Registration Document 2009  
Financial Report included  
Contents  
Chapters 3 (Management Report), 9 (Appendix 1, Consolidated Financial Statements) and 11 (Appendix 3, TOTAL S.A.) were established by the  
Board of Directors on February 10, 2010, and have not been updated with subsequent events.  
KEY FIGURES  
p. 1  
p. 1  
p. 2  
FINANCIAL INFORMATION  
Historical financial information  
Audit of the historical financial information  
Additional information  
Dividend policy  
Legal and arbitration proceedings  
Significant changes  
p. 157  
p. 158  
p. 158  
p. 159  
p. 159  
p. 159  
p. 164  
Operating and market data  
Selected financial information  
1
2
7
8
9
BUSINESS OVERVIEW  
History and strategy of TOTAL  
Upstream  
Downstream  
Chemicals  
p. 7  
p. 8  
p. 9  
p. 38  
p. 46  
p. 51  
p. 52  
p. 53  
p. 54  
GENERAL INFORMATION  
Share capital  
Articles of incorporation and by-laws; other  
information  
Other matters  
Documents on display  
Information on holdings  
p. 165  
Investments  
p. 166  
Organizational structure  
Property, plant and equipment  
Organization chart  
p. 171  
p. 174  
p. 175  
p. 176  
MANAGEMENT REPORT  
Summary of results and financial position  
Liquidity and capital resources  
Research and development  
p. 57  
p. 58  
p. 64  
p. 66  
p. 68  
3
4
5
APPENDIX 1 – CONSOLIDATED  
FINANCIAL STATEMENTS  
Statutory auditors’ report on the  
consolidated financial statements  
Consolidated statement of income  
Consolidated balance sheet  
Consolidated statement of cash flow  
Consolidated statement of changes in  
shareholders’ equity  
Consolidated statement of comprehensive  
income  
Notes to the consolidated financial  
statements  
p. 179  
Trends and outlook  
p. 180  
p. 182  
p. 183  
p. 184  
RISK FACTORS  
Market risks  
Industrial and environmental risks  
Other risks  
p. 69  
p. 70  
p. 79  
p. 81  
p. 86  
p. 185  
p. 186  
p. 187  
Insurance and risk management  
CORPORATE GOVERNANCE  
Report of the Chairman of the Board of  
Directors (Article L. 225-37 of the French  
Commercial Code)  
p. 87  
APPENDIX 2 – SUPPLEMENTAL  
OIL AND GAS INFORMATION  
0 (  
UNAUDITED)  
Oil and gas information pursuant to FASB  
Accounting Standards Codification 932  
Other information  
p. 88  
1
Statutory auditor’s report (Article L. 225-  
p. 263  
2
35 of the French Commercial code)  
p. 106  
p. 108  
p. 109  
Management  
Statutory auditors  
Compensation of the board of directors  
and executive officers  
Employees, share ownership  
p. 264  
p. 280  
p. 110  
p. 128  
APPENDIX 3 – TOTAL S.A.  
Statutory auditors’ report on regulated  
1
agreements and commitments  
Statutory auditors’ report on the annual  
financial statements  
p. 281  
p. 282  
p. 284  
1
TOTAL AND ITS  
SHAREHOLDERS  
Listing details  
Dividends  
Share buybacks  
Shareholders  
Information for overseas shareholders  
Communication with shareholders  
p. 133  
p. 134  
p. 139  
p. 141  
p. 146  
p. 151  
p. 153  
6
Financial statements of TOTAL S.A. as  
parent company  
Notes to financial statements  
Other financial information concerning the  
parent company  
Social and environmental information  
Consolidated financial information for the  
last five years  
p. 286  
p. 290  
p. 304  
p. 309  
p. 314  
GLOSSARY  
p. 315  
p. 318  
EUROPEAN CROSS-  
REFERENCE LIST  
REGISTRATION DOCUMENT 2009  
I certify, after having taken all reasonable measures to this effect, that, to the best of my knowledge, the information contained in this  
Registration Document (Document de référence) is accurate and does not omit any material fact.  
I certify, to the best of my knowledge, that the statutory and consolidated financial statements of TOTAL S.A. have been prepared in  
accordance with applicable accounting standards and give a fair view of the assets, liabilities, financial position and results of the Company  
and of all the entities taken as a whole included in the consolidation, and that the Management Report (Rapport de gestion) of the Board of  
Directors included on pages 57 through 68 of this Registration Document presents a fair view of the development and performance of the  
business and financial position of the Company and of all the entities taken as a whole included in the consolidation, as well as a description of  
the main risks and uncertainties they are exposed to.  
I have received a letter from the statutory auditors confirming that they have completed the work they undertook to audit the information  
related to the financial situation and the financial statements included in this Registration Document, as well as a review of this document in its  
entirety.  
The statutory auditors have issued reports on the historical financial information contained in this Registration Document, included on pages  
1
80 and 284 of this document.”  
Christophe de Margerie  
Chief Executive Officer  
The French language version of this Registration Document (Document de référence) was filed with the French Financial Markets  
Authority (Autorité des marchés financiers) on April 1, 2010 pursuant to Article 212-13 of the general regulations of the French  
Financial Markets Authority. It may be used in connection with a financial operation if supplemented by a prospectus for the  
operation and a summary, each of which will have received the visa of the Financial Markets Authority.  
In accordance with paragraphs VI and VIII of aforesaid Article 212-13, the French language version of this Registration Document  
incorporates the Annual Financial Report referred to in paragraph I of Article L. 451-1-2 of the French Monetary and Financial Code  
TOTAL / i  
LPG:  
liquefied petroleum gas  
Return on Equity  
Return on Average Capital Employed  
Abbreviations  
ROE:  
ROACE:  
b:  
barrel  
cf:  
cubic feet  
/
/
$
t:  
d:  
y:  
per day  
Conversion table  
per year  
:
euro  
1
1
1
1
1
1
1
boe = 1 barrel of crude oil = approx. 5,490 cf of gas*  
b/d = approx. 50 t/y  
and/or dollar:  
U.S. dollar  
metric ton  
t = approx. 7.5 b (for a gravity of 37° API)  
boe:  
kboe/d:  
kb/d:  
Btu:  
M:  
B:  
MW:  
MWp:  
TWh:  
ERMI:  
barrel of oil equivalent  
3
Bm /y = approx. 0.1 Bcf/d  
thousand boe/d  
3
m = approx. 35.3 cf  
thousand b/d  
t of LNG = approx. 48 kcf of gas  
Mt/y of LNG = approx. 131 Mcf/d  
British thermal unit  
million  
billion  
megawatt  
*
This ratio is based on the actual average equivalent energy content of TOTAL’s  
megawatt peak  
natural gas reserves and is subject to change.  
terawatt hour  
European Refining Margin Indicator. Refining margin indicator  
after variable costs for a theoretical complex refinery located  
around Rotterdam in Norther Europe that processes a mix of  
crude oil and other inputs commonly supplied to this region to  
produce and market the main refined products at prevailing  
prices in this region.  
Definitions  
The terms “TOTAL” and “Group” as used in this Registration Document refer to  
TOTAL S.A. collectively with all of its direct and indirect consolidated  
subsidiaries located in, or outside of, France.  
IFRS:  
API:  
LNG:  
International Financial Reporting Standards  
American Petroleum Institute  
liquefied natural gas  
The terms “Company” and “issuer” as used in this Registration Document refer  
only to TOTAL S.A., the parent company of the Group.  
©
TOTAL S.A. April 2010.  
TOTAL - Registration Document 2009  
1
KEY FIGURES  
Operating and market data  
2
009  
2008  
2007  
Brent price ($/b)  
Exchange rate (-$)  
European refining margins ERMI ( ($/t)  
61.7  
1.39  
17.8  
97.3  
1.47  
51.1  
72.4  
1.37  
49.6  
a)  
Hydrocarbon production (kboe/d)  
Liquids (kb/d)  
Gas (Mcf/d)  
2,281  
1,381  
4,923  
2,341  
1,456  
4,837  
2,391  
1,509  
4,839  
Refinery throughput (kb/d) (b)  
Refined product sales (kb/d) (  
2,151  
3,616  
2,362  
3,658  
2,413  
3.774 (d)  
c)  
(
a) ERMI (European Refining Margin Indicator) has replaced TRCV as the European refining margin indicator, as announced by TOTAL on January 15, 2010 in the publication of  
its 4th quarter indicators. In view of market changes over the past years (particularly in terms of refinery complexity, crude feedstock and product runs) the ERMI should be  
more representative of the margin on average variable costs for a theoretical European refinery.  
(
(
(
b) Including TOTAL’s share in CEPSA.  
c) Including Trading activities and share of CEPSA.  
d) The amount is different from that in TOTAL’s 2007 Registration Document due to a change in the calculation method for sales of the Port Arthur refinery.  
TOTAL / 1  
1
KEY FIGURES  
Selected financial information  
Selected financial information  
Consolidated data in million euros, except for earnings per share, dividends, number of shares and percentages.  
009  
2
2008  
2007  
Sales  
131,327  
179,976  
158,752  
Adjusted operating income from business segments (a)  
Adjusted net operating income from business segments (  
14,154  
7,607  
28,114  
13,961  
23,956  
12,231  
a)  
Net income (Group share)  
Adjusted net income (Group share) (  
8,447  
7,784  
10,590  
13,920  
13,181  
12,203  
a)  
Fully-diluted weighted-average shares (millions) (a)  
Adjusted fully-diluted earnings per share (euros) (a) (b)  
Dividend per share () (c)  
2,237.3  
3.48  
2,246.7  
6.20  
2,274.4  
5.37  
2.28  
2.28  
2.07  
Net-debt-to-equity (as of December 31)  
Return on average capital employed (ROACE) (  
Return on equity  
27%  
13%  
16%  
23%  
26%  
32%  
27%  
24%  
31%  
d)  
Cash flow from operating activities  
Investments  
Divestments  
12,360  
13,349  
3,081  
18,669  
13,640  
2,585  
17,686  
11,722  
1,556  
(
a) Adjusted income (adjusted operating income, adjusted net operating income and adjusted net income) is defined as income using replacement cost, adjusted for special  
items and excluding TOTAL’s equity share of adjustments and, from 2009, selected items related to Sanofi-Aventis.  
b) Based on the fully-diluted weighted-average number of common shares outstanding during the period.  
c) 2009 dividend is subject to the approval by the Shareholders Meeting on May 21, 2010.  
(
(
(
d) Based on adjusted net operating income and average capital employed at replacement cost.  
2
/ TOTAL - Registration Document 2009  
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3
4
5
6
7
8
9
10 11  
Selected financial information  
KEY FIGURES  
Sales  
Adjusted net income (Group share)  
13,920  
1
79,976  
1
2,203  
1
58,752  
131,327 M€  
7
,784 M€  
2
007  
2008  
2009  
2
007  
2008  
2009  
Adjusted net operating income from  
business segments  
Adjusted fully-diluted earnings per  
share  
1
3,961  
6.20  
1
2,231  
5.37  
3
.48 €  
7,607 M€  
Upstream  
Downstream  
Chemicals  
2
007  
2008  
2009  
2
007  
2008  
2009  
Investments  
Dividend per share  
(a)  
2.28 €  
2.28  
2.07  
1
3,640  
13,349 M€  
11,722  
Upstream  
Downstream  
Chemicals  
Holding  
2007  
2008  
2009  
2007  
2008  
2009  
(
a) Subject to approval by the Shareholders Meeting on May 21, 2010.  
TOTAL / 3  
1
KEY FIGURES  
Selected financial information  
Upstream  
Hydrocarbon production  
Liquids and gas reserves  
2,391  
2,341  
2,281 kboe/d  
10,449  
10,458  
10,483 Mboe  
Europe  
Africa  
Americas  
Middle-East  
Liquids  
Gas  
Asia  
2007  
2008  
2009  
2007  
2008  
2009  
Downstream  
Refined product sales including  
Trading  
Refining capacity at year-end  
(
a)  
3,774  
3,658  
3,616 kb/d  
2,598  
2,604  
2,594 kb/d  
Rest of world  
Europe  
Rest of world  
Europe  
2007  
2008  
2009  
2007  
2008  
2009  
(
a) The amount is different from that in TOTAL’s 2007 Registration  
Document due to a change in the calculation method for sales of the  
Port Arthur refinery.  
Chemicals  
2009 non-Group sales  
2009 adjusted net operating income  
Base  
Chemicals  
0.02 B€  
Specialty  
Chemicals  
6.07 B€  
Base  
Chemicals  
.66 B€  
Specialty  
Chemicals  
8
0
.28 B€  
4
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4
5
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7
8
9
10 11  
Selected financial information  
KEY FIGURES  
Shareholder base (a)  
Shareholder base by region (a)  
Group  
employees  
Rest of world  
Individual  
shareholders  
5%  
4
%
8%  
North America  
2
6%  
France  
5%  
3
Institutional  
shareholders  
Rest of Europe  
2%  
United Kingdom  
12%  
2
88%  
(
a) Estimate as of December 31, 2009, excluding treasury shares.  
(a) Estimate as of December 31, 2009, excluding treasury shares.  
Employees by business segment (a)  
Employees by region (a)  
Corporate  
1.4%  
Upstream  
7.3%  
1
Rest of Europe  
27.3%  
Rest of world  
4.9%  
3
Downstream  
5%  
Chemicals  
6.3%  
3
France  
4
37.8%  
(
a) Consolidated subsidiaries: 96,387 employees as of December 31, 2009  
(
a) Consolidated subsidiaries: 96,387 employees as of December 31, 2009  
TOTAL / 5  
1
KEY FIGURES  
6
/ TOTAL - Registration Document 2009  
2
BUSINESS OVERVIEW  
HISTORY AND STRATEGY OF TOTAL  
History and development  
Strategy  
p. 8  
p. 8  
p. 8  
UPSTREAM  
p. 9  
p. 11  
p. 11  
p. 11  
p. 11  
p. 12  
p. 12  
p. 13  
p. 14  
p. 18  
p. 20  
p. 21  
p. 22  
p. 24  
p. 25  
p. 27  
p. 29  
p. 29  
p. 30  
p. 30  
p. 31  
p. 32  
p. 32  
p. 33  
p. 35  
p. 35  
p. 36  
p. 37  
p. 37  
Exploration & Production  
Exploration and development  
Reserves  
Proved reserves  
Sensitivity to oil and gas prices  
Production  
Production by geographic area  
Presentation of production activities by geographic area  
Africa  
North America  
South America  
Asia-Pacific  
Commonwealth of Independent States (CIS)  
Europe  
Middle East  
Oil and gas acreage  
Number of productive wells  
Number of net oil and gas wells drilled annually  
Drilling and production activities in progress  
Interests in pipelines  
Gas & Power  
Natural Gas  
Liquefied Natural Gas  
Liquefied Petroleum Gas  
Electricity and Cogeneration  
Renewable Energy  
Coal  
DME (Di-Methyl Ether)  
DOWNSTREAM  
Refining & Marketing  
Refining  
p. 38  
p. 39  
p. 39  
p. 41  
Marketing  
Trading & Shipping  
Trading  
Shipping  
p. 44  
p. 44  
p. 45  
CHEMICALS  
Base Chemicals  
Petrochemicals  
Fertilizers  
p. 46  
p. 47  
p. 47  
p. 49  
Specialty Chemicals  
Rubber processing  
Consumer products  
Resins  
Adhesives  
Electroplating  
p. 49  
p. 50  
p. 50  
p. 50  
p. 50  
p. 50  
INVESTMENTS  
p. 51  
p. 51  
p. 51  
Principal investments made over the 2007-2009 period  
Principal investments anticipated  
ORGANIZATIONAL STRUCTURE  
Position of the Company within the Group  
Principal subsidiaries  
p. 52  
p. 52  
p. 52  
PROPERTY, PLANT AND EQUIPMENT  
p. 53  
p. 54  
ORGANIZATION CHART AS OF JANUARY 1, 2010  
TOTAL / 7  
2
BUSINESS OVERVIEW  
History and strategy of TOTAL  
History and strategy of TOTAL  
History and development  
Strategy  
TOTAL S.A., a French socié anonyme (limited company)  
incorporated in France on March 28, 1924, together with its  
subsidiaries and affiliates, is the fifth largest publicly-traded  
TOTAL’s strategy, the implementation of which is based on a model  
for sustainable growth combining the acceptability of operations  
with a sustained, profitable investment program, aims at:  
1
integrated international oil and gas company in the world .  
o expanding hydrocarbon exploration and production activities  
throughout the world, and strengthening its position as one of the  
global leaders in the natural gas and LNG markets;  
With operations in more than 130 countries, TOTAL engages in all  
aspects of the petroleum industry, including Upstream operations  
(
oil and gas exploration, development and production, LNG) and  
o progressively expanding TOTAL’s energy offerings and  
developing complementary next generation energy activities  
Downstream operations (refining, marketing and the trading and  
shipping of crude oil and petroleum products).  
(solar, biomass, nuclear);  
o adapting its refining system to market changes and, in the  
marketing business, consolidating its position in Europe, while  
pursuing its targeted developments in Africa and the Asia-Pacific  
region;  
TOTAL also produces base chemicals (petrochemicals and  
fertilizers) and specialty chemicals, mainly for the industrial market.  
In addition, TOTAL has interests in the coal mining and power  
generation sectors, as well as a financial interest in Sanofi-Aventis.  
o developing its chemicals activities, particularly in Asia and the  
Middle East, while improving the competitiveness of its  
operations in mature areas; and  
TOTAL began its Upstream operations in the Middle East in 1924.  
Since that time, the Company has grown and expanded its  
operations worldwide. In early 1999, the Company acquired control  
of PetroFina S.A. and in early 2000, the Company acquired control  
of Elf Aquitaine S.A. (hereafter referred to as “Elf Aquitaine” or “Elf”).  
o pursuing active research and development to develop “clean”  
sources of energy, contributing to the moderation of the demand  
for energy, and combatting climate change.  
The Company’s corporate name is TOTAL S.A.  
The Company’s registered office is 2 place Jean Millier,  
La Défense 6, 92400 Courbevoie, France.  
The telephone number is +33 1 47 44 45 46 and the website  
address is www.total.com.  
TOTAL S.A. is registered in France at the Nanterre Trade Register  
under the registration number 542 051 180.  
1. Based on market capitalization (in dollars) as of December 31, 2009.  
8
/ TOTAL - Registration Document 2009  
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5
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7
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9
10 11  
Upstream  
BUSINESS OVERVIEW  
3
The return on average capital employed (ROACE ) for the Upstream  
segment was 18% in 2009 compared to 36% in 2008.  
Upstream  
Average gas and liquids price(a)  
2009  
2008  
2007  
Average liquids price ($/b)  
Average gas price ($/Mbtu)  
58.1  
5.17  
91.1  
7.38  
68.9  
5.40  
TOTAL’s Upstream segment includes the Exploration &  
Production and Gas & Power divisions.  
(
a) Consolidated subsidiaries, excluding fixed margin and buyback contracts.  
TOTAL’s average liquids price decreased by 36% in 2009  
compared to 2008. TOTAL’s average gas price decreased by 30%.  
The Group has exploration and production activities in more than  
forty countries of hydrocarbons and produces oil or gas in thirty  
countries.  
Production  
2
1
.28 Mboe/d produced in 2009  
Hydrocarbon production  
2009  
2008  
2007  
0.5 Bboe of proved reserves as of December 31, 2009 1  
Combined production (kboe/d)  
Liquids (kb/d)  
2,281  
1,381  
4,923  
2,341  
1,456  
4,837  
2,391  
1,509  
4,839  
9.9 billion invested in 2009  
6,628 employees  
Gas (Mcf/d)  
1
Asia  
Europe  
Americas  
Upstream segment financial data  
(
M)  
2009  
2008  
2007  
Non-Group sales  
Adjusted operating income  
Adjusted net operating income  
16,072  
12,879  
6,382  
24,256  
23,639  
10,724  
19,706  
19,514  
8,849  
Africa  
Middle East  
Over the full year 2009, adjusted net operating income for the  
Upstream segment was 6,382 million compared to 10,724 million  
in 2008, a decrease of 40%. Expressed in dollars, adjusted net  
operating income for the Upstream segment was $8.9 billion, a  
4
4% decrease compared to 2008, essentially due to lower  
hydrocarbon prices.  
Technical costs for consolidated subsidiaries, in accordance with  
2
ASC 932 (previously FAS69) were $15.4/boe in 2009, stable  
compared to 2008, with a decrease of 8% in operating expenses  
per barrel offsetting an increase in depreciation, depletion and  
amortization (DD&A) charges related notably to the start-up of new  
projects.  
1
2
3
. Based on a Brent crude price of $59.91/b.  
. FASB Accounting Standards Codification Topic 932, Extractive industries – Oil and Gas.  
. Based on adjusted net operating income and average capital employed at replacement cost.  
TOTAL / 9  
2
BUSINESS OVERVIEW  
Upstream  
2
For the full year 2009, hydrocarbon production was 2,281 kboe/d, a  
decrease of 2.6% compared to 2008, mainly as a result of:  
The 2009 reserve replacement rate , based on SEC rules, was  
103%. Excluding acquisitions and divestments, the reserve  
replacement rate was 93%.  
o +2% for ramp-ups and start-ups of new fields net of the normal  
decline;  
As of year-end 2009, TOTAL has a solid and diversified portfolio of  
proved and probable reserves 3 representing more than a 20-year  
reserve life based on the 2009 average production rate, and  
resources 4 representing more than a 40-year reserve life.  
o +1.5% for the price effect 1;  
o -3% for OPEC reductions and lower gas demand;  
o -1% for disruptions in Nigeria related to security issues; and  
o -2% for changes in the portfolio, essentially in Venezuela and  
Libya.  
Excluding the impact of OPEC reductions, production was stable  
compared to 2008.  
Reserves  
As of December 31,  
2009  
2008  
2007  
Hydrocarbon reserves (Mboe)  
Liquids (Mb)  
10,483  
5,689  
10,458  
5,695  
10,449  
5,778  
Gas (Bcf)  
26,318  
26,218  
25,730  
Europe  
Asia  
Americas  
Middle East  
Africa  
Proved reserves based on SEC rules (Brent at $59.91/b) were  
0,483 Mboe at December 31, 2009. At the 2009 average rate of  
production, the reserve life is more than twelve years.  
1
1
2
. Impact of changing hydrocarbon prices on entitlement volumes.  
. Change in reserves excluding production i.e. (revisions + discoveries, extensions + acquisitions – divestments) / production for the period. The 2009 reserve replacement rate  
was 97% in a constant 36.55 $/b Brent environment excluding acquisitions and divestments.  
3. Limited to proved and probable reserves covered by E&P contracts on fields that have been drilled and for which technical studies have demonstrated economic  
development in a 60 $/b Brent environment, including projects to be developed by mining.  
4. Proved and probable reserves plus contingent resources (potential average recoverable reserves from known accumulations – Society of Petroleum Engineers – 03/07).  
1
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10 11  
Upstream  
BUSINESS OVERVIEW  
determine with reasonable certainty whether the crude oil or natural  
gas in known reservoirs is recoverable under existing regulatory,  
economic and operating conditions.  
Exploration & Production  
TOTAL’s oil and gas reserves are consolidated annually, taking into  
account, among other factors, levels of production, field  
reassessment, additional reserves from discoveries and  
Exploration and development  
acquisitions, disposal of reserves and other economic factors.  
Unless otherwise indicated, any reference to TOTAL’s proved  
reserves, proved developed reserves, proved undeveloped reserves  
and production reflects the Group’s entire share of such reserves or  
such production. TOTAL’s worldwide proved reserves include the  
proved reserves of its consolidated subsidiaries as well as its  
proportionate share of the proved reserves of equity affiliates and of  
two companies accounted for under the cost method. For further  
information concerning changes in TOTAL’s proved reserves for the  
years ended December 31, 2009, 2008 and 2007, see  
TOTAL’s Upstream segment aims at continuing to combine long-  
term growth and profitability at the levels of the best in the industry.  
TOTAL evaluates exploration opportunities based on a variety of  
geological, technical, political and economic factors (including  
taxes and license terms), and on projected oil and gas prices.  
Discoveries and extensions of existing fields accounted for  
approximately 42% of the 2,419 Mboe added to the Upstream  
segment’s proved reserves during the three-year period ended  
December 31, 2009 (before deducting production and sales of  
reserves in place and adding any acquisitions of reserves in place  
during this period). The remaining 58% comes from revisions of  
previous estimates.  
“Supplemental Oil and Gas Information (Unaudited)”.  
The reserves estimation process involves making subjective  
judgments. Consequently, estimates of reserves are not exact  
measurements and are subject to revision under well-established  
control procedures.  
In 2009, the exploration investments of consolidated subsidiaries  
amounted to 1,486 million (including unproved property  
acquisition costs). The main exploration investments were made in  
the United States, Angola, the United Kingdom, Norway, Libya,  
Nigeria and the Republic of the Congo. In 2008, exploration  
investments of consolidated subsidiaries amounted to  
The reserves estimation process requires among others internal  
peer reviews of technical evaluations to ensure that the SEC  
definitions and guidance are followed; and that management make  
significant funding commitments towards the development of the  
reserves prior to booking (see “Supplemental Oil and Gas  
Information (Unaudited)” for more details on the preparation of  
reserves estimates).  
1,243 million (including unproved property acquisition costs)  
notably in Angola, Nigeria, Norway, the United Kingdom, Australia,  
the United States, Libya, Brunei, Gabon, Cameroon, Indonesia,  
China, the Republic of the Congo and Canada. In 2007, exploration  
investments of consolidated subsidiaries amounted to  
 Proved reserves  
1,233 million (including unproved property acquisition costs),  
notably in Nigeria, Angola, the United Kingdom, Norway, Libya, the  
Republic of the Congo, Australia, Venezuela, China, Indonesia,  
Canada, Brunei, Algeria, the United States, Mauritania, Yemen,  
Kazakhstan, Brazil, Azerbaijan and Thailand.  
In accordance with the amended Rule 4-10 of Regulation S-X,  
proved reserves for the year ended December 31, 2009, are  
calculated using a 12-month average price determined as the  
unweighted arithmetic average of the first-day-of-the-month price  
for each month of the relevant year unless prices are defined by  
contractual arrangements, excluding escalations based upon future  
conditions. The reference price for 2009 was $59.91/b for Brent  
crude. The proved reserves for the years ended December 31, 2008  
and 2007, were calculated using December 31 prices.  
The Group’s consolidated Exploration & Production subsidiaries’  
development expenditures amounted to nearly 8 billion in 2009,  
primarily in Angola, Nigeria, Norway, Kazakhstan, Indonesia, the  
Republic of the Congo, the United Kingdom, the United States,  
Gabon, Canada, Thailand, Russia and Qatar. In 2008, development  
expenditures amounted to 7 billion, predominantly in Angola,  
Nigeria, Norway, Kazakhstan, Indonesia, the Republic of the Congo,  
the United Kingdom, Gabon, Canada, the United States, and Qatar.  
Development expenditures for 2007 amounted to 7 billion and  
were carried out principally in Angola, Norway, Nigeria, Kazakhstan,  
the Republic of the Congo, the United Kingdom, Indonesia, Gabon,  
Canada, Qatar, Venezuela and the United States.  
As of December 31, 2009, TOTAL’s combined proved reserves of  
oil and gas were 10,483 Mboe (56% of which were proved  
developed reserves). Liquids (crude oil, natural gas liquids and  
bitumen) represented approximately 54% of these reserves and  
natural gas the remaining 46%. These reserves were located in  
Europe (mainly in Norway and the United Kingdom), in Africa  
(mainly in Angola, Gabon, Libya, Nigeria and the Republic of the  
Congo), in the Americas (mainly in Canada, the United States,  
Argentina, and Venezuela), in the Middle East (mainly in Oman,  
Qatar, the United Arab Emirates, and Yemen), and in Asia (mainly in  
Indonesia and Kazakhstan).  
Reserves  
The definitions used for proved, proved developed and proved  
undeveloped oil and gas reserves are in accordance with the United  
States Securities & Exchange Commission (SEC) Rule 4-10 of  
Regulation S-X as amended by the SEC Modernization of Oil and  
Gas Reporting release issued on December 31, 2008. Proved  
reserves are estimated using geological and engineering data to  
As of December 31, 2008, TOTAL’s combined proved reserves of  
oil and gas were 10,458 Mboe (50% of which were proved  
developed reserves). Liquids represented approximately 54% of  
these reserves and natural gas the remaining 46%. These reserves  
TOTAL / 11  
2
BUSINESS OVERVIEW  
Upstream  
were located in Europe (mainly in Norway and the United Kingdom),  
in Africa (mainly in Algeria, Angola, Gabon, Libya, Nigeria and the  
Republic of the Congo), in the Americas (mainly in Canada, Bolivia,  
Argentina, and Venezuela), in the Middle East (mainly in Oman,  
Qatar, the United Arab Emirates, and Yemen), and in Asia (mainly in  
Indonesia and Kazakhstan).  
Production  
For the full year 2009, average daily oil and gas production was  
,281 kboe/d compared to 2,341 kboe/d in 2008.  
2
Liquids accounted for approximately 61% and natural gas  
accounted for approximately 39% of TOTAL’s combined liquids  
and natural gas production in 2009.  
As of December 31, 2007, TOTAL’s combined proved reserves of  
oil and gas were 10,449 Mboe (52% of which were proved  
developed reserves). Liquids represented approximately 55% of  
these reserves and natural gas the remaining 45%. These reserves  
were located in Europe (mainly in Norway and the United Kingdom),  
in Africa (mainly in Angola, Gabon, Libya, Nigeria and the Republic  
of the Congo), in the Americas (mainly in Canada, Argentina, and  
Venezuela), in the Middle East (mainly in Oman, Qatar, the United  
Arab Emirates, and Yemen), and in Asia (mainly in Indonesia and  
Kazakhstan).  
The table on the next page sets forth by geographic area TOTAL’s  
average daily production of liquids and natural gas for each of the  
last three years.  
Consistent with industry practice, TOTAL often holds a percentage  
interest in its fields rather than a 100% interest, with the balance  
being held by joint venture partners (which may include other  
international oil companies, state-owned oil companies or  
government entities). TOTAL frequently acts as operator (the party  
responsible for technical production) on acreage in which it holds  
an interest. See the table “Presentation of production activities by  
geographic area” on the following pages for a description of  
TOTAL’s producing assets.  
Sensitivity to oil and gas prices  
Changes in the price used as a reference for the proved reserves  
estimation result in non-proportionate inverse changes in proved  
reserves associated with production sharing and buyback  
agreements (which represent approximately 32% of TOTAL’s  
reserves as of December 31, 2009). Under such contracts, TOTAL  
is entitled to a portion of the production, the sale of which is meant  
to cover expenses incurred by the Group. As oil prices increase,  
fewer barrels are necessary to cover the same amount of expenses.  
Moreover, the number of barrels retrievable under these contracts  
may vary according to criteria such as cumulative production, the  
rate of return on investment or the income-cumulative expenses  
ratio. This decrease is partly offset by an extension of the duration  
over which fields can be produced economically. However, the  
increase in reserves due to extended field life resulting from higher  
prices is generally less than the decrease in reserves under  
production sharing or buyback agreements due to such higher  
prices. As a result, higher prices lead to a decrease in TOTAL’s  
reserves.  
As in 2008 and 2007, substantially all of the liquids production from  
TOTAL’s Upstream segment in 2009 was marketed by the  
Trading & Shipping division of TOTAL’s Downstream segment. See  
table “Supply and sales of crude oil” on page 44 of this Registration  
Document.  
The majority of TOTAL’s natural gas production is sold under long-  
term contracts. However, its North American production, and to  
some extent its production from the United Kingdom, Norway and  
Argentina, is sold on the spot market. The long-term contracts  
under which TOTAL sells its natural gas usually provide for a price  
related to, among other factors, average crude oil and other  
petroleum product prices, as well as, in some cases, a  
cost-of-living index. Though the price of natural gas tends to  
fluctuate in line with crude oil prices, a slight delay may occur  
before changes in crude oil prices are reflected in long-term natural  
gas prices. Due to the interaction between the contract price of  
natural gas and crude oil prices, contract prices are not usually  
affected by short-term market fluctuations in the spot price of  
natural gas. Some of these long term contracts, notably in  
Indonesia, Qatar, Nigeria and Norway, also specify the delivery of  
fixed and determinable quantities of natural gas. The Group expects  
to satisfy most of these obligations through the production of its  
proved developed reserves. In addition, the Group may purchase  
quantities on the spot market or use its undeveloped reserves to  
fulfill such commitments. See Chapter 10, “Supplemental Oil and  
Gas Information (Unaudited)” of this Registration Document.  
1
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10 11  
Upstream  
BUSINESS OVERVIEW  
Production by geographic area  
2009  
2008  
2007  
Natural  
Gas  
(Mcf/d)  
Natural  
Gas  
(Mcf/d) (kboe/d)  
Natural  
Gas  
(Mcf/d)  
Total  
kboe/  
d)  
Liquids  
(kb/d)  
Total  
(kboe/d)  
Liquids  
(kb/d)  
Total  
Liquids  
(kb/d)  
(
Consolidated subsidiaries  
Africa  
612  
596  
728  
635  
655  
763  
658  
636  
783  
Algeria  
Angola  
Cameroon  
Gabon  
Libya  
27  
186  
12  
67  
60  
140  
33  
2
20  
53  
191  
12  
71  
60  
32  
200  
13  
73  
74  
141  
33  
2
20  
59  
205  
14  
76  
74  
32  
198  
13  
78  
87  
136  
29  
2
29  
58  
203  
14  
83  
87  
Nigeria  
Republic of the Congo  
159  
101  
374  
27  
235  
106  
158  
85  
436  
23  
246  
89  
176  
74  
423  
17  
261  
77  
North America  
20  
22  
24  
11  
15  
14  
14  
34  
20  
Canada (a)  
United States  
8
12  
22  
8
16  
8
3
15  
8
6
2
12  
34  
2
18  
South America  
30  
558  
131  
32  
573  
136  
118  
618  
230  
Argentina  
Bolivia  
Colombia  
Trinidad & Tobago  
Venezuela  
15  
3
7
5
364  
91  
45  
2
80  
20  
17  
5
14  
3
9
6
365  
105  
45  
2
56  
81  
22  
18  
6
14  
3
10  
9
365  
131  
46  
2
74  
80  
28  
19  
9
56  
9
9
82  
94  
Asia-Pacific  
33  
1,228  
251  
29  
1,236  
246  
28  
1,287  
252  
Brunei  
2
25  
49  
898  
103  
178  
12  
190  
13  
2
21  
60  
857  
117  
202  
14  
177  
14  
2
20  
60  
882  
136  
209  
14  
180  
17  
Indonesia  
Myanmar  
Thailand  
6
36  
6
41  
6
41  
CIS  
14  
52  
24  
12  
75  
26  
10  
46  
19  
Azerbaijan  
Russia  
3
11  
50  
2
12  
12  
4
8
73  
2
18  
8
3
7
44  
2
11  
8
Europe  
295  
1,734  
613  
302  
1,704  
616  
335  
1,846  
674  
France  
The Netherlands  
Norway  
5
1
199  
90  
100  
254  
691  
689  
24  
45  
327  
217  
6
1
204  
91  
103  
244  
706  
651  
25  
44  
334  
213  
6
1
211  
117  
115  
252  
685  
794  
27  
45  
338  
264  
United Kingdom  
Middle East  
91  
338  
151  
88  
281  
137  
83  
91  
99  
U.A.E.  
10  
10  
12  
10  
10  
12  
11  
10  
13  
Iran  
8
47  
14  
12  
294  
34  
8
99  
20  
12  
9
44  
15  
10  
269  
2
9
91  
15  
10  
15  
33  
15  
9
79  
2
15  
47  
15  
9
Qatar  
Syria  
Yemen  
Total consolidated production  
1,095  
4,528  
1,922  
1,109  
4,539  
1,938  
1,246  
4,558  
2,077  
Equity and non-consolided affiliates  
(
b)  
Africa  
20  
216  
50  
3
386  
6
21  
287  
51  
19  
241  
87  
4
288  
6
20  
295  
88  
23  
240  
4
277  
23  
291  
Middle East  
Rest of world  
(c)  
Total equity and non-consolidated  
affiliates  
286  
395  
359  
347  
298  
403  
263  
281  
314  
Worldwide production  
1,381  
4,923  
2,281  
1,456  
4,837  
2,341  
1,509  
4,839  
2,391  
(
(
(
a) The Group’s production in Canada consists of bitumen only. All of the Group’s bitumen production is in Canada.  
b) Primarily attributable to TOTAL's share of CEPSA’s production in Algeria.  
c) Essentially TOTAL's share of PetroCedeño's production in Venezuela.  
TOTAL / 13  
2
BUSINESS OVERVIEW  
Upstream  
Presentation of production activities by geographic area  
The table below sets forth, by country, TOTAL’s producing assets, the year in which TOTAL’s activities commenced, the Group’s interest in  
each asset and whether TOTAL is operator of the asset.  
TOTAL’s producing assets as of December 31, 2009 (a)  
Year of  
entry into  
Group-operated  
Non-Group-operated producing assets  
(Group share)  
the country producing assets (Group share)  
Africa  
Algeria  
1952  
(
b)  
Ourhoud (19.41%)  
(
b)  
RKF (48.83%)  
Tin Fouye Tabankort (35.00%)  
Angola  
1953  
Blocks 3-85, 3-91 (50.00%)  
Girassol, Jasmim,  
Rosa, Dalia (Block 17) (40.00%)  
Cabinda (Block 0) (10.00%)  
Kuito, BBLT, Tombua-  
Landana (Block 14) (20.00%)  
Cameroon  
1951  
Bakingili (25.50%)  
Bavo-Asoma (25.50%)  
Boa Bakassi (25.50%)  
Ekundu Marine (25.50%)  
Kita Edem (25.50%)  
Kole Marine (25.50%)  
Mokoko - Abana (10.00%)  
Mondoni (25.00%)  
The Congo, Republic of  
1928  
Kombi-Likalala (65.00%)  
Nkossa (53.50%)  
Nsoko (53.50%)  
Moho Bilondo (53.50%)  
Sendji (55.25%)  
Tchendo (65.00%)  
Tchibeli-Litanzi-Loussima (65.00%)  
Tchibouela (65.00%)  
Yanga (55.25%)  
Loango (50.00%)  
Zatchi (35.00%)  
Gabon  
1928  
Anguille (100.00%)  
Anguille Nord Est (100.00%)  
Anguille Sud-Est (100.00%)  
Atora (40.00%)  
Avocette (57.50%)  
Ayol Marine (100.00%)  
Baliste (50.00%)  
Barbier (100.00%)  
Baudroie Marine (50.00%)  
Baudroie Nord Marine (50.00%)  
Coucal (57.50%)  
Girelle (100.00%)  
Gonelle (100.00%)  
Grand Anguille Marine (100.00%)  
Grondin (100.00 %)  
Hylia Marine (75.00%)  
Mandaros (100.00%)  
M'Boumba (100.00%)  
Mérou Sardine Sud (50.00%)  
Pageau (100.00%)  
Port Gentil Océan (100.00%)  
Port Gentil Sud Marine (100.00%)  
Tchengue (100.00%)  
Torpille (100.00%)  
Torpille Nord Est (100.00%)  
Rabi Kounga (47.50%)  
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10 11  
Upstream  
BUSINESS OVERVIEW  
Year of  
entry into  
Group-operated  
Non-Group-operated producing assets  
(Group share)  
the country producing assets (Group share)  
Libya  
1959  
C 17 (Mabruk) (15.00%) (  
C 137 (Al Jurf) (20.25%) (  
l)  
l)  
NC 115 (El Sharara) (3.90%)  
NC 186 (2.88%)  
Nigeria  
1962  
OML 58 (40.00%)  
OML 99 Amenam-Kpono (30.40%)  
OML 100 (40.00%)  
OML 102 (40.00%)  
OML 102 - Ekanga (40.00%)  
Shell Petroleum Development Company (SPDC  
10.00%)  
OML 130 (24.00%)  
Bonga (12.50%)  
North America  
Canada  
1999  
1957  
Surmont (50.00%)  
United States  
Matterhorn (100.00%)  
Virgo (64.00%)  
Several assets in the Barnett Shale area (25.00%)  
Tahiti (17.00%)  
South America  
Argentina  
1978  
Aguada Pichana (27.27%)  
Aries (37.50%)  
Cañadon Alfa Complex (37.50%)  
Carina (37.50%)  
Hidra (37.50%)  
San Roque (24.71%)  
Sierra Chata (2.51%)  
Bolivia  
1995  
1973  
San Alberto (15.00%)  
San Antonio (15.00%)  
Colombia  
Caracara (34.18%) (  
Cupiagua (19.00%)  
Cusiana (19.00%)  
k)  
(k)  
Espinal (7.32%)  
San Jacinto/Rio Paez (8.14%) (  
k)  
Trinidad & Tobago  
Venezuela  
1996  
1980  
Angostura (30.00%)  
PetroCedeño (30.323%)  
Yucal Placer (69.50%)  
Asia-Pacific  
Brunei  
1986  
Maharaja Lela Jamalulalam (37.50%)  
Indonesia  
1968  
Bekapai (50.00%)  
Handil (50.00%)  
Peciko (50.00%)  
Sisi-Nubi (47.90%)  
Tambora-Tunu (50.00%)  
Badak (1.05%)  
Nilam - gas and condensates (9.29%)  
Nilam - oil (10.58%)  
Myanmar  
Thailand  
1992  
Yadana (31.24%)  
1990  
Bongkot (33.33%)  
Commonwealth of Independant States  
Azerbaijan  
1996  
Shah Deniz (10.00%)  
Russia  
1989  
Kharyaga (50.00%)  
TOTAL / 15  
2
BUSINESS OVERVIEW  
Upstream  
Year of  
entry into  
Group-operated  
Non-Group-operated producing assets  
(Group share)  
the country producing assets (Group share)  
Europe  
France  
1939  
Lacq (100.00%)  
Meillon (100.00%)  
Pecorade (100.00%)  
Vic-Bilh (73.00%)  
Lagrave (100.00%)  
Lanot (100.00%)  
Dommartin-Lettrée (56.99%)  
Itteville (78.73%)  
La Croix-Blanche (100.00%)  
Rousse (100.00%)  
Vert-le-Grand (90.05%)  
Vert-le-Petit (100.00%)  
Norway  
1965  
Skirne (40.00%)  
Åsgard (7.68%)  
Ekofisk (39.90%)  
Eldfisk (39.90%)  
Embla (39.90%)  
Gimle (4.90%)  
Glitne (21.80%)  
Gungne (10.00%)  
Heimdal (16.76%)  
Hod (25.00%)  
Huldra (24.33%)  
Kristin (6.00%)  
Kvitebjørn (5.00%)  
Mikkel (7.65%)  
Oseberg (10.00%)  
Oseberg East (10.00%)  
Oseberg South (10.00%)  
Sleipner East (10.00%)  
Sleipner West (9.41%)  
Snøhvit (18.40%)  
Snorre (6.18%)  
Statfjord East (2.80%)  
Sygna (2.52%)  
Tor (48.20%)  
Tordis (5.60%)  
Troll I (3.69%)  
Troll II (3.69%)  
Tune (10.00%)  
Tyrihans (23.18%)  
Vale (24.24%)  
Valhall (15.72%)  
Vigdis (5.60%)  
Vilje (24.24%)  
Visund (7.70%)  
Yttergryta (24.50%)  
The Netherlands  
1964  
F6a gaz (55.66%)  
F6a huile (65.68%)  
F15a Jurassic (38.20%)  
F15a Triassic (32.47%)  
J3a (30.00%)  
K1a (40.10%)  
K3b (56.16%)  
K4a (50.00%)  
K4b/K5a (36.31%)  
K5b (45.27%)  
K5F (40.39%)  
1
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10 11  
Upstream  
BUSINESS OVERVIEW  
Year of  
entry into  
Group-operated  
Non-Group-operated producing assets  
(Group share)  
the country producing assets (Group share)  
K6/L7 (56.16%)  
L1a/L1d (60.00%)  
L1e/L1f (55.66%)  
L4a (55.66%)  
E16a (16.92%)  
E17a/E17b (14.10%)  
J3b/J6 (25.00%)  
Q16a (6.49%)  
United Kingdom  
1962  
Alwyn North, Dunbar, Ellon, Grant  
Nuggets (100.00%)  
(
c)  
Elgin-Franklin (EFOG 46.17%)  
Forvie Nord (100.00%)  
Glenelg (49.47%)  
Jura (100.00%)  
Otter (81.00%)  
West Franklin (EFOG 46.17%)  
(
c)  
Alba (12.65%)  
Armada (12.53%)  
Bruce (43.25%)  
Markham unitized fields (7.35%)  
ETAP (Mungo. Monan) (12.43%)  
Everest (0.87%)  
Keith (25.00%)  
Maria (28.96%)  
Nelson (11.53%)  
Seymour (25.00%)  
Middle East  
U.A.E.  
1939  
Abu Dhabi -Abu Al Bu Khoosh (75.00%)  
(
d)  
Abu Dhabi offshore (13.33%)  
(
e)  
Abu Dhabi onshore (9.50%)  
GASCO (15.00%)  
ADGAS (5.00%)  
Iran  
1954  
1937  
1936  
Dorood (55.00%) (f)  
South Pars 2 & 3 (40.00%) (g)  
Oman  
Qatar  
Various fields onshore (Block 6) (4.00%) (h)  
Mukhaizna field (Block 53) (2.00%) (i)  
Al Khalij (100.00%)  
Dolphin (24.50%)  
North Field - NFB (20.00%)  
North Field -Qatargas 2 Train 5 (16.70%)  
Syria  
1988  
1987  
Deir Ez Zor (Al Mazraa, Atalla North, Jafra,  
(
j)  
Marad, Qahar, Tabiyeh) (100.00%)  
Yemen  
Kharir/Atuf (bloc 10) (28.57%)  
Al Nasr (Block 5) (15.00%)  
(
a) The Group’s interest in the local entity is approximately 100% in all cases except for Total Gabon (57.96%), Total E&P Cameroon (75.80%) and certain entities in the United  
Kingdom, Algeria, Abu Dhabi and Oman (see notes b through l below).  
(
(
(
(
(
(
b) TOTAL has an indirect 19.41% interest in the Ourhoud field and a 48.83% indirect interest in the RKF field through its interest in CEPSA (equity affiliate).  
c) TOTAL has a 35.8% indirect interest in Elgin Franklin through its interest in EFOG.  
d) Through ADMA (equity affiliate), TOTAL has a 13.33% interest and participates in the operating company, Abu Dhabi Marine Operating Company.  
e) Through ADPC (equity affiliate), TOTAL has a 9.50% interest and participates in the operating company, Abu Dhabi Company for Onshore Oil Operation.  
f) TOTAL has transferred operatorship of Dorood to the National Iranian Oil Company (NIOC). The Group has a 55% interest in the foreign consortium.  
g) TOTAL has transferred operatorship to the National Iranian Oil Company (NIOC) for phases 2 and 3 of the South Pars field. The Group has a 40.00% interest in the foreign  
consortium.  
(
h) TOTAL has a direct interest of 4.00% in Petroleum Development Oman LLC, operator of Block 6, in which TOTAL has an indirect interest of 4.00% via Pohol (equity affiliate).  
TOTAL also has a 5.54% interest in the Oman LNG facility (trains 1 and 2), and an indirect participation of 2.04% through OLNG in Qalhat LNG (train 3).  
i) TOTAL has a direct interest of 2.00% in Block 53.  
(
(
(
j) Operated by DEZPC which is 50.00% owned by TOTAL and 50.00% owned by SPC.  
k) TOTAL has an indirect 34.18% interest in the Caracara Block, 8.14% in the San Jacinto/Rio Paez Block and 7.32% in the Espinal Block through its interest in CEPSA (equity  
affiliate).  
(
l) Implementation of new contractual terms following the ratification of contracts in early 2010.  
TOTAL / 17  
2
BUSINESS OVERVIEW  
Upstream  
On CLOV, the fourth pole, basic engineering studies were  
launched in 2008 for the development of the Cravo, Lirio,  
Orquidea and Violeta fields. This development is expected to lead  
to the installation of a fourth FPSO with a production capacity of  
Africa  
In 2009, TOTAL’s production in Africa (including production  
from equity affiliates and non-consolidated subsidiaries) was  
160 kb/d. The final investment decision is expected in 2010.  
7
49 kboe/d, representing 33% of the Group’s overall  
production, compared to 783 kboe/d in 2008 and 806 kboe/d in  
007.  
o On Block 14 (20%), production on the Tombua-Landana field  
started in August 2009 and adds to production from the  
Benguela-Belize-Lobito-Tomboco (BBLT) and Kuito fields.  
2
In Algeria, TOTAL’s production was 74 kboe/d in 2009, down from  
9 kboe/d in 2008 and 2007, notably due to the termination of the  
Hamra contract in October 2009. In addition to Hamra, the Group’s  
009 production came from its direct interests in the TFT field (Tin  
Fouyé Tabenkort, 35%) and from its 48.83% interest in CEPSA, a  
partner of Sonatrach (the Algerian national oil and gas company) on  
the Ourhoud and Rhourde El Krouf fields. TOTAL also holds a 37.75%  
direct interest in the Timimoun gas project, alongside Sonatrach  
o On the ultra-deep offshore Block 32 (30%, operator), the twelve  
discoveries made between 2003 and 2007 confirmed the oil  
potential of the block. Appraisal is continuing and pre-  
development studies for a first production zone in the central/  
southeastern portion of the block are underway.  
7
2
In 2008, leasehold rights for the Calulu zone on Block 33 were  
extended for five years. TOTAL became the operator of this block in  
(51%) and CEPSA (11.25%). In December 2009, TOTAL won the call  
2008 with a 55% interest. In 2007, TOTAL acquired interests on  
for tenders related to the acquisition of a 47% interest in the Ahnet  
license. The agreement provides for a development plan that is  
expected to be submitted to the authorities before mid-2011, with  
start-up of production scheduled for 2015 and an expected plateau  
Blocks 17/06 (30%, operator) and 15/06 (15%).  
In addition, construction is underway for the Angola LNG project  
(13.6%), which involves a liquefaction plant near Soyo designed to  
3
production of at least 400 Mcf/d (4 Bm /y).  
bring the country’s natural gas reserves to market, in particular the  
associated gas from the fields on Blocks 0, 14, 15, 17 and 18. This  
project was approved by the government of Angola and the  
project’s partners in December 2007 and production is expected to  
begin in 2012.  
o On the TFT field, the completion of the compression project is  
expected to maintain plateau production at nearly 180 kboe/d.  
o The approval of the Timimoun project by the ALNAFT National  
Agency allowed TOTAL and its partners to launch the basic  
engineering studies phase in early 2010 for a start-up of production  
expected in late 2013. Commercial production for the natural gas  
In Cameroon, TOTAL has been producing since 1977 and it  
operated production in 2009 of approximately 50 kboe/d,  
representing nearly 65% of the country’s overall production . The  
3
1
from Timimoun is expected to reach nearly 160 Mcf/d (1.6 Bm /y) at  
plateau.  
Group’s share of production in 2009 amounted to 12 kboe/d,  
compared to 14 kboe/d in 2008 and 2007.  
In Angola, TOTAL produced 191 kboe/d in 2009, compared to  
2
1
05 kboe/d in 2008 and 2007. Production comes mainly from Blocks  
7, 0 and 14. From 2007 to 2009, several discoveries were made,  
The exclusive authorization to operate the Dissoni field (37.5%,  
operator) was granted by the Cameroonian authorities in November  
2008, with production scheduled to start in 2012. Plateau  
production for this field is expected to reach nearly 15 kb/d (in  
100%). On this permit, the discovery made in 2008 in the deltaic  
horizons during the drilling of the Njonji exploration well is expected  
to be assessed with an appraisal well in 2010.  
notably on Blocks 14, 31, 32, 15/06 and 17/06.  
o Deep-offshore Block 17 (40%, operator) is TOTAL’s principal  
asset in Angola. It is composed of four major poles: Girassol,  
Dalia, Pazflor and CLOV (based on the Cravo, Lirio, Orquidea and  
Violeta discoveries).  
In addition, TOTAL was awarded in July 2009 a new exploration  
block, Lungahe (100%), located near its operated concessions and  
permits.  
On the Girassol pole, production from the Girassol, Jasmim and  
Rosa fields averaged more than 220 kb/d (in 100%) in 2009. The  
Rosa field, which began production in June 2007, makes a  
substantial contribution to the Girassol FPSO (Floating Production,  
Storage and Offloading facility).  
In Egypt, TOTAL was awarded in May 2009 a 90% interest in Block  
4
(El Burullus offshore East) on which TOTAL is expected to be the  
On the second pole, the Dalia field, which began production in  
December 2006, reached its plateau production of 240 kb/d  
during the second quarter of 2007. This development, launched  
in 2003, is based on a system of sub-sea wells connected to an  
FPSO.  
operator pursuant to the approval by the relevant authorities. This  
permit, located in the Nile Basin where a number of natural gas  
discoveries have already been made, covers an initial 4-year  
exploration period and provides for the commitment to conduct 3D  
seismic work and to drill exploration wells.  
Production from the third pole, Pazflor, comprised of the  
Perpetua, Zinia, Hortensia and Acacia fields, is scheduled to  
begin in 2011. This development, under construction since its  
approval in late 2007, calls for the installation of an FPSO with a  
production capacity of up to 220 kb/d.  
In Gabon, the Group’s share of production was 71 kboe/d in 2009,  
compared to 76 kboe/d in 2008 and 83 kboe/d in 2007, due to the  
natural decline of mature fields. Total Gabon 2 is one of the Group’s  
oldest subsidiaries in sub-Saharan Africa. In 2007, the Convention  
1
2
. Source: TEP Cameroun and Société Nationale des Hydrocarbures du Cameroun.  
. Total Gabon is a Gabonese company whose shares are listed on Euronext Paris. TOTAL holds 58%, the Republic of Gabon 25% and the public float is 17%.  
1
8 / TOTAL - Registration Document 2009  
1
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9
10 11  
Upstream  
BUSINESS OVERVIEW  
d’Etablissement between Total Gabon and the government of  
Gabon was renewed for a 25-year period. This contractual scheme  
promotes exploration and development projects.  
Bemolanga contains oil sands accumulations. A first appraisal  
phase was launched to confirm the bitumen resources needed for a  
mining development. Drilling operations started in July 2009 and  
are expected to take place in 2010 during the dry season (April to  
November).  
o On the Anguille field, the reservoir studies begun in 2009 based  
on the results of the first thirteen Phase 1 wells indicate that the  
original production estimates will have to be revised downward.  
The project was first revised in early 2009 to capitalize on lower  
oil service costs. It now calls for a more sequential approach over  
a longer period. The development plan and sizing of the new  
facilities have been reviewed accordingly.  
In Mauritania, TOTAL is active in exploration on the Ta7 and Ta8  
permits (60%, operator), located in the Taoudenni Basin, alongside  
Sonatrach (20%) and Qatar Petroleum International (20%), Qatar’s  
state-owned company. Drilling of an exploration well on the Ta8  
permit started in October 2009.  
In Nigeria, the Group’s production amounted to 235 kboe/d in  
2
009, compared to 246 kboe/d in 2008 and 261 kboe/d in 2007.  
o On the deep-offshore Diaba permit (Total Gabon 63.75%,  
operator), following the 2D seismic acquisition campaign that was  
shot in 2008 and 2009, 3D seismic acquisition work started in  
December 2009.  
TOTAL has been present in Nigeria since 1962. It operates seven  
production permits (OML) out of the forty-seven in which it holds an  
interest, and two exploration permits (OPL) out of the eight in which  
it holds an interest. The Group is also active in LNG through Nigeria  
LNG and the Brass LNG project.  
In Libya, the Group’s share of production amounted to 60 kb/d in  
o TOTAL holds a 15% interest in the Nigeria LNG Ltd gas  
liquefaction plant located in Bonny Island. The plant’s overall  
capacity has increased to 22 Mt/y of LNG since the  
commissioning of the sixth liquefaction train in late 2007. In 2009,  
security issues in the Niger Delta impacted certain suppliers’ gas  
production, restricting the plant’s supply and reducing LNG  
production.  
2
009, down from 74 kb/d in 2008 and 87 kb/d in 2007. This decline  
is primarily due to the implementation of OPEC quotas and new  
1
contractual provisions for Blocks NC 115 (30%) and NC 186  
1
(
24%) , on which TOTAL is a partner.  
1
o On the Mabruk field (Block C 17, 75% , operator), plateau  
production of 19 kb/d was maintained in 2009. In addition, the  
development plan for the Dahra and Garian structures was  
approved by the National Oil Corporation (NOC) in mid-2009.  
In addition, preliminary work continued in 2009 prior to launching  
the Brass LNG project (17%), which calls for the construction of  
two 5 Mt/y trains. The first phase of site preparation work was  
completed in 2009.  
1
o On Block C 137 (75% , operator), production on the Al Jurf field  
o TOTAL strengthened its ability to supply gas to the LNG projects  
in which it has interests and to meet the growing domestic  
demand in gas:  
resumed in late December 2008, following the temporary shutdown  
of production due to difficulties encountered in April 2008 during  
drilling operations. Production was 31 kboe/d in 2009. In addition,  
a project to reinject associated gas was launched in May 2009.  
- On the OML 136 permit (40%), following the appraisal work  
conducted in 2008 on the Amatu field, the Group successfully  
appraised the Temi Agge field in 2009, confirming the  
possibility of a future development pole on this permit.  
o TOTAL and NOC signed a Memorandum of Understanding in  
February 2009 to convert the existing contracts for Blocks C 137  
and C 17 into exploration and production sharing agreements  
-
As part of its joint venture with the Nigerian National Petroleum  
Corporation (NNPC), TOTAL launched a project to eventually  
increase the production capacity of the OML 58 permit (40%,  
operator) to 550 Mcf/d of gas. A second phase of this project,  
currently being assessed, is expected to allow the  
(EPSA IV) and extend them until 2032. Commitments to drill  
additional exploration wells were made within this framework.  
The EPSA IV contracts, signed in May 2009, were ratified by the  
Libyan government in early 2010.  
2
development of other reserves through these facilities.  
o On Blocks NC 115 and NC 186, a nearly 5,000 km seismic  
campaign started in December 2009.  
-
On the OML 112/117 permits (40%), TOTAL continued in 2009  
development studies for the Ima gas field.  
o On the Murzuk Basin, a development plan was submitted to the  
authorities in 2009 following a successful appraisal well drilled on  
o On the OML 102 permit (40%, operator), TOTAL continued in  
2009 to develop the Ofon II project. The final investment decision  
in expected in 2010. The Group is also planning the appraisal of  
the Etisong pole in 2010, located 15 km from the Ofon field,  
which is currently in production.  
the discovery made in 2006 on a portion of Block NC 191  
1
(
100% , operator).  
o On the Cyrenaic Basin, drilling of an exploration well started in  
1
February 2010 on Block 42 2/4 (60% , operator).  
In Madagascar, TOTAL acquired a 60% interest in, and the  
operatorship of, the Bemolanga permit in September 2008.  
1. Participation in the foreign consortium.  
TOTAL / 19  
2
BUSINESS OVERVIEW  
Upstream  
o On the OML 130 permit (24%, operator), production started in  
March 2009 on the Akpo field whose plateau production is  
North America  
2
25 kboe/d (in 100%). The Group is actively developing the Egina  
In 2009, TOTAL’s production in North America was 24 kboe/d,  
representing 1% of the Group’s overall production, compared  
to 14 kboe/d in 2008 and 20 kboe/d in 2007.  
field, for which a development plan was approved by the Nigerian  
authorities. In 2009, TOTAL conducted in Nigeria basic  
engineering studies on this field.  
o On the OML 138 permit (20%, operator), TOTAL continued to  
develop the Usan project (180 kb/d in 100%) in 2009, in particular  
with the start-up of drilling operations for production wells and  
the launch of the new FPSO hull in November 2009. First  
production is expected in 2012.  
In Canada, the Group is involved in oil sands projects in Athabasca,  
Alberta, through its interests in the Surmont (50%), Joslyn (75%,  
operator) and Northern Lights (50%, operator) permits. Since the  
end of 2004, the Group has also acquired 100% of several permits  
(Oil Sands Leases) through several auction sales, notably the  
Griffon permit, where interpretation of the 2008/2009 winter  
appraisal campaign is underway. The Group’s 2009 production  
amounted to 8 kb/d, stable compared to 2008.  
TOTAL also strengthened its position in the deep offshore by  
launching in 2009 the development of the Bonga Northwest project  
on OML 118 (12.5%). In 2009, the Group actively pursued its  
exploration program with the discovery made on the Owowo South  
prospect on OPL 223 (18%, operator).  
o On the Surmont permit, construction of the first phase of  
industrial development (Surmont Phase 1A) ended in June 2007  
with the gradual start-up of the steam injection for the first  
eighteen well pairs. The first well pairs tested SAGD (Steam  
Assisted Gravity Drainage) production in October 2007, and  
commercial production started in November 2007.  
Security issues in the Niger Delta region continued to impact the  
production of the Shell Petroleum Development Company (SPDC)  
joint venture, in which TOTAL owns 10%. Repair work on facilities  
in the western zone of the Niger Delta region continued in 2009,  
allowing production to partially resume, in particular on the EA  
offshore field (10%), where production resumed in the second half  
of 2009. In addition, SPDC’s 2009 gas and condensates production  
was affected notably by the shutdown of the Soku treatment plant,  
which had to be repaired after vandalism on the export pipelines in  
late 2008.  
Construction work for Phases 1B and 1C was conducted to add  
the sixteen well pairs needed to reach a production level  
estimated at 22 kb/d. The well pairs of Phase 1B gradually  
started production in 2009.  
In early 2010, the partners of the project decided to launch the  
construction of the second phase of industrial development.  
Start-up of production from Surmont Phase 2 is scheduled in  
2
015 and overall production capacity from Surmont (Phases 1  
In the Republic of the Congo, the Group’s share of production was  
and 2) is expected to increase to 110 kb/d (in 100%).  
1
06 kboe/d in 2009, compared to 89 kboe/d in 2008 and 77 kboe/d  
in 2007.  
o The Joslyn permit, located approximately 140 km north of  
Surmont, is expected to be developed through mining techniques  
in two development phases of 100 kb/d of bitumen each.  
o Production began on the Moho Bilondo field (53.5%, operator) in  
April 2008, where the drilling of development wells is continuing.  
Current production (in 100%) of approximately 80 kboe/d is  
expected to reach 90 kboe/d at plateau during 2010. The Moho  
North Marine 3 appraisal well, drilled in late 2008 after two  
discoveries made in 2007 (Moho North Marine 1 and 2), confirmed  
the potential of this permit. In the same area, the Moho North  
Marine 4 well discovered resources in the Albian zones in 2009.  
In 2009, the pre-project for the first development phase (Joslyn  
North Mine) was completely reviewed, notably to meet the  
requirements of the February 2009 new regulation related to  
tailings management. The review was completed in February  
2010, concurrent with the filing of an updated administrative file  
with the authorities. Continuation of preparation for the first  
phase was approved in early March 2010, together with the  
launch of basic engineering studies. Development of the project  
is expected to be approved in the following years for a start-up in  
2017. However, this schedule is subject to the ERCB (Energy  
Resources Conservation Board) administrative approval process.  
o Development of Libondo (65%, operator), approved in October  
2
008, is continuing. Commissioning is expected in 2011. This  
field is located on the Kombi-Likalala-Libondo operating field, 50  
km off the coast in water depths of 114 meters. Anticipated  
plateau production is 8 kb/d (in 100%). A substantial portion of  
the equipment is produced locally in Pointe-Noire through the  
redevelopment of a construction site that had been idle for  
several years.  
In addition, a small SAGD production unit that started production  
in 2006, but did not reach the expected 10 kb/d plateau  
production because of constraints on the steam injection  
pressure, has been suspended since March 2009. The future of  
the facility (mothballing or complete removal) has been subject to  
the request for authorization filed with ERCB in early 2010. The  
corresponding reserves were debooked as of  
In Sudan, the Group holds interests in an exploration permit in the  
southern part of the country, although no activity is currently  
underway in this country. For additional information on TOTAL’s  
operations in Sudan, see Chapter 4 (Risk Factors).  
December 31, 2008.  
2
0 / TOTAL - Registration Document 2009  
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10 11  
Upstream  
BUSINESS OVERVIEW  
o In 2006, TOTAL conducted studies leading to the decision to  
locate a delayed coker technology upgrader with a capacity of  
approximately 230 kb/d in Edmonton (Alberta). This upgrader is  
expected to be built in two phases to match the anticipated  
increase in bitumen production on the Joslyn permit. Pursuant to  
a public announcement in May 2007 and the ERCB filing in  
December 2007, the project is now subject to a public hearing  
expected in late May 2010. Basic engineering studies, launched  
in May 2008, ended in late 2009. This was the last step before  
construction work is launched. However, the final decision to  
launch the project can only be made after the approval by the  
administrative authorities and start-up should coincide with  
start-up of Joslyn North Mine.  
In Mexico, TOTAL is conducting various studies in cooperation with  
state-owned PEMEX under a technical cooperation agreement  
signed in 2003 and renewed in early 2010.  
South America  
In 2009, TOTAL’s production in South America (including  
production of equity affiliates and non-consolidated  
subsidiaries) was 182 kboe/d, representing 8% of the Group’s  
overall production, compared to 224 kboe/d in 2008 and  
230 kboe/d in 2007.  
In Argentina, TOTAL has been present since 1978 and operates  
1
2
8
7% of the country’s gas production . The Group’s production was  
0 kboe/d in 2009, compared to 81 kboe/d in 2008 and 80 kboe/d  
o In August 2008, the Group closed the acquisition of Synenco,  
whose two principal assets are a 60% interest in the Northern  
Lights project and 100% of the adjacent McClelland permit. In  
early 2009, the Group sold a 10% share in the Northern Lights  
project and a 50% share in the McClelland permit to Sinopec, the  
other partner in the project, reducing its interest in each of the  
assets to 50%. The Northern Lights project, located  
in 2007.  
o In the Neuquen Basin, the connection of satellite discoveries and  
an increase in compression capacity allowed the extension of the  
San Roque (24.7%, operator) and Aguada Pichana (27.3%,  
operator) fields’ plateau production.  
approximately 50 km north of Joslyn, is expected to be  
developed through mining techniques.  
The low-pressure compression project on the Aguada Pichana  
field was brought on-line in August 2007. Development of the  
Aguada Pichana North discovery is underway. The second  
development phase was brought on-line between September and  
November 2009 with five producing wells. It supplements the first  
phase that started in December 2007. Twenty-two wells were  
drilled in 2009 on the principal portion of the field.  
In the United States, the Group’s 2009 production amounted to  
1
6 kboe/d, compared to 6 kboe/d in 2008 and 18 kboe/d in 2007.  
o In the Gulf of Mexico:  
-
The deep-offshore Tahiti oil field (17%) started producing in  
May 2009 and rapidly reached plateau production of 135 kb/d.  
In February 2009, TOTAL and the Argentinean authorities signed  
an agreement extending the Aguada Pichana and San Roque  
concessions for ten years (from 2017 to 2027). As part of this  
agreement, a 3D seismic survey was shot in late 2009 in the Las  
Carceles canyons area to allow exploration to continue on  
Aguada Pichana, on the western portion of the area that is  
already developed.  
-
In September 2007, the Group committed to developing the  
first phase of the deep-offshore Chinook project (33.33%), with  
a production test scheduled in 2010.  
-
-
TOTAL acquired six exploration blocks in March 2009.  
o In Tierra del Fuego, the Group operates notably the offshore  
Carina and Aries fields (37.5%), which started up in 2005 and  
In April 2009, TOTAL and Cobalt signed an agreement to  
merge both companies’ deep-offshore acreage, with Cobalt  
holding a 60% interest and TOTAL the remaining 40%. As part  
of this agreement, Cobalt is operating the exploration part and  
TOTAL is providing the drilling rig for the first five exploration  
wells. In addition, engineers from TOTAL are assigned to the  
exploration team set up by Cobalt in Houston.  
2006, respectively. A fourth medium-pressure compressor was  
installed in July 2007 to debottleneck the facilities and increase  
the gas production capacity from approximately 424 Mcf/d to  
3 3  
30 Mcf/d (12 Mm /d to 15 Mm /d) on this zone. The Tierra del  
5
Fuego gas export pipeline does not currently have the capacity to  
transport all of the gas that could be produced with this  
development. Work to increase the capacity of the pipeline has  
been ongoing since 2008.  
-
TOTAL operates production on the Matterhorn and Virgo fields.  
o In Alaska, TOTAL acquired a 30% interest in several onshore  
exploration blocks, referred to as White Hills, in 2008. Most of  
these blocks were relinquished in mid-2009 following  
disappointing results. In 2007, the Group also acquired thirty-two  
offshore exploration blocks in the Beaufort Sea.  
In late 2009, a decision was made to launch the development of  
the offshore Vega Pleyade field and to extend low-pressure  
compression with an objective to start up production in late 2014.  
In Bolivia, the Group’s production, primarily gas, amounted to  
o In late 2009, TOTAL signed a joint venture agreement with  
Chesapeake, effective retrospectively since October 1, 2009. As  
part of this joint venture, TOTAL holds 25% of Chesapeake’s  
non-conventional gas portfolio in the Barnett Shale area in Texas  
which produce approximately 700 Mcf/d.  
20 kboe/d in 2009, compared to 22 kboe/d in 2008 and 28 kboe/d  
in 2007. TOTAL holds interests in six permits: two producing  
permits, San Alberto and San Antonio (15%); and four permits in  
the exploration or appraisal phase, Blocks XX West (75%, operator),  
Aquio and Ipati (80%, operator) and Rio Hondo (50%). The decline  
in 2009 production is primarily due to decreasing gas demand from  
Brazil, which is San Alberto's and San Antonio's major export  
market.  
o In January 2009, the Group finalized the acquisition of a 50%  
interest in American Shale Oil LLC in order to study the  
technology to develop oil shales in Colorado.  
1. Source: Argentinean Ministry of Federal Planning, Public Investment and Services – Energy Secretary.  
TOTAL / 21  
2
BUSINESS OVERVIEW  
Upstream  
o Regarding the Itau discovery, located on Block XX West, TOTAL  
filed in August 2009 a declaration of commerciality with the  
Bolivian authorities. Development of this field is proceeding and  
start-up is expected in the second half of 2010. Production from  
Itau will be routed to the existing facilities of the neighboring San  
Alberto field.  
In Trinidad & Tobago, TOTAL has been present since 1996 with  
production of 5 kb/d in 2009, compared to 6 kb/d in 2008 and  
9 kb/d in 2007. TOTAL holds a 30% interest in the offshore  
Angostura field located on Block 2C. A second phase intended to  
develop gas reserves is underway, with first production expected in  
2011.  
o In 2004, TOTAL discovered the Incahuasi gas field on the Ipati  
Block. Following the interpretation of the 3D seismic acquisition  
conducted in 2008, an appraisal well is ongoing on the adjacent  
Aquio Block to confirm the extension of the discovery to the  
north.  
In Venezuela, TOTAL has been present since 1980 and is one of  
the main partners of state-owned PDVSA (Petróleos de Venezuela  
S.A.). The Group’s 2009 production amounted to 54 kboe/d,  
compared to 92 kboe/d in 2008 and 94 kboe/d in 2007. TOTAL  
holds interests in PetroCedeño (30.323%), Yucal Placer  
(
69.5%) and in the offshore exploration Block 4, located in the  
In September 2008, TOTAL entered into a cooperation agreement  
with Gazprom and Yacimientos Petrolíferos Fiscales Bolivianos to  
explore the Azero Block within the framework of a joint venture  
company. TOTAL and Gazprom will be partners with equal interests  
in this joint venture company.  
Plataforma Deltana (49%).  
o Pursuant to the decision by the Venezuelan authorities to  
terminate all operating contracts signed in the 1990s, TOTAL  
signed heads of agreement in June 2007 with PDVSA, with the  
approval of the Ministry of Energy and Oil, providing for the  
transformation of the Sincor association into a mixed public/  
private company, PetroCedeño, and the transfer of operations to  
this mixed company. Under this agreement, TOTAL’s interest in  
the project decreased from 47% to 30.323% and PDVSA’s  
interest increased to 60%. Conditions for this transformation  
were approved by the Venezuelan National Assembly in October  
2007 and the transformation was finalized in February 2008.  
In Brazil, TOTAL holds interests in Block BC-2 (41.2%) and Block  
BM-C-14 (50%) located in the Campos Basin.  
o The partners on Block BC-2 drilled an appraisal well early in 2007  
and filed a Declaration of Commercial Discovery with the Agência  
National do Petroléo (ANP/National Oil Agency) in late August  
2
007. Following seismic reprocessing, a pre-salt prospect was  
found under the Xerelete (formerly Curió) discovery made in 2001  
in water depths of 2,400 m. An appraisal well is expected to be  
drilled in 2011.  
PDVSA agreed to compensate TOTAL for the reduction of its  
interest in Sincor by assuming $326 million of debt and by  
paying, mostly in crude oil, $834 million. The compensation  
process was completed in 2009.  
o The southern extremity of Xerelete is located on the adjacent  
BM-C-14 Block. In 2009, partners on both blocks finalized a  
unitization agreement for the field that has been submitted to  
ANP for approval.  
o On Block 4, the exploration campaign, which involved three  
wells, was completed in October 2007. In October 2008, the  
Ministry of Energy and Oil agreed to let the joint venture retain the  
Cocuina discovery zone (lots B and F) and relinquish the rest of  
the block.  
In Colombia, TOTAL has been present since 1973 with production  
of 23 kboe/d in 2009, similar to 2008, compared to 19 kboe/d in  
o In early 2008, TOTAL signed two agreements for joint studies  
2
007. TOTAL holds a 19% interest in the onshore Cupiaga and  
with PDVSA on the Junin 10 Block, in the Orinoco Belt.  
Cusiana fields, located at the base of the Andes, and a 50% interest  
in the Niscota exploration permit located 300 km northeast of  
Bogota. TOTAL is also active through its interest in CEPSA, which  
has operated the Caracara Block since 2008.  
Asia-Pacific  
In 2009, TOTAL’s production in the Asia-Pacific region was  
51 kboe/d, representing 11% of the Group’s overall  
production, compared to 246 kboe/d in 2008 and 252 kboe/d in  
007.  
2
o On Cusiaga, as part of two expansion projects, construction of  
the facilities started in July 2009 to increase gas production  
capacity from 180 Mcf/d currently to 250 Mcf/d and begin  
recovering 6 kb/d of LPG. First production of additional gas and  
LPG is expected in the second half of 2010 and in 2011,  
respectively.  
2
In Australia, where TOTAL has held leasehold rights since 2005,  
the Group owns twelve offshore permits, including four that it  
operates, off the northwest coast in the Browse, Vulcan, Bonaparte  
and Carnavon Basins.  
o On Niscota, drilling of the Huron-1 well led to the discovery in  
2
009 of a gas and condensate field. Appraisal of the Huron-1  
structure is ongoing with the launch of a 3D seismic campaign to  
define the size of the discovery and to plan for future appraisal  
wells.  
o In the Browse Basin, preparation of the Ichthys gas and  
condensates field development, located on the WA-285P permit  
(24%), is ongoing. FEED (Front End Engineering and Design)  
studies were launched in 2009 for a floating platform designed for  
gas production, treatment and export, an FPSO to stabilize and  
export condensates, a nearly 900 km gas pipeline and a  
liquefaction plant located in Darwin.  
In French Guiana, TOTAL acquired a 25% interest in the Guyane  
Maritime permit in December 2009. The acquisition is subject to  
approval by the French authorities. The permit, located about  
50 km off the coast, covers an area of approximately 32,000 km2  
in water depths ranging from 2,000 to 3,000 meters. A 3D seismic  
acquisition program is already underway on this permit.  
1
Production capacity is expected to be 8.4 Mt/y of LNG, 1.6 Mt/y  
of LPG and 100 kb/d of condensates. The field is expected to  
come onstream in the second half of the decade.  
2
2 / TOTAL - Registration Document 2009  
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Upstream  
BUSINESS OVERVIEW  
o Major seismic acquisition activity occurred in 2008 on the four  
permits operated by TOTAL, followed by the interpretation of  
data in 2009. A drilling campaign is expected to be carried out in  
wells was ongoing at year-end 2009. Gas production on Tunu  
was 1,269 Mcf/d in 2009. The eleventh development phase,  
launched in 2005, was completed in late 2009 with the  
commissioning of onshore low-pressure compression units.  
2
010 and 2011.  
o In 2009, TOTAL disposed of a 20% interest in the WA-269P  
permit (Carnavon Basin) and relinquished the adjacent WA-370P  
permit.  
- On Peciko, following the start-up of a new platform (Phase 5) in  
late 2008, a new phase of drilling operations (Phase 7) started  
in 2009 and is expected to continue in 2010. New low-pressure  
compression capacities (Phase 6) are expected to be  
commissioned in 2010. Gas production on Peciko was  
In Bangladesh, TOTAL operated two exploration blocks, Blocks 17  
and 18, acquired in 2007. In 2008, a 3D seismic campaign was  
conducted on these blocks located off the southeastern coast.  
Following the seismic interpretation, the decision to relinquish the  
blocks was made in February 2009. The branch was closed in  
October 2009.  
7
37 Mcf/d in 2009.  
On the East Bekapai exploration well, the oil discovery made in  
008 led to the launch of a development study, which is  
-
-
2
currently underway.  
The development of South Mahakam with the Stupa, West  
Stupa and East Mandu discoveries was launched in early 2008,  
with production scheduled to begin in 2012.  
In Brunei, where TOTAL has been present since 1986, the Group  
operates the offshore Maharaja Lela Jamalulalam field located on  
Block B (37.5%). The Group’s production was 12 kboe/d in 2009,  
compared to 14 kboe/d in 2008 and 2007. The gas produced at this  
field is delivered to the Brunei LNG liquefaction plant.  
o In 2008, a seismic campaign was conducted on the Southeast  
Mahakam exploration block (50%, operator), located in the  
Mahakam Delta. Drilling of a first exploration well is expected in  
2
010. TOTAL was awarded this block in early 2007.  
On Block B, a new drilling campaign started in July 2009.  
Exploration operations on deep-offshore Block J (60%, operator)  
have been suspended since May 2003 due to a border dispute  
between Brunei and Malaysia.  
o On the Sisi-Nubi field, which began production in November  
2007, drilling operations continue and gas production reached  
396 Mcf/d in 2009. The gas from Sisi-Nubi is produced through  
Tunu’s processing facilities.  
In China, the Group is present on the South Sulige block, located in  
the Ordos Basin, in the Inner Mongolia province. Appraisal work  
was conducted on this block between 2006 and 2008, in particular  
seismic acquisition, the drilling of four new wells and tests on  
existing wells. Development studies were carried out in 2008 and  
were continued in 2009 in order to define a development plan with  
the China National Petroleum Corporation (CNPC). The joint  
development plan was submitted to the CNPC in January 2010.  
In February 2009, the Group signed, alongside its partner Inpex and  
the state-owned company Pertamina, heads of agreement with a  
consortium of LNG buyers in Japan, setting out the principal terms  
for an extension of the 1973 and 1981 LNG sales contracts. As part  
of this agreement, a total of 25 Mt of LNG is expected to be  
delivered to Japan between 2011 and 2020 from the Bontang LNG  
Plant. The gas supplied will come from the Mahakam permit.  
In Malaysia, TOTAL signed a production sharing contract in May  
2008 with state-owned Petronas for the offshore exploration Blocks  
PM303 and PM324 (70%, operator). An operating structure was  
created in 2008 in Kuala Lumpur.  
In Indonesia, TOTAL has been present since 1968 with production  
of 190 kboe/d in 2009, compared to 177 kboe/d in 2008 and  
1
80 kboe/d in 2007.  
2
TOTAL’s operations are primarily concentrated on the Mahakam  
permit (50%, operator), which covers several fields, including  
Peciko and Tunu, the largest gas fields in the East Kalimantan area.  
TOTAL also holds an interest in the Sisi-Nubi field (47.9%,  
operator). TOTAL delivers most of its natural gas production to the  
Bontang LNG plant operated by the Indonesian company PT  
Badak. The overall capacity of the eight liquefaction trains at  
Bontang LNG is 22 Mt/y.  
In 2009, a 3D seismic acquisition covering 1,650 km was shot on  
Block PM303. Processing agreements for this seismic acquisition  
and reprocessing agreements for other seismic data available on  
Block PM324 were signed in July 2009, totaling an area of  
2,600 km for both blocks. Drilling in high pressure/high  
temperature conditions is expected to be carried out in 2011.  
2
The offshore SKF Block (42.5%) was relinquished in 2009.  
In 2009, gas production operated by TOTAL amounted to 2,561  
Mcf/d. The gas operated and delivered by TOTAL to Bontang LNG  
accounted for 80% of its supply. In addition to gas production,  
operated condensates and oil production from the Handil and  
Bekapai fields amounted to 53 kb/d and 26 kb/d, respectively.  
In Myanmar, TOTAL operates the Yadana field (31.2%). Located on  
offshore Blocks M5 and M6, this field produces gas that is delivered  
mainly to PTT (the Thai state-owned company) to be used in Thai  
power plants. In 2009, the Group’s production was 13 kboe/d,  
compared to 14 kboe/d in 2008 and 17 kboe/d in 2007.  
o On the Mahakam permit:  
In Thailand, the Group’s production was 36 kboe/d in 2009,  
compared to 41 kboe/d in 2008 and 2007. The Group’s main asset  
is the Bongkot gas and condensates field (33.3%). In late 2007, the  
Thai authorities agreed to extend the end of the concession period  
of the field by ten years, from 2013 to 2023. PTT purchases all of  
-
Drilling of additional wells on the Tunu field continued in 2009  
as part of the twelfth and thirteenth development phases.  
A new seismic campaign to improve imaging on the shallow  
reservoirs and to identify the optimal location for additional  
TOTAL / 23  
2
BUSINESS OVERVIEW  
Upstream  
the natural gas and condensates production. Gas demand, which  
decreased at the beginning of 2009, recovered by year-end to the  
Turkish and Georgian markets. TOTAL also holds a 5% interest in  
the BTC (Bakou-Tbilissi-Ceyhan) oil pipeline, owned by BTC Co.,  
which connects Baku and the Mediterranean Sea.  
2
008 level.  
o Gas deliveries to Turkey and Georgia from the Shah Deniz field  
continued throughout 2009, at a lower pace for Turkey due to  
weaker demand. Also, during the spring and summer of 2009,  
SOCAR, the Azerbaijan state-owned company, did not take the  
gas quantities set in the agreement, but SOCAR made the  
payments provided for by the take-or-pay agreement.  
o The northern portion of the Bongkot field is being developed in  
several phases:  
-
-
Production from the 3F development phase (three production  
platforms) started in July 2008.  
Production from the 3G development phase (two platforms),  
launched following gas discoveries made in 2007, started in  
August 2009.  
Development studies and business negotiations for the sale of  
additional gas needed to launch a second development phase in  
Shah Deniz continued in 2009.  
-
The 3H development phase (three platforms) was launched in  
July 2008 following gas discoveries made in the first half of  
o On the BTC oil pipeline, notably used to transport the  
condensates produced at Shah Deniz, equipment was installed in  
2
008. Commissioning is expected in 2010.  
2009 to inject chemicals to reduce head losses. They are  
Additional compression facilities were installed on four platforms  
to increase gas production.  
expected to increase the oil pipeline capacity from 1Mb/d to  
1.2 Mb/d.  
o The southern portion of this field (Great Bongkot South) is also  
being developed in several phases. This development is designed  
to include a processing platform, a residential platform and  
thirteen production platforms. In September 2009, the partners  
formalized a gas sales contract with PTT. Construction of the  
facilities started in 2009 and first production is expected in 2012.  
In 2009, TOTAL and SOCAR signed an exploration, development  
and production sharing contract for a permit located on the  
offshore Absheron block. TOTAL (40%) will be the operator during  
the exploration phase and a joint operating company will conduct  
operation during the development phase. Drilling of an exploration  
well is expected to start in 2010.  
To prepare for the next development phases of this large field, three  
exploration wells were drilled in 2009 in the northern portion and  
another well in the southern portion. Interpretation of the results is  
underway.  
In Kazakhstan, TOTAL has been present since 1992 through the  
interest it holds in the North Caspian Sea permit, which includes  
notably the Kashagan field. The size of this field may eventually  
allow production to reach nearly 1,500 kb/d (in 100%). This project  
is expected to be developed in several phases.  
In Vietnam, TOTAL holds a 35% interest in the production sharing  
contract for the offshore 15-1/05 exploration block following an  
agreement signed in October 2007 with PetroVietnam. A 3D seismic  
acquisition covering 1,600 km was shot in the summer of 2008 on  
this block. A first oil discovery was made in November 2009 on the  
southern portion of the Block.  
On Kashagan, the development plan for the first phase (300 kb/d)  
was approved in February 2004 by the Kazakh authorities, allowing  
work to begin on the field. Drilling of development wells, which  
began in 2004, continued in 2009 and production is expected to  
begin in late 2012.  
2
The agreements signed in October 2008 by members of the North  
Caspian Sea Production Sharing Agreement (NCSPSA) consortium  
and the Kazakh authorities ended the disagreement that began in  
August 2007. The implementation of these agreements led to a  
reduction of TOTAL’s share in NCSPSA from 18.52% to 16.81%.  
The operating structure was reconfigured and the North Caspian  
Operating Company (NCOC), a joint operating company, was  
entrusted with the operatorship. NCOC started operating the field in  
January 2009. NCOC supervises and coordinates NCSPSA’s  
operations and is directly responsible for the schedule, reservoir  
modeling, conceptual development studies and relations with the  
Kazakh authorities. NCOC uses TOTAL’s management system and  
the company’s chief executive officer is also an executive from  
TOTAL.  
In March 2009, TOTAL and PetroVietnam signed a production  
sharing contract for Blocks DBSCL-02 and DBSCL-03. Located in  
the Mekong Delta region, these onshore blocks are held by TOTAL  
(75%, operator) and PetroVietnam (25%). A first 2D seismic  
acquisition campaign was shot in November 2009.  
Commonwealth of Independent States (CIS)  
In 2009, TOTAL’s production in CIS was 24 kboe/d,  
representing 1% of the Group’s overall production, compared  
to 26 kboe/d in 2008 and 19 kboe/d in 2007.  
In Russia, where TOTAL has been present since 1989, production  
from the Kharyaga field (40%, operator) rose to 12 kboe/d in 2009  
from 8 kboe/d in 2008 and 2007. TOTAL strengthened its positions  
in the country through its partnerships with Gazprom and Novatek.  
In Azerbaijan, TOTAL has been present since 1996 with production  
in 2009 of 12 kboe/d, compared to 18 kboe/d in 2008 and  
1
1 kboe/d in 2007. The Group’s production is focused on the Shah  
Deniz field (10%). TOTAL holds a 10% interest in South Caucasus  
Pipeline Company, owner of the SCP (South Caucasus Pipeline)  
gas pipeline that transports the gas produced in Shah Deniz to the  
o In July 2007, TOTAL and Gazprom signed an agreement for the  
first phase of development on the giant Shtokman gas and  
2
4 / TOTAL - Registration Document 2009  
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10 11  
Upstream  
BUSINESS OVERVIEW  
condensates field, located in the Barents Sea. Shtokman  
Site preparation work started in August 2008, but the proceedings  
initiated by the Prosecutor of the Potenza Court against Total Italia  
led to a freeze in the preparation work. New calls for tenders have  
been launched related to certain contracts that had been cancelled.  
Preparation work related to the drilling of an appraisal well started  
in December 2009. The partners on Tempa Rossa are expected to  
make the final investment decision for the project in 2011.  
Development AG (TOTAL, 25%) was created in February 2008 to  
design, build, finance and operate the first development phase  
3
with an expected overall production capacity of 23.7 Bm /y.  
Engineering studies are underway with an investment decision  
expected in March 2011 for the part of the project that will allow  
3
the export of 23.7 Bm /y of gas by pipeline to the Gazprom  
network (offshore development, gas pipeline and onshore gas  
and condensates processing facilities – Teriberka site). The  
investment decision is expected before the end of 2011 for the  
LNG part of the project that will allow the export of 7.5 Mt/y of  
LNG from a new harbor located in Teriberka, representing  
approximately half of the gas produced by the first development  
phase.  
In addition, the extension plan for the Tarente refinery export  
system, needed for the development of the Tempa Rossa field, is  
expected to be submitted to the Italian authorities in 2010 for an  
approval expected in 2011. Start-up of production is currently  
expected in 2014 with a plateau production of 50 kb/d.  
o In December 2009, TOTAL finalized the acquisition from Novatek  
of a 49% interest in Terneftegas, which holds a development and  
production license on the onshore Termokarstovoye field.  
Appraisal work is expected to be carried out in 2010 and 2011 on  
this gas and condensates field located in the Yamalo-Nenets  
region.  
In Norway, where the Group has been present since the late 1960s,  
TOTAL holds interests in seventy-seven production permits on the  
Norwegian continental shelf, including fourteen that it operates.  
Norway is the largest single-country contributor to the Group’s  
production, with volumes of 327 kboe/d in 2009, compared to  
o On the Kharyaga field, work related to the development plan of  
Phase 3, approved in December 2007, is ongoing. This  
334 kboe/d in 2008 and 338 kboe/d in 2007.  
development plan is intended to maintain plateau production at  
the 30 kboe/d (in 100%) level reached in late 2009. In December  
o In the Norwegian North Sea, production was 256 kboe/d in 2009.  
The most substantial contribution to production, for the most part  
non-operated, comes from the Ekofisk Area located in the  
southern region. This region also includes the Greater Hild area  
2
009, TOTAL signed an agreement to sell a 10% interest in  
Kharyaga to state-owned Zarubezhneft. Following this  
divestment, effective as of January 1, 2010, TOTAL holds a 40%  
interest in this field.  
(Hild East, Central and West) located in the north.  
o In October 2009, TOTAL signed an agreement establishing the  
principles of a partnership with KazMunaiGas (KMG) for the  
development of the Khvalynskoye gas and condensates field,  
located offshore in the Caspian Sea (under Russian jurisdiction)  
on the border between Kazakhstan and Russia. Gas production is  
expected to be transported to Russia. Pursuant to this  
agreement, TOTAL is planning to acquire a 17% interest on  
KMG's share.  
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In the Ekofisk area, a major work program continued in 2009 on  
the Ekofisk (39.9%) and Eldfisk (39.9%) fields to increase  
production, oil recovery and the life span of existing facilities. A  
system of permanent seismic pick-ups will be set up in order to  
optimize future wells.  
On Hild East, located in the PL 040 / 043 (49%, operator)  
permits, drilling of an appraisal/pre-development well started in  
September 2009. Results are expected to define the basis of  
the development plan. Six exploration and appraisal wells had  
already confirmed the potential of the Greater Hild area.  
Europe  
In 2009, TOTAL’s production in Europe was 613 kboe/d,  
representing 27% of the Group’s overall production, compared  
to 616 kboe/d in 2008 and 674 kboe/d in 2007.  
On Frigg, dismantling of the offshore facilities was completed  
in 2009, on schedule.  
In France, the Group’s production was 24 kboe/d in 2009, down  
from 25 kboe/d in 2008 and 27 kboe/d in 2007. The Group has  
operated fields in this country since 1939, notably the Lacq  
o In the Norwegian Sea, the Haltenbanken area includes the  
Tyrihans (23.2%), Mikkel (7.7%) and Kristin (6%) fields as well as  
the Åsgard (7.7%) field and its satellites Yttergryta (24.5%) and  
Morvin (6%). In 2009, the Group’s production in the  
Haltenbanken area was 56 kboe/d.  
(100%) and Meillon (100%) gas fields, located in the southwest of  
the country.  
On the Lacq field, operated since 1957, a carbon capture and  
storage pilot was commissioned in January 2010. In connection  
with this project, a boiler has been modified to operate in an  
oxy-fuel combustion environment and the carbon dioxide emitted is  
captured and re-injected in the depleted Rousse field. As part of  
TOTAL’s sustainable development policy, this project will allow the  
Group to assess one of the technological possibilities for reducing  
carbon dioxide emissions.  
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Tyrihans came onstream in July 2009, as planned, and  
Yttergryta started in January 2009. Morvin is expected to start  
up production in 2010.  
- On the undeveloped Victoria discovery (PL211), operated by  
TOTAL (40%), the 6506/9-1 appraisal well confirmed the  
presence of gas, but revealed a structure more complex than  
expected.  
In Italy, the Tempa Rossa field (50%, operator), discovered in 1989  
and located on the unitized Gorgoglione concession (Basilicate  
region), is one of TOTAL’s principal assets in the country.  
o In the Barents Sea, LNG production on Snøhvit (18.4%) started  
up in 2007. This project includes both the development of the  
natural gas field and the construction of the associated  
TOTAL / 25  
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BUSINESS OVERVIEW  
Upstream  
liquefaction facilities. Due to design problem, the plant  
experienced performance and reliability concerns during the  
start-up phase. A number of turnarounds were scheduled to fix  
the issue. Excluding turnarounds, production levels close to the  
plant's production capacity (4.2 Mt/y for LNG production) were  
achieved in 2009.  
The Jura field (100%), discovered in late 2006, started production  
in May 2008 through two sub-sea wells connected to the pipeline  
linking Forvie North and Alwyn. The production capacity of this  
field is 50 kboe/d (gas and condensates).  
Development studies are nearing completion for Islay (100%), a  
second gas and condensates discovery made in 2008 and  
located in a faulted panel immediately east of Jura.  
Between 2007 and 2009, exploration and appraisal work occurred  
on various permits, including the drilling of a successful appraisal  
well on the Onyx SW discovery (PL 255, 20%), in the Haltenbanken  
area. In the Norwegian North Sea, the oil discovery on Dagny  
In late 2008, TOTAL increased its interest in the Otter field from  
54.3% to 81%.  
(
PL 048, 21.8%) and the Pan/Pandora (PL 120, 11%) discovery,  
o The development of the Elgin (35.8%) and Franklin fields (35.8%),  
in production since 2001, made a substantial contribution to the  
Group’s operations in the United Kingdom. This project  
constituted a technical milestone, combining the development of  
one of the deepest reservoirs in the North Sea (5,500 m) with  
temperature and pressure conditions among the highest in the  
world (190°C and 1,100 bars).  
made in 2008, substantially increased the potential of the Sleipner  
and Visund areas, respectively. A number of discoveries were also  
made in 2009, in particular on Beta Vest (PL 046, 10%) near  
Sleipner, Katla (PL 104, 10%), located south of Oseberg, and Vigdis  
North East (PL 089, 5.6%), located south of Snorre. In the Barents  
Sea, during the twentieth licensing round, TOTAL was awarded a  
new exploration permit: PL 535 (40%). On this permit, a 3D seismic  
acquisition was completed in 2009 and drilling is expected to begin  
in 2011.  
On the Elgin field, the infill well drilled between November 2008  
and September 2009 started production in October 2009 at a rate  
of 18 kboe/d. Drilling of a second infill well is ongoing. A similar  
well was completed on the Franklin field in 2007. Drilling of such  
a well in a high pressure/high temperature depleted field is a  
major technical milestone.  
In the Netherlands, TOTAL has been active in natural gas  
exploration and production since 1964 and currently holds twenty-  
four offshore production permits, including twenty that it operates,  
and an offshore exploration permit, E17c (16.92%), awarded in  
February 2008. The Group’s 2009 production amounted to  
Glenelg (49.5%) and West Franklin (35.8%), operated satellites of  
the Elgin and Franklin fields, respectively, started production in  
March 2006 and September 2007, respectively. Studies are  
underway for an additional development of West Franklin from a  
new platform. Anticipated production for this field over its life is  
estimated to total approximately 200 Mboe (in 100%).  
4
5 kboe/d, compared to 44 kboe/d in 2008 and 45 kboe/d in 2007.  
The acquisition of Goal Petroleum (Netherlands) B.V. in August  
008 is expected to increase the Group’s production by 8 kboe/d  
2
by 2011.  
o On the K5F field (40.39%, operator), production began in  
September 2008. This project is comprised of two sub-sea wells  
connected to the existing production and transport facilities. K5F  
is the first project in the world to use only electrically driven  
sub-sea wellheads and systems. This advance in sub-sea  
technologies is expected to increase the reliability of systems and  
improve environmental performance.  
As part of an agreement signed in 2005, TOTAL acquired a 25%  
interest in two blocks located near Elgin and Franklin by drilling a  
successful appraisal well on the Kessog structure. This interest  
was increased to 50% in 2009 following the completion of a long-  
duration test whose results are under study.  
o In the West of Shetland area, TOTAL increased its interest to  
80% in the Tormore and Laggan fields in early 2010. In late 2009,  
o The development of the K5CU project (49%, operator) was  
launched in 2009 and production is expected to start in 2011.  
This development includes four wells supported by a new  
platform connected to the K5A platform by a 15 km gas pipeline.  
TOTAL acquired a 43.75% interest (and operatorship) in the P967  
permit located north of Laggan-Tormore. This permit includes the  
Tobermory gas discovery.  
A successful exploration well was drilled in 2007 on the Tormore  
prospect, located 15 km southwest of the Laggan field.  
Development studies allowed the Group and its partners to select  
a joint development plan for both fields using sub-sea production  
facilities and off-gas treatment (gas and condensates) at a plant  
located near the Sullom Voe terminal in the Shetland Islands. The  
gas would be exported to the Saint-Fergus terminal through a  
new pipeline connected to the Frigg pipeline (FUKA). The final  
investment decision for the project has been made in March 2010  
and production is scheduled to start in 2014 with an expected  
capacity of 90 kboe/d.  
In the United Kingdom, TOTAL has been present since 1962 with  
production in 2009 of 217 kboe/d, compared to 213 kboe/d in 2008  
and 264 kboe/d in 2007. The United Kingdom accounts for nearly  
1
0% of the Group’s overall production. 85% of this production  
comes from operated fields located in two major zones: the Alwyn  
zone in the northern North Sea, and the Elgin/Franklin zone in the  
Central Graben.  
o On the Alwyn zone, wells drilled on the Alwyn North field  
(100%) discovered new reserves that came onstream in 2007 and  
2
009. In addition, the start-up of production from satellites or new  
reservoir compartments allowed the potential for production to  
remain at a level near the processing and compressing capacities  
of the Alwyn platform (530 Mcf/d of gas increased to 575 Mcf/d  
since the summer 2008 planned shutdown for maintenance).  
TOTAL holds interests in ten assets operated by third parties, the  
most important in terms of reserves being the Bruce (43.25%) and  
Alba (12.65%) fields.  
2
6 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Upstream  
BUSINESS OVERVIEW  
In Qatar, TOTAL has been present since 1936 and holds interests  
in the Al Khalij field (100%), the NFB Block (20%) in the North Field,  
the Qatargas 1 liquefaction plant (10%), the Dolphin project  
Middle East  
In 2009, TOTAL’s production in the Middle East (including  
production of equity affiliates and non-consolidated  
subsidiaries) was 438 kboe/d, representing 19% of the Group’s  
overall production, compared to 432 kboe/d in 2008 and  
(
24.5%) and train 5 of Qatargas 2 (16.7%). The Group’s production  
was 141 kboe/d in 2009, compared to 121 kboe/d in 2008 and  
4 kboe/d in 2007. Production substantially increased with the  
7
start-ups of Qatargas 2 and Dolphin.  
3
90 kboe/d in 2007.  
o Production from Dolphin started during the summer of 2007 and  
reached its full capacity in the first quarter of 2008. The contract,  
signed in December 2001 with state-owned Qatar Petroleum,  
provides for the sale of 2,000 Mcf/d of gas from the North Field  
for a 25-year period. The gas is processed in the Dolphin plant in  
Ras Lafan and exported to the United Arab Emirates through a  
In the United Arab Emirates, where TOTAL has been present since  
939, the Group’s production in 2009 was 214 kboe/d, compared  
to 243 kboe/d in 2008 and 242 kboe/d in 2007. The decline in 2009  
is primarily due to the implementation of OPEC quotas.  
1
In Abu Dhabi, TOTAL holds interests in the Abu Al Bu Khoosh field  
360 km gas pipeline.  
(75%, operator), in the Abu Dhabi Company for Onshore Oil  
o Production from train 5 of Qatargas 2, which started in  
September 2009, reached its full capacity (7.8 Mt/y) in late 2009.  
TOTAL has owned an interest in this train since December 2006.  
In addition, TOTAL began to off-take part of the LNG produced in  
compliance with the contracts signed in July 2006, which provide  
for the purchase of 5.2 Mt/y of LNG from Qatargas 2 by the  
Group.  
Operations (ADCO, 9.5%), which operates the five major onshore  
fields in Abu Dhabi, and in Abu Dhabi Marine (ADMA, 13.3%), which  
operates two offshore fields. TOTAL also has interests in Abu Dhabi  
Gas Industries (GASCO, 15%), which produces LPG and  
condensates from the associated gas produced by ADCO, and in  
Abu Dhabi Gas Liquefaction Company (ADGAS, 5%), which  
produces LNG, LPG and condensates.  
The Group also holds a 10% interest in Laffan Refinery, a 146 kb/d  
condensate splitter that started up in September 2009.  
In early 2009, TOTAL signed agreements for a 20-year extension of its  
participation in the GASCO joint venture starting on October 1, 2008.  
In Syria, TOTAL is present on the Deir Ez Zor permit (100%,  
operated by DEZPC of which 50% is owned by TOTAL) and  
through the Tabiyeh contract that became effective in October  
The Group also holds a 33.3% interest in Ruwais Fertilizer Industries  
(FERTIL), which produces urea. In 2005, FERTIL’s corporate life was  
extended for an additional 25-year period. FERTIL 2, a new project,  
was launched in 2009 to build a new granulated urea unit with a  
capacity of 3,500 t/d (1.2 Mt/y). This project will allow FERTIL to  
more than double production and reach nearly 2 Mt/y.  
2
2
009. For both assets, the Group’s production was nearly  
0 kboe/d in 2009, compared to 15 kboe/d in 2008 and 2007.  
Three new agreements were approved:  
In Iraq, TOTAL participated in 2009 in both calls for tenders  
launched by the Iraqi Ministry of Oil. The CNPC-led consortium that  
includes TOTAL (25%) was awarded the development and  
production contract for the Halfaya field during the second call for  
tenders that was held in December 2009. This field is located in the  
province of Missan, north of Basra. In addition, the Group  
continued its major training program for Iraqi engineers. As a result,  
a training framework agreement was signed in December 2009 by  
TOTAL and the Iraqi Ministry of Oil.  
o in November 2008, the 10-year extension of the Deir Ez Zor  
permit to 2021;  
o in October 2009, the Tabiyeh agreement, which primarily  
provides for an increase in the production from the gas and  
condensates Tabiyeh field; and  
o in July 2009, the Cooperation Framework Agreement, which  
provides for the development of oil projects in partnership with  
the Syrian company General Petroleum Corporation.  
In Iran, the Group’s production, in the form of buy-back  
agreements, amounted to 8 kb/d in 2009, compared to 9 kb/d in  
For additional information on TOTAL’s operations in Syria, see  
Chapter 4 (Risk Factors).  
2
008 and 15 kb/d in 2007. For additional information on TOTAL’s  
operations in Iran, see Chapter 4 (Risk Factors).  
In Yemen, TOTAL has been present since 1987 with production in  
2
2
009 of 21 kboe/d, compared to 10 kboe/d in 2008 and 9 kboe/d in  
007. TOTAL has interests in the country’s two oil basins, as the  
In Oman, the Group’s production in 2009 was 34 kboe/d, stable  
compared to 2008 and 2007. The Group produces oil mainly on  
Blocks 6 and 53 as well as liquefied natural gas through its interests  
in the Oman LNG (5.54%)/Qalhat LNG (2.04%) 1 liquefaction plant,  
which has a capacity of 10.5 Mt/y.  
operator on Block 10 (Masila Basin, East Shabwa permit, 28.57%)  
and as a partner on Block 5 (Marib Basin, Jannah permit, 15%).  
TOTAL also has an interest in the Yemen LNG project (39.62%).  
1. Indirect interest through the 36.8% share of Qalhat LNG owned by Oman LNG.  
TOTAL / 27  
2
BUSINESS OVERVIEW  
Upstream  
The Yemen LNG liquefaction plant started up in October 2009. As  
part of this project, the liquefaction plant built in Balhaf on the  
southern coast of Yemen is supplied with gas produced on Block  
In 2008, TOTAL strengthened its position in onshore exploration  
through the acquisition of a 30.9% interest in Block 70 following the  
purchase of a 40% share in Blocks 69 and 71 in 2007. Appraisal of  
a gas discovery on Block 71 is underway. The first well drilled on  
Block 70 discovered positive oil shows. The potential of this  
discovery has yet to be assessed.  
1
3
8, located near Marib in the center of the country, through a  
20 km pipeline. Production from the plant started with the  
commissioning of the first liquefaction train. Construction of the  
second train is nearing completion for a start-up by the summer of  
2
010. Overall production capacity from both trains is expected to  
reach 6.7 Mt/y of LNG.  
2
8 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Upstream  
BUSINESS OVERVIEW  
Oil and gas acreage  
2
009  
2008  
2007  
Undeveloped Developed  
Undeveloped Developed Undeveloped Developed  
(
a)  
(a)  
(a)  
acreage  
(
in thousands of acres at year-end)  
acreage  
acreage  
acreage  
acreage  
acreage  
Gross  
Net  
5,964  
2,203  
667  
182  
5,880  
2,191  
647  
181  
5,762  
2,065  
656  
173  
Europe  
Gross  
Net  
85,317  
45,819  
1,137  
308  
85,883  
41,608  
1,112  
292  
93,469  
50,564  
1,165  
281  
Africa  
Gross  
Net  
9,834  
4,149  
776  
259  
8,749  
4,133  
484  
186  
8,018  
3,844  
495  
185  
Americas  
Middle East  
Gross  
Net  
33,223  
2,415  
204  
97  
33,223  
2,415  
199  
69  
84,569  
17,816  
185  
62  
Gross  
Net  
29,609  
16,846  
397  
169  
25,778  
12,529  
387  
131  
30,391  
13,417  
388  
109  
Asia  
Gross  
Net (b)  
163,947  
71,432  
3,181  
1,015  
159,513  
62,876  
2,829  
859  
222,209  
87,706  
2,889  
810  
Total  
(
(
a) Undeveloped acreage includes leases and concessions.  
b) Net acreage equals the sum of the Group’s fractional interests in gross acreage.  
Number of productive wells  
2
009  
2008  
Gross  
2007  
Gross  
Gross  
Net  
Net  
Net  
productive productive  
productive productive  
productive productive  
(
a)  
(a)  
(a)  
wells  
(
wells at year-end)  
wells  
wells  
wells  
wells  
wells  
Liquids  
Gas  
705  
328  
166  
125  
700  
328  
166  
127  
718  
305  
181  
115  
Europe  
Liquids  
Gas  
2,371  
190  
669  
50  
2,465  
112  
692  
34  
2,448  
108  
684  
31  
Africa  
Liquids  
Gas  
821  
1,905  
241  
424  
621  
254  
176  
79  
619  
276  
224  
102  
Americas  
Middle East  
Liquids  
Gas  
3,766  
136  
307  
32  
3,762  
83  
264  
15  
473  
70  
75  
13  
Liquids  
Gas  
157  
1,156  
75  
379  
184  
1,049  
68  
271  
315  
975  
96  
195  
Asia  
Oil  
7,820  
3,715  
1,458  
1,010  
7,732  
1,826  
1,366  
526  
4,573  
1,734  
1,260  
456  
Total  
Gas  
(
a) Net wells equal the sum of the Group’s fractional interests in gross wells.  
TOTAL / 29  
2
BUSINESS OVERVIEW  
Upstream  
Number of net oil and gas wells drilled annually  
2009  
2008  
2007  
Net  
productive  
wells  
Net  
total  
wells  
Net  
productive  
wells  
Net  
total productive  
wells wells  
Net  
Net  
total  
wells  
Net dry  
wells  
Net dry  
wells  
Net dry  
wells  
Exploratory  
drilled (a) drilled (a) drilled (a)  
drilled (a) drilled (a) drilled (a)  
drilled (a) drilled (a) drilled (a)  
Europe  
Africa  
Americas  
Middle East  
Asia  
4.8  
0.5  
1.3  
3.9  
2.0  
1.3  
8.7  
2.0  
1.3  
4.7  
0.4  
4.1  
2.0  
3.2  
2.6  
3.3  
7.9  
2.6  
0.4  
6.3  
2.1  
8.1  
0.7  
1.0  
8.7  
1.3  
0.6  
0.1  
3.1  
16.8  
2.0  
0.6  
5.6  
1.3  
1.8  
2.2  
5.5  
Total  
5.3  
8.5  
13.8  
10.5  
10.0  
20.5  
16.4  
11.7  
28.1  
Development  
Europe  
Africa  
Americas  
Middle East  
Asia  
5.0  
27.5  
31.2  
45.6  
63.5  
0.2  
104.3  
3.4  
5.0  
27.7  
135.5  
49.0  
6.2  
38.3  
41.5  
61.2  
58.7  
6.4  
270.9  
7.6  
6.2  
44.7  
312.4  
68.8  
13.5  
51.6  
94.8  
82.6  
58.0  
0.1  
105.6  
5.1  
13.6  
51.6  
200.4  
87.7  
0.3  
63.8  
58.7  
58.0  
Total  
Total  
172.8  
178.1  
108.2  
116.7  
281.0  
294.8  
205.9  
216.4  
284.9  
294.9  
490.8  
511.3  
300.5  
316.9  
110.8  
122.5  
411.3  
439.4  
(
a) Net wells equal the sum of the Group’s fractional interests in gross wells.  
Drilling and production activities in progress  
2
009  
2008  
2007  
(
wells at year-end)  
Exploratory  
Gross  
Net (a)  
Gross  
Net (a)  
Gross  
Net (a)  
Europe  
Africa  
Americas  
Middle East  
Asia  
1
4
2
1
0.5  
1.3  
0.6  
0.4  
2
7
1
1
1
1.1  
2.5  
0.5  
0.3  
0.1  
1
3
4
0.4  
0.6  
1.8  
Total  
8
2.8  
12  
4.5  
8
2.8  
Development  
Europe  
Africa  
Americas  
Middle East  
Asia  
5
31  
60  
40  
12  
2.2  
8.5  
17.8  
4.8  
7
19  
9
5
23  
3.7  
4.3  
3.2  
2.2  
7.8  
22  
41  
6
14  
29  
4.7  
10.5  
2.4  
6.1  
10.8  
5.5  
Total  
Total  
148  
156  
38.8  
41.6  
63  
75  
21.2  
25.7  
112  
120  
34.5  
37.3  
(
a) Net wells equal the sum of the Group’s fractional interests in gross wells.  
3
0 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Upstream  
BUSINESS OVERVIEW  
Interests in pipelines  
The table below sets forth TOTAL’s interests in oil and gas pipelines.  
As of December 31, 2009  
Pipeline(s)  
Origin  
Destination  
Oseberg  
% interest Operator Liquids Gas  
EUROPE  
France  
TIGF  
Network South West  
Lille-Frigg, Froy  
100.00  
x
x
x
Norway  
Frostpipe (inhibited)  
36.25  
7.78  
x
(
a)  
Gassled  
Heimdal to Brae Condensate Line  
Kvitebjorn pipeline  
Heimdal  
Kvitebjorn  
Ekofisk Treatment center  
Oseberg, Brage and Veslefrikk  
Sleipner East  
Troll B and C  
Brae  
16.76  
5.00  
34.93  
8.65  
10.00  
3.71  
x
x
x
x
x
x
Mongstad  
Teeside (UK)  
Sture  
Norpipe Oil  
Oseberg Transport System  
Sleipner East Condensate Pipe  
Troll Oil Pipeline I and II  
Karsto  
Vestprosess (Mongstad refinery)  
The Netherlands  
Nogat pipeline  
WGT K13-Den Helder  
WGT K13-Extension  
F3-FB  
K13A-K4/K5  
Markham  
Den Helder  
Den Helder  
K13-K4/K5  
23.19  
4.66  
23.00  
x
x
x
United Kingdom  
Alwyn Liquid Export Line  
Alwyn North  
Cormorant  
Forties (Unity)  
Teeside  
100.00  
43.25  
0.57  
15.89  
100.00  
16.00  
25.73  
54.66  
x
x
x
Bruce Liquid Export Line  
Bruce  
Central Area Transmission System (CATS)  
Central Graben Liquid Export Line (LEP)  
Frigg System : UK line  
Ninian Pipeline System  
Shearwater Elgin Area Line (SEAL)  
SEAL to Interconnector Link (SILK)  
Cats Riser Platform  
Elgin-Franklin  
Alwyn North, Bruce and others  
Ninian  
Elgin-Franklin, Shearwater  
Bacton  
x
x
ETAP  
x
x
St.Fergus (Scotland)  
Sullom Voe  
Bacton  
x
x
x
x
Interconnector  
AFRICA  
Algeria  
Medgas  
Gabon  
Algeria  
Spain  
9.77 (b)  
x
(
(
c)  
c)  
Mandji Pipe  
Rabi Pipe  
Mandji fields  
Rabi fields  
Cap Lopez Terminal  
Cap Lopez Terminal  
100.00  
100.00  
x
x
x
x
AMERICAS  
Argentina  
Gas Andes  
TGN  
TGM  
Neuquen Basin (Argentina)  
Network (Northern Argentina)  
TGN  
Santiago (Chile)  
56.50  
15.40  
32.68  
x
x
x
x
x
x
Uruguyana (Brazil)  
Bolivia  
Transierra  
Brazil  
Yacuiba (Bolivia)  
Rio Grande (Bolivia)  
11.00  
x
TBG  
TSB (project)  
Bolivia-Brazil border  
TGM (Argentina)  
Porto Alegre via São Paulo  
TBG (Porto Alegre)  
9.67  
25.00  
x
x
Colombia  
Ocensa  
Oleoducto de Alta Magdalena  
Oleoducto de Colombia  
Cusiana, Cupiagua  
Tenay  
Vasconia  
Covenas Terminal  
Vasconia  
Covenas  
15.20  
0.93  
9.55  
x
x
x
ASIA  
Yadana  
Yadana (Myanmar)  
Ban-I Tong (Thai border)  
31.24  
x
x
REST OF WORLD  
BTC  
SCP  
Baku (Azerbaijan)  
Baku (Azerbaijan)  
Ceyhan (Turkey, Mediterranean)  
Georgia/Turkey Border  
U.A.E.  
5.00  
10.00  
24.50  
x
x
x
Dolphin (International transport and network) Ras Laffan (Qatar)  
(
a) Gassled: unitization of Norwegian gas pipelines through a new joint venture in which TOTAL has an interest of 7.783%. In addition to its direct interest in Gassled, TOTAL  
holds a 14.4% interest in a joint venture with Norsea Gas AS, which holds 2.726% in Gassled.  
b) Through the Group’s interest in CEPSA (48.83%).  
(
(
c) Interest of Total Gabon. The Group has a financial interest of 57.96% in Total Gabon.  
TOTAL / 31  
2
BUSINESS OVERVIEW  
Upstream  
Gas & Power  
The Gas & Power division is mainly focused on the optimization of  
the Group’s gas resources through marketing, trading, transport of  
natural gas and liquefied natural gas (LNG), LNG re-gasification and  
natural gas storage.  
regulated transport network of 5,000 km of gas pipelines and, under  
a negotiated scheme, two storage units with 87 Bcf (2.5 Bm ) of  
3
usable capacity, representing approximately 20% of the natural gas  
1
storage capacity in France .  
The division also contributes to the development of Group’s  
operations in the areas of liquefied petroleum gas (LPG) shipping  
and trading; power generation from gas-fired power plants or  
renewable energies; solar power systems and technology (notably  
through its subsidiaries Tenesol and Photovoltech); coal  
production, trading and marketing.  
Highlights of 2009 included:  
o The inauguration in October of the Artère de Guyenne gas  
pipeline. This pipeline (70 km long and 900 mm in diameter)  
connects Captieux and Mouliets-et-Villemartin to facilitate the  
transport of gas, notably from the Fos Cavaou LNG terminal, to  
northern France.  
The Gas & Power division also conducts research and development  
related to new energies that will be increasingly necessary to  
complement hydrocarbons, in particular solar and biomass.  
o The launch of an open season, involving four French and Spanish  
transportation operators, including TIGF, to develop Franco-  
Spanish interconnections. This open season allowed the long-  
term allocation of 80% of gas transport capacities between  
France and Spain in both directions. These allocations are  
scheduled to be in effect by 2013 with the development of two  
new projects: the Artère du Béarn and phase B of the Artère de  
Guyenne gas pipelines.  
Finally, this division prepares and implements the Group’s strategy  
in the nuclear energy sector.  
Natural Gas  
In 2009, TOTAL continued to pursue its strategy of developing its  
operations downstream from natural gas production in order to  
optimize access for the Group’s current and future gas production  
and reserves to traditional markets (with long-term contracts  
between producers and integrated gas companies) and to markets  
open to international competition (including short-term contracts  
and spot sales).  
3
o The increase by 3.5 Bcf (100 Mm ) of the storage capacity at  
Lussagnet in April, in compliance with the authorization provided  
by the decree published on April 9, 2008.  
o The acquisition of a 26.2% interest (through its interest in  
Géosud) in Géométhane, an Economic Interest Grouping that  
owns natural gas storage in a salt cavern with a capacity of 10.5  
Bcf (0.3 Bm ), located in Manosque, in the southeast of France. A  
project to increase the storage capacity by 7 Bcf (0.2 Bm ) is  
3
The long-term contracts under which TOTAL sells its natural gas  
production usually provide for a price related to, among other  
factors, average crude oil and other petroleum product prices, as  
well as, in some cases, a cost-of-living index. In most cases, price  
formulas entail a time lag or an adjustment over time that reflects  
changes in oil price indexes.  
3
under study for a commissioning scheduled in 2016.  
In addition, the European Union adopted, on July 13, 2009, the  
Third Energy Package, which includes two directives and three  
regulations related to the natural gas and electricity markets.  
TOTAL will assess the potential impact on its gas and electricity  
transport, storage and supply operations as soon as the legislation  
is transposed into French law.  
In the context of deregulated natural gas markets, which allow  
customers to more freely access suppliers, in turn leading to new  
marketing schemes that are more flexible than traditional long-term  
contracts, TOTAL is developing trading, marketing and logistics  
businesses to offer its natural gas production directly to customers,  
primarily in the industrial and commercial markets.  
Regarding its marketing business, TOTAL is mainly developing on  
three major European markets.  
Europe  
TOTAL has been active in the downstream sector of the gas value  
chain in Europe for more than sixty years to maximize the value of  
its gas reserves.  
In France, TOTAL operates through its marketing subsidiary Total  
3
Énergie Gaz (TEGAZ) which sold 208 Bcf of natural gas (5.9 Bm ) in  
3
2009, compared to 229 Bcf (6.5 Bm ) in 2008 and 245 Bcf  
3
(
7 Bm ) in 2007. Despite a sharp decline in demand due to the  
In France, the Group’s transport and storage businesses located  
in the southwest of the country are grouped under TIGF, a wholly-  
owned subsidiary of the Group. This subsidiary operates a  
economic crisis, TEGAZ posted a strong increase in sales to  
industrial and commercial customers, which are the subsidiary’s  
main market segments.  
1. GIE data (Gaz Infrastructures Europe), June 2009.  
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BUSINESS OVERVIEW  
In Spain, Cepsa Gas Comercializadora markets gas in the industrial  
and commercial sectors. This company is held by TOTAL (35%),  
CEPSA (35%) and the Algerian national oil company, Sonatrach  
debt, which was completed in 2006. The sale of the Group’s  
Argentine power generation assets was completed in 2007 and  
procedures to protect TOTAL’s investments, initiated in 2002 with  
the International Center for Settlement of Investment Disputes  
(ISCID), are ongoing.  
(
7
30%). In 2009, Cepsa Gas Comercializadora sold approximately  
3
0 Bcf (2 Bm ) of natural gas to industrial and commercial  
3
customers, similar to 2008, compared to 59 Bcf (1.7 Bm ) in 2007.  
During 2008 and 2009, gas production in Argentina decreased  
substantially, reducing the export of gas to Chile and prompting  
commercial discussions between GasAndes and its shippers about  
transportation contracts and their commitments.  
In the United Kingdom, TOTAL’s subsidiary Total Gas & Power Ltd  
markets gas and power to the industrial and commercial markets.  
The subsidiary is also active in gas, electricity and LNG trading  
3
worldwide. In 2009, 130 Bcf (3.7 Bm ) of natural gas was sold to  
industrial and commercial customers, compared to 134 Bcf  
Due to the deterioration of TGN’s financial situation as a result of  
the freeze of domestic tariffs and the restrictions on exports, TGN  
applied for a suspension of payments in December 2008, and  
launched a new process to restructure its debt. These decisions led  
the Argentinean authorities to set up a formal monitoring of TGN's  
management.  
3
3
(
3.8 Bm ) in 2008 and 124 Bcf (3.5 Bm ) in 2007. Electricity sales  
amounted to 4.1 TWh in 2009, compared to 4.6 TWh in 2008 and  
.6 TWh in 2007. In 2007, TOTAL disposed of its 10% interest in  
3
Interconnector UK Ltd, a gas pipeline connecting Bacton in the  
United Kingdom to Zeebrugge in Belgium. This disposal did not  
affect TOTAL’s rights to transport gas through the pipeline.  
Asia  
The Americas  
TOTAL markets natural gas transported through pipelines in  
Indonesia, Thailand and Myanmar, and, in the form of LNG, to  
Japan, South Korea, China, Taiwan and India. The Group is also  
developing its re-gasified LNG marketing business in new emerging  
markets.  
In the United States, the Group’s subsidiary Total Gas & Power  
3
North America Inc. marketed 1,586 Bcf (45 Bm ) of natural gas in  
3
2
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009, compared to approximately 1,652 Bcf (46.9 Bm ) in 2008 and  
3
,606 Bcf (45.5 Bm ) in 2007, supplied by its own production and  
external sources.  
In Mexico, Gas del Litoral, a company in which TOTAL holds a 25%  
interest, sold approximately 173 Bcf (4.9 Bm ) of natural gas in  
In India, Hazira LNG Private Limited, a company in which TOTAL  
3
3
holds a 26% interest, sold approximately 74 Bcf (2.1 Bm ) of natural  
gas in 2009, its fourth full year in operation, compared to 87 Bcf  
(2.5 Bm ) in 2008 and 76 Bcf (2.2 Bm ) in 2007.  
2
009, its third full year of activity, similar to 2008, compared to 95  
3
3
3
Bcf (2.7 Bm ) in 2007.  
In South America, TOTAL owns interests in several natural gas  
transport companies in Argentina, Chile and Brazil, including the  
following:  
Liquefied Natural Gas  
o a 15.4% interest in Transportadora de Gas del Norte (TGN),  
which operates a gas transport network covering the northern  
half of Argentina;  
In the LNG chain, the Gas & Power division is responsible for  
operations downstream from liquefaction plants , including  
1
purchase, shipping, re-gasification, storage and marketing.  
o a 56.5% interest in the companies that own the GasAndes  
pipeline, which connects the TGN network to the Santiago del  
Chile region; and  
Through its subsidiaries Total Gas & Power Ltd and Total Gas &  
Power North America Inc., TOTAL has entered into agreements to  
obtain long-term access to LNG re-gasification capacity on the  
three continents that are the largest consumers of natural gas:  
North America (the United States and Mexico), Europe (France and  
the United Kingdom) and Asia (India). This diversified market  
presence allows the Group to access new liquefaction projects by  
becoming a long-term buyer of a portion of the LNG produced at  
the plants, thereby consolidating its LNG supply portfolio.  
o a 9.7% interest in Transportadora Gasoducto Bolivia – Brasil  
(TBG), whose gas pipeline supplies southern Brazil from the  
Bolivian border.  
These assets represent a total integrated network of approximately  
9
,500 km of pipelines serving the Argentine, Chilean and Brazilian  
markets from gas-producing basins in Bolivia and Argentina, where  
the Group has natural gas reserves.  
Europe  
The actions taken by the Argentine government after the 2001  
economic crisis and the subsequent energy crisis, marked in 2007  
by a severe gas shortage during the southern winter, put TOTAL’s  
Argentine subsidiaries in difficult financial and operational  
In France, TOTAL acquired in June 2006 an interest in Société du  
Terminal Méthanier de Fos Cavaou (STMFC). This terminal is  
expected to have a re-gasification capacity of 291 Bcf/y  
situations, even after taking into account the restructuring of TGN’s  
1. The Exploration & Production division is in charge of the Group’s natural gas liquefaction operations.  
TOTAL / 33  
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BUSINESS OVERVIEW  
Upstream  
3
3
(
8.25 Bm /y), of which 79 Bcf/y (2.25 Bm /y) has been reserved by  
renewable 20-year period starting in April 2009, concurrent with the  
delivery of the Group's first LNG cargo. As part of this agreement,  
TOTAL plans to supply the Sabine Pass terminal though its LNG  
purchase contracts associated with its various production projects,  
notably in the Middle East, Norway and Western Africa.  
TOTAL. The Group’s interest in STMFC’s share capital decreased  
to 28.8% from 30.3% in late 2009 pursuant to the provisions of the  
shareholders’ agreement, without impacting the re-gasification  
volumes reserved by TOTAL. In October 2009, the terminal was  
authorized by the prefectorial authorities to conduct commissioning  
tests and operate at reduced capacity. Commercial start-up is  
expected in the second quarter of 2010.  
Asia  
In India, the Hazira re-gasification terminal (TOTAL 26%), located on  
the west coast in the Gujarat state, was inaugurated in April 2005  
with an initial re-gasification capacity of approximately 120 Bcf/y  
In addition, TOTAL and EDF signed in March 2010 a letter of intent  
whereby TOTAL will reserve re-gasification capacity in the planned  
Dunkirk LNG terminal being developed by Dunkerque LNG, a  
wholly-owned EDF subsidiary, and will also acquire an interest in  
this company.  
3 3  
3.4 Bm /y). Its capacity reached 177 Bcf/y (5 Bm /y) after  
(
de-bottlenecking operations conducted in 2008. Hazira is a  
merchant terminal with operations that include LNG re-gasification  
and natural gas marketing. TOTAL has agreed to provide up to 26%  
of the LNG for the Hazira terminal. Due to market conditions in 2009,  
Hazira was operated on the basis of short-term contracts, both for  
the sale of gas on the Indian market and the purchase of LNG from  
international markets. Twenty-seven cargos were delivered in 2009,  
compared to thirty in 2008 and twenty-eight in 2007.  
In the United Kingdom, TOTAL acquired in December 2006 an  
8
.35% interest in the South Hook LNG re-gasification terminal  
project in connection with its entry in the Qatargas 2 project.  
3
Phase 1 (371 Bcf/y representing 10.5 Bm /y) of the terminal was  
commissioned in October 2009 and Phase 2, expected to come  
onstream in the first half of 2010, is expected to increase the overall  
3
capacity of the terminal to 742 Bcf/y (21 Bm /y).  
In China, TOTAL signed in December 2008 an LNG sale agreement  
with CNOOC (China National Offshore Oil Company). As part of this  
agreement, TOTAL is expected to supply CNOOC with up to 1 Mt/y  
of LNG starting in 2010. The gas supplied will come from the  
Group’s global LNG resources.  
In Norway, as part of the Snøhvit project, in which TOTAL holds an  
18.4% interest and where the first deliveries started in October 2007,  
the Group signed in November 2004 a purchase agreement for  
3
3
5 Bcf/y (1 Bm /y) of natural gas primarily intended for North  
America and Europe. To transport this LNG, TOTAL also charters the  
3
Arctic Lady, a 145,000 m LNG tanker that was delivered in April  
 Middle East  
2006.  
In Qatar, TOTAL signed purchase agreements in July 2006 for up to  
In Croatia, TOTAL owns an interest in Adria LNG, a company in  
charge of studying the construction of an LNG re-gasification terminal  
on Krk island, on the northern Adriatic coast. In December 2009,  
TOTAL’s interest increased from 25.58% to 27.36% pursuant to the  
withdrawal of a partner from the project. This terminal is expected to  
5.2 Mt/y of LNG from the second train of Qatargas 2 over a 25-year  
period. This LNG is expected to be marketed principally in France,  
the United Kingdom and North America. The Group’s acquisition of  
a 16.7% interest in the second train of Qatargas 2 was concluded in  
December 2006. LNG production from this train started in  
September 2009.  
3
have an initial re-gasification capacity of 353 Bcf/y (10 Bm /y), which  
3
could be subsequently increased to 494 Bcf/y (14 Bm /y).  
In Yemen, TOTAL signed in July 2005 an agreement with Yemen  
LNG Ltd (TOTAL, 39.62%) to purchase 2 Mt/y of LNG over a  
In addition, TOTAL holds a 30% interest in Gaztransport &  
Technigaz (GTT), which focuses mainly on the design and  
engineering of membrane cryogenic tanks for LNG tankers. At  
year-end 2009, 225 active LNG tankers were equipped with  
membrane tanks built under GTT licenses out of a world tonnage  
20-year period, beginning in 2009, to be delivered to the United  
States. LNG production from the first train of Yemen LNG started in  
October 2009. Construction of the second train is nearing  
completion for a start-up by the summer of 2010.  
1
estimated at 344 LNG tankers.  
Africa  
North America  
In Angola, TOTAL is involved in the construction of the Angola LNG  
plant (13.6%), comprised of a 5.2 Mt/y train, which is expected to  
start up in 2012. As part of this project, TOTAL signed a re-gasified  
natural gas purchase agreement in December 2007 for 13.6% of  
the quantities to be delivered to the Gulf LNG Clean Energy terminal  
in Mississippi in the United States.  
In Mexico, the Altamira re-gasification terminal, in which TOTAL  
holds a 25% interest, has been operating since the summer of  
2
006. This terminal, located on the east coast of Mexico, has a  
3
re-gasification capacity of 236 Bcf/y (6.7 Bm /y). This capacity has  
been entirely reserved by Gas del Litoral, in which TOTAL has a  
2
5% interest. The terminal received forty cargos in 2009, compared  
to forty-two in 2008 and thirty-three in 2007. In November 2009,  
Altamira received its first Q-Flex vessel from Qatar.  
In Nigeria, as part of the expansions of the Nigeria LNG (NLNG)  
plant, in which the Group holds a 15% interest, TOTAL signed an  
LNG purchase agreement for an initial 0.23 Mt/y over a 20-year  
period, to which an additional 0.9 Mt/y was added when the sixth  
train came onstream.  
In the United States, the Sabine Pass terminal in Louisiana was  
inaugurated in April 2008. TOTAL has reserved re-gasification  
3
capacity of approximately 10 Bm /y (1 Bcf/d) at this terminal for a  
1. Gaztransport & Technigaz data.  
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Upstream  
BUSINESS OVERVIEW  
As part of the project to build an additional LNG train (train 7) with a  
capacity of approximately 8.5 Mt/y, TOTAL signed a purchase  
agreement in February 2007 for 1.375 Mt/y of LNG over a 20-year  
period. This agreement is subject to NLNG’s final investment  
decision for this new train.  
Electricity and Cogeneration  
As a refiner and petrochemical producer, TOTAL has interests in  
several cogeneration facilities. Cogeneration is a process whereby  
the steam produced to turn turbines to generate electricity is then  
captured and used for industrial purposes. TOTAL also participates  
in another type of cogeneration, which combines power generation  
with water desalination and gas-fired electricity generation, as part  
of its strategy of pursuing opportunities throughout the gas value  
chain. As part of its diversification strategy for new energies, the  
Group is also involved in projects to generate electricity from solar  
or nuclear sources.  
TOTAL also acquired a 17% interest in the Brass LNG project in  
July 2006. This liquefaction project calls for the construction of two  
liquefaction trains, each with a capacity of 5 Mt/y. In conjunction  
with this acquisition, TOTAL signed a preliminary agreement with  
Brass LNG Ltd setting forth the principal terms of an agreement to  
purchase approximately one-sixth of the plant’s capacity over a  
2
0-year period. This LNG would be delivered primarily to North  
America and Western Europe. The purchase agreement is subject  
to final investment decision for the Brass LNG project.  
In Abu Dhabi, the Taweelah A1 cogeneration plant, in operation  
since May 2003, combines power generation and water  
desalination. It is owned and operated by Gulf Total Tractebel  
Power Cy, in which TOTAL has a 20% interest. The Taweelah A1  
plant currently has a net capacity of 1,600 MW (following the  
start-up of the 250 MW expansion in July 2009) and water  
Trading  
TOTAL, through its subsidiary Total Gas & Power Ltd, has  
conducted trading activities primarily for spot LNG between 2001  
and 2006. In 2007, this subsidiary began receiving cargos under its  
long-term supply contracts with Nigeria and Norway. Since 2009,  
the new purchase agreements for LNG from Qatargas 2 and Yemen  
LNG have allowed a substantial development of the Group’s  
operations in LNG marketing. This mix of spot and long term LNG  
purchases allows TOTAL to supply its main customers around the  
world with gas, while retaining a certain degree of flexibility to react  
to market opportunities or unexpected fluctuations in supply and  
demand.  
3
desalination capacity of 385,000 m per day.  
In addition, TOTAL, in partnership with the Spanish company  
Abengoa Solar, participated in a bidding process launched by Abu  
Dhabi Future Energy Company (ADFEC) in early 2008 as part of the  
MASDAR initiative to support new energies. This call for tenders  
concerns the construction of a 110 MW concentrated solar power  
plant.  
TOTAL, together with GDF Suez, EDF and Areva, acknowledged  
ENEC's (Emirates Nuclear Energy Corporation) decision,  
announced in December 2009, to deny the bid they made as part of  
the call for tenders launched for the supply of nuclear power plants.  
The Group pursues its objective to eventually become a recognized  
nuclear operator.  
In 2009, Total Gas & Power Ltd purchased twenty-three contractual  
cargos and twelve spot cargos from Norway, Nigeria, Equatorial  
Guinea, Indonesia, Trinidad & Tobago, Qatar and Yemen.  
Liquefied Petroleum Gas  
In France, TOTAL has an 8.33% interest in the project to build and  
operate the second French EPR in Penly, in the northwest of the  
country, in partnership with GDF Suez and EDF.  
In 2009, TOTAL traded and sold nearly 4.4 Mt of LPG (butane and  
propane) worldwide (compared to 5.2 Mt in 2008 and 2007),  
including 0.9 Mt in the Middle East and Asia, approximately 0.6 Mt  
in Europe on small coastal trading vessels and approximately  
In Thailand, TOTAL owns 28% of Eastern Power and Electric  
Company Ltd (EPEC), which has operated the combined-cycle  
gas-fired power plant of Bang Bo, with a capacity of 350 MW, since  
March 2003.  
2
.8 Mt on large vessels in the Atlantic and Mediterranean regions.  
Approximately 40% of these quantities come from fields or  
refineries operated by the Group. LPG trading involved the use of  
four time-charters and approximately sixty spot charters.  
Since January 2008, SALPG (South Asian LPG Limited, a company  
in which TOTAL holds a 50% interest, in partnership with Hindustan  
Petroleum Company Ltd) has operated the underground import and  
storage LPG terminal located in Visakhapatnam, on the east coast  
of India in the state of Andhra Pradesh. This terminal, the first of its  
kind in India, has a storage capacity of 60 kt. In 2009, the cavern  
received 606 kt of LPG, compared to 535 kt in 2008.  
TOTAL / 35  
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BUSINESS OVERVIEW  
Upstream  
In Nigeria, TOTAL and its partner, the state-owned NNPC (Nigerian  
National Petroleum Corporation), own interests in two projects to  
build gas-fired power plants that are part of the government’s  
objectives to develop power generation and increase the share of  
natural gas production for domestic use:  
also active in certain professional applications (telecommunications,  
oil & gas sites, etc.). Tenesol owns two solar panel manufacturing  
plants: Tenesol Manufacturing in South Africa, with production  
capacity of 60 MWp/y; and Tenesol Technologies in the Toulouse  
region of France, with production capacity of 50 MWp/y. In 2009,  
despite strong pressure on the price of modules, Tenesol’s  
consolidated sales increased by nearly 30% to 249 million  
o The Afam VI project, part of the SPDC (Shell Petroleum  
Development Company) joint venture in which TOTAL holds a  
(compared to nearly 193 million in 2008 and 133 million in 2007),  
representing a marketed production of 85 MWp.  
1
0% interest, which concerns the development of a 630 MW  
combined-cycle power plant with a start-up of commercial  
operations scheduled for the second half of 2010.  
Regarding R&D, TOTAL, GDF Suez and Photovoltech confirmed  
their cooperation with IMEC by signing an agreement in September  
o The development of a new 400 MW combined-cycle power plant  
near the city of Obite (Niger Delta) in connection with the OML 58  
gas project, part of the joint venture between NNPC and TOTAL  
2009 as part of the IIAP (IMEC Industrial Affiliation Program), a  
multi-partner program on crystalline silicon solar cells. The  
objective of the IIAP is to sharply reduce the use of silicon while  
increasing the efficiency of cells in order to substantially lower the  
cost for solar energy.  
(40%, operator). Commissioning is scheduled in early 2013. The  
combined-cycle power plant will be connected to the existing  
power grid through a 108 km high-voltage transmission line.  
In September 2009, the Group also partnered with LPICM  
Renewable Energy  
(Laboratoire de Physique des Interfaces et des Couches Minces), a  
research unit comprised of the French National Center for Scientific  
Research (CNRS) and France’s Ecole Polytechnique engineering  
school to set up a joint research team – Nano PV – in the Saclay area  
near Paris focusing on thin-film technologies and silicon-based nano-  
materials. TOTAL committed 8 million for the first 4-year phase.  
As part of its strategy to develop energy resources to complement  
oil and gas, the Gas & Power division continued in 2009 to  
strengthen its positions in renewable energies, with a particular  
focus on solar-photovoltaic power where the Group has been  
present since 1983.  
In December 2008, TOTAL acquired an interest in a U.S. start-up  
company, Konarka, which specializes in the development of  
organic solar technologies. In 2009, Konarka implemented new  
research projects in cooperation with the Gas & Power division and  
other Group Chemicals subsidiaries to develop solar film on a large  
scale. The Group is confident in the potential of this promising  
technology and decided to increase its interest in Konarka to nearly  
25% of the share capital in early 2010.  
Solar-photovoltaic power  
In the photovoltaic sector based on crystalline silicon technology,  
TOTAL is involved in the development of the photovoltaic cells  
production business as well as in the production and marketing of  
solar modules and systems. The Group, through several  
partnerships, is pursuing its R&D program for this technology and  
has also committed to developing new innovative solar  
technologies. Furthermore, TOTAL conducts projects to display  
solar application solutions at some Group sites, both for  
educational purposes in France and as part of decentralized rural  
electrification projects in other countries.  
Total Énergie Solaire, the subsidiary created in July 2008 as part  
of the Group’s contribution to the “Grenelle de l’environnement”, a  
program launched by the French government, started operating in  
2009 with the installation of solar panels at two Group’s sites in Pau  
and Lacq (France). A total of five educational projects are expected  
to be completed in late 2010 to display different photovoltaic  
applications at the Group’s sites, with an overall installed capacity  
of between 2 MWp and 3 MWp and an investment of 15 million.  
TOTAL is a shareholder in Photovoltech, a company specialized in  
manufacturing high-efficiency photovoltaic cells. The Group now  
holds 50% of Photovoltech’s share capital, alongside GDF Suez,  
pursuant to the buyout in September 2009 by both companies of the  
4
.4% interest held by IMEC (Interuniversity MicroElectronics Centre).  
Furthermore, TOTAL conducts decentralized rural electrification  
operations by responding to calls for tenders from authorities in  
several countries, notably in South Africa where KES (Kwazulu  
Energy Services Company), in which TOTAL holds a 35% interest,  
intends to equip 30,000 isolated homes. New projects are under  
study related to Africa, Asia and the Middle East.  
In 2009, Photovoltech pursued its project to increase the overall  
production capacity of its Tirlemont plant (Tienen, Belgium) from  
8
0 Mwp/y in 2009 to 155 MWp/y in late 2010. In a challenging market  
and given the sharp decrease in the price of cells, Photovoltech’s  
009 sales were 80 million, compared to 106 million in 2008 and  
73 million in 2007.  
2
In addition, Temasol, a wholly-owned subsidiary of Tenesol since  
the transfer in 2008 of the respective shares of Total Maroc and EDF  
EDEV, is involved in decentralized rural electrification projects in  
Morocco. Since its creation in 2001, approximately 25,500  
TOTAL also plans to build an industrial photovoltaic plant in the  
Carling region in eastern France in partnership with GDF Suez.  
TOTAL holds a 50% interest in Tenesol, in partnership with EDF.  
Tenesol, whose headquarters are located in Lyon (France), designs,  
manufactures, markets and operates solar-photovoltaic power  
systems. Its principal markets are for network connections in  
France, in the French Overseas Territories and in Europe. Tenesol is  
households have been equipped and are now operated by Temasol.  
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BUSINESS OVERVIEW  
Solar power storage  
With the start-up of production on the Tumelo mine in January  
009, the subsidiary Total Coal South Africa (TCSA) owns and  
2
operates four mines in South Africa. A fifth mine is under  
development in Dorstfontein with a start-up expected in late 2011.  
The Group is also looking into several other mining development  
projects.  
In November 2009, TOTAL announced the signature of a research  
agreement with the Massachussetts Institute of Technology (MIT) to  
develop new stationary batteries that are designed to enable the  
storage of solar power. This $4 million agreement over five years is  
part of the MIT Energy Initiative, which TOTAL joined as a member  
in November 2008.  
South African coal, produced by TCSA or bought from third-party’s  
mines, is exported through the port of Richard’s Bay in which  
TOTAL has a 5.36% interest. In 2008, TOTAL and its partner  
Mmakau Mining acquired an additional 1 Mt/y of harbor handling  
rights through the interests they hold in the fifth phase of the port’s  
development.  
Wind power  
TOTAL operates a 12 MW wind farm in Mardyck (near its Flanders  
site, located in Dunkirk, France).  
TOTAL sold approximately 7.3 Mt of coal worldwide in 2009  
Marine energy  
(compared to 8.4 Mt in 2008 and 10 Mt in 2007), mainly intended for  
power generation, of which 3.6 Mt was South African coal. Half of  
this volume was sold in Europe and the other half in Asia. On the  
South African domestic market, sales amounted to 0.3 Mt in 2009,  
primarily destined for the industrial and metallurgic sectors.  
In marine energy, TOTAL acquired a 10% interest in a pilot project  
located offshore Santona, on the northern coast of Spain, in June  
2
005. The construction of a first buoy, with a capacity of 40 kW,  
was completed and the buoy was launched in September 2008.  
This project is intended to assess the technical and economic  
potential of this technology.  
DME (Di-Methyl Ether)  
In Japan, TOTAL is involved with eight Japanese companies in a  
program intended to heighten consumer awareness regarding this  
new generation fuel. The 80 kt/y DME production plant, located in  
Niigata (Honshu Island, Japan), started up in January 2009 (TOTAL,  
With respect to tidal current energy, TOTAL held as of the end of  
2
007 a 24.9% interest in Scotrenewables Marine Power, located in  
the Orkney Islands in Scotland. Agreements bringing new partners  
into the company’s share capital were signed in January 2008. As a  
result, the Group’s participation was diluted to 16%.  
Scotrenewables Marine Power is developing tidal current energy  
converter technology. A 1/5 scale model was successfully tested  
offshore in 2009. Construction of a full-scale prototype is scheduled  
for 2010.  
10%).  
As part of the consortium led by Volvo, TOTAL is involved in the  
bio-DME” European project, which is intended to test the whole  
DME chain, from its production from black liquor, a paper pulp  
residue, to its use by a fleet of trucks in four Swedish cities. This  
project, which includes the construction of a pilot in Pitea (Sweden),  
started in September 2009 and is expected to end in 2012. It is  
partly funded by the Swedish Energy Agency and the EU Seventh  
Framework Program.  
Coal  
For nearly thirty years, TOTAL has exported steam coal from South  
Africa, primarily to Europe and Asia. The Group also trades steam  
coal through its subsidiaries Total Gas & Power Ltd and Total  
Energy Resources (Pacific Basin). In addition, TOTAL markets coal  
to French customers through its subsidiary CDF Énergie.  
In addition, the international working group established as part of  
the ISO standardization process for DME pursued its activities in  
2009. For two years as from January 1, 2009, TOTAL will also chair  
the IDA (International DME Association).  
TOTAL / 37  
2
BUSINESS OVERVIEW  
Downstream  
Downstream  
The Downstream segment comprises TOTAL’s Refining &  
Marketing and Trading & Shipping divisions.  
Downstream segment financial data  
(
M)  
2009  
2008  
2007  
No. 1 in Western European refining/marketing 1  
Non-Group sales  
100,518  
135,524  
119,212  
No. 1 in African marketing 2  
Adjusted operating income  
Adjusted net operating income  
1,026  
953  
3,602  
2,569  
3,287  
2,535  
Refining capacity of approximately 2.6 Mb/d at year-end 2009  
Adjusted net operating income for the Downstream segment for the  
full year 2009 was 953 million, a decrease of 63% compared to  
1
6,299 retail stations at year-end 2009  
2008.  
Approximately 3.6 Mb/d of products sold in 2009  
Expressed in dollars, adjusted net operating income for the  
Downstream segment was $1,329 million in 2009, a decrease of  
One of the leading traders of oil and refined products worldwide  
65% compared to $3,778 million in 2008, reflecting essentially the  
significantly weaker refining environment.  
2.8 billion invested in 2009  
3,760 employees  
The decreases in cash flow from operating activities and adjusted  
cash flow shown for the fourth quarter and full year 2009 were due  
to a large increase in working capital requirements and the  
decrease in adjusted net operating income.  
3
Refinery throughput (kb/d) (a)  
2,413  
The ROACE 3 for the Downstream segment for the full year 2009  
was 7% compared to 20% for 2008.  
2,362  
2
,151  
2
009 refined products sales by geographical  
area: 3,616 kb/d:  
Rest of world  
Europe  
Americas  
3%  
1
2007  
2008  
2009  
Europe  
(
a) Includes TOTAL’s share in CEPSA.  
Africa  
0%  
69%  
1
For the full year 2009, the utilization rate based on crude was 78%  
Rest of world  
(
(
83% for crude and other feedstocks) compared to 88% in 2008  
91% for crude and other feedstocks) reflecting the voluntary  
8%  
throughput reductions in the Group’s refineries.  
(
a) Including trading activities and TOTAL’s share in CEPSA.  
1
2
3
. Based on publicly available information, refining and/or sales capacities.  
. PFC Energy December 2009, based on quantities sold.  
. Based on adjusted net operating income and average capital employed at replacement cost.  
3
8 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Downstream  
BUSINESS OVERVIEW  
system to structural market changes, and strengthening safety and  
energy efficiency.  
Refining & Marketing  
o In Western Europe, TOTAL’s refining capacity was 2,282 kb/d in  
2009, accounting for more than 85% of the Group’s overall  
refining capacity. The Group operates eleven refineries in  
Western Europe, and holds interests in the German refinery of  
Schwedt and in four Spanish refineries through its holding in  
As of December 31, 2009, TOTAL’s worldwide refining capacity was  
,594 kb/d. In 2009, the Group’s worldwide refined products sales  
were 3,616 kb/d (including trading operations), compared to  
2
4
CEPSA .  
3
,658 kb/d in 2008 and 3,774 kb/d in 2007. TOTAL is the largest  
-
In France, the Group continues to adapt its refining capacities  
and to shift the production emphasis to diesel, in a context of  
structural decline in demand for petroleum products in Europe  
and an increase in gasoline surpluses.  
1
refiner/marketer in Western Europe , and the largest marketer in  
Africa . As of December 31, 2009, TOTAL’s worldwide marketing  
network consisted of 16,299 retail stations (compared to 16,425 in  
2
2
008 and 16,497 in 2007), more than 50% of which are owned by  
TOTAL announced in March 2009 an industrial plan to adapt its  
refining base, primarily by reconfiguring the Normandy refinery  
and rescaling certain corporate departments at its Paris  
headquarters. At the Normandy refinery, the project will shift  
the production emphasis to diesel. To this end, an investment  
program estimated at 770 million will enable TOTAL to  
upgrade the refinery: the refinery’s annual distillation capacity  
will be reduced to 12 Mt from 16 Mt, and the distillate  
hydrocracker (DHC) commissioned in 2006 will be expanded.  
These investments are designed to improve energy efficiency  
and reduce carbon dioxide emissions, while increasing the  
annual average diesel output by 10% and reducing gasoline  
surpluses by 60%. Consultation with employee representatives  
ended in July 2009. Implementation of the project has started  
and is scheduled to last until 2013.  
the Group. In addition, TOTAL’s refining operations allow the Group  
to produce a broad range of specialty products, such as lubricants,  
liquefied petroleum gas (LPG), jet fuel, special fluids, bitumen,  
marine fuels and petrochemical feedstock.  
The Group is adapting its Refining business to an environment that  
is depressed due to weaker demand for refined products. TOTAL  
continues to improve its positions by focusing on three key areas:  
adapting its European refining system to market changes;  
modernizing its Port Arthur refinery in the United States and  
building a refinery in Jubail in Saudi Arabia.  
Regarding its Marketing business, the Group intends to consolidate  
its position in Western Europe, pursue targeted developments in  
Africa and the growing markets of the Asia-Pacific region and  
expand its specialty products business worldwide.  
In December 2009, the Group signed an agreement to divest its  
minority interest (40%) in Société de la Raffinerie de Dunkerque  
(
SRD), a company specialized in the production of bitumen and  
Consistent with the optimization of its Downstream portfolio in  
Europe, TOTAL signed an agreement with ERG in January 2010 to  
create a joint venture in the Refining and Marketing business in  
base oils, subject to the approval by the relevant authorities.  
In March 2010, the Group announced a plan to repurpose its  
Flanders refinery site. This plan calls for shutting down refining  
operations at the site (capacity of 137 kb/d), developing new  
refining operations support and petroleum logistics activities  
and implementing the planned LNG terminal project in  
partnership with French utility EDF, for which the final  
3
Italy . “TotalErg” will be the name of this newly created company  
through the merger of Total Italia and ERG Petroli. The shareholders  
agreement calls for a joint governance of the company as well as  
the operating independence of the joint-venture. TOTAL and Erg  
will hold a 49% and a 51% interest, respectively. The transaction is  
subject to approval by the relevant authorities.  
investment decision is expected before summer 2010 with a  
view to commissioning in 2014 . The permanent refinery  
5
shutdown will result in a gradual dismantling of units that could  
continue to 2013. Furthermore, TOTAL pledged not to close or  
sell any French refinery over the next five years, with the  
exception of the planned repurposing of the Flanders refinery.  
Implementation of this project is subject to consultation with  
employee representative organizations.  
Refining  
As of December 31, 2009, TOTAL held interests in twenty-four  
refineries (including twelve that it operates), located in Europe, the  
United States, the French West Indies, Africa and China. 2009 was  
marked by the deterioration of the refining environment that led to  
sharp declines in refining margins and decreasing utilization rates in  
refineries worldwide.  
-
In the United Kingdom, construction at the Lindsey refinery  
started in June 2007 on a hydrodesulphurization unit (HDS) and  
a steam methane reformer (SMR) to process high-sulphur  
crudes and to increase its low-sulphur diesel production. The  
HDS unit is expected to be commissioned in the first half of  
In 2009, TOTAL continued its program of selective investments in  
Refining focused on three areas: pursuing major ongoing projects  
2010 and is designed to increase the portion of high-sulphur  
(Port Arthur coker, Jubail refinery), adapting the European refining  
crude that the plant can process from 10% to nearly 70%.  
1
2
3
4
5
. Based on publicly available information, refining and/or sales capacities and quantities sold.  
. PFC Energy December 2009, based on quantities sold.  
. Excluding Sicilia and excluding jet fuels and AS24 payment cards.  
. Group’s share in CEPSA: 48.83% as of December 31, 2009.  
. For detailed information on the Dunkirk LNG project, see page 34 of the Gas & Power section.  
TOTAL / 39  
2
BUSINESS OVERVIEW  
Downstream  
-
-
In Germany, a new desulphurization unit at the Leuna refinery  
started up in September 2009. This unit is designed to supply  
the German market with low-sulphur heating oil.  
to enable the refinery to process more heavy and high-sulphur  
crudes and to increase production of lighter products, in  
particular low-sulphur distillates. Construction is ongoing and  
commissioning is expected in the first quarter of 2011.  
In the Netherlands, TOTAL, as the majority shareholder in the  
Vlissingen refinery (55%), exercised its pre-emptive rights over  
the shares (45%) of this asset that were offered for sale by Dow  
Chemical in June 2009. Concurrently, TOTAL received from  
Lukoil a binding purchase offer for these shares (45%) and sold  
these shares to Lukoil, which constituted the development of a  
new partnership between the two companies.  
o In Saudi Arabia, TOTAL and Saudi Arabian Oil Company (Saudi  
Aramco) created a joint venture in September 2008, Saudi  
Aramco Total Refining and Petrochemical Company (SATORP), to  
build a 400 kb/d refinery in Jubail held by Saudi Aramco  
(62.5%) and TOTAL (37.5%). Eventually, TOTAL and Saudi  
Aramco each plans to retain a 37.5% interest with the remaining  
2
2
5% expected to be listed on the Saudi stock exchange in late  
011, subject to approval by the relevant authorities. Signing the  
-
-
In Italy, following the agreement signed in January 2010, the  
TotalErg joint venture will hold a 100% interest in the Rome  
refinery and a 25.9% interest in the Trecate refinery.  
main contracts for the construction of the refinery in July 2009  
marked the start-up of work. Commissioning is expected in 2013.  
In Spain, CEPSA has been pursuing its investment plan to  
improve the conversion capacity of its refineries to meet the  
growing demand for middle-distillates in the Spanish market.  
The construction of a hydrocracker unit, two additional  
distillation units (one atmospheric and one vacuum) and a  
desulphurization unit is underway at the Huelva refinery.  
Commissioning is currently expected in the summer of 2010.  
The heavy conversion process for this refinery is designed for the  
processing of heavier crudes (Arabian Heavy) and for the  
production of fuels and lighter products that meet strict  
specifications, and are mainly intended for export.  
o In Africa, TOTAL holds interests in five refineries as of  
December 31, 2009. In October 2009, TOTAL disposed of its  
5
0% interest in the Indeni refinery in Zambia. In addition, TOTAL  
o In the United States, TOTAL operates the Port Arthur refinery in  
Texas, with a capacity of 174 kb/d. TOTAL began a  
modernization program at this refinery in 2008, which includes  
the construction of a deep-conversion unit (or coker), a vacuum  
distillation unit, a desulphurization unit and other associated units  
decreased its interest to 20% from 34% in Société africaine de  
raffinage (SAR) in Senegal in December 2009.  
o In China, TOTAL has a 22.4% interest in the WEPEC refinery,  
located in Dalian, in partnership with Sinochem and PetroChina.  
Crude oil refining capacity  
The table below sets forth TOTAL’s crude oil refining capacity (a)  
:
As of December 31,  
(kb/d)  
2009  
2008  
2007  
Refineries operated by the Group  
Normandy (France)  
Provence (France)  
Flanders (France)  
Donges (France)  
Feyzin (France)  
338  
158  
137  
230  
117  
101  
350  
230  
64  
339  
158  
137  
230  
117  
101  
350  
230  
64  
331  
158  
141  
230  
117  
101  
350  
227  
63  
Grandpuits (France)  
Antwerp (Belgium)  
Leuna (Germany)  
(
b)  
Rome (Italy)  
Lindsey – Immingham (United Kingdom)  
Vlissingen (Netherlands) (  
221  
81  
221  
81  
221  
81  
c)  
Port Arthur, Texas (United States)  
Sub-total  
Other refineries in which the Group has an interest (  
174  
2,201  
393  
174  
2,202  
402  
174  
2,194  
404  
d)  
Total  
2,594  
2,604  
2,598  
(
(
(
(
a) For refineries not 100% owned by TOTAL, the capacity shown represents TOTAL’s share of the overall refining capacity of the refinery.  
b) TOTAL’s interest is 71.9%.  
c) TOTAL’s interest is 55%.  
d) TOTAL has interests ranging from 16.7% to 50% in twelve refineries (five in Africa, four in Spain, one in Germany, one in Martinique and one in China). TOTAL disposed of its  
0% interest in the Indeni refinery in Zambia in 2009 and of its 55.6% interest in the Luanda refinery in Angola in 2007.  
5
4
0 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Downstream  
BUSINESS OVERVIEW  
Refined products  
commercial transporters. TOTAL is among the leaders in Europe for  
fuel-payment cards, with approximately 3.5 million cards issued in  
twenty-eight European countries.  
The table below sets forth by product category TOTAL’s net share  
of refined quantities produced at the Group’s refineries  
(
a)  
:
In France, the TOTAL-branded network benefits from a large  
number of service stations and a diverse selection of products  
(kb/d)  
2009  
2008  
2007  
(
such as the Bonjour convenience stores and car washes).  
Gasoline  
Jet fuel  
Diesel and heating oils  
Heavy fuel oils  
Other products  
407  
186  
851  
245  
399  
443  
208  
987  
257  
417  
501  
208  
964  
254  
412  
Elf-branded service stations offer quality fuels at prices that are  
particularly competitive. As of December 31, 2009, nearly 2,300  
TOTAL-branded service stations and 281 Elf-branded service  
stations were operating in France. TOTAL also markets fuels at  
nearly 1,800 Elan-branded service stations, generally located in  
rural areas.  
(
b)  
Total  
2,088  
2,312  
2,339  
(
(
a) Including TOTAL’s share in CEPSA.  
b) Avgas, jet fuel and kerosene.  
In Western Europe, TOTAL continued in 2009 its efforts to optimize  
its Marketing business.  
Utilization rate  
o In Italy, the agreement signed between TOTAL and ERG in  
January 2010 to create the TotalErg joint venture will enable the  
Group to become the third marketing operator in Italy with a retail  
5
market share of nearly 13% and more than 3,400 service  
stations.  
The table below sets forth the utilization rate of the Group’s  
refineries (  
a)  
:
2
009  
2008  
2007  
o In France, TOTAL announced in January 2010 a restructuring  
plan of its petroleum product logistics operations. This plan calls  
for outsourcing the operations of five depots to specialized  
logistics companies, closing the Pontet depot and doubling the  
capacity of the Port-la-Nouvelle depot. Implementation of this  
project is subject to consultation with employee representative  
organizations.  
Crude  
78%  
83%  
88%  
91%  
87%  
89%  
Crude and other feedstock  
(
a) Including TOTAL’s share in CEPSA.  
In 2009, TOTAL had to reduce the utilization rate of its refineries to  
adapt to weaker demand. In particular, the Port Arthur, Lindsey and  
Flanders refineries as well as a distillation unit at the Normandy  
refinery were temporarily shut down for economic reasons.  
TOTAL signed in July 2009 an agreement to acquire thirty-seven  
service stations. In October 2009, the Group also signed an  
agreement to dispose of thirty-four service stations located in  
Corsica. These transactions have been approved by the relevant  
authorities. In January 2010, TOTAL also finalized the disposal of  
half of its share (50%) in Société des Dépôts Pétroliers de Corse.  
In 2009, five refineries underwent major turnarounds.  
Marketing  
In July 2009, the Group inaugurated a logistic platform in Rouen  
designed to supply Europe and other continents with lubricants  
and grease. This investment is intended to improve the  
competitiveness of the Lubricants business line.  
1
TOTAL is one of the leading marketers in Western Europe . The  
Group is also the largest marketer in Africa, with a market share of  
nearly 10% .  
2
o In Portugal, since TOTAL and CEPSA merged their oil marketing  
businesses in 2008, TOTAL has had a leading position in the  
6
TOTAL markets a wide range of specialty products, which it  
country with a market share of nearly 11% , a network of 300  
produces from its refineries and other facilities. TOTAL is among the  
leading companies in the specialty products market , in particular  
service stations and a strengthened position in the specialty  
products market.  
3
for lubricants, LPG, jet fuel, special fluids, bitumen and marine fuels,  
4
with products marketed in approximately 150 countries .  
In Northern, Central and Eastern Europe, the Group is developing  
its positions primarily in the specialty products market. In 2009,  
TOTAL continued to expand its presence in the growing markets of  
Eastern Europe, in particular for lubricants. The Group intends to  
accelerate the growth of its specialty products business in Russia  
and Ukraine through the development of its direct presence in these  
markets since 2008.  
Europe  
In Europe, as of December 31, 2009, TOTAL has a network of  
0,825 service stations in France, Belgium, the Netherlands,  
Luxembourg, Germany, the United Kingdom, Italy, and, through its  
interest in CEPSA, Spain and Portugal. TOTAL also has a network  
of more than 540 AS24-branded service stations dedicated to  
1
1
2
3
4
5
6
. Based on publicly available information, quantities sold. Portfolio: France, Benelux, United Kingdom, Germany, Italy and, through CEPSA, Spain and Portugal.  
. PFC Energy December 2009, based on quantities sold.  
. Based on publicly available information, quantities sold.  
. Including through national distributors.  
. PFC Energy, Unione Petrolifera, based on quantities sold.  
. Based on publicly available information, quantities sold.  
TOTAL / 41  
2
BUSINESS OVERVIEW  
Downstream  
AS24, which is present in twenty-two European countries and in  
Russia, continued to expand its network in 2009 by opening new  
marketing outlets in Europe, in particular in three new countries  
In North America, TOTAL markets lubricants and is continuing to  
grow with the signature in December 2009 of an agreement to  
acquire lubricant assets in the province of Quebec in Canada.  
(Croatia, Bulgaria, Republic of Macedonia). During the next few  
years, the AS24 network is expected to continue to grow and  
expand to other countries in Europe, the Caucasus and the  
Mediterranean Basin.  
Sales of refined products  
The table below sets forth TOTAL’s volumes of refined petroleum  
products sold by geographic area  
(
a)  
:
Africa & the Middle East  
(
kb/d)  
2009  
2008  
2007  
As of December 31, 2009, TOTAL is the leading marketer of  
petroleum products in the African continent, with a market share of  
nearly 10% , over 3,600 service stations in more than forty  
France  
808  
1,245  
118  
281  
189  
822  
1,301  
147  
279  
171  
846  
1,432  
162 (b)  
286  
167  
1
(a)  
Europe excluding France  
United States  
Africa  
countries and two major networks in South Africa and Nigeria.  
TOTAL also has a large presence in the Mediterranean Basin,  
principally in Turkey, Morocco and Tunisia. In the Middle East, the  
Group is active mainly in the specialty products market and is  
pursuing its growth strategy in the region, notably through the  
production and marketing of lubricants.  
Rest of world  
Total excluding Trading  
Trading  
2,641  
975  
2,720  
938  
2,893 (b)  
881  
Total including trading  
3,616  
3,658  
3,774 (b)  
In 2009, the Group continued to strengthen its positions on the  
African continent. In the second quarter of 2009, TOTAL completed  
the acquisition of marketing and logistics assets in Kenya and  
Uganda. The transaction covers 165 service stations, aviation  
products distribution as well as several logistics sites and a  
lubricant manufacturing plant.  
(a) Including TOTAL’s share in CEPSA.  
b) The amount is different from that in TOTAL’s 2007 Registration Document due to  
a change in the calculation method for sales of the Port Arthur refinery.  
(
 Service stations  
Asia-Pacific  
The table below sets forth the number of service stations in  
TOTAL’s network by geographic area  
(
a)  
:
As of December 31, 2009, TOTAL was present in nearly twenty  
countries in the Asia-Pacific region, primarily in the specialty  
products market. The Group is developing its position as a fuel  
marketer in the region, in particular in China, and operates networks  
in Pakistan, in the Philippines and in Cambodia. TOTAL is also a  
significant player in the Pacific Islands. In addition, five service  
stations opened in Indonesia in 2009.  
As of December 31,  
2009  
2008  
2007  
France  
4,606 (b)  
4,782  
4,992  
Europe excluding France and  
CEPSA  
4,485  
1,734  
3,647  
1,827  
4,541  
1,811  
3,500  
1,791  
4,762  
1,680  
3,549  
1,514  
(
c)  
CEPSA  
Africa  
Rest of world  
In China, the Group has approximately 110 service stations as of  
December 31, 2009, following two joint venture agreements signed  
in 2005 by TOTAL and Sinochem to develop a network of 500  
service stations in the Beijing and Shanghai areas.  
Total  
16,299  
16,425  
16,497  
(
(
a) Excluding AS24-branded service stations.  
b) Of which nearly 2,300 TOTAL-branded service stations, nearly 281 Elf-branded  
service stations and more than 1,800 Elan-branded service stations.  
c) Including all service stations within the CEPSA network.  
In Vietnam, TOTAL continues to strengthen its position in the  
specialty products market. After the acquisition of an LPG  
marketing company in December 2008, the Group finalized in  
December 2009 the acquisition of lubricants assets, making TOTAL  
one of the leaders of the Vietnamese lubricants market.  
(
Biofuels  
TOTAL is present in the biodiesel and biogasoline biofuel sectors. In  
2
The Americas  
2009, TOTAL produced and blended 560 kt of ethanol in gasoline  
at twelve European refineries 3 (compared to 425 kt in 2008 and  
350 kt in 2007) and 1,870 kt of VOME in diesel at fifteen European  
refineries 5 and several oil depots (compared to 1,470 kt in 2008  
and 880 kt in 2007). TOTAL, in partnership with the leading  
companies in this area, is developing second generation biofuels  
derived from biomass. The Group is also participating in French,  
European and international bioenergy development programs.  
4
In Latin America and the Caribbean, TOTAL is active in nearly  
twenty countries, primarily in the specialty products market. In the  
Caribbean, the Group holds a significant position in the fuel  
distribution business that was strengthened by the acquisition in  
the second half of 2008 of marketing and logistics assets in Puerto  
Rico, Jamaica and the Virgin Islands.  
1
2
3
4
5
. PFC Energy December 2009, based on quantities sold.  
. Including ethanol from ETBE (Ethyl-Tertio-Buthyl-Ether).  
. Including the Algeciras and Huelva refineries (CEPSA).  
. VOME: Vegetable-Oil-Methyl-Ester.  
. Including the Algeciras, Huelva and Tarragona refineries (CEPSA).  
4
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BUSINESS OVERVIEW  
In this framework, the Group announced in 2009 that it would  
participate in the BioTfueL research project intended to develop a  
technology to transform biomass into biodiesel.  
 Hydrogen and electric mobility  
For several years, TOTAL has been involved in research and testing  
programs for fuel cell and hydrogen fuel technologies. The Group is  
a founding member of the industrial group created in 2007 to  
participate in the European Joint Technology Initiative to promote  
the development of hydrogen technology.  
In April 2009, the Group announced that it had acquired an interest  
in Gevo, a U.S. company developing a portfolio of bioproducts  
intended for the transportation fuel and chemicals markets. Gevo is  
developing an innovative technology to convert sugars derived from  
biomass into higher alcohols and hydrocarbons.  
In 2009, as part of the Clean Energy Partnership project, TOTAL  
built a new prototype hydrogen fueling station in Germany. Three  
other service stations of the Group are marketing hydrogen in  
Germany and Belgium.  
The Group is also involved in Futurol, an R&D project for cellulosic  
bioethanol, which intends to develop and promote on an industrial  
scale a production process for bioethanol by fermentation of  
lignocellulosic biomass.  
In Germany, the Group is also involved in a demonstration project  
for marketing electricity at four TOTAL-branded service stations in  
Berlin, in partnership with the utility company Vattenfall.  
TOTAL / 43  
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BUSINESS OVERVIEW  
Downstream  
Trading & Shipping  
The Trading & Shipping division:  
Trading & Shipping’s worldwide activities are conducted through  
various wholly-owned subsidiaries, including TOTSA Total Oil  
Trading S.A., Total International Ltd, Socap International Ltd,  
Atlantic Trading & Marketing Inc., Total Trading Asia Pte, Total  
Trading and Marketing Canada L.P. and Chartering & Shipping  
Services S.A.  
o sells and markets the Group’s crude oil production;  
o provides a supply of crude oil for the Group’s refineries;  
o imports and exports the appropriate petroleum products for the  
Group’s refineries to be able to adjust their production to the  
needs of local markets;  
Trading  
o charters appropriate ships for these activities; and  
o undertakes trading on various derivatives markets.  
TOTAL is one of the world’s largest traders of crude oil and refined  
products on the basis of volumes traded. The table below sets forth  
selected information with respect to TOTAL’s worldwide sales and  
source of supply of crude oil for each of the last three years.  
Although the Trading & Shipping division’s main focus is serving the  
Group, its know-how and expertise also allow this division to  
extend its scope of operations beyond meeting the strict needs of  
the Group.  
Supply and sales of crude oil  
For the year ended December 31,  
(
kb/d, except %)  
2009  
2008  
2007  
Sales of crude oil  
Sales to Group Refining & Marketing division (  
Share of sales to external customers  
3,679  
1,771  
1,908  
3,839  
1,995  
1,844  
4,194  
2,042  
2,152  
a)  
Sales to external customers/total sales  
52%  
48%  
51%  
Supply of crude oil  
3,679  
1,310  
2,370  
3,839  
1,365  
2,474  
4,194  
1,502  
2,692  
Share of production sold (  
b) (c)  
Purchased from external suppliers  
Production sold/total supply  
36%  
36%  
36%  
(
(
(
a) Excluding share of CEPSA.  
b) Including condensates and natural gas liquids.  
c) Including TOTAL’S proportionate share of joint ventures production.  
The Trading division operates extensively on physical and  
derivatives markets, both organized and over the counter. In  
connection with its trading business, TOTAL, like most other oil  
companies, uses derivative energy instruments (futures, forwards,  
swaps, options) to adjust its exposure to fluctuations in the price of  
crude oil and refined products. These transactions are entered into  
with various counterparties.  
All of TOTAL’s trading operations are subject to strict internal  
controls and trading limits.  
Throughout 2009, the Trading division maintained a level of activity  
similar to the levels attained in 2008 and 2007, trading physical  
volumes of crude oil and refined products amounting to an average  
of approximately 5 Mb/d.  
For additional information concerning Trading & Shipping’s  
derivatives, see Notes 30 (Financial instruments related to  
commodity contracts) and 31 (Market risks) to the Consolidated  
Financial Statements).  
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BUSINESS OVERVIEW  
In 2009, the main market benchmarks were characterized by a strong contango1:  
009  
2
2008  
2007  
min 2009  
max 2009  
79.7 (Oct. 14)  
86.4 (Nov. 24)  
Brent ICE – 1st Line (a)  
($/b)  
($/b)  
($/b)  
($ /t)  
($ /t)  
62.73  
70.43  
7.70  
98.52  
102.19  
3.59  
72.67  
73.24  
0.57  
39.6 (Feb. 11)  
48.3 (Feb. 11)  
3.8 (Aug. 07)  
361.3 (Feb. 24)  
6.3 (May 05)  
Brent ICE – 12th Line (b)  
Contango time structure (12th-1st)  
Gasoil ICE – 1st Line (c)  
15.2  
653.8  
17.9  
(Jan. 02)  
(Oct. 15)  
(Jan. 08)  
522.20  
10.43  
920.65 637.84  
24.09 13.93  
VLCC Ras Tanura Chiba – BITR (c)  
(
a) 1st line: Quotation for ICE Futures for delivery during the month M+1.  
(
b) 12th Line: Quotation for ICE Futures for delivery during the month M+12.  
(c) VLCC: Very Large Crude Carrier. BITR: Baltic International Tanker Routes.  
Highlights of 2009 included a significant oversupply of crude oil and  
petroleum products compared to demand. Demand recovered  
slightly in the second half of the year.  
term or medium-term agreements (including four LPG carriers and  
no single-hulled vessels). The fleet has an average age of  
approximately four years.  
The oversupply led to increased inventory levels. This trend was  
exacerbated by the steepening of the contango structure for future  
oil prices. In early 2009, the contango reached its maximum for the  
year (15.2 $/b) and then decreased but remained high enough to  
finance oil storage in onshore tanks and, once saturated, in offshore  
oil tankers (floating storage).  
In 2009, the oil freight market was adversely affected by the  
combination of two factors:  
o A strong increase of more than 10% in the tonnage of the global  
supply of tankers of over 10,000 deadweight tons, mainly due to  
the delivery of numerous new vessels in every segment and few  
disposals of vessels.  
Shipping  
o A decline in demand for transport due to the 1.6% decrease in  
the average demand for oil in 2009. This global decrease,  
primarily due to the worldwide recession, led to a reduction in  
OPEC’s production in late 2008. As a result, crude transport  
dropped, especially on long-haul VLCC routes from the Persian  
Gulf.  
The Group’s Shipping division arranges the transportation of crude  
oil and refined products necessary for the Group’s activities. The  
Shipping division provides a wide range of shipping services  
required by the Group to develop its activities and maintains a  
rigorous safety policy. Like a certain number of other oil companies  
and shipowners, the Group uses freight rate derivative contracts in  
its shipping activity to adjust its exposure to freight rate  
fluctuations.  
Freight rates decreased throughout 2009 and, starting in the  
second quarter, reached levels that barely covered the vessels'  
operating costs. Within a few months, the market turned from  
historically high levels in 2008 to record low levels in 2009. The  
weak freight rates and pricing structure for the crude oil market  
followed by the petroleum products market led to using vessels as  
floating storage.  
In 2009, the Shipping division chartered approximately 3,000  
voyages to transport approximately 123 Mt. At year-end 2009, the  
Group employed a fleet of fifty-five vessels chartered under long-  
1. Contango is defined as a market situation in which the price of a good in the future is higher than its prompt price in the spot market.  
TOTAL / 45  
2
BUSINESS OVERVIEW  
Chemicals  
Chemicals  
The Chemicals segment includes Base Chemicals, with  
petrochemical and fertilizer businesses, and Specialty  
Chemicals, with the Group’s rubber processing, resins,  
adhesives and electroplating businesses. TOTAL is one of the  
In 2009, Base Chemicals sales were 14.73 billion, compared to  
20.15 billion in 2008 and 19.81 billion in 2007. Europe and North  
America accounted for 57% and 22%, respectively, of the  
Chemicals segment’s sales in 2008, with the remaining sales  
primarily attributable to Asia (17%) and Latin America (2%).  
1
world’s largest integrated chemical producers .  
Chemicals segment financial data  
(
M)  
2009  
2008  
2007  
Non-Group sales  
Base Chemicals  
Specialty Chemicals  
Adjusted operating income  
Including Base Chemicals  
Including Specialty  
14,726  
8,655  
6,071  
249  
20,150  
13,176  
6,974  
873  
19,805  
12,558  
7,247  
1,155  
526  
(160)  
341  
Chemicals  
445  
272  
16  
524  
668  
323  
642  
847  
431  
Adjusted net operating income  
Including Base Chemicals  
Including Specialty  
Chemicals  
279  
339  
413  
For the full year 2009, adjusted net operating income for the  
Chemicals segment was 272 million compared to 668 million in  
008, a decrease of 59% that resulted from the significantly weaker  
2
environment for Base Chemicals and, to a lesser degree, lower  
sales and results from the Specialties.  
The ROACE 2 for the Chemicals segment for the full year 2009 was  
4
% compared to 9% for 2008.  
2
009 sales by geographic area  
North  
America  
22%  
Rest of  
world  
Europe  
7%  
4
%
5
Asia  
7%  
1
1
2
. Based on publicly available information, consolidated sales.  
. Based on adjusted net operating income and average capital employed at replacement cost.  
4
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BUSINESS OVERVIEW  
Base Chemicals  
The Base Chemicals division includes TOTAL’s petrochemical and  
fertilizer businesses.  
decreasing demand for petrochemical products in Europe and the  
United States and a decline in margins of products from steam  
crackers. The Group’s operations in Qatar and Korea helped to  
offset the challenging environment in mature areas. The Fertilizers  
business was affected by decreasing volumes and very weak  
margins throughout the year.  
In 2009, Base Chemicals sales were 8.66 billion, compared to  
13.18 billion in 2008 and 12.56 billion in 2007. The 2009 market  
environment for the Base Chemicals division was marked by a  
Petrochemicals  
TOTAL’s production capacities by main product  
groups and regions  
2009  
2008  
2007  
North  
Asia and  
(c)  
(
kt)  
Europe  
4,695  
2,500  
1,320  
1,335  
1,110  
America  
Middle East  
Worldwide  
6,895  
Worldwide  
7,285  
Worldwide  
7,175  
Olefins (a)  
1,195  
940  
1,005  
755  
280  
295  
630  
Aromatics  
4,195  
4,360  
4,335  
Polyethylene  
Polypropylene  
Styrenics (b)  
440  
2,040  
2,035  
2,035  
1,150  
1,350  
2,780  
2,750  
2,575  
3,090  
3,220  
3,160  
(
(
(
a) Ethylene, propylene and butadiene.  
b) Styrene and polystyrene.  
c) Including minority interests in Qatar and 50% of Samsung-Total Petrochemicals capacities in Daesan (South Korea).  
The petrochemical business, grouped under Total Petrochemicals,  
includes base petrochemicals (olefins and aromatics) and their  
polymer derivatives (polyethylene, polypropylene and styrenics).  
In an increasingly competitive environment, the Group launched  
two reorganization plans, one in 2006 and another in 2009, for the  
Carling and Gonfreville sites in France:  
-
The first plan called for the closing of a steam cracker and the  
styrene plant at Carling and the construction of a new world-class1  
styrene plant at Gonfreville to replace the plant closed in late 2008.  
The reorganization plan was completed in the first quarter of 2009.  
TOTAL’s main petrochemical sites are located in Belgium (Antwerp,  
Feluy), France (Carling, Feyzin, Gonfreville, Lavéra), the United  
States (Carville in Louisiana and Bayport, La Porte and Port Arthur  
in Texas), Singapore and China (Foshan). Most of these sites are  
either adjacent to or connected by pipelines to Group refineries. As  
a result, most of TOTAL’s petrochemical operations are closely  
integrated within the Group’s refining operations.  
- The second plan is focused on a project to consolidate the  
petrochemical business to improve competitiveness. This  
project includes a plan to upgrade the Group’s most efficient  
units by investing approximately 230 million to increase  
energy efficiency to the most efficient level and improve the  
competitive strength of the steam cracker and high-density  
polyethylene unit in Gonfreville, and to consolidate polystyrene  
production at the Carling facility. It will also lead to the closing  
of structurally loss-making units: two low-density polyethylene  
lines, one in Carling (eastern France) and one in Gonfreville  
TOTAL owns a 50% interest in the Daesan petrochemical site in  
South Korea, in partnership with Samsung. This integrated site is  
located 400 km off the Chinese coast.  
In Qatar, the Group holds interests in two steam crackers and  
several polyethylene lines.  
(northwestern France), and a polystyrene line in Gonfreville.  
This reorganization plan is also intended to improve the  
efficiency of the support services at both sites and of the  
central services at Total Petrochemicals France.  
TOTAL has continued to strengthen its leadership positions in the  
industry by focusing on the following strategic areas:  
o In mature markets, TOTAL is improving the competitiveness of its  
long-established sites notably through costs management, better  
energy efficiency at its facilities and more flexibility in the choice  
of feedstock.  
Furthermore, following the sole customer’s termination of the  
supply contract for the secondary butyl alcohol produced at the  
Notre-Dame-de-Gravenchon facility in Normandy, this dedicated  
facility will have to be closed. Closure is expected in 2010.  
1. Facilities ranking among the first quartile for production capacities based on publicly available information.  
TOTAL / 47  
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BUSINESS OVERVIEW  
Chemicals  
o TOTAL is continuing to expand in growth areas.  
steadily improving on the whole and work accident indicators were  
halved between 2005 and 2009.  
In Asia, the joint venture Samsung-Total Petrochemicals Co. Ltd  
inaugurated in September 2009 a polypropylene compounding  
plant located in Dongguang, China, and continues to optimize  
operations with the construction of a jet fuel production plant to  
develop co-products and a butane storage tank. This storage  
tank is intended to increase flexibility for the steam cracker  
feedstocks. In 2008, the joint venture completed the first  
modernization phase of the Daesan site in South Korea. This  
major development increased the site’s initial production capacity  
by nearly one-third through the expansion of the steam cracking  
 Base petrochemicals  
Base petrochemicals include olefins and aromatics produced by  
steam cracking petroleum cuts, mainly naphtha, as well as  
propylene and aromatics manufactured in the Group’s refineries.  
The economic environment for this business is strongly influenced  
by supply and demand and by changes in the price of naphtha, the  
principal raw material used.  
and styrene units, the construction of a new polypropylene line in  
1
2
007 and the start-up of a new metathesis plant in 2008.  
2009 was marked by a deterioration of margins due to a continuous  
increase in feedstock prices and the decline in demand for olefins  
and aromatics in Europe and the United States. The estimated  
utilization rate of steam crackers 3 in the industry worldwide  
decreased from 91% in 2005-2007 to 86% in 2008 and 85% in  
In the Middle East, construction of a 700 kt/y paraxylene unit at  
the Jubail refinery in Saudi Arabia was approved in May 2008 by  
TOTAL and Saudi Aramco. This world-class unit is intended to  
2
supply the Asian market. Start-up is scheduled for 2013.  
2009 due to the commissioning of new capacities in the Middle  
o TOTAL is developing sites in countries with favorable access to  
East and the decrease in global demand.  
raw materials.  
In Qatar, through its interest in Qatofin and Qacpo, TOTAL holds  
a 49% interest in a Qatofin-operated world-class linear  
Polyethylene  
2
low-density polyethylene plant with a capacity of 450 kt/y in  
Mesaieed, which started production in August 2009, as well as a  
Polyethylene is a plastic produced by the polymerization of ethylene  
manufactured in the Group’s steam crackers. It is primarily intended  
for the packaging, automotive, food, cable and pipe markets.  
Margins are strongly influenced by the level of demand and by  
competition from expanding production in the Middle East, which  
benefits from favorable access to the raw material, ethane, to  
produce ethylene.  
2
2% interest in an ethane-based steam cracker in Ras Laffan  
designed for processing 1.3 Mt/y of ethylene. The steam cracker  
started in March 2010.  
In addition, construction of a 300 kt/y low-density polyethylene  
line is expected at Qapco, in which TOTAL holds a 20% interest,  
with commissioning scheduled in 2012.  
In 2009, demand growth was weak, estimated at +0.8% worldwide,  
with strong differences depending on regions: falling demand in  
mature zones (Europe and the United States) and strong growth in  
China (more than 25%), driven by a domestic demand satisfied by  
the significant increase in importations.  
Pursuant to the contract signed in July 2007, TOTAL is continuing  
discussions with Sonatrach, the Algerian national oil company,  
related to the construction a petrochemical site in Arzew (Algeria).  
The contemplated project includes an ethane-based steam  
cracker with production capacity of 1.1 Mt/y, two polyethylene  
units and a monoethylene glycol production unit. This world-class  
project would benefit from access to a particularly competitive  
feedstock and would be ideally located to supply Europe, the  
Americas and Asia.  
3
TOTAL’s polyethylene sales volume dropped by 4% in 2009  
compared to 2008 and margins remained weak in Europe. In the  
United States, margins maintained at a higher level mainly due to  
the competitive price of ethane-based ethylene. In Europe, the  
pressure on margins is expected to persist with the start-up of new  
ethane-based units in the Middle East, which began in late 2009,  
and in Asia.  
In addition, TOTAL inaugurated in October 2008 a pilot MTO  
plant (Methanol to Olefins) at its Feluy site (Belgium). This project,  
one of the Group’s most important research projects, is intended  
to assess, on a semi-industrial scale, the technical and  
economical feasibility of producing olefins from methanol derived  
from natural gas, coal and biomass, and to consider new  
methods to produce polyolefins.  
In this context, TOTAL intends to focus on lowering the break-even  
point in its plants in Europe and strengthening its efforts to better  
differentiate its range of products.  
In 2009, the Chemicals segment continued to improve its safety  
performance by focusing on on-the-job safety, safety management  
systems and major risk prevention. However, in the second half of  
Polypropylene  
2
009, the Chemicals segment faced four serious accidents. As a  
Polypropylene is a plastic produced by the polymerization of  
propylene manufactured in the Group’s steam crackers and  
refineries. It is primarily intended for the automotive, packaging,  
household, appliances, fabrics and health care markets. Margins  
are mainly influenced by the level of demand and the availability  
and price of propylene.  
result, TOTAL launched a general review of thirteen French sites  
presenting technological risks, including two petrochemical sites  
(
(
Gonfreville and Carling) and three sites from its Fertilizers business  
Mazingarbe, Grandpuits and Grand Quevilly). The Group is  
concerned by these events, especially since safety results were  
1
2
3
. Conversion of ethylene and butene into propylene.  
. Facilities ranking among the first quartile for production capacities based on publicly available information.  
. Based on publicly available information.  
4
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BUSINESS OVERVIEW  
Highlights of 2009 included the slight recovery in the global  
marketplace, estimated at +1.8%, that was driven, like  
polyethylene, by increasing Chinese domestic demand.  
After a record high in 2008, the European fertilizers market  
decreased by more than 10% in 2009 and returned to the levels  
recorded in 2005-2006. Following the collapse of urea prices in late  
2008, prices of nitrogen products decreased sharply in early 2009,  
leading to a drop in margins.  
Compared to 2008, TOTAL’s sales volumes increased by 6% due  
to positive contributions from every region. To face the increasing  
competition from new plants in the Middle East, TOTAL owns plants  
with industrial performance, both in Europe and the United States,  
which place the Group among the industry’s leaders.  
The Fertilizers business continued its major restructuring plan  
initiated in 2006:  
o In France, GPN ceased production of complex fertilizers that are  
made from nitrogen, phosphorus and potassium products, due to  
the declining market for these products, and closed its plants in  
Bordeaux, Basse Indre and Granville. In addition, TOTAL sold its  
Dutch affiliate, Zuid Chemie, to Engrais Rosier, in which the  
Group holds a 57% share, to create a more competitive player in  
the Benelux market.  
Styrenics  
This line of business includes the production of styrene and  
polystyrene. Most of the styrene manufactured by the Group is  
used to produce polystyrene, a plastic principally used in food  
packaging, insulation, refrigeration, domestic appliances and  
electronic devices. Margins are strongly influenced by the level of  
polystyrene demand and the price of benzene, which is  
polystyrene’s principal raw material.  
o The core activity of the Fertilizers business, which is the  
production of nitrogen fertilizers, was strengthened through a  
major investment in the construction of a competitive nitric acid  
plant in Rouen, which started up in the second half of 2009, and a  
urea plant in Grandpuits, which is expected to start up in the  
second quarter of 2010. This additional urea production is  
expected to position GPN in the growing markets of products  
In 2009, the global styrene market decreased by 3%. The global  
polystyrene market decreased by approximately 4% due to the  
weakness of the construction, refrigeration and television markets  
in mature zones. Nonetheless, 2009 was also marked by the  
recovery of growth in China, exceeding 10%, due to programs  
implemented to stimulate domestic demand.  
1
®
that contribute to reducing nitrogen oxide emissions : DENOX  
for industrial applications and Adblue® for transportation  
applications.  
o In France, the Oissel site and three obsolete nitric acid units in  
Rouen and Mazingarbe were closed in 2009.  
In 2009, TOTAL’s polystyrene sales volumes increased by 1%,  
driven by an increase in sales in Asia (+13%).  
o The Group is considering the sale of its mine and quarries  
business at Mazingarbe. Sale of this business has been  
submitted to prior consultation with employee representative  
organizations and to the approval by the relevant authorities.  
Fertilizers  
Through its subsidiary GPN, TOTAL manufactures and markets  
nitrogen fertilizers made from natural gas. Margins are strongly  
influenced by the price of natural gas.  
This plan is expected to improve the competitiveness of GPN by  
regrouping its operations at two sites which feature production  
capacity greater than the European average.  
Specialty Chemicals  
TOTAL’s Specialty Chemicals division includes the rubber  
acquisitions while concentrating on growing markets and focusing  
on the marketing of new products with high added value.  
®
processing (Hutchinson), consumer products (Mapa and  
®
Spontex ), resins (Cray Valley, Sartomer and Cook Composites &  
Polymers), adhesives (Bostik) and electroplating (Atotech)  
businesses. The division serves consumer and industrial markets  
for which customer-oriented marketing and service as well as  
innovation are key drivers. The Group markets specialty products in  
more than fifty-five countries. Its strategy is to pursue its  
In 2009, Specialty Chemicals faced a difficult environment due to  
the global economic slowdown, especially in the first half of the  
year. In this adverse environment, Specialty Chemicals sales  
decreased by 13% compared to 2008. Results substantially  
increased in the second half of 2009 compared to the same period  
in 2008, due to improving margins and cost reduction programs.  
international expansion by combining internal growth and targeted  
1. Nitrogen oxide emissions are harmful to the environment and subject to regulation.  
TOTAL / 49  
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BUSINESS OVERVIEW  
Chemicals  
In 2009, sales decreased by 22%, reflecting the ongoing economic  
slowdown in the United States, which is the main market segment  
for the Resins business, and decreasing volumes in Europe.  
Rubber processing  
Hutchinson manufactures and markets products derived from  
rubber processing that are principally intended for the automotive,  
aerospace and defense industries.  
In this environment, all the subsidiaries accelerated their programs  
to reduce fixed costs in Europe and the United States. In addition,  
they continued to refocus on their most profitable lines of business  
through a selective investment policy targeting in particular the  
most dynamic geographical areas. For instance, Sartomer  
continued to expand in China from its Nansha plant that started up  
in April 2008.  
1
Hutchinson, among the industry’s leaders , provides its customers  
with innovative solutions in the areas of fluid transfer, water and  
airtightness, transmission, mobility and vibration, as well as sound  
and thermal insulation.  
Hutchinson’s 2009 sales decreased by 11% in an uneven  
environment depending on the lines of business. Automotive  
products sales decreased substantially compared to 2008 in a  
challenging market environment, especially in the first half of the  
year, both in North America and in Europe. In other industrial  
markets, sales increased slightly in 2009 compared to 2008 due to  
sustained demand from the defense, aerospace and railway  
industries.  
Adhesives  
Bostik is one of the world leaders in its sector, based on sales 1,  
with leading positions in the industrial, hygiene, construction and  
consumer and commercial distribution markets.  
In 2009, Bostik’s sales decreased by 8% compared to 2008. These  
comparatively positive results in an adverse economy confirm  
Bostik’s strategy of strengthening its position in the industrial  
market, which has been less affected than the construction  
industry, and continuing its development in growing markets,  
especially in the Asia-Pacific region.  
To strengthen its position in the aerospace industry, Hutchinson  
acquired Strativer in late 2008, a company that specializes in the  
expanding composite materials industry.  
For instance, new production units were commissioned in China  
Throughout 2009, Hutchinson continued to develop in expanding  
markets, primarily Eastern Europe, South America and China,  
relying notably on the sites opened in 2006 in Brasov (Romania),  
Lodz (Poland) and Suzhou (China) and in 2009 in Sousse (Tunisia).  
(Zhuhai) and Australia (Sydney). In September 2009, Bostik  
launched the construction of a plant in Changshu (China) that is  
expected to eventually become the company’s largest plant.  
Furthermore, Bostik is actively pursuing its program for innovation  
and is focusing notably on new products and applications  
contributing to sustainable development.  
Consumer products  
The Consumer products business is organized into baby care  
®
®
®
products (Nuk and Tigex ) and household specialties (Mapa and  
Electroplating  
®
Spontex ). The baby care products sector strengthened in 2009  
with the acquisition of Gerber in late 2008. As a result, sales  
increased by 11% in 2009 compared to 2008. These markets  
depend heavily on the level of household consumption and due to  
the economic slowdown, like-for-like consumption was lower on  
both markets. Thanks to brand recognition, the Consumer products  
business is expected to continue to grow in Europe, the United  
States and emerging countries.  
Atotech, which encompasses TOTAL’s electroplating business, is  
the second largest company in this sector based on worldwide  
sales . It is active in both the electronics (printed circuits,  
semiconductors) and general metal finishing markets (automotive,  
sanitary goods, furnishing).  
2
The electroplating business was impacted by the global economic  
slowdown that affected the automotive and the electronics  
industries. Sales decreased by 20% in 2009 compared to 2008.  
In early 2010, TOTAL launched a process to sell its Consumer  
products business. Sale of this business has been submitted to  
prior consultation with employee representative organizations and  
to the approval by the relevant authorities.  
In this context of economic slowdown, Atotech successfully  
pursued its strategy designed to better differentiate its products  
through comprehensive service provided to its customers in terms  
of equipment, processes, design, chemical products and through  
the development of green, innovative technologies to reduce the  
environmental footprint. This strategy relies on global coverage  
provided by its technical centers located near customers. Finally,  
Atotech intends to continue to develop in Asia, which represents  
more than 50% of its global sales.  
Resins  
TOTAL produces and markets resins for adhesives, inks, paints,  
coatings and composite materials through three subsidiaries: Cray  
Valley, Sartomer, and Cook Composites & Polymers.  
1
2
. Based on publicly available information, consolidated sales.  
. Based on publicly available information.  
5
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10 11  
Investments  
BUSINESS OVERVIEW  
Investments  
Principal investments made over the  
Principal investments anticipated  
2007-2009 period  
For the year 2010, TOTAL announced an investment budget 1 of  
approximately $18 billion (excluding acquisitions) of which  
approximately 80% are devoted to the Upstream segment.  
(
en millions d’euros)  
2009  
2008  
2007  
Upstream  
Downstream  
Chemicals  
Corporate  
9,855  
2,771  
631  
10,017  
2,418  
1,074  
131  
8,882  
1,875  
911  
Capital expenditures in the Upstream segment are expected to be  
principally dedicated to major development projects, including  
Kashagan in Kazakhstan ; Pazflor and Angola LNG in Angola; Usan,  
Ofon II and OML 58 in Nigeria; the Ekofisk area in Norway and the  
Mahakam area in Indonesia. In the Downstream segment,  
investments are expected for, among others, the development of  
projects intended to increase the conversion and desulphurization  
capacities, notably through the modernization program of the Port  
Arthur refinery in the United States.  
92  
54  
Total  
13,349  
13,640 11,722  
Most of the investments made by TOTAL are comprised of  
additions to property, plant and equipment and intangible assets  
Investments, including net investment in equity affiliates and non  
consolidated subsidiaries and acquisitions, amounted to  
Beyond 2010, TOTAL plans to pursue a sustained investment effort  
to supply the growth of its activities, prioritizing the Upstream  
segment.  
$
18.1 billion in 2009, compared to $18.3 billion in 2008.  
In the Upstream segment, capital expenditures are mainly intended  
to develop new hydrocarbon production facilities, exploration  
activities and acquisitions of new permits. In 2009, development  
expenditures were devoted primarily to the following projects:  
Kashagan in Kazakhstan; Pazflor, Angola LNG and Tombua  
Landana in Angola; Akpo, Usan and Ofon II in Nigeria; Ekofisk in  
Norway; the Mahakam zone in Indonesia; the Alwyn zone in the  
United Kingdom; Moho Bilondo in the Republic of the Congo and  
Anguille in Gabon.  
TOTAL self-finances most of its capital expenditures from cash flow  
from operations (see the Consolidated Statement of Cash Flow of  
the Consolidated Financial Statements, which are essentially  
increased by accessing the bond market on a regular basis, when  
conditions in the financial markets are favorable (see Note 23 to the  
Consolidated Financial Statements). However, capital expenditures  
for joint ventures between TOTAL and external partners may be  
funded through project financing.  
In the Downstream segment, capital expenditures are split between  
refining and marketing activities (notably for the retail network).  
Refining investments (approximately $2.6 billion in 2009) are divided  
between maintenance of the facilities (included major turnarounds  
amounting to $0.5 billion in 2009, similar to 2008) and projects to  
increase the production of light products, add desulphurization  
capacities, adapt the system to new specifications and improve the  
plants energy efficiency. Highlights of 2009 included the ongoing  
construction of a deep conversion unit at the Port Arthur refinery in  
the United States.  
As part of certain project financing arrangements, TOTAL S.A. has  
provided guarantees. These guarantees, as well as other  
information on off-balance sheet commitments for the Group,  
appear in Note 23 to the Consolidated Financial Statements The  
Group does not currently consider that these guaranties, or any  
other off-balance sheet arrangements of TOTAL S.A. or of any other  
Group company, currently have or are reasonably likely to have in  
the future a material impact on the Group’s financial condition,  
changes in revenues or expenses liquidity, capital expenditure or  
capital resources.  
In the Chemicals segment, capital expenditures for 2009 were  
approximately 65% for Base Chemicals and 35% for Specialties.  
1. Including net investments in equity affiliates and non-consolidated companies, excluding acquisitions and divestments, based on 1 = $1.40 for 2010.  
TOTAL / 51  
2
BUSINESS OVERVIEW  
Organizational structure  
Organizational structure  
The Group’s businesses are organized as indicated on the chart on  
pages 54 and 55 of this Registration Document. The operating  
segments of the Group are assisted by centralized corporate  
functions (Finance, Legal, Ethics, Insurance, Strategy & Business  
Intelligence, Human Resources and Communications) which are  
also represented in the chart mentioned above and which are part  
of the parent company, TOTAL S.A.  
Position of the Company within the  
Group  
TOTAL S.A. is the parent company of the Group. As of  
December 31, 2009, there were 712 consolidated subsidiaries of  
which 617 were fully consolidated, 12 were proportionately  
consolidated, and 83 were accounted for under the equity method.  
Principal subsidiaries  
The decision of the principal subsidiaries of TOTAL S.A. to declare  
dividends is made by their respective shareholders’ meetings and  
remain subject to the provisions of local laws and regulations  
applicable to them. As of December 31, 2009, there is no restriction  
under those provisions that would materially restrict the distribution  
to TOTAL S.A. of the dividends declared by those subsidiaries.  
A list of the principal subsidiaries of the Company is detailed in  
Note 35 to the Consolidated Financial Statements.  
5
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4
5
6
7
8
9
10 11  
Property, plant and equipment  
BUSINESS OVERVIEW  
Property, plant and equipment  
TOTAL has freehold and leasehold interests in over 130 countries  
throughout the world. The principal activities based at these sites,  
fields and other industrial, commercial or administrative properties  
are described in this chapter for each of the business segments  
A summary of the fixed assets and their financial impact on the  
Group (depreciation and impairment) is included in Note 11 to the  
Consolidated Financial Statements.  
(Upstream, Downstream, Chemicals).  
Information about the Company’s environmental policy, notably that  
for the Group’s industrial sites, is presented on pages 312 and 313  
of this Registration Document.  
TOTAL / 53  
2
BUSINESS OVERVIEW  
Organization chart as of January 1, 2010  
Organization chart as of January 1, 2010  
Ethics  
Committee  
MANAGEMENT COMMITTEE  
EXECUTIVE COMMITTEE +  
B. CLAUDE  
P. BARBÉ  
Y.-M. DALIBARD F. LEROY  
P. POUYANNÉ  
M. BLAIZOT  
Ph. BOISSEAU  
B. DEROUBAIX  
P. HERBEL  
J. MARRAUD des GROTTES A. TRICOIRE  
E. de MENTEN  
J.-F. MINSTER  
J.-J. MOSCONI  
F. VIAUD  
A. CHAMPEAUX J.-M. JAUBERT  
R. CHAPPAZ  
M. LEPOUTRE  
Corporate Affairs  
J.-J. GUILBAUD  
Purchasing  
Audit  
J. BIÉ  
Public Affairs  
H. des LONGCHAMPS  
M. FORMERY  
Y.-M. DALIBARD  
Sustainable Development & Environment M. LEPOUTRE  
Human Resources  
Corporate Security  
Industrial Safety  
F. VIAUD  
J. FERRIER  
Communications  
J.-M. JAUBERT  
Top executives management  
R. CHAPPAZ  
Upstream  
Exploration  
Gas  
& Power  
Ph. BOISSEAU  
&
Production  
Y.-L. DARRICARRÈRE  
Gas Infrastructure  
Technical Affairs, R&D  
Finance, Human  
Resources, Legal Affairs  
Northern Europe  
P. de VIVIES  
Geosciences  
M. BLAIZOT  
B. CLÉMENT  
B. BAUDIER  
Africa  
J. MARRAUD  
des GROTTES  
Development &  
Operations  
Electricity  
New Energies  
A. CHAPERON  
Liquefied Natural Gas  
Techniques  
L. MAUREL  
M. HOURCARD  
Strategy - Business  
Development -  
Trading  
Marketing  
Ph. SAUQUET  
Strategy, Markets,  
Informations Systems  
D. LAURÉ  
Middle East  
L. PASZKIEWICZ  
Engineering - R&D  
P. POUYANNÉ  
Finance Economics  
Information Systems  
O. de LANGAVANT  
Americas  
M. SEGUIN  
Human Resources  
& Internal  
Communications  
I. GAILDRAUD  
Asia-Pacific  
J.-M. GUILLERMOU  
Continental Europe  
&
Central Asia  
A. BREUILLAC  
5
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7
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10 11  
Organization chart as of January 1, 2010  
BUSINESS OVERVIEW  
Board of Directors  
Chairman of the Board of Directors  
Th. DESMAREST  
Chief Executive Officer  
Chairman of the Executive Committee  
Ch. de MARGERIE  
Executive Committee  
Strategy &  
Scientific  
Vice Chairman  
Business  
Legal Affairs  
P. HERBEL  
Adviser to the CEO  
J. du RUSQUEC  
F. CORNÉLIS  
Development  
Intelligence  
J.-F. MINSTER  
J.-J. MOSCONI  
M. BÉNÉZIT, Y.-L. DARRICARRÈRE,  
J.-J. GUILBAUD, P. de LA CHEVARDIÈRE  
Finance  
P. de LA CHEVARDIÈRE  
Information  
Technology  
Finance  
P. de LA CHEVARDIÈRE  
Insurance  
G. NAISSE  
Telecommunications  
P. HERENG  
Downstream  
Chemicals  
Refining  
Marketing  
M. BÉNÉZIT  
Trading  
& Shipping  
P. BARBÉ  
Chemicals  
F. CORNÉLIS  
&
Africa  
Middle East  
Refining  
Crude Oil Trading  
Shipping  
Total  
Petrochemicals  
F. CORNÉLIS  
Administration  
A. TRICOIRE  
R. STEED  
L. GILLET  
F. LEROY  
A. CHAMPEAUX  
Marketing  
Europe  
Rubber  
processing  
Hutchinson)  
J. MAIGNÉ  
Asia - Pacific  
Products Trading  
Human Resources  
& Communications  
G. ROPARS  
T. PFLIMLIN  
T. PESCHARD  
(
E. de MENTEN  
Products &  
Derivatives Trading  
Specialties  
Administration  
Adhesives  
Resins (Cray Valley,  
Sartomer, CCP)  
D. GRASSET  
(
Bostik)  
F. JAN  
B. DEROUBAIX  
J. d'ALMEIDA  
B. PINATEL  
Human Resources  
Strategy  
Development  
Research  
B. LUC  
Electroplating  
Fertilizers  
(GPN)  
F. RAATZ  
&
Internal  
(
Atotech)  
Communications  
L. STORELLI  
R. SCHNEIDER  
TOTAL / 55  
2
BUSINESS OVERVIEW  
5
6 / TOTAL - Registration Document 2009  
3
MANAGEMENT REPORT  
Chapter 3 (Management Report) was set by the Board of Directors on February 10, 2010, and has not been updated with  
subsequent events.  
SUMMARY OF RESULTS AND FINANCIAL POSITION  
Overview of the 2009 fiscal year for TOTAL S.A.  
p. 58  
p. 58  
p. 59  
p. 61  
p. 62  
p. 62  
p. 63  
2
009 results  
Upstream results  
Downstream results  
Chemicals results  
TOTAL S.A. 2009 results and proposed dividend  
Liquidity and capital resources  
Long-term and short-term capital  
Cash flow  
p. 64  
p. 64  
p. 64  
p. 65  
p. 65  
p. 65  
Borrowing requirements and funding structure  
External financing available  
Anticipated sources of financing  
Research and development  
Exploration & Production  
Gas & Power  
p. 66  
p. 66  
p. 66  
p. 67  
p. 67  
p. 67  
p. 67  
p. 67  
Refining & Marketing  
Petrochemicals  
Specialty Chemicals  
Environment  
R&D organization  
Trends and outlook  
Outlook  
p. 68  
p. 68  
p. 68  
p. 68  
Risks and uncertainties  
2
010 sensitivities to market environment  
TOTAL / 57  
3
MANAGEMENT REPORT  
Summary of results and financial position  
Summary of results and financial position  
In the Upstream, in 2009 five major projects started production in  
Overview of the 2009 fiscal year for  
TOTAL S.A.  
Nigeria, the Gulf of Mexico, Angola, Qatar and Yemen. The Group  
also approved the investment to launch the Surmont Phase II  
project in Canada, and, to further strengthen its portfolio, entered  
into a number of joint ventures, notably with Chesapeake and  
Cobalt in the United States, Novatek in Russia, and Sonatrach in  
Algeria. These additions were made within the framework of the  
company’s strict financial criteria. In addition, cost reduction plans  
launched in late 2008 led to an 8% reduction in operating costs and  
allowed the company to maintain its technical costs at $15.4/boe,  
the same level as in 2008.  
The 2009 oil and gas market environment was marked by a sharp  
decline in the demand for oil, natural gas and refined products.  
Crude oil prices, nonetheless, rebounded during the year to  
average $61.7/b thanks to the support from OPEC reductions and  
the anticipation by the market of an economic recovery. In contrast,  
natural gas spot prices remained depressed and refining margins  
fell to historically low levels, under pressure from significant  
overcapacity. In Chemicals, despite strong demand for polymers in  
China, the environment was hurt by low margins and a sharp drop  
in demand in OECD markets.  
The Downstream and Chemicals segments continued to implement  
plans to adapt to the particularly difficult conditions they faced in  
2009 that included reducing capacity to restore profitability to these  
activities in an environment undergoing profound transformation.  
The measures taken in the modernization of the refining and  
petrochemicals site at Normandy demonstrate the Group’s will to  
be socially responsible as it adapts its industrial operations to  
structural changes in the market.  
In this context, TOTAL’s 2009 adjusted net income was $10.9 billion,  
a decrease of 47% compared to 2008. The Group’s results for the  
year were among the most resilient of the major oil companies. In the  
fourth quarter, thanks to a 6% increase in Upstream production,  
higher oil prices and Downstream results that remained slightly  
positive despite very weak refining margins, adjusted net income  
rose to $3.1 billion, an increase of 15% compared to the third  
quarter.  
In addition, outlays for research and development rose to  
650 million in 2009, an increase of 6% compared to 2008. In  
particular, this allowed the Group to start up this year the pilot  
project for CO capture and storage at Lacq, which illustrates its  
2
commitment to the fight against global climate change.  
In reaffirming the priority of safety and the environment and by  
building on its investment discipline, its high-quality portfolio and its  
recognized expertise, TOTAL is confident in its ability to pursue its  
strategy of profitable and responsible growth to create value for all  
of its stakeholders.  
With its strong balance sheet and financial flexibility, TOTAL has  
been able to continue its investment program and dividend policy in  
2
009, while keeping its net-debt-to-equity ratio, in line with its  
objectives, at 27% at the end of December 2009.  
5
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10 11  
Summary of results and financial position  
MANAGEMENT REPORT  
2009 results  
(M)  
2009  
2008  
2007  
Sales  
131,327  
179,976  
158,752  
Adjusted operating income from business segments (  
a)  
14,154  
7,607  
28,114  
13,961  
23,956  
12,231  
Adjusted net operating income from business segments (  
a)  
Net income (Group share)  
Adjusted net income (Group share) (  
8,447  
7,784  
10,590  
13,920  
13,181  
12,203  
a)  
Fully-diluted weighted-average shares (millions) (a)  
Adjusted fully-diluted earnings per share (euros) (a) (b)  
Dividend per share (c) ()  
2,237.3  
3.48  
2,246.7  
6.20  
2,274.4  
5.37  
2.28  
2.28  
2.07  
Net-debt-to-equity (as of December 31)  
Return on average capital employed (ROACE) (  
Return on equity  
27%  
13%  
16%  
23%  
26%  
32%  
27%  
24%  
31%  
d)  
Cash flow from operating activities  
Investments  
Divestments  
12,360  
13,349  
3,081  
18,669  
13,640  
2,585  
17,686  
11,722  
1,556  
(
a) Adjusted income (adjusted operating income, adjusted net operating income and adjusted net income) is defined as income using replacement cost, adjusted for special  
items and excluding TOTAL’s equity share of adjustments and, from 2009, selected items related to Sanofi-Aventis.  
b) Based on the fully-diluted weighted-average number of common shares outstanding during the period.  
c) 2009 dividend is subject to the approval by the Shareholders Meeting on May 21, 2010.  
(
(
(
d) Based on adjusted net operating income and average capital employed at replacement cost.  
Market environment  
2009  
2008  
2007  
Exchange rate (-$)  
Brent ($/b)  
European refining margins ERMI ( ($/t)  
1.39  
61.7  
17.8  
1.47  
97.3  
51.1  
1.37  
72.4  
49.6  
a)  
(
a) ERMI has replaced TRCV as the European refining margin indicator, as announced by TOTAL on January 15, 2010 in the publication of its 4th quarter indicators. In view of  
market changes over the past years (particularly in terms of refinery complexity, crude feedstock and product runs) the ERMI should be more representative of the margin on  
average variable costs for a theoretical European refinery.  
Adjustments to operating income from business segments  
(
M)  
2009  
2008  
2007  
Special items affecting operating income from the business segments  
(711)  
(375)  
(35)  
Restructuring charges  
Impairments  
Other  
(391)  
(320)  
2,205  
(177)  
(198)  
(3,503)  
(47)  
12  
1,830  
Pre-tax inventory effect: FIFO vs. replacement cost (  
a)  
Total adjustments affecting operating income from the business segments  
1,494  
(3,878)  
1,795  
(
a) See Note 1 paragraph N to the Consolidated Financial Statements.  
Adjustments to net income (Group share)  
(
M)  
2009  
(570)  
2008  
(485)  
2007  
(64)  
Special items affecting net income (Group share)  
Gain on asset sales  
Restructuring charges  
Impairments  
179  
(129)  
(333)  
(287)  
214  
(69)  
(205)  
(425)  
306  
(35)  
(162)  
(173)  
Other  
(
a)  
TOTAL’s equity share of selected items related to Sanofi-Aventis  
After-tax inventory effect: FIFO vs. replacement cost (  
(300)  
1,533  
(393)  
(2,452)  
(243)  
1,285  
b)  
Total adjustments affecting net income  
663  
(3,330)  
978  
(
(
a) Based on TOTAL’s participation in Sanofi-Aventis of 7.4% as of December 31, 2009, 11.4% as of December 31, 2008 and 13.1% as of December 31, 2007 – selected items  
from 2009.  
b) See paragraph N of Note 1 to the Consolidated Financial Statements.  
TOTAL / 59  
3
MANAGEMENT REPORT  
Summary of results and financial position  
Other special items had a negative impact on net income of  
570 million in 2009 compared to a negative impact of 485 million  
Sales  
in 2008.  
Consolidated sales decreased by 27% to 131,327 million in 2009  
from 179,976 million in 2008.  
Reported net income (Group share) was 8,447 million compared to  
10,590 million in 2008.  
Operating income  
The effective tax rate for the Group was 55% in 2009 compared to  
6% in 2008.  
Using Total’s market indicators and comparing 2009 to 2008, the  
environment was marked by a 36% decrease in the average  
realized liquids price and a 30% decrease in the average realized  
natural gas price. The ERMI refining margin indicator for Europe fell  
by 65% to $17.8/t. The Chemicals environment was marked by a  
drop in demand for polymers and specialty chemicals.  
5
The Group did not buy back shares in 2009. On December 31,  
2
2
009, there were 2,243.7 million fully-diluted shares compared to  
,235.3 million fully-diluted shares on December 31, 2008.  
Adjusted fully-diluted earnings per share, based on 2,237.3 million  
weighted-average shares was 3.48 compared to 6.20 in 2008, a  
decrease of 44%.  
The euro-dollar exchange rate was $1.39/ in 2009 compared to  
$
1.47/ in 2008.  
In this context, the adjusted operating income from the business  
segments was 14,154 million, a decrease of 50% compared to  
Expressed in dollars, the adjusted fully-diluted earnings per share  
was $4.85 compared to $9.11 in 2008, a decrease of 47%.  
1
2
008 . Expressed in dollars, adjusted operating income from the  
business segments was $19.7 billion, a decrease of 52% compared  
to 2008.  
Investments – divestments  
The effective tax rate 2 for the business segments was 55%  
compared to 56% in 2008.  
Investments excluding acquisitions and including net investments in  
equity affiliates and non-consolidated companies were 12.3 billion  
(
2
$17.1 billion) in 2009 compared to 11.4 billion ($16.8 billion) in  
008.  
Adjusted net operating income from the business segments was  
7,607 million compared to 13,961 million in 2008, a decrease of  
6%. The smaller decrease, relative to the one in adjusted  
4
Acquisitions were 743 million in 2009.  
operating income, is essentially due to the more limited decrease in  
the contribution from equity affiliates.  
Asset sales in 2009 were 2,663 million, consisting essentially of  
Sanofi-Aventis shares.  
Expressed in dollars, adjusted net operating income from the  
business segments fell by 48%.  
Net investments 3 were 10.3 billion in 2009 compared to  
11.1 billion in 2008. Expressed in dollars, net investments in 2009  
Net income Group share  
were $14.3 billion, a decrease of 12% compared to the $16.3 billion  
of net investments in 2008.  
Adjusted net income decreased by 44% to 7,784 million in 2009  
from 13,920 million in 2008. It excludes the after-tax inventory  
effect, special items, and the Group’s equity share of adjustments  
and selected items related to Sanofi-Aventis.  
Profitability  
The ROACE for the full year 2009 was 13% for the Group and 13%  
for the business segments compared to 26% and 28%,  
respectively, for the full year 2008.  
The after-tax inventory effect had a positive impact on net income  
of 1,533 million in 2009 compared to a negative impact of  
2,452 million in 2008;  
Return on equity was 16% in 2009 compared to 32% in 2008.  
The Group’s share of adjustments and selected items related to  
Sanofi-Aventis had a negative impact on net income of 300 million  
in 2009 and a negative impact on net income of 393 million in  
2
008;  
1
2
. Special items affecting operating income from the business segments had a negative impact of 711 million in 2009 and a negative impact of 375 million in 2008.  
. Defined as: (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates, dividends received from investments and impairments of  
acquisition goodwill + tax on adjusted net operating income).  
3. Net investments = investments including acquisitions and net investments in equity affiliates and non-consolidated companies – asset sales + net financing for employees  
related to stock purchase plans.  
6
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10 11  
Summary of results and financial position  
MANAGEMENT REPORT  
Proved reserves based on SEC rules (Brent at $59.91/b) were  
0,483 Mboe at December 31, 2009. At the 2009 average rate of  
production, the reserve life is more than twelve years.  
Upstream results  
1
2
The 2009 reserve replacement rate , based on SEC rules, was  
103%. Excluding acquisitions and divestments, the reserve  
Environment – liquids and gas price  
realizations  
replacement rate was 93%.  
(a)  
2009  
61.7  
2008  
97.3  
2007  
72.4  
As of year-end 2009, TOTAL has a solid and diversified portfolio of  
proved and probable reserves 3 representing 20 Bboe, or more than  
a 20-year reserve life based on the 2009 average production rate,  
and resources 4 representing more than a 40-year reserve life.  
Brent ($/b)  
Average liquids price ($/b)  
Average gas price ($/Mbtu)  
58.1  
5.17  
91.1  
7.38  
68.9  
5.40  
Average hydrocarbons price ($/boe)  
47.1  
72.1  
55.2  
Results  
(M)  
(
a) Consolidated subsidiaries, excluding fixed margin and buyback contracts.  
2009  
2008  
2007  
Adjusted operating income  
Adjusted net operating income  
12,879  
6,382  
23,639  
10,724  
19,514  
8,849  
TOTAL’s average liquids price decreased by 36% in 2009  
compared to 2008. TOTAL’s average gas price decreased by 30%.  
Cash flow from operating activities  
Adjusted cash flow from operating  
activities  
10,200  
13,765  
12,692  
Hydrocarbon production  
2009  
2008  
2007  
11,336  
14,313  
12,562  
Liquids (kb/d)  
Gas (Mcf/d)  
1,381  
4,923  
1,456  
4,837  
1,509  
4,839  
Total expenditures  
Divestments  
9,855  
398  
10,017  
1,130  
8,882  
751  
Combined production (kboe/d)  
2,281  
2,341  
2,391  
Return on average capital employed  
18%  
36%  
34%  
For the full-year 2009, hydrocarbon production was 2,281 kboe/d, a  
decrease of 2.6% compared to 2008, mainly as a result of:  
Over the full year 2009, adjusted net operating income for the  
Upstream segment was 6,382 million compared to 10,724 million  
in 2008, a decrease of 40%. Expressed in dollars, adjusted net  
operating income for the Upstream segment was $8.9 billion, a  
o +2% for ramp-ups and start-ups of new fields net of the normal  
decline;  
44% decrease compared to 2008, essentially due to lower  
o +1.5% for the price effect 1;  
hydrocarbon prices.  
o -3% for OPEC reductions and lower gas demand;  
Technical costs for consolidated subsidiaries, in accordance with  
ASC 932 5 (previously FAS69) were $15.4/boe in 2009, stable  
compared to 2008, with a decrease of 8% in operating expenses  
per barrel offsetting an increase in depreciation, depletion and  
amortization (DD&A) charges related notably to the start-up of new  
projects.  
o -1% for disruptions in Nigeria related to security issues;  
o -2% for changes in the portfolio, mainly in Venezuela and Libya.  
Excluding the impact of OPEC reductions, production growth was  
stable compared to 2008.  
6
The return on average capital employed (ROACE ) for the Upstream  
segment was 18% in 2009 compared to 36% in 2008.  
Year-end 2008 reserves (a)  
2009  
2008  
2007  
Liquids (Mb)  
Gas (Bcf)  
5,689  
26,318  
5,695  
26,218  
5,778  
25,730  
Hydrocarbon reserves (Mboe)  
10,483  
10,458  
10,449  
1
2
. Impact of changing hydrocarbon prices on entitlement volumes.  
. Change in reserves excluding production i.e. (revisions + discoveries, extensions + acquisitions – divestments) / production for the period. In an environment with a constant  
6.55 $/b oil price, excluding acquisitions and divestments, the reserve replacement rate would be 97%.  
3
3. Limited to proved and probable reserves covered by E&P contracts on fields that have been drilled and for which technical studies have demonstrated economic  
development in a $60/b Brent environment, including projects developed by mining.  
4
5
6
. Proved and probable reserves plus contingent resources (potential average recoverable reserves from known accumulations – Society of Petroleum Engineers – 03/07).  
. FASB Accounting Standards Codification Topic 932, Extractive industries – Oil and Gas.  
. Calculated based on adjusted net operating income and average capital employed, using replacement cost.  
TOTAL / 61  
3
MANAGEMENT REPORT  
Summary of results and financial position  
Downstream results  
Operating data  
2009  
2008  
2007  
Refinery throughput(a) (kb/d)  
Refined product sales (kb/d)  
2,151  
3,616  
2,362  
3,658  
2,413  
(c)  
3,774  
(
b)  
(
(
(
a) Including share of CEPSA.  
b) Including Trading and share of CEPSA.  
c) The amount is different from that in TOTAL’s 2007 Registration Document due to a change in the calculation method for sales of the Port Arthur refinery.  
For the full year 2009, the utilization rate based on crude was 78% (83% for crude and other feedstocks) compared to 88% in 2008 (91% for  
crude and other feedstocks) reflecting the voluntary throughput reductions in the Group’s refineries. Five refineries had scheduled turnarounds  
for maintenance in 2009 compared to six in 2008. Turnaround activity in 2010 is expected to be lower than in 2009.  
Results  
(
M)  
2009  
2008  
2007  
Adjusted operating income  
Adjusted net operating income  
1,026  
953  
3,602  
2,569  
3,287  
2,535  
Cash flow from operating activities  
Adjusted cash flow from operating activities  
1,164  
1,601  
3,111  
4,018  
4,148  
3,276  
Total expenditures  
Divestments  
2,771  
133  
2,418  
216  
1,875  
394  
Return on average capital employed  
7%  
20%  
21%  
For the full year 2009, the European refining margin indicator was  
65% compared to $3,778 million in 2008, reflecting essentially the  
significantly weaker refining environment.  
$
17.8/t, a decrease of 65% compared to 2008.  
The decreases in cash flow from operating activities and adjusted  
cash flow shown for the fourth quarter and full year 2009 were due  
to a large increase in working capital requirements and the  
decrease in adjusted net operating income.  
Adjusted net operating income for the Downstream segment for the  
full year 2009 was 953 million, a decrease of 63% compared to  
2
008.  
Expressed in dollars, adjusted net operating income for the  
Downstream segment was $1,329 million in 2009, a decrease of  
The ROACE 1 for the Downstream segment for the full year 2009  
was 7% compared to 20% for 2008.  
Chemicals results  
(
M)  
2009  
2008  
2007  
Sales  
14,726  
20,150  
19,805  
Adjusted operating income  
Adjusted net operating income  
249  
272  
873  
668  
1,155  
847  
Cash flow from operating activities (a)  
Adjusted cash flow from operating activities  
1,082  
442  
920  
1,093  
1,096  
1,093  
Total expenditures  
Divestments  
631  
47  
1,074  
53  
911  
83  
Return on average capital employed  
4%  
9%  
12%  
(
a) Including expenses related to AZF: 42 million in 2007, 18 million in 2008 and 216 million in 2009.  
1. Calculated based on adjusted net operating income and average capital employed, using replacement cost.  
6
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10 11  
Summary of results and financial position  
MANAGEMENT REPORT  
For the full year 2009, adjusted net operating income for the  
Chemicals segment was 272 million compared to 668 million in  
008, a decrease of 59% that resulted from the significantly weaker  
2
environment for Base chemicals and, to a lesser degree, lower  
sales and results from the Specialties.  
The ROACE 1 for the Chemicals segment for the full year 2009 was  
4
% compared to 9% for 2008.  
TOTAL S.A. 2009 results and  
proposed dividend  
Net income for TOTAL S.A., the parent company, was  
5,634 million in 2009 compared to 6,008 million in 2008. After  
closing the accounts, the Board of Directors decided to propose at  
the May 21, 2010 Annual Shareholders Meeting a dividend of  
2.28 per share for 2009, stable in euros compared to the previous  
year.  
Based on 2009 adjusted net income, TOTAL’s pay-out ratio would  
be 66%.  
Taking into account the interim dividend of 1.14 per share paid on  
November 18, 2009, the remaining 1.14 per share would be paid  
2
on June 1, 2010 .  
1
2
. Calculated based on adjusted net operating income and average capital employed, using replacement cost.  
. The ex-dividend date for the remainder of the 2009 dividend would be May 27, 2010.  
TOTAL / 63  
3
MANAGEMENT REPORT  
Liquidity and capital resources  
Liquidity and capital resources  
Long-term and short-term capital  
Long-term capital  
As of December 31,  
(
M)  
2009  
2008  
2007  
Shareholders equity (a)  
Non-current financial debt  
Hedging instruments of non-current financial debt  
50,993  
19,437  
(1,025)  
47,410  
16,191  
(892)  
43,303  
14,876  
(460)  
Total net non-current capital  
69,405  
62,709  
57,719  
(
a) Based on a 2009 dividend equal to the 2008 dividend (2.28 /share) less the interim dividend 1.14 /share (2,545 million) paid in November 2009.  
Short-term capital  
As of December 31,  
(
M)  
2009  
2008  
2007  
Current borrowings  
Net current financial assets  
6,994  
(188)  
7,722  
(29)  
4,613  
(1,204)  
Net current financial debt  
6,806  
7,693  
3,409  
Cash and cash equivalents  
(11,662)  
(12,321)  
(5,988)  
Cash flow  
(
M)  
2009  
12,360  
(1,111)  
2008  
18,669  
(932)  
2007  
17,686  
354  
Cash flow from operating activities  
Changes in working capital adjusted for the pre-tax FIFO inventory effect  
Cash flow from operating activities before changes in working capital  
adjusted for the pre-tax FIFO inventory effect  
13,471  
(13,349)  
3,081  
3,203  
(5,275)  
19,601  
(13,640)  
2,585  
17,332  
(11,722)  
1,556  
Total expenditures  
Divestments  
Net cash flow at replacement cost, before changes in working capital  
8,546  
7,166  
Dividends paid  
(5,158)  
(1,189)  
23%  
(4,738)  
(1,526)  
27%  
Share buybacks  
Net-debt-to-equity ratio at December 31  
27%  
Cash flow from operating activities was 12,360 million, a decrease  
of 34% compared to 2008.  
Net cash flow 2 for the Group was 2,092 million compared to  
7,614 million in 2008, essentially due to an increase in working  
capital requirements. Expressed in dollars, net cash flow for the  
Group was $2.9 billion in 2009.  
Adjusted cash flow 1 was 13,471 million, a decrease of 31%,  
reflecting mainly the decrease in adjusted net income. Expressed in  
dollars, adjusted cash flow was $18.8 billion, a decrease of 35%.  
The net-debt-to-equity ratio was 26.6% on December 31, 2009  
compared to 22.5% on December 31, 2008.  
1
2
. Cash flow from operations at replacement cost before changes in working capital.  
. Net cash flow = cash flow from operations + divestments – gross investments.  
6
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10 11  
Liquidity and capital resources  
MANAGEMENT REPORT  
Borrowing requirements and funding  
structure  
External financing available  
The total amount, as of December 31, 2009, of the principal  
confirmed lines of credit granted by international banks to Group  
companies, including TOTAL S.A., was $10,084 million (compared  
to $9,621 as of December 31, 2008), of which $10,051 million was  
unused (compared to $9,380 million December 31, 2008).  
The Group’s policy consists of incurring non-current debt primarily  
at a floating rate, or, if the opportunity arises at the time of an  
issuance, at a fixed rate. Debt is incurred in dollars or in euros  
according to general corporate needs. Long-term interest rate and  
currency swaps may be used to hedge bonds at their issuance in  
order to create a variable or fixed rate synthetic debt. In order to  
partially modify the interest rate structure of the long-term debt,  
TOTAL may also enter into long-term interest rate swaps.  
TOTAL S.A. has confirmed lines of credit granted by international  
banks that allow the Company to fund a significant cash reserve. As  
of December 31, 2009, these lines of credit amounted to $9,322  
million (compared to $8,966 million as of December 31, 2008), of  
which $9,289 million were unused (compared to 8,725 million as of  
December 31, 2008).  
The non-current debt is generally raised by the Treasury  
Department, either directly in dollars or in euros, or in currencies  
exchanged for dollars or euros, based on the Group’s general  
needs, through swaps.  
The contracts for the lines of credit granted to TOTAL S.A. contain  
no provisions that tie the terms and conditions of the loan to the  
Company’s financial ratios, to its financial ratings from specialized  
agencies, or to the occurrence of events that could have a material  
negative impact on its financial position.  
The Group has established standards for market transactions under  
which bank counterparties must be approved in advance, based on  
an assessment of the counterparty’s financial soundness (multi-  
criteria analysis including a review of market prices and of the  
Credit Default Swap (CDS), its ratings with Standard & Poor’s and  
Moody’s, which must be of high quality and its overall financial  
condition).  
The lines of credit granted to Group companies other than TOTAL  
S.A. are not intended to finance the Group’s general needs; they are  
intended to finance either the general needs of the borrowing  
subsidiary or a specific project.  
An overall authorized credit limit is defined for each bank and is  
alloted among the subsidiaries and the Group’s central treasury  
entities according to their needs.  
As of December 31, 2009, there was no restriction on the use of the  
capital received by the Group’s companies (including TOTAL S.A.)  
which could have a direct or indirect material impact on the Group’s  
operations.  
To reduce the market values risk on its commitments, in particular  
for swaps set as part of bonds issuance, the Group also developed  
a system of margin call that is gradually implemented with  
significant counterparties.  
Anticipated sources of financing  
In 2009, investments, working capital and dividend payments were  
financed essentially by the cash flow generated from operating  
activities and by asset disposals and net borrowings.  
For the coming years and based on the current financing  
conditions, the Company intends to maintain this method of  
financing its investments and activities.  
TOTAL / 65  
3
MANAGEMENT REPORT  
Research and development  
Research and development  
In 2009, Research & Development (R&D) expenses amounted to  
Exploration & Production  
650 million, compared to 612 million in 2008 and 594 million in  
1
2
007 . The process initiated in 2004 to increase R&D budgets  
continued in 2009. In addition, the Group implemented in 2009 a  
financial device to contribute to the development of start-ups that  
specialize in the development of innovative technologies in the field  
of energy.  
In addition to continuously optimizing the development of offshore  
projects and gas resources, TOTAL continues to improve its  
computing, exploration, seismic acquisition and processing tools as  
well as those for the initial appraisal of reservoirs and simulation of  
field evolution during operations, especially for tight sand, very  
deep and carbonated reservoirs.  
In 2009, 4,016 employees were dedicated to R&D, compared to  
4
,285 in 2008 and 4,216 in 2007.  
There are six major R&D areas at TOTAL:  
o developing knowledge, tools and technological mastery to  
discover and operate technologically complex oil and gas  
resources to meet global demand for energy;  
Enhancing oil recovery from operated reservoirs and recovery of heavy  
oil and bitumen with lesser environmental impacts are also subjects  
involving major research. In particular, a new major project to develop  
technology for the development of oil shale was launched in 2008.  
o developing and industrializing solar, biomass and carbon capture  
and storage technologies to contribute to the evolution of the  
global energy mix;  
In addition, the carbon dioxide capture and storage project in the  
Rousse depleted field in Lacq (southwestern France) continues, in  
line with schedule. The first injections took place in early 2010.  
o understanding and measuring the impacts of the Group’s  
operations and products on ecosystems (water, soil, air,  
biodiversity) to strengthen environmental safety, as part of the  
regulation in place, and reduce their environmental footprint to  
achieve sustainability in the Group’s operations;  
Water management is also the subject of increased R&D activities.  
o developing practical, innovative and competitive materials that  
meet the market’s specific needs; contribute to the emergence of  
new features and systems; enable current materials to be  
replaced by materials achieving higher performance; address the  
challenges of improved energy efficiency, lower environmental  
impact and toxicity and achieve better management of product  
life cycle;  
Gas & Power  
o developing, industrializing and improving conversion processes  
of oil, coal and biomass resources to adapt to changes in  
resources and markets, improve reliability and safety, achieve  
better energy efficiency, reduce the environmental footprint and  
maintain economic margins on the long term;  
R&D mainly involves energy conversion related to:  
o new technical features for terminals regarding LNG (liquefied  
natural gas);  
o the emergence of DME (DiMethyl Ether) through the Group’s  
involvement in a testing program for this fuel;  
o mastering and using innovative technologies such as  
biotechnologies, nanotechnologies, high-performance  
computing, information and communications technologies and  
new analytic techniques.  
o CTL (Coal to Liquids) projects to convert coal into liquid  
hydrocarbons, with carbon dioxide capture as part of this process.  
These issues are addressed synergistically within a portfolio of  
projects. Different aspects may be looked at independently by  
different divisions.  
R&D efforts were sustained in new energies, in particular in the  
development of new generation photovoltaic cells as part of several  
partnerships with recognized research institutes.  
Energy production from biomass is also a major R&D challenge in  
the development of new energies. The Group is involved in a  
program to develop a production process from biomass and in  
biotechnologies studies related to biomass processing.  
1. Including, starting in 2009, expenses for Exploration & Production pilot facilities.  
6
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10 11  
Research and development  
MANAGEMENT REPORT  
R&D partnerships in tidal current energy, thermal energy and marine  
power also contribute to the Group’s better understanding of the  
technological challenges in these fields.  
Atotech is one of the world leaders for integrated production  
systems (chemicals, equipment, know-how and service) for  
industrial surface finishing and the manufacturing of integrated  
circuits. Given the environmental challenges related to  
electroplating, nearly one third of Atotech’s R&D projects are  
intended to develop cleaner technologies and create conditions for  
the sustainable development of these industries.  
Refining & Marketing  
Innovation at Hutchinson is focused on the development of  
thermoplastic elastomers, clean production technologies and  
energy-efficient systems for large industrial clients.  
In Refining & Marketing, TOTAL is preparing for the emergence of  
tomorrow’s resources, including non-conventional oil and biomass,  
and develops products that meet the market needs, such as higher-  
performance and energy-saving fuels, additives and lubricants.  
Bostik and Cray Valley-Sartomer are seeking to develop products  
(glues and resins) that are adapted to new markets and offer new  
features stemming from clean production technologies, including  
biomass resources.  
The Refining & Marketing Division develops processes and  
catalysts and studies the operation of its industrial sites to improve  
production and adapt to the fuel market. The division develops new  
products (fuels, heating fuels, lubricants, etc.) that are adapted to  
new engines and more environmentally-friendly as well as  
technologies to measure and reduce industrial emissions in the  
environment.  
Environment  
Environmental issues are important throughout the Group and taken  
into account in all R&D projects. Environmental challenges include:  
Several R&D projects in the field of second-generation biofuel  
production were also launched as part of partnerships with  
academic, industrial and economic players in order to develop  
enzymatic and thermo-chemical conversion of biomass.  
o detection and reduction of emissions into the air;  
o prevention of soil and water contamination by focusing R&D  
activity on the most significant environmental risks at the Group’s  
sites or projects, notably by reducing the use of water from  
natural environments and by lowering emissions;  
Petrochemicals  
o changes in the Group’s different products and management of  
their life cycle, in compliance with the REACH Directive;  
o reduction of greenhouse gases through the improvement of  
energy efficiency and carbon dioxide capture and storage.  
In Petrochemicals, R&D is focused on the use of alternative  
resources to naphtha and ethane, such as methanol from coal, gas  
and renewable feedstock.  
R&D organization  
The development of new grades of polymers is also a significant  
R&D activity and the Group is involved in the development of  
biodegradable polymers such as polylactic acid (PLA) as part of a  
joint venture with the company Galactic.  
The Group intends to increase R&D at all the business units through  
cross-functional themes and technologies. Attention is paid to  
synergies of R&D efforts between business units.  
R&D efforts also involve research on catalysts and processes and  
include new pilot programs for development, such as the industrial  
pilot program to convert methanol into olefins combined with a  
polymerization pilot, which allows the gradual optimization of the  
process at the Feluy site in Belgium.  
The Group has twenty-two R&D sites worldwide and has developed  
approximately 600 partnerships with other industrial groups,  
academic or special research institutes. TOTAL also has a  
permanently renewed network of scientific advisors worldwide that  
monitor and advise on matters of interest to the Group’s R&D  
activities. Long-term partnerships with universities and academic  
laboratories, deemed strategic in Europe, the United States, Japan  
and China, as well as innovating small businesses are part of the  
Group’s approach.  
Specialty Chemicals  
Each business unit is developing an active intellectual property  
activity, aimed at protecting its developments, allowing its activity  
without constraints as well as facilitating its partnerships. In 2009,  
close to 250 new patents applications were issued by the Group.  
In the Chemicals segment, R&D has strategic importance for the  
specialty chemicals products. It is closely linked to the needs of  
subsidiaries.  
TOTAL / 67  
3
MANAGEMENT REPORT  
Trends and outlook  
Trends and outlook  
Since the beginning of the first quarter 2010, the price of Brent has  
traded between $70/b and $80/b and natural gas prices have  
recovered somewhat. The environment for refining and  
petrochemicals remains difficult.  
Outlook  
In the Upstream, 2010 production is expected to increase thanks to  
the ramp-up on projects started up in 2009. TOTAL will continue to  
build on its large and diversified portfolio, its recognized expertise Risks and uncertainties  
in project management and cost control. Following the launch of  
the Surmont Phase II project announced in January 2010, TOTAL  
expects to launch several other major projects, including CLOV in  
Angola, Laggan/Tormore in the United Kingdom, and Ofon II and  
Egina in Nigeria.  
Due to the nature of its business, the Company is subject to market  
risks (in both the oil and financial markets), industrial and  
environmental risks related to their operations, and to geopolitical  
risks stemming from the global presence of most of its activities.  
In the Downstream and Chemicals, the Group plans to continue to  
adapt its activities in mature areas and reinforce its portfolio in  
growing markets, notably with the construction of the Jubail refinery  
and the benefit from the start-up of a new ethane cracker in Qatar.  
In addition, risks related to cash management activities and to  
interest rate and foreign exchange rate financial instruments are  
managed according to strict rules set by the Company’s  
management, which also oversees the centralization of liquidity  
positions and the management of financial instruments.  
The Group is continuing to pursue its growth policy in 2010 with an  
1
investment budget of $18 billion , stable compared to the 2009  
budget; 80% of the investments will be dedicated to the Upstream.  
In addition, TOTAL intends to divest non-strategic assets, in  
particular through the progressive sale of its shares in Sanofi-  
Aventis and a project to sell Mapa-Spontex, a subsidiary in its  
Specialty chemicals sector. Based on this, the Group maintains its  
net-debt-to-equity ratio objective of around 25-to-30%. TOTAL is  
confident in its ability to maintain its dividend policy.  
Detailed information is given in the Risk Factors section (Chapter 4),  
of this Registration Document, which also includes information  
referred to in Article L. 225-102-1 of the French Commercial Code  
related to TOTAL S.A.’s environmental and social report (Chapter  
11, Appendix 3, TOTAL S.A., Social and environmental information).  
2  
010 sensitivities to market environment (a)  
Estimated impact on Estimated impact on  
adjusted operating  
income  
adjusted net  
Market environment  
Scenario  
1.40 $/€  
60 $/b  
Change  
+0.10 $/€  
+1 $/b  
operating income  
-$  
-1.1 B€  
+0.25 B/+ 0.35 B$  
+0.07 B/+ 0.10 B$  
-0.6 B€  
+0.11 B/+ 0.15 B$  
+0.05 B/+ 0.07 B$  
Brent  
European refining margins (ERMI (b)  
)
15 $/t  
+1 $/t  
(
a) Sensitivities revised once per year upon publication of the previous year’s fourth quarter results. The impact of the $/ sensitivity on adjusted operating income and adjusted  
net operating income attributable to the Upstream segment are approximately 80% and 75% respectively, and the remaining impact of the $/ sensitivity is essentially in the  
Downstream segment.  
1. Including net investments in equity affiliates and non-consolidated companies, excluding acquisitions, based on 1=$1.40 for 2010.  
6
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4
RISK FACTORS  
MARKET RISKS  
Sensitivity to market environment  
p. 70  
p. 70  
p. 70  
p. 71  
p. 72  
p. 72  
p. 72  
p. 72  
p. 73  
p. 75  
p. 75  
p. 76  
Oil and gas market related risks  
Financial markets related risks  
Counterparty risk  
Currency exposure  
Short-term interest rate exposure and cash  
Interest rate risk on non-current debt  
Sensitivity analysis on interest rate and foreign exchange risk  
Stock market risk  
Liquidity risk  
Credit risk  
INDUSTRIAL AND ENVIRONMENTAL RISKS  
p. 79  
p. 79  
p. 79  
p. 80  
p. 80  
Types of risk  
Risk evaluation  
Risk management  
Asbestos  
OTHER RISKS  
p. 81  
p. 81  
p. 81  
p. 82  
p. 82  
p. 83  
p. 85  
p. 85  
p. 85  
Risks related to oil and gas exploration and production  
Risks related to economic or political factors  
Legal aspects of exploration and production activities  
Legal aspects of the Group’s other businesses  
Business activities in Cuba, Iran, Sudan and Syria  
Nigeria  
Risks related to competition  
Legal and arbitration proceedings  
INSURANCE AND RISK MANAGEMENT  
Organization  
p. 86  
p. 86  
p. 86  
p. 86  
Risk and insurance management policy  
Insurance policy  
TOTAL / 69  
4
RISK FACTORS  
Market risks  
Market risks  
per barrel in the price of Brent crude would respectively increase or  
Sensitivity to market environment  
decrease annual adjusted net operating income by approximately  
1
0.11 billion ($0.15 billion) . The impact of changes in crude oil  
prices on Downstream and Base Chemicals operations depends on  
the speed at which the prices of finished products adjust to reflect  
these changes. The Group estimates that an increase or decrease  
in the European ERMI refining margins of $1.00 per ton would  
increase or decrease annual adjusted net operating income by  
The financial performance of TOTAL is sensitive to a number of  
factors, the most significant being crude oil and natural gas prices,  
refining margins and exchange rates, in particular that of the dollar  
versus the euro.  
1
approximately 0.05 billion ($0.07 billion ).  
All of the Group’s activities are, to various degrees, sensitive to  
fluctuations in the dollar/euro exchange rate. The Group estimates  
that a strengthening or weakening of the dollar against the euro by  
$0.10/ would respectively improve or reduce annual adjusted net  
operating income, expressed in euros, by approximately  
0.6 billion.  
Generally, a rise in the price of crude oil has a positive effect on  
earnings as a result of an increase in revenues from oil and gas  
production. Conversely, a decline in crude oil prices reduces  
revenues. For the year ended 2010, according to the scenarios  
retained, the Group estimates that an increase or decrease of $1.00  
The Group’s results, particularly in the Chemicals segment, also depend on the overall economic environment.  
Estimated  
Estimated impact  
on adjusted  
net  
impact on  
adjusted  
2
010 Sensitivities (a)  
Scenario  
Change  
operating income  
operating income  
-$  
1.40 $/ +0.10 $/€  
-1.1 B€  
+0.25 B/+ 0.35 B$  
+0.07 B/+ 0.10 B$  
-0.6 B€  
+0.11 B/+ 0.15 B$  
+0.05 B/+ 0.07 B$  
Brent  
60 $/b  
15 $/t  
+1 $/b  
+1 $/t  
European refining margins (ERMI (b)  
)
(
(
a) Sensitivities revised once per year upon publication of the previous year’s fourth quarter results. The impact of the $/ sensitivity on adjusted operating income and adjusted  
net operating income attributable to the Upstream segment are approximately 80% and 75% respectively, and the remaining impact of the $/ sensitivity is essentially in the  
Downstream segment.  
b) ERMI has replaced TRCV as the European refining margin indicator, as announced by TOTAL on January 15, 2010, in the publication of its 4th quarter indicators. In view of  
market changes over the past years (particularly in terms of refinery complexity, crude feedstock and product runs) the ERMI should be more representative of the margin on  
average variable costs for a theoretical European refinery.  
In its international oil trading business, the Group follows a policy of  
Oil and gas market related risks  
not selling its future production for future delivery. However, in  
connection with this trading business, the Group, like most other oil  
companies, uses energy derivative instruments to adjust its  
exposure to price fluctuations of crude oil, refined products, natural  
gas and electricity. The Group also uses freight rate derivative  
contracts in its shipping business to adjust its exposure to freight-  
rate fluctuations. To hedge against this risk, the Group uses various  
instruments such as futures, forwards, swaps and options on  
organized markets or over-the-counter markets. The list of the  
different derivatives held by the Group in these markets is detailed  
in Note 30 to the Consolidated Financial Statements.  
Due to the nature of its business, the Group has significant oil and  
gas trading activities as part of its day-to-day operations in order to  
optimize revenues from its oil and gas production and to obtain  
favorable pricing to supply its refineries.  
1. Calculated with a base case exchange rate of $1.40 per 1.00.  
7
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1
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4
5
6
7
8
9
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Market risks  
RISK FACTORS  
The Trading & Shipping division measures its market risk exposure,  
i.e. potential loss in fair value, on its crude oil, refined products and  
freight rates trading activities using a value-at-risk technique. This  
technique is based on an historical model and makes an  
for the last 400 business days for all instruments and maturities in  
the global trading activities. Options are systematically reevaluated  
using appropriate models.  
assessment of the market risk arising from possible future changes  
in market values over a 24-hour period. The calculation of the range  
of potential changes in fair values takes into account a snapshot of  
the end-of-day exposures and the set of historical price movements  
The potential movement in fair values corresponds to a 97.5%  
value-at-risk type confidence level. This means that the Group’s  
portfolio result is likely to exceed the value-at-risk loss measure  
once over 40 business days if the portfolio exposures were left  
unchanged.  
Trading & Shipping: value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High  
Low  
Average  
Year-end  
2
009  
18.8  
5.8  
10.2  
7.6  
2
2
008  
007  
13.5  
11.6  
2.8  
3.3  
6.9  
6.7  
11.8  
5.4  
As part of its gas and power trading activity, the Group also uses  
derivative instruments such as futures, forwards, swaps and  
options in both organized and over-the-counter markets. In general,  
the transactions are settled at maturity date through physical  
delivery. The Gas & Power division measures its market risk  
exposure, i.e. potential loss in fair values, on its trading business  
using a value-at-risk technique. This technique is based on an  
historical model and makes an assessment of the market risk  
arising from possible future changes in market values over a  
one-day period. The calculation of the range of potential changes in  
fair values takes into account a snapshot of the end-of-day  
exposures and the set of historical price movements for the past  
two years for all instruments and maturities in the global trading  
business.  
Gas & Power trading: value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High  
Low  
Average  
Year-end  
2
009  
9.8  
1.9  
5.0  
4.8  
2
2
008  
007  
16.3  
18.2  
1.3  
3.2  
5.0  
7.9  
1.4  
4.3  
(
a)  
(
a) Data takes into account historical price movements over one year.  
The Group has implemented strict policies and procedures to  
manage and monitor these market risks. These are based on the  
splitting of supervisory functions from operational functions and on  
an integrated information system that enables real-time monitoring  
of trading activities.  
Financial markets related risks  
As part of its financing and cash management activities, the Group  
uses derivative instruments to manage its exposure to changes in  
interest rates and foreign exchange rates. These instruments are  
principally interest rate and currency swaps. The Group may also  
use, on a less frequent basis, futures, caps, floors and options  
contracts. These operations and their accounting treatment are  
detailed in Notes 1 paragraph M, 20, 28 and 29 to the Consolidated  
Financial Statements.  
Limits on trading positions are approved by the Group’s Executive  
Committee and are monitored daily. To increase flexibility and  
encourage liquidity, hedging operations are performed with  
numerous independent operators, including other oil companies,  
major energy producers or consumers and financial institutions. The  
Group has established counterparty limits and monitors  
outstanding amounts with each counterparty on an ongoing basis.  
TOTAL / 71  
4
RISK FACTORS  
Market risks  
Risks relative to cash management operations and to interest rate  
and foreign exchange financial instruments are managed according  
to rules set by the Group’s senior management, which provide for  
pooling of available cash balances, open positions and  
management of the financial instruments by the Treasury  
Department. Excess cash of the Group is deposited mainly in  
government institutions or deposit banks through deposits, reverse  
repurchase agreements and purchase of commercial paper.  
Liquidity positions and the management of financial instruments are  
centralized by the Treasury Department, where they are managed  
by a team specialized in foreign exchange and interest rate market  
transactions.  
With respect to currency exposure linked to non-current assets  
booked in a currency other than the euro, the Group has a policy of  
reducing the related currency exposure by financing these assets in  
the same currency.  
Net short-term currency exposure is periodically monitored against  
limits set by the Group’s senior management.  
The non-current debt described in Note 20 to the Consolidated  
Financial Statements is generally raised by the corporate treasury  
entities either directly in dollars or euros, or in other currencies  
which are then exchanged for dollars or euros through swap issues  
to appropriately match general corporate needs. The proceeds from  
these debt issuances are loaned to affiliates whose accounts are  
kept in dollars or in euros. Thus, the net sensitivity of these  
positions to currency exposure is not significant.  
The Cash Monitoring-Management Unit within the Treasury  
Department monitors limits and positions per bank on a daily basis  
and reports results. This unit also prepares marked-to-market  
valuations and, when necessary, performs sensitivity analysis.  
The Group’s short-term currency swaps, the notional value of which  
appears in Note 29 to the Consolidated Financial Statements, are  
used to attempt to optimize the centralized cash management of  
the Group. Thus, the sensitivity to currency fluctuations which may  
be induced is likewise considered negligible.  
Counterparty risk  
The Group has established standards for market transactions under  
which bank counterparties must be approved in advance, based on  
an assessment of the counterparty’s financial soundness (multi-  
criteria analysis including notably a review of market prices and of  
the Credit Default Swap (CDS), its ratings with Standard & Poor’s  
and Moody’s, which must be of high quality and its overall financial  
condition).  
Short-term interest rate exposure  
and cash  
Cash balances, which are primarily composed of euros and dollars,  
are managed according to the guidelines established by the  
Group’s senior management (maintain an adequate level of liquidity,  
optimize revenue from investments considering existing interest  
rate yield curves, and minimize the cost of borrowing) over a less  
than 12-month horizon and on the basis of a daily interest rate  
benchmark, primarily through short-term interest rate swaps and  
short-term currency swaps, without modifying currency exposure.  
An overall authorized credit limit is set for each bank and is alloted  
among the subsidiaries and the Group’s central treasury entities  
according to their needs.  
To reduce the market values risk on its commitments, in particular  
for swaps set as part of bonds issuance, the Treasury Department  
also developed a system of margin call that is gradually  
implemented with significant counterparties.  
Currency exposure  
Interest rate risk on non-current debt  
The Group seeks to minimize the currency exposure of each entity  
to its functional currency (primarily the euro, the dollar, the pound  
sterling and the Norwegian krone).  
The Group’s policy consists of incurring non-current debt primarily  
at a floating rate, or, if the opportunity arises at the time of an  
issuance, at a fixed rate. Debt is incurred in dollars or in euros  
according to general corporate needs. Long-term interest rate and  
currency swaps may be used to hedge bonds at their issuance in  
order to create a variable or fixed-rate synthetic debt. In order to  
partially modify the interest rate structure of the long-term debt,  
TOTAL may also enter into long-term interest rate swaps.  
For currency exposure generated by commercial activity, the  
hedging of revenues and costs in foreign currencies is typically  
performed using currency operations on the spot market and, in  
some cases, on the forward market. The Group rarely hedges future  
cash flows, although it may use options to do so.  
7
2 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Market risks  
RISK FACTORS  
Sensitivity analysis on interest rate and foreign exchange risk  
The tables below present the potential impact of an increase or decrease of 10 basis points on the interest rate yield curves for each of the  
currencies on the fair value of the current financial instruments as of December 31, 2009, 2008 and 2007.  
Change in fair value due to a change in  
interest rate by  
(
M)  
Carrying Estimated  
+ 10 basis  
points  
- 10 basis  
points  
Assets/(Liabilities)  
amount  
fair value  
As of December 31, 2009  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease  
obligations)  
(18,368)  
(241)  
1,025  
784  
(18,368)  
(241)  
1,025  
784  
75  
(75)  
57  
(57)  
(2,111)  
(1)  
(2,111)  
(1)  
3
1
(3)  
(1)  
Other interest rates swaps  
Currency swaps and forward exchange contracts  
34  
34  
As of December 31, 2008  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease  
obligations)  
(14,119)  
(440)  
892  
(14,119)  
(440)  
892  
47  
(43)  
44  
452  
452  
(44)  
(2,025)  
(4)  
(2,025)  
(4)  
3
1
(3)  
(1)  
Other interest rates swaps  
Currency swaps and forward exchange contracts  
(56)  
(56)  
As of December 31, 2007  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease  
obligations)  
(11,741)  
(369)  
460  
(11,741)  
(369)  
460  
37  
(37)  
38  
91  
91  
(39)  
(1,669)  
1
(1,669)  
1
(1)  
1
Other interest rates swaps  
Currency swaps and forward exchange contracts  
(34)  
(34)  
TOTAL / 73  
4
RISK FACTORS  
Market risks  
The impact of changes in interest rates on the cost of net debt before tax is presented as follows:  
For the year ended December 31,  
(
M)  
2009  
(398)  
2008  
(527)  
2007  
(539)  
Cost of net debt  
Interest rate translation of + 10 basis points  
Interest rate translation of - 10 basis points  
Interest rate translation of + 100 basis points  
Interest rate translation of - 100 basis points  
(11)  
11  
(108)  
108  
(11)  
11  
(113)  
113  
(12)  
12  
(116)  
116  
As a result of the policy for the management of currency exposure previously described, the Group’s sensitivity to currency exposure is  
primarily influenced by the net equity of the subsidiaries whose functional currency is the dollar and, to a lesser extent, the pound sterling and  
the Norwegian krone.  
This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in  
shareholders’ equity which, in the course of the last three fiscal years, is essentially related to the fluctuation of dollar and pound sterling and is  
set forth in the table below:  
Euro / Dollar Euro / Pound sterling  
exchange rates  
exchange rates  
As of December 31, 2009  
1.44  
0.89  
As of December 31, 2008  
As of December 31, 2007  
1.39  
1.47  
0.95  
0.73  
As of December 31, 2009  
Pound Other currencies and  
equity affiliates  
(
M)  
Total  
Euro  
Dollar sterling  
Shareholders' equity at historical exchange rate  
Currency translation adjustment before net investment hedge  
Net investment hedge – open instruments  
57,621  
(5,074)  
5
27,717 18,671  
5,201  
(1,465)  
(1)  
6,032  
(582)  
(3,027)  
6
Shareholders' equity at exchange rate as of December 31, 2009  
52,552  
27,717 15,650  
3,735  
5,450  
As of December 31, 2008  
Pound Other currencies and  
Dollar sterling equity affiliates  
(
M)  
Total  
Euro  
Shareholders' equity at historical exchange rate  
Currency translation adjustment before net investment hedge  
Net investment hedge – open instruments  
53,868  
(4,876)  
25,084 15,429  
5,587  
(1,769)  
7,768  
(916)  
(2,191)  
Shareholders' equity at exchange rate as of December 31, 2008  
48,992  
25,084 13,238  
3,818  
6,852  
As of December 31, 2007  
Pound Other currencies and  
Dollar sterling equity affiliates  
(
M)  
Total  
Euro  
Shareholders' equity at historical exchange rate  
Currency translation adjustment before net investment hedge  
Net investment hedge – open instruments  
49,254  
(4,410)  
14  
22,214 12,954  
5,477  
(289)  
8,609  
(620)  
(3,501)  
14  
Shareholders' equity at exchange rate as of December 31, 2007  
44,858  
22,214  
9,467  
5,188  
7,989  
7
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7
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Market risks  
RISK FACTORS  
As a result of this policy, the impact of currency exchange rate  
Liquidity risk  
TOTAL S.A. has confirmed lines of credit granted by international  
banks, which are calculated to allow it to manage its short-term  
liquidity needs as required.  
fluctuations on consolidated income, as illustrated in Note 7 to the  
Consolidated Financial Statements, has not been significant over  
the last three years despite the considerable fluctuation of the dollar  
(loss of 32 million in 2009, gain of 112 million in 2008, gain of  
35 million in 2007).  
As of December 31, 2009, these lines of credit amounted to $9,322  
million, of which $9,289 million were unused. The agreements for the  
lines of credit granted to TOTAL S.A. do not contain conditions related  
to the Company’s financial ratios, to its financial ratings from  
specialized agencies, or to the occurrence of events that could have a  
material adverse effect on its financial position. As of December 31,  
2009, the aggregate amount of the principal confirmed lines of credit  
granted by international banks to Group companies, including TOTAL  
S.A., was $10,084 million, of which $10,051 million were unused. The  
lines of credit granted to Group companies other than TOTAL S.A. are  
not intended to finance the Group’s general needs; they are intended  
to finance either the general needs of the borrowing subsidiary or a  
specific project.  
Stock market risk  
The Group holds interests in a number of publicly-traded  
companies (see Notes 12 and 13 to the Consolidated Financial  
Statements). The market value of these holdings fluctuates due to  
various factors, including notably stock market trends, valuations of  
the sectors in which the companies operate, and the economic and  
financial condition of each individual company.  
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2009, 2008 and 2007 (see Note  
2
0 to the Consolidated Financial Statements).  
As of December 31, 2009  
(
M)  
Less than Between 1 year More than  
one year and 5 years 5 years  
Assets/(Liabilities)  
Total  
Non-current financial debt (notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
(12,589)  
(5,823)  
(18,412)  
(6,994)  
(123)  
(6,994)  
(123)  
311  
11,662  
311  
Cash and cash equivalents  
11,662  
Net amount before financial expense  
4,856  
(12,589)  
(5,823)  
(13,556)  
Financial expense on non-current financial debt  
Interest differential on swaps  
(768)  
447  
(2,007)  
342  
(1,112)  
(55)  
(3,887)  
734  
Net amount  
4,535  
(14,254)  
(6,990)  
(16,709)  
As of December 31, 2008  
Less than Between 1 year More than  
one year and 5 years 5 years  
(
M)  
Total  
Non-current financial debt (notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
(13,206)  
(2,093)  
(15,299)  
(7,722)  
(158)  
(7,722)  
(158)  
187  
12,321  
187  
Cash and cash equivalents  
12,321  
Net amount before financial expense  
4,628  
(13,206)  
(2,093)  
(10,671)  
Financial expense on non-current financial debt  
Interest differential on swaps  
(554)  
118  
(1,431)  
410  
(174)  
(7)  
(2,159)  
521  
Net amount  
4,192  
(14,227)  
(2,274)  
(12,309)  
As of December 31, 2007  
Less than Between 1 year More than  
one year and 5 years 5 years  
(
M)  
Total  
Non-current financial debt (notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
(11,424)  
(2,992)  
(14,416)  
(4,613)  
(60)  
1,264  
5,988  
(4,613)  
(60)  
1,264  
5,988  
Cash and cash equivalents  
Net amount before financial expense  
2,579  
(11,424)  
(2,992)  
(11,837)  
Financial expense on non-current financial debt  
Interest differential on swaps  
(532)  
(29)  
(1,309)  
(80)  
(226)  
(44)  
(2,067)  
(153)  
Net amount  
2,018  
(12,813)  
(3,262)  
(14,057)  
TOTAL / 75  
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RISK FACTORS  
Market risks  
In addition, the Group guarantees bank debt and finance lease  
obligations of certain non-consolidated companies and equity  
affiliates. A payment would be triggered by failure of the guaranteed  
party to fulfill its obligation covered by the guarantee, and no assets  
are held as collateral for these guarantees. Maturity dates and  
amounts are set forth in Note 23 to the Consolidated Financial  
Statements (“Guarantees given against borrowings”).  
The Group also guarantees the current liabilities of certain  
non-consolidated companies. Performance under these guarantees  
would be triggered by a financial default of these entities. Maturity  
dates and amounts are set forth in Note 23 to the Consolidated  
Financial Statements (“Guarantees given against current liabilities”).  
The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2009, 2008 and 2007 (see Note  
2
8 to the Consolidated Financial Statements).  
As of December 31  
(
M)  
Assets/(Liabilities)  
2009  
2008  
2007  
Accounts payable  
Other operating liabilities  
including financial instruments related to commodity contracts  
Accounts receivable, net  
Other operating receivables  
(15,383)  
(4,706)  
(923)  
15,719  
5,145  
(14,815)  
(4,297)  
(1,033)  
15,287  
6,208  
(18,183)  
(3,900)  
(733)  
19,129  
4,430  
983  
including financial instruments related to commodity contracts  
1,029  
1,664  
Total  
775  
2,383  
1,476  
These financial assets and liabilities mainly have a maturity date below one year.  
Credit risk  
Credit risk is defined as the risk of the counterparty to a contract  
failing to perform or pay the amounts due.  
The Group is exposed to credit risks in its operating and financing  
activities. The Group’s maximum exposure to credit risk is  
partially related to financial assets recorded on its balance sheet,  
including energy derivative instruments that have a positive market  
value.  
The following table presents the Group’s maximum credit risk exposure:  
As of December 31,  
(
M)  
Assets/(Liabilities)  
2009  
2008  
2007  
Loans to equity affiliates (Note 12)  
Loans and advances (Note 14)  
Hedging instruments of non-current financial debt (Note 20)  
Accounts receivable (Note 16)  
Other operating receivables (Note 16)  
Current financial assets (Note 20)  
Cash and cash equivalents (Note 27)  
2,367  
1,284  
1,025  
15,719  
5,145  
311  
2,005  
1,403  
892  
15,287  
6,208  
187  
2,575  
851  
460  
19,129  
4,430  
1,264  
5,988  
11,662  
12,321  
Total  
37,513  
38,303  
34,697  
The valuation allowance on loans and advances and on accounts  
receivable and other operating receivables is detailed respectively  
in Notes 14 and 16 to the Consolidated Financial Statements.  
As part of its credit risk management related to operating and  
financing activities, the Group has developed margin call contracts  
with certain counterparties. As of December 31, 2009, the net  
amount paid or received as part of these margin calls was  
693 million.  
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Market risks  
RISK FACTORS  
Credit risk is managed by the Group’s business segments as  
follows:  
Downstream segment  
Refining & Marketing  
Upstream segment  
Internal procedures for the Refining & Marketing division include  
rules on credit risk that describe the basis of internal control in this  
domain, including the separation of authority between commercial  
and financial teams. Credit policies are defined at the local level,  
complemented by the implementation of procedures to monitor  
customer risk (credit committees at the subsidiary level, the  
creation of credit limits for corporate customers, portfolio  
guarantees, etc.).  
Exploration & Production  
Risks arising under contracts with government authorities or other  
oil companies or under long-term supply contracts necessary for  
the development of projects are evaluated during the project  
approval process. The long-term aspect of these contracts and the  
high-quality of the other parties lead to a low level of credit risk.  
Each entity also implements monitoring of its outstanding  
receivables. Risks related to credit may be mitigated or limited by  
requiring security or guarantees.  
Risks related to commercial operations, other than those described  
above (which are, in practice, directly monitored by subsidiaries),  
are subject to procedures for establishing and reviewing credit.  
Bad debts are provisioned on a case-by-case basis at a rate  
determined by management based on an assessment of the facts  
and circumstances.  
Customer receivables are subject to provisions on a case-by-case  
basis, based on prior history and management’s assessment of the  
facts and circumstances.  
Trading & Shipping  
Gas & Power  
Trading & Shipping deals with commercial counterparties and  
financial institutions located throughout the world. Counterparties  
to physical and derivative transactions are primarily entities involved  
in the oil and gas industry or in the trading of energy commodities,  
or financial institutions. Credit risk coverage is concluded with  
financial institutions, international banks and insurance groups  
selected in accordance with strict criteria.  
The Gas & Power division deals with counterparties in the energy,  
industrial and financial sectors throughout the world, primarily in  
Europe and North America. Financial institutions providing credit  
risk coverage are highly rated international bank and insurance  
groups.  
Potential counterparties are subject to credit assessment and  
approval before concluding transactions and are thereafter subject  
to regular review, including re-appraisal and approval of the limits  
previously granted.  
The Trading & Shipping division has a strict policy of internal  
delegation of authority governing establishment of country and  
counterparty credit limits and approval of specific transactions.  
Credit exposures contracted under these limits and approvals are  
monitored on a daily basis.  
The creditworthiness of counterparties is assessed based on an  
analysis of quantitative and qualitative data regarding financial  
standing and business risks, together with the review of any  
relevant third-party and market information, such as data published  
by rating agencies. On this basis, credit limits are defined for each  
potential counterparty and, where appropriate, transactions are  
subject to specific authorizations.  
Potential counterparties are subject to credit assessment and  
approval prior to any transaction being concluded and all active  
counterparties are subject to regular reviews, including re-appraisal  
and approval of granted limits. The creditworthiness of  
counterparties is assessed based on an analysis of quantitative and  
qualitative data regarding financial standing and business risks,  
together with the review of any relevant third-party and market  
information, such as ratings published by Standard & Poor’s,  
Moody’s Investors Service and other agencies.  
Credit exposure, which is essentially an economic exposure or an  
expected future physical exposure, is permanently monitored and  
subject to sensitivity measures.  
Credit risk is mitigated by the systematic use of industry standard  
contractual frameworks that permit netting, enable requiring added  
security in case of adverse change in the counterparty risk, and  
allow for termination of the contract upon occurrence of certain  
events of default.  
Contractual arrangements are structured so as to maximize the risk  
mitigation benefits of netting between transactions wherever  
possible and additional protective terms providing for the provision  
of security in the event of financial deterioration and the termination  
of transactions on the occurrence of defined default events are  
used to the greatest permitted extent.  
TOTAL / 77  
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RISK FACTORS  
Market risks  
Credit risks in excess of approved levels are secured by means of  
letters of credit and other guarantees, cash deposits and insurance  
arrangements. In respect of derivative transactions, risks are  
secured by margin call contracts wherever possible.  
Chemicals segment  
Credit risk in the Chemicals segment is primarily related to  
commercial receivables. Each division implements procedures for  
managing and provisioning credit risk that differ based on the size  
of the subsidiary and the market in which it operates. The principal  
elements of these procedures are:  
o implementation of credit limits with different authorization  
procedures for possible credit overruns;  
o use of insurance policies or specific guarantees (letters of credit);  
o regular monitoring and assessment of overdue accounts (aging  
balance), including collection procedures; and  
o provisioning of bad debts on a customer-by-customer basis,  
according to payment delays and local payment practices.  
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Industrial and environmental risks  
RISK FACTORS  
Industrial and environmental risks  
as well as raw materials used in the manufacturing process, such as  
catalysts, additives and monomer feedstocks. These risks can arise  
from the intrinsic characteristics of the products involved, which  
may, for example, be flammable, toxic, or result in long-term  
environmental impacts such as greenhouse gas emissions. Risk of  
facility contamination and off-site impacts may also arise from  
emissions and discharges resulting from processing or refining, and  
from recycling or disposing of materials and wastes at the end of  
their useful life.  
Types of risks  
TOTAL’s activities involve certain industrial and environmental risks  
which are inherent in the production of products that are flammable,  
explosive or toxic. Its activities are therefore subject to government  
regulations concerning environmental protection and industrial  
safety in most countries. More specifically, in Europe, TOTAL  
operates industrial sites that meet the criteria of the European  
Union Seveso II directive for classification as high-risk sites. Some  
of TOTAL’s operated sites in the United States are subject to the  
Occupational Safety and Health Administration (“OHSA”) Process  
Safety Management of Highly Hazardous Materials, as well as other  
OSHA regulations.  
Risk evaluation  
Prior to developing their activities and ongoing during their  
operation, business units evaluate the related industrial and  
environmental risks, taking into account regulatory requirements in  
the countries where these activities are located as well as  
recognized and generally accepted good engineering practices.  
The broad scope of TOTAL’s activities, which include drilling, oil  
and gas production, on-site processing, transportation, refining and  
petrochemical activities, storage and distribution of petroleum  
products, and production of base chemical and specialty products,  
involve a wide range of operational risks. Among these risks are  
those of explosion, fire or leakage of toxic products. In the  
transportation area, the type of risk depends not only on the  
hazardous nature of the products transported, but also on the  
transportation methods used (mainly pipelines, maritime, river-  
maritime, rail, road), the volumes involved, and the sensitivity of the  
regions through which the transport passes (population density,  
environmental considerations).  
On sites with significant technological risks, Process Hazard  
Analyses are performed on all new processes and on existing  
processes where significant changes are proposed. These analyses  
are generally re-evaluated every five years. To ensure risks are  
appropriately analyzed and monitored, TOTAL has developed a  
Group-wide risk management approach, which is being  
implemented progressively throughout the sites it operates. On the  
basis of these analyses, relevant sites are finalizing safety  
management plans and emergency plans in the event of accidents.  
In the United States, TOTAL is implementing a Process Safety  
Management Improvement Plan (PSMIP).  
Most of these activities also involve environmental risks related to  
emissions into the air, water or soil and the creation of waste, and  
also require environmental site remediation and closure and  
decommissioning after production is discontinued.  
In France, all the sites that meet the criteria of the European Union  
Seveso II directive are developing Risk Management Plans pursuant  
to the French law of July 30, 2003. Each of these plans will  
introduce various urban planning measures to reduce risks to urban  
environments surrounding industrial sites that are considered as  
high risk according to the Seveso II directive criteria. French  
administrative authorities are preparing such plans while taking into  
account input from site operators and neighboring residents.  
Certain branches or activities face specific risks. In Exploration &  
Production, there are risks related to the physical characteristics of  
an oil or gas field. These include eruptions of crude oil or of natural  
gas, discovery of hydrocarbon pockets with abnormal pressure,  
crumbling of well openings, leaks generating toxic risks and risks of  
fire or explosion. All these events could possibly cause injury or  
even death, damage or even destroy crude oil or natural gas wells  
as well as related equipment and other property, lead to a  
disruption of activity or cause environmental damage. In addition,  
since exploration and production activities may take place on sites  
that are ecologically sensitive (tropical forest, marine environment,  
etc.), each site requires a risk-based approach to avoid or minimize  
the impact on human health, the related ecosystem and  
biodiversity.  
Similarly, environmental impact studies are carried out prior to any  
industrial development through a thorough initial site analysis,  
taking into account any special sensitivity as well as developing  
plans to prevent and reduce the impact of accidents. These studies  
also take into account the health impact of such operations on the  
local population, based on a shared methodology. In countries  
where prior administrative authorization and supervision is required,  
projects are not undertaken without the authorization of the relevant  
authorities and are developed according to the studies the  
authorities are provided with.  
TOTAL’s activities in the Chemicals segment and the Refining &  
Marketing division may also have health, safety and environmental  
risks related to the overall life cycle of the products manufactured,  
TOTAL / 79  
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RISK FACTORS  
Industrial and environmental risks  
For new products, risk characterizations and evaluations are carried  
out. Furthermore, life cycle analyses for related risks are performed  
on certain products to study all the stages of a product’s life cycle  
from its conception until the end of its useful life.  
pollution, waste production and treatment, and site  
decontamination. They also contain quantified objectives to reduce,  
most notably, greenhouse gas emissions, water pollution as well as  
sulphur dioxide emissions and to improve energy efficiency.  
TOTAL’s entities actively monitor regulatory developments to  
comply with local and international rules and standards for the  
evaluation and management of industrial and environmental risks.  
In case of operations being stopped, the Group’s environmental  
contingencies and asset retirement obligations are addressed in  
As part of its efforts to combat climate change and reduce  
greenhouse gases, the Group committed to reducing gas flaring at  
its Exploration & Production sites by 2014 to 50% of the 2005 level.  
By the end of 2012, the Group intends to obtain ISO 14001  
certification for all of its sites that it considers particularly important  
to the environment according to criteria updated in 2009. As of  
today, 89% of such sites are ISO 14001-certified, representing  
more than 280 of the Group’s sites worldwide. These activities are  
monitored through periodic and coordinated reporting by all Group  
entities.  
Asset retirement obligation” and “Provisions for environmental  
contingencies” in Note 19 to the Consolidated Financial  
Statements. Future expenses related to asset retirement obligations  
are accounted for in accordance with the principles described in  
paragraph Q of Note 1 to the Consolidated Financial Statements.  
More detailed information on TOTAL’s actions regarding safety and  
environmental concerns is provided in the separate report entitled  
Environment and Society published by the Group since 2003.  
Risk management  
The Group believes that, according to its current estimates,  
contingencies or liabilities related to health, safety and  
environmental concerns would not have a material impact on its  
consolidated financial situation, its cash flow or its income. Due to  
the nature of such concerns, however, it is impossible to predict  
whether additional future commitments or liabilities could have a  
material adverse effect on the Group’s activities.  
Risk management control measures involve equipment design, the  
reinforcement of safety devices, the design of structures to be built  
and the protection against the consequences of environmental  
events.  
TOTAL seeks to minimize industrial and environmental risks  
inherent to its operations and, to this end, has developed efficient  
organizations as well as quality, safety and environmental  
management systems. The Group is also targeting the certification  
for or assessment of its management systems (including  
International Safety Rating System, ISO 14001, European  
Management and Audit Scheme) and conducts thorough  
inspections and audits, trains appropriate personnel, heightens  
awareness of all the parties involved and implements an active  
investment policy.  
Asbestos  
Like many other industrial groups, TOTAL is affected by reports of  
occupational diseases caused by asbestos exposure. The  
circumstances described in these reports generally concern  
activities prior to the beginning of the 1980s, long before the  
adoption of more comprehensive bans on the new installation of  
asbestos-containing products in most of the countries where the  
Group operates (January 1, 1997, in France). The Group’s various  
businesses are not particularly likely to lead to significant exposure  
to asbestos-related risks, since this material was generally not used  
in manufacturing processes, except in limited cases. The main  
potential sources of exposure are related to the use of certain  
insulating components in industrial equipment. These components  
are being gradually eliminated from the Group’s equipment through  
asbestos-elimination plans that have been underway for several  
years. However, considering the long period of time that may  
elapse before the harmful results of exposure to asbestos arise (up  
to 40 years), TOTAL anticipates that other reports may be filed in  
the years to come. Asbestos-related issues have been subject to  
close monitoring in all the Group’s business units. As of  
More specifically, following up on the Group’s 2002-2005 plan, an  
action plan was defined by the Group for the 2006-2009 period that  
focused on two initiatives for improvement: reducing the frequency  
and severity of on-the-job accidents and strengthening the  
management of technological risks. The results related to reducing  
on-the-job accidents are in line with the goals set by the plan, with  
a significant decrease in the rate of accidents (with or without time-  
lost) per million hours worked by more than 75% between the end  
of 2001 and the end of 2009. In terms of technological risks, this  
plan’s initiatives include specific organization and behavioral plans  
as well as plans to minimize risks at the source and to increase  
safety for people and for equipment use.  
Several environmental action plans have been implemented for  
different activities of the Group covering periods up to 2012. These  
plans are designed to improve environmental performance,  
particularly regarding the use of natural resources, air and water  
December 31, 2009, the Group estimates that the ultimate cost of  
all asbestos-related claims paid or pending is not likely to have a  
material effect on the financial situation of the Group.  
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Other risks  
RISK FACTORS  
Other risks  
o authorizations by governments or by a state-controlled partner,  
especially for development projects, annual programs or the  
selection of contractors or suppliers;  
Risks related to oil and gas  
exploration and production  
o the imposition of specific drilling obligations;  
o environmental protection controls;  
o control over the development and abandonment of a field  
causing restrictions on production;  
Oil and gas exploration and production require high levels of  
investment and are associated with particular risks and  
opportunities. These activities are subject to risks related  
specifically to the difficulties of exploring underground, to the  
o calculating the costs that may be recovered from the relevant  
authority and what expenditures are deductible from taxes; and  
characteristics of hydrocarbons and to the physical characteristics  
of an oil or gas field. Of risks related to oil and gas exploration,  
geologic risks are the most important. For example, exploratory  
wells may not result in the discovery of hydrocarbons, or may result  
in amounts that would be insufficient to allow for economic  
development. Even if an economic analysis of estimated  
hydrocarbon reserves justifies the development of a discovery, the  
reserves can prove lower than the estimates during the production  
process, thus adversely affecting the economic development.  
o possible, though exceptional, nationalization, expropriation or  
reconsideration of contractual rights.  
The oil industry is also subject to the payment of royalties and  
taxes, which may be high compared with those imposed with  
respect to other commercial activities and which may be subject to  
material modifications by the governments of certain countries.  
Substantial portions of TOTAL’s oil and gas reserves are located in  
certain countries which may be considered as politically and  
economically unstable. These reserves and the related operations  
are subject to certain additional risks, including:  
Almost all the exploration and production operations of TOTAL are  
accompanied by a high level of risk of loss of the invested capital  
due to the risks related to economic or political factors detailed  
hereafter. It is impossible to guarantee that new resources of crude  
oil or of natural gas will be discovered in sufficient amounts to  
replace the reserves currently being developed, produced and sold  
to enable TOTAL to recover the capital it has invested.  
o the establishment of production and export quotas;  
o the compulsory renegotiation of contracts;  
o the expropriation or nationalization of assets;  
The development of oil and gas fields, the construction of facilities  
and the drilling of production or injection wells require advanced  
technology in order to extract and exploit fossil fuels with complex  
properties over several decades. The deployment of this technology  
in such a difficult environment makes cost projections uncertain.  
TOTAL’s operations can be limited, delayed or cancelled as a result  
of numerous factors, such as administrative delays, particularly in  
terms of the host states’ approval processes for development  
projects, shortages, late delivery of equipment and weather  
conditions, including the risk of hurricanes in the Gulf of Mexico.  
Some of these risks may also affect TOTAL’s projects and facilities  
further down the oil and gas chain.  
o risks relating to changes of local governments or resulting  
changes in business customs and practices;  
o payment delays;  
o currency exchange restrictions;  
o depreciation of assets due to the devaluation of local currencies  
or other measures taken by governments that might have a  
significant impact on the value of activities; and  
o losses and impairment of operations due to armed conflicts, civil  
unrest or the actions of terrorist groups.  
TOTAL, like other major international oil companies, has a  
geographically diverse portfolio of reserves and operational sites,  
which allows it to conduct its business and financial affairs so as to  
reduce its exposure to such political and economic risks. However,  
there can be no assurance that such events will not adversely affect  
the Group.  
Risks related to economic or political  
factors  
The oil sector is subject to domestic regulations and the  
intervention of governments or state-owned companies in such  
areas as:  
o the award of exploration and production interests;  
TOTAL / 81  
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RISK FACTORS  
Other risks  
Hydrocarbon exploration and production activities are subject to  
public authorizations (permits), which can be different for each of  
these activities. These permits are granted for limited periods of  
time and include an obligation to return a large portion, in case of  
failure the entire portion, of the permit area at the end of the  
exploration period.  
Legal aspects of exploration and  
production activities  
TOTAL’s exploration and production activities are conducted in  
many different countries and are therefore subject to an extremely  
broad range of regulations. These cover virtually all aspects of  
exploration and production activities, including matters such as  
leasehold rights, production rates, royalties, environmental  
protection, exports, taxes and foreign exchange rates. The terms of  
the concessions, licenses, permits and contracts governing the  
Group’s ownership of oil and gas interests vary from country to  
country. These concessions, licenses, permits and contracts are  
generally granted by or entered into with a government entity or a  
state-owned company and are sometimes entered into with private  
owners. These arrangements usually take the form of concessions  
or production sharing agreements.  
TOTAL is required to pay income tax on income generated from its  
production and sales activities under its concessions or licenses. In  
addition, depending on the country, TOTAL’s production and sale  
activities may be subject to a range of other taxes, fees and  
withholdings, including special petroleum taxes and fees. The taxes  
imposed on oil and gas production and sale activities may be  
substantially higher than those imposed on other businesses.  
The legal framework of TOTAL’s exploration and production  
activities, established through concessions, licenses, permits and  
contracts granted by or entered into with a government entity, a  
state-owned company or, sometimes, private owners, is subject to  
certain risks which in certain cases can diminish or challenge the  
protections offered by this legal framework.  
The oil concession agreement remains the traditional model for  
agreements entered into with States: the oil company owns the  
assets and the facilities and is entitled to the entire production. In  
exchange, the operating risks, costs and investments are the oil  
company’s responsibility and it agrees to remit to the relevant  
State, usually the owner of the subsoil resources, a production-  
based royalty, income tax, and possibly other taxes that may apply  
under local tax legislation.  
Legal aspects of the Group’s other  
businesses  
The production sharing contract (PSC) involves a more complex  
legal framework than the concession agreement: it defines the  
terms and conditions of production sharing and sets the rules  
governing the cooperation between the company or consortium in  
possession of the license and the host State, which is generally  
represented by a state-owned company. The latter can thus be  
involved in operating decisions, cost accounting and production  
allocation.  
The Group’s other businesses (Gas & Power, Downstream and  
Chemicals) are also subject to a wide range of regulation.  
In European countries and in the United States, sites and products  
are subject to environmental (water, air, soil, noise, nature  
protection, waste management, impact studies, etc.), health  
(on-the-job safety, chemical product risks) and safety (safety of  
personnel and residents, major risk facilities) regulations. Product  
quality and consumer protection are also subject to regulations.  
Within the European Union, EU regulations must be transposed into  
member states’ national laws or directly enforced. In such member  
states, EU legislation and regulations may be in addition to national  
and local government regulations. However, for the European  
Union, licenses are delivered by local administrations to industrial  
actors based on national and EU law. In the United States, federal  
regulations may supplement the regulations of each state, as in the  
European Union.  
The consortium agrees to undertake and finance all exploration,  
development and production activities at its own risk. In exchange,  
it is entitled to a portion of the production, known as “cost oil”, the  
sale of which should cover all of these expenses (investments and  
operating costs). The balance of production, known as “profit oil”, is  
then shared in varying proportions, between the company or  
consortium, on the one hand, and with the State or the state-owned  
company, on the other hand.  
In some instances, concession agreements and PSCs coexist,  
sometimes in the same country. Even though other contractual  
structures still exist, TOTAL’s license portfolio is comprised mainly  
of concession agreements. In all countries, the authorities of the  
host State, often assisted by international accounting firms, perform  
joint venture and PSC cost audits and ensure the observance of  
contractual obligations.  
In other countries where the Group operates, legislation is often  
inspired by European and U.S. rules. These countries may more  
fully develop certain aspects of regulation, for example protecting  
water, health and nature.  
Irrespective of the particular country in which the Group operates,  
TOTAL has developed standards based on best practices existing  
in countries with more developed regulation and progressively  
implements policies to improve these standards.  
In some countries, TOTAL has also signed contracts called  
contracts for risk services”, which are similar to production sharing  
contracts, with the main difference being that the repayment of  
expenses and the compensation for services are established on a  
monetary basis. Current contracts for risk services are backed by a  
compensation agreement (buyback), which allows TOTAL to receive  
part of the production equal to the cash value of its expenses and  
compensation.  
Such standards include obligations related to strategic oil reserves  
and shipping (whether as the owner of the transport or the  
charterer) and others related to classified facilities. Requirements  
for strategic oil reserves also exist in other European countries and  
in the United States.  
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Other risks  
RISK FACTORS  
possible, however, that the United States may determine that these  
or other activities constitute activity prohibited by the ISA and will  
subject TOTAL to sanctions. TOTAL does not believe that  
enforcement of the ISA against TOTAL, including the imposition of  
the maximum sanctions under the current version of the ISA, would  
have a material adverse effect on its results of operations or  
financial condition, although it could result in reputational harm.  
Business activities in Cuba, Iran,  
Sudan and Syria  
The U.S. Department of State has identified Cuba, Iran, Sudan and  
Syria as state sponsors of terrorism. Provided in this section is  
certain information relating to TOTAL’s activities in these  
jurisdictions.  
However, the U.S. House of Representatives and the Senate have  
recently passed bills which, if adopted, would expand the scope of  
the ISA and could restrict the President’s ability to grant waivers.  
The proposed legislation would, among other things, require  
imposition of specific sanctions against companies that supply  
refined petroleum products to Iran, contribute to Iran’s ability to  
maintain or expand domestic production or engage in certain  
related conduct. The sanctions to be imposed against violating  
firms would generally prohibit transactions in foreign exchange by  
the sanctioned company, prohibit any transfers of credit or  
payments between, by, through or to any financial institution to the  
extent that such transfers or payments involve any interest of the  
sanctioned company, and require blocking of any property of the  
sanctioned company that is subject to the jurisdiction of the United  
States. The bills would also generally forbid federal procurements  
from and assistance to non-U.S. companies that engage in  
sanctions-triggering actions.  
U.S. and other legal restrictions  
In 1996, the United States adopted legislation implementing  
sanctions against non-U.S. companies doing business in Iran and  
Libya (the Iran and Libya Sanction Act, referred to as “ILSA”), which  
in 2006 was amended to concern only business in Iran (then  
renamed the Iran Sanctions Act, referred to as “ISA”). The ISA is set  
to expire in December 2011. Pursuant to this statute, the President  
of the United States is authorized to initiate an investigation into the  
activities of non-U.S. companies in Iran and the possible imposition  
of sanctions (from a list that includes denial of financing by the U.S.  
Export-Import Bank, limitations on the amount of loans or credits  
available from U.S. financial institutions and prohibition of U.S.  
federal procurements from sanctioned persons) against persons  
found, in particular, to have knowingly made investments of  
TOTAL is closely monitoring legislative and other developments in  
the United States in order to determine whether its limited activities  
in Iran could subject it to application of either current or any future  
ISA sanctions. In the event the proposed legislation were adopted  
in its current form, such new legislation could potentially have a  
material adverse effect on TOTAL.  
$
20 million or more in any 12-month period in the petroleum sector  
in Iran. In May 1998, the U.S. government waived the application of  
sanctions for TOTAL’s investment in the South Pars gas field. This  
waiver, which has not been modified since it was granted, does not  
address TOTAL’s other activities in Iran, although TOTAL has not  
been notified of any related sanctions.  
France and the European Union have adopted measures, based on  
United Nations Security Council resolutions, which restrict the  
movement of certain individuals and goods to or from Iran as well  
as certain financial transactions with Iran, in each case when such  
individuals, goods or transactions are related to nuclear  
proliferation and weapons activities or likely to contribute to their  
development. As currently applicable, the Group believes that these  
measures are not applicable to its activities and projects in this  
country.  
In November 1996, the Council of the European Union adopted  
regulations which prohibit TOTAL from complying with any  
requirement or prohibition based on or resulting directly or indirectly  
from certain enumerated legislation, including the ILSA (now ISA). It  
also prohibits TOTAL from having its waiver for South Pars  
extended to other activities.  
In each of the years since the passage of the ILSA and until 2007,  
TOTAL made investments in Iran in excess of $20 million (excluding  
the investments made as part of the development of South Pars).  
Since 2008, TOTAL’s position has consisted essentially in being  
reimbursed for its past investments as part of buyback contracts  
signed between 1995 and 1999 with respect to permits on which  
the Group is no longer the operator. In 2009, TOTAL’s production in  
Iran represented approximately 0.4% of the Group’s worldwide  
production. TOTAL does not believe that its operations in Iran have  
a material impact on the Group’s results.  
The United States also imposes sanctions based on the United  
Nations Security Council resolutions described above, as well as  
broad and comprehensive economic sanctions, which are  
administrated by the U.S. Treasury Department’s Office of Foreign  
Assets Control (referred to as “OFAC”). These OFAC sanctions  
generally apply to U.S. persons and activities taking place in the  
United States or that are otherwise subject to U.S. jurisdiction.  
Sanctions administered by OFAC target Cuba, Iran, Myanmar  
(Burma), Sudan and Syria. TOTAL does not believe that these  
sanctions are applicable to any of its activities in these countries.  
In the future, TOTAL may decide to invest amounts in excess of  
In addition, many U.S. states have adopted legislation requiring  
state pension funds to divest themselves of investments in any  
company with active business operations in Iran or Sudan.  
Recently, there have been similar initiatives by state insurance  
regulators relating to investments by insurance companies in  
companies doing business with the Iranian oil and gas, nuclear and  
$
20 million per year in Iran. To our knowledge, sanctions under the  
ISA have not been imposed on any non-U.S. oil and gas company  
which has investments in Iran. However, TOTAL cannot predict  
whether the U.S. government will take any action under the ISA with  
respect to its previous or possible future activities in Iran. It is  
TOTAL / 83  
4
RISK FACTORS  
Other risks  
defense sectors. TOTAL has no business operations in Sudan and,  
to date, has not made any significant investments or industrial  
investments there. The Genocide Intervention Network (formerly  
known as Sudan Divestment Task Force) report states that TOTAL  
should be regarded as “inactive” in Sudan by the U.S. states that  
have adopted such divestment legislation. On December 31, 2007,  
the U.S. Congress adopted the Sudan Accountability and  
Divestment Act, which supports these state legislative initiatives.  
Similar legislation is pending in the U.S. Congress that supports  
state legislative initiatives regarding Iran. If TOTAL’s operations in  
Iran or Sudan were determined to fall within the prohibited scope of  
these laws, and TOTAL were to not qualify for any available  
exemptions, certain U.S. state pension funds holding interests in  
TOTAL may be required to sell their interests. If significant, sales  
resulting from such laws and/or regulatory initiatives could have an  
adverse effect on TOTAL’s share price.  
No royalties or fees are paid by the Group in connection with these  
buyback and service contracts. In 2009, TOTAL made non-material  
payments to the Iranian administration with respect to certain taxes  
and social security.  
With respect to TOTAL’s Refining & Marketing division’s activities in  
Iran, Beh Total, a company held 50/50 by Behran Oil and Total  
Outre-Mer, a subsidiary of the Group, produces and markets small  
quantities of lubricants for sale to domestic consumers in Iran. In  
2009, revenue generated from Beh Total’s activities was  
27.4 million and cash flow was 5.6 million. Beh Total paid  
605,000 in taxes. TOTAL does not own or operate any refineries or  
chemicals plants in Iran.  
In 2009, TOTAL’s Trading & Shipping division purchased in Iran  
pursuant to a mix of spot and term contracts approximately  
fifty eight million barrels of hydrocarbons from state-controlled  
entities for approximately 2.6 billion, and paid to a state-owned  
entity approximately 24 million pursuant to shipping contracts.  
Activities in Cuba, Iran, Sudan and Syria  
Provided below is certain information on TOTAL’s activities in Cuba,  
Iran, Sudan and Syria.  
Sudan  
TOTAL holds an interest in Block B in Southern Sudan through a  
1
980 Exploration and Production Sharing Agreement (EPSA).  
Cuba  
Operations were voluntarily suspended in 1985 because of  
escalating security concerns, but the company maintained its  
exploration rights. The Group’s initial interest was 32.5%. Despite  
the withdrawal of a partner, TOTAL does not intend to increase its  
interest above its initial level. Consequently, the Group has entered  
into negotiations with new partners to transfer the former partner’s  
interests for which the Group financially carries a share.  
In 2009, TOTAL had limited marketing activities for the sale of  
specialty products to non-state entities in Cuba and paid taxes on  
such activities. In addition, TOTAL’s Trading & Shipping division  
purchased hydrocarbons pursuant to spot contracts from a state-  
controlled entity for approximately 18 million.  
The EPSA was revised, effective December 21, 2004, to provide  
that the parties (the Government of Sudan and the consortium  
partners) would mutually agree upon a resumption date when the  
petroleum operations could be safely undertaken in the contract  
area. Such resumption date would mark the starting point of the  
Group’s work obligations as foreseen in the contract. A joint  
decision on the resumption date has not yet been taken.  
Iran  
TOTAL’s Exploration & Production division has been active in Iran  
through buyback contracts. Under such contracts, the contractor is  
responsible for and finances development operations. Once  
development is completed, operations are handed over to the  
national oil company, which then operates the field. The contractor  
receives payments in cash or in kind to recover its expenditures as  
well as a remuneration based on the field’s performance.  
Furthermore, upon the national oil company’s request, a technical  
services agreement may be implemented in conjunction with a  
buyback contract to provide qualified personnel and services until  
full repayment of all amounts due to the contractor.  
Pursuant to the EPSA in 2009, TOTAL paid to the Government of  
Sudan an annual surface rental fee of approximately $200,000 and  
disbursed nearly $3 million as scholarship bonus, social  
development contribution and contribution to the construction of  
social infrastructures, schools and water wells along with non-  
governmental organizations and other stakeholders involved in  
Southern Sudan.  
To date, TOTAL has entered into such buyback contracts with  
respect to the development of four fields: Sirri, South Pars 2 & 3,  
Balal and Dorood. For all of these contracts, development  
operations have been completed and TOTAL retains no operational  
responsibilities. In addition, a technical services agreement exists  
with respect to the Dorood field. As TOTAL is no longer involved in  
the operation of these fields, TOTAL has no information on the  
production from these fields. Some payments are yet to be  
reimbursed to TOTAL with respect to South Pars 2 & 3, Balal and  
Dorood. In 2009, TOTAL’s production in Iran, corresponding to  
such payments in kind, was approximately 8 kboe/d.  
If TOTAL were to resume its activities in Southern Sudan, it would  
do so in compliance with applicable national, European and  
international laws and regulations, as well as with the Group’s Code  
of Conduct and Ethics Charter. Within its scope of operations and  
authority, the Group is committed to upholding human rights and  
fundamental freedoms, including social, economic and cultural  
rights, and the rights and interests of local residents and minorities.  
In particular, the Group is studying the situation with non-  
governmental organizations (NGOs) and stakeholders involved in  
Southern Sudan and conducting socio-economic programs  
adapted to the needs of the local population.  
8
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1
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3
4
5
6
7
8
9
10 11  
Other risks  
RISK FACTORS  
Syria  
Nigeria  
In Syria, in 2009, TOTAL had two contracts relating to oil and gas  
Exploration & Production activities: a Production Sharing  
Agreement entered into in 1988 (“PSA 1988”) for an initial period of  
twenty years and renewed at the end of 2008 for an additional  
1
0-year period, and the Tabiyeh Gas Project risked Service  
Security issues in the Niger Delta region continued to impact the  
production of the Shell Petroleum Development Company (SPDC)  
joint venture, in which TOTAL owns 10%. Repair work on facilities  
in the western zone of the Niger Delta region continued in 2009,  
allowing production to partially resume, in particular on the EA  
offshore field (10%), where production resumed in the second half  
of 2009. In addition, SPDC’s 2009 gas and condensates production  
was affected notably by the shutdown of the Soku treatment plant,  
which had to be repaired after vandalism on the export pipelines in  
late 2008.  
Contract (the “Tabiyeh contract”) effective from the end of October  
2
1
through a dedicated non-profit operating company owned equally  
by the Group and the state-owned Syrian Petroleum Company  
009. TOTAL owns 100% of the rights and obligations under PSA  
988, and is operating on various oil fields in the Deir Ez Zor area  
(“SPC”).  
The main terms of PSA 1988 are similar to those normally used in  
the oil and gas industry. The Group’s revenues derived from PSA  
1
988 are made up of a combination of “cost oil” and “profit oil”.  
Cost oil” represents the reimbursement of operating and capital  
expenditures and is accounted for in accordance with normal  
industry practices. The Group’s share of “profit oil” depends on the  
total annual production level. TOTAL receives its revenues in cash Risks related to competition  
payments made by SPC. TOTAL pays to the state-owned Syrian  
company SCOT a transportation fee equal to $2/bl for the oil  
produced in the area, as well as non-material payments to the  
Syrian government related to PSA 1988 for such items as  
withholding taxes and Syrian social security.  
The Group is subject to intense competition within the oil sector  
and between the oil sector and other sectors aiming to fulfill the  
The Tabiyeh contract may be considered as an addition to PSA  
energy needs of the industry and of individuals. TOTAL is subject to  
1
988 as production, costs and revenues for the oil and part of the  
competition from other oil companies in the acquisition of assets  
and licenses for the exploration and production of oil and natural  
gas. Competition is particularly strong with respect to the  
acquisition of resources of oil and natural gas. Competition is also  
intense in the sale of manufactured products based on crude and  
refined oil.  
condensates coming from the Tabiyeh field are governed by the  
contractual terms of PSA 1988. This project is designed to enhance  
liquids and gas output from the Tabiyeh field through the drilling of  
commingled” wells and through process modifications in Deir Ez  
Zor Gas Plant operated by the Syrian Gas Company. TOTAL is  
financing and implementing the Tabiyeh Gas Project and operates  
the Tabiyeh field.  
In this regard, the major international oil companies in competition  
with TOTAL are ExxonMobil, Royal Dutch Shell, Chevron and BP.  
As of December 31, 2009, TOTAL ranked fifth among these  
For 2009, technical production for PSA 1988 (for full year 2009) and  
the Tabiyeh contract (since October 2009, the effective date of the  
contract) taken together amounted to 36 kboe/d of which 20 kboe/d  
were accounted for as the Group’s share of production. The  
amount identified as technical production under the agreements,  
minus the amount accounted for as the Group’s share of  
production, does not constitute the total economic benefit accruing  
to Syria under the terms of the agreements since Syria retains a  
margin on a portion of the Group’s production and receives certain  
production taxes.  
1
companies in terms of market capitalization .  
Legal and arbitration proceedings  
In 2009, TOTAL’s Trading & Shipping division purchased in Syria  
pursuant to a mix of spot and term contracts nearly twelve million  
barrels of hydrocarbons from state-controlled entities for  
approximately 472 million.  
The main legal proceedings in which the Group is involved are  
described in Chapter 7 (Financial information) of this Registration  
Document.  
1. Source: Reuters.  
TOTAL / 85  
4
RISK FACTORS  
Insurance and risk management  
Insurance and risk management  
o manage the level of risk from such events to be either covered  
internally by the Group or to be transferred to the insurance  
market.  
Organization  
TOTAL has its own insurance and reinsurance company, Omnium  
Insurance and Reinsurance Company (OIRC). OIRC is integrated Insurance policy  
into the Group’s insurance management and is used as a  
centralized global operations tool for covering the Group’s risks. It  
allows the Group to implement its worldwide insurance program in  
compliance with the various regulatory environments in the  
The Group has worldwide third-party liability and property  
countries where the Group operates.  
insurance coverage for all its subsidiaries. These programs are  
contracted with first-class insurers (or reinsurers and mutual  
insurance companies of the oil industry through OIRC).  
Some countries require the purchase of insurance from a local  
insurance company. If the local insurer accepts to cover the  
subsidiary of the Group in compliance with its worldwide insurance  
program, OIRC requests a retrocession of the covered risks from  
the local insurer. As a result, OIRC negotiates reinsurance contracts  
with the subsidiaries’ local insurance companies, which transfer  
most of the risk to OIRC. When a local insurer covers the risks at a  
lower level than that defined by the Group, OIRC provides  
additional coverage so as to standardize coverage throughout the  
Group.  
The amounts insured depend on the financial risks defined in the  
disaster scenarios and the coverage terms offered by the market  
(available capacities and price conditions).  
More specifically, for:  
o Third-party liability insurance: since the maximum financial risk  
cannot be evaluated by a systematic approach, the amounts  
insured are based on market conditions and industry practice, in  
particular, the oil industry. The insurance cap in 2009 for general  
and product liability was $800 million.  
At the same time, OIRC negotiates a reinsurance program at the  
Group level with mutual insurance companies for the oil industry  
and commercial reinsurers. OIRC enables the Group to better  
manage changes in prices in the insurance market by taking on a  
greater or lesser amount of risk corresponding to the price trends in  
the insurance market.  
o Property damage and business disruption: the amounts insured  
by sector and by site are based on estimated costs and  
reconstruction scenarios under the estimated maximum loss  
scenarios and on insurance market conditions. The Group  
subscribed for business disruption coverage in 2009 for its main  
refining and petrochemical sites.  
In 2009, the net amount of risk retained by OIRC after reinsurance  
was at a maximum of 55 million per property/business interruption  
insurance claim and 50 million per third-party liability insurance  
claim.  
For example, for the highest estimated risks of the Group (floating  
production, storage and offloading units (FPSO) in Angola and main  
European refineries), the limit of indemnity was close to $1.5 billion  
in 2009.  
Risk and insurance management  
policy  
Deductibles for property damages fluctuate between 0.1 million  
and 10 million depending on the level of risk, and are borne by the  
subsidiary. For business interruption, they represent sixty days.  
Other insurance contracts are bought by the Group in addition to  
property damage and third-party liability coverage, mainly for car  
fleets, credit insurance and employee benefits. These risks are  
entirely underwritten by outside insurance companies.  
In this context, the Group risk and insurance management policy is  
to work with the relevant internal department of each subsidiary to:  
The above-described policy is given as an example of past practice  
over a certain period of time and cannot be considered as  
representative of future conditions. The Group’s insurance policy  
may be changed at any time depending on the market conditions,  
specific circumstances and on management’s assessment of the  
risks incurred and the adequacy of their coverage. The Group  
cannot guarantee that it will not suffer any uninsured loss.  
o define scenarios of major disaster risks (estimated maximum  
loss);  
o assess the potential financial impact on the Group in case these  
catastrophic events should occur;  
o help in implementing measures to limit the probability that a  
catastrophic event occurs and the extent of such events; and  
8
6 / TOTAL - Registration Document 2009  
5
CORPORATE GOVERNANCE  
REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS  
(
Article L. 225-37 of the French Commercial Code)  
Composition of the Board of Directors  
Other disclosures  
p. 88  
p. 88  
p. 95  
Corporate governance code  
p. 95  
Rules of procedure of the Board of Directors  
Committees of the Board of Directors  
p. 95  
p. 97  
2
009 Activity of the Board of Directors and its Committees  
p. 99  
Board of Directors practices  
p. 101  
p. 101  
p. 101  
p. 104  
p. 104  
Director independence  
Internal control and risk management  
Particular conditions regarding participation at Shareholder’s Meeting  
Information mentioned in Article L. 225-100-3 of the French Commercial Code  
Policy for determining the compensation and other benefits of the Chairman and of the Chief Executive  
Officer  
p. 104  
p. 106  
STATUTORY AUDITORS’ REPORT (Article L. 225-235 of the French Commercial Code)  
MANAGEMENT  
p. 108  
p. 108  
p. 108  
p. 108  
General Management  
The Executive Committee  
The Management Committee  
STATUTORY AUDITORS  
p. 109  
p. 109  
p. 109  
p. 109  
p. 109  
Statutory auditors  
Alternate auditors  
Auditor’s term of office  
Fees received by the statutory auditors (including members of their network)  
COMPENSATION OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS  
Board Compensation  
p. 110  
p. 110  
p. 110  
p. 111  
p. 111  
p. 111  
p. 112  
p. 113  
p. 115  
p. 118  
p. 119  
p. 124  
p. 125  
p. 127  
Directors attendance at the Board and Committees meetings in 2009  
Compensation of the Chairman  
Compensation of the Chief Executive Officer  
Executive Officer compensation  
Pensions and other commitments (Article L. 225-102-1, paragraph 3, of the French Commercial Code)  
Stock options and restricted share grants policy  
Summary table for the Chairman and the Chief Executive Officer  
TOTAL stock options plans  
TOTAL stock options as of December 31, 2009  
TOTAL restricted share grants  
Restricted share plans as of December 31, 2009  
Elf Aquitaine share subscription options  
EMPLOYEES, SHARE OWNERSHIP  
Employees  
p. 128  
p. 128  
p. 128  
p. 129  
Arrangements for involving employees in the Company’s share capital  
Shares held by Directors and Executive Officers  
TOTAL / 87  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
5
CORPORATE GOVERNANCE  
Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code)  
(
Pursuant to Article L. 225-37 of the French Commercial Code, the  
following report presents information for the year 2009 related to  
the composition and practices of the Board of Directors, internal  
control procedures and risk management implemented by the  
Company and, eventually, any limits set by the Board of Directors  
concerning the powers of the Chief Executive Officer. This report  
sets forth the provisions of the by-laws applicable to participation at  
Shareholders’ Meetings as well as the principles and rules applied  
to determine the compensation and other benefits of the directors.  
Chairman and Chief Executive Officer of TOTAL from May 1995  
until February 2007, and continues to serve as Chairman of the  
Board of TOTAL.  
Director of TOTAL S.A. since 1995 and until 2010 (last renewal:  
May 11, 2007).  
Holds 380,576 shares.  
Current directorships  
o Chairman of TOTAL S.A. *  
o Director of Sanofi-Aventis *  
o Director of Air Liquide *  
Composition of the Board of  
Directors  
o Director of Renault SA *  
o Director of Renault SAS  
o Director of Bombardier Inc. * (Canada)  
Directors are appointed by the shareholders for a 3-year term  
(
Article 11 of the Company’s by-laws).  
Directorships that expired in the previous five years  
o Member of the Supervisory Board of Areva * until March 4, 2010  
o Chief Executive Officer of TOTAL S.A. * until 2007  
In case of the resignation or death of a director between two  
Shareholders’ Meetings, the Board may temporarily appoint a  
replacement director. This appointment must be ratified by the next  
Shareholders’ Meeting. The terms of office of the members of the  
Board are staggered to more evenly space the renewal of  
appointments.  
o Chairman and Chief Executive Officer of Elf Aquitaine * until 2007  
Christophe de Margerie  
The Board of Directors appoints the Chairman of the Board of  
Directors from among its members. The Board of Directors also  
appoints the Chief Executive Officer who may or may not be a  
member of the Board.  
58 years old  
Mr. de Margerie joined the Group after graduating from the École  
Supérieure de Commerce in Paris in 1974. He served in several  
positions in the Group’s Finance Department and Exploration &  
Production division. He became president of Total Middle East in  
As of December 31, 2009, the Board of Directors has fifteen  
members. Of these, one director has been elected by the  
shareholders to represent employee shareholders.  
1995 before joining the Group’s executive committee as the  
President of the Exploration & Production division in May 1999. He  
then became Senior Executive Vice President of Exploration &  
Production of the new TotalFinaElf group in 2000. In January 2002  
he became President of the Exploration & Production division of  
TOTAL. He was appointed a member of the Board of Directors by  
the Shareholders’ Meeting held on May 12, 2006 and became Chief  
Executive Officer of TOTAL on February 14, 2007.  
The following individuals were members of the Board of Directors of  
TOTAL S.A. (information as of December 31, 2009 ):  
1
Thierry Desmarest  
6
4 years old  
A graduate of the École Polytechnique and a Mining Engineer,  
Mr. Desmarest served as Director of Mines and Geology in New  
Caledonia, then as technical advisor on the staffs of the Minister of  
Industry and the Minister of Economy. He joined TOTAL in 1981,  
where he held various management positions, then served as  
President of Exploration & Production until 1995. He served as  
Director of TOTAL S.A. since 2006 and until 2012 (last renewal:  
May 15, 2009).  
Holds 85,230 TOTAL shares and 43,714 shares of the TOTAL  
ACTIONNARIAT FRANCE collective investment fund.  
1
*
. Including information pursuant to paragraph 4 of Article L. 225-102-1 of the French Commercial Code or under Item 14.1 of Annex I of EC Regulation no 809/2004 of  
April 29, 2004.  
Company names marked with an asterisk are publicly-listed companies.  
8
8 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code)  
(
CORPORATE GOVERNANCE  
Current directorships  
Directorships that expired in the previous five years  
o Chief Executive Officer and Director of TOTAL S.A. *  
o Chairman and Chief Executive Officer of Elf Aquitaine *  
o Chairman of Total E&P Indonésie  
None.  
Patricia Barbizet  
o Director of Shtokman Development AG (Switzerland)  
o Member of the Supervisory Board of Vivendi *  
o Manager of CDM Patrimonial SARL  
54 years old  
A graduate of the École Supérieure de Commerce of Paris in 1976,  
Mrs. Barbizet started her career in the Renault Group as the  
Treasurer of Renault Véhicules Industriels and Chief Financial  
Officer of Renault Crédit International. She joined the Pinault group  
in 1989 as the Chief Financial Officer and then served as the Chief  
Executive Officer of Financière Pinault until 2009. Since 1992, she  
has been the Director and Chief Executive Officer of Artémis. Since  
Directorships that expired in the previous five years  
o Director of Total E&P Russia until 2008  
o Director of Total Exploration and Production Azerbaijan until 2008  
o Director of Total E&P Kazakhstan until 2008  
o Director of Total Profils Pétroliers until 2008  
2005, she has been the Vice Chairman of the PPR Board of  
o Director of Abu Dhabi Petroleum Company Ltd (ADPC) until 2008  
o Director of Abu Dhabi Marine Areas Ltd (ADMA) until 2008  
o Director of Iraq Petroleum Company Ltd (IPC) until 2008  
Directors and Chairman of Christie’s.  
Director of TOTAL S.A. since May 18, 2008 and until 2011.  
Holds 1,000 shares.  
o Permanent representative of TOTAL S.A. on the Board of Total  
Abu al Bukhoosh until 2008  
o Director of Total E&P Norge A.S. until 2007  
o Director of Total Upstream UK Ltd until 2007  
o Director of Innovarex until 2006  
Current directorships  
o Director of TOTAL S.A. *  
o Vice Chairman of PPR * Board of Directors  
o Chief Executive Officer and Director of Artémis  
o Acting Managing Director of Palazzo Grazzi  
o Chairman of Christie’s International Plc  
o Director of Société Nouvelle du Théâtre Marigny  
o Director of Total E&P Myanmar until 2005  
o Member of the Supervisory Board of Taittinger until 2005  
Patrick Artus  
o Permanent representative of Artémis at the Board of Directors of  
Agefi  
5
8 years old  
o Permanent representative of Artémis at the Board of Directors of  
Sebdo le Point  
A graduate from the École Polytechnique, the École Nationale de la  
Statistique et de l’Administration de l’Économie (ENSEA) and the  
Institut d’Études Politiques de Paris, Mr. Artus began his career at  
the INSEE (French National Institute for Statistics and Economic  
Studies) where his work included economic forecasting and  
modelling. He then worked at the Economics Department of the  
OECD (1980), later becoming the Head of Research at the ENSAE  
from 1982 to 1985. He was scientific adviser at the research  
department of the Banque de France, before joining the Natixis  
Group as the head of the research department. He is a professor at  
the École Polytechnique and associate professor at the University  
of Paris I, Sorbonne. He is also a member of the council of  
economic advisors to the French Prime Minister and of the French  
National Economic Commission. He has authored many articles  
and books.  
o Member of the Supervisory Board of Financière Pinault  
o Director of Tawa Plc *  
o Director of Fnac  
o Member of the Supervisory Board of Gucci Group N.V.  
o Member of the Supervisory Board of Yves Saint Laurent  
o Director of Air France-KLM *  
o Director of Bouygues *  
o Director of TF1 *  
o Director of the Fonds stratégique d’investissement (French  
government sovereign fund)  
o Member of the Management Board of Château Latour  
Director of TOTAL S.A. since May 5, 2009 and until 2012.  
Holds 1,000 shares.  
Directorships that expired in the previous five years  
o Chief Executive Officer of Financière Pinault until 2009  
o Director of Piasa until 2008  
Current directorships  
o Director of TOTAL S.A. *  
o Director of AFIPA until 2006  
o Director of IPSOS  
*
Company names marked with an asterisk are publicly-listed companies.  
TOTAL / 89  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
5
CORPORATE GOVERNANCE  
o President of the Supervisory Board of PPR * until 2005  
Current directorships  
o Chairman of the Board of Directors of Société Nouvelle du  
o Director of TOTAL S.A. *  
Théâtre Marigny until 2005  
o Director of Veolia Environnement *  
o Permanent representative of Artémis at the Board of Directors of  
Bouygues * until 2005  
Directorships that expired in the previous five years  
o Chairman and Chief Executive Officer of Société Générale * until  
2
008 and Chairman of the Board of Directors until 2009.  
Daniel Boeuf  
o Director of Schneider Electric S.A. * until 2006  
6
1 years old  
Bertrand Collomb  
A graduate of the École Supérieure des Sciences Économiques et  
Commerciales (ESSEC), Mr. Boeuf joined the Group in October  
67 years old  
1
973 and served in several sales positions before holding various  
operational positions in Refining & Marketing entities, until, in his  
last operational position, he was responsible for training and skills  
management in specialties within the Refining & Marketing division.  
An elected member of the Supervisory Board of the TOTAL  
ACTIONNARIAT FRANCE collective investment fund from 1999 to  
A graduate of the École Polytechnique and a Mining Engineer,  
Mr. Collomb held a number of positions within the Ministry of  
Industry and other staff positions from 1966 to 1975. He joined the  
Lafarge group in 1975, where he served in various management  
positions. He served as Chairman and Chief Executive Officer of  
Lafarge from 1989 to 2003, then as Chairman of the Lafarge Board  
of Directors from 2003 to 2007 and has been the honorary  
President since 2007.  
2
2
009, he served as the Chairman of its Supervisory Board from  
003 to 2006.  
Director of TOTAL S.A. since 2004 (last renewal: May 11, 2007; end  
of office: December 31, 2009, pursuant to Article 11 of the  
Company’s by-laws).  
He is also President of the Institut des Hautes Études pour la  
Science et la Technologie (IHEST) and the Institut Français des  
Relations Internationales (IFRI).  
Holds 4,396 TOTAL shares and 4,394 shares of the TOTAL  
ACTIONNARIAT FRANCE collective investment fund.  
Director of TOTAL S.A. since 2000 and until 2012 (last renewal:  
May 15, 2009).  
Current directorships  
o Director of TOTAL S.A. * representing employee shareholders  
until December 31, 2009.  
Holds 4,712 shares.  
Current directorships  
Directorships that expired in the previous five years  
o Director of TOTAL S.A. *  
o Director of Lafarge *  
o Elected member, representing holders, of the Supervisory Board  
of the TOTAL ACTIONNARIAT FRANCE collective investment  
fund until 2009  
o Director of DuPont * (United States)  
o Director of Atco * (Canada)  
o Chairman of the Supervisory Board of the TOTAL  
ACTIONNARIAT FRANCE collective investment fund until 2006  
Directorships that expired in the previous five years  
o Chairman of the Board of Directors of Lafarge * until 2007  
o Director of Lafarge North America until 2006  
o Director of Unilever * (the Netherlands) until 2006  
o Director of Vivendi Universal * until 2005  
Daniel Bouton  
5
9 years old  
Inspector General of Finance, Mr. Bouton has held various positions  
within the French Ministry of Economy. He served as Budget  
Director at the Ministry of Finance from 1988 to 1990. He joined  
Société Générale in 1991, where he was appointed Chief Executive  
Officer in 1993, then Chairman and Chief Executive Officer in  
November 1997. He has been serving as the Chairman of the  
Société Générale group since May 12, 2008, and has been the  
honorary President since May 6, 2009.  
Paul Desmarais Jr.  
55 years old  
A graduate of McGill University in Montreal and INSEAD in  
Fontainebleau, Mr. Desmarais was elected Vice Chairman  
(1984) then Chairman of the Board (1990) of Corporation Financière  
Power, a company he helped to found. Since 1996, he has served  
as Chairman of the Board and Co-Chief Executive Officer of Power  
Corporation of Canada.  
Director of TOTAL S.A. since 1997 and until 2012 (last renewal:  
May 15, 2009).  
Holds 3,200 shares.  
*
Company names marked with an asterisk are publicly-listed companies.  
9
0 / TOTAL - Registration Document 2009  
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10 11  
Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code)  
(
CORPORATE GOVERNANCE  
Director of TOTAL S.A. since 2002 and until 2011 (last renewal:  
May 16, 2008).  
o Member of the Supervisory Boards of Power Financial Europe  
B.V. and of Parjointco N.V.  
o Director of Canada Life Capital Corporation Inc. (Canada)  
o Director of The Canada Life Insurance Company (Canada)  
o Director of Crown Life Insurance Company (Canada)  
Holds 2,000 ADRs (corresponding to 2,000 shares).  
Current directorships  
o Director of TOTAL S.A. *  
Directorships that expired in the previous five years  
o Chairman of the Board, Co-Chief Executive Officer and Member  
of the Executive Committee of Power Corporation of Canada *  
o Member of the Board of Les Journaux Trans-Canada (1996) Inc.  
(Canada) until 2009  
o Member of the Board, Co-Chief Executive Officer and Chairman  
of the Executive Committee of Corporation Financière Power *  
o Vice Chairman of the Board of Directors and member of the  
Strategic Committee of Imerys * (France) until 2008  
(Canada)  
o Director of GWL Properties until 2007  
o Vice Chairman of the Board of Directors and Acting Managing  
Director of Pargesa Holding S.A. * (Switzerland)  
Bertrand Jacquillat  
o Member of the Board of Directors and Executive Committee of La  
Great-West Compagnie d’assurance-vie (Canada)  
65 years old  
o Member of the Board of Directors and Executive Committee of  
Great-West Life & Annuity Insurance Company (United States)  
A graduate of École des Hautes Études Commerciales (HEC),  
Institut d’Études Politiques de Paris and Harvard Business School,  
Mr. Jacquillat holds a PhD in management. He has been a  
university professor (in both France and the United States) since  
o Member of the Board of Directors and Executive Committee of  
Great-West Lifeco Inc. * (Canada)  
o Member of the Board of Directors of Great West Financial  
1969, and is a professor at the Institut d’Études Politiques in Paris,  
(Canada) Inc. (Canada)  
Vice President of the Cercle des Économistes and member of the  
Economic Analysis Board to the Prime Minister. He is the founding  
chairman of Associés en Finance.  
o Member of the Board of Directors and Executive Committee of  
Groupe Bruxelles Lambert S.A. * (Belgium)  
o Member of the Board of Directors and Executive Committee of  
Groupe Investors Inc. (Canada)  
Director of TOTAL S.A. since 1996 and until 2011 (last renewal:  
May 16, 2008).  
o Member of the Board of Directors and Executive Committee of  
London Insurance Group Inc. (Canada)  
Holds 3,600 shares.  
o Member of the Board of Directors and Executive Committee of  
London Life, Compagnie d’assurance-vie (Canada)  
Current directorships  
o Member of the Board and Executive Committee of Mackenzie  
Inc.  
o Director of TOTAL S.A. *  
o Chairman and Chief Executive Officer of Associés en Finance  
o Member of the Supervisory Board of Klépierre *  
o Deputy Chairman of the Board of La Presse Ltée (Canada)  
o Deputy Chairman of the Board of Gesca Ltée (Canada)  
o Director of GDF Suez * (France)  
o Member of the Supervisory Board of Presses Universitaires de  
France (PUF)  
o Director of Lafarge *  
Directorships that expired in the previous five years  
o Director of The Canada Life Assurance Company (Canada)  
o Director of Canada Life Financial Corporation (Canada)  
o Director of IGM Financial Inc. * (Canada)  
None.  
Antoine Jeancourt-Galignani  
o Chairman of the Board of 152245 Canada Inc, 171263 Canada  
Inc. (Canada)  
72 years old  
o Deputy Chairman of the Board of 3819787 Canada Inc. (Canada)  
o Director of GWL&A Financial Inc. (USA)  
Inspector of Finance, Mr. Jeancourt-Galignani held various  
positions within the Ministry of Finance before serving as Deputy  
Managing Director of Crédit Agricole from 1973 to 1979. He  
became Chief Executive Officer of Indosuez bank in 1979 before  
serving as its Chairman from 1988 to 1994. He then served as  
Chairman of Assurances Générales de France (AGF) from 1994 to  
o Director of Great West Financial (Nova Scotia) Co.  
o Director of First Great-West Life & Annuity Insurance Company  
o Director of Power Communications Inc.  
o Vice Chairman of the Board of Power Corporation International  
o Director of Putman Investments LLC  
2001, before serving as Chairman of Gecina from 2001 to 2005,  
where he served as a director until 2009.  
*
Company names marked with an asterisk are publicly-listed companies.  
TOTAL / 91  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
5
CORPORATE GOVERNANCE  
Director of TOTAL S.A. since 1994 (last renewal: May 12, 2006; end  
of office: May 15, 2009).  
Lord Levene of Portsoken  
68 years old  
Current directorships  
o Chairman of the Supervisory Board of Euro Disney SCA *  
o Director of Kaufman & Broad S.A. *  
Lord Levene served in various positions within the Ministry of  
Defense, the office of the Secretary of State for the Environment,  
the office of the Prime Minister and the Ministry of Trade in the  
United Kingdom from 1984 to 1995. He then served as senior  
adviser at Morgan Stanley from 1996 to 1998 before becoming the  
Chairman of Bankers Trust International from 1998 to 2002. He was  
Lord Mayor of London from 1998 to 1999. He is currently Chairman  
of Lloyd’s.  
o Member of the Supervisory Board of Oddo et Cie  
Directorships that expired in the previous five years  
o Director of TOTAL S.A. * until May 2009  
o Director of Gecina * until June 2009  
o Director of Société Générale * until 2008  
o Member of the Supervisory Board of Hypo Real Estate Holding *  
Director of TOTAL S.A. since 2005 and until 2011 (last renewal:  
May 16, 2008).  
(Germany) until 2008  
o Chairman of the Board of Groupe SNA (Lebanon) until 2007 and  
Director until 2008  
Holds 2,000 shares.  
o Director of Société des Immeubles de France * until 2007  
o Director of Assurances Générales de France * until 2007  
o Member of the Supervisory Board of Jetix Europe N.V. * until  
Current directorships  
o Director of TOTAL S.A. *  
2
005  
o Chairman of Lloyd’s  
o Chairman of the Board of Directors of Gecina * until 2005  
o Chairman of International Financial Services  
o Chairman of General Dynamics UK Ltd  
o Director of Haymarket Group Ltd  
o Director of China Construction Bank *  
Anne Lauvergeon  
5
0 years old  
Chief Mining Engineer and a graduate of the École Normale  
Supérieure with a doctorate in physical sciences, Mrs. Lauvergeon  
held various positions in industry before becoming Deputy Chief of  
Staff in the Office of the President of the Republic in 1990. She  
joined Lazard Frères et Cie as Managing Partner in 1995. From  
Directorships that expired in the previous five years  
o Member of the Supervisory Board of Deutsche Börse* until 2005  
Claude Mandil  
1
997 to 1999 she was Executive Vice President and member of the  
Executive Committee of Alcatel, in charge of industrial partnerships.  
67 years old  
Mrs. Anne Lauvergeon has served as Chairman of the Management  
Board of AREVA since July 2001 and Chairman and Chief Executive  
Officer of Areva NC (formerly Cogema) since June 1999.  
A graduate of the École Polytechnique and a General Mining  
Engineer, Mr. Mandil served as a Mining Engineer in the Lorraine  
and Bretagne provinces. He then served as a Project Manager at  
the Délégation de l’Aménagement du Territoire et de l’Action  
Régionale (City and Department planning/DATAR) and as the  
Interdepartmental Head of Industry and Research and regional  
delegate of ANVAR. From 1981 to 1982, he served as the technical  
advisor on the staff of the Prime Minister, in charge of the industry,  
energy and research sectors. He was appointed Chief Executive  
Officer, then Chairman and Chief Executive Officer of the Institut de  
Développement Industriel (Industry Development Institute) until  
Director of TOTAL S.A. since 2000 and until 2012 (last renewal:  
May 15, 2009).  
Holds 2,000 shares.  
Current directorships  
o Director of TOTAL S.A. *  
o Chairperson of the Management Board of Areva *  
o Chairperson and CEO of Areva NC  
o Director of GDF Suez *  
1988. He was Chief Executive Officer of Bureau de Recherches  
Géologiques et Minières (BRGM) from 1988 to 1990. From 1990 to  
1998, Mr. Mandil was Chief Executive Officer for Energy and  
Commodities at the French Industry Ministry and the first  
representative for France at the Management Board of the Energy  
International Agency (EIA) Executive Committee. He served as the  
Chairman of the EIA in 1997 and 1998. In 1998, he was appointed  
Deputy Chief Executive Officer of Gaz de France and, in April 2000,  
Chairman of the Institut Français du Pétrole (French Institute of Oil).  
From 2003 to 2007, he was the Executive Director of the EIA.  
o Director of Vodafone Group Plc *  
Directorships that expired in the previous five years  
o Vice President and Member of the Supervisory Board of Safran *  
until February 2009  
o Director of FCI until 2005  
*
Company names marked with an asterisk are publicly-listed companies.  
9
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Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code)  
(
CORPORATE GOVERNANCE  
Director of TOTAL S.A. since May 16, 2008 and until 2011.  
Holds 1,000 shares.  
Thierry de Rudder  
60 years old  
A graduate of the Université de Genève in mathematics, the  
Université Libre de Bruxelles and Wharton (MBA), Mr. de Rudder  
served in various positions at Citibank from 1975 to 1986 before  
joining Groupe Bruxelles Lambert, where he was appointed Acting  
Managing Director.  
Current directorships  
o Director of TOTAL S.A. *  
o Director of Institut Veolia Environnement  
Director of TOTAL S.A. since 1999 and until 2010 (last renewal:  
May 11, 2007).  
Directorships that expired in the previous five years  
o Director of GDF Suez * from July to December 2008  
Holds 3,956 shares.  
Current directorships  
o Director of TOTAL S.A. *  
Michel Pébereau  
o Director of Imerys *  
6
7 years old  
o Director of GDF Suez *  
o Director of Lafarge *  
Honorary Inspector General of Finance, Mr. Pébereau held various  
positions in the Ministry of Economy and Finance, before serving,  
from 1982 to 1993, as Chief Executive Officer and then as  
Chairman and CEO of Crédit Commercial de France (CCF). He was  
Chairman and Chief Executive Officer of BNP then BNP Paribas  
from 1993 to 2003, and is currently Chairman of the Board of BNP  
Paribas. He has also been the Chairman of European Financial  
Round Table (EFRT) since 2009.  
o Director of Compagnie Nationale à Portefeuille *  
o Director of Suez-Tractebel  
o Acting Managing Director of Groupe Bruxelles Lambert *  
o Director of Brussels Securities (Belgium)  
o Director of GBL Treasury Center ** (Belgium)  
o Director of GBL Participations ** (Belgium)  
o Director of Sagerpar ** (Belgium)  
o Director of GBL Energy Sarl ** (Luxembourg)  
o Director of GBL Verwaltung Sarl ** (Luxembourg)  
o Director of GBL Verwaltung GmbH ** (Germany)  
Director of TOTAL S.A. since 2000 and until 2012 (last renewal:  
May 15, 2009).  
Directorships that expired in the previous five years  
o Director of GBL Finance SA ** (Luxembourg) until April 2009  
o Directeur of Immobilière Rue de Namur ** (Luxembourg) until  
Holds 2,356 shares.  
Current directorships  
2007  
o Director of TOTAL S.A. *  
o Director of SI Finance until 2005  
o Chairman of the Board of Directors of BNP Paribas*  
o Director of Lafarge *  
Serge Tchuruk  
o Director of Saint-Gobain *  
72 years old  
o Member of the Supervisory Board of AXA *  
o Director of EADS N.V. *  
A graduate of the École Polytechnique and an Ingénieur de  
l’armement, Mr. Tchuruk held various management positions with  
Mobil Corporation, then with Rhône-Poulenc, where he was named  
Chief Executive Officer in 1983. He served as Chairman and CEO of  
CDF-Chimie/Orkem from 1986 to 1990, then as Chairman and CEO  
of TOTAL from 1990 to 1995. In 1995, he became Chairman and  
Chief Executive Officer of Alcatel. From 2006 to 2008, he was  
appointed Chairman of the Board of Alcatel-Lucent.  
o Director of Pargesa Holding S.A. * (Switzerland)  
o Director of BNP Paribas Suisse  
o Member of the Supervisory Board of Banque marocaine pour le  
Commerce et l’Industrie *  
o Non-voting member (Censeur) of the Supervisory Board of  
Galeries Lafayette  
Director of TOTAL S.A. since 1989 and until 2010 (last renewal:  
May 11, 2007).  
Directorships that expired in the previous five years  
o Chairman of la Fédération Bancaire Européenne until 2008  
o Director of BNP Paribas UK Holdings Ltd until 2005  
Holds 61,060 shares.  
Current directorships  
o Director of TOTAL S.A. *  
*
*
Company names marked with an asterisk are publicly-listed companies.  
A Groupe Bruxelles Lambert (GBL) 100%-owned subsidiary.  
*
TOTAL / 93  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
5
CORPORATE GOVERNANCE  
o Director of Weather Investment SPA  
Director of TOTAL S.A. since 2000 (last renewal: May 12, 2006; end  
of office: May 15, 2009).  
Directorships that expired in the previous five years  
o Director of Thalès * until 2009  
Current directorships  
o Member of the Supervisory Board of Oddo et Cie  
o Chairman of the Board of Directors of Alcatel-Lucent * until 2008  
o Member of the Supervisory Board of Alcatel Deutschland GmbH  
until 2008  
Directorships that expired in the previous five years  
o Director of TOTAL S.A. * until May 2009  
o Member of the Board of Directors of the École Polytechnique  
until 2008  
o Director of Technip * until 2007  
o Member of the Supervisory Board of Cegelec until 2006  
o Chairman of the Board of Directors of Alcatel USA Holdings  
Corp. until 2006  
o Director of the Institut Pasteur until 2005  
Pierre Vaillaud  
7
4 years old  
A graduate of the École Polytechnique, a Mining Engineer and a  
graduate of the École Nationale Supérieure du Pétrole et des  
Moteurs, Mr. Vaillaud worked as an engineer with Technip and  
Atochem before joining TOTAL. He served as Chief Executive  
Officer of TOTAL from 1989 to 1992, before becoming Chairman  
and Chief Executive Officer of Technip from 1992 to 1999, and of  
Elf Aquitaine from 1999 to 2000.  
*
Company names marked with an asterisk are publicly-listed companies.  
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Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code)  
(
CORPORATE GOVERNANCE  
Other disclosures  
At its meeting on September 15, 2009, the Board of Directors  
appointed Charles Paris de Bollardière Secretary of the Board.  
He succeeds Thierry Reveau de Cyrières.  
Pursuant to the AFEP-MEDEF Code, on February 11, 2009, the  
Board of Directors noted that, effective from the same day, the  
employment contracts of its Chairman and its Chief Executive  
Officer had been terminated.  
The current members of the Board of Directors of the Company  
have informed the Company that they have not been convicted,  
have not been associated with a bankruptcy, receivership or  
liquidation, and have not been incriminated or publicly sanctioned  
or disqualified, as stipulated in item 14.1 of Annex I of EC  
Regulation 809/2004 of April 29, 2004.  
Since 2004, the Board of Directors has had a financial code of  
ethics that, in the overall context of the Group’s Code of Conduct,  
sets forth specific rules for its Chairman, Chief Executive Officer,  
Chief Financial Officer, Chief Accounting Officer and the financial  
and accounting officers for its principal activities. The Board has  
made the Audit Committee responsible for implementing and  
ensuring compliance with this code.  
In 2005, the Board approved the procedure for alerting the Audit  
Committee of complaints or concerns regarding accounting,  
internal accounting controls or auditing matters.  
Corporate governance code  
For several years, TOTAL has been actively examining corporate  
governance matters. At its meeting on November 4, 2008, the  
Board of Directors confirmed its decision to use the Corporate  
Governance Code for Listed Companies published in 2008 by the  
principal French business confederations, the Association Française  
des Entreprises Privées (AFEP) and the Mouvement des Entreprises  
de France (MEDEF) (“AFEP-MEDEF Code”) as its reference for  
corporate governance matters.  
Rules of procedure of the Board of  
Directors  
At its meeting on February 13, 2007, the Board of Directors  
adopted rules of procedure to replace the Directors’ Charter and to  
take into account the separation of the positions of Chairman of the  
Board and Chief Executive Officer implemented at the same  
meeting.  
The AFEP-MEDEF Code is available on the MEDEF website  
(www.medef.fr).  
The Company’s corporate governance practices differ from the  
recommendations contained in the AFEP-MEDEF Code on the  
following limited matters:  
The Board’s rules of procedure specify the obligations of each  
director and set forth the mission and working procedures of the  
Board of Directors. They also define the respective responsibilities  
and authority of the Chairman and of the Chief Executive Officer. It  
is reviewed on a regular basis to match the changes in rules and  
practices related to governance.  
o The AFEP-MEDEF Code recommends that a director no longer  
be considered as independent upon the expiry of the term of  
office during which the length of his service on the board reaches  
twelve years. The Board has not followed this recommendation in  
regards to one of its members considering the long-term nature  
of its investments and operation as well as the experience and  
authority of which this director is in possession, which reinforce  
his independence and contribute to the Board’s work.  
The principal matters covered by the rules of procedure are  
summarized below. An unabridged version of these rules and  
procedures is available on the Company’s website.  
o The Chairman of the Board of Directors chairs the Nominating &  
Governance Committee of the Board. The Board of Directors and  
this Committee consider that the participation of the Chairman on  
the Nominating & Governance Committee enables the Committee  
to benefit from his experience and his knowledge of the  
Company’s activities, environment and executive teams, which is  
particularly useful to inform the Committee’s deliberations  
concerning the appointment of executives and directors. The fact  
that the Chairman of the Board, who does not exercise executive  
duties, chairs the committee permits close collaboration between  
the Board and the Committee, the latter being responsible for the  
review of the Board’s workings and corporate governance  
matters. This committee is comprised of a majority of  
Each director undertakes to maintain the independence of his  
analysis, judgment, decision-making and actions as well as not to  
be unduly influenced. When a director participates in and votes at  
Board meetings, he is required to represent the interest of the  
shareholders and the Company as a whole. Directors must actively  
participate in the affairs of the Board, specifically on the basis of  
information communicated to them by the Company.  
Directors undertake to devote the amount of time required to  
consider the information they are given and otherwise prepare for  
meetings of the Board and of the committees on which they sit.  
Directors may request any additional information that they feel is  
necessary or useful from the Chairman or the Chief Executive  
Officer. A director, if he considers it necessary, may request training  
independent directors and the Chairman and the Chief Executive  
Officer do not attend deliberations concerning their own situation.  
TOTAL / 95  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
5
CORPORATE GOVERNANCE  
on the Company’s specificities, businesses and activities. Directors  
participate in all Board meetings and all committees or  
Shareholders’ Meetings, unless they have previously contacted the  
Chairman to inform him of scheduling conflicts.  
o conducting audits and investigations as it may deem appropriate.  
The Board, with the assistance of its specialized committees where  
appropriate, ensures that:  
Each director must inform the Board of conflicts of interest that may  
arise, including the nature and terms of any proposed transactions  
that could give rise to such situations. If he is opposed to a project  
brought before the Board, he is required to clearly express his  
opposition. He is required to own at least 1,000 company shares in  
registered form (with the exception of the director representing  
employee shareholders, for whom the requirements are more  
flexible) and comply strictly with provisions regarding the use of  
material non-public information. The requirement to hold a  
minimum of 1,000 company shares while in office is accepted by  
each director as a restriction on his ability to freely dispose of these  
shares.  
o authority within the Company has been properly delegated before  
it is exercised, and that the various entities of the Company  
respect the authority, duties and responsibilities they have been  
given;  
o no individual is authorized to contract on behalf of the Company  
or to commit to pay, or to make payments, on behalf of the  
Company, without proper supervision and control;  
o the internal control function operates properly and that the  
statutory auditors are able to conduct their audits under  
appropriate circumstances; and  
o the committees it has created duly perform their responsibilities.  
In addition to stipulating that any shares and ADRs of TOTAL S.A.  
and its publicly traded subsidiaries held by directors are to be held  
in registered form, the rules of procedure prohibit buying on margin  
or short selling those same securities. They also prohibit trading  
shares of TOTAL S.A. on the dates of the Company’s periodic  
earnings announcements, as well as the 15 calendar days  
preceding such dates.  
The Board of Directors is regularly informed, through the Audit  
Committee, of the Group’s financial position, cash position and  
obligations.  
Board of Directors’ activity: The Board of Directors meets at least  
four times a year and as often as circumstances may require.  
Directors are generally given written notice eight days prior to  
Board meetings. Documents to be considered for decisions to be  
made at Board meetings are, when possible, sent with the notice of  
meetings, or otherwise delivered to the directors. The minutes of  
the previous meeting are expressly approved at each Board  
meeting.  
The Board of Directors’ mission is to determine the strategic  
direction of the Group and supervise the implementation of this  
vision.  
With the exception of the powers and authority expressly reserved  
for shareholders and within the limits of the Company’s legal  
purpose, the Board may address any issue related to the operation  
of the Company and take any decision concerning the matters  
falling within its purview.  
Directors may participate in meetings either by being present, by  
being represented by another director or via video conference (in  
compliance with the technical requirements set by applicable  
regulations).  
Within this framework, the Board’s duties and responsibilities  
include, but are not limited to, the following:  
The Board may establish specialized committees, whether  
permanent or ad hoc, as required by applicable legislation or as it  
may deem appropriate. The Board allocates directors’ fees and may  
allocate additional directors’ fees to directors who participate in  
specialized committees, within the total amount established by the  
shareholders. The Chairman and the Chief Executive Officer are not  
awarded directors’ fees for their work on the Board and  
Committees.  
o appointing the Chairman and the Chief Executive Officer and  
supervising the handling of their responsibilities;  
o defining the Company’s strategic orientation and, more generally,  
that of the Group;  
o approving investments or divestments under study by the Group  
that concern amounts greater than 3% of shareholders’ equity,  
whether or not the project is part of the announced strategy;  
The Board of Directors, based on the recommendation of its  
Chairman, appoints a Secretary. Every member of the Board of  
Directors can refer to the Secretary and benefit from his assistance.  
The Secretary is responsible for the working procedures of the  
Board of Directors. The Board shall review such procedures  
periodically.  
o reviewing information on significant events related to the  
Company’s affairs, in particular for investments or divestments  
that are greater than 1% of shareholders’ equity;  
o monitoring the quality of information supplied to shareholders  
and the financial markets through the financial statements that it  
approves and the annual reports, or when major transactions are  
conducted;  
The Board conducts, at regular intervals not to exceed three years,  
an assessment of its practices. It also conducts an annual  
discussion of its methods.  
o convening and setting the agenda for Shareholders’ Meetings;  
o preparing, for each year, a list of the directors it deems to be  
independent under generally recognized corporate governance  
criteria, in particular those defined in the AFEP-MEDEF Code;  
and  
Responsibility and authority of the Chairman: The Chairman  
represents the Board, and, except under exceptional circumstances,  
is the sole member authorized to act and speak on behalf of the  
9
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Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code)  
(
CORPORATE GOVERNANCE  
Board. He is responsible for organizing and presiding over the  
Board’s activities and monitors corporate bodies to ensure that  
they are functioning effectively and respecting corporate  
o supervising procedures for preparing financial information;  
o monitoring the implementation and activities of the disclosure  
committee, including reviewing the conclusions of this  
committee;  
governance principles. He is responsible, with the Group’s  
management, for maintaining relations between the Board and the  
Company’s shareholders. He monitors the quality of the information  
disclosed by the Company. In close cooperation with the Group’s  
management, he may represent the Group in high level discussions  
with government authorities and the Group’s important partners, on  
both a national and international level. He is regularly informed by  
the Chief Executive Officer of events and situations that are  
important for the Group and may request that the Chief Executive  
Officer provide any useful information for the Board or its  
o reviewing the annual work program of internal and external  
auditors;  
o receiving information periodically on completed audits and  
examining annual internal audit reports and other reports  
(statutory auditors, annual reports, etc.);  
o reviewing the choice of appropriate accounting principles and  
methods;  
o reviewing the Group’s policy for the use of derivative instruments;  
committees. He may also work with the statutory auditors to  
prepare matters before the Board or the Audit Committee.  
o reviewing, if requested by the Board, major transactions  
contemplated by the Group;  
Authority of the Chief Executive Officer: The Chief Executive  
Officer is responsible for the general management of the Company.  
He chairs the Group’s Executive Committee and Management  
Committee. Subject to the Company’s corporate governance rules  
o reviewing significant litigation annually;  
o implementing, and monitoring compliance with, the financial code  
of ethics;  
(
see above: “the Board of Directors’ mission), he has the full extent  
o proposing to the Board, for implementation, a procedure for  
complaints or concerns of employees, shareholders and others,  
related to accounting, internal accounting controls or auditing  
matters, and monitoring the implementation of this procedure;  
and  
of authority to act on behalf of the Company in all instances, with  
the exception of actions that are, by law, reserved to the Board of  
Directors or to Shareholders’ meetings. He is responsible for  
periodic reporting of the Group’s results and outlook to  
shareholders and the financial community. He reports on significant  
Group activities to the Board.  
o reviewing the procedure for booking the Group’s proved  
reserves.  
Audit Committee membership and practices  
Committees of the Board of  
Directors  
The Committee is made up of at least three directors designated by  
the Board of Directors. Members must be independent directors.  
In selecting the members of the Committee, the Board pays  
particular attention to their independence and their financial and  
accounting qualifications. Members of the Committee may not be  
executive officers of the Company or one of its subsidiaries, nor  
own more than 10% of the Company’s shares, whether directly or  
indirectly, individually or acting together with another party.  
Audit Committee  
The Audit Committee’s role is to assist the Board of Directors in  
ensuring effective internal control and oversight over financial  
reporting to shareholders and the financial markets.  
Members of the Audit Committee may not receive from the  
Company and its subsidiaries, whether directly or indirectly, any  
compensation other than:  
The Audit Committee’s duties include:  
o directors’ fees paid for their services as directors or as members  
of the Audit Committee or, if applicable, another committee of the  
Board; and  
o recommending the appointment of statutory auditors and their  
compensation, ensuring their independence and monitoring their  
work;  
o compensation and pension benefits related to prior employment  
by the Company, or another Group company, which are not  
dependent upon future work or activities.  
o establishing the rules for the use of statutory auditors for  
non-audit services and verifying their implementation;  
o supervising the audit by the statutory auditors of the Company’s  
financial statements and consolidated financial statements;  
The Committee appoints its own Chairman. The Chairman appoints  
the Committee secretary who may be the Chief Financial Officer.  
The Committee meets at least four times a year to examine the  
consolidated annual and quarterly financial statements.  
o examining the accounting policies used to prepare the financial  
statements, examining the parent company’s annual financial  
statements and the consolidated annual, semi-annual, and  
quarterly financial statements prior to their examination by the  
Board, after regularly monitoring the financial situation, cash  
position and obligations of the Company;  
The Audit Committee may meet with the Chairman of the Board, the  
Chief Executive Officer, and, if applicable, any acting Managing  
Director of the Company and perform inspections and consult with  
managers of operating or non-operating departments, as may be  
useful in performing its duties.  
o supervising the implementation of internal control and risk  
management procedures and their effective application, with the  
assistance of the internal audit department;  
TOTAL / 97  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
5
CORPORATE GOVERNANCE  
The Committee consults with the statutory auditors and examines  
their work, and may do so without management being present. If it  
deems it necessary to accomplish its duties, the Committee may  
request from the Board the resources to engage external  
consultants.  
A majority of the members must be independent directors.  
Members of the Compensation Committee may not receive from  
the Company and its subsidiaries, either directly or indirectly, any  
compensation other than:  
o directors’ fees paid for their services as directors or as members  
of the committee, or, if applicable, as members of another  
committee of the Company’s Board; and  
The Committee submits written reports to the Board of Directors  
regarding its work.  
o compensation and pension benefits related to prior employment  
by the Company which are not dependant upon future work or  
activities.  
In 2009, the Committee’s members were Mrs. Patricia Barbizet and  
Messrs. Bertrand Jacquillat and Thierry de Rudder as well as, until  
May 15, 2009, Mr. Antoine Jeancourt-Galignani. All of the members  
of the Committee are independent directors and have recognized  
experience in the financial and accounting fields, as illustrated in  
their summary biographies (see pages 89 to 93 of this Registration  
Document).  
The Committee appoints its chairman and its secretary. The  
secretary is a Company senior executive.  
The Committee meets at least twice a year.  
The Committee invites the Chairman and the Chief Executive  
Officer of the Company to present their recommendations.  
The Committee was chaired by Mr. Antoine Jeancourt-Galignani,  
who was determined to be the Audit Committee financial expert by  
the Board at its meeting on September 5, 2006. Mrs. Patricia  
Barbizet was appointed by the Committee at its meeting on  
July 28, 2009, to succeed Mr. Antoine Jeancourt-Galignani for the  
Committee chairmanship. The Board of Directors, at its meeting on  
July 30, 2009, decided to appoint Mr. Bertrand Jacquillat to serve  
as the Audit Committee financial expert based on a  
Neither the Chairman nor the Chief Executive Officer may be  
present during deliberations regarding his own situation.  
While maintaining the appropriate level of confidentiality for its  
discussions, the Committee may request that the Chief Executive  
Officer provide it with the assistance of any senior executive of the  
Company whose skills and qualifications could facilitate the  
handling of an agenda item.  
recommendation by the Audit Committee.  
Compensation Committee  
If it deems it necessary to accomplish its duties, the Committee  
may request from the Board the resources to engage external  
consultants.  
In February 2007, the Compensation Committee was separated  
from the then existing Nominating & Compensation Committee. The  
principal objectives of the Compensation Committee are to:  
The Committee reports on its activities to the Board of Directors.  
o examine the executive compensation policies implemented by  
the Group and the compensation of members of the Executive  
Committee; and  
In 2009, the Committee’s members were Messrs. Bertrand  
Collomb, Michel Pébereau and Serge Tchuruk, each an  
independent director.  
o evaluate the performance and recommend the compensation of  
the Chairman of the Board and of the Chief Executive Officer.  
Mr. Michel Pébereau chairs the Committee.  
Its duties include the following:  
Nominating & Governance Committee  
o examining the criteria and objectives proposed by management  
for executive compensation and advising on this subject;  
In February 2007, the Nominating & Governance Committee was  
separated from the then existing Nominating & Compensation  
Committee. The principal objectives of the Nominating &  
Governance Committee are to:  
o presenting recommendations and proposals to the Board  
concerning;  
-
compensation, pension and insurance plans, in-kind benefits  
and other compensation, including severance benefits, for the  
Chairman and the Chief Executive Officer of the Company, and  
o recommend to the Board of Directors the persons that are  
qualified to be appointed as directors, Chairman or Chief  
Executive Officer;  
-
awards of stock options and restricted share grants to the  
Chairman and the Chief Executive Officer; and  
o prepare the Company’s corporate governance rules and  
supervise their implementation; and  
o examining stock option plans, restricted share grants, equity-  
based plans and pension and insurance plans.  
o examine any questions referred to it by the Board or the  
Chairman of the Board, in particular questions related to ethics.  
Compensation Committee membership and practices  
Its duties include the following:  
The Committee is made up of at least three directors designated by  
the Board of Directors.  
o presenting recommendations to the Board for its membership  
and the membership of its committees;  
9
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Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code)  
(
CORPORATE GOVERNANCE  
o proposing annually to the Board the list of directors who may be  
considered as “independent directors” of the Company;  
In 2009, the Committee’s members were Messrs. Bertrand  
Collomb, Thierry Desmarest, Michel Pébereau and Serge Tchuruk.  
Each, with the exception of the Chairman of the Board, is an  
independent director.  
o assisting the Board in the selection and evaluation of the  
Chairman of the Board and the Chief Executive Officer and  
examining the preparation of their possible successors, in  
cooperation with the Compensation Committee;  
Mr. Thierry Desmarest chairs the Committee.  
o preparing a list of individuals who might be considered for  
election as Directors and those who might be named to serve on  
Board committees;  
o proposing methods for the Board to evaluate its performance; 2  
009 Activity of the Board of  
Directors and its Committees  
o proposing the procedure for allocating directors’ fees;  
o developing and recommending to the Board the corporate  
governance principles applicable to the Company; and  
o examining ethical issues at the request of the Board or its  
Chairman.  
The Board held eight meetings in 2009, with an average attendance  
of 88.7%.  
Nominating & Governance Committee membership  
and practices  
The Audit Committee held six meetings in 2009, with 100%  
attendance.  
The Committee is made up of at least three directors designated by  
the Board of Directors.  
The Compensation Committee met twice, with 100% attendance.  
A majority of the members must be independent directors.  
The Nominating & Governance Committee met twice, with 100%  
attendance.  
Members of the Nominating & Governance Committee, other than  
the Chairman of the Board and the Chief Executive Officer, may not  
receive from the Company and its subsidiaries any compensation  
other than:  
A table summarizing individual attendance at the Board of Directors  
and Committees meetings is provided on page 110 of this  
Registration Document.  
o directors’ fees paid for their services as directors or as members  
of the committee, or, if applicable, as members of another  
committee of the Company’s Board; and  
The meetings of the Board of Directors included, but were not  
limited to, a review of the following subjects:  
o compensation and pension benefits related to prior employment  
by the Company which are not dependant upon future work or  
activities.  
January 13  
o strategic outlook for the Chemicals segment;  
o 2009 Budget;  
The Committee appoints its chairman and its secretary. The  
secretary is a Company senior executive.  
o Group insurance policy; and  
o summary of the Ethics Committee activities.  
The Committee meets at least twice a year.  
February 11  
The Committee may invite the Chairman of the Board or the Chief  
Executive Officer of the Company, as applicable, to present  
recommendations.  
o 2008 accounts (consolidated financial statements, parent  
company accounts);  
o debate on Board of Directors practices;  
Neither the Chairman nor the Chief Executive Officer may be  
present during deliberations regarding his own situation.  
o proposition to change the by-laws regarding the age limit of the  
Chairman of the Board;  
o change in the rules and procedures of the Board of Directors, the  
Audit Committee and the Nominating & Governance Committee;  
While maintaining the appropriate level of confidentiality for its  
discussions, the Committee may request that the Chief Executive  
Officer provide it with the assistance of any senior executive of the  
Company whose skills and qualifications could facilitate the  
handling of an agenda item.  
o assessment of the independence of the Directors;  
o proposal to renew directorships and appoint a new director;  
o policy for determining the compensation and other advantages of  
the Chairman and of the Chief Executive Officer;  
If it deems it necessary to accomplish its duties, the Committee  
may request from the Board the resources to engage external  
consultants.  
o compensation of the Chairman and of the Chief Executive Officer  
and other related commitments;  
o convocation of the Shareholders’ Meeting and approval of the  
The Committee reports on its activities to the Board of Directors.  
documents related to this meeting;  
TOTAL / 99  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
5
CORPORATE GOVERNANCE  
o Group financial policy;  
conducted in 2008 and the audit plan scheduled for 2009, as well  
as the 2009 work program for internal control over financial  
reporting in compliance with the Sarbanes-Oxley Act. The  
Committee also reviewed the draft of the Chairman’s report on  
internal control procedures  
o project to invest in deep offshore in Nigeria (Egina project); and  
o project to launch a public tender offer for UTS Energy  
Corporation (Canada).  
o At its meeting on April 20, the Committee reviewed the conditions  
for the use of derivatives in crude oil and petroleum products  
trading activities. The Committee also reviewed the procedures  
for evaluating oil and gas reserves. It acknowledged the  
approach of the Refining & Marketing division to strengthen its  
risk assessment and management device, in particular by  
mapping the major risks faced by the division and business units.  
Finally, the Committee also reviewed the update of the financial  
code of ethics.  
March 31  
o review of requests to include new resolution projects on the  
Shareholders’ Meeting agenda.  
May 5  
o strategic outlook for the Gas & Power division;  
o earnings for the first quarter of 2009; and  
o preparation and arrangements for the Shareholders’ Meeting.  
o The Committee met on April 30, to review the consolidated  
financial statements for the first quarter of 2009. The Committee  
also approved the launch of a call for tenders to select the two  
statutory auditors whose appointment will be submitted to the  
Shareholders’ Meeting on May 2010, the term of office of the  
current statutory auditors expiring at that date.  
May 15  
o appointment of the Chief Executive Officer and confirmation of  
the conditions for its compensation; and  
o renewal of the appointments of the members of the Committees  
of the Board of Directors.  
o At its meeting on July 28, the Committee appointed its chairman  
and proposed the appointment of a financial expert within the  
Committee. It reviewed the financial statements for the second  
quarter and first half of 2009.  
July 30  
o strategic outlook for the Refining & Marketing division;  
o earnings for the second quarter of 2009 and the first half of 2009;  
o On October 15, the Committee met to acknowledge the statutory  
auditors’ specific focus with regard to the audit of the 2009  
financial statements. The Committee reviewed the Group’s  
significant litigation. It also studied the mapping of the  
Petrochemicals business risks. The investment decision-making  
process and the procedure to prepare financial statements and  
consolidated information were submitted to the Committee.  
o cancellation of Company shares and corresponding reduction of  
share capital;  
o payment of an interim dividend; and  
o presentation of the participation in the call for tenders launched  
by the Abu Dhabi Emirate to build and operate a nuclear power  
plant in partnership with GDF Suez and Areva.  
o On October 30, the Committee reviewed the financial statements  
for the third quarter of 2009 and the budget for the fees of the  
statutory auditors. The members of the Committee met with the  
statutory auditors without management being present. The  
Committee was informed of the Group’s policy for the use of  
derivative instruments.  
September 15  
o strategic outlook for the Exploration & Production division;  
o financial communication for mid-2009;  
o award of share subscription options and restricted share grants;  
and  
The statutory auditors attended all the Audit Committee meetings in  
2009, except for the review of their compensation and the  
preparation of the call for tenders related to their appointment. At  
each presentation of the quarterly consolidated financial  
statements, the statutory auditors reported on their work and  
presented their conclusions.  
o announcement by the Nominating & Governance Committee of  
the Board’s self-evaluation for its activities during the fourth  
quarter of 2009.  
November 3  
The Committee periodically monitored the financial situation, cash  
flow, risks and significant off-balance sheet commitments of the  
Company, as well as internal audit activity.  
o Group strategy and 5-year plan; and  
o results for the third quarter of 2009.  
Audit Committee activity  
The chairman of the Committee reported to the Board of Directors  
on the Committee’s activities.  
In 2009, the members of the Audit Committee reviewed the  
following matters:  
 Compensation Committee activity  
o At its meeting on February 9, the Committee reviewed the  
accounts for the fourth quarter of 2008 as well as the annual  
consolidated statements report for the Group and the statutory  
accounts of TOTAL S.A., the parent company, for 2008. The  
Head of Internal Audit presented the conclusions of the audits  
At its meeting on February 5, 2009, the Committee acknowledged  
the Chairman and the Chief Executive Officer’s request to terminate  
their employment contract. The Committee prepared its proposal to  
be made to the Board for the rules and principles to determine  
compensation and other benefits to be awarded to the Chairman  
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Article L. 225-37 of the French Commercial Code)  
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CORPORATE GOVERNANCE  
and to the Chief Executive Officer as well as the terms that apply in  
case they are removed from or not renewed in office.  
Director independence  
The Committee reviewed the 2009 compensation policy for the  
Chairman and the Chief Executive Officer and made a proposal for  
the compensation of the Chairman and Chief Executive Officer, as  
well as restrictions on share transfers by these individuals. The  
Committee also examined the compensation of the members of the  
Executive Committee and reviewed information related to the  
compensation of the Company’s management bodies and to the  
Company’s pension and insurance plans, in preparation for the  
disclosure of this information in the Company’s annual reports for  
At its meeting on February 10, 2010, the Board of Directors, acting  
on a proposal from the Nominating & Governance Committee,  
reviewed the independence of the Company’s directors as of  
December 31, 2009. Also based on the Committee’s proposal, the  
Board considered that, pursuant to the AFEP-MEDEF Code, a  
director is independent when “he or she has no relationship, of any  
nature, with the company, its group, or the management of either,  
that may compromise the exercise of his or her freedom of  
judgement”.  
2
008.  
At its meeting on September 2, 2009, the Committee reviewed the  
share subscription option and restricted share grant plans.  
Mrs. Barbizet, Messrs. Artus, Bouton, Collomb, Desmarais,  
Jacquillat, Mandil, Pébereau, de Rudder, Tchuruk and Lord Levene  
of Portsoken were deemed to be independent directors.  
Nominating & Governance Committee activity  
At its meeting on February 5, 2009, the Committee discussed the  
composition of the Board, in particular in relation to various  
commonly used independence criteria. The Committee proposed to  
the Board of Directors the list of directors to be recommended for  
appointment by the 2009 Shareholders’ Meeting, which included  
the recommendation of a new independent director. The Committee  
proposed to the Board of Directors a resolution to change the  
by-laws regarding the age limit of the Chairman of the Board to be  
submitted to the Shareholders’ Meeting in order to have more  
flexibility depending on circumstances.  
These directors meet the criteria set forth in the AFEP-MEDEF  
Code, with the exception of one individual who has been a director  
for longer than twelve years. For a company that has long-term  
investments and activities, a longer term of office gives experience  
and authority, and thereby reinforces the independence of  
directors. The Board concluded that Mr. Tchuruk, the only director  
concerned by this criterion, should be considered as independent.  
Concerning “material” relationships, as a client, supplier,  
investment or finance banker, between a director and the  
Company, the Board deemed that the level of activity between  
Group companies and the bank at which one of its Directors is an  
officer, which is less than 0.1% of its net banking income and less  
than 5% of the Group’s overall assets, represents neither a material  
portion of the overall activity of such bank nor a material portion of  
the Group’s external financing. The Board concluded that  
Mr. Pébereau should be considered as independent.  
At its meeting on September 2, 2009, the Committee discussed the  
changes in the composition of the Board of Directors to be  
anticipated in 2010 in order to strengthen the diversity of the Board  
and the share of independent directors.  
The Committee evaluated the independence of the directors and  
made a list of independent directors as of December 31, 2009.  
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3% of the directors are independent.  
It also reviewed the working procedures of the Board of Directors  
and proposed to the Board that it carries out a self-evaluation, with  
the assistance of a consulting agency.  
The Board also noted the absence of potential conflicts of interests  
between the Company and its directors.  
Board of Directors practices  
Internal control and risk  
management  
At its meeting on February 10, 2010, the Board of Directors  
discussed the results of its self-evaluation carried out with the  
assistance of a consulting agency, which demonstrated that the  
Board’s working procedures and the quality of the information  
provided met the Directors’s expectations.  
The internal control framework adopted by TOTAL is that of the  
Committee of Sponsoring Organizations of the Treadway  
Commission (COSO). In this framework, internal control is a  
process intended to provide reasonable assurance that the  
following will be achieved: effective and efficient operational  
control, accurate reporting of financial information, and compliance  
with applicable laws and regulations. As for any system for internal  
control, there can be no guarantee that all risks are completely  
eliminated.  
Pursuant to the recommendation of the Nominating & Governance  
Committee, at its meeting on February 10, 2010, the Board  
approved the suggestions for improvement that were proposed,  
which were mainly related to the organization of a day for strategic  
thinking.  
TOTAL / 101  
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(Article L. 225-37 of the French Commercial Code)  
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CORPORATE GOVERNANCE  
As a result, the Group’s internal control procedures are based on  
the COSO framework: design and implementation of internal  
controls, risk evaluation process, internal control operation,  
documentation and reporting internal controls, and supervision of  
the internal control system.  
management with the assistance of the Internal Audit Department  
and the teams in charge of internal control at the operating level.  
These rules are designed to allow the Board of Directors to ensure  
that internal control is effective and that accurate information is  
disclosed to shareholders and financial markets.  
Risk evaluation  
Organization and principles of internal  
control  
The Executive Committee, with the assistance of the Risk  
Committee, the Budget Management Department and the Internal  
Audit Department, is responsible for compiling and analyzing the  
internal and external risks that could have an impact on the Group’s  
performance. This approach is part of a continual process within  
the relevant entities and divisions.  
The Group’s internal control procedures are designed around an  
operating environment with three levels: Group, business segments  
and profit centers. Each level is directly involved in the design and  
implementation of internal controls, as determined by the level of  
centralization desired by the Group’s management.  
The principal risks monitored at Group level are: sensitivity to the oil  
market environment (oil prices and refining, marketing and  
petrochemical margins); exposure to oil and gas trading risks;  
financial markets risks (foreign exchange risk, particularly related to  
the dollar, and interest rate); political and legal risks related to the  
operating and contractual environment of the exploration and  
production activities; and industrial and environmental risks related  
to the sectors in which the Group is active.  
At each of the three levels, internal control procedures are designed  
to include specific organizational procedures, delegation of  
authority and employee training and education that conform to the  
Group’s overall framework.  
The principal themes of human resources policy are coordinated at  
the Group’s Human Resources Department. Human resources are  
generally managed on a decentralized basis at profit centers.  
As regards risks related to the trading of oil and financial  
instruments, the relevant departments whose activity is restricted to  
limits defined by the Executive Committee, assess on a daily basis  
their position and exposition and analyze their market risks using,  
notably, a value-at-risk technique.  
The design of internal control procedures is based on key values  
that are deeply rooted in the Group’s control environment, including  
the integrity, ethical conduct and professional competence of its  
employees.  
As regards counterparty risks, credit limits and processes to  
analyze the credit risk are determined at the level of each line of  
business and updated on a regular basis.  
The Group’s values and principles of conduct are formalized and  
distributed to employees throughout the Group in the Group’s code  
of conduct and ethics charter. The Group’s code of financial ethics  
is distributed to financial managers at the corporate and operating  
levels. They are also implemented in codes, procedures and  
practical guides governing certain important procedures at the  
operating level. These codes explain the Group’s values and  
describe its principles for behavior and conduct with regard to  
employees, shareholders, clients, suppliers and competitors. They  
mention principles for individual behavior that all employees are  
expected to respect and the conduct that is expected in countries  
where the Group is present.  
The broad range of activities and countries in which the Group  
operates requires analysis on a local level, by business segment, of  
the associated legal, contractual and political risks. Compliance  
programs with regards to competition law matters are implemented  
by the Group to ensure compliance with applicable legislation.  
Business units are responsible for the evaluation of their industrial  
and environmental risks and for the implementation of the  
regulatory requirements of the countries where these activities are  
located as well as any directive or recommendation in this field  
defined at the Group or division level. TOTAL’s entities are also  
responsible for actively monitoring developments and complying  
with local and international rules and standards for the evaluation  
and management of industrial and environmental risks. Risk  
evaluations lead to the establishment of management measures  
that are designed to prevent and decrease environmental impacts,  
to minimize the risks of accidents and to limit their consequences.  
The Group’s senior management receives regular training on the  
content and the importance of proper conduct, which is  
documented in the code of conduct and available on the Group’s  
website. Each year, the chief executive and financial officers of  
profit centers or subsidiaries provide internal written  
representations to the Chief Financial Officer that they have  
complied with internal control procedures and that the financial  
reporting under their responsibility is accurate.  
The “Risk Factors” section (Chapter 4) of this Registration  
Document contains a formal and extensive description of the  
principal risks faced by the Group and how the Group manages  
these risks.  
The Group’s Ethics Committee has implemented a program to  
prevent insider trading. This program alerts employees to their  
status as permanent or temporary insiders and warns them that  
they are prohibited from trading Group securities during certain  
periods.  
Internal control operations  
Internal control procedures, particularly financial reporting systems,  
are designed to take into account the specific nature of these risks  
and the degree to which operational control is delegated to the  
business segments and profit centers.  
These control principles are part of the corporate governance  
framework described above. The Audit Committee is responsible  
for monitoring the efficiency of internal controls systems and risk  
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Article L. 225-37 of the French Commercial Code)  
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Management exercises operational control over the Group’s  
activities through the Executive Committee’s approval of  
investments and commitments for projects, based on defined  
thresholds. These projects are subject to prior vetting by the Risk  
Committee, whose report is presented to the Executive Committee.  
The Information Technology Department has developed and  
distributed rules for governance and security that describe the  
recommended infrastructure, organization and procedures to  
maintain information systems that are adapted to the needs of the  
Group and to limit information security risks. These rules are  
implemented throughout the Group under the responsibility of the  
various operating divisions.  
Control is primarily based on a strategic plan which is reviewed  
annually, an annual budget, monthly management financial reports  
with in-depth analysis of differences between actual and budgeted  
expenditures, and a quarterly reconciliation between consolidated  
financial statements and management reports. These procedures  
are supervised at the Finance Department by the Budget-  
Management Accounting and the Accounting Departments, and are  
conducted according to accepted financial reporting methods that  
conform to the accounting standards used to publish the Group’s  
accounts. The financial measures and accounting methods used  
allow the accurate measure of risks and return on average capital  
employed (ROACE).  
Internal control procedures intended to prevent industrial or  
environmental risks are implemented at the profit centers. External  
certification or third-party audits are conducted for some of the  
management systems related to this type of risk. More detailed  
information on TOTAL’s actions regarding safety and environmental  
concerns is provided in the separate report entitled Environment  
and Society.  
 Documentation and communication of  
internal control procedures  
The Group’s Accounting Department centralizes the interpretation  
and application of accounting standards applicable to the Group’s  
consolidated accounts and transmits these standards through  
formal procedures and a financial reporting manual. This  
Department monitors the effective implementation of standards  
throughout the Group through periodic, formal communication with  
management at the operating level. This Department also  
periodically reports any exceptions to the Chief Financial Officer.  
Internal control procedures are defined at each of the three  
operating levels: general rules at the Group level; sector specific  
procedures at the business segment level; and more specific  
procedures at the profit center and subsidiary level. These  
procedures are circulated in memorandum, and are also available  
on the intranet sites of the Group and, where applicable, those of  
the business segments.  
The principal procedures regarding financial controls established at  
the Group level cover acquisitions and disposals, capital  
expenditures, financing and cash management, budget  
management and financial reporting. Disclosure controls and  
procedures for financial information are in place. At the operating  
level, procedures, directives or recommendations cover mainly  
safety and security (both industrial and information technology),  
health, environment and sustainable development  
The Treasury Department monitors and manages the risks related  
to cash management operations as well as to interest rate related  
and foreign exchange related financial instruments in accordance  
with specific rules defined by the Group’s management. Cash and  
cash equivalents, financial positions and financial instruments are  
centralized by the Treasury Department.  
Oil and gas reserves are reviewed by a committee of experts (the  
Reserves Committee), approved by the senior management of the  
Exploration & Production division and then confirmed by the  
Group’s management.  
The procedures for the business segments primarily concern  
management supervision specific to each sector. At the profit  
center and subsidiary level, the principles of the Group’s overall  
framework are implemented through the creation of specific  
procedures adapted to the size and context of operations.  
The Disclosure Committee, whose members are the managers of  
the principal non-operating departments in the Group, establishes  
and maintains procedures designed to ensure the quality and  
accuracy of external communications intended for the public and  
financial markets.  
Internal control supervision  
The holding company, each business segment and the profit  
centers and subsidiaries are responsible together for supervising  
internal control by monitoring the elements assigned to each of  
them.  
At the profit center and subsidiary level, daily control operations are  
organized around the principal operational processes: exploration  
and reserves, purchasing, capital expenditures, production, sales,  
oil and gas trading, inventories, human resources, financing and  
cash management.  
Internal control audits are primarily conducted by the Group Audit  
Department, which reports to the Executive Committee through the  
Chief Administrative Officer. Internal audits are planned annually.  
The reports from these audits are periodically summarized and  
presented to the Audit Committee and, thereby, to the Board of  
Directors.  
The Group has implemented a wide range of procedures and  
programs that help to prevent, detect and limit different types of  
fraud. This effort is supported by the principles and conduct  
described in the Group’s code of conduct and in procedures and  
codes issued at the operating level. The Group has also  
implemented an ethics alert system for employees and third parties  
to report circumstances that might amount to fraud or other  
violations related to accounting and internal control.  
In 2009, the Group Audit Department employed seventy-five  
professionals and conducted nearly 200 audits. The Vice President  
of Group Internal Audit Department attended all the meetings held  
by the Audit Committee and presented internal audit activity on a  
quarterly basis.  
TOTAL / 103  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
5
CORPORATE GOVERNANCE  
The Group’s management is responsible for implementing and  
evaluating internal control over financial reporting. In this context,  
the Group conducted in 2008 an evaluation of the quality of  
execution of the Group’s internal control procedures, based on the  
COSO framework, covering the principal entities of the Group. The  
Group, with the assistance of its principal entities and the Group  
Audit Department as coordinated by the officer in charge of internal  
control compliance with regulations related to financial information,  
also examined and evaluated in 2009 the design and effectiveness  
of the key operational, information systems and financial controls  
related to internal control over financial reporting pursuant to  
section 404 of the Sarbanes-Oxley Act. Based on this internal  
evaluation, the Group’s management concluded that internal  
control over financial reporting was effective.  
Policy for determining the  
compensation and other benefits of  
the Chairman and of the Chief  
Executive Officer  
Based on a proposal by the Compensation Committee, the Board  
adopted the following policy for determining the compensation and  
other benefits of the Chairman and of the Chief Executive Officer:  
o Compensation and benefits for the Chairman and the Chief  
Executive Officer are set by the Board of Directors after  
considering proposals from the Compensation Committee. Such  
compensation shall be reasonable and fair, in a context that  
values both teamwork and motivation within the Company.  
The statutory auditors perform those verifications of internal control  
that they deem necessary as part of the mission to certify the  
Group’s accounts and present their observations to the Audit  
Committee.  
For the year 2009, the statutory auditors evaluated the  
implementation of the Group’s internal control framework and the  
design and execution at its principal entities of the Group’s key  
internal controls over financial reporting. Based on the work  
performed, the statutory auditors declared that they had no  
comments on the information and conclusions related to this  
subject presented in this report.  
Compensation for the Chairman and the Chief Executive Officer  
is related to market practice, work performed, results achieved  
and responsibilities held.  
o Compensation for the Chairman and the Chief Executive Officer  
includes both a fixed portion and a variable portion, each of  
which is reviewed annually.  
o The amount of variable compensation may not exceed a stated  
percentage of fixed compensation. Variable compensation is  
determined based on pre-defined quantitative and qualitative  
criteria. Quantitative criteria are limited in number, objective,  
measurable and adapted to the Group’s strategy.  
Particular conditions regarding  
participation at Shareholders’  
Meeting  
Variable compensation is designed to reward short-term  
performance and progress towards medium-term objectives. The  
qualitative criteria for variable compensation are designed to  
allow exceptional circumstances to be taken into account, when  
appropriate.  
Shareholders’ Meetings are convened and deliberate under the  
conditions provided for by law. However, pursuant to Article 18 of  
the Company’s by-laws, double voting rights are granted to all  
registered shares held continuously in the name of the same  
shareholder for at least two years. Article 18 of the Company’s  
by-laws also provides that at Shareholders’ Meetings, no  
shareholder may cast, by himself or through his agent, on the basis  
of the single voting rights attached to the shares he holds directly or  
indirectly and the shares for which he holds powers, more than  
o The Group does not have any specific pension plan for the  
Chairman and the Chief Executive Officer. They are eligible for  
retirement benefits and pensions available to other employees of  
the Group under conditions determined by the Board.  
o Stock options are designed to align the long-term interests of the  
Chairman and the Chief Executive Officer with those of the  
shareholders.  
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0% of the total number of voting rights attached to the Company’s  
shares. However, if a shareholder holds double voting rights, this  
limit may be greater than 10%, but shall not exceed 20%.  
Awards of stock options are considered in light of the amount of  
the total compensation paid to the Chairman and the Chief  
Executive Officer. The exercise of stock options to which the  
Chairman and the Chief Executive Officer are entitled is subject  
to a performance condition.  
For more detailed information on these conditions, see Chapter 8  
General Information – Shareholders’ Meetings) of this Registration  
Document.  
(
The exercise price for stock options awarded is not discounted  
compared to the market price, at the time of the grant, for the  
underlying share.  
Information mentioned in Article  
L. 225-100-3 of the French  
Commercial Code  
Stock options are awarded at regular intervals to prevent any  
opportunistic behavior.  
This information is provided in Chapter 8 (General information –  
Agreements mentioned in Article L. 225-100-3 of the French  
Commercial Code) of this Registration Document.  
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Article L. 225-37 of the French Commercial Code)  
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CORPORATE GOVERNANCE  
The Board has put in place restrictions on the transfer of a  
portion of shares issued upon the exercise of options.  
This report, which has been prepared with the assistance of the  
relevant corporate departments of the Company, has been  
approved by the Board of Directors at its meeting on  
February 10, 2010, after the Board’s Committees reviewed the  
sections relevant to their respective duties.  
o After three years in office, the Chairman and Chief Executive  
Officer are required to hold at least the number of Company  
shares set by the Board.  
o The Chairman and Chief Executive Officer do not receive  
restricted share grants.  
Thierry Desmarest  
Chairman of the Board of Directors  
TOTAL / 105  
Statutory auditors’ report  
(Article L. 225-235 of the French Commercial Code)  
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CORPORATE GOVERNANCE  
Statutory auditors’ report  
Article L. 225-235 of the French Commercial Code)  
(
This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This  
report should be read in conjunction and construed in accordance with French law and the relevant professional auditing standards applicable  
in France.  
Statutory Auditors’ report, prepared in accordance with Article L. 225-235 of the French Commercial Law (“Code de commerce”), on the report  
prepared by the Chairman of the Board of Directors of the Company TOTAL S.A.  
Year ended December 31, 2009  
To the Shareholders,  
In our capacity as Statutory Auditors of TOTAL S.A., and in accordance with Article L. 225-235 of the French Commercial Law (“Code de  
commerce”), we hereby report on the report prepared by the Chairman of your company in accordance with Article L. 225-37 of the French  
Commercial Law for the year ended 31 December 2009.  
It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report on the internal control and risk  
management procedures implemented by the company and containing the other disclosures required by Article L. 225-37 of the French  
Commercial Law (“Code de Commerce”) relating especially to corporate governance.  
It is our responsibility to:  
o report to you on the information contained in the Chairman’s report in respect of the internal control procedures relating to the preparation  
and processing of the accounting and financial information, and  
o attest that this report contains the other disclosures required by Article L. 225-37 of the French Commercial Law (“Code de commerce”), it  
being specified that we are not responsible for verifying the fairness of these other disclosures.  
We conducted our work in accordance with professional standards applicable in France.  
Information on the internal control procedures relating to the preparation and  
processing of accounting and financial information  
These standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman’s report  
in respect of the internal control procedures relating to the preparation and processing of the accounting and financial information. These  
procedures consisted mainly in:  
o obtaining an understanding of the internal control procedures relating to the preparation and processing of the accounting and financial  
information on which the information presented in the Chairman’s report is based and of the existing documentation;  
o obtaining an understanding of the work involved in the preparation of this information and of the existing documentation;  
o obtaining an understanding of the evaluation process in place and assessing the quality and appropriateness of its documentation with  
respect to the information on the evaluation of internal control procedures;  
o determining if any significant weaknesses in the internal control procedures relating to the preparation and processing of the accounting and  
financial information that we would have noted in the course of our engagement are properly disclosed in the Chairman’s report.  
On the basis of our work, we have nothing to report on the information in respect of the company’s internal control procedures relating to the  
preparation and processing of accounting and financial information contained in the report prepared by the Chairman of the Board in  
accordance with Article L. 225-37 of the French Commercial Law (“Code de Commerce”).  
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Article L. 225-235 of the French Commercial Code)  
(
CORPORATE GOVERNANCE  
Other information  
We hereby attest that the Chairman’s report includes the other disclosures required by Article L. 225-37 of the French Commercial Law (“Code  
de commerce”).  
Paris La Défense, March 31, 2010  
The Statutory Auditors  
French original signed by  
KPMG Audit  
A department of KPMG S.A  
ERNST & YOUNG AUDIT  
Pascal Macioce  
Jay Nirsimloo  
TOTAL / 107  
5
CORPORATE GOVERNANCE  
Management  
Management  
General Management  
The Management Committee  
At its meeting on February 13, 2007, the Board of Directors, based  
on the recommendation of the Nominating & Compensation  
Committee, resolved to have separate individuals serve in the  
positions of Chairman of the Board and of Chief Executive Officer of  
the Company to ensure continuity during changes to the Group’s  
management.  
The Group Management Committee facilitates coordination among  
the divisions and monitors the operating results and activity reports  
of these divisions.  
In addition to the members of the Executive Committee, the  
following eighteen individuals from various non-operating  
departments and operating divisions served as members of the  
Management Committee as of December 31, 2009:  
The management form selected shall remain in effect until a  
decision to the contrary is made by the Board of Directors.  
Corporate  
René Chappaz, Yves-Marie Dalibard, Peter Herbel, Jean-Marc  
Jaubert, Manoelle Lepoutre, Jean-François Minster, Jean-Jacques  
Mosconi, François Viaud.  
The Executive Committee  
Upstream  
Marc Blaizot, Philippe Boisseau, Jacques Marraud des Grottes,  
Patrick Pouyanné.  
The Executive Committee, under the responsibility of the Chief  
Executive Officer, is the primary decision-making body of the  
Group. It implements the strategy formulated by the Board of  
Directors and authorizes related investments, subject to the  
approval by the Board of Directors for investments exceeding 3%  
of the Group’s equity.  
Downstream  
Pierre Barbé, Alain Champeaux, Eric de Menten, Bertrand  
Deroubaix, André Tricoire.  
The following individuals were members of the Executive  
Committee as of December 31, 2009:  
Chemicals  
Françoise Leroy.  
o Christophe de Margerie, Chairman of the Executive Committee  
(
Chief Executive Officer);  
o François Cornélis, Vice Chairman of the Executive Committee  
President of the Chemicals segment);  
(
o Michel Bénézit (President of the Refining & Marketing division);  
o Yves-Louis Darricarrère (President of the Exploration &  
Production division);  
o Jean-Jacques Guilbaud (Chief Administrative Officer); and  
o Patrick de La Chevardière (Chief Financial Officer).  
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Statutory auditors  
CORPORATE GOVERNANCE  
Statutory auditors  
Statutory auditors  
Alternate auditors  
Ernst & Young Audit  
Jean-Luc Decornoy  
4
1, rue Ybry, 92576 Neuilly-sur-Seine Cedex  
2
bis, rue de Villiers, 92300 Levallois-Perret  
Appointed on May 14, 2004 for a 6-year term  
P. Macioce  
Appointed on May 14, 2004 for a 6-year term  
Pierre Jouanne  
KPMG Audit  
41, rue Ybry, 92576 Neuilly-sur-Seine Cedex  
A department of KPMG S.A.  
Appointed on May 14, 2004 for a 6-year term  
1
, cours Valmy, 92923 Paris-La Défense  
Appointed on May 13, 1998 for a 6-year term  
Appointment renewed on May 14, 2004, for an additional 6-year  
term.  
J. Nirsimloo  
Auditor’s term of office  
French law provides that the statutory and alternate auditors are appointed for renewable 6-year terms. The terms of office of the statutory  
auditors and of the alternate auditors expire at the conclusion of the Shareholders’ Meeting of May 21, 2010.  
The renewal of the statutory auditors’ term of office as well as the appointment of alternate auditors will be proposed to this Shareholders’  
Meeting.  
Fees received by the statutory auditors (including members of their network)  
Ernst & Young Audit  
Amount  
KPMG Audit  
Amount  
(excluding VAT)  
(
excluding VAT)  
%
%
(
M)  
2009  
2008  
2009  
2008  
2009  
2008  
2009  
2008  
Audit  
o Audit and certification of the parent company and consolidated  
accounts  
TOTAL S.A.  
Consolidated subsidiaries  
3.3  
14.4  
3.3  
14.4  
16.5  
72.0  
16.1  
70.2  
3.5  
12.5  
3.5  
12.4  
17.1  
61.3  
16.9  
59.9  
o Other work and services directly related to the responsibilities of  
statutory auditors  
TOTAL S.A.  
0.2  
0.6  
0.2  
0.8  
1.0  
3.0  
1.0  
3.9  
1.0  
1.9  
1.2  
2.2  
4.9  
9.3  
5.8  
10.6  
Consolidated subsidiaries  
Sub-total  
18.5  
18.7  
92.5  
91.2  
18.9  
19.3  
92.6  
93.2  
Other services provided by the network to consolidated subsidiaries  
o Legal, tax, corporate  
o Other  
1.4  
0.1  
1.8  
0.0  
7.0  
0.5  
8.8  
0.0  
1.2  
0.3  
1.2  
0.2  
5.9  
1.5  
5.8  
1.0  
Sub-total  
Total  
1.5  
1.8  
7.5  
8.8  
1.5  
1.4  
7.4  
6.8  
20.0  
20.5  
100  
100  
20.4  
20.7  
100  
100  
TOTAL / 109  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
Compensation of the Board of Directors and executive  
officers  
Chairman of the Audit Committee who was paid 30,000 and the  
other Audit Committee members who were paid 25,000;  
Board Compensation  
o each director was paid 5,000 for each meeting of the Board of  
Directors, of the Audit Committee, of the Compensation  
Committee or of the Nominating & Governance Committee  
attended, such amount being increased to 7,000 for those  
directors who reside outside of France; and  
The amount paid to the members of the Board of Directors as  
directors’ fees was 0.97 million in 2009 in accordance with the  
decision of the Shareholders’ Meeting held on May 11, 2007. There  
were fifteen directors as of December 31, 2009, compared to  
sixteen directors as of December 31, 2008.  
o neither the Chairman of the Board, nor the Chief Executive Officer  
received directors’ fees as directors of TOTAL S.A. or any other  
company of the Group.  
Compensation was paid to the members of the Board of Directors  
in 2009 based on the following principles, which remained  
unchanged from 2008.  
A table summarizing the total compensation (including in-kind  
benefits) paid to each director during the last two fiscal years  
(Article L. 225-102-1 of the French Commercial Code, 1 and 2nd  
paragraphs) is provided on page 116 of this Registration Document.  
st  
o a fixed amount of 20,000 was paid to each director (paid prorata  
temporis in case of a change during the period), apart from the  
Directors attendance at the Board and Committees meetings in 2009  
Nominating &  
Governance  
Committee  
Board of  
Audit Compensation  
Directors Committee  
Committee  
Number of meetings in 2009  
Thierry Desmarest  
Christophe de Margerie  
Patrick Artus  
8
6
2
2
8
2
8
3 (a)  
8
Patricia Barbizet  
6 (b)  
Daniel Boeuf  
8
Daniel Bouton  
8
Bertrand Collomb  
Paul Desmarais Jr.  
Bertrand Jacquillat  
Antoine Jeancourt-Galignani  
Anne Lauvergeon  
Lord Peter Levene of Portsoken  
Claude Mandil  
7
2
2
4
8
6
4 (c)  
5
3 (d)  
7
7
Michel Pébereau  
6
2
2
2
2
Thierry de Rudder  
Serge Tchuruk  
7
6
8
Pierre Vaillaud  
4 (c)  
(
(
(
(
a) Director since May 15, 2009.  
b) Chairperson of the Audit Committee since July 28, 2009.  
c) Director until May 15, 2009.  
d) Chairman of the Audit Committee until May 15, 2009.  
1
10 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
Group’s business segments. The variable portion can reach a  
maximum amount of 140% of the fixed base salary, which may be  
increased up to 165% for exceptional performance. The objectives  
related to personal contribution were considered to be mostly  
fulfilled, and taking into account the comparison of TOTAL’s  
earnings with the major international oil companies that are its  
competitors, the variable portion paid to the Chief Executive Officer  
in 2010 for his contribution in 2009 amounted to 1,356,991.  
Compensation of the Chairman  
(See summary tables on pages 115 to 117 of this Registration  
Document)  
The total gross compensation paid to Mr. Desmarest for fiscal 2009  
was set by the Board of Directors, based upon the proposal of the  
Compensation Committee. This compensation is composed of a  
fixed base salary of 1,100,000 and a variable portion.  
The total gross compensation paid to the Chief Executive Officer for  
fiscal year 2009 amounted to 2,666,991.  
Mr. Christophe de Margerie’s total gross compensation for fiscal  
2
008 amounted to 2,802,875, composed of a fixed-base salary of  
The variable portion is calculated by taking into account the  
Group’s return on equity, the Group’s earnings compared to those  
of other major international oil companies, as well as the  
Chairman’s personal contribution to the Group’s strategy, corporate  
governance and performance. The variable portion can reach a  
maximum amount of 100% of the fixed base salary. The objectives  
related to personal contribution were considered to be mostly  
fulfilled, and taking into account the comparison of TOTAL’s  
earnings with the major international oil companies that are its  
competitors, the variable portion paid to the Chairman in 2010 for  
his contribution in 2009 amounted to 871,852.  
1,250,000 and a variable portion of 1,552,875 paid in 2009.  
Mr. Christophe de Margerie has the use of a company car.  
Executive Officer compensation  
The total gross compensation paid to the Chairman for fiscal year  
2
009 amounted to 1,971,852.  
In 2009, the aggregate amount paid directly or indirectly by the  
French and foreign affiliates of the Company as compensation to  
the executive officers of TOTAL in office as of December 31, 2009  
Mr. Thierry Desmarest’s total gross compensation for fiscal 2008,  
as Chairman of the Board of Directors, amounted to 2,069,430,  
composed of a fixed base salary of 1,100,000 and a variable  
portion of 969,430 paid in 2009.  
(
members of the Management Committee and the Treasurer,  
twenty-five individuals) as a group was 17.1 million, including  
8 million paid to the six members of the Executive Committee.  
Variable compensation accounted for 44.5% of the aggregate  
amount of 17.1 million paid to executive officers.  
Mr. Desmarest does not receive any in-kind benefits.  
The following individuals were executive officers of the Group as of  
December 31, 2009 (twenty-five individuals compared to  
twenty-eight individuals as of December 31, 2008):  
Compensation of the Chief Executive  
Officer  
Management Committee  
Christophe de Margerie *  
François Cornélis *  
Michel Bénézit *  
Bertrand Deroubaix  
Peter Herbel  
Jean-Marc Jaubert  
Manoelle Lepoutre  
Françoise Leroy  
Jacques Marraud des Grottes  
Éric de Menten  
Yves-Louis Darricarrère *  
Jean-Jacques Guilbaud *  
Patrick de La Chevardière *  
Pierre Barbé  
(
See summary tables on pages 115 to 117 of this Registration  
Document)  
Marc Blaizot  
Philippe Boisseau  
Alain Champeaux  
René Chappaz  
Yves-Marie Dalibard  
Jean-François Minster  
Jean-Jacques Mosconi  
Patrick Pouyanné  
André Tricoire  
The total gross compensation paid to Mr. de Margerie for fiscal  
2
009 was set by the Board of Directors, based upon the proposal of  
the Compensation Committee. This compensation is composed of  
a fixed base salary of 1,310,000 and a variable portion.  
François Viaud  
The variable portion is calculated by taking into account the  
Group’s return on equity, the Group’s earnings compared to those  
of other major international oil companies, as well as the Chief  
Executive Officer’s personal contribution to the Group’s strategy,  
evaluated on the basis of objective operational criteria related to the  
Treasurer  
Jérôme Schmitt  
*
Member of the Executive Committee  
TOTAL / 111  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
5
)If the Chairman or the Chief Executive Officer’s employment is  
terminated or his term of office is not renewed by the Company,  
he is eligible for severance benefits equal to two times his gross  
annual compensation. The calculation will be based on the gross  
compensation (including both fixed and variable) paid in the  
Pension and other commitments  
(
Article L. 225-102-1, paragraph 3, of  
the French Commercial Code)  
12-month period preceding the termination or the non-renewal of  
his term of office.  
The severance benefits to be paid upon a change of control or a  
change of strategy of the Company are cancelled in the case of  
gross negligence or wilful misconduct or if the Chairman or the  
Chief Executive Officer leaves the Company of his own volition,  
accepts new responsibilities within the Group, or may claim full  
retirement benefits within a short time period.  
1
)The Chairman and the Chief Executive Officer, pursuant to  
applicable law, are eligible for the French social security benefits,  
ARRCO (French Association for Complementary Pension  
Schemes) and AGIRC (French executive pension scheme  
federation) complementary pensions, RECOSUP (French  
Collective Supplementary Pension Scheme) defined benefit  
pension plan, and the supplementary pension plan created by the  
Company. This supplementary pension plan, which is not limited  
to the Chairman and the Chief Executive Officer, is detailed  
below.  
Since Mr. Desmarest is eligible to claim his full retirement  
benefits, these provisions are only relevant to Mr. de Margerie.  
6
7
)The commitments related to the supplementary pension plan,  
retirement benefits and severance benefits upon termination of  
employment or term of office are subject to the procedure for  
regulated agreements set forth in article L. 225-38 of the French  
Commercial Code.  
2
)The Chairman and the Chief Executive Officer are eligible for a  
supplementary pension plan open to all employees of the Group  
whose annual compensation is greater than the annual French  
social security threshold multiplied by eight.  
)Pursuant to the provisions of the French law of August 21, 2007,  
which modifies article L. 225-42-1 of the French Commercial  
Code, the commitments described in items 4) and 5) above are  
subject to performance conditions.  
This supplementary pension plan is financed and managed by  
TOTAL S.A. to award a pension that is based on the period of  
employment (up to a limit of twenty years) and the portion of  
annual gross compensation (including fixed and variable portions)  
that exceeds by at least eight times the annual French social  
security threshold. This pension is indexed to the ARRCO index.  
These performance conditions are deemed to be met if at least  
two of the three following criteria are satisfied:  
o the average ROE (Return On Equity) over the three years  
immediately preceding the year in which the officer retires is at  
least 12%;  
o the average ROACE (Return On Average Capital Employed) over  
the three years immediately preceding the year in which the  
officer retires is at least 10%;  
As of December 31, 2009, the Group’s supplementary pension  
obligations related to the Chairman are the equivalent of an  
annual pension of 26.3% of the Chairman’s 2009 compensation.  
o The Company’s oil and gas production growth over the three  
years immediately preceding the year in which the officer retires  
is greater than or equal to the average production growth of  
ExxonMobil, Shell, BP and Chevron.  
For the Chief Executive Officer, the Group’s pension obligations  
are, as of December 31, 2009, the equivalent of an annual  
pension of 18.8% of his 2009 compensation.  
8
)In addition, the Company has the following pension  
commitments, (described in paragraph 2, above) as defined  
under French law, to Messrs. Tchuruk and Vaillaud:  
3
4
)The Company also funds a life insurance policy which guarantees  
a payment, upon death, equal to two years’ compensation (both  
fixed and variable), increased to three years upon accidental  
death, as well as, in case of disability, a payment proportional to  
the degree of disability.  
o The Company has funded an annual supplementary pension for  
Mr. Tchuruk related to his previous employment by the Group of  
approximately 74,379 (December 31, 2009 value) indexed to the  
ARRCO index.  
)The Chairman and the Chief Executive Officer are also entitled to  
retirement benefits equal to those available to eligible members  
of the Group under the French National Collective Bargaining  
Agreement for the Petroleum. This benefit amounts to 25% of the  
annual compensation (including fixed and variable portions) of the  
o The Company has funded supplementary pension for Mr. Vaillaud  
related to his previous employment by the Group of  
approximately 53,431 indexed to the ARRCO index.  
9)At year end 2009, the total amount of the Group’s pension  
commitments related to the directors of the Group is equal to  
28.1 million.  
1
2-month period preceding the retirement of the Chairman and  
the Chief Executive Officer.  
1
12 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
Benefits  
Benefits or advantages related to a  
due or likely to be due upon non-compete  
termination or change of office agreement  
NO NO  
Benefits or advantages  
due or likely to be due after  
termination or change of office  
Summary table  
as of February 28, 2010  
Employment  
contract  
Thierry Desmarest  
NO  
YES  
(retirement benefit) (b)  
(supplementary pension plan also  
applicable to some Group  
employees)  
Chairman of the Board of Directors  
Member of the Board since  
(
a)  
May 1995  
Expiry of current term of office:  
May 21, 2010 Shareholders’ Meeting  
Christophe de Margerie  
Chief Executive Officer  
NO  
YES  
NO  
YES  
(termination benefit) (  
c)  
(retirement benefit)  
(c)  
Member of the Board since February  
(supplementary pension plan also  
applicable to some Group  
employees)  
2
007  
Expiry of current term of office: The  
Shareholders’ Meeting called in 2012  
to approve the financial statements for  
the year ending December 31, 2011  
(
(
(
a) Chairman and Chief Executive Officer until February 13, 2007, and Chairman of the Board of Directors since February 14, 2007.  
b) Payment subject to a performance condition in accordance with the decision of the Board of Directors on February 11, 2009.  
c) Payment subject to a performance condition in accordance with the decision of the Board of Directors on February 11, 2009, and confirmed by the Board of Directors on  
May 15, 2009.  
condition is defined in advance by the Board of Directors on  
Stock options and restricted share  
grants policy  
recommendations by the Compensation Committee. At the end of  
this vesting period, and subject to the conditions set, the restricted  
share grants become final. However, these shares may not be  
transferred prior to the end of an additional 2-year mandatory  
holding period.  
General policy  
For the 2009 restricted share grant, the Board of Directors required  
that, for each beneficiary of more than 100 shares, half of the  
shares in excess of this number will be finally granted subject to a  
performance condition. This condition is based on the average ROE  
of the Group as published by TOTAL. The average ROE is  
calculated based on the Group’s consolidated balance sheet and  
statement of income for fiscal years 2009 and 2010. The acquisition  
rate:  
Stock options and restricted share grants concern only TOTAL  
shares. No options for or restricted grants of shares of any of the  
Group’s listed subsidiaries are awarded.  
All plans are approved by the Board of Directors, based on  
recommendations by the Compensation Committee. For each plan,  
the Compensation Committee recommends a list of the  
beneficiaries and the number of options or restricted shares granted  
to each beneficiary. The Board of Directors then gives final approval  
for this list.  
o is equal to zero if the average ROE is less than or equal to 7%;  
o varies on a straight-line basis between 0% and 100% if the  
average ROE is more than 7% and less than 18%; and  
Stock options have a term of eight years, with an exercise price set  
at the average of the opening share prices during the twenty trading  
days prior to the award date, without any discount being applied.  
For the option plans established after 2002, options may only be  
exercised after an initial 2-year period and the shares issued upon  
exercise may not be transferred prior to the termination of an  
additional 2-year holding period. For the 2007, 2008 and 2009  
share subscription option plans, the transfer or conversion to bearer  
shares of shares issued from the exercise of stock options, for the  
beneficiaries of an employment contract with a non-French  
subsidiary on the date of the award, can take place after the  
termination of the initial 2-year period.  
o is equal to 100% if the average ROE is more than or equal to  
18%.  
For the 2007 and 2008 Plans, the performance condition stated that  
the restricted shares finally granted was based on the ROE of the  
Group related to the fiscal year preceding the year of the final grant.  
The acquisition rate:  
o is equal to zero if the ROE is less than or equal to 10%;  
o varies on a straight-line basis between 0% and 80% if the ROE is  
more than 10% or less than 18%;  
o varies on a straight-line basis between 80% and 100% if the ROE  
is more than or equal to 18% or less than 30%; and  
Restricted share grants become final after a 2-year vesting period,  
subject to a continued employment condition and a performance  
condition based on the ROE of the Group. This performance  
o is equal to 100% if the ROE is more than or equal to 30%.  
TOTAL / 113  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
The grant of these options or restricted shares is used to  
18%; and is equal to 100% if the average ROE is more than or  
complement, based upon individual performance assessments at  
the time of each plan, the Group-wide policy of developing  
employee shareholding (including savings plans, and capital  
increases reserved for employees) which allows employees to be  
more closely associated with the financial and share price  
performance of TOTAL (see pages 128 and 131 of this Registration  
Document).  
equal to 18%.  
o For 50% of the share subscription options granted, the second  
performance condition states that the number of options finally  
granted is related to the average ROACE of the Group as  
published by TOTAL. The average ROACE is calculated based on  
the Group’s consolidated balance sheet and statement of income  
for fiscal years 2009 and 2010. The acquisition rate is equal to  
zero if the average ROACE is less than or equal to 6%, varies on  
a straight-line basis between 0% and 100% if the average  
ROACE is more than 6% and less than 15%, and is equal to  
Grants to the Chairman, the Chief Executive  
Officer and executive officers  
100% if the average ROACE is more than or equal to 15%.  
Pursuant to the provisions of French law No. 2006-1770 of  
December 30, 2006, the Board of Directors decided that, for the  
In addition, as part of the 2009 share subscription option plan, the  
Board of Directors required that for each beneficiary other than the  
CEO of more than 25,000 options, one third of the options granted  
in excess of this number will be finally granted subject to a  
performance condition. This condition is based on the average ROE  
of the Group as published by TOTAL. The average ROE is  
calculated based on the Group’s consolidated balance sheet and  
statement of income for fiscal years 2009 and 2010. The acquisition  
rate:  
2
007, 2008 and 2009 share subscription option plans, the Chairman  
of the Board and the Chief Executive Officer will have to hold a  
number of TOTAL shares representing 50% of the capital gains, net  
of tax and related contributions, resulting from the exercise of stock  
options under these plans. Once the Chairman and the Chief  
Executive Officer hold a number of shares (including shares or  
interests in collective investment funds invested in Company  
securities) corresponding to more than five times their current gross  
annual fixed salary, this holding requirement will be reduced to  
1
0%. If in the future this ratio is no longer met, the previous 50%  
o is equal to zero if the average ROE is less than or equal to 7%;  
holding requirement will once again apply.  
o varies on a straight-line basis between 0% and 100% if the  
average ROE is more than 7% and less than 18%; and  
The Chairman of the Board of Directors was not granted any share  
subscription options under the 2008 and 2009 plans.  
o is equal to 100% if the average ROE is more than or equal to  
18%.  
In addition, the Chairman of the Board of Directors and the Chief  
Executive Officer were not granted any restricted shares under the  
As part of the 2007 and 2008 share subscription option plans, the  
Board required that, for each beneficiary of more than 25,000  
options, one third of the options granted in excess of this number  
be subject to a performance condition. This performance condition  
states that the final acquisition rate is based on the ROE of the  
Group. The ROE is calculated based on the consolidated accounts  
published by TOTAL and related to the fiscal year preceding the  
final grant. The acquisition rate:  
2
006, 2007, 2008 and 2009 plans.  
As part of the 2009 share subscription option plan, the Board of  
Directors required that, for the Chief Executive Officer, the number  
of share subscription options finally granted will be subject to two  
performance conditions:  
o For 50% of the share subscription options granted, the first  
performance condition states that the number of options finally  
granted is based on the average ROE of the Group as published  
by TOTAL. The average ROE is calculated based on the Group’s  
consolidated balance sheet and statement of income for fiscal  
years 2009 and 2010. The acquisition rate is equal to zero if the  
average ROE is less than or equal to 7%, varies on a straight-line  
basis between 0% and 100% if the average ROE is more than  
o is equal to zero if the ROE is less than or equal to 10%;  
o varies on a straight-line basis between 0% and 80% if the ROE is  
more than 10% or less than 18%;  
o varies on a straight-line basis between 80% and 100% if the ROE  
is more than or equal to 18% or less than 30%; and  
7
% and less than  
o is equal to 100% if the ROE is more than or equal to 30%.  
1
14 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
Summary table for the Chairman and the Chief Executive Officer  
(
AFEP-MEDEF Code for corporate governance of listed companies)  
Summary of compensation, stock options and restricted shares granted to the Chairman and the  
Chief Executive Officer  
For the year ended December 31,  
()  
2009  
2008  
Thierry Desmarest  
Chairman of the Board of Directors  
(
a)  
Compensation  
1,971,852  
2,069,430  
(b)  
Value of options granted  
Value of restricted shares granted (  
c)  
Total  
1,971,852  
2,069,430  
Christophe de Margerie  
Chief Executive Officer  
(
a)  
Compensation  
2,673,771  
1,676,000  
2,808,395  
998,000  
Value of options granted (  
Value of restricted shares granted (  
d)  
c)  
Total  
4,349,771  
3,806,395  
(
(
(
(
a) Compensation detailed in the following table.  
b) The Chairman of the Board was not granted any share subscription options as part of the 2008 and 2009 plans.  
c) The Chairman and Chief Executive Officer were not granted any restricted shares as part of the 2008 and 2009 plans.  
d) Options granted in 2009 are detailed on page 116 of this Registration Document. The value of options granted was calculated on the day they were granted using the Black-  
Scholes model based on the assumptions used for the consolidated accounts (see Note 25 to the Consolidated Financial Statement).  
Compensation of the Chairman and the Chief Executive Officer  
For the year ended 2009  
Amount due for 2009 Amount paid in 2009 (a)  
For the year ended 2008  
Amount due for  
2008 Amount paid in 2008 (a)  
()  
Thierry Desmarest  
Chairman of the Board of Directors  
Fixed compensation  
Variable compensation  
1,100,000  
871,852  
1,100,000  
969,430  
1,100,000  
969,430  
1,100,000  
1,112,199  
(
b)  
Extraordinary compensation  
Directors’ fees  
In-kind benefits  
Total  
1,971,852  
2,069,430  
2,069,430  
2,212,199  
Christophe de Margerie  
Chief Executive Officer  
Fixed compensation  
1,310,000  
1,356,991  
1,310,000  
1,552,875  
1,250,000  
1,552,875  
1,250,000  
1,496,335  
(
c)  
Variable compensation  
Extraordinary compensation  
Directors’ fees  
In-kind benefits  
(
d)  
6,780  
6,780  
5,520  
5,520  
Total  
2,673,771  
2,869,655  
2,808,395  
2,751,855  
(
(
a) Variable portion paid for prior fiscal year.  
b) The variable portion for the Chairman is calculated by taking into account the Group’s return on equity during the relevant fiscal year, the Group’s earnings compared to  
those of other major international oil companies, as well as the Chairman’s personal contribution to the Group strategy, corporate governance and performance. The variable  
portion can reach a maximum amount of 100% of the fixed base salary. The objectives related to personal contribution were considered to be mostly met in 2009.  
c) The variable portion for the Chief Executive Officer is calculated by taking into account the Group’s return on equity during the relevant fiscal year, the Group’s earnings  
compared to those of other major international oil companies as well as the Chief Executive Officer’s personal contribution based on operational target criteria. The variable  
portion can reach a maximum amount of 140% of the fixed base salary, which may be increased up to 165% for exceptional performance. The objectives related to personal  
contribution were considered to be mostly met in 2009.  
(
(
d) Mr. de Margerie has the use of a company car.  
TOTAL / 115  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
Directors’ fees and other compensation received by directors  
Total compensation (including in-kind benefits) paid to each director in the year indicated (Article L. 225-102-1 of the French Commercial  
st  
nd  
Code, 1 and 2 paragraphs)  
()  
2009  
2008  
(
(
(
(
(
a)  
a)  
b)  
c)  
e)  
(a)  
(a)  
Thierry Desmarest  
Christophe de Margerie  
Patrick Artus  
Patricia Barbizet  
Daniel Boeuf  
27,656  
94,192  
272,143  
60,000  
75,000  
48,000  
95,000  
46,013  
45,000  
69,000  
55,000  
70,000  
116,000  
154,379  
80,773  
39,651  
173,910  
40,000  
55,000  
48,000  
90,000  
95,000  
45,000  
41,000  
(d)  
(e)  
Daniel Bouton  
Bertrand Collomb  
Paul Desmarais Jr.  
Bertrand Jacquillat  
Antoine Jeancourt-Galignani  
Anne Lauvergeon  
Peter Levene of Portsoken  
Claude Mandil  
Michel Pébereau  
Thierry de Rudder  
Serge Tchuruk  
(
f) (g)  
27,568 (  
70,000  
d)  
116,000  
(h)  
143,427  
186,873  
(
(
h)  
f) (i)  
(i)  
Pierre Vaillaud  
(
a) For the Chairman of the Board of Directors and the Chief Executive Officer, see summary tables of compensation provided on pages 115 to 117 of this Registration  
Document. Thierry Desmarest and Christophe de Margerie received no directors’ fees for their service on the Company’s Board of Directors.  
b) Appointed as a director on May 15, 2009.  
c) Chairperson of the Audit Committee since July 28, 2009.  
d) Appointed as a director on May 16, 2008.  
a) Including the compensation received from Total Raffinage Marketing (a subsidiary of TOTAL S.A.), representing 123,910.48 in 2008 and 212,143 in 2009.  
f) Director until May 15, 2009.  
g) Chairman of the Audit Committee until May 15, 2009.  
h) Including pension payments related to previous employment by the Group, which amounted to 73,427 in 2008 and 74,379 in 2009.  
i) Including pension payments related to previous employment by the Group, which amounted to 141,873 in 2008 and 53,431 in 2009.  
(
(
(
(
(
(
(
(
Over the past two years, the directors currently in office have not received any compensation or in-kind benefits from companies controlled by  
TOTAL S.A., except for Mr. Daniel Boeuf, who is an employee of Total Raffinage Marketing. The compensation indicated in the table above  
(except for that of the Chairman, the Chief Executive Officer and Messrs. Boeuf, Tchuruk and Vaillaud) consists solely of directors’ fees (gross  
amount) paid during the relevant period. None of the Directors of TOTAL S.A. have service contracts which provide for benefits upon  
termination of employment.  
Stock options granted in 2009 to the Chairman and the Chief Executive Officer  
Number of  
options  
granted  
Type of  
Value of during fiscal Exercise  
Exercise  
period  
options options () (a)  
year  
(b)  
price ()  
Date of plan  
Thierry Desmarest  
2009 Plan Subscription  
Chairman of the Board of Directors  
09/15/2009 options  
Total  
Christophe de Margerie  
Chief Executive Officer  
2009 Plan Subscription  
09/15/2009 options  
1,676,000  
200,000  
39.90 09/16/2011  
09/15/2017  
Total  
1,676,000  
200,000  
Detailed stock option plans for the Chairman and the Chief Executive Officer are provided on pages 121 and 122 of this Registration  
Document.  
(
a) The value of options granted was calculated on the day they were granted using the Black-Scholes model based on the assumptions used for the consolidated accounts (see  
Note 25 to the Consolidated Financial Statement).  
(
b) As part of the share subscription option plan awarded on September 15, 2009, the Board of Directors required that, for the Chief Executive Officer, the number of share  
subscription options finally granted after a 2-year vesting period will be subject to performance conditions (see page 114 of this Registration Document).  
1
16 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
Stock options exercised in 2009 by the Chairman and the Chief Executive Officer  
Detailed stock option plans for the Chairman and the Chief Executive Officer are provided on pages 121 and 122 of this Registration  
Document.  
Number of options  
exercised during  
Date of plan  
fiscal year Exercise price ()  
Thierry Desmarest  
2002 Plan  
45,000  
39.03  
Chairman of the Board of Directors  
07/09/2002  
Total  
45,000  
Christophe de Margerie  
Chief Executive Officer  
Total  
Restricted share grants awarded in 2009 to the Chairman, the Chief Executive Officer or any  
director (conditional award)  
Number  
of shares  
granted  
during fiscal  
Value of  
shares Acquisition Availability Performance  
Date of plan  
year granted ()  
date  
date  
condition  
Thierry Desmarest  
Chairman of the Board of Directors  
2009 Plan  
09/15/2009  
Christophe de Margerie  
Chief Executive Officer  
2009 Plan  
09/15/2009  
Daniel Boeuf  
Director representing the employee shareholders  
2009 Plan  
09/15/2009  
Total  
Restricted shares finally granted in 2009 to the Chairman, the Chief Executive Officer or any  
director  
Number of shares  
finally granted Acquisition  
Date of plan during fiscal year (a)  
condition  
Thierry Desmarest  
Chairman of the Board of Directors  
2007 Plan  
07/17/2007  
Christophe de Margerie  
2007 Plan  
Chief Executive Officer  
07/17/2007  
(b)  
Daniel Boeuf  
Director representing the employee shareholders  
2007 Plan  
07/17/2007  
432  
432  
Total  
(
(
a) Shares finally granted to the beneficiaries after a 2-year vesting period, i.e. on July 18, 2009.  
b) The acquisition rate, connected to the performance condition, was 100% (see page 125 of this Registration Document). Moreover, the transfer of the restricted shares finally  
granted will only be permitted after the end of a 2-year mandatory holding period, i.e. from July 18, 2011.  
TOTAL / 117  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
TOTAL stock options plans  
The following table gives a breakdown of stock options awarded by category of beneficiaries (executive officers, senior managers and other  
employees) for the plans in effect during 2009.  
Average  
Number of  
options  
beneficiaries awarded  
number of  
options per  
Percentage beneficiary (a)  
Number of  
(
a)  
2
001 Plan (b) (c): Purchase options  
Executive Officers (d)  
Senior managers  
Other employees  
21  
281  
295,350  
648,950  
11.0%  
24.1%  
64.9%  
14,064  
2,309  
527  
Decision of the Board on July 10, 2001  
Exercise price: 168.20; discount: 0.0%  
Exercise price as of May 24, 2006: 41.47 (  
3,318  
1,749,075  
a)  
Total  
3,620  
2,693,375  
100%  
744  
2
002 Plan (e) (c): Purchase options  
Executive Officers (d)  
Senior managers  
Other employees  
28  
299  
333,600  
732,500  
11.6%  
25.5%  
62.9%  
11,914  
2,450  
510  
Decision of the Board on July 9, 2002  
Exercise price: 158.30; discount: 0.0%  
3,537  
1,804,750  
Exercise price as of May 24, 2006: 39.03 (a)  
Total  
3,864  
2,870,850  
100%  
743  
2
003 Plan (e) (c): Subscription options  
Executive Officers (d)  
Senior managers  
Other employees  
28  
319  
356,500  
749,206  
12.2%  
25.5%  
62.3%  
12,732  
2,349  
508  
Decision of the Board on July 16, 2003  
Exercise price: 133.20; discount: 0.0%  
Exercise price as of May 24, 2006: 32.84 (a)  
3,603  
1,829,600  
Total  
3,950  
2,935,306  
100%  
743  
2
004 Plan (e): Subscription options  
Executive Officers (d)  
Senior managers  
Other employees  
30  
319  
423,500  
902,400  
12.6%  
26.8%  
60.6%  
14,117  
2,829  
510  
Decision of the Board on July 20, 2004  
Exercise price: 159.40; discount: 0.0%  
Exercise price as of May 24, 2006: 39.30 (  
3,997  
2,039,730  
a)  
a)  
Total  
4,346  
3,365,630  
100%  
774  
2
005 Plan (e): Subscription options  
Executive Officers (d)  
Senior managers  
Other employees  
30  
330  
2,361  
370,040  
574,140  
581,940  
24.3%  
37.6%  
38.1%  
12,335  
1,740  
246  
Decision of the Board on July 19, 2005  
Exercise price: 198.90; discount: 0.0%  
Exercise price as of May 24, 2006: 49.04 (  
Total  
2,721  
1,526,120  
100%  
561  
2
006 Plan (e): Subscription options  
Executive Officers (d)  
Senior managers  
Other employees  
28  
304  
2,253  
1,447,000  
2,120,640  
2,159,600  
25.3%  
37.0%  
37.7%  
51,679  
6,976  
959  
Decision of the Board on July 18, 2006  
Exercise price: 50.60; discount: 0.0%  
Total  
2,585  
5,727,240  
100%  
2,216  
2
007 Plan (e) (f) (g): Subscription options  
Executive Officers (d)  
Senior managers  
Other employees  
27  
298  
2,401  
1,329,360  
2,162,270  
2,335,600  
22.8%  
37.1%  
40.1%  
49,236  
7,256  
973  
Decision of the Board on July 17, 2007  
Exercise price: 60.10; discount: 0.0%  
Total  
2,726  
5,827,230  
100%  
2,138  
2
008 Plan (e) (f): Subscription options  
Executive Officers (d)  
Senior managers  
Other employees  
26  
298  
1,227,500  
1,988,420  
1,233,890  
27.6%  
44.7%  
27.7%  
47,212  
6,673  
730  
Decision of the Board on September 9, 2008,  
and awarded on October 9, 2008  
1,690  
Exercise price: 42.90; discount: 0.0%  
Total  
2,014  
4,449,810  
100%  
2,209  
2
009 Plan (e) (f): Subscription options  
Executive Officers (d)  
Senior managers  
Other employees  
26  
284  
1,742  
1,201,500  
1,825,540  
1,360,460  
27.4%  
41.6%  
31.0%  
46,211  
6,428  
781  
Decision of the Board on September 15, 2009  
Exercise price: 39.90; discount: 0.0%  
Total  
2,052  
4,387,500  
100%  
2,138  
(
(
a) To take into account the spin-off of Arkema, pursuant to Articles 174-9, 174-12 and 174-13 of Decree number 67-236 of March 23, 1967, effective at that time and as of the  
date of the shareholders’ meeting on May 12, 2006, at its meeting of March 14, 2006, the Board of Directors resolved to adjust the rights of holders of TOTAL stock options.  
For each plan and each holder, the exercise prices for TOTAL stock options were multiplied by 0.986147 and the number of unexercised stock options was multiplied by  
1.014048 (and then rounded up), effective as of May 24, 2006. In addition, to take into account the four-for-one stock split approved by the Shareholders’ Meeting on  
May 12, 2006, the exercise price for stock options was divided by four and the number of unexercised stock options was multiplied by four. The presentation in this table of  
the number of options initially awarded has not been adjusted to reflect the four-for-one stock split.  
b) Options are exercisable after January 1, 2005, subject to a continued employment condition, and expire eight years after the date of the Board meeting awarding the options  
and expire eight years after this date. The underlying shares may not be transferred during the 4-year period from the date of the Board meeting awarding the options. The  
continued employment condition states that the termination of the employment contract will also terminate the grantee’s right to exercise the options.  
c) Certain employees of the Elf Aquitaine group in 1998 also benefited in 2000, 2001, 2002 and 2003 from the vesting of Elf Aquitaine options awarded in 1998 subject to  
performance conditions related to the Elf Aquitaine group from 1998 to 2002. These Elf Aquitaine plans expired on March 31, 2005.  
(
(
(
d) Members of the Management Committee and the Treasurer as of the date of the Board meeting awarding the options. The Chairman of the Board has no longer been a member  
of the Management Committee since February 14, 2007. The Chairman of the Board of Directors was granted 110,000 options in 2007 and no options in 2008 and 2009.  
e) Options are exercisable, subject to a continued employment condition, after a 2-year vesting period from the date of the Board meeting awarding the options (except for the  
2008 plan) and expire eight years after this date. The underlying shares may not be transferred during the 4-year period from the date of the Board meeting awarding the  
options. The continued employment condition states that the termination of the employment contract will also terminate the grantee’s right to exercise the options.  
f) The 4-year transfer restriction period does not apply to employees of non-French subsidiaries as of the date of the grant, who may transfer the underlying shares after a  
(
(
2-year period form the date of the grant.  
g) For the 2007 plan, the options acquisition rate, connected to the performance condition, was 100%.  
1
18 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
TOTAL stock options as of December 31, 2009  
Outstanding TOTAL stock options plans  
2
001 Plan 2002 Plan  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
Total  
Purchase Purchase Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
options options options options options options options options options  
Type of options  
Date of the  
Shareholders’  
Meeting  
05/17/2001 05/17/2001 05/17/2001 05/14/2004 05/14/2004 05/14/2004 05/11/2007 05/11/2007 05/11/2007  
07/10/2001 07/09/2002 07/16/2003 07/20/2004 07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009  
Date of the  
(
a)  
award  
Total number  
of options  
granted,  
including (b):  
10,773,500 11,483,400 11,741,224 13,462,520  
6,104,480  
5,727,240 5,937,230  
4,449,810  
4,387,500 74,066,904  
directors (c)  
300,000  
240,000  
240,000  
240,000  
240,720  
400,720  
310,840  
200,660  
200,000  
2,372,940  
1,610,000  
T. Desmarest  
C. de  
300,000  
240,000  
240,000  
240,000  
240,000  
240,000  
110,000  
-
-
Margerie  
D. Boeuf  
n/a  
n/a  
n/a  
n/a  
n/a  
n/a  
n/a  
-
n/a  
720  
160,000  
720  
200,000  
840  
200,000  
660  
200,000  
760,000  
2,940  
-
Additional  
award  
16,000  
-
-
24,000  
134,400  
90,280  
-
-
-
-
-
174,400  
Adjustments  
related to the  
spin-off of  
(
d)  
Arkema  
113,704  
165,672  
163,180  
196,448  
-
-
-
729,284  
Date as of  
which the  
options may be  
exercised  
01/01/2005 07/10/2004 07/17/2005 07/21/2006 07/20/2007 07/19/2008 07/18/2009 10/10/2010 09/16/2011  
Expiration date 07/10/2009 07/09/2010 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017  
Exercise  
(
e)  
price ()  
41.47  
39.03  
32.84  
39.30  
49.04  
50.60  
60.10  
42.90  
39.90  
Cumulative  
number of  
options  
exercised as of  
December 31,  
2
009  
6,156,019 5,615,101  
4,996,833  
908,976  
38,497  
8,620  
-
-
-
Cumulative  
number of  
options  
cancelled as of  
December 31,  
2
009  
4,747,185  
98,710  
95,942  
278,283  
105,223  
72,934  
65,565  
8,180  
10,610  
Number of  
options:  
outstanding  
as of January 1,  
2
2
2
2
009  
4,691,426 6,450,857  
7,501,348 12,767,177  
6,191,704  
5,651,056 5,885,445  
4,443,810  
-
53,582,823  
4,387,620  
granted in  
(
f)  
009  
-
-
-
(8,020)  
-
(18,387)  
-
(6,264)  
-
-
(5,370)  
-
-
(13,780)  
-
-
(2,180)  
-
4,387,620  
cancelled in  
009  
(4,650,446)  
(7,920)  
(10,610) (4,722,977)  
(1,483,436)  
exercised in  
009  
(40,980) (507,676)  
(681,699)  
(253,081)  
-
outstanding  
as of  
December 31,  
2
009  
-
5,935,261  
6,811,629 12,495,709  
6,185,440  
5,645,686 5,871,665  
4,441,630  
4,377,010 51,764,030  
(
a) The date of the award is the date of the Board meeting awarding the options, except for the share subscription option plan of October 9, 2008, decided by the Board on  
September 9, 2008.  
TOTAL / 119  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
(
b) The number of options awarded before May 23, 2006, has been multiplied by four to take into account the four-for-one stock split approved by the Shareholders’ Meeting on  
May 12, 2006.  
(
(
c) Options awarded to directors at the time of award.  
d) Adjustments approved by the Board on its meeting on March 14, 2006 pursuant to Articles 174-9, 174-12 and 174-13 of Decree No. 67-236 dated March 23, 1967 in effect  
at the time of the Board meeting as well as at the time of the Shareholders’ Meeting on May 12, 2006, related to the spin-off of Arkema. These adjustments have been made  
on May 22, 2006 with an effective date of May 24, 2006.  
(
e) Exercise price as of May 24, 2006. To take into account the four-for-one stock split that took place on May 18, 2006, the exercise price of stock options from plans then  
effective has been divided by four. In addition, to take into account the spin-off of Arkema, the exercise price of stock options was multiplied by an adjustment ratio of  
0.986147, effective as of May 24, 2006. Exercise prices prior to May 24, 2006, are shown on pages 236 to 238 of this Registration Document.  
(
f) For the 2007 plan, the options acquisition rate, connected to the performance condition, was 100%.  
If all the outstanding stock options as of December 31, 2009 were exercised, the corresponding shares would represent 2.16% 1 of the  
Company’s potential share capital as of such date.  
TOTAL stock options awarded to executive officers (Management Committee and Treasurer) as of  
December 31, 2009  
2001 Plan 2002 Plan  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
Total  
Purchase  
options  
Purchase Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
options options options options options options options options  
Type of options  
Expiration date  
07/10/2009 07/09/2010 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017  
Exercise price () (a)  
41.47  
39.03  
32.84  
39.30  
49.04  
50.60  
60.10  
42.90  
39.90  
Options granted by  
(
b)  
the Board  
492,000  
560,200  
635,704  
796,800  
689,680  
823,720 1,000,840 1,101,200  
1,169,800 7,269,944  
Adjustments  
related to the  
spin-off of  
(
c)  
Arkema  
3,254  
7,568  
8,120  
11,248  
9,608  
39,798  
Options outstanding  
as of January 1,  
2
009  
182,268  
243,232  
338,337  
795,048  
699,416  
823,720 1,000,840 1,101,200  
5,184,061  
Options awarded in  
d)  
2
009 (  
Options exercised in  
009  
1,169,800 1,169,800  
(137,000)  
2
(47,000)  
(90,000)  
Options  
outstanding as of  
December 31, 2009  
243,232  
291,337  
705,048  
699,416  
823,720 1,000,840 1,101,200  
1,169,800 6,034,593  
(
a) Exercise price as of May 24, 2006. To take into account the four-for-one stock split that took place on May 18, 2006, the exercise price of stock options from plans then  
effective has been divided by four. In addition, to take into account the spin-off of Arkema, the exercise price of stock options was multiplied by an adjustment ratio of  
0.986147, effective as of May 24, 2006. Exercise prices prior to May 24, 2006, are shown on pages 236 to 238 of this Registration Document.  
(
b) The number of options awarded before May 23, 2006, has been multiplied by four to take into account the four-for-one stock split approved by the Shareholders’ Meeting on  
May 12, 2006.  
(
c) Adjustments approved by the Board on its meeting on March 14, 2006 pursuant to Articles 174-9, 174-12 and 174-13 of Decree No. 67-236 dated March 23, 1967 in effect  
at the time of the Board meeting and at the time of the Shareholders’ Meeting on May 12, 2006, related to the spin-off of Arkema. These adjustments have been made on  
May 22, 2006 with an effective date of May 24, 2006.  
(
d) The number of options awarded in 2009 to executive officers, having this title as of December 31, 2009, does not match the amount shown on page 118 of this Registration  
Document, due to changes among the executive officers after the date the Board decided the share option plan.  
As part of the 2007, 2008 and 2009 share subscription option plans, the Board of Directors required that for each beneficiary of more than  
5,000 options, one third of the options granted in excess of this number be subject to a performance condition (see page 114 of this  
2
Registration Document). For the 2007 plan, the options acquisition rate, connected to the performance condition, was 100%.  
In addition, Mr. Daniel Boeuf, the director representing employee shareholders, has not exercised any option in 2009 and has not been  
awarded any share subscription option by the 2009 plan.  
1. Out of a total potential share capital of 2,394,251,653 shares (see page 169 of this Registration Document).  
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7
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9
10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
TOTAL stock options awarded to Mr. Thierry Desmarest, Chairman of the Board of TOTAL S.A.  
2
001 Plan 2002 Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008 Plan  
2009 Plan  
Total  
Purchase Purchase Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
Type of options  
options options options options options options options options options  
Expiration date  
07/10/2009 07/09/2010 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017  
Exercise price () (a)  
41.47  
39.03  
32.84  
39.30  
49.04  
50.60  
60.10  
42.90  
39.90  
Options granted by  
(
b)  
the Board  
300,000  
240,000  
240,000  
240,000  
240,000  
240,000  
110,000  
1,610,000  
Adjustments related  
to the spin-off of  
(
c)  
Arkema  
2,532  
3,372  
2,476  
3,372  
3,372  
15,124  
Options outstanding  
as of January 1, 2009  
70,372  
243,372  
243,372  
240,000  
110,000  
907,116  
Options awarded in  
2
009  
Options exercised in  
009  
2
(45,000)  
(45,000)  
Options  
outstanding as of  
December 31, 2009  
25,372  
243,372  
243,372  
240,000  
110,000  
862,116  
(
a) Exercise price as of May 24, 2006. To take into account the four-for-one stock split that took place on May 18, 2006, the exercise price of stock options from plans then  
effective has been divided by four. In addition, to take into account the spin-off of Arkema, the exercise price of stock options was multiplied by an adjustment ratio of  
0.986147, effective as of May 24, 2006. Exercise prices prior to May 24, 2006, are shown on pages 236 to 238 of this Registration Document.  
(
b) The number of options awarded before May 23, 2006, has been multiplied by four to take into account the four-for-one stock split approved by the Shareholders’ Meeting on  
May 12, 2006.  
(
c) Adjustments approved by the Board on its meeting on March 14, 2006 pursuant to Articles 174-9, 174-12 and 174-13 of Decree No. 67-236 dated March 23, 1967 in effect  
at the time of the Board meeting and at the time of the Shareholders’ Meeting on May 12, 2006, related to the spin-off of Arkema. These adjustments have been made on  
May 22, 2006 with an effective date of May 24, 2006.  
As part of the 2007 plan, the Board has conditioned the award of these options to the Chairman of the Board on the fulfillment of a  
performance condition (see page 114 of this Registration Document). For the 2007 plan, the options acquisition rate, connected to the  
performance condition, was 100%.  
The Chairman of the Board of Directors’ outstanding options as of December 31, 2009, represent 0.036% 1 of the Company’s potential share  
capital as of such date.  
1. Out of a total potential share capital of 2,394,251,653 shares (see page 169 of this Registration Document).  
TOTAL / 121  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
TOTAL stock options awarded to Mr. Christophe de Margerie, Chief Executive Officer of TOTAL S.A.  
2
001 Plan 2002 Plan  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
Total  
Purchase Purchase Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
Type of options  
options  
options  
options  
options  
options  
options  
options  
options  
options  
Expiration date 07/10/2009 07/09/2010 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016  
09/15/2017  
Exercise  
price ()  
(
a)  
41.47  
39.03  
32.84  
39.30  
49.04  
50.60  
60.10  
42.90  
39.90  
Options  
granted by the  
(
b)  
Board  
88,000  
112,000  
112,000  
128,000  
130,000  
160,000  
200,000  
200,000  
200,000 1,330,000  
Adjustments  
related to the  
spin-off of  
(
c)  
Arkema  
1,240  
1,576  
1,576  
1,800  
1,828  
8,020  
Options  
outstanding as  
of January 1,  
2
009  
89,240  
113,576  
113,576  
129,800  
131,828  
160,000  
200,000  
200,000  
1,138,020  
200,000  
Options  
awarded in 2009  
Options  
200,000  
exercised in  
2
009  
Options  
outstanding  
as of  
December 31,  
2
009  
113,576  
113,576  
129,800  
131,828  
160,000  
200,000  
200,000  
200,000 1,248,780  
(
a) Exercise price as of May 24, 2006. To take into account the four-for-one stock split that took place on May 18, 2006, the exercise price of stock options from plans then  
effective has been divided by four. In addition, to take into account the spin-off of Arkema, the exercise price of stock options was multiplied by an adjustment ratio of  
0.986147, effective as of May 24, 2006. Exercise prices prior to May 24, 2006, are shown on pages 236 to 238 of this Registration Document.  
(
b) The number of options awarded before May 23, 2006, has been multiplied by four to take into account the four-for-one stock split approved by the Shareholders’ Meeting on  
May 12, 2006.  
(
c) Adjustments approved by the Board on its meeting on March 14, 2006 pursuant to Articles 174-9, 174-12 and 174-13 of Decree No. 67-236 dated March 23, 1967 in effect  
at the time of the Board meeting and at the time of the Shareholders’ Meeting on May 12, 2006, related to the spin-off of Arkema. These adjustments have been made on  
May 22, 2006 with an effective date of May 24, 2006.  
As part of the 2007, 2008 and 2009 plans, the Board has conditioned the award of these options to the Chief Executive Officer on the  
fulfillment of performance conditions (see page 114 of this Registration Document). For the 2007 plan, the options acquisition rate, connected  
to the performance condition, was 100%.  
The Chief Executive Officer’ outstanding options as of December 31, 2009 represent 0.052% 1 of the Company’s potential share capital as of  
such date.  
1. Out of a total potential share capital of 2,394,251,653 shares (see page 169 of this Registration Document).  
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10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
Stock options awarded to the ten employees (other than directors) receiving the largest awards /  
Stock options exercised by the ten employees (other than directors) exercising the largest number  
of options  
Total number  
of options  
awarded/  
options Exercise  
Date of the  
(a)  
award  
Expiration  
date  
exercised  
price ()  
Options awarded in 2009 to the ten employees of TOTAL S.A., or any company in the  
Group, receiving the largest number of options  
659,000  
39.90  
09/15/2009 09/15/2017  
Options exercised in 2009 by the ten  
10,000  
52,100  
115,431  
102,172  
41.47  
39.03  
32.84  
39.30  
07/10/2001 07/10/2009  
07/09/2002 07/09/2010  
07/16/2003 07/16/2011  
07/20/2004 07/20/2012  
employees of TOTAL S.A., or any company in  
the Group, exercising the largest number of  
(
b)  
options  
2
79,703  
36.66 (c)  
(
(
a) The date of the award is the date of the Board meeting awarding the options.  
b) Exercise price as of May 24, 2006. To take into account the four-for-one stock split that took place on May 18, 2006, the exercise price of stock options from plans then  
effective has been divided by four. In addition, to take into account the spin-off of Arkema, the exercise price of stock options was multiplied by an adjustment ratio of  
0.986147, effective as of May 24, 2006. Exercise prices prior to May 24, 2006, are shown on pages 236 to 238 of this Registration Document.  
(
c) Weighted-average price.  
TOTAL / 123  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
TOTAL restricted share grants  
The following table gives a breakdown of restricted share grants by category of grantee (executive officers, senior managers and other  
employees).  
Average  
Number of  
restricted  
shares  
number of  
restricted  
Number of  
beneficiaries  
shares per  
Percentage beneficiary  
(
a)  
granted  
2
005 Plan (b)  
Decision of the Board on July 19, 2005  
Executive officers (c)  
Senior managers  
Other employees  
29  
330  
6,956  
13,692  
74,512  
481,926  
2.4%  
13.1%  
84.5%  
472  
226  
69  
(
d)  
Total  
7,315  
570,130  
100%  
78  
2
006 Plan (b)  
Decision of the Board on July 18, 2006  
Executive officers (c)  
Senior managers  
Other employees  
26  
304  
7,509  
49,200  
273,832  
1,952,332  
2.2%  
12.0%  
85.8%  
1,892  
901  
260  
(
d)  
Total  
7,839  
2,275,364  
100%  
290  
2
007 Plan (b)  
Decision of the Board on July 17, 2007  
Executive officers (c)  
Senior managers  
Other employees  
26  
297  
8,291  
48,928  
272,128  
2,045,309  
2.1%  
11.5%  
86.4%  
1,882  
916  
247  
(
d)  
Total  
8,614  
2,366,365  
100%  
275  
2
008 Plan  
Executive officers (c)  
Senior managers  
Other employees  
25  
300  
9,028  
49,100  
348,156  
2,394,712  
1.8%  
12.5%  
85.8%  
1,964  
1,161  
265  
Decision of the Board on September 9, 2008,  
and awarded on October 9, 2008  
(
d)  
Total  
9,353  
2,791,968  
100%  
299  
2
009 Plan  
Executive officers (c)  
Senior managers  
Other employees  
25  
284  
9,693  
48,700  
329,912  
2,593,406  
1.6%  
11.1%  
87.3%  
1,948  
1,162  
268  
Decision of the Board on September 15, 2009  
(
d)  
Total  
10,002  
2,972,018  
100%  
297  
(
a) The number of restricted shares granted shown in this table has not been recalculated to take into account the four-for-one stock split approved by the Shareholders’  
Meeting on May 12, 2006.  
(
(
b) For the 2005, 2006 and 2007 plans, the acquisition rates of the shares granted, related to the performance conditions, were 100%.  
c) Members of the Management Committee and the Treasurer as of the date of the Board meeting granting the restricted shares. The Chairman of the Board and the Chief  
Executive Officer were not granted any restricted shares.  
(
d) Mr. Daniel Boeuf, employee of Total Raffinage Marketing, a subsidiary of TOTAL S.A. and the director of TOTAL S.A. representing employee shareholders, was granted 416  
restricted shares in 2005, 416 restricted shares in 2006, 432 restricted shares in 2007 and 588 shares in 2008. Mr Boeuf was not granted any restricted shares in 2009.  
The shares, previously bought back by the Company on the market, are finally granted to their beneficiaries after a 2-year vesting period from  
the date of the grant. This final grant is subject to continued employment and condition performances (see page 113 of this Registration  
Document). Moreover, the transfer of the restricted shares will not be permitted until the end of a 2-year mandatory holding period.  
1
24 / TOTAL - Registration Document 2009  
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10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
Restricted share plans as of December 31, 2009  
Outstanding TOTAL restricted share grants  
2
005 Plan (a)  
2006 Plan  
05/17/2005  
07/18/2006  
2007 Plan  
05/17/2005  
07/17/2007  
2008 Plan  
05/16/2008  
10/09/2008  
2009 Plan  
05/16/2008  
09/15/2009  
Date of the Shareholders’ Meeting  
Date of grant (b)  
05/17/2005  
07/19/2005  
Closing price on the date of the award (c)  
52.13 €  
51.62 €  
2,280,520  
416  
50.40 €  
51.91 €  
2,275,364  
416  
61.62 €  
61.49 €  
2,366,365  
432  
35.945 €  
41.63 €  
2,791,968  
588  
41.615 €  
38.54 €  
2,972,018  
0
Average repurchase price per share paid by the Company  
Total number of restricted shares granted, including to:  
(
d)  
o directors  
o ten employees with largest grants (  
e)  
20,000  
20,000  
20,000  
20,000  
20,000  
Start of the vesting period:  
07/19/2005  
07/18/2006  
07/17/2007  
10/09/2008  
09/15/2009  
Date of final grant, subject to specific condition (end of the vesting  
period)  
Transfer possible from (end of the mandatory holding period)  
07/20/2007  
07/20/2009  
07/19/2008  
07/19/2010  
07/18/2009  
07/18/2011  
10/10/2010  
10/10/2012  
09/16/2011  
09/16/2013  
Number of restricted shares:  
o Outstanding as of January 1, 2009  
o Granted in 2009  
2,333,217  
2,772,748  
(9,672)  
(600)  
2,762,476  
(12,418)  
(2,320,799)  
2,972,018  
(5,982)  
(
h)  
(h)  
o Cancelled in 2009  
1,928  
(1,928)  
2,922  
(2,922)  
o Finally granted in 2009 (  
f) (g)  
(h)  
(h)  
o Outstanding as of December 31, 2009  
2,966,036  
(
(
a) The number of restricted shares granted has been multiplied by four to take into account the four-for-one stock split approved by TOTAL Shareholders’ Meeting on May 12,  
006.  
b) The date of the award is the date of the Board meeting awarding the restricted share grant, except for the restricted shares awarded on October 9, 2008, decided by the  
Board on September 9, 2008.  
2
(
(
c) To take into account the four-for-one stock split in May 18, 2006, the closing price for TOTAL shares on July 19, 2005, (208.50) has been divided by four.  
d) The Chairman of the Board of Directors was not granted any restricted shares under the 2005, 2006, 2007, 2008 and 2009 plans. Furthermore, Mr. de Margerie, director of  
TOTAL S.A. since May 12, 2006, and Chief Executive Officer of TOTAL S.A. since February 14, 2007, was not granted any restricted shares under the 2006, 2007, 2008 and  
2009 plans. The Chief Executive Officer was finally granted on July 20, 2007, the 2,000 restricted shares he had been granted by the 2005 plan since he was not a director of  
TOTAL S.A as of the date of the grant. Furthermore, Mr. Boeuf, the director of TOTAL S.A. representing employee shareholders, was finally granted on July 18, 2009, the 432  
shares he had been granted by the 2007 plan and was not granted any restricted shares by the 2009 plan.  
e) Employees of TOTAL S.A., or of any Group company, who were not directors of TOTAL S.A. as of the date of grant.  
f) For the 2008 plan, final grants following the death of the beneficiary.  
g) For the 2007 plan, the acquisition rate, related to the performance condition, was 100%.  
h) Restricted shares finally granted for which the entitlement right had been cancelled erroneously.  
(
(
(
(
1
In case of a final award of the outstanding restricted shares as of December 31, 2009, the corresponding shares would represent 0.24% of  
the Company’s potential share capital as of such date.  
1. Out of a total potential share capital of 2,394,251,653 shares (see page 169 of this Registration Document).  
TOTAL / 125  
5
CORPORATE GOVERNANCE  
Compensation of the Board of Directors and executive officers  
TOTAL restricted shares finally granted, following the decision by the Board meeting of  
September 15, 2009, to the ten employees (other than directors) receiving the largest number of  
grants / TOTAL restricted share grants finally granted following the restricted share plan approved  
by the Board meeting on July 17, 2007, to the ten employees (other than directors) receiving the  
largest number of shares  
Restricted share  
grants / Shares  
finally granted  
Date of  
the final  
grant holding period  
Date of  
the award  
End of the  
TOTAL restricted share grants decided by the Board meeting on  
September 15, 2009 to the ten employees (other than directors) receiving  
the largest amount of grants (  
a)  
20,000 09/15/2009 09/16/2011  
20,000 07/17/2007 07/18/2009  
09/16/2013  
07/18/2011  
TOTAL restricted share grants finally granted in 2009 following the restricted share  
plan approved by the Board meeting on July 17, 2007, to the ten employees (other  
than directors) receiving the largest amount of shares (  
b)  
(
a) Grant approved by the Board on September 15, 2009. Grants of these restricted shares will become final, subject to a performance condition, after a 2-year vesting period,  
i.e. on September 16, 2011 (see page 113 of this Registration Document). Moreover, the transfer of the restricted shares will not be permitted until the end of a 2-year  
mandatory holding period, i.e. on September 16, 2013.  
(
b) Grant approved by the Board on July 17, 2007. Grants of these restricted shares will become final, subject to a performance condition, after a 2-year vesting period, i.e. on  
July 18, 2009 (see page 113 of this Registration Document). The acquisition rate of the shares granted, connected to the performance condition, was 100%. Moreover, the  
transfer of the restricted shares will not be permitted until the end of a 2-year mandatory holding period, i.e. from July 18, 2011.  
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26 / TOTAL - Registration Document 2009  
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10 11  
Compensation of the Board of Directors and executive officers  
CORPORATE GOVERNANCE  
Elf Aquitaine share subscription options  
Elf Aquitaine stock options of Executive Officers (Members of the Management Committee and the  
Treasurer) as of December 31, 2009  
Certain executive officers of TOTAL as of December 31, 2009, who were previously with the Elf Aquitaine group hold Elf Aquitaine options that,  
upon exercise, benefited from exchange rights for TOTAL shares based upon the exchange ratio used in the public tender offer of TOTAL for  
Elf Aquitaine in 1999.  
This exchange ratio was adjusted on May 22, 2006, as described in Note 25 to the Consolidated Financial Statements.  
As of December 31, 2009, the exchange guarantee is no longer in effect and Elf Aquitaine share subscription option plans have expired.  
Therefore, no Elf Aquitaine shares are covered by the exchange guarantee as of December 31, 2009.  
Elf Aquitaine share subscription plan  
1999 Plan n°1  
Exercise price per Elf Aquitaine share () (a)  
Expiration date  
114.76  
03/30/2009  
Options awarded  
14,880  
42  
Adjustments related to the spin-off of S.D.A. (b)  
Options outstanding as of January 1, 2009  
Options exercised in 2009  
Options outstanding as of December 31, 2009  
1,406  
1,406  
Corresponding number of TOTAL shares, as of December 31, 2009, likely to be created pursuant to the exchange guarantee  
(
a) Exercise price as of May 24, 2006. To take into account the spin-off of S.D.A. (Société de Développement Arkema) by Elf Aquitaine, the exercise price for Elf Aquitaine share  
subscription options was multiplied the exercise price was multiplied by an adjustment ratio of 0.992769, effective as of May 24, 2006.  
b) Adjustments approved by the Board of Elf Aquitaine on March 10, 2006, pursuant to Articles 174-9, 174-12 and 174-13 of Decree No. 67-236 dated March 23, 1967, in effect  
at the time of this meeting and at the time of the Shareholders’ Meeting of Elf Aquitaine on May 10, 2006, related to the spin-off of S.D.A. These adjustments have been  
made on May 22, 2006 with an effective date of May 24, 2006.  
(
TOTAL / 127  
5
CORPORATE GOVERNANCE  
Employees, share ownership  
Employees, share ownership  
Employees  
The tables below set forth the number of employees, by division and geographic location, of the Group (fully-consolidated subsidiaries) as of  
the end of the periods indicated:  
Upstream Downstream  
Chemicals Corporate  
Total  
2
009  
16,628  
33,760  
44,667  
1,332  
96,387  
2
2
008  
007  
16,005  
15,182  
34,040  
34,185  
45,545  
45,797  
1,369  
1,278  
96,959  
96,442  
Rest of  
Europe  
Rest of  
world  
France  
Total  
2
009  
36,407  
26,299  
33,681  
96,387  
2
2
008  
007  
37,101  
37,296  
27,495  
27,374  
32,363  
31,772  
96,959  
96,442  
Arrangements for involving employees in the Company’s share capital  
Pursuant to agreements signed on March 15, 2002, as amended, the Group created a “Total Group Savings Plan” (PEGT), a “Partnership for  
Voluntary Wage Savings Plan” (PPESV, later becoming PERCO) and a “Complementary Company Savings Plan” (PEC) for employees of the  
Group’s French companies. These plans allow investments in a number of mutual funds including one invested in Company shares (“TOTAL  
ACTIONNARIAT FRANCE”). A “Shareholder Group Savings Plan” (PEG-A) has also been in place since November 19, 1999, to facilitate capital  
increases reserved for employees of the Group’s French and foreign subsidiaries covered by these plans.  
Company savings plans  
The various Company savings plans (PEGT, PEC) give the employees of the Group’s French companies belonging to these savings plans  
access to several collective investment funds (Fonds communs de placement), including a Fund invested in shares of the Company (“TOTAL  
ACTIONNARIAT FRANCE”).  
The capital increases reserved for employees are conducted under PEG-A through the “TOTAL ACTIONNARIAT FRANCE” fund for employees  
of the Group’s French subsidiaries and through the “TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION” fund for the employees of  
foreign subsidiaries. In addition, U.S. employees participate in these operations through ADRs and Italian employees may participate by  
directly subscribing to new shares at the Group Caisse Autonome in Belgium.  
Incentive agreements  
Performance indicators used under the June 26, 2009, profit-sharing agreements for employees of ten Group companies, when permitted by  
local law, link amounts available for profit sharing to the performance (ROE) of the Group as a whole (see page 174 of this Registration  
Document).  
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Employees, share ownership  
CORPORATE GOVERNANCE  
Employee shareholding  
The total number of TOTAL shares held by employees as of December 31, 2009, is as follows:  
TOTAL ACTIONNARIAT FRANCE  
71,010,179  
TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION  
ELF PRIVATISATION No.1  
16,267,110  
1,208,239  
735,391  
Shares held by U.S. employees  
Group Caisse Autonome (Belgium)  
310,169  
TOTAL shares from the exercise of the Company’s stock options and held as registered shares within a Company Savings Plan (PEE)(a)  
Total shares held by employee shareholder funds  
3,207,451  
92,738,539  
(
a) Company savings plans.  
As of December 31, 2009, Group employees held, on the basis of  
the definition of employee shareholding contained in Article L.  
French subsidiaries who have retired and still have holdings in  
TOTAL employee savings plans. Subscription was open from  
March 10, 2008, through March 28, 2008, and 4,870,386 new  
TOTAL shares were issued in 2008.  
2
25-102 of the French Commercial Code, 92,738,539 TOTAL  
shares, representing 3.95% of the Company’s share capital and  
.48% of the voting rights that could be exercised at a  
Shareholders’ Meeting on that date.  
7
The management of each of the three employee collective  
investment funds (Fonds Commun de Placement d’Entreprise)  
mentioned above is controlled by a dedicated supervisory board,  
two thirds of its members representing holders of fund units and  
one third representing the Company. This board is responsible for:  
reviewing the collective investment funds’ management report and  
annual financial statements as well as the financial, administrative  
and accounting management; exercising voting rights attached to  
portfolio securities; deciding contribution of securities in case of a  
public tender offer; deciding mergers, spin-offs or liquidation; and  
granting its approval prior to changes in the rules and procedures of  
the collective investment fund in the conditions provided for by the  
rules and procedures.  
Capital increase reserved for employees  
At the Shareholders’ Meeting held on May 11, 2007, the  
shareholders delegated to the Board of Directors the authority to  
increase the share capital of the Company in one or more  
transactions and within a maximum period of twenty-six months  
from the date of the meeting, by an amount not exceeding 1.5% of  
the share capital outstanding on the date of the meeting of the  
Board of Directors at which a decision to proceed with an issuance  
is made, reserving subscriptions for such issuance to the Group  
employees participating in a company savings plan. It was specified  
that the amount of any such capital increase reserved for Group  
employees would be counted against the aggregate maximum  
nominal amount of share capital increases authorized by the  
Shareholders’ Meeting held on May 11, 2007 for issuing new  
ordinary shares or other securities granting immediate or future  
access to the Company’s share capital with pre-emptive  
subscription rights (par value 4 billion). This delegation of authority  
has cancelled and replaced, for the unused part, the one granted by  
the Shareholders’ Meeting on May 17, 2005.  
These rules and procedures also stipulate a simple majority vote for  
decisions, except for decisions requiring a qualified majority vote of  
two thirds plus one related to a change in a fund’s rules and  
procedures, its conversion or its disposal, and decisions related to  
contribution of securities of the Elf Privatisation collective  
investment fund in case of a public tender offer.  
For employees holding shares outside of the employee collective  
investment funds mentioned in the chart above, voting rights are  
exercised individually.  
Pursuant to this delegation of authority, the Board of Directors  
decided on November 6, 2007, to proceed with a capital increase of  
a maximum of 12 million shares with a subscription price of  
Shares held by Directors and  
Executive Officers  
44.40 per share reserved for TOTAL employees, bearing dividends  
as of January 1, 2007. In accordance with Article 14 of the French  
Financial Markets Authority (Autori des marchés financiers, AMF)  
instruction No. 2005-11 as of December 13, 2005, regarding the  
information to be disclosed in case of a capital increase operation,  
TOTAL S.A. released on January 16, 2008, on its website and filed  
with the AMF a press release which specified the terms of the  
offering. The offering was opened to the employees of TOTAL S.A.  
and to the employees of its French and foreign subsidiaries in  
which TOTAL S.A. holds directly or indirectly 50% at least of the  
capital, who are participants in the TOTAL Group Savings Plan  
As of December 31, 2009, based upon information from the  
members of the Board and the share registrar, the members of the  
Board and the Group Executive Officers (Management Committee  
and Treasurer) held a total of less than 0.5% of the share capital:  
(PEG-A) and for which local regulatory approval was obtained. The  
o Members of the Board of Directors (including the Chairman and  
offering was also open to former employees of TOTAL S.A. and its  
the Chief Executive Officer): 558,086 shares;  
TOTAL / 129  
5
CORPORATE GOVERNANCE  
Employees, share ownership  
o Chairman of the Board of Directors: 380,576 shares;  
o Members of the Executive Committee are required to hold a  
number of shares of the Company equal in value to two years of  
the fixed portion of their annual compensation. These shares  
have to be acquired within three years from the appointment to  
the Executive Committee.  
o Chief Executive Officer: 85,230 shares and 43,714 shares of the  
TOTAL ACTIONNARIAT FRANCE collective investment plan;  
o Management Committee (including the Chief Executive Officer)  
and Treasurer: 542,935 shares.  
The number of TOTAL shares to be considered includes:  
By decision of the Board of Directors:  
o directly held shares, whether or not they are subject to transfer  
restrictions; and  
o The Chairman and Chief Executive Officer are required to hold a  
number of shares of the Company equal in value to two years of  
the fixed portion of their annual compensation.  
o shares in collective investment funds (FCPE) invested in TOTAL  
shares.  
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Employees, share ownership  
CORPORATE GOVERNANCE  
Summary of transactions in the Company’s securities (Article L. 621-18-2 of the French Monetary  
and Financial Code)  
The following table presents transactions, of which the Company has been informed, in the Company’s shares or related financial instruments  
carried out in 2009 by the individuals concerned under paragraphs a) through c) of Article L. 621-18-2 of the French Monetary and Financial  
Code.  
Exercise  
of stock  
2
009  
Acquisition Subscription Transfer Exchange options  
Thierry Desmarest (a)  
TOTAL shares  
50,000 45,000  
Shares in collective investment plans  
(
FCPE), and other related financial  
instruments (  
b)  
Christophe de Margerie (a)  
Michel Bénézit (a)  
TOTAL shares  
Shares in collective investment plans  
4,215.92  
292.48  
1,086.47  
4.04  
(
FCPE), and other related financial  
instruments (  
b)  
TOTAL shares  
30,000  
17,000  
Shares in collective investment plans  
189.85 5,310.47  
(
FCPE), and other related financial  
instruments (  
b)  
François Cornélis (a)  
TOTAL shares  
90,000  
90,000  
Shares in collective investment plans  
(
FCPE), and other related financial  
instruments (  
b)  
Yves-Louis Darricarrère (a)  
Jean-Jacques Guilbaud (a)  
Bertrand Jacquillat (a)  
Patrick de La Chevardière (a)  
TOTAL shares  
4,200  
Shares in collective investment plans  
(
FCPE), and other related financial  
instruments (  
b)  
TOTAL shares  
Shares in collective investment plans  
322.97  
700  
287.90  
(
FCPE), and other related financial  
instruments (  
b)  
TOTAL shares  
Shares in collective investment plans  
(
FCPE), and other related financial  
instruments (  
b)  
TOTAL shares  
Shares in collective investment plans  
150.86  
190.88  
(
FCPE), and other related financial  
instruments (  
b)  
(
(
a) Including the related individuals in the meaning of the provisions of the Article R. 621-43-1 of the French Monetary and Financial Code.  
b) Collective investment funds (FCPE) primarily investing in Company shares.  
TOTAL / 131  
5
CORPORATE GOVERNANCE  
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6
TOTAL AND ITS SHAREHOLDERS  
LISTING DETAILS  
Listing  
p. 134  
p. 134  
p. 135  
Share performance  
DIVIDEND  
p. 139  
p. 139  
p. 139  
p. 140  
Dividend policy  
Dividend payment  
Coupons  
SHARE BUYBACKS  
p. 141  
p. 141  
p. 142  
p. 143  
Share buybacks and cancellations in 2009  
Board’s report on share buybacks  
2
010-2011 share buyback program  
SHAREHOLDERS  
Relationship between TOTAL and the French State  
Merger of TOTAL with PetroFina in 1999  
p. 146  
p. 146  
p. 146  
p. 146  
p. 147  
p. 148  
p. 149  
p. 149  
p. 149  
p. 150  
Merger of TotalFina with Elf Aquitaine  
Principal shareholders  
Treasury shares  
Shares held by members of the administrative and management bodies  
Employee shareholding  
Shareholding structure  
Regulated agreements and related party transactions  
INFORMATION FOR OVERSEAS SHAREHOLDERS  
United States holders of ADRs  
p. 151  
p. 151  
p. 151  
p. 151  
Non-resident shareholders (other than U.S. Shareholders)  
Dividends  
COMMUNICATION WITH SHAREHOLDERS  
Communication policy  
p. 153  
p. 153  
p. 153  
p. 153  
p. 154  
p. 155  
p. 156  
p. 156  
p. 156  
Relationships with institutional investors and financial analysts  
An ISO 9001-certified Individual Shareholders Department since 2007  
Registered shareholding  
Individual Shareholders Department Contacts  
2
2
010 Schedule  
011 Schedule  
Investor Relations contacts  
TOTAL / 133  
6
TOTAL AND ITS SHAREHOLDERS  
Listing details  
Listing details  
Largest market capitalization on Euronext  
Paris and in the euro zone as of  
December 31, 2009  
Listing  
Largest companies by market capitalization in the euro zone (a)  
As of December 31, 2009  
Exchanges  
(
B)  
TOTAL  
Santander  
Telefónica  
EDF  
105,7  
95,0  
89,1  
76,8  
72,5  
Paris, Brussels, London and New York  
Codes  
ISIN  
FR0000120271  
TOTF.PA  
FP FP  
Sanofi  
Reuters  
(
a) Bloomberg for companies other than TOTAL.  
Bloomberg  
Datastream  
Mnémo  
F:TAL  
Market capitalization as of  
December 31, 2009 1  
FP  
105.7 billion 2  
Included in the following stock indexes:  
$
150.4 billion 3  
CAC 40, DJ Euro Stoxx 50, DJ Stoxx 50, DJ Global Titans  
Percentage of free float  
Included in the following sustainable  
development and governance indexes  
9
0% 4  
DJSI World, DJ STOXX SI, FTSE4Good, ASPI  
Par value  
Weight in indexes as of December 31, 2009  
2.50  
CAC 40  
DJ EURO STOXX 50  
13.3%  
6.1%  
3.8%  
1st place  
1st place  
4th place  
 Credit ratings as of December 31, 2009  
long term/outlook/short term)  
(
DJ STOXX 50  
DJ GLOBAL TITANS  
2.3% 16th place  
Standard & Poor’s: AA/Negative/A-1+  
Moody’s: Aa1/Stable/P-1  
DBRS: AA/Stable/R-1(middle)  
On September 3, 2009, Standard & Poor’s announced the revision  
of its outlook to “negative” for the Group’s long-term rating.  
1
2
3
4
. Shares outstanding as of December 31, 2009: 2,348,422,884.  
. TOTAL share closing price in Paris as of December 31, 2009: 45.005.  
. TOTAL ADR closing price in New York as of December 31, 2009: $64.04  
. Euronext Paris revized the floating rate of the TOTAL share from 100% to 90% on September 18, 2009. Since September 18, 2009, the calculation of the free float has  
excluded interests greater than 5% of the total voting rights of the issuer, except if these interests are held by a collective investment scheme, a pension fund or mutual  
funds. In addition, certain insider holdings, government holding and holdings of the company itself (including subsidiaries) will no longer be considered free float, irrespective  
of the size. This rule is applied to all Euronext Paris indexes weighted by the percentage of free float.  
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Listing details  
TOTAL AND ITS SHAREHOLDERS  
Share performance  
TOTAL share price (in euros) in Paris (2006-  
2
TOTAL ADR price (in dollars) in New York (2006-  
2009)  
009) (  
a)  
(a)  
TOTAL  
Dow Jones  
TOTAL  
CAC 40  
Eurostoxx 50  
2006  
2007  
2008  
2009  
2006  
2007  
2008  
2009  
Source Bloomberg – Share price as of December 31, 2009: 45.005.  
Source Bloomberg – ADR price as of December 31, 2009: $64.04.  
(
a) Base 100 as of January 1, 2006. TOTAL’s historical share price has been  
(a) Base 100 as of January 1, 2006. TOTAL’s historical share price has been  
adjusted by the New York Stock Exchange (NYSE) to take into account the  
spin-off Arkema and the ADR’s division by two. TOTAL’s ADR price before  
May 23, 2006, has been multiplied by an 0.9838 adjustment coefficient (based  
on TOTAL ADR’s $130.40 closing price on May 22, 2006, as well as Arkema’s  
OTC closing price on May 18, 2006, of $42.15) and by 0.5. These adjustments,  
defined by the NYSE, have been taken into account in the calculation of changes  
in the share price shown on this chart.  
adjusted by Euronext Paris to take into account the spin-off of Arkema and the  
four-for-one stock split. TOTAL’s stock price before May 18, 2006, has been  
multiplied by a 0.9871 adjustment coefficient (based on TOTAL’s 210 closing  
price on May 17, 2006, as well as Arkema’s reference stock price (before  
quotation) of 27) and by 0.25. These adjustments, defined by Euronext Paris  
have been taken into account in the calculation of changes in the share price  
shown on this chart.  
Arkema spin-off  
Within the framework of the spin-off of Arkema’s chemical activities  
from the Group’s other chemical activities, the Shareholders’  
Meeting of May 12, 2006, approved TOTAL S.A.’s contribution to  
Arkema, under the regulation governing spin-offs, of all its interests  
in the businesses included under Arkema’s scope, as well as the  
allocation for each TOTAL share of an allotment right for Arkema  
shares, with ten allotment rights entitling the holder to one Arkema  
share. Since May 18, 2006, Arkema’s shares have been freely  
traded on Euronext Paris.  
Les Échos, Arkema shares corresponding to allotment rights for  
fractional shares which were unclaimed as of August 3, 2008, were  
sold on Euronext Paris at an average price of 32.5721 per share.  
As a result, from August 3, 2008, the indemnity price per share of  
allotment rights for Arkema share is 3.25721 (NYSE Euronext  
notice No.PAR_20080812_02958_EUR). BNP Paribas Securities  
Services paid an indemnity to the financial intermediaries on  
remittance of corresponding allotment rights for Arkema shares. As  
from August 4, 2018, the unclaimed amounts will be handed over to  
the French Caisse des dépôts et consignations where the holders  
will still be able to claim them for a period of twenty years. After this  
time limit, the amounts will permanently become the property of the  
French State.  
Pursuant to provisions stated in the notice prior to the sale of  
unclaimed shares (Avis préalable à la mise en vente de titres non  
réclamés) published on August 3, 2006, in the French newspaper  
TOTAL / 135  
6
TOTAL AND ITS SHAREHOLDERS  
Listing details  
Change in share prices in Europe compared  
to major European oil companies between  
January 1, 2009 and December 31, 2009  
 Change in share prices in the United States  
(ADR quotes in dollars for European  
companies) compared to major international  
oil companies between January 1, 2009 and  
December 31, 2009 (closing price in dollars)  
(
closing price in local currency)  
TOTAL (euro)  
+15.7%  
+14.1%  
+12.5%  
+5.0%  
TOTAL  
+15.8%  
-14.6%  
+24.0%  
+13.5%  
+13.0%  
+4.1%  
+5.8%  
-1.4%  
BP (pound sterling)  
Royal Dutch Shell A (euro)  
Royal Dutch Shell B (pound sterling)  
ENI (euro)  
ExxonMobil  
BP  
Royal Dutch Shell A  
Royal Dutch Shell B  
Chevron  
+6.3%  
Source: Bloomberg  
ENI  
ConocoPhillips  
Source: Bloomberg  
Appreciation of a portfolio invested in TOTAL shares  
Net yield of 7.0% per year over ten years (excluding tax credit).  
Multiplication of the initial investment by two over ten years  
For every 1,000 invested in TOTAL shares as of December 31, in year N, by an individual residing in France, assuming that the net dividends  
(excluding the tax credit) are reinvested in TOTAL shares, and excluding tax and social withholding.  
Total investment at year ended 2009  
would be:  
Average annual total return (a)  
Investment date  
TOTAL  
CAC 40 (b)  
TOTAL  
CAC 40  
1
5
1
1
year  
years  
0 years  
5 years  
January 1, 2009  
January 1, 2005  
January 1, 2000  
January 1, 1995  
+21.8%  
+7.2%  
+7.0%  
+13.7%  
+27.6%  
+3.9%  
-1.6%  
1,218  
1,416  
1,967  
6,861  
1,276  
1,211  
851  
+7.5%  
2,959  
(
a) TOTAL’s share prices, used for the calculation of the total return (including dividends and appreciation), take into account the adjustment made by Euronext Paris ex  
Arkema’s share allocation rights.  
(
b) CAC 40 quotes taken into account to calculate the total return (including dividends and appreciation) include all dividends distributed by the companies that are in the index.  
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TOTAL AND ITS SHAREHOLDERS  
Information summary  
Information in this table prior to May 18, 2006, has been adjusted to take into account the four-for-one stock split. Trading prices and  
dividends have been divided by four and trading volumes in Paris have been multiplied by four.  
Share price  
()  
2009  
2008  
2007  
2006  
2005  
Highest (during regular trading session)  
Adjusted highest (during regular trading session)  
45.785  
59.50  
63.40  
58.15  
57.40  
57.28  
56.54  
(
a)  
Lowest (during regular trading session)  
Adjusted lowest (during regular trading session)  
34.25  
31.52  
48.33  
46.52  
39.50  
38.99  
(
a)  
End of the year (close)  
45.005  
38.91  
56.83  
54.65  
53.05  
52.37  
Adjusted end of the year ( (close)  
a)  
Average of the last 30 trading sessions of the year (close)  
43.194  
39.58  
55.31  
54.30  
54.11  
Trading volume (average per session)  
Euronext Paris  
7,014,959  
2,396,192  
11,005,751 10,568,310 10,677,157 10,838,962  
New York Stock Exchange ( (number of ADRs)  
b)  
2,911,002  
1,882,072  
1,500,331  
1,716,466  
Dividend (c)  
2.28  
2.28  
2.07  
1.87  
1.62  
(
(
a) Adjusted market price of the spin-off of Arkema.  
b) Pursuant to the four-for-one stock split approved by the Shareholders’ Meeting on May 12, 2006, and effective on May 18, 2006, and pursuant to the change in the ADR  
ratio, effective on May 23, 2006, one ADR corresponding to one TOTAL share. Trading volumes in New York before May 23, 2006, have been multiplied by two.  
c) 2009 dividend is subject to the approval by the Shareholders Meeting on May 21, 2010. This amount includes the 2009 interim dividend of 1.14 per share paid on  
November 18, 2009, and is eligible for the 40% rebate applying to individuals residing in France for tax purposes provided for by Article 158 of the French General Tax Code.  
(
TOTAL share price over the past 18 months (Euronext Paris) (a)  
Highest  
Lowest  
Average daily price quoted price quoted  
volume  
()  
()  
September 2008  
October 2008  
November 2008  
December 2008  
January 2009  
February 2009  
March 2009  
April 2009  
May 2009  
June 2008  
July 2009  
12,523,975  
19,433,641  
11,883,725  
9,319,764  
8,277,843  
8,120,267  
9,069,449  
8,163,626  
7,026,974  
6,031,235  
5,956,920  
5,978,302  
7,537,239  
7,312,637  
5,908,294  
5,010,797  
6,089,982  
7,098,526  
49.17  
43.90  
44.55  
42.00  
42.465  
42.185  
39.42  
39.04  
41.97  
42.455  
40.89  
40.64  
42.45  
43.11  
43.495  
45.785  
46.735  
43.165  
49.17  
40.50  
31.52  
36.115  
35.44  
34.35  
36.64  
34.25  
34.72  
38.30  
37.20  
35.75  
36.965  
38.91  
39.005  
40.50  
41.50  
41.215  
40.05  
August 2009  
September 2009  
October 2009  
November 2009  
December 2009  
January 2010  
February 2010  
Maximum for the period  
Minimum for the period  
31.52  
(
a) Source: Euronext Paris.  
TOTAL / 137  
6
TOTAL AND ITS SHAREHOLDERS  
Listing details  
TOTAL share price at closing ()  
6
6
5
5
4
4
3
3
5
0
5
0
5
0
5
0
January  
, 2008  
January  
2, 2009  
December  
31, 2009  
2
TOTAL average daily volume traded (in millions of shares)  
19.4  
15.3  
12.5  
11.9  
9.9  
9.7  
9.4  
9.4  
9.3  
8.3 8.1  
9.1  
8.6  
8.3  
8.2  
7.4  
7.5 7.3  
.0 6.0 6.0  
5.9  
7.0  
6
5.0  
1
38 / TOTAL - Registration Document 2009  
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10 11  
Dividends  
TOTAL AND ITS SHAREHOLDERS  
Dividends  
Dividend policy  
Dividend payment  
In accordance with the policy announced at the Shareholders’  
Meeting on May 14, 2004, an interim dividend is paid in the fourth  
quarter of each year, except under exceptional circumstances.  
BNP Paribas Securities Services manages the payment of the  
dividend, which is made through financial intermediaries using the  
Euroclear France direct payment system.  
The Board of Directors met on September 15, 2009, and approved  
a 2009 interim dividend of 1.14 per share. The ex-dividend date for  
the interim dividend on Euronext Paris was November 13, 2009 and  
the payment date was November 18, 2009.  
The Bank of New York Mellon (101 Barclay Street 22 W, New York,  
NY 10286, USA) manages the payment of dividends to holders of  
American Depositary Receipts (ADRs).  
For 2009, TOTAL plans to continue its dividend policy by proposing  
a dividend of 2.28 per share at the Shareholders’ Meeting on  
May 21, 2010, including a remainder of 1.14 per share, with an  
ex-dividend date on May 27, 2010, and a payment on June 1, 2010.  
This 2.28 per share dividend is stable compared to the previous  
year. Over the past five years, the dividend has increased by an  
1
average of 8.9% per year.  
In 2009, TOTAL’s pay-out ratio was 66% 2.  
(
a) Amounts adjusted to take into account the four-for-one stock split on May 18, 2006.  
1
2
. This increase does not take into account the Arkema share allotment right granted on May 18, 2006.  
. On the basis of adjusted fully-diluted earnings per share of 3.48.  
TOTAL / 139  
6
TOTAL AND ITS SHAREHOLDERS  
Dividends  
Dividend payment on Stock Certificates  
TOTAL issued Stock Certificates (certificats représentatifs d’actions, “CRs”) as part of the public exchange offer for PetroFina shares. The CR  
is a stock certificate provided for by French Law, issued by Euroclear France, intended to circulate exclusively outside of France, and which  
may not be held by French residents. The CR is issued as a physical certificate that is registered in a custody account, and has the  
characteristics of a bearer security. The CR is freely convertible from a physical certificate into a security registered on a custody account and  
conversely. However, pursuant to the Belgian law of December 14, 2005 on the dematerialization of securities in Belgium, CRs may only be  
delivered in the form of a dematerialized certificate once this law became effective on January 1, 2008. New CRs were issued following  
TOTAL’s four-for-one stock split in 2006. ING Belgique is the bank handling the payment of any coupon detached from any outstanding CR.  
No fees are applicable to the payment of coupons detached from CRs, except for any income or withholding taxes; the payment may be  
received at the teller windows of the following institutions:  
ING Belgique  
Avenue Marnix 24, 1000 Brussels, Belgium  
Montagne du Parc 3, 1000 Brussels, Belgium  
Avenue du Port 2, 1080 Brussels, Belgium  
BNP Paribas Fortis  
KBC BANK N.V.  
Strips-VVPR TOTAL  
Strips-VVPR are securities that allow a shareholder resident in Belgium to reduce the Belgian withholding tax applicable to securities income  
on the dividend paid by TOTAL from 25% to 15%. These Strips-VVPR are traded separately from TOTAL shares and are listed on the semi-  
official market (marché semi-continu) of the Brussels stock exchange. According to the Belgian law of December 14, 2005, on the  
dematerialization of securities in Belgium, the Strips VVPR may only be delivered in the form of a dematerialized certificate after this law  
became effective on January 1, 2008.  
Strips-VVPR grant rights only if accompanied by TOTAL shares. There were 227,734,056 strips-VVPR TOTAL outstanding as of December 31,  
2
009.  
Coupons  
For the year ended  
December 31,  
Ex-dividend  
date  
Payment  
date  
Expiration  
date  
Net amount  
Net amount (a)  
Type  
()  
()  
2
2
003  
004  
05/24/2004 05/24/2004  
11/24/2004 11/24/2004  
05/24/2009  
Dividends  
4.70  
1.18  
11/24/2009  
05/24/2010  
Interim dividend  
Final dividend  
2.40  
3.00  
0.60  
0.75  
0
5/24/2005 05/24/2005  
11/24/2005 11/24/2005  
5/18/2006 05/18/2006  
11/17/2006 11/17/2006  
5/18/2007 05/18/2007  
11/16/2007 11/16/2007  
5/20/2008 05/23/2008  
11/14/2008 11/19/2008  
5/19/2009 05/22/2009  
11/13/2009 11/18/2009  
5/27/2010 06/01/2010  
2
2
2
2
2
005  
11/24/2010  
05/18/2011  
Interim dividend  
Final dividend  
3.00  
3.48  
0.75  
0.87  
0
006  
11/17/2011  
05/18/2012  
Interim dividend  
Final dividend  
0.87  
1.00  
0.87  
1.00  
0
007  
11/16/2012  
05/23/2013  
Interim dividend  
Final dividend  
1.00  
1.07  
1.00  
1.07  
0
008  
11/19/2013  
05/22/2014  
Interim dividend  
Final dividend  
1.14  
1.14  
1.14  
1.14  
0
009 (b)  
11/18/2014 Interim dividend  
06/01/2015 Final dividend  
1.14  
1.14  
1.14  
1.14  
0
(
(
a) Net amounts adjusted to take into account the four-for-one stock split on May 18, 2006.  
b) A resolution will be submitted to the Shareholders Meeting on May 21, 2010, to pay a cash dividend of 2.28 per share for fiscal year 2009. Taking into account the interim  
dividend of 1.14 per share with an ex-dividend date of November 13, 2009, and payment date of November 18, 2009, the final dividend would be 1.14 per share with an  
ex-dividend date of May 27, 2010 and payment date of June 1, 2010.  
1
40 / TOTAL - Registration Document 2009  
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10 11  
Share buybacks  
TOTAL AND ITS SHAREHOLDERS  
Share buybacks  
The Shareholders’ Meeting of May 16, 2008, authorized the Board  
of Directors for a period of eighteen months to buy and sell the  
Company’s shares within the framework of the share buyback  
program, described in the 2008 Registration Document. The  
maximum purchase price was set at 80 per share. The number of  
shares acquired may not exceed 10% of the authorized share  
capital.  
Share buybacks and cancellations in  
2009  
In 2009, TOTAL did not buy back any shares. Over the twenty-four  
months prior to December 31, 2009, the Company cancelled  
The Shareholders’ Meeting of May 15, 2009, after acknowledging  
the Report of the Board of Directors, authorized the Board of  
Directors, in accordance with the provisions of Article L. 225-209 of  
the French Commercial Code and of European Regulation  
54,800,000 TOTAL shares, representing 2.3% of the share capital  
as of December 31, 2009.  
2
273/2003 dated December 22, 2003, concerning the application of  
 Percentage of share capital bought back 1  
Council Directive 2003/6/EC dated January 28, 2003, to buy and  
sell the Company’s shares within the framework of the share  
buyback program. The maximum purchase price was set at 70 per  
share. The number of shares acquired may not exceed 10% of the  
authorized share capital. This authorization was granted for a period  
of 18 months and replaced the previous authorization granted by  
the Shareholders’ Meeting of May 16, 2008.  
3.1%  
2.8%  
1
.2%  
A resolution will be submitted to the Shareholders’ Meeting  
scheduled for May 21, 2010 to authorize trading in TOTAL shares  
through a share buyback program performed in accordance with  
the provisions of Article L. 225-209 of the French Commercial Code  
and of Council Regulation 2273/2003 dated December 22, 2003,  
concerning the application of Council Directive 2003/6/EC dated  
January 28, 2003. This program is described on pages 143 to 147  
of this Registration Document.  
1
.0%  
0.0%  
2005  
2006  
2007  
2008  
2009  
1. Average share capital of year N = (share capital as of December 31, N-1+ share capital as of December 31, N)/2. For 2005, 2006, 2007 and 2008, excluding share buybacks  
linked to restricted share granted under the 2005, 2006, 2007 and 2008 plans.  
TOTAL / 141  
6
TOTAL AND ITS SHAREHOLDERS  
Share buybacks  
cancelling shares held by the Company during a 24-month period,  
Board’s report on share buybacks  
the Board of Directors decided to cancel 30,000,000 shares on  
July 31, 2008, and 24,800,000 shares on July 30, 2009. These  
shares were accounted for as long-term securities in the parent  
company’s financial statements. This authorization will no longer be  
valid from the date of the Shareholders’ Meeting to approve the  
financial statements for the year ending December 31, 2011.  
Share buybacks during 2009  
In 2009, TOTAL did not buy back any shares.  
Based on 2,348,422,884 shares outstanding as of  
December 31, 2009, and given the cancellations carried out  
successively on July 31, 2008 (30,000,000 shares) and  
July 30, 2009 (24,800,000 shares), the Company may cancel a  
maximum of 180,042,288 shares up to and including July 31, 2010,  
before reaching the cancellation threshold of 10% of share capital  
cancelled during a 24-month period.  
Shares held in the name of the Company and  
its subsidiaries as of December 31, 2009.  
As of December 31, 2009, the Company held directly 15,075,922  
TOTAL shares, representing 0.64% of TOTAL’s share capital. By  
law, the voting rights and dividend rights of these shares are  
suspended.  
Reallocation for other approved purposes  
during fiscal year 2009  
After taking into account the shares held by Group subsidiaries that  
are entitled to a dividend but deprived of voting rights, the total  
number of TOTAL shares held by the Group as of December 31,  
2
009, was 115,407,190, representing 4.91% of TOTAL’s share  
capital comprised, on the one hand, of 15,075,922 treasury shares,  
,017,499 shares held to cover call options, 5,799,400 shares to  
Shares purchased by the Company under the authorization granted  
by the Shareholders’ Meeting of May 16, 2008, or under previous  
authorizations, were not reallocated in 2009 to purposes other than  
those initially specified at the time of purchase.  
6
cover restricted share grants, 3,259,023 shares to cover new share  
purchase option plans or restricted share grants and, on the other  
hand, of 100,331,268 shares held by subsidiaries.  
Conditions for the buyback and use of  
derivative products  
For shares bought back to be allocated to Company or Group  
employees as part of one of the provisions referred to in Article 3 of  
EC Regulation No.2273/2003 of December 22, 2003, note that  
when such shares are held to cover call options that have expired  
or restricted share grants that have not been awarded at the end of  
the vesting period, they will be allocated to new TOTAL share  
purchase options plans or restricted share grants that could be  
approved by the Board of Directors.  
Between January 1, 2009 and February 28, 2010, the Company did  
not use any derivative products on the financial markets as part of  
the share buyback programs successively authorized by the  
Shareholders’ Meetings on May 16, 2008 and May 15, 2009.  
Sale of shares during 2009  
 Treasury shares  
5
48,656 TOTAL shares were sold in 2009 at an average price of  
As of February 28, 2010, the Company held 14,710,872 TOTAL  
treasury shares, representing 0.63% of TOTAL’s share capital. By  
law, the voting rights and dividend rights of these shares are  
suspended.  
39.21 per share through the exercise of TOTAL share purchase  
options granted under share purchase option plans approved by  
the Board of Directors on July 10, 2001 and July 9, 2002.  
In addition, 2,326,249 TOTAL shares were sold in 2009 pursuant to  
the shares finally granted under the restricted share grants  
approved by the Board of Directors on July 19, 2005,  
July 18, 2006, July 17, 2007 and September 9, 2008.  
After taking into account the shares held by Group subsidiaries that  
are entitled to a dividend but deprived of voting rights, the total  
number of TOTAL shares held by the Group as of February 28,  
2
010 was 115,042,140, representing 4.90% of TOTAL’s share  
Cancellation of Company shares during 2008,  
009 and 2010  
capital comprised, on the one hand, of 14,710,872 treasury shares,  
including 5,653,571 shares held to cover call options, 5,799,120  
shares to cover restricted share grants, 3,258,181 shares to cover  
new share purchase option plans or restricted share grants and, on  
the other hand, of 100,331,268 shares held by subsidiaries.  
2
Pursuant to the authorization granted by the Shareholders’ Meeting  
on May 11, 2007, to reduce the share capital by up to 10% by  
1
42 / TOTAL - Registration Document 2009  
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10 11  
Share buybacks  
TOTAL AND ITS SHAREHOLDERS  
Summary table of transactions completed by the Company involving its own shares from March 1, 2009 to February 28, 2010 (a)  
Gross cumulated flows Open positions as of February 28, 2010  
Purchases  
Sales (b)  
Open buy positions  
Open sell positions  
Forward  
Number of shares  
904,370 Bought calls  
buys Sold calls Forward sells  
Average maximum maturity date  
Average transaction price ()  
Average exercise price  
Amounts (M)  
39.14  
35.4  
(
(
a) In compliance with the applicable regulations as of February 28, 2010, the period indicated commenced the day after the date used as a reference for the publication of  
information regarding the previous program (Registration Document 2008).  
b) Shares disposed of pursuant to the exercise of TOTAL share purchase options as part of the share purchase option plans decided by the Board of Directors on July 10, 2001  
and July 9, 2002.  
In addition, 2,324,329 TOTAL shares were sold between March 1, 2009 and February 28, 2010, pursuant to the shares finally granted under  
the restricted share grants approved by the Board of Directors on July 19, 2005, July 18, 2006, July 17, 2007 and September 9, 2008.  
Treasury shares  
As of February 28, 2010  
Percentage of share capital held by TOTAL S.A.  
0.63%  
Number of shares held in portfolio (a)  
14,710,872  
581  
Book value of the portfolio (at purchase price) (M)  
Market value of the portfolio (M) (  
b)  
603  
Percentage of capital held by the entire Group (c)  
4.90%  
Number of shares held in portfolio  
115,042,140  
3,608  
Book value of the portfolio (at purchase price) (M)  
Market value of the portfolio (M) (  
b)  
4,714  
(
a) TOTAL S.A. has not bought back any shares during the 3 business days preceding February 28, 2010. As a result, TOTAL S.A. owns all the shares held in portfolio as of this  
date.  
(
(
b) On the basis of a closing price of 40.98 per share as of February 26, 2010.  
c) TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.  
Legal framework  
2010-2011 share buyback program  
Implementation of the share buyback program, which falls within  
the legal framework created by French Law No. 98-546 of  
July 2, 1998, containing various economic and financial provisions  
and within the framework of the provisions of European Regulation  
No. 2273/2003 of December 22, 2003, on the conditions for the  
application of Council Directive No. 2003/6/EC of January 28, 2003,  
is subject to approval by TOTAL S.A.’s Shareholders’ Meeting of  
May 21, 2010, through the sixth resolution, which reads as follows:  
Description of the share buyback program under Article 241-1  
and following of the French Financial Markets Authority  
(Autorité des marchés financiers) General Regulation  
Objectives of the share buyback program  
“Ruling under conditions for quorum and majority required for  
ordinary general meetings and upon presentation of the report by  
the Board of Directors, and certain information appearing in the  
description of the program prepared in accordance with  
o Reduce the Company’s capital through the cancellation of  
shares;  
Articles 241-1 and thereafter of the General Regulation (règlement  
général) of the French Financial Markets Authority (Autorité des  
marchés financiers) and in accordance with the provisions of Article  
L. 225-209 of the French Commercial Code and of Council  
Regulation No. 2273/2003 dated December 22, 2003, concerning  
the application of Council Directive No. 2003/6/CE dated  
o Honor the Company’s obligations related to securities convertible  
or exchangeable into Company shares; and  
o Honor the Company’s obligations related to stock option  
programs or other share grants to employees of the Company or  
Group Companies.  
TOTAL / 143  
6
TOTAL AND ITS SHAREHOLDERS  
Share buybacks  
January 28, 2003, the shareholders hereby authorize the Board of  
Directors to buy or sell shares within the framework of a share  
buyback program.  
o Sold to employees, either directly or through the intermediary of  
Company savings plans; or  
o Delivered to the holders of securities that grant such rights to  
receive such shares, either through redemption, conversion,  
exchange, presentation of a warrant or in any other manner.  
The purchase of such shares may be transacted by any means on  
the market or over the counter, including the purchase of blocks of  
shares under the conditions authorized by the competent market  
authorities. Within this framework, this includes using any financial  
derivative instrument traded on a regulated market or over the  
counter and implementing option strategies.  
This program may also be used by the Company to trade in its own  
shares, either on or off the market, for any other purpose that is  
authorized or any permitted market practice, or any other purpose  
that may be authorized or any other market practice that may be  
permitted under the applicable law or regulation. In case of  
transactions other than the mentioned intended purpose, the  
Company will inform its shareholders in a press release.  
These transactions may be carried out at any time, except any  
public offering periods applying to the Company’s share capital, in  
accordance with the applicable rules and regulations.  
The maximum purchase price is set at 70 per share.  
While they are held by the Company, such shares will be deprived  
of voting rights and dividend rights.  
In case of a capital increase by incorporation of reserves and  
restricted share grants, and in the case of a stock-split or a reverse-  
stock-split, this maximum price shall be adjusted by applying the  
ratio of the number of shares outstanding before the transaction to  
the number of shares outstanding after the transaction.  
This authorization is granted for a period of eighteen months from  
the date of this meeting or until the date such authorization is  
renewed at a Shareholders’ Meeting prior to the expiration of such  
1
8-month period.  
Pursuant to Article L. 225-209 of the French Commercial Code, the  
maximum number of shares that may be bought back under this  
authorization may not exceed 10% of the total number of shares  
outstanding, as this number may be adjusted from time to time as a  
result of transactions after the date of the present meeting, and  
under no circumstances may the Company hold, either directly or  
indirectly through indirect subsidiaries, more than 10% of its share  
capital.  
The Board of Directors is hereby granted full authority, with the right  
to delegate such authority, to undertake all actions necessary or  
desirable to carry out the program or programs authorized by this  
resolution. This resolution cancels and replaces up to unused  
portion of the previous authorization granted by the seventh  
resolution of the Shareholders’ Meeting held on May 15, 2009.”  
As of December 31, 2009, of the 2,348,422,884 shares outstanding  
at this date, the Company held 15,075,922 shares directly and  
The Shareholders’ Meeting of May 11, 2007, had also authorized  
the Board of Directors to reduce the capital by cancellation of  
shares up to a maximum of 10% of the share capital over a period  
of twenty-four months in accordance with the following resolution:  
1
1
00,331,268 shares indirectly through its subsidiaries, for a total of  
15,407,190 shares. Under these circumstances, the maximum  
number of shares that the Company could buy back is 119,435,098  
shares, and the maximum amount that the Company may spend to  
acquire such shares is 8,360,456,860.  
“Upon presentation of the report of the Board of Directors and the  
auditors’ special report, and ruling under conditions for quorum and  
majority required for extraordinary general meetings, the  
shareholders hereby authorize the Board of Directors, in  
The purpose of this share buyback program is to reduce the  
number of shares outstanding or to allow the Company to fulfill its  
engagements in connection with:  
accordance with Article L. 225-209 of the French Commercial  
Code, to reduce the company’s capital on one or more occasions  
by cancelling shares that the Company holds or that it could hold  
as a result of purchases made in connection with this same article.  
The shareholders hereby grant all powers to the Board of Directors,  
with the option to sub-delegate such powers under conditions  
provided for by law, to carry out such capital reduction or  
reductions based on its decisions alone, in 24-month periods and  
within the limit of 10% of the total number of shares outstanding as  
of the transaction date, to decide on the amount, and to apply the  
difference between the buyback value of the securities and their par  
value against any reserves or premiums, to amend the by-laws  
accordingly, and to complete all necessary formalities related  
thereto. This authorization shall cancel and replace any unused  
amounts otherwise available under the authorization granted by the  
thirteenth resolution of the Shareholders’ Meeting of May 7, 2002,  
and shall expire at the conclusion of the Shareholders’ Meeting  
called to approve the financial statements for the fiscal year ending  
December 31, 2011.”  
o Convertible or exchangeable securities that may give holders  
rights to receive shares upon conversion or exchange; and  
o Share purchase option plans, employee shareholding plans,  
company savings plans, or other share allocation programs for  
management or employees of the Company or of Group  
companies (in particular as part of restricted share grants).  
According to the intended purpose, the treasury shares that are  
acquired by the Company through this program may be:  
o Cancelled up to the maximum legal limit of 10 % of the total  
number of shares outstanding on the date of the operation during  
each 24-month period;  
o Granted to the employees of the Group and to the management  
of the Company or of other companies in the Group;  
o Delivered to the holders of Company’s share subscription options  
having exercised such options;  
1
44 / TOTAL - Registration Document 2009  
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Share buybacks  
TOTAL AND ITS SHAREHOLDERS  
the conditions authorized by the competent market authorities.  
Within this framework, this includes using any financial derivative  
instrument traded on a regulated market or over the counter and  
implementing option strategies, with the Company taking  
measures, however, to avoid increasing the volatility of its stock.  
The portion of the program realized through the purchase of blocks  
of shares will not be subject to quota allocation, up to the limit set  
by this resolution. These shares may be bought back at any time in  
accordance with current regulation, except any public offering  
periods applying to the Company’s share capital.  
Conditions  
Maximum share capital to be purchased and  
maximum funds allocated to the transaction  
The maximum number of shares that may be purchased under the  
authorization proposed to the Shareholders’ Meeting of May 21,  
2
010, may not exceed 10% of the total number of shares  
outstanding, with this limit applying to an amount of the Company’s  
share capital that will be adjusted, if necessary, to include  
transactions affecting the share capital subsequent to this meeting;  
purchases made by the Company cannot in any case result in the  
Company holding more than 10% of the share capital, either  
directly or indirectly through subsidiaries.  
Duration and schedule of the share buyback program  
Before any share cancellation under the authorization given by the  
Shareholders’ Meeting of May 11, 2007, based on the number of  
shares outstanding as of December 31, 2009 (2,348,422,884  
shares), and given the 115,042,140 shares held by the Group on  
February 28, 2010, representing 4.90% of the share capital, the  
maximum number of shares that may be purchased would be  
In accordance with the sixth resolution, which will be subject to  
approval of the Shareholders’ Meeting of May 21, 2010, the share  
buyback program may be implemented over an 18-month period  
following the date of this meeting, expiring therefore on  
November 21, 2011.  
119,800,148 shares representing a theoretical maximum investment  
of 8,386,010,360 based on the maximum purchase price of 70.  
 Transactions carried out under the previous program  
Conditions for buybacks  
Transactions carried out under the previous program are listed in  
the special report of the Board of Directors on share buybacks (see  
pages 142 and 143 of this Registration Document).  
Such shares may be bought back by any means on the market or  
over the counter, including the purchase of blocks of shares under  
TOTAL / 145  
6
TOTAL AND ITS SHAREHOLDERS  
Shareholders  
Shareholders  
shareholders holding 4,938 shares. In May 2003, the same group of  
Relationship between TOTAL and  
the French State  
former minority PetroFina shareholders brought a complaint against  
Total Chimie and PetroFina before the Commercial Court of  
Brussels contesting, in particular, the price offered by Total Chimie  
in the squeeze-out procedure and the terms of PetroFina’s sale of  
the assets of Fina Exploration Norway (FEN SA) to Total Norge AS  
in December 2000. In June 2006, the same group of shareholders  
brought a complaint against TOTAL S.A. On May 31, 2007 and  
February 8, 2008, the Commercial Court of Brussels rendered  
preliminary rulings in which it appointed an expert to examine the  
valuation of PetroFina’s assets in Angola and Norway with regard to  
the squeeze-out procedure launched by Total Chimie. On April 16,  
Since the decree of December 13, 1993, providing for a unique Elf  
Aquitaine share to the French State was repealed on October 3,  
002, no agreement governing shareholding relationships between  
TOTAL (or its subsidiary Elf Aquitaine) and the French State has  
been implemented.  
2
2008, Total Chimie, PetroFina and TOTAL S.A. appealed the  
decisions rendered by the Commercial Court of Brussels. The legal  
proceeding is currently pending before the Court of Appeals of  
Brussels. Following the withdrawal of several minority shareholders,  
the plaintiffs account for less than 2,500 securities as of today.  
Merger of Total with PetroFina in  
1999  
Merger of TotalFina with Elf  
Aquitaine  
In December, 1998, Total 1 signed an in-kind contribution  
agreement with Electrafina, Investor, Tractebel, Electrabel and AG  
1
824 (the Contributors), under which the Contributors exchanged  
their PetroFina shares. Total then launched in 1999 a public  
exchange offer for the remaining PetroFina shares not in its  
possession, at the same parity of exchange as the previous one.  
Following this public offer, Total held 98.8% of Petrofina’s share  
capital.  
In 1999, the Boards of Directors of TotalFina and Elf Aquitaine  
recommended to their shareholders that the two companies merge  
through a public exchange offer. TotalFina acquired 254,345,078  
shares of Elf Aquitaine in exchange for 371,735,114 new TotalFina  
shares. In 2000, the Board of Directors launched an offer for the  
remaining Elf Aquitaine shares not yet held by the Company. Upon  
completion of this offer, TotalFinaElf acquired 10,828,326 shares of  
Elf Aquitaine in exchange for 14,437,768 new TotalFinaElf shares.  
In October 2000, TotalFinaElf launched, at the same parity of  
exchange as the previous one, a complementary public exchange  
offer for the PetroFina shares not yet held by the Company. As of  
December 31, 2000, TotalFinaElf held 99.6% of PetroFina’s share  
capital. Then in April 2001, the Extraordinary Shareholders’ Meeting  
of Total Chimie approved TotalFinaElf’s contribution to Total Chimie  
Elf Aquitaine shares are traded in the delisted shares section of the  
regulated markets (compartiment des valeurs radiées des marchés  
réglementés of Euronext Paris) and may be traded at a price fixed  
daily at 3:00 p.m. (Paris time).  
(a 100% subsidiary of TOTAL S.A.) of the entire interest held by the  
Company in PetroFina. Finally in September, 2001, the Board of  
Directors of Total Chimie decided to launch a squeeze-out  
procedure for the 90,129 PetroFina shares not yet held. Since the  
end of the squeeze-out, all shares of PetroFina have been held by  
Total Chimie.  
As of December 31, 2009, TOTAL S.A. held, directly and indirectly,  
2
1
79,875,134 shares of Elf Aquitaine, taking into account the  
0,635,844 Elf Aquitaine treasury shares held by Elf Aquitaine. This  
represented 99.48% of Elf Aquitaine’s share capital (281,343,859  
shares) and 538,308,099 voting rights, or 99.72% of the  
On December 22, 2006, the Court of Appeal of Brussels rendered a  
decision in which it put an end to the escrow ordered by the  
Commercial Court of Brussels dated April 15, 2002, following a  
motion for a summary hearing filed by minority PetroFina  
539,811,865 voting rights exercisable at Shareholders Meetings.  
1. The name “Total” was changed to “TotalFina S.A.” on June, 14 1999. The name “TotalFina S.A” was then changed to “TotalFinaElf S.A” by the Shareholders Meeting of  
March 22, 2000. It was then changed to “TOTAL S.A.” by the Shareholders Meeting of May 6, 2003.  
1
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10 11  
Shareholders  
TOTAL AND ITS SHAREHOLDERS  
On March 24, 2010, TOTAL S.A. has filed a public tender offer followed by a squeeze out with the French Autorité des marchés financiers  
AMF) in order to buy the 1,468,725 Elf Aquitaine shares that it does not already hold at a price of 305 per share (including the remaining 2009  
(
dividend). Subject to a clearance decision from the AMF, the Elf Aquitaine shares targeted by the offer which have not been tendered to the  
offer will be transferred to TOTAL S.A. under the squeeze out on the first trading day after the offer closing date, upon payment to the  
shareholders equal to the offer price. After the squeeze out, TOTAL S.A. will hold all Elf Aquitaine shares either directly or indirectly. These  
shares will then be delisted from the Compartment of the delisted securities on the regulated market managed by Euronext Paris S.A.  
Principal shareholders  
Holdings of principal shareholders  
The principal shareholders of TOTAL as of December 31, 2009, 2008 and 2007 are set forth in the table below:  
2
009  
2008  
% of  
2007  
% of  
%
of  
% of  
% of  
% of  
% of  
share voting  
share voting  
theoretical  
share voting  
capital rights capital rights  
(
a)  
As of December 31,  
capital rights voting rights  
Groupe Bruxelles Lambert (b) (c)  
4.0  
1.4  
0.0  
0.2  
4.0  
1.4  
0.0  
0.2  
3.7  
1.3  
0.0  
0.2  
4.0  
1.4  
0.3  
0.2  
4.0  
1.4  
0.6  
0.2  
3.9  
1.4  
0.3  
0.2  
4.0  
1.4  
0.6  
0.3  
(b) (c)  
Compagnie Nationale à Portefeuille  
(
b)  
Areva  
BNP Paribas  
(
b)  
Group employees (b) (d)  
3.9  
1.4  
7.5  
2.4  
6.8  
2.2  
3.8  
1.2  
7.4  
2.1  
3.6  
1.2  
7.0  
2.1  
Other registered shareholders (non-Group)  
Treasury shares  
of which TOTAL S.A.  
of which Total Nucléaire  
of which subsidiaries of Elf Aquitaine  
4.9  
0.6  
0.1  
4.2  
8.5  
0.6  
0.2  
7.7  
6.0  
1.8  
0.1  
4.1  
6.3  
2.1  
0.1  
4.1  
Other bearer shareholders  
of which holders of ADS (e)  
84.2  
7.5  
84.5  
7.6  
77.3  
6.9  
83.1  
8.2  
84.3  
8.3  
83.1  
8.5  
84.6  
8.6  
(
a) Pursuant to article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares to which voting rights  
are attached, including treasury shares that are deprived of voting rights.  
(
(
b) Shareholders with an executive officer (or a representative of employees) serving as a director of TOTAL S.A.  
c) Groupe Bruxelles Lambert is a company controlled jointly by the Desmarais family and Frère-Bourgeois S.A., and for the latter mainly through its direct and indirect interest in  
Compagnie Nationale à Portefeuille.  
(
(
d) Based on the definition of employee shareholding pursuant to Article L. 225-102 of the French Commercial Code.  
e) American Depositary Shares listed on the New York Stock Exchange.  
As of December 31, 2009, the holdings of the principal shareholders were calculated on the basis of 2,348,422,884 shares, representing  
1
2
,339,384,550 voting rights exercisable at Shareholders’ Meetings or 2,555,123,008 theoretical voting rights including:  
o 200,662,536 voting rights attached to the 100,331,268 TOTAL shares held by TOTAL S.A. subsidiaries that cannot be exercised at  
Shareholders’ Meetings; and  
o 15,075,922 voting rights attached to the 15,075,922 TOTAL shares held by TOTAL S.A. deprived of voting rights.  
For prior years, the principal shareholders’ interests were established on the basis of 2,371,808,074 shares, to which were attached  
2
,339,251,395 voting rights that could be exercised at Shareholders’ Meetings as of December 31, 2008, and of 2,395,532,097 shares to  
which were attached 2,353,106,888 voting rights that could be exercised at Shareholders’ Meetings as of December 31, 2007.  
1. Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares, including those shares  
held by the Group that are deprived of voting rights.  
TOTAL / 147  
6
TOTAL AND ITS SHAREHOLDERS  
Shareholders  
of a share capital of a share capital of 2,347,601,812 shares  
representing 2,554,431,468 voting rights). To the Company’s  
knowledge, CNP, jointly with GBL, held, as of December 31,  
Identification of the holders of bearer shares  
In accordance with Article 9 of its by-laws, the Company is  
authorized, to the extent permitted under applicable law, to identify  
the holders of securities that grant immediate or future voting rights  
at the Company’s Shareholders’ Meetings.  
2009, 5.41% of the share capital representing 5.46% of the  
voting rights exercisable at Shareholders’ Meetings and 5% of  
1
the theoretical voting rights .  
o The collective investment fund (Fonds commun de placement)  
Legal thresholds  
TOTAL ACTIONNARIAT FRANCE”.  
To the Company’s knowledge, the collective investment fund  
In addition to the legal obligation to inform the Company and the  
French Financial Markets Authority (Autorité des marchés financiers)  
within four business days when thresholds representing 5%, 10%,  
(fonds commun de placement) “TOTAL ACTIONNARIAT FRANCE”  
held, as of December 31, 2009, 3.02% of the share capital  
representing 5.76% of the voting rights exercisable at a  
Shareholders’ Meeting and 5.28% of the theoretical voting rights .  
1
%, 50%, 662⁄  
3%, 90% or 95% of the share  
1
5%, 20%, 25%, 33 ⁄  
3
1
1
capital or voting rights are crossed (Article L. 233-7 of the French  
Commercial Code), any individual or entity who directly or indirectly  
acquires a percentage of the share capital, voting rights or rights  
giving future access to the share capital of the Company which is  
equal to or greater than 1%, or a multiple of this percentage, is  
required to notify the Company within fifteen days by registered  
mail with return receipt requested, and declare the number of  
securities held.  
 Shareholders’ agreements  
TOTAL is not aware of any agreements among its shareholders.  
In case the shares above these thresholds are not declared, any  
shares held in excess of the threshold and undeclared may be  
deprived of voting rights at future Shareholders’ Meetings if, at that  
meeting, the failure to make a declaration is acknowledged and if  
one or more shareholders holding collectively at least 3% of the  
Company’s share capital or voting rights so request at that meeting.  
Treasury shares  
As of December 31, 2009, the Company held 115,407,190 TOTAL  
shares either directly or through its indirect subsidiaries, which  
represented 4.91% of the share capital, as of this date. By law,  
these shares are also deprived of voting rights.  
All individuals and entities are also required to notify the Company  
in due form and within the time limits stated above when their direct  
or indirect holdings fall below each of the aforementioned  
thresholds.  
For further information, see Chapter 8 (General Information–  
Treasury shares) of this Registration Document.  
Holdings above the legal thresholds  
TOTAL shares held directly by the Company  
(treasury shares)  
In accordance with Article L. 233-13 of the French Commercial  
Code, only one shareholder, Compagnie Nationale à Portefeuille  
(
5
CNP) and Groupe Bruxelles Lambert (GBL), acting together, holds  
% or more of TOTAL’s share capital at year-end 2009 .  
2
The Company held 15,075,922 treasury shares as of  
December 31, 2009, representing 0.64% of the share capital as of  
that date.  
In addition, two known shareholders held 5% or more of the voting  
rights exercisable at TOTAL Shareholders’ Meetings at year-end  
2
009:  
TOTAL shares held by Group companies  
o CNP jointly with GBL.  
As of December 31, 2009, Total Nucléaire, a Group company  
wholly-owned indirectly by TOTAL held 2,023,672 TOTAL shares.  
As of December 31, 2009, Financière Valorgest, Sogapar and  
Fingestval, indirect subsidiaries of Elf Aquitaine, held respectively  
In the AMF notice No. 209C1156 dated September 2, 2009, CNP  
and GBL acting together declared that they held more than the  
threshold of 5% of the voting rights of TOTAL as of  
August 25, 2009, and held 127,149,464 TOTAL shares  
representing 127,745,604 voting rights, i.e. 5.42% of the share  
22,203,704, 4,104,000 and 71,999,892 TOTAL shares, representing  
1
a total of 98,307,596 TOTAL shares. As of December 31, 2009, the  
Company held through its indirect subsidiaries 4.27% of the share  
capital.  
capital and 5.0009% of the theoretical voting rights (on the basis  
1. Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares, including those shares  
held by the Group that are deprived of voting rights.  
. AMF notice No. 209C1156 dated September 2, 2009.  
2
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Shareholders  
TOTAL AND ITS SHAREHOLDERS  
Shares held by members of the  
administrative and management  
bodies  
Shareholding structure  
Estimates as of December 31, 2009, excluding treasury  
shares  
By shareholder type  
Related information appears on Chapter 5 (Corporate Governance —  
Composition of the Board of Directors, Shares held by Directors and  
Executive Officers) of this Registration Document.  
Group  
(a)  
employees  
Individual  
shareholders  
4
%
8
%
Employee shareholding  
Institutional  
shareholders  
Related information appears in Chapter 5 (Corporate Governance,  
Arrangements for involving employees in the capital of the  
Company) and Chapter 8 (General Information, Employee incentives  
and profit-sharing) of this Registration Document.  
88% of which 25% in France  
1
2
2
2% in the United Kingdom  
1% in Rest of Europe  
5% in North America  
5% in Rest of World  
(
a) Based on the definition of employee shareholding pursuant to Article L. 225-102  
of the French Commercial Code.  
The number of French individual TOTAL shareholders is estimated  
at approximately 540,000.  
By geographic area  
Rest of world  
5%  
North America  
26%  
France  
5 %  
3
Rest of Europe  
2%  
2
United Kingdom  
2%  
1
TOTAL / 149  
6
TOTAL AND ITS SHAREHOLDERS  
Shareholders  
Regulated agreements and related  
party transactions  
Regulated agreements and undertakings  
The special report of the statutory auditors of TOTAL S.A. on  
regulated agreements and undertakings in accordance with Article  
L. 225-38 of the French Commercial Code for fiscal year 2009  
appears in Appendix 3, page 282 of this Registration Document.  
The list and purpose of the other regulating to agreements related  
to current operations entered into under normal terms and  
conditions and covered by Articles L. 225-39 and L. 225-115 of the  
French Commercial Code, provided to the shareholders at the  
Company’s corporate offices, contains no agreement likely to have  
a significant impact on the Company’s financial situation.  
No agreement links the Company to a shareholder holding a  
fraction greater than 10% of the Company’s voting rights.  
Related party transactions  
Details of transactions with related entities as required by the  
regulations adopted under EC regulation No. 1606/2002, entered  
into by the Group Companies during fiscal years 2007, 2008 or  
2
009, appear in Note 24 to the Consolidated Financial Statements  
of this Registration Document.  
These transactions primarily concern equity affiliates and  
non-consolidated companies in which TOTAL exercises significant  
influence.  
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Information for overseas shareholders  
TOTAL AND ITS SHAREHOLDERS  
Information for overseas shareholders  
Pursuant to French law, a country or territory is described as  
non-cooperative should the following cumulative conditions be  
satisfied: (1) it is not a member of the European Union; and (2) it has  
not concluded with France and with at least twelve other countries  
or territories a convention on administrative assistance for the  
exchange of any information necessary for the application of tax  
legislation of the relevant parties.  
Countries or territories that have signed such a convention with  
France prior to January 1, 2010, will not be registered on the NCCT  
list, even if the convention has not entered into force as of that date  
(conversely, such countries or territories will be registered on the  
NCCT list if the convention has not entered into force by January 1,  
United States holders of ADRs  
Information intended for U.S. holders of TOTAL’s American  
Depositary Shares (ADSs), represented by American Depositary  
Receipts (ADRs), is provided in the Form 20-F filed by TOTAL S.A.  
with the United States Securities and Exchange Commission for the  
year ended December 31, 2009.  
2011). A list of NCCTs will be established annually and updated by  
the French tax authorities. The procedure for application of this new  
tax provision has not yet been released by the French tax  
authorities.  
Non-resident shareholders (other  
than U.S. Shareholders)  
According to many tax treaties signed between France and other  
countries (“Tax Treaties”), the rate of French withholding tax is  
reduced in the case of dividends paid to a beneficial owner of the  
dividend that is a resident of one of these countries as defined by  
the Tax Treaties, provided that certain requirements are satisfied  
In addition to Euronext Paris, TOTAL’s shares have been listed on  
the London Stock Exchange since 1973 and on the Brussels stock  
exchange since 1999.  
(“Eligible Holder”).  
Countries with which France has signed a Tax Treaty providing for a  
reduction of the French withholding tax rate on dividends to 15%  
include Austria, Belgium, Canada, Germany, Ireland, Italy, Japan,  
Luxembourg, Norway, the Netherlands, Singapore, South Africa,  
Spain, Switzerland, and the United Kingdom (this is not an  
exhaustive list).  
Dividends  
Administrative guidelines issued by the French Tax Authorities set  
forth the conditions under which the reduced French withholding  
tax rate of 15% may be available. The immediate application of the  
reduced 15% rate is available only to Eligible Holders who may  
benefit from the so-called “simplified procedure” and are residents  
of a country with which France has concluded a Tax Treaty that  
provides for a reduction of the withholding tax.  
Dividends paid to non-French resident shareholders are generally  
subject to French withholding tax at a rate of 25%.  
Effective January 2008, the 25% withholding tax rate was reduced  
to 18% for dividends distributed to individuals who are residents,  
for tax purposes, within the European Union, in Iceland or in  
Norway.  
Under the “simplified procedure”, such Eligible Holders may claim  
the instant application of the reduced 15% withholding tax on the  
dividends to be received by them, provided that:  
In accordance with the French Finance Law for 2009 (Loi de  
Finances rectificative pour 2009), dated December 30, 2009,  
dividends paid to not-for-profit organizations that are residents of  
the European Union, Iceland or Norway are subject to the French  
withholding tax rate of 15%. Administrative guidelines setting forth  
the conditions under which this 15% withholding tax rate will be  
applied have not yet been released.  
o They provide the financial institution managing their securities  
with a certificate of residence conforming to the model attached  
to the Administrative Guidelines. The instant application of the  
15% withholding tax rate will be available only if the certificate of  
residence is sent to the financial institution managing their  
securities before the dividend payment date. Furthermore, each  
financial institution managing the eligible Holders’ securities must  
also send to the French paying agent the figure of the total  
amount of dividends eligible for the reduced withholding tax rate  
before the dividend payment date.  
In accordance with the above-mentioned French Finance Law the  
withholding tax rate on dividends will be 50% effective March 1, 2010,  
should the dividends be distributed to so-called “Non-Cooperative  
Countries and Territories” (“NCCTs”), regardless of the beneficiary's tax  
residence.  
o The foreign financial institution managing such Eligible Holder’s  
securities provides the French paying agent with a list of the  
TOTAL / 151  
6
TOTAL AND ITS SHAREHOLDERS  
Information for overseas shareholders  
Eligible Holders and other information set forth in the  
Administrative Guidelines. These documents must be sent as  
soon as possible, in all cases before the end of the third month  
computed as from the end of the month of the dividend payment  
date.  
The avoir fiscal was replaced, for French resident shareholders who  
are individuals, by a tax credit equal to 50% of the amount  
distributed, but with an overall annual cap of 230 or, as the case  
maybe, 115 depending on the marital status of the individual  
holder.  
Where the foreign Eligible Holder’s identity and tax residence are  
known by the French paying agent, the latter may release such  
foreign Eligible Holder from providing the financial institution  
managing its securities with the above-mentioned certificate of  
residence, and apply the 15% withholding tax rate to dividends it  
pays to such foreign Eligible Holder.  
Non-resident individual taxpayers entitled to the previous avoir  
fiscal under certain Tax Treaties are also entitled to this tax credit  
limited to 230 or 115 depending on the marital status of the  
individual holder, possibly reduced by the French withholding tax.  
Please note that the French tax authorities do not provide for the  
procedure of refund of such credit yet.  
For an Eligible Holder that is not entitled to the so-called “simplified  
procedure”, the 25% French withholding tax will be levied at the  
time the dividends are paid. Such Eligible Holder may, however, be  
entitled to a refund of the withholding tax in excess of the 15% rate  
under the standard procedure, as opposed to the “simplified  
procedure”, provided that the Eligible Holder provides the French  
paying agent with an application for refund on a specific form  
before December 31 of the second year following the date of  
payment of the withholding tax at the 25% rate. Any French  
withholding tax refund is generally expected to be paid within  
The foreign taxation of dividends varies from one country to another  
according to their respective tax legislation.  
In most countries, the gross amount of dividend, if any, and the  
refund up to 230 or 115 is generally included in the recipient’s  
taxable income. Subject to certain conditions and limitations,  
French withholding taxes on dividends will be eligible for credit  
against the holder’s income tax liability.  
However, there are certain exceptions. For instance, in Belgium, a  
so-called précompte mobilier of 15% is applicable to the net  
dividends received by individual shareholders.  
1
2 months from the filing of the abovementioned form. However, it  
will not be paid before January 15 of the year following the year in  
which the dividend was paid. The “simplified procedure” is not  
applicable to Swiss corporate holders and Singapore resident  
holders.  
Because the foregoing is a general summary, holders are advised to  
consult their own tax advisors in order to determine the effect of the  
Tax Treaties and the applicable procedures as well as their income  
tax and more generally the tax consequences of the ownership of  
shares applicable in their particular tax situations.  
Copies of the French forms mentioned above are, in principle,  
available from the French non-resident tax office, at the following  
address:  
Recette des impôts des non résidents, 10, rue du Centre, 93463  
Noisy le Grand, France.  
According to certain Tax Treaties, certain Eligible Holders were  
entitled to receive a French tax credit (the so-called avoir fiscal).  
However, the avoir fiscal was abolished, effective January 1, 2005.  
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Communication with shareholders  
TOTAL AND ITS SHAREHOLDERS  
Communication with shareholders  
In 2009 about 600 meetings bringing together institutional investors  
and analysts were organized by the Group.  
Communication policy  
The Group maintains an active dialogue with shareholders on  
issues related to Corporate and Social Responsibility (CSR)  
through:  
In addition to its Registration Document filed each year with the  
French Financial Markets Authority (Autorité des marchés financiers)  
the Group provides information regularly on its operations on  
reports and newsletters as well as its website www.total.com and  
through press releases for significant news. The Group’s  
presentations on its results and outlook are also available on its  
website.  
o The publication of an annual report: Environment and Society.  
o Individual and group meetings with shareholders are organized in  
Europe and in the United States. In November 2009, TOTAL  
made its first full-day CSR (Corporate Social Responsibility)  
presentation in London to the financial community, with several  
Group senior executives speaking, including the Chief Executive  
Officer. The agenda of the day focused on the sustainable  
satisfaction of the energy needs of today and tomorrow and the  
acceptability of TOTAL though its commitment as a responsible  
local actor. Topics such as TOTAL’s safety policy, climate  
change, development of new energies, transparency for oil and  
gas revenues, operational implementation of the Group’s  
environmental and social responsibility in challenging  
environments, such as Nigeria, Myanmar and Canada, were also  
addressed.  
Since its shares are traded in the United States, the Company also  
files an annual report on Form 20-F, in English, with the United  
States Securities and Exchange Commission (SEC) (see page 174).  
The Group holds regular information sessions and participates in  
conferences for shareholders and financial analysts, both in France  
and abroad.  
In 2009, TOTAL was awarded several prizes by the Institutional  
Investor Research Group, the Investor Relations Global Ranking  
and the Thomson Extel Survey, including a prize for the best Head  
of Investors Relations and the second best Investor Relations  
Department among listed oil companies for the quality of its  
financial communication policy.  
o The Investor Relations Department is available to investors and  
provides responses to their questions about the Group’s social  
and environmental responsibilities (ethics, governance, safety,  
health and environmental protection, contribution to the  
development of local communities, future energies, measures to  
combat climate change).  
Relationships with institutional  
investors and financial analysts  
An ISO 9001-certified Individual  
Shareholders Department since 2007  
Members of the Group’s management regularly meet with portfolio  
managers and financial analysts in the leading financial centers  
throughout the world (Europe, North America, Asia and the Middle  
East).  
TOTAL’s Individual Shareholder Relations Department is the first  
ISO 9001 version 2000 certified-shareholder service for its  
communication policy with individual shareholders. This  
certification was issued by AFNOR following a thorough audit of the  
various processes implemented in terms of communication with  
individual shareholders.  
The first series of meetings are held annually in the first quarter,  
after publication of the results for the prior fiscal year. The second  
set of meetings takes place in the third quarter of the year. Material  
from those meetings is available on the Group’s website  
To achieve this goal, TOTAL optimized its communication tools by  
implementing a Customer Relationship Management (CRM)  
software designed for increasing its personal interactions with every  
individual shareholder through a contact log.  
(www.total.com, heading Investors/Presentations).  
As in previous years, three phone conferences were led by the  
Group’s Chief Financial Officer in 2009 to discuss results for the  
first, second and third quarters of the year. These conferences are  
available on the Group’s website (www.total.com, heading  
Investors/Results).  
Since then, two follow-up audits, one conducted on October 7,  
2008, and another on October 22, 2009, confirmed the certification.  
In particular, the second audit allowed TOTAL to gain the 2008  
version of this certification.  
TOTAL / 153  
6
TOTAL AND ITS SHAREHOLDERS  
Communication with shareholders  
This certification demonstrates TOTAL’s commitment to providing  
shareholders with high-quality financial information over the long  
term. As a result, TOTAL was awarded the 2007 “Fils d’Or” prize,  
organized by La Vie Financière and Synerfil for the best Individual  
Shareholders Department of the CAC 40 index. As the 2007 prize-  
winner, TOTAL chaired the 2008 Fils d’Or Board. Given the closure  
of the Vie Financière newspaper, this prize was not awarded in  
As a result, in 2009, the Consultative Shareholders Committee  
brought its contribution to different projects concerning individual  
shareholders, such as the efficiency of the services provided by the  
Shareholders’ Circle as well as its communication policy and the  
actions to take to improve them. Regarding the Shareholders’  
Meeting, the Consultative Shareholders Committee also addressed  
the format of the notice of the Shareholders’ Meeting and gave its  
feedback on the arrangements for this meeting.  
2
009.  
As part of this quality assurance certification, a satisfaction form  
has been available on the Group’s website since 2008 in order to  
improve feedback from shareholders (www.total.com, Individual  
Shareholders/ Individual Shareholders Relations). In addition, phone  
surveys were conducted in 2008 and 2009 to poll the shareholders’  
opinion on the Shareholders’ Newsletter as well as the efficiency of  
the services provided by the Shareholders’ Circle and its  
o The Shareholders’ Circle, open to shareholders holding at least  
thirty bearer shares or one registered share, organized close to  
thirty events in 2009, gathering over 2,200 shareholder-members  
of the Circle. They visited industrial facilities, sites supported by  
the Total Foundation and attended seminars dedicated to better  
understanding the Group’s different businesses and expertise.  
Finally, they attended cultural events within the framework of the  
Total Foundation sponsorship policy.  
communication policy. These surveys were intended to ensure that  
the services provided met the shareholders’ expectations.  
In this context, more than 11,000 individual shareholders met with  
Group representatives in 2009.  
In 2009, TOTAL also continued to organize meetings and  
information sessions with individual shareholders as part of different  
events:  
o The Shareholders’ Meeting, held on May 15, 2009, gathered more  
than 3,500 shareholders at the Paris Convention Center. As for  
each year, this meeting was broadcast live and was later  
available on the Group’s website. Notice of the meeting is sent to  
all holders of 250 or more bearer shares and to all registered  
shareholders.  
Registered shareholding  
TOTAL shares, which are generally bearer instruments, can be  
registered. In this case shareholders are identified by TOTAL S.A.,  
in its capacity as the issuer, or by its agent, BNP Paribas Securities  
Services, which is responsible for the registration of shareholders.  
o During the Actionaria Trade Show that was held at the  
Convention Center in Paris in November 2009, TOTAL welcomed  
visitors to a new booth dedicated to the Pazflor project and  
proposed seven short seminars on the alliance of deepwater  
experience with technological boldness, with the project  
communication managers attending. In 2010, TOTAL is planning  
to organize a meeting led by the Group CEO at the Paris  
Convention Center.  
Registration  
There are two forms of registration:  
o administered registered shares: shares are registered with TOTAL  
through BNP Paribas Securities Services, but the holder’s  
financial intermediary continues to administer them with regards  
to sales, purchases, coupons, shareholders’ meeting notices, etc.  
The five meetings with individual shareholders organized in 2009 in  
Marseille, Geneva, Rennes, Toulouse and Brussels gathered over  
1
,600 people. In 2010, TOTAL is planning to organize the next  
meetings in Clermont-Ferrand, La Rochelle, Lille,  
Mandelieu-La-Napoule and Orléans.  
o pure registered shares: TOTAL holds and directly administers  
shares on behalf of the holder through BNP Paribas Securities  
Services, which administers sales, purchases, coupons,  
shareholders’ meeting notices, etc., so that the shareholder does  
not need to appoint a financial intermediary. This form of  
registration is not easily compatible with the registration of shares  
in a French share savings plan (PEA) given the administrative  
procedures in place.  
o The new Consultative Shareholders Committee, comprised of  
twelve members, held four meetings:  
-
in March, on the occasion of the transfer of powers during a  
meeting held with the former Consultative Shareholders  
Committee, with Christophe de Margerie attending;  
-
-
in May, following the Shareholders' Meeting;  
Main advantages of administered registered shares  
in October, at the Exploration & Production Scientific and  
Technical Center in Pau, France; and  
The advantages of administered registered shares include:  
-
in December, with the Group Chief Financial Officer, at La  
Défense.  
o double voting rights if the shares are held continuously for two  
successive years (page 172 of this Registration Document);  
During these meetings, the Consultative Shareholders Committee  
gives its opinion on various components of the communications  
directed towards individual shareholders, including the  
Shareholders’ Newsletter and the program of the Shareholders’  
Circle.  
o a dedicated number for all contacts with BNP Paribas Securities  
Services (a toll-free call within France from a landline):  
0 800 11 7000 or +33 1 40 14 80 61 (from abroad); from Monday  
to Friday (working days), 8:45 am – 6:00 pm (Paris time)  
(fax +33 1 55 77 34 17);  
1
54 / TOTAL - Registration Document 2009  
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10 11  
Communication with shareholders  
TOTAL AND ITS SHAREHOLDERS  
o complete information about TOTAL: the shareholder receives, at  
home, all information published by the Group for its shareholders;  
and  
Individual Shareholders Department  
Contacts  
o the ability to join the TOTAL Shareholders’ Circle by holding one  
share or more.  
Main advantages of pure registered shares  
For any information regarding the conversion of bearer to registered  
shares, membership in the Shareholders’ Circle or any other general  
information, individual shareholders may contact:  
The advantages of pure registered shares, in addition to those of  
administered registered shares, include:  
TOTAL S.A.  
o no custodial fees;  
Individual Shareholder Relations Department  
o easier placement of market orders 1 (phone, mail, fax, internet);  
2, place Jean Millier – La Défense 6  
o brokerage fees of 0.20% (before tax) based on the amount of the  
transaction, with no minimum charge and up to 1,000 per  
transaction; and  
92078 Paris La Défense Cedex  
France  
Phone:  
From France: 0 800 039 039  
toll-free number from a landline in France)  
o possibility to check share holdings on the Internet.  
(
From abroad: + 33 1 47 44 24 02  
From Monday to Friday, 9:00 am - 12:30 pm and  
To convert TOTAL shares into pure registered shares, shareholders  
are required to fill out a form, which can be obtained upon request  
from the Individual Shareholder Relations Department, and send it  
to his/her financial intermediary. Once BNP Paribas Securities  
Services receives the shares, a certificate of account registration is  
sent and the following are requested:  
1:30 pm - 5:30 pm (Paris time)  
Fax:  
From France: 01 47 44 20 14  
From abroad: + 33 1 47 44 20 14  
E-mail  
From the contact form available at www.total.com,  
heading Individual Shareholders  
o a bank account number (or a postal account or savings account  
number) for payment of dividends; and  
Contacts Jean-Marie Rossini (Head of Individual Shareholders  
Relations Department)  
o a market service agreement to facilitate trading TOTAL shares on  
the stock exchange.  
Claire Nabet (Individual Shareholders Relations  
Manager)  
1. Subject to having entered into a brokerage services contract, which is free of charge.  
TOTAL / 155  
6
TOTAL AND ITS SHAREHOLDERS  
Communication with shareholders  
2010 Schedule  
February 11  
April 30  
Results for the fourth quarter of and full year 2009  
Results for the first quarter of 2010  
May 21  
2010 Shareholders’ Meeting in Paris (Paris Convention Center)  
Ex-dividend date for the 2009 final dividend 1  
May 27  
June 1  
Payment date for the 2009 final cash dividend 1  
June 7  
Meeting with individual shareholders in Clermont-Ferrand (France)  
Meeting with individual shareholders in La Rochelle (France)  
Results for the second quarter and the first half of 2010  
Performance and mid-2010 outlook in London  
June 17  
July 30  
September 15  
October 14  
October 21  
October 29  
Meeting with individual shareholders in Lille (France)  
Meeting with individual shareholders in Mandelieu-La-Napoule (France)  
Results for the third quarter of 2010  
November 19-20 Actionaria Trade Show (Paris Convention Center)  
December 7  
Meeting with individual shareholders in Orléans (France)  
011 Schedule  
Shareholders’ Meeting in Paris (Paris Convention Center)  
2  
May 13  
Investor Relations contacts  
Paris:  
Bertrand de La Noue  
Vice President Investor Relations  
TOTAL S.A.  
2
9
, place Jean Millier – La Défense 6  
2078 Paris La Défense Cedex  
France  
Phone: 01 47 44 58 53 or +33 1 47 44 58 53  
Fax: 01 47 44 58 24 or +33 1 47 44 58 24  
E-mail: investor-rela[email protected]  
North America: Robert Hammond  
Director Investor Relations North America  
TOTAL American Services Inc.  
201 Louisiana Street, Suite 1800  
1
Houston, TX 77002  
United States  
Phone: +1 713 483 5070  
Fax: +1 713 483 5629  
E-mail: ir.tx@total.com  
1. Subject to the approval of the Shareholders’ Meeting of May 21, 2010.  
1
56 / TOTAL - Registration Document 2009  
7
FINANCIAL INFORMATION  
HISTORICAL FINANCIAL INFORMATION  
009, 2008 and 2007 consolidated financial statements  
p. 158  
p. 158  
p. 158  
2
Financial information concerning TOTAL S.A.  
AUDIT OF THE HISTORICAL FINANCIAL INFORMATION  
ADDITIONAL INFORMATION  
p. 158  
p. 159  
p. 159  
DIVIDEND POLICY  
LEGAL AND ARBITRATION PROCEEDINGS  
p. 159  
p. 159  
p. 160  
p. 161  
p. 161  
p. 162  
p. 162  
p. 162  
p. 163  
p. 163  
p. 163  
Grande Paroisse  
Antitrust investigations  
Sinking of the Erika  
Buncefield  
Myanmar  
South Africa  
Iran  
Italy  
Oil-for-Food Program  
Blue Rapid and the Russian Olympic Committee  
SIGNIFICANT CHANGES  
p. 164  
TOTAL / 157  
7
FINANCIAL INFORMATION  
Historical financial information  
Historical financial information  
2  
009, 2008 and 2007 consolidated  
financial statements  
Financial information concerning  
TOTAL S.A.  
The consolidated financial statements of TOTAL S.A. and its  
subsidiaries (the Group) for the years ended  
The statutory accounts of TOTAL S.A., the parent company of the  
Group, for the years ended December 31, 2009, December 31, 2008  
and December 31, 2007, were prepared in accordance with French  
accounting standards as applicable on December 31, 2009.  
December 31, 2009, December 31, 2008 and December 31, 2007,  
were prepared in accordance with International Financial Reporting  
Standards (IFRS) as issued by the IASB (International Accounting  
Standards Board) and as adopted by the European Union as of  
December 31, 2009.  
They appear in Appendix 3 to this Registration Document:  
o Statement of Income  
page 286  
page 287  
page 288  
page 289  
page 290  
o Balance Sheet  
They appear in Appendix 1 to this Registration Document:  
o Statement of Cash Flow  
o Consolidated Statement of Income  
o Consolidated Balance Sheet  
page 182  
page 183  
page 184  
o Statement of Changes in Shareholders’ Equity  
o Notes to the Financial Statements  
o Consolidated Statement of Cash Flows  
o Consolidated Statement of Changes in Shareholders’  
Equity  
page 185  
page 186  
page 187  
o Consolidated Statement of Comprehensive Income  
o Notes to the Consolidated Financial Statements  
Audit of the historical financial information  
The consolidated financial statements for the fiscal year 2009 which  
appear in Appendix 1 to this Registration Document were certified  
by the Company’s auditors. A free translation of the auditors’ report  
on these consolidated financial statements is provided in Appendix  
TOTAL’s statutory accounts for the fiscal year 2009 (under French  
accounting standards) which appear in Appendix 3 to this  
Registration Document were also certified by the Company’s  
auditors. A free translation of the auditors’ report on the 2009  
statutory accounts is reproduced in Appendix 3 (page 284).  
1
(page 180).  
The consolidated financial statements for fiscal years 2008 and  
2
007 appearing in Appendix 1 to this Registration Document were  
TOTAL’s statutory accounts for fiscal years 2008 and 2007  
appearing in Appendix 3 to this Registration Document were also  
certified by the Company’s auditors. The auditors’ report on the  
statutory accounts for fiscal year 2008 is reproduced on page 278  
of the French version of the Registration Document for fiscal year  
2008 which was filed with the French Autorité des marchés  
financiers on April 3, 2009 (and a free translation is reproduced on  
page 272 of the English version of such Registration Document).  
The auditors’ report on the statutory accounts for fiscal year 2007 is  
reproduced on page 254 of the French version of the Registration  
Document for fiscal year 2007 which was filed with the French  
Autorité des marchés financiers on April 2, 2008 (and a free  
translation is reproduced on page 246 of the English version of  
such Registration Document). Pursuant to Article 28 of EC  
Regulation No 809/2004, these two reports are incorporated by  
reference in this Registration Document.  
also certified by the Company’s auditors. The auditors’ report on  
the Consolidated Financial Statements for fiscal year 2008 is  
reproduced on page 176 of the French version of the Registration  
Document for fiscal year 2008 which was filed with the French  
Financial Markets Authority (Autorité des marchés financiers) on  
April 3, 2009 (and a free translation is reproduced on page 174 of  
the English version of such Registration Document). The auditors’  
report on the Consolidated Financial Statements for fiscal year  
2
007 is reproduced on page 160 of the French version of the  
Registration Document for fiscal year 2007 which was filed with the  
French Financial Markets Authority (Autorité des marchés financiers)  
on April 2, 2008 (and a free translation is reproduced on page 154  
of the English version of such Registration Document). Pursuant to  
Article 28 of EC Regulation No 809/2004, these two reports are  
incorporated by reference in this Registration Document.  
1
58 / TOTAL - Registration Document 2009  
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10 11  
Additional information  
FINANCIAL INFORMATION  
Additional information  
Financial information other than that contained in Appendix 1 or 3  
of this Registration Document, in particular ratios, statistical data or  
other calculated data, which are used to describe the Group or its  
business performance, is not extracted from the audited financial  
statements of the issuer. Except where otherwise stated, these data  
are based on internal Company data.  
was prepared by the Company based on information available to it,  
using its own calculations or estimates and taking into account the  
U.S. standards to which the Company is subject for this kind of  
information as a result of the listing of its shares (in the form of  
ADRs) on the New York Stock Exchange.  
This Registration Document does not include profit forecasts or  
estimates, under the meaning given to such terms by Regulation  
EC No. 809/2004 dated April 29, 2004, for the period after  
December 31, 2009.  
In particular, the supplemental oil and gas information provided in  
Appendix 2 to this Registration Document is not extracted from the  
audited financial statements of the issuer and was not audited by  
the Company’s statutory auditors. This supplemental information  
Dividend policy  
The Company’s dividend policy is described in Chapter 6 (TOTAL and its shareholders) of this Registration Document.  
Legal and arbitration proceedings  
The main legal proceedings in which the Group is involved are  
described below.  
This plant has been closed and individual assistance packages  
have been provided for employees. The site has been rehabilitated.  
The Company is not aware of any administrative, legal or arbitration  
disputes which have recently had or could have a material impact on  
its financial situation or its profitability or on those of the Group as a  
whole. According to the information available to the Company to date,  
there are no administrative, legal or arbitration proceedings pending or  
threatened that could have a material impact on its financial situation  
or its profitability or on those of the Group as a whole.  
On December 14, 2006, Grande Paroisse signed, under the  
supervision of the city of Toulouse, the deed whereby it donated the  
former site of the AZF plant to the greater agglomeration of  
Toulouse (CAGT) and the Caisse des dépôts et consignations and  
its subsidiary ICADE. Under this deed, TOTAL S.A. guaranteed the  
site restoration obligations of Grande Paroisse and granted a  
10 million endowment to the InNaBioSanté research foundation as  
part of the setting up of a cancer research center at the site by the  
city of Toulouse.  
Grande Paroisse  
Regarding the cause of the explosion, the hypothesis that the  
explosion was caused by Grande Paroisse through the accidental  
mixing of hundreds of kilos of a chlorine compound at a storage site  
for ammonium nitrate was discredited over the course of the  
investigation. As a result, proceedings against ten of the eleven  
Grande Paroisse employees charged during the criminal  
investigation conducted by the Toulouse Regional Court (Tribunal  
de grande instance) were dismissed and this dismissal was upheld  
by the Court of Appeal of Toulouse. Nevertheless, the final experts’  
report filed on May 11, 2006 continued to focus on the hypothesis  
of a chemical accident, although this hypothesis was not confirmed  
during the attempt to reconstruct the accident at the site. After  
having articulated several hypotheses, the experts no longer  
maintain that the accident was caused by pouring a large quantity  
of a chlorine compound over ammonium nitrate. Instead, the  
experts have retained a scenario where a container of chlorine  
An explosion occurred at the Grande Paroisse industrial site in the  
city of Toulouse in France on September 21, 2001. Grande  
Paroisse, a former subsidiary of Atofina which became a subsidiary  
of Elf Aquitaine Fertilisants on December 31, 2004, as part of the  
reorganization of the Chemicals segment, was principally engaged  
in the production and sale of agricultural fertilizers. The explosion,  
which involved a stockpile of ammonium nitrate pellets, destroyed a  
portion of the site and caused the death of thirty-one people,  
including twenty-one workers at the site, and injured many others.  
The explosion also caused significant damage to certain property in  
part of the city of Toulouse.  
TOTAL / 159  
7
FINANCIAL INFORMATION  
Legal and arbitration proceedings  
compound sweepings was poured between a layer of wet  
ammonium nitrate covering the floor and a quantity of dry  
agricultural nitrate at a location not far from the principal storage  
site. This is claimed to have caused an explosion which then spread  
into the main storage site. Grande Paroisse was investigated based  
on this new hypothesis in 2006. Grande Paroisse is contesting this  
explanation, which it believes to be based on elements that are not  
factually accurate.  
In Europe, the European Commission commenced investigations  
in 2000, 2003 and 2004 into alleged anti-competitive practices  
involving certain products sold by Arkema. In January 2005,  
under one of these investigations, the European Commission  
fined Arkema 13.5 million and jointly fined Arkema and Elf  
Aquitaine 45 million. On September 30, 2009, the Court of First  
Instance of the European Union denied the appeal from Arkema  
and Elf Aquitaine. An appeal has been filed to the Court of Justice  
of the European Communities in the allotted time.  
The Court of Appeal of Toulouse denied all the requests for  
additional investigations that were submitted by Grande Paroisse,  
the former site manager and various plaintiffs after the end of the  
criminal investigation procedure. On July 9, 2007, the investigating  
judge brought charges against Grande Paroisse and the former  
plant manager before the criminal chamber of the Court of Appeal  
of Toulouse. In late 2008, TOTAL S.A. and Mr. Thierry Desmarest  
were summoned to appear in court pursuant to a request by a  
victims association. The trial for this case began on February 23,  
The Commission notified Arkema, TOTAL S.A. and Elf Aquitaine  
of complaints concerning two other product lines in January and  
August 2005, respectively. Arkema has cooperated with the  
authorities in these procedures and investigations. In May 2006,  
the European Commission fined Arkema 78.7 million and  
219.1 million as a result of, respectively, each of these two  
proceedings. Elf Aquitaine was held jointly and severally liable for,  
respectively, 65.1 million and 181.35 million of these fines while  
TOTAL S.A. was held jointly and severally liable, respectively, for  
2
009, and lasted approximately four months.  
42 million and 140.4 million. TOTAL S.A., Arkema and Elf  
Aquitaine have appealed these decisions to the Court of First  
Instance of the European Union.  
On November 19, 2009, the Toulouse Criminal Court acquitted both  
the former Plant Manager and Grande Paroisse due to the lack of  
reliable evidence for the explosion. The Court also ruled that the  
summonses against TOTAL S.A. and Thierry Desmarest, Chairman  
and CEO at the time of the disaster, were inadmissible.  
Arkema and Elf Aquitaine received a statement of objections from  
the European Commission in August 2007 concerning alleged  
anti-competitive practices related to another line of chemical  
products. As a result, Arkema and Elf Aquitaine have been jointly  
and severally fined in an amount of 22.7 million and individually  
in an amount of 20.43 million for Arkema and 15.89 million for  
Elf Aquitaine. The companies concerned have appealed this  
decision to the relevant European court.  
Due to the presumption of civil liability that applied to Grande  
Paroisse, the Court declared Grande Paroisse civilly liable for the  
damages caused by the explosion to the victims in its capacity as  
custodian and operator of the plant.  
Arkema and Elf Aquitaine received a statement of objections from  
the European Commission in March 2009 concerning alleged  
anti-competitive practices related to another line of chemical  
products. The decision was rendered by the European  
Commission in November 2009. Arkema and Elf Aquitaine were  
jointly and severally fined in an amount of 11 million and  
individually in an amount of 9.92 million for Arkema and  
The Prosecutor’s office, together with certain third parties, has  
appealed the Toulouse Criminal Court verdict. In order to preserve  
its rights, Grande Paroisse lodged a cross-appeal with respect to  
civil charges.  
The appeal proceedings are expected to be ruled by the Court of  
Appeal of Toulouse during the first half of 2011.  
7.71 million for Elf Aquitaine. The companies concerned will  
appeal this decision to the relevant European court.  
A compensation mechanism for victims was set up immediately  
following the explosion and 2.29 billion in settlement were paid for  
the compensation of all claims and related expenses amounts. As  
of December 31, 2009, a 40 million reserve is recorded in the  
Group’s Consolidated Balance Sheet.  
No facts have been alleged that would implicate TOTAL S.A. or  
Elf Aquitaine in the practices questioned in these proceedings,  
and the fines received are based solely on their status as parent  
companies.  
Arkema began implementing compliance procedures in 2001 that  
are designed to prevent its employees from violating antitrust  
provisions. However, it is not possible to exclude the possibility  
that the relevant authorities could commence additional  
proceedings involving Arkema, as well as TOTAL S.A. and Elf  
Aquitaine.  
Antitrust investigations  
o As part of the agreement relating to the spin-off of Arkema,  
TOTAL S.A. or certain other Group companies agreed to grant  
Arkema guarantees for certain risks related to antitrust  
proceedings arising from events prior to the spin-off.  
o Following investigations into certain commercial practices in the  
chemicals industry in the United States, some subsidiaries of the  
1
Arkema group are involved in several criminal investigations,  
today closed, and civil liability lawsuits for violations of antitrust  
laws in the United States. TOTAL S.A. has been named in certain  
of these suits as the parent company.  
1. Arkema is used in this section to designate those companies of the Arkema group whose ultimate parent company is Arkema S.A. Arkema became an independent company  
after being spun-off from TOTAL S.A. in May 2006.  
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Legal and arbitration proceedings  
FINANCIAL INFORMATION  
These guarantees cover, for a period of ten years that began in  
006, 90% of amounts paid by Arkema related to (i) fines  
Sinking of the Erika  
2
imposed by European authorities or European member-states for  
competition law violations, (ii) fines imposed by U.S. courts or  
antitrust authorities for federal antitrust violations or violations of  
the competition laws of U.S. states, (iii) damages awarded in civil  
proceedings related to the government proceedings mentioned  
above, and (iv) certain costs related to these proceedings.  
Following the sinking in December 1999 of the Erika, a tanker that  
was transporting products belonging to one of the Group  
companies, the Tribunal de grande instance of Paris convicted  
TOTAL S.A. of marine pollution pursuant to a judgment issued on  
January 16, 2008, finding that TOTAL S.A. was negligent in its  
vetting procedure for vessel selection. TOTAL S.A. was fined  
The guarantee covering the risks related to anti-competition  
violations in Europe applies to amounts above a 176.5 million  
threshold.  
375,000. The court also ordered compensation to be paid to the  
victims of pollution from the Erika up to an aggregate amount of  
192 million, declaring TOTAL S.A. jointly and severally liable for  
If one or more individuals or legal entities, acting alone or  
together, directly or indirectly holds more than one-third of the  
voting rights of Arkema, or if Arkema transfers more than 50% of  
its assets (as calculated under the enterprise valuation method,  
as of the date of the transfer) to a third party or parties acting  
together, irrespective of the type or number of transfers, these  
guarantees will become void.  
such payments together with the Erika’s inspection and  
classification firm, the Erika’s owner and the Erika’s manager.  
TOTAL believes that the finding of negligence and the related  
conviction for marine pollution are without substance as a matter of  
fact and as a matter of law. TOTAL also considers that this verdict is  
contrary to the intended aim of enhancing maritime transport safety.  
TOTAL has appealed the verdict of January 16, 2008. In the  
meantime, it has nevertheless proposed to pay third parties who so  
request definitive compensation as determined by the court. As of  
today, forty-one third parties have been compensated for an  
aggregate amount of 171.5 million.  
On the other hand, the agreements provide that Arkema will  
indemnify TOTAL S.A. or any Group company for 10% of any  
amount that TOTAL S.A. or any Group company are required to  
pay under any of the proceedings covered by these guarantees.  
o The Group has recorded provisions amounting to 43 million in  
its consolidated financial statements as of December 31, 2009 to  
cover the risks mentioned above.  
The appeal proceedings were heard by the Court of Appeal of Paris  
in late 2009.  
By decision dated March 30, 2010, the Court of Appeal upheld the  
lower court judgment pursuant to which TOTAL S.A. was convicted  
of marine pollution and fined the Company 375,000. TOTAL S.A. is  
considering the possibility of filing an appeal in the French Supreme  
Court (Cour de cassation) in this respect.  
o Moreover, as a result of investigations started by the European  
Commission in October 2002 concerning certain Refining &  
Marketing subsidiaries of the Group, Total Nederland N.V. and  
TOTAL S.A. received a statement of objections in October 2004.  
These proceedings resulted, in September 2006, in Total  
Nederland N.V. being fined 20.25 million and in TOTAL S.A. as  
its parent company being held jointly responsible for 13.5 million  
of this amount, although no facts implicating TOTAL S.A. in the  
practices under investigation were alleged. TOTAL S.A. and Total  
Nederland N.V. have appealed this decision to the Court of First  
Instance of the European Union.  
On the other hand, the Court of Appeal ruled that TOTAL S.A. bears  
no civil liability according to the applicable international  
conventions.  
TOTAL S.A. considers, according to the information currently  
available to it, that this case should have no significant impact on  
the Group’s financial situation or consolidated results.  
In addition, in May 2007, Total France (new corporate name: Total  
Raffinage & Marketing) and TOTAL S.A. received a statement of  
objections regarding alleged antitrust practices concerning  
another product line of the Refining & Marketing division. These  
proceedings resulted, in October 2008, in Total France being  
fined 128.2 million and in TOTAL S.A., as its parent company,  
being held jointly responsible although no facts implicating  
TOTAL S.A. in the practices under investigation were alleged.  
TOTAL S.A. and Total Raffinage & Marketing have appealed this  
decision to the Court of First Instance of the European Union.  
Buncefield  
On December 11, 2005, several explosions, followed by a major  
fire, occurred at an oil storage depot at Buncefield, north of  
London. This depot is operated by Hertfordshire Oil Storage Limited  
(HOSL), a company in which TOTAL’s UK subsidiary holds 60%  
and another oil group holds 40%.  
The explosion caused minor injuries to a number of people and  
caused property damage to the depot and the buildings and homes  
located nearby. The official Independent Investigation Board has  
indicated that the explosion was caused by the overflow of a tank  
at the depot. The Board’s final report was released on  
December 11, 2008. The civil procedure for claims, which have not  
yet been settled, took place between October and December 2008.  
The Court’s decision of March 20, 2009, declared TOTAL’s UK  
subsidiary liable for the accident and solely liable for indemnifying  
the victims. The subsidiary appealed the decision. The appeal  
hearings were held in January 2010. The Court of Appeals, by a  
decision handed down on March 4, 2010, confirmed the prior  
judgment. TOTAL’s UK subsidiary is looking into the possibility to  
file an appeal before the Supreme Court with respect to both the  
extent and sharing of the liabilities incurred.  
Furthermore, in July 2009, the French antitrust Authority sent to  
TotalGaz and Total Raffinage Marketing a statement of objections  
regarding alleged antitrust practices concerning another product  
line of the Refining & Marketing division.  
o Given the discretionary powers granted to the European  
Commission for determining fines relating to antitrust regulations,  
it is not currently possible to determine with certainty the  
outcome of these investigations and proceedings. TOTAL S.A.  
and Elf Aquitaine are contesting their liability and the method of  
determining these fines. Although it is not possible to predict the  
ultimate outcome of these proceedings, the Group believes that  
they will not have a material adverse effect on its financial  
situation or consolidated results.  
TOTAL / 161  
7
FINANCIAL INFORMATION  
Legal and arbitration proceedings  
The provision for the civil liability that appears in the Group’s  
consolidated financial statements as of December 31, 2009, stands  
at 295 million after taking into account payments previously made.  
South Africa  
The Group carries insurance for damage to its interests in these  
facilities, business interruption and civil liability claims from third  
parties. The residual amount to be received from insurers amounts  
to 211 million as of December 31, 2009.  
In a threatened class action proceeding in the United States,  
TOTAL, together with approximately 100 other multinational  
companies, is the subject of accusations by certain South African  
citizens who alleged that their human rights were violated during  
the era of apartheid by the army, the police or militias, and who  
consider that these companies were accomplices in the actions by  
the South African authorities at the time.  
The Group believes that, based on the information currently  
available, on a reasonable estimate of its financial liability and on  
provisions recognized, this accident should not have a significant  
impact on the Group’s financial situation or consolidated results.  
On December 1, 2008, the Health and Safety Executive (HSE) and  
the Environment Agency (EA) issued a Notice of prosecution against  
five companies, including TOTAL’s UK subsidiary. In November  
The claims against the companies named in the class action, which  
were not officially brought against TOTAL, were dismissed by a  
federal judge in New York. The plaintiffs appealed this dismissal  
and, after a procedural hearing on November 3, 2008, decided to  
remove TOTAL from the list of companies against which it was  
bringing claims.  
2009, TOTAL’s UK subsidiary pleaded guilty to the charges brought  
by the prosecution and intends to raise a number of element  
expected to mitigate the impact of the charges brought against it.  
Myanmar  
Iran  
Under the Belgian “universal jurisdiction” laws of June 16, 1993 and  
February 10, 1999, a complaint was filed in Belgium on  
April 25, 2002, against the Company, its Chairman and the former  
president of its subsidiary in Myanmar. These laws were repealed  
by the Belgian law of August 5, 2003 on “serious violations of  
international human rights”, which also provided a procedure for  
terminating certain proceedings that were underway. In this  
framework, the Belgian Cour de cassation terminated the  
proceedings against TOTAL in a decision dated June 29, 2005. The  
plaintiffs’ request to withdraw this decision was rejected by the  
Cour de cassation on March 28, 2007.  
In 2003, the United States Securities and Exchange Commission  
(SEC) issued a non-public formal order directing a private  
investigation in the matter of certain oil companies (including,  
among others, TOTAL), in connection with the pursuit of business in  
Iran. In 2006, a judicial inquiry related to TOTAL was initiated in  
France. In 2007, the Company’s Chief Executive Officer was placed  
under formal investigation in relation to this inquiry, as the former  
President of the Middle East department of the Group’s  
Exploration & Production division.  
The inquiry concerns an agreement concluded by the Group that  
relates to the South Pars gas field and allegations that certain  
payments were made under this agreement to Iranian officials in  
connection with contracts entered into between the Group and the  
National Iranian Oil Company (NIOC). The Company has not been  
notified of any significant developments in the proceedings since  
the formal investigation was launched. The Company believes that  
the negotiation and execution of the agreement did not violate any  
applicable laws or applicable international conventions. However,  
the Company cannot exclude the possibility that additional  
procedures may be initiated with respect to this matter.  
Despite this decision, the Belgian Ministry of Justice asked the  
Belgian federal prosecutor to request that the investigating judge  
reopen the case. The Belgian federal prosecutor decided to submit  
the admissibility of this request to the Court of Appeal of Brussels.  
In its decision of March 5, 2008, the Court of Appeal confirmed the  
termination of the proceedings against TOTAL, its Chairman and  
the former president of its subsidiary, based on the principle of res  
judicata applying to the Cour de cassation’s decision of  
June 29, 2005. The plaintiffs appealed the decision of  
March 5, 2008. On October 29, 2008, the Cour de cassation  
rejected the plaintiffs’ appeal, thus ending definitively the  
proceedings.  
TOTAL has always maintained that the accusations made against  
the Company and its management arising out of the activities of its  
subsidiary in Myanmar were without substance as a matter of fact  
and as a matter of law.  
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FINANCIAL INFORMATION  
In early 2010, despite the advice of the Prosecutor’s office, a new  
investigating judge decided to place TOTAL S.A. under formal  
investigation on bribery charges as well as complicity and influence  
peddling. This formal investigation has been pronounced eight  
years after the beginning of the investigation without any new  
evidence being added to the affair.  
Italy  
As part of an investigation led by the Prosecutor of the Republic of  
the Potenza court, Total Italia is the subject of an investigation  
related to certain calls for tenders that it made for the preparation  
and development of an oil field. On February 16, 2009, as a  
preliminary measure before the proceedings go before the court,  
the preliminary investigation judge of Potenza served notice to Total  
Italia of a decision that would suspend the concession for this field  
for one year. Total Italia has appealed the decision by the  
preliminary investigation judge before the Court of Appeal of  
Potenza. In a decision handed down on April 8, 2009, the Court  
reversed the suspension of the concession and appointed for one  
year, i.e. until February 16, 2010, a judicial administrator to  
supervise the operations related to the development of the  
concession, allowing the Tempa Rossa project to continue.  
The Company believes that its activities related to the “Oil-for-  
Food” program have been in compliance with this program, as  
organized by the UN in 1996. The Volker report released by the  
independent investigating committee set up by the UN had  
discarded any bribery grievance within the framework of the “Oil-  
For-Food” program.  
Blue Rapid and the Russian Olympic  
Committee  
In January 2010, the Prosecutor of the Potenza Court filed for a  
notice to close the criminal investigation.  
Since in January 1, 2010, Total Italia’s exploration and production  
operations have been transferred to Total E&P Italia.  
Blue Rapid, a Panamanian company, and the Russian Olympic  
Committee filed a claim for damages with the Paris Commercial  
Court against Elf Aquitaine concerning its withdrawal from an  
exploration and production project in Russia that was negotiated in  
the early 1990s.  
Oil-for-Food Program  
Elf Aquitaine believes this claim to be unfounded.  
On January 12, 2009, the Commercial Court of Paris rejected Blue  
Rapid’s claim and found that the Russian Olympic Committee did  
not have standing in the matter. This decision has been appealed.  
Several countries have commenced investigations concerning  
possible violations related to the United Nations (UN) “Oil-for-Food”  
program in Iraq.  
Pursuant to a French criminal investigation, certain current or  
former Group employees were placed under formal criminal  
investigation for possible charges as accessories to the  
misappropriation of corporate assets and as accessories to the  
corruption of foreign public agents. The Chief Executive Officer of  
the Company, formerly president of the Group’s Exploration &  
Production division, was also placed under formal investigation in  
October 2006. In 2007, the criminal investigation was closed and  
the case was transferred to the Prosecutor’s office. In 2009, the  
Prosecutor’s office recommended dismissing the case for all the  
Group’s current and former employees and for the Chief Executive  
Officer.  
TOTAL / 163  
7
FINANCIAL INFORMATION  
Significant changes  
Significant changes  
Except for the recent events mentioned in the Management Report  
of the Board of Directors (Chapter 3, Management report) or in the  
business overview (Chapter 2, Business overview), no significant  
changes in the Group’s financial or commercial position have  
occurred since December 31, 2009, the end of the last fiscal year  
for which audited financial statements have been published by the  
Company.  
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8
GENERAL INFORMATION  
SHARE CAPITAL  
Share capital as of December 31, 2009  
p. 166  
p. 166  
p. 166  
p. 166  
p. 169  
p. 169  
p. 169  
Features of the shares  
Authorized share capital not issued as of December 31, 2009  
Potential share capital as of December 31, 2009  
Treasury shares  
Share capital history  
ARTICLES OF INCORPORATION AND BY-LAWS; OTHER INFORMATION  
General information concerning the Company  
Company’s purpose  
p. 171  
p. 171  
p. 171  
p. 171  
p. 172  
p. 173  
p. 173  
p. 173  
p. 173  
Provisions of the by-laws governing the administration and management bodies  
Rights, privileges and restrictions attached to the shares  
Amending shareholders’ rights  
Shareholders’ meetings  
Thresholds to be declared according to the by-laws  
Changes in the share capital  
OTHER MATTERS  
p. 174  
p. 174  
p. 174  
p. 174  
p. 174  
Employee incentives and profit-sharing  
Pension savings plan  
Agreements mentioned in Article L. 225-100-3 of the French Commercial Code  
Filing of Form 20-F with the United States Securities and Exchange Commission  
DOCUMENTS ON DISPLAY  
p. 175  
INFORMATION ON HOLDINGS  
General information  
p. 176  
p. 176  
p. 176  
p. 176  
p. 177  
TOTAL’s interest in Sanofi-Aventis  
TOTAL’s interest in CEPSA  
TOTAL’s interest in Arkema  
TOTAL / 165  
8
GENERAL INFORMATION  
Share capital  
Share capital  
securities as part of a public exchange offer, provided that they  
meet the requirements of Article L. 225-148 of the French  
Share capital as of December 31,  
2009  
Commercial Code. This resolution grants the Board of Directors the  
ability to anticipate a priority period for shareholders to subscribe to  
these securities pursuant to the provisions of Article L. 225-135 of  
the French Commercial Code. The total amount of the capital  
increases without pre-emptive subscription rights likely to occur  
immediately or in the future cannot exceed the nominal amount of  
5,871,057,210, consisting of 2,348,422,884 fully paid shares.  
875 million, i.e. 350 million shares, par value 2.50 (delegation of  
authority valid for twenty-six months). The nominal amount of the  
capital increases is counted against the maximum aggregate  
nominal amount of 2.5 billion authorized by the thirteenth  
resolution of the Shareholders’ Meeting held on May 16, 2008.  
Features of the shares  
There is only one class of shares, par value 2.50. A double voting  
right is granted to every shareholder, under certain conditions (see  
page 172 of this Registration Document). The shares are in bearer  
or registered form at the shareholder’s discretion. The shares are in  
book-entry form and registered in a security account.  
Furthermore, the maximum nominal amount of the debt securities  
granting rights to the Company’s share capital which are likely to be  
issued pursuant to the above mentioned delegations of authority  
may not exceed 10 billion, or their exchange value, on the date of  
the issue.  
Fifteenth resolution of the Shareholders’  
Meeting held on May 16, 2008  
Authorized share capital not issued  
as of December 31, 2009  
Delegation of authority granted by the Shareholders’ Meeting to the  
Board of Directors to increase the share capital by issuing new  
ordinary shares or other securities granting immediate or future  
rights to the Company’s share capital with pre-emptive subscription  
rights through in-kind compensation granted to the Company, by  
an amount not exceeding 10% of the share capital outstanding at  
the date of the Shareholders’ Meeting on May 16, 2008 (delegation  
of authority valid for twenty-six months). The nominal amount of the  
capital increases is counted against the maximum aggregate  
nominal amount of 875 million authorized by the fourteenth  
resolution of the Shareholders’ Meeting held on May 16, 2008.  
A table summarizing the currently valid delegations to increase  
share capital which have been granted by the Shareholders’  
Meeting to the Board of Directors, and the uses made of those  
delegations of authority in fiscal year 2009, is provided on page 168  
of this Registration Document.  
Thirteenth resolution of the Shareholders’  
Meeting held on May 16, 2008  
Sixteenth resolution of the Shareholders’  
Meeting held on May 16, 2008  
Delegation of authority granted by the Shareholders’ Meeting to the  
Board of Directors to increase the share capital by issuing common  
shares or other securities granting immediate or future rights to the  
Company’s share capital, maintaining shareholders’ pre-emptive  
subscription rights up to a maximum nominal amount of 2.5 billion  
Delegation of authority to the Board of Directors to complete capital  
increases reserved for employees participating in the Company  
Savings Plan (Plan d’épargne d’entreprise), up to a maximum  
amount equal to 1.5% of the outstanding share capital on the date  
of the decision of the Board of Directors to proceed with the issue  
(delegation of authority valid for twenty-six months).  
(delegation of authority valid for twenty-six months). It is being  
specified that the amount of the capital increase is counted against  
the maximum aggregate nominal amount of 2.5 billion authorized  
by the thirteenth resolution of the Shareholders’ Meeting held on  
May 16, 2008.  
Fourteenth resolution of the Shareholders’  
Meeting held on May 16, 2008  
Delegation of authority granted by the Shareholders’ Meeting to the  
Board of Directors to increase the share capital by issuing common  
shares or other securities granting immediate or future rights to the  
Company’s share capital, deleting shareholders’ pre-emptive  
subscription rights, including the compensation comprised of  
As the Board of Directors did not use the delegations of authority  
granted by the thirteenth, fourteenth, fifteenth and sixteenth  
resolutions, the authorized share capital not issued was 2.5 billion  
(i.e. 1,000 million shares) as of December 31, 2009.  
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10 11  
Share capital  
GENERAL INFORMATION  
Pursuant to this authorization, the Board of Directors granted  
,082,640 and 4,600,000 and 4,600,000 share subscription options  
at its meetings on July 17, 2007, on September 9, 2008 and on  
September 15, 2009. Therefore, as of December 31, 2009,  
Seventeenth resolution of the Shareholders’  
Meeting held on May 16, 2008  
6
Authority to grant restricted outstanding or new TOTAL shares to  
employees of the Group and to executives and officers, up to a  
maximum of 0.8% of the share capital outstanding on the date of  
the meeting of the Board of Directors that approves the restricted  
share grants (authorization valid for thirty-eight months).  
1
9,943,703 shares could still be issued pursuant to this  
authorization.  
Seventeenth resolution of the Shareholders’  
Meeting held on May 11, 2007  
Pursuant to this authorization, 2,800,000 outstanding TOTAL shares  
were granted in October 9, 2008 by decision of the Board of  
Directors at its meeting on September 9, 2008 and 3,000,000  
outstanding TOTAL shares were granted by decision of the Board  
of Directors at its meeting on September 15, 2009. As of  
December 31, 2009, 12,987,383 shares could still be granted  
pursuant to this authorization.  
Authority to cancel shares up to a maximum of 10% of the share  
capital of the Company existing as of the date of the operation  
within a 24-month period. This authorization is effective until the  
Shareholders’ Meeting called to approve the financial statements  
for the year ending December 31, 2011. Pursuant to this  
authorization, on July 30, 2009 the Board of Directors decided to  
cancel 24,800,000 shares acquired in 2008 and accounted for as  
long-term securities in the parent company’s financial statements.  
Sixteenth resolution of the Shareholders’  
Meeting held on May 11, 2007  
Thus, as of December 31, 2009, taking into account the  
cancellation of 30,000,000 shares on July 31, 2008, pursuant to the  
authorization granted by the Shareholder’s Meeting on May 11,  
Authority to grant stock options reserved for TOTAL employees and  
to executive and officers up to a maximum of 1.5% of the share  
capital outstanding on the date of the meeting of the Board of  
Directors that approves the stock option grant (authorization valid  
for thirty-eight months).  
2007, 180,042,288 shares could still be cancelled under these  
authorizations up to and including July 31, 2010, before reaching  
the cancellation threshold of 10% of the share capital cancelled  
during a 24-month period.  
TOTAL / 167  
8
GENERAL INFORMATION  
Share capital  
Summary table of valid delegations and authorizations to increase the share capital granted to the  
Board of Directors as of December 31, 2009 (Article L. 225-100 of the French Commercial Code)  
Available  
Term of  
authorization  
Use in 2009, balance as of  
Date of  
delegation of granted to  
Par value limit, or maximum number of shares  
par value,  
12/31/09, par  
value, or number authority or the Board of  
of shares authorization Directors  
expressed as % of share capital (par value, number of or number  
Type  
shares or % of share capital)  
of shares  
Debt  
10 B of securities  
securities  
representing  
rights to  
capital  
ESM (a) of  
May 16, 2008  
th  
th  
(13 and 14  
10 B€  
resolutions)  
26 months  
26 months  
2
.5 B, i.e. a maximum of 1,000 million shares issued  
with a pre-emptive subscription right, of which  
ESM (a) of  
May 16, 2008  
2.5 G (13 resolution)  
th  
Total cap on  
issues of  
securities  
granting  
immediate or  
future rights  
to share  
1
/ a specific sub-cap of 875M, i.e. a maximum of 350  
million shares for issuances without pre-emptive  
subscription rights, including the compensation  
comprised of securities as part of a public exchange  
offer, provided that they meet the requirements of Article  
ESM (a) of  
May 16, 2008  
875 M (14 resolution)  
Nominal  
th  
share capital L.225-148 of the French Commercial Code.  
26 months  
capital  
a sub-cap of 10% of the share capital on the date of the  
(
b)  
Shareholders’ Meeting on May 16, 2008 (600.1 M)  
through in-kind contributions when provisions of Article  
L.225-148 of the French Commercial Code are not  
applicable  
ESM (a) of  
May 16, 2008  
600.1 M (15 resolution)  
th  
26 months  
26 months  
38 months  
2
/ a specific sub-cap of 1.5% of the share capital on the  
ESM (a) of  
May 16, 2008  
(16 resolution)  
(c)  
date of Board decision , for capital increases reserved  
for employees participating in Company Savings Plan  
35.2 million  
shares  
(
d)  
th  
Stock  
options  
1.5% of share capital (c) on the date of Board decision to  
grant options  
ESM (a) of  
May 11, 2007  
(16 resolution)  
4.6 million  
19.9 million  
(
e)  
(e)  
th  
shares  
shares  
Restricted  
shares  
0.8% of share capital (c) on the date of Board decision to  
grant options  
granted to  
Group  
employees  
and to  
executives  
and officers  
ESM (a) of  
May 16, 2008  
(17 resolution)  
3.0 million  
shares  
13.0 million  
(
f)  
(f)  
th  
shares  
38 months  
(
(
(
(
a) ESM = Extraordinary Shareholders Meeting.  
b) Share capital as of May 16, 2008: 2,400,402,483 shares.  
c) Share capital as of December 31, 2009: 2,348,422,884 shares.  
d) The number of shares authorized under the 16th Resolution of the May 16, 2008 ESM may not exceed 1.5% of the share capital on the date on which the capital increase is  
decided by the Board of Directors. As the Board of Directors decided not to use the delegation of authority, the balance available under this authorization was 35,226,343  
new shares as of December 31, 2009, which represents 1.5% of the 2,348,422,884 outstanding shares at year-end.  
(
e) The number of stock options authorized under the 16th Resolution of the May 11, 2007 ESM may not exceed 1.5% of the share capital on the date the options are granted by  
the Board of Directors. As the Board of Directors granted 6,082,640 TOTAL share subscription options on July 17, 2007, 4,600,000 TOTAL share subscription options on  
October 9, 2008, for the plan that it awarded at its meeting on September 9, 2008, and 4,600,000 TOTAL share subscription options on September 15, 2009, the number of  
options that may still be granted as of December 31, 2009 was 19,943,703, which represents 1.5% of the 2,348,422,884 outstanding shares at year-end, minus 15,282,640  
options already granted and representing the same number of shares.  
(
f) The number of outstanding shares that may be awarded as restricted share grants under the 17th Resolution of the May 16, 2008 ESM may not exceed 0.8% of the share  
capital on the date the restricted shares are granted by the Board of Directors. As the Board of Directors granted 2,800,000 outstanding TOTAL shares on October 9, 2008,  
for the plan that it awarded at its meeting on September 9, 2008, and 3,000,000 outstanding TOTAL shares on September 15, 2009, the number of shares that may still be  
granted as of December 31, 2009, is 12,987,383 shares, which represents 0.8% of the outstanding 2,348,422,884 shares at year-end, minus the 5,800,000 shares already  
granted.  
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Share capital  
GENERAL INFORMATION  
meeting on September 9, 2008, and 4,377,010 options for the plan  
awarded by the Board of Directors at its meeting on September 15,  
2009.  
Potential share capital as of  
December 31, 2009  
Due to the expiration in 2009 of the last share subscription option  
plans for Elf Aquitaine shares (on March 30 and September 12,  
2009) and due to the expiration of the exchange guarantee (under  
the guarantee given by the Company in the information notice  
pertaining to the counter-offer of September 22, 1999) for TOTAL  
shares, no outstanding Elf Aquitaine benefited from exchange rights  
for TOTAL shares as of December 31, 2009.  
Securities granting rights to TOTAL shares, through exercise or  
redemption, are TOTAL share subscription options, such options  
amounting to 45,828,769 as of December 31, 2009, divided into  
1
6
,811,629 options for the plan awarded by the Board of Directors  
1
at its meeting on July 16, 2003, 12,495,709 options for the plan  
The potential share capital (existing share capital plus securities  
granting rights to TOTAL shares, through exercise or redemption)  
represented 101.95% of the share capital as of December 31, 2009,  
on the basis of 2,348,422,884 TOTAL shares constituting the share  
capital as of December 31, 2009, and of 45,828,769 TOTAL shares  
that could be issued upon the exercise of TOTAL options.  
awarded by the Board of Directors at its meeting on July 20, 2004,  
1
6
,185,440 options for the plan awarded by the Board of Directors  
at its meeting on July 19, 2005, 5,645,686 options for the plan  
awarded by the Board of Directors at its meeting on July 18, 2006,  
and 5,871,665 options for the plan awarded by the Board of  
Directors at its meeting on July 17, 2007, 4,441,630 options for the  
October 9, 2008 plan awarded by the Board of Directors at its  
Treasury shares  
December 31, 2009  
Percentage of share capital held by TOTAL S.A.  
0.64%  
Number of shares held in portfolio  
15,075,922  
595  
Book value of the portfolio (at purchase price) (M)  
Market value of portfolio (M) (  
a)  
678  
Percentage of capital held by the entire Group (b)  
4.91%  
Number of shares held in portfolio  
115,407,190  
3,622  
Book value of the portfolio (at purchase price) (M)  
Market value of portfolio (M) (  
a)  
5,194  
(
a) On the basis of a market price of 45.005 per share as of December 31, 2009.  
(
b) TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.  
Share capital history  
(Since January 1, 2007)  
For the year ended 2007  
January 10, 2007 Reduction of the share capital from 6,064,419,882.50 to 5,981,907,382.50, through the cancellation of 33,005,000  
treasury shares, par value 2.50 per share.  
January 10, 2008 Certification of the issue of 2,769,144 new shares, par value 2.50 per share, between January 1 and December 31, 2007,  
raising the share capital by a total of 6,922,860 from 5,981,907,382.50 to 5,988,830,242.50 (of which 2,453,832 new  
shares issued through the exercise of the Company’s stock options and 315,312 new shares through the exchange of  
5
2,552 shares of Elf Aquitaine stock resulting from the exercise of Elf Aquitaine stock options and eligible for a guaranteed  
exchange for TOTAL shares).  
1. After considering the May 22, 2006 adjustments of the price and the number of share options, in accordance with the legal provisions in force at that date and following  
decisions of the Shareholders’ Meeting held on May 12, 2006, pertaining to the four-for-one stock split of TOTAL and the spin-off of Arkema.  
TOTAL / 169  
8
GENERAL INFORMATION  
Share capital  
For the year ended 2008  
April 25, 2008  
Certification of the subscription to 4,870,386 new shares, par value 2.50 per share, as part of the capital increase  
reserved for Group employees approved by the Board of Directors on November 6, 2007, raising the share capital by  
12,175,965, from 5,988,830,242.50 to 6,001,006,207.50.  
July 31, 2008  
Reduction of the share capital from 6,001,006,207.50 to 5,926,006,207.50, through the cancellation of 30,000,000  
treasury shares, par value 2.50 per share.  
January 13, 2009 Certification of the issue of 1,405,591 new shares, par value 2.50 per share, between January 1 and December 31, 2008,  
raising the share capital by a total of 3,513,977.50 from 5,926,006,207.50 to 5,929,520,185 (of which 1,178,167 new  
shares issued through the exercise of the Company’s stock options and 227,424 new shares through the exchange of  
3
7,904 shares of Elf Aquitaine stock resulting from the exercise of Elf Aquitaine stock options and eligible for a guaranteed  
exchange for TOTAL shares).  
For the year ended 2009  
July 30, 2009  
Reduction of the share capital from 5,929,520,185 to 5,867,520,185, through the cancellation of 24,800,000 treasury  
shares, par value 2.50 per share.  
January 12, 2010 Certification of the issue of 1,414,810 new shares, par value 2.50 per share, between January 1 and December 31, 2009,  
raising the share capital by a total of 3,537,025 from 5,867,520,185 to 5,871,057,210 (of which 934,780 new shares  
issued through the exercise of the Company’s stock options and 480,030 new shares through the exchange of 80,005  
shares of Elf Aquitaine stock resulting from the exercise of Elf Aquitaine stock options and eligible for a guaranteed  
exchange for TOTAL shares).  
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Articles of incorporation and by-laws; other information  
GENERAL INFORMATION  
Articles of incorporation and by-laws; other information  
General information concerning the  
Company  
Company’s purpose  
The direct and indirect purpose of the Company is to search for and  
extract mining deposits in all countries, particularly hydrocarbons in  
all forms, and to perform industrial refining, processing and trading  
in said materials as well as their derivatives and by-products, as  
well as all activities relating to production and distribution of all  
forms of energy, as well as the chemicals sector in all of its forms  
and to the rubber and health sectors. The complete details of the  
Company’s corporate purpose are set forth in Article, 3 of the  
by-laws.  
Name  
TOTAL S.A.  
Corporate offices  
2
, place Jean Millier, La Défense 6, 92400 Courbevoie (France)  
Legal form and nationality  
A French socié anonyme (limited liability company)  
Provisions of the by-laws governing  
the administration and management  
bodies  
Trade Registry  
5
42 051 180 RCS Nanterre  
EC Registration Number  
Election of directors and term of office  
FR 59 542 051 180  
Directors are elected by the Shareholders’ Meeting for a 3-year  
term up to a maximum number of directors authorized by law  
Charter and by-laws  
(currently 18), subject to the legal provisions that allow the term to  
On file with Maîtres Gildas Le Gonidec de Kerhalic and Frédéric  
Lucet, Notaries in Paris  
be extended until the next Shareholders’ Meeting called to approve  
the financial statements for the previous fiscal year.  
In addition, one director representing the employee shareholders is  
also elected by the Shareholders’ Meeting for a 3-year term from a  
list of at least two candidates pre-selected by the employee  
shareholders under the conditions provided for by the laws,  
regulations and by-laws in force. However, his term shall expire  
automatically once this Director is no longer an employee or a  
shareholder. The Board of Directors may meet and conduct valid  
deliberations until the date his replacement is named.  
APE Code (NAF)  
1
7
11Z until January 7, 2008  
41J from January 8, 2008  
Term  
9
9 years from March 22, 2000, to expire on March 22, 2099, unless  
Age limit of directors  
dissolved prior to this date or extended  
On the closing date of each fiscal year, the number of individual  
directors over the age of 70 may not be greater than one third of the  
directors in office. If this percentage is exceeded, the oldest Board  
member is automatically considered to have resigned.  
Fiscal year  
From January 1 to December 31 of each year  
The director permanent representative of a legal entity must be  
under 70 years old.  
TOTAL / 171  
8
GENERAL INFORMATION  
Articles of incorporation and by-laws; other information  
Age limit of Chairman and Chief Executive  
Officer  
Rights, privileges and restrictions  
attached to the shares  
Currently, the duties of the Chairman of the Board and of the Chief  
th  
Executive Officer automatically cease on their 65 birthday at the  
latest.  
In addition to the right to vote, each share entitles the holder to a  
portion of the corporate assets, distributions of profits and  
liquidation dividend which is proportional to the number of shares  
issued, subject to the laws and regulations in force and the by-laws.  
The Shareholders’ Meeting of May 15, 2009, approved an  
amendment of the by-laws pertaining to the rules relating to the  
nomination of the Chairman. The amendment allows the Board, as  
an exception to the applicable 65-year age limit, to appoint as  
Chairman of the Board for a period of up to two years a director  
who is more than 65 years old but less than 70 years old.  
With the exception of the double voting right, no privilege is  
attached to a specific class of shares or to a specific class of  
shareholders.  
Minimum interest in the Company held by  
directors  
 Double voting rights  
Each director (other than the director representing the employee  
shareholders) must own at least 1,000 shares of stock during his  
term of office. If he ceases to own the required number of shares,  
he may, however, adjust his position subject to the conditions set  
by law. The director representing employee shareholders must hold,  
during his term of office, either individually or through a Company  
Savings Plan (Fonds Commun de Placement d’Entreprise  FCPE)  
governed by Article L. 214-40 of the French Monetary and Finance  
Code, at least one share or a number of units in said fund  
equivalent to at least one share.  
Double voting rights, in relation to the portion of share capital they  
represent, are granted to all fully paid-up registered shares held  
continuously in the name of the same shareholder for at least two  
1
years , and to additional registered shares allotted to a shareholder  
in connection with a capital increase by capitalization of reserves,  
profits or premiums on the basis of the existing shares which entitle  
the shareholder to a double voting right.  
 Limitation of voting rights  
Article 18 of the Company’s by-laws provides that at Shareholders’  
Meetings, no shareholder may cast, by himself or through his agent,  
on the basis of the single voting rights attached to the shares he  
holds directly or indirectly and the shares for which he holds  
powers, more than 10% of the total number of voting rights  
attached to the Company’s shares. However, if a shareholder holds  
double voting rights, this limit may be greater than 10%, but shall  
not exceed 20%.  
Majority rules for Board meetings  
Decisions are adopted by a majority vote of the Directors present or  
represented. In the event of a tie vote, the Chairman shall cast the  
deciding vote.  
Rules of procedure of the Board and  
Committees of the Board of Directors  
Moreover, Article 18 of the Company’s by-laws also provides that  
the limitation on voting rights no longer applies, absent any decision  
of the Shareholders’ Meeting, if an individual or a legal entity acting  
solely or together with one or more individuals or entities acquires  
at least two third of the Company shares following a public tender  
offer for all the Company’s shares. In that case, the Board of  
Directors acknowledges that the limitation no longer applies and  
carries out the necessary procedure to modify the company’s  
by-laws accordingly.  
See Chapter 5 (Corporate Governance – Report of the Chairman of  
the Board of Directors) of this Registration Document.  
Form of Management  
The Management of the Company is assumed either by the  
Chairman of the Board of Directors (who then holds the title of the  
Chairman and Chief Executive Officer), or by another person  
appointed by the Board of Directors with the title of Chief Executive  
Officer. It is the responsibility of the Board of Directors to choose  
between these two forms of management under the majority rules  
described above.  
Once acknowledged, the fact that the limitation no longer applies is  
final and applies to all Shareholders’ Meetings following the public  
tender offer under which the acquisition of at least two third of the  
overall number of shares of the Company was made possible, and  
not solely to the first meeting following that public tender offer.  
On February 13, 2007, the Board resolved to have separate  
individuals serve in the positions of Chairman of the Board and of  
Chief Executive Officer of the Company.  
Because of the fact that in such circumstances the limitation no  
longer applies, such limitation on voting rights cannot prevent or  
delay any takeover of the Company, except in case of a public  
tender offer where the bidder does not acquire at least two third of  
the Company’s shares.  
The management form selected shall remain in effect until a  
decision to the contrary is made by the Board of Directors.  
1. This term is not interrupted and the right acquired is retained in case of a conversion of bearer to bearer pursuant to intestate or testamentary succession, share of community  
property between spouses or donation to the spouse or relatives entitled to inherit (Article 18 § 6 of by-laws).  
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Articles of incorporation and by-laws; other information  
GENERAL INFORMATION  
Fractional rights  
Shareholders’ meetings  
Whenever it is necessary to own several shares in order to exercise  
a right, a number of shares less than the number required does not  
give the owners any right with respect to the Company; in such  
case, the shareholders are responsible for aggregating the required  
number of shares.  
Notice of meetings  
Shareholders’ Meetings are convened and conducted under the  
conditions provided for by law.  
Statutory allocation of profits  
Admission to meetings  
The net profit for the period is equal to the net income minus  
general expenses and other personnel expenses, all amortization  
and depreciation of the assets, and all provisions for commercial  
and industrial contingencies.  
Participation in any form in Shareholders’ Meetings is subject to  
registration or record of participating shares. Shares must either be  
held in the registered account maintained by the Company (or its  
securities agent) or recorded in bearer form in a securities account  
maintained by a financial intermediary. Proof of this registration or  
record is obtained under a certificate of participation (attestation de  
participation) delivered to the shareholder. This registration or  
recording of the shares must be effective no later than a “record  
date” at 0:00 a.m. (Paris time) three business days before the date  
of the Shareholders’ Meeting. If, after having received such a  
certificate, shares are sold or transferred prior to this record date,  
the certificate of participation will be cancelled and the votes sent  
by mail or proxies granted to the Company for such shares will be  
cancelled accordingly. If shares are sold or transferred after this  
record date, the certificate of participation will remain valid and  
votes cast or proxies granted will be taken into account.  
From this profit, minus prior losses, if any, the following items are  
deducted in the order indicated:  
1
) 5% to constitute the legal reserve fund, until said fund reaches  
1
0% of the share capital;  
2
) the amounts set by the Shareholders’ Meeting to fund reserves  
for which it determines the allocation or use; and  
3
) the amounts that the Shareholders’ Meeting decides to retain.  
The remainder is paid to the shareholders as dividends.  
The Board of Directors may pay interim dividends.  
Thresholds to be declared according  
to the by-laws  
The Shareholders’ Meeting held to approve the financial statements  
for the fiscal year may decide to grant shareholders an option, for  
all or part of the dividend or interim dividends, between payment of  
the dividend in cash or in shares.  
The Shareholders’ Meeting may decide at any time, but only on the  
basis of a proposal by the Board of Directors, to make a full or  
partial distribution of the amounts in the reserve accounts, either in  
cash or in Company shares.  
Any individual or entity who directly or indirectly acquires a  
percentage of the share capital, voting rights or securities giving  
future access to the share capital of the Company which is equal to  
or greater than 1%, or a multiple of this percentage, is required to  
notify the Company within fifteen days by registered mail with return  
receipt requested, and declare the number of securities held. They  
are also required to notify the Company in due form and within the  
time limits stated for the aforementioned thresholds when their  
direct or indirect holdings fall below each of the aforementioned  
thresholds.  
Dividends which have not been claimed at the end of a 5-year  
period are forfeited to the French government.  
Amending shareholders’ rights  
Changes in the share capital  
The Company’s share capital may be modified only under the  
conditions stipulated by the legal and regulatory provisions in force.  
The provisions of the by-laws, charter, or internal regulations shall  
not prevail over the law governing changes in the Company’s share  
capital.  
Any amendment to the by-laws must be approved or authorized by  
the Shareholders’ Meeting voting with the quorum and majority  
required by the laws and regulations governing Extraordinary  
Shareholders’ Meetings.  
TOTAL / 173  
8
GENERAL INFORMATION  
Other matters  
Other matters  
Employee incentives and profit-  
sharing  
Agreements mentioned in Article  
L. 225-100-3 of the French  
Commercial Code  
On June 26, 2009, a new incentive agreement and a profit-sharing  
agreement was signed for 2009, 2010 and 2011, concerning TOTAL  
S.A., CDF Énergie, Elf Exploration Production, Total Exploration  
Production France, Total Fluides, Total Additifs et Carburants  
Spéciaux, TIGF, Total Raffinage Marketing, Total Lubrifiants and  
Totalgaz. The amount of the special profit-sharing and incentive  
reserve to be distributed by all of the companies that signed the  
Group agreements for fiscal year 2009 would total 106 million.  
There are no agreements mentioned in paragraph 9 or 10 of  
Article L. 225-100-3 of the French Commercial Code.  
Filing of Form 20-F with the United  
States Securities and Exchange  
Commission  
Company savings plans give employees of the Group’s companies  
covered by these plans the ability to make discretionary  
contributions (which the Company may, under certain conditions,  
supplement) to the plans invested in the shares of the Company  
(see Chapter 5 – Corporate Governance, Employees, share  
ownership) of this Registration Document.  
In order to meet its obligations related to the listing of its shares in  
the United States, the Company files, along with this Registration  
Document, an annual report on Form 20-F, in English, with the SEC.  
The Group made gross additional contributions to various savings  
plans that totaled 53.6 million in 2009.  
Pursuant to the requirements introduced by Section 302 of the  
Sarbanes-Oxley Act of July 30, 2002, the Chief Executive Officer  
and the Chief Financial Officer of the Company have conducted,  
with the assistance of Management, an evaluation of the  
Pension savings plan  
effectiveness of the disclosure controls and procedures as defined  
by U.S. regulations, over the period covered by the Form 20-F. For  
2009, the Chief Executive Officer and the Chief Financial Officer  
concluded that the disclosure controls and procedures were  
effective.  
Pursuant to French law 2003-775 of August 21, 2003, reforming  
pensions, an agreement was signed with the unions on  
September 29, 2004, to set up, as of January 1, 2005, a Collective  
Retirement Savings Plan (PERCO) replacing the Voluntary  
Partnerships Plan for Employee Savings (PPESV) created in the  
agreement of March 15, 2002. An amendment to this agreement  
signed on December 20, 2005, allows for an increase in France of  
the employee and Company contributions and for contribution of  
bonuses and/or profit-sharing.  
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Documents on display  
GENERAL INFORMATION  
Documents on display  
Documents and information concerning TOTAL S.A., including its  
charter, by-laws and the Company’s statutory and consolidated  
financial statements for the year ended December 31, 2009, or for  
previous fiscal years may be consulted at the Company’s corporate  
offices pursuant to the legal and regulatory provisions in force.  
In addition, financial information for direct or indirect subsidiaries of  
the Company for the years ended December 31, 2008 and  
December 31, 2009 may be consulted at the headquarters of the  
subsidiary, under the applicable legal and regulatory conditions.  
TOTAL’s Registration Documents filed with the French Financial  
Markets Authority (Autorité des marchés financiers) for each of the  
past five fiscal years, the first half financial statements, the first half  
Group presentations of its results and outlook, as well as the  
quarterly financial reports, are available on the Company’s website  
(www.total.com, Investor/Regulated Information in France).  
Furthermore, the annual summary for information publicly disclosed  
by TOTAL S.A., as provided for by Article L. 451-1-1 of the French  
Financial and Monetary Code, are also available on the Company’s  
website (www.total.com, heading Investor/Publications).  
TOTAL / 175  
8
GENERAL INFORMATION  
Information on holdings  
Information on holdings  
On June 10, 2009, TOTAL declared in the AMF notice  
General information  
No. 209C0835, that its interest in Sanofi-Aventis share capital  
indirectly fell below the 10% threshold pursuant to the disposal of  
Sanofi-Aventis shares on the market and that the Group held 9.99%  
of the share capital and 16.23% of voting rights of the company.  
As of December 31, 2009:  
On September 2, 2009, TOTAL declared in the AMF notice  
No. 209C1154, that its voting rights in Sanofi-Aventis indirectly fell  
below the 15% threshold on August 28, 2009, pursuant to the  
conversion of Sanofi-Aventis shares to bearer shares, which led to  
a decrease in the Group’s voting rights and to the disposal of  
Sanofi-Aventis shares on the market, such that the Group held  
9.09% of the share capital and 14.58% of the voting rights of the  
company.  
o 617 subsidiaries were fully consolidated, 12 were proportionately  
consolidated and 83 were accounted for using the equity  
method;  
o TOTAL S.A.’s scope of consolidation includes all companies in  
which the Company holds a direct or indirect interest, the book  
value of which on that date is at least equal to 10% of the amount  
of TOTAL S.A.’s equity or of the consolidated net assets of the  
Group, or which has generated at least 10% of the TOTAL S.A.’s  
net income or of the Group’s consolidated net income during the  
last year.  
Over the years 2007 and 2008, TOTAL’s interest in Sanofi-Aventis  
successively changed from 13.13% of the outstanding shares and  
19.21% of the voting rights to 12.70% of the outstanding shares  
and 19.11% of the voting rights, and then from 12.70% of the  
outstanding shares and 19.11% of the voting rights to 11.29% of  
the outstanding shares and 18.16% of the voting rights.  
A list of the principal companies consolidated by TOTAL S.A. is  
provided in a summary table in Note 35 to the consolidated  
financial statements of this Registration Document.  
The gradual selling of the Sanofi-Aventis shares, over the short or  
medium term, gives the Group a certain amount of financial  
flexibility to adapt its financial resources to its growth and dividend  
policies.  
TOTAL’s interest in Sanofi-Aventis  
For a description of Sanofi-Aventis, please consult the publications  
issued by that company.  
Following an amendment, signed in November 2003, to the  
shareholders’ agreement concluded in 1999 between TOTAL and  
L’Oréal, both companies declared that they were not acting  
together regarding Sanofi-Aventis as of December 2004, the  
termination date of the agreement. However, each one of the  
companies had committed itself for a period of three years, starting  
from the date of termination of the agreement, to inform the other  
company of any intention to sell more than 1% of Sanofi-Aventis’  
share capital. The notification was to be sent at least two months  
prior to the disposal date. Consequently, this obligation of prior  
notification agreed between the parties expired in December 2007.  
TOTAL’s interest in CEPSA  
TOTAL has been a shareholder of the Spanish oil and gas company  
CEPSA since 1990. As of December 31, 2009, CEPSA’s single  
majority shareholder is International Petroleum Investment  
Company pursuant to the disposal in 2009 of Santander Central  
Hispano S.A. (SCH)’s and Unión Fenosa’s interest in CEPSA to  
International Petroleum Investment Company.  
In 2009, TOTAL’s interest in Sanofi-Aventis, held indirectly through  
its 99.5% subsidiary Elf Aquitaine, decreased from 11.29% of the  
share capital and 18.16% of the voting rights (or 148,559,513  
As of December 31, 2009, TOTAL held (through its indirectly-owned  
subsidiary Odivial) 130,668,240 CEPSA shares out of a total of  
1
2
shares for 290,052,340 voting rights) as of December 31, 2008 , to  
7
9
.33% of the share capital and 12.29% of the voting rights (or  
267,574,941 outstanding shares, representing 48.83% of CEPSA’s  
6,692,473 shares for 190,899,986 voting rights) as of  
share capital and voting rights.  
3
December 31, 2009 .  
1
2
3
. This number takes into account the 500 shares lent to directors representing TOTAL at the Board of directors of Sanofi-Aventis.  
. On the basis of 1,315,525,463 Sanofi-Aventis shares to which are attached 1,597,584,326 voting rights as of December 31, 2008.  
. On the basis of 1,318,479,052 Sanofi-Aventis shares to which are attached 1,553,331,156 voting rights as of December 31, 2009.  
1
76 / TOTAL - Registration Document 2009  
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7
8
9
10 11  
Information on holdings  
GENERAL INFORMATION  
TOTAL’s interest in Arkema  
Given the expiration, in May 2009, of the mandatory holding period  
for Arkema shares and the non-strategic character of the Group’s  
interest in Arkema’s share capital, TOTAL decided in the fourth  
quarter of 2009 to gradually divest its interest in Arkema’s share  
capital.  
As of December 31, 2009, TOTAL held, through its indirect  
subsidiaries Fingestval and Financière Valorgest, 2,352,493 shares  
and 4,152,490 voting rights, representing 3.89% of the outstanding  
shares and 6.42% of the voting rights.  
On March 17, 2010, TOTAL declared in the AMF notice  
No. 210C0255, that its voting rights in Arkema indirectly fell below  
the 5% threshold on March 12, 2010, pursuant to the loss of double  
voting rights following the conversion of Arkema shares to bearer  
shares and to the disposal of Arkema shares on the market, such  
that the Group held 2.66% of the share capital and 3.97% of the  
voting rights of the company.  
TOTAL / 177  
8
GENERAL INFORMATION  
1
78 / TOTAL - Registration Document 2009  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Chapter 9 (Appendix 1, Consolidated Financial Statements) was set by the Board of Directors on February 10, 2010, and  
has not been updated with subsequent events.  
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS  
CONSOLIDATED STATEMENT OF INCOME  
p. 180  
p. 182  
p. 183  
p. 184  
p. 185  
p. 186  
CONSOLIDATED BALANCE SHEET  
CONSOLIDATED STATEMENT OF CASH FLOW  
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY  
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
Introduction  
p. 187  
p. 187  
p. 187  
p. 195  
p. 196  
p. 196  
p. 206  
p. 206  
p. 207  
p. 207  
p. 207  
p. 210  
p. 211  
p. 213  
p. 215  
p. 216  
p. 216  
p. 217  
p. 218  
p. 221  
p. 224  
p. 226  
p. 231  
p. 232  
p. 233  
p. 235  
p. 236  
p. 241  
p. 241  
p. 243  
p. 245  
p. 249  
p. 251  
p. 257  
p. 259  
p. 259  
p. 260  
1
2
3
4
5
6
7
8
9
- Accounting policies  
- Main indicators – information by business segment  
- Changes in the Group structure, main acquisitions and divestments  
- Business segment information  
- Information by geographical area  
- Operating expenses  
- Other income and other expense  
- Other financial income and expense  
- Income taxes  
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
2
2
3
3
3
3
3
3
0 - Intangible assets  
1 - Property, plant and equipment  
2 - Equity affiliates: investments and loans  
3 - Other investments  
4 - Other non-current assets  
5 - Inventories  
6 - Accounts receivable and other current assets  
7 - Shareholders’ equity  
8 - Employee benefits obligations  
9 - Provisions and other non-current liabilities  
0 - Financial debt and related financial instruments  
1 - Other creditors and accrued liabilities  
2 - Lease contracts  
3 - Commitments and contingencies  
4 - Related parties  
5 - Share-based payments  
6 - Payroll and staff  
7 - Statement of cash flows  
8 - Financial assets and liabilities analysis per instruments class and strategy  
9 - Fair value of financial instruments (excluding commodity contracts)  
0 - Financial instruments related to commodity contracts  
1 - Market risks  
2 - Other risks and contingent liabilities  
3 - Other information  
4 - Post-closing events  
5 - Consolidation Scope  
TOTAL / 179  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Statutory auditors’ report on the Consolidated  
Financial Statements  
9
Statutory auditors’ report on the Consolidated Financial  
Statements  
This is a free translation into English of the statutory auditors’ report on the consolidated financial statements issued in French and it is provided  
solely for the convenience of English-speaking users.  
The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information  
is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors’  
assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit  
opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account balances,  
transactions, or disclosures.  
This report also includes information relating to the specific verification of information given in the Group’s management report.  
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in  
France.  
Year ended December 31, 2009  
To the Shareholders,  
In compliance with the assignment entrusted to us by your General Shareholder’s Annual Meeting, we hereby report to you, for the year ended  
3
1 December 2009, on:  
o the audit of the accompanying consolidated financial statements of TOTAL S.A.;  
o the justification of our assessments;  
o the specific verification required by law.  
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these  
consolidated financial statements based on our audit.  
I. Opinion on the consolidated financial statements  
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the  
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves  
performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures  
in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the  
reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the  
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.  
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the  
Group as at 31 December 2009 and of the results of its operations for the year then ended in accordance with International Financial Reporting  
Standards as adopted by the European Union.  
Without qualifying our opinion, we draw your attention to the matter set out in the Note “Introduction” to the consolidated financial statements  
regarding application of the new definition and the new rules of estimates for Oil & Gas reserves.  
II. Justification of our assessments  
In accordance with the requirements of article L. 823-9 of French commercial Code (Code de commerce) relating to the justification of our  
assessments, we bring to your attention the following matters:  
As stated in the Note “Introduction” to the consolidated financial statements, some accounting principles applied by TOTAL S.A. involve a  
significant amount of assumptions and estimates principally related to the application of the successful efforts method for the oil and gas  
activities, the depreciation of long-lived assets, the provisions for dismantlement, removal and environmental costs, the valuation of retirement  
obligations and the determination of the current and deferred taxation. Detailed information relating to the application of these accounting  
principles is given in the notes to the consolidated financial statements.  
Our procedures relating to the material assumptions and estimates made by the management and which can result from the application of  
these accounting principles enabled us to assess their reasonableness.  
These assessments were made as part of our audit of the consolidated financial statements taken as a whole and, therefore, served in forming  
our audit opinion expressed in the first part of this report.  
1
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10 11  
Statutory auditors’ report on the Consolidated  
Financial Statements  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
III. Specific verification  
As required by law we have also verified, in accordance with professional standards applicable in France, the information relative to the Group,  
given in the parent company’s management report.  
We have no matters to report regarding its fair presentation and its consistency with the consolidated financial statements.  
Paris-La Défense, March 8, 2010  
The Statutory Auditors  
French original signed by  
KPMG Audit  
ERNST & YOUNG Audit  
Pascal Macioce  
A division of KPMG S.A.  
Jay Nirsimloo  
TOTAL / 181  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Consolidated statement of income  
Consolidated statement of income  
TOTAL  
For the year ended December 31,  
(
M) (a)  
2009  
2008  
2007  
Sales  
(Notes 4 & 5)  
131,327  
(19,174)  
112,153  
179,976  
(19,645)  
160,331  
158,752  
(21,928)  
136,824  
Excise taxes  
Revenues from sales  
Purchases net of inventory variation  
Other operating expenses  
Exploration costs  
(Note 6)  
(Note 6)  
(Note 6)  
(71,058)  
(18,591)  
(698)  
(111,024)  
(19,101)  
(764)  
(87,807)  
(17,414)  
(877)  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(6,682)  
314  
(600)  
(5,755)  
369  
(554)  
(5,425)  
674  
(470)  
(Note 7)  
(Note 7)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(530)  
132  
(398)  
(1,000)  
473  
(527)  
(1,783)  
1,244  
(539)  
(Note 29)  
Other financial income  
Other financial expense  
(Note 8)  
(Note 8)  
643  
(345)  
728  
(325)  
643  
(274)  
Equity in income (loss) of affiliates  
(Note 12)  
(Note 9)  
1,642  
1,721  
1,775  
Income taxes  
(7,751)  
8,629  
(14,146)  
(13,575)  
Consolidated net income  
10,953  
13,535  
Group share *  
Minority interests  
8,447  
182  
10,590  
363  
13,181  
354  
Earnings per share ()  
Fully-diluted earnings per share () **  
3.79  
3.78  
4.74  
4.71  
5.84  
5.80  
*
*
Adjusted net income  
* Adjusted fully-diluted earnings per share ()  
7,784  
3.48  
13,920  
6.20  
12,203  
5.37  
(
a) Except for per share amounts.  
1
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10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Consolidated balance sheet  
Consolidated balance sheet  
TOTAL  
As of December 31,  
(
M)  
2009  
2008  
2007  
ASSETS  
Non-current assets  
Intangible assets, net  
(Notes 5 & 10)  
(Notes 5 & 11)  
(Note 12)  
7,514  
51,590  
13,624  
1,162  
1,025  
3,081  
5,341  
46,142  
14,668  
1,165  
892  
4,650  
41,467  
15,280  
1,291  
460  
Property, plant and equipment, net  
Equity affiliates: investments and loans  
Other investments  
Hedging instruments of non-current financial debt  
Other non-current assets  
(Note 13)  
(Note 20)  
(Note 14)  
3,044  
2,155  
Total non-current assets  
Current assets  
77,996  
71,252  
65,303  
Inventories, net  
(Note 15)  
(Note 16)  
(Note 16)  
(Note 20)  
(Note 27)  
13,867  
15,719  
8,198  
311  
9,621  
15,287  
9,642  
187  
13,851  
19,129  
8,006  
1,264  
5,988  
Accounts receivable, net  
Other current assets  
Current financial assets  
Cash and cash equivalents  
11,662  
12,321  
Total current assets  
Total assets  
49,757  
47,058  
48,238  
127,753  
118,310  
113,541  
LIABILITIES & SHAREHOLDERS’ EQUITY  
Shareholders’ equity  
Common shares  
5,871  
55,372  
(5,069)  
(3,622)  
5,930  
52,947  
(4,876)  
(5,009)  
5,989  
48,797  
(4,396)  
(5,532)  
Paid-in surplus and retained earnings  
Currency translation adjustment  
Treasury shares  
Total shareholders’ equity - Group share  
Minority interests  
(Note 17)  
52,552  
987  
48,992  
958  
44,858  
842  
Total shareholders’ equity  
53,539  
49,950  
45,700  
Non-current liabilities  
Deferred income taxes  
Employee benefits  
Provisions and other non-current liabilities  
(Note 9)  
(Note 18)  
(Note 19)  
8,948  
2,040  
9,381  
7,973  
2,011  
7,858  
7,933  
2,527  
6,843  
Total non-current liabilities  
Non-current financial debt  
20,369  
19,437  
17,842  
16,191  
17,303  
14,876  
(Note 20)  
Current liabilities  
Accounts payable  
Other creditors and accrued liabilities  
Current borrowings  
15,383  
11,908  
6,994  
123  
14,815  
11,632  
7,722  
158  
18,183  
12,806  
4,613  
60  
(Note 21)  
(Note 20)  
(Note 20)  
Other current financial liabilities  
Total current liabilities  
34,408  
34,327  
35,662  
Total liabilities and shareholders’ equity  
127,753  
118,310  
113,541  
TOTAL / 183  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Consolidated statement of cash flow  
Consolidated statement of cash flow  
TOTAL  
(
Note 27)  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
CASH FLOW FROM OPERATING ACTIVITIES  
Consolidated net income  
Depreciation, depletion and amortization  
Non-current liabilities, valuation allowances, and deferred taxes  
Impact of coverage of pension benefit plans  
8,629  
7,107  
441  
10,953  
6,197  
(150)  
(505)  
(257)  
(311)  
2,571  
171  
13,535  
5,946  
826  
(
Gains) losses on disposals of assets  
Undistributed affiliates’ equity earnings  
Increase) decrease in working capital  
(200)  
(378)  
(3,316)  
77  
(639)  
(821)  
(1,476)  
315  
(
Other changes, net  
Cash flow from operating activities  
12,360  
18,669  
17,686  
CASH FLOW USED IN INVESTING ACTIVITIES  
Intangible assets and property, plant and equipment additions  
Acquisitions of subsidiaries, net of cash acquired  
Investments in equity affiliates and other securities  
Increase in non-current loans  
(11,849)  
(160)  
(400)  
(940)  
(13,349)  
138  
(11,861)  
(559)  
(416)  
(804)  
(13,640)  
130  
(10,549)  
(20)  
(351)  
(802)  
(11,722)  
569  
5
527  
455  
1,556  
Total expenditures  
Proceeds from disposals of intangible assets and property, plant and equipment  
Proceeds from disposals of subsidiaries, net of cash sold  
Proceeds from disposals of non-current investments  
Repayment of non-current loans  
88  
2,525  
418  
3,081  
1,233  
1,134  
2,585  
Total divestments  
Cash flow used in investing activities  
(10,268)  
(11,055)  
(10,166)  
CASH FLOW USED IN FINANCING ACTIVITIES  
Issuance (repayment) of shares:  
Parent company shareholders  
Treasury shares  
Minority shareholders  
41  
22  
262  
(1,189)  
(4)  
89  
(1,526)  
2
Dividends paid:  
Parent company shareholders  
Minority shareholders  
(5,086)  
(189)  
5,522  
(3,124)  
(54)  
(4,945)  
(213)  
3,009  
1,437  
850  
(4,510)  
(228)  
3,220  
(2,654)  
2,265  
Net issuance (repayment) of non-current debt  
Increase (decrease) in current borrowings  
Increase (decrease) in current financial assets and liabilities  
Cash flow used in financing activities  
(2,868)  
(776)  
(793)  
(3,342)  
4,178  
Net increase (decrease) in cash and cash equivalents  
6,821  
Effect of exchange rates  
117  
(488)  
(683)  
Cash and cash equivalents at the beginning of the period  
12,321  
5,988  
2,493  
Cash and cash equivalents at the end of the period  
11,662  
12,321  
5,988  
1
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10 11  
Consolidated statement of changes in  
shareholders’ equity  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Consolidated statement of changes in shareholders’ equity  
TOTAL  
Paid-in  
Common shares  
issued  
surplus and Currency  
retained translation  
earnings adjustment  
Shareholders'  
Total  
Treasury shares  
equity- Minority shareholders’  
(
M)  
Number Amount  
Number Amount Group share interests  
equity  
As of January 1, 2007  
2,425,767,953  
6,064  
41,460  
(1,383) (161,200,707) (5,820)  
40,321  
827  
41,148  
Net income 2007  
13,181  
13,181  
354  
13,535  
Other comprehensive income  
(
Note 17)  
117  
13,298  
(4,510)  
(3,013)  
(3,013)  
(2,896)  
10,285  
(4,510)  
(111)  
243  
(228)  
(3,007)  
10,528  
(4,738)  
Comprehensive income  
Dividend  
Issuance of common shares  
(
Note 17)  
2,769,144  
7
82  
(77)  
89  
(1,787)  
264  
89  
(1,787)  
264  
Purchase of treasury shares  
(32,387,355) (1,787)  
9,161,830  
(
a)  
Sale of treasury shares  
Share-based payments  
Note 25)  
341  
(
196  
196  
196  
Other operations with minority  
interests  
Share cancellation (Note 17)  
Transactions with  
shareholders  
(82)  
(33,005,000)  
(1,652)  
33,005,000  
1,734  
(30,235,856)  
2,395,532,097  
(75)  
5,989  
(5,961)  
48,797  
10,590  
9,779,475  
288  
(5,748)  
44,858  
10,590  
(228)  
842  
(5,976)  
45,700  
10,953  
As of December 31, 2007  
(4,396) (151,421,232) (5,532)  
Net income 2008  
363  
Other comprehensive income  
(
Note 17)  
(258)  
10,332  
(4,945)  
(480)  
(480)  
(738)  
9,852  
(4,945)  
(34)  
329  
(213)  
(772)  
10,181  
(5,158)  
Comprehensive income  
Dividend  
Issuance of common shares  
(
Note 17)  
6,275,977  
16  
246  
(71)  
262  
(1,339)  
150  
262  
(1,339)  
150  
Purchase of treasury shares  
(27,600,000) (1,339)  
5,939,137  
(
a)  
Sale of treasury shares  
Share-based payments  
Note 25)  
221  
(
154  
154  
154  
Other operations with minority  
interests  
Share cancellation (Note 17)  
Transactions with  
shareholders  
(75)  
(30,000,000)  
(1,566)  
30,000,000  
1,641  
(23,724,023)  
2,371,808,074  
(59)  
5,930  
(6,182)  
52,947  
8,447  
8,339,137  
523  
(5,718)  
48,992  
8,447  
(213)  
958  
(5,931)  
49,950  
8,629  
As of December 31, 2008  
(4,876) (143,082,095) (5,009)  
Net income 2009  
182  
Other comprehensive income  
(
Note 17)  
246  
8,693  
(5,086)  
(193)  
(193)  
53  
8,500  
(5,086)  
60  
242  
(189)  
113  
8,742  
(5,275)  
Comprehensive income  
Dividend  
Issuance of common shares  
(
Note 17)  
1,414,810  
3
38  
(143)  
165  
41  
22  
41  
22  
Purchase of treasury shares  
(
a)  
Sale of treasury shares  
Share-based payments  
Note 25)  
2,874,905  
(
106  
106  
106  
Other operations with minority  
interests  
Share cancellation (Note 17)  
Transactions with  
shareholders  
(62)  
(23)  
(1,160)  
(23)  
(24)  
(47)  
(24,800,000)  
24,800,000  
1,222  
(23,385,190)  
(59)  
(6,268)  
55,372  
27,674,905  
1,387  
(4,940)  
52,552  
(213)  
987  
(5,153)  
53,539  
As of December 31, 2009  
2,348,422,884  
5,871  
(5,069) (115,407,190) (3,622)  
(
a) Treasury shares related to the stock option purchase plans and restricted stock grants.  
TOTAL / 185  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Consolidated statement of comprehensive income  
Consolidated statement of comprehensive income (a)  
TOTAL  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Consolidated net income  
8,629  
10,953  
13,535  
Other comprehensive income  
Currency translation adjustment  
Available for sale financial assets  
Cash flow hedge  
(244)  
38  
(722)  
(254)  
(2,703)  
111  
128  
234  
(5)  
Share of other comprehensive income of associates, net amount  
Other  
173  
1
(406)  
(3)  
Tax effect  
(38)  
113  
30  
(772)  
(6)  
(3,007)  
10,528  
10,285  
243  
Total other comprehensive income (net amount) (note 17)  
Comprehensive income  
8,742  
8,500  
242  
10,181  
9,852  
329  
Group share  
Minority interests  
(
a) In accordance with revised IAS 1, applicable from January 1, 2009.  
1
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APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
On February 10, 2010, the Board of Directors established and  
authorized the publication of the Consolidated Financial Statements  
of TOTAL S.A. for the year ended December 31, 2009, which will be  
submitted for approval to the shareholders’ meeting to be held on  
May 21, 2010.  
reported income and expenses for the period. The management  
reviews these estimates and assumptions on an ongoing basis, by  
reference to past experience and various other factors considered  
as reasonable which form the basis for assessing the carrying  
amount of assets and liabilities. Actual results may differ  
significantly from these estimates, if different assumptions or  
circumstances apply. These judgments and estimates relate  
principally to the application of the successful efforts method for  
the oil and gas accounting, the valuation of long-lived assets, the  
provisions for asset retirement obligations and environmental  
remediation, the pensions and post-retirements benefits and the  
income tax computation.  
Introduction  
The Consolidated Financial Statements of TOTAL S.A. and its  
subsidiaries (the Group) have been prepared on the basis of IFRS  
(
International Financial Reporting Standards) as adopted by the  
Furthermore, where the accounting treatment of a specific  
transaction is not addressed by any accounting standard or  
interpretation, the management applies its judgment to define and  
apply accounting policies that will lead to relevant and reliable  
information, so that the financial statements:  
European Union and IFRS as issued by the IASB (International  
Accounting Standard Board) as of December 31, 2009.  
The accounting principles applied in the Consolidated Financial  
Statements as of December 31, 2009 were the same as those that  
were used as of December 31, 2008 except for amendments and  
interpretations of IFRS which were mandatory for the periods  
beginning after January 1, 2009 (and not early adopted). Their  
adoption has no impact on the Consolidated Financial Statements  
as of December 31, 2009.  
o give a true and fair view of the Group’s financial position, financial  
performance and cash flows;  
o reflect the substance of transactions;  
o are neutral;  
o are prepared on a prudent basis; and  
o are complete in all material aspects.  
Among these new standards or interpretations, it should be noted  
that the revised version of IAS 1 “Presentation of financial  
statements”, effective for annual periods beginning on or after  
January 1, 2009, resulted in the following:  
o presentation of the consolidated statement of comprehensive  
income; and  
1) Accounting policies  
o information on other comprehensive income presented in Note 17  
to the Consolidated Financial Statements.  
Pursuant to the accrual basis of accounting followed by the Group,  
the financial statements reflect the effects of transactions and other  
events when they occur. Assets and liabilities such as property,  
plant and equipment and intangible assets are usually measured at  
amortized cost. Financial assets and liabilities are usually measured  
at fair value.  
In addition, the IASB issued in 2009 amendments to standard IFRS  
7
“Financial instruments: disclosures” which introduce new  
disclosure requirements, effective for annual periods beginning on  
or after January 1, 2009. In particular, financial instruments shall be  
presented according to the fair value measurement method used  
Accounting policies used by the Group are described below:  
(three-level hierarchy described in Note 1 M(v) to the Consolidated  
Financial Statements).  
A) Principles of consolidation  
Lastly, the Group has applied the new definitions and the new  
method of estimating oil & gas reserves resulting from U.S.  
Accounting Standards Update No. 2010-03, “Oil and Gas Reserve  
Estimation and Disclosures”, effective for annual reporting periods  
ended on or after December 31, 2009. The adoption of these new  
rules had no significant impact on oil & gas reserve estimates and  
no significant impact on the Consolidated Financial Statements.  
Subsidiaries that are directly controlled by the parent company or  
indirectly controlled by other consolidated subsidiaries are fully  
consolidated.  
Investments in jointly-controlled entities are proportionately  
consolidated.  
The preparation of financial statements in accordance with IFRS  
requires the management to make estimates and assumptions that  
affect the reported amounts of assets, liabilities and contingent  
liabilities at the date of preparation of the financial statements and  
Investments in associates, in which the Group has significant  
influence, are accounted for by the equity method. Significant  
influence is presumed when the Group holds, directly or indirectly  
(e.g. through subsidiaries), 20% or more of the voting rights.  
TOTAL / 187  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Companies in which ownership interest is less than 20%, but over  
which the Company is deemed to exercise significant influence, are  
also accounted for by the equity method.  
Revenues from sales of crude oil, natural gas and coal are recorded  
upon transfer of title, according to the terms of the sales contracts.  
Revenues from the production of crude oil and natural gas  
properties, in which the Group has an interest with other producers,  
are recognized based on actual volumes sold during the period.  
Any difference between volumes sold and entitlement volumes,  
based on the Group net working interest, are recognized as “Crude  
oil and natural gas inventories” or “Accounts receivable, net” or  
All significant intercompany balances, transactions and income  
have been eliminated.  
B) Business combinations  
Business combinations are accounted for using the purchase  
method. This method implies the recognition of the assets, liabilities  
and contingent liabilities of the companies acquired by the Group at  
their fair value.  
“Accounts payable”, as appropriate.  
Revenues from gas transport are recognized when services are  
rendered. These revenues are based on the quantities transported  
and measured according to procedures defined in each service  
contract.  
The difference between the acquisition cost of the shares and fair  
value of the acquired share of the assets, liabilities and contingent  
liabilities identified on the acquisition date is recorded as goodwill.  
Revenues from sales of electricity are recorded upon transfer of  
title, according to the terms of the related contracts.  
If the cost of an acquisition is less than the fair value of net assets  
of the subsidiary acquired, an additional analysis is performed on  
the identification and valuation of the identifiable elements of the  
assets and liabilities. Any residual negative goodwill is recorded as  
income.  
Revenues from services are recognized when the services have  
been rendered.  
The analysis of goodwill is finalized within one year from the  
acquisition date.  
Shipping revenues and expenses from time-charter activities are  
recognized on a pro rata basis over a period that commences upon  
the unloading of the previous voyage and terminates upon the  
unloading of the current voyage. Shipping revenue recognition  
starts only when a charter has been agreed to by both the Group  
and the customer.  
C) Foreign currency translation  
The financial statements of subsidiaries are prepared in the  
currency that most clearly reflects their business environment. This  
is referred to as their functional currency.  
Oil and gas sales are inclusive of quantities delivered that represent  
production royalties and taxes, when paid in cash, and outside the  
United States and Canada.  
(
i) Monetary transactions  
Transactions denominated in foreign currencies are translated at  
the exchange rate on the transaction date. At each balance sheet  
date, monetary assets and liabilities are translated at the closing  
rate and the resulting exchange differences are recognized in  
Certain transactions within the trading activities (contracts involving  
quantities that are purchased to third parties then resold to third  
parties) are shown at their net value in sales.  
Other income” or “Other expenses”.  
(
ii) Translation of financial statements denominated in foreign  
currencies  
Exchanges of crude oil and petroleum products within normal  
trading activities do not generate any income and therefore these  
flows are shown at their net value in both the statement of income  
and the balance sheet.  
Assets and liabilities of foreign entities are translated into euros on  
the basis of the exchange rates at the end of the period. The  
income and cash flow statements are translated using the average  
exchange rates for the period. Foreign exchange differences  
resulting from such translations are either recorded in shareholders’  
equity under “Currency translation adjustments” (for the Group  
share) or under “Minority interests” (for the minority share) as  
deemed appropriate.  
E) Share-based payments  
The Group may grant employees stock options, create employee  
share purchase plans and offer its employees the opportunity to  
subscribe to reserved capital increases. These employee benefits  
are recognized as expenses with a corresponding credit to  
shareholders’ equity.  
D) Sales and revenues from sales  
Revenues from sales are recognized when the significant risks and  
rewards of ownership have been passed to the buyer and the  
amount can be reasonably measured. Sales figures include excise  
taxes collected by the Group within the course of its oil distribution  
operations. Excise taxes are deducted from sales in order to obtain  
the “Revenues from sales” indicator.  
The expense is equal to the fair value of the instruments granted.  
The fair value of the options is calculated using the Black-Scholes  
model at the grant date. The expense is recognized on a straight-  
line basis between the grant date and vesting date.  
1
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10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
For restricted share plans, the expense is calculated using the  
market price at the grant date after deducting the expected  
distribution rate during the vesting period.  
for purposes of this calculation which also takes into account the  
dilutive effect of stock options, restricted share grants and capital  
increases with a subscription period closing after the end of the  
fiscal year.  
The cost of employee-reserved capital increases is immediately  
expensed. A discount reduces the expense in order to account for  
the nontransferability of the shares awarded to the employees over  
a period of five years.  
The weighted-average number of fully-diluted shares is calculated  
in accordance with the treasury stock method provided for by IAS  
33. The proceeds, which would be recovered in the event of an  
exercise of rights related to dilutive instruments, are presumed to  
be a share buyback at the average market price over the period.  
The number of shares thereby obtained leads to a reduction in the  
total number of shares that would result from the exercise of rights.  
F) Income taxes  
Income taxes disclosed in the statement of income include the  
current tax expenses and the deferred tax expenses.  
H) Oil and gas exploration and producing  
properties  
The Group uses the liability method whereby deferred income taxes  
are recorded based on the temporary differences between the  
carrying amounts of assets and liabilities recorded in the balance  
sheet and their tax bases, and on carry-forwards of unused tax  
losses and tax credits.  
The Group applies IFRS 6 “Exploration for and Evaluation of Mineral  
Resources”. Oil and gas exploration and production properties and  
assets are accounted for in accordance with the successful efforts  
method.  
Deferred tax assets and liabilities are measured using the tax rates  
that have been enacted or substantially enacted at the balance  
sheet date. The tax rates used depend on the timing of reversals of  
temporary differences, tax losses and other tax credits. The effect  
of a change in tax rate is recognized either in the Consolidated  
Statement of Income or in shareholders’ equity depending on the  
item it relates to.  
(
i) Exploration costs  
Geological and geophysical costs, including seismic surveys for  
exploration purposes are expensed as incurred.  
Mineral interests are capitalized as intangible assets when acquired.  
These acquired interests are tested for impairment on a regular  
basis, property-by-property, based on the results of the exploratory  
activity and the management’s evaluation.  
Deferred tax assets are recognized when future recovery is  
probable.  
Asset retirement obligations and finance leases give rise to the  
recognition of assets and liabilities for accounting purposes as  
described in paragraph K “Leases” and paragraph Q “Asset  
retirement obligations” of this Note. Deferred income taxes resulting  
from temporary differences between the carrying amounts and tax  
bases of such assets and liabilities are recognized.  
In the event of a discovery, the unproved mineral interests are  
transferred to proved mineral interests at their net book value as  
soon as proved reserves are booked.  
Exploratory wells are tested for impairment on a well-by-well basis  
and accounted for as follows:  
Deferred tax liabilities resulting from temporary differences between  
the carrying amounts of equity-method investments and their tax  
bases are recognized. The deferred tax calculation is based on the  
expected future tax effect (dividend distribution rate or tax rate on  
the gain or loss upon disposal of these investments).  
o Costs of exploratory wells which result in proved reserves are  
capitalized and then depreciated using the unit-of-production  
method based on proved developed reserves;  
o Costs of dry exploratory wells and wells that have not found  
proved reserves are charged to expense;  
Taxes paid on the Upstream production are included in operating  
expenses, including those related to historical concessions held by  
the Group in the Middle East producing countries.  
o Costs of exploratory wells are temporarily capitalized until a  
determination is made as to whether the well has found proved  
reserves if both of the following conditions are met:  
G) Earnings per share  
- The well has found a sufficient quantity of reserves to justify its  
completion as a producing well, if appropriate, assuming that  
the required capital expenditures are made;  
Earnings per share is calculated by dividing net income (Group  
share) by the weighted-average number of common shares  
outstanding during the period.  
-
The Group is making sufficient progress assessing the reserves  
and the economic and operating viability of the project. This  
progress is evaluated on the basis of indicators such as  
whether additional exploratory works are under way or firmly  
planned (wells, seismic or significant studies), whether costs  
are being incurred for development studies and whether the  
Group is waiting for governmental or other third-party  
authorization of a proposed project, or availability of capacity  
on an existing transport or processing facility.  
Diluted earnings per share is calculated by dividing net income  
(Group share) by the fully-diluted weighted-average number of  
common shares outstanding during the period. Treasury shares  
held by the parent company, TOTAL S.A., and TOTAL shares held  
by the Group subsidiaries are deducted from consolidated  
shareholders’ equity. These shares are not considered outstanding  
TOTAL / 189  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Costs of exploratory wells not meeting these conditions are  
charged to expense.  
o the ability to measure reliably the expenditures attributable to the  
asset; and  
o the feasibility and intention of the Group to complete the  
intangible asset and use or sell it.  
(ii) Oil and Gas producing assets  
Development costs incurred for the drilling of development wells  
and for the construction of production facilities are capitalized,  
together with borrowing costs incurred during the period of  
construction and the present value of estimated costs of asset  
retirement obligations. The depletion rate is usually equal to the  
ratio of oil and gas production for the period to proved developed  
reserves (unit-of-production method).  
Advertising costs are charged to expense as incurred.  
J) Other property, plant and equipment  
Other property, plant and equipment are carried at cost, after  
deducting any accumulated depreciation and accumulated  
impairment losses. This cost includes borrowing costs directly  
attributable to the acquisition or production of a qualifying asset  
incurred until assets are placed in service. Borrowing costs are  
capitalized as follows:  
With respect to production sharing contracts, this computation is  
based on the portion of production and reserves assigned to the  
Group taking into account estimates based on the contractual  
clauses regarding the reimbursement of exploration and  
development costs (cost oil) as well as the sharing of hydrocarbon  
rights (profit oil).  
o if the project benefits from a specific funding, the capitalization of  
borrowing costs is based on the borrowing rate;  
Transportation assets are depreciated using the unit-of-production  
method based on throughput or by using the straight-line method  
whichever best reflects the economic life of the asset.  
o if the project is financed by all the Group’s debt, the capitalization  
of borrowing costs is based on the weighted average borrowing  
cost for the period.  
Proved mineral interests are depreciated using the  
unit-of-production method based on proved reserves.  
Routine maintenance and repairs are charged to expense as  
incurred. The costs of major turnarounds of refineries and large  
petrochemical units are capitalized as incurred and depreciated  
over the period of time between two consecutive major  
turnarounds.  
I) Goodwill and other intangible assets  
Other intangible assets include goodwill, patents, trademarks, and  
lease rights.  
Other property, plant and equipment are depreciated using the  
straight-line method over their useful lives, which are as follows:  
Intangible assets are carried at cost, after deducting any  
accumulated depreciation and accumulated impairment losses.  
o Furniture, office equipment, machinery and tools  
o Transportation equipments  
3 – 12 years  
5 – 20 years  
10 – 15 years  
10 – 30 years  
10 – 50 years  
Goodwill in a consolidated subsidiary is calculated as the excess of  
the cost of shares, including transaction expenses, over the fair  
value of the Group’s share of the net assets at the acquisition date.  
Goodwill is not amortized but is tested for impairment annually or  
as soon as there is any indication of impairment (see Note 1  
paragraph L to the Consolidated Financial Statements “Impairment  
of long-lived assets”).  
o Storage tanks and related equipment  
o Specialized complex installations and pipelines  
o Buildings  
K) Leases  
In equity affiliates, goodwill is included in the investment book  
value.  
A finance lease transfers substantially all the risks and rewards  
incidental to ownership from the lessor to the lessee. These  
contracts are capitalized as assets at fair value or, if lower, at the  
present value of the minimum lease payments according to the  
contract. A corresponding financial debt is recognized as a financial  
liability. These assets are depreciated over the corresponding  
useful life used by the Group.  
Other intangible assets (except goodwill) have a finite useful life and  
are amortized on a straight-line basis over 10 to 40 years  
depending on the useful life of the assets.  
Research and development:  
Research costs are charged to expense as incurred.  
Leases that are not finance leases as defined above are recorded  
as operating leases.  
Development expenses are capitalized when the following can be  
demonstrated:  
Certain arrangements do not take the legal form of a lease but  
convey the right to use an asset or a group of assets in return for  
fixed payments. Such arrangements are accounted for as leases  
and are analyzed to determine whether they should be classified as  
operating leases or as finance leases.  
o the technical feasibility of the project and the availability of the  
adequate resources for the completion of the intangible asset;  
o the ability of the asset to generate probable future economic  
benefits;  
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APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
These investments are presented in the section “Other investments”  
of the balance sheet.  
L) Impairment of long-lived assets  
The recoverable amounts of intangible assets and property, plant  
and equipment are tested for impairment as soon as any indication  
of impairment exists. This test is performed at least annually for  
goodwill.  
(iii) Derivative instruments  
The Group uses derivative instruments to manage its exposure to  
risks of changes in interest rates, foreign exchange rates and  
commodity prices. Changes in fair value of derivative instruments  
are recognized in the statement of income or in shareholders’ equity  
and are recognized in the balance sheet in the accounts  
corresponding to their nature, according to the risk management  
strategy described in Note 31 to the Consolidated Financial  
Statements. The derivative instruments used by the Group are the  
following:  
The recoverable amount is the higher of the fair value (less costs to  
sell) or its value in use.  
Assets are grouped into cash-generating units (or CGUs) and  
tested. A cash-generating unit is a homogeneous group of assets  
that generates cash inflows that are largely independent of the cash  
inflows from other groups of assets.  
The value in use of a CGU is determined by reference to the  
discounted expected future cash flows, based upon the  
management’s expectation of future economic and operating  
conditions. If this value is less than the carrying amount, an  
impairment loss on property, plant and equipment and mineral  
interests, or on other intangible assets, is recognized either in  
o Cash management  
Financial instruments used for cash management purposes are  
part of a hedging strategy of currency and interest rate risks  
within global limits set by the Group and are considered to be  
used for transactions (held for trading). Changes in fair value are  
systematically recorded in the statement of income. The balance  
sheet value of those instruments is included in “Current financial  
assets” or “Other current financial liabilities”.  
Depreciation, depletion and amortization of property, plant and  
equipment and mineral interests” or in “Other expense”,  
respectively. This impairment loss is first allocated to reduce the  
carrying amount of any goodwill.  
Impairment losses recognized in prior periods can be reversed up  
to the original carrying amount, had the impairment loss not been  
recognized. Impairment losses recognized for goodwill cannot be  
reversed.  
o Long-term financing  
When an external long-term financing is set up, specifically to  
finance subsidiaries, and when this financing involves currency  
and interest rate derivatives, these instruments are qualified as:  
M) Financial assets and liabilities  
1
) Fair value hedge of the interest rate risk on the external debt  
and of the currency risk of the loans to subsidiaries. Changes in  
fair value of derivatives are recognized in the statement of  
income as are changes in fair value of financial debts and loans  
to subsidiaries.  
Financial assets and liabilities are financial loans and receivables,  
investments in non-consolidated companies, publicly traded equity  
securities, derivatives instruments and current and non-current  
financial liabilities.  
The accounting treatment of these financial assets and liabilities is  
as follows:  
The fair value of those hedging instruments of long-term  
financing is included in the assets under “Hedging instruments  
on non-current financial debt” or in the liabilities under “Non-  
current financial debt “for the non-current portion. The current  
portion (less than one year) is accounted for in “Current  
financial assets” or “Other current financial liabilities”.  
(i) Loans and receivables  
Financial loans and receivables are recognized at amortized cost.  
They are tested for impairment, by comparing the carrying amount  
of the assets to estimates of the discounted future recoverable cash  
flows. These tests are conducted as soon as there is any evidence  
that their fair value is less than their carrying amount, and at least  
annually. Any impairment loss is recorded in the statement of  
income.  
In case of the anticipated termination of derivative instruments  
accounted for as fair value hedges, the amount paid or  
received is recognized in the statement of income and:  
- If this termination is due to an early cancellation of the  
hedged items, the adjustment previously recorded as  
revaluation of those hedged items is also recognized in the  
statement of income;  
(ii) Investments in non-consolidated companies and publicly  
traded equity securities  
-
If the hedged items remain in the balance sheet, the  
adjustment previously recorded as a revaluation of those  
hedged items is spread over the remaining life of those  
items.  
These assets are classified as financial assets available for sale and  
therefore measured at their fair value. For listed securities, this fair  
value is equal to the market price. For unlisted securities, if the fair  
value is not reliably determinable, securities are recorded at their  
historical value. Changes in fair value are recorded in shareholders’  
equity. If there is any evidence of a significant or long-lasting loss,  
an impairment loss is recorded in the Consolidated Statement of  
Income. This impairment is reversed in the statement of income  
only when the securities are sold.  
2) Cash flow hedge of the currency risk of the external debt.  
Changes in fair value are recorded in equity for the effective  
portion of the hedging and in the statement of income for the  
ineffective portion of the hedging. Amounts recorded in equity  
are transferred to the income statement when the hedged  
transaction affects profit or loss.  
TOTAL / 191  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
The fair value of those hedging instruments of long-term  
financing is included in the assets under “Hedging instruments  
on non-current financial debt” or in the liabilities under “Non-  
current financial debt“ for the non-current portion. The current  
portion (less than one year) is accounted for in “Current  
financial assets” or “Other current financial liabilities”.  
As a consequence, the use of different estimates, methodologies  
and assumptions could have a material effect on the estimated fair  
value amounts.  
The methods used are as follows:  
o Financial debts, swaps  
If the hedging instrument expires, is sold or terminated by  
anticipation, gains or losses previously recognized in equity  
remain in equity. Amounts are recycled in the income  
statement when the hedged transaction affects profit or loss.  
The market value of swaps and of bonds that are hedged by  
those swaps, have been determined on an individual basis by  
discounting future cash flows with the zero coupon interest rate  
curves existing at year-end.  
o Foreign subsidiaries’ equity hedge  
o Financial instruments related to commodity contracts  
Certain financial instruments hedge against risks related to the  
equity of foreign subsidiaries whose functional currency is not the  
euro (mainly the dollar). These instruments qualify as “net  
investment hedges”. Changes in fair value are recorded in  
shareholders’ equity.  
The valuation methodology is to mark to market all open  
positions for both physical and derivative transactions. The  
valuations are determined on a daily basis using observable  
market data based on organized and over the counter (OTC)  
markets. In particular cases when market data are not directly  
available, the valuations are derived from observable data such  
as arbitrages, freight or spreads and market corroboration. For  
valuation of risks which are the result of a calculation, such as  
options for example, commonly known models are used to  
compute the fair value.  
The fair value of these instruments is recorded under “Current  
financial assets” or ”Other current financial liabilities”.  
o Financial instruments related to commodity contracts  
Financial instruments related to commodity contracts, including  
crude oil, petroleum products, gas and power purchasing/selling  
contracts related to the trading activities, together with the  
commodity contract derivative instruments such as energy  
contracts and forward freight agreements, are used to adjust the  
Group's exposure to price fluctuations within global trading limits.  
These instruments are considered, according to the industry  
practice, as held for trading. Changes in fair value are recorded in  
the statement of income. The fair value of these instruments is  
recorded in “Other current assets” or “Other creditors and  
accrued liabilities” depending on whether they are assets or  
liabilities.  
o Other financial instruments  
The fair value of the interest rate swaps and of FRA (Forward  
Rate Agreement) are calculated by discounting future cash flows  
on the basis of zero coupon interest rate curves existing at  
year-end after adjustment for interest accrued but unpaid.  
Forward exchange contracts and currency swaps are valued on  
the basis of a comparison of the negociated forward rates with  
the rates in effect on the financial markets at year-end for similar  
maturities.  
Exchange options are valued based on the Garman-Kohlhagen  
model including market quotations at year-end.  
Detailed information about derivatives positions is disclosed in  
Notes 20, 28, 29, 30 and 31 to the Consolidated Financial  
Statements.  
o Fair value hierarchy  
(
iv) Current and non-current financial liabilities  
IFRS 7 “Financial instruments: disclosures”, amended in 2009,  
introduces a fair value hierarchy for financial instruments and  
proposes the following three-level classification :  
Current and non-current financial liabilities (excluding derivatives)  
are recognized at amortized cost, except those for which a hedge  
accounting can be applied as described in the previous paragraph.  
-
level 1: quotations for assets and liabilities (identical to the  
ones that are being valued) obtained at the valuation date on  
an active market to which the entity has access;  
(v) Fair value of financial instruments  
-
-
level 2: the entry data are observable data but do not  
correspond to quotations for identical assets or liabilities;  
Fair values are estimated for the majority of the Group’s financial  
instruments, with the exception of publicly traded equity securities  
and marketable securities for which the market price is used.  
level 3: the entry data are not observable data. For example:  
these data come from extrapolation. This level applies when  
there is no market or observable data and the company has to  
use its own hypotheses to estimate the data that other market  
players would have used to determine the fair value of the  
asset.  
Estimated fair values, which are based on principles such as  
discounting future cash flows to present value, must be weighted  
by the fact that the value of a financial instrument at a given time  
may be influenced by the market environment (liquidity especially),  
and also the fact that subsequent changes in interest rates and  
exchange rates are not taken into account.  
Fair value hierarchy is disclosed in Notes 29 and 30 to the  
Consolidated Financial Statements.  
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APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
The associated asset retirement costs are capitalized as part of the  
carrying amount of the underlying asset and depreciated over the  
useful life of this asset.  
N) Inventories  
Inventories are measured in the Consolidated Financial Statements  
at the lower of historical cost or market value. Costs for petroleum  
and petrochemical products are determined according to the FIFO  
An entity is required to measure changes in the liability for an asset  
retirement obligation due to the passage of time (accretion) by  
applying a risk-free discount rate to the amount of the liability. The  
increase of the provision due to the passage of time is recognized  
as “Other financial expense”.  
(First-In, First-Out) method and other inventories are measured  
using the weighted-average cost method.  
Downstream (Refining – Marketing)  
R) Employee benefits  
Petroleum product inventories are mainly comprised of crude oil  
and refined products. Refined products principally consist of  
gasoline, kerosene, diesel, fuel oil and heating oil produced by the  
Group's refineries. The turnover of petroleum products does not  
exceed two months on average.  
In accordance with the laws and practices of each country, the  
Group participates in employee benefit plans offering retirement,  
death and disability, healthcare and special termination benefits.  
These plans provide benefits based on various factors such as  
length of service, salaries, and contributions made to the  
governmental bodies responsible for the payment of benefits.  
Crude oil costs include raw material and receiving costs. Refining  
costs principally include the crude oil costs, production costs  
(
energy, labor, depreciation of producing assets) and allocation of  
These plans can be either defined contribution or defined benefit  
pension plans and may be entirely or partially funded with  
investments made in various non-Group instruments such as  
mutual funds, insurance contracts, and other instruments.  
production overhead (taxes, maintenance, insurance, etc.). Start-up  
costs and general administrative costs are excluded from the cost  
price of refined products.  
For defined contribution plans, expenses correspond to the  
contributions paid.  
Chemicals  
Costs of chemical products inventories consist of raw material  
costs, direct labor costs and an allocation of production overhead.  
Start-up costs and general administrative costs are excluded from  
the cost of inventories of chemicals products.  
Defined benefit obligations are determined according to the  
Projected Unit Method. Actuarial gains and losses may arise from  
differences between actuarial valuation and projected commitments  
(depending on new calculations or assumptions) and between  
projected and actual return of plan assets.  
O) Treasury shares  
The Group applies the corridor method to amortize its actuarial  
gains and losses. This method amortizes the net cumulative  
actuarial gains and losses that exceed 10% of the greater of the  
present value of the defined benefit obligation and the fair value of  
plan assets, over the average expected remaining working lives of  
the employees participating in the plan.  
Treasury shares of the parent company held by its subsidiaries or  
itself are deducted from consolidated shareholders' equity. Gains or  
losses on sales of treasury shares are excluded from the  
determination of net income and are recognized in shareholders’  
equity.  
In case of a change in or creation of a plan, the vested portion of  
the cost of past services is recorded immediately in the statement  
of income, and the unvested past service cost is amortized over the  
vesting period.  
P) Provisions and other non-current liabilities  
Provisions and non-current liabilities are comprised of liabilities for  
which the amount and the timing are uncertain. They arise from  
environmental risks, legal and tax risks, litigation and other risks.  
The net periodic pension cost is recognized under “Other operating  
expenses”.  
A provision is recognized when the Group has a present obligation  
(legal or constructive) as a result of a past event for which it is  
S) Consolidated Statement of Cash Flows  
probable that an outflow of resources will be required and when a  
reliable estimate can be made regarding the amount of the  
obligation. The amount of the liability corresponds to the best  
possible estimate.  
The Consolidated Statement of Cash Flows prepared in foreign  
currencies has been translated into euros using the exchange rate  
on the transaction date or the average exchange rate for the period.  
Currency translation differences arising from the translation of  
monetary assets and liabilities denominated in foreign currency into  
euros using the closing exchange rates are shown in the  
Consolidated Statement of Cash Flows under “Effect of exchange  
rates”. Therefore, the Consolidated Statement of Cash Flows will  
not agree with the figures derived from the Consolidated Balance  
Sheet.  
Q) Asset retirement obligations  
Asset retirement obligations, which result from a legal or  
constructive obligation, are recognized based on a reasonable  
estimate in the period in which the obligation arises.  
TOTAL / 193  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Cash and cash equivalents  
V) Alternative IFRS methods  
For measuring and recognizing assets and liabilities, the following  
choices among alternative methods allowable under IFRS have  
been made:  
Cash and cash equivalents are comprised of cash on hand and  
highly liquid short-term investments that are easily convertible into  
known amounts of cash and are subject to insignificant risks of  
changes in value.  
o property, plant and equipment, and intangible assets are  
measured using historical cost model instead of revaluation  
model;  
Investments with maturity greater than three months and less than  
twelve months are shown under “Current financial assets”.  
o actuarial gains and losses on pension and other post-  
employment benefit obligations are recognized according to the  
corridor method (see Note 1 paragraph R to the Consolidated  
Financial Statements);  
Changes in current financial assets and liabilities are included in the  
financing activities section of the Consolidated Statement of Cash  
Flows.  
o jointly-controlled entities are consolidated using the  
proportionate method, as provided for in IAS 31 “Interests in joint  
ventures”.  
Non-current financial debt  
W) New accounting principles not yet in effect  
Changes in non-current financial debt have been presented as the  
net variation to reflect significant changes mainly related to  
revolving credit agreements.  
The standards or interpretations published respectively by the  
International Accounting Standards Board (IASB) and the  
International Financial Reporting Interpretations Committee (IFRIC)  
which were not yet in effect at December 31, 2009, were as follows:  
T) Carbon dioxide emission rights  
Revised IFRS 3 “Business Combinations” and  
IAS 27 “Consolidated and Separate Financial  
Statements”  
In the absence of a current IFRS standard or interpretation on  
accounting for emission rights of carbon dioxide, the following  
principles have been applied:  
In January 2008, the IASB issued revised versions of IFRS 3  
Business Combinations” and IAS 27 “Consolidated and Separate  
o emission rights granted free of charge are accounted for at zero  
carrying amount;  
Financial Statements”. These revised standards introduce new  
provisions regarding the accounting for business combinations.  
They are effective as of the first annual period starting after  
July 1, 2009 (i.e. as of January 1, 2010 for the Group). Their  
application is prospective.  
o liabilities resulting from potential differences between available  
quotas and quotas to be delivered at the end of the compliance  
period are accounted for as liabilities and measured at fair market  
value;  
o spot market transactions are recognized in income at cost; and  
IFRS 9 “Financial Instruments”  
o forward transactions are recognized at their fair market value on  
the face of the balance sheet. Changes in the fair value of such  
forward transactions are recognized in income.  
In November 2009, the IASB issued standard IFRS 9 “Financial  
Instruments” that introduces new requirements for the classification  
and measurement of financial assets. This standard shall be  
completed in 2010 with requirements regarding classification and  
measurement of liabilities, derecognition of financial instruments,  
impairment and hedge accounting. Under standard IFRS 9, financial  
assets are measured either at fair value through profit or loss or at  
amortised cost if certain conditions are met. The standard is  
applicable for annual periods starting on or after January 1, 2013.  
The application of the standard as published in 2009 should not  
have any material effect on the Group’s consolidated balance  
sheet, statement of income and shareholder’s equity.  
U) Non-current assets held for sale and  
discontinued operations  
Pursuant to IFRS 5 “Non-current assets held for sale and  
discontinued operations”, assets and liabilities of affiliates that are  
held for sale are presented separately on the face of the balance  
sheet.  
Net income from discontinued operations is presented separately  
on the face of the statement of income. Therefore, the notes to the  
Consolidated Financial Statements related to the statement of  
income only refer to continuing operations.  
Revised IAS 24 “Related Party Disclosures”  
In November 2009, the IASB issued revised standard IAS 24  
Related Party Disclosures” that clarifies the definition of a related  
party and reduces the disclosure requirements for entities  
controlled by a government. The standard is applicable for annual  
periods starting on or after January 1, 2011. The application of this  
standard should not have any material impact on information  
presented in the notes to the Consolidated Financial Statements.  
A discontinued operation is a component of the Group for which  
cash flows are independent. It represents a major line of business  
or geographical area of operations which has been disposed of or is  
currently being held for sale.  
1
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APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
(
ii) The inventory valuation effect  
IFRIC 17 “Distributions of Non-cash Assets to  
Owners”  
The adjusted results of the Downstream and Chemicals segments  
are presented according to the replacement cost method. This  
method is used to assess the segments’ performance and facilitate  
the comparability of the segments’ performance with those of its  
competitors.  
In November 2008, the IFRIC issued interpretation IFRIC 17  
Distributions of Non-cash Assets to Owners”. The interpretation  
addresses the accounting of non-cash assets distributed among  
two entities which are not jointly-controlled. It provides that the  
dividend payable should be measured at the fair value of the net  
assets to be distributed and that any difference with the carrying  
amount of the net assets distributed should be recognised in profit  
or loss. The interpretation is effective for annual periods starting on  
or after July 1, 2009 (i.e. starting January 1, 2010 for the Group).  
The application of IFRIC 17 should not have any material effect on  
the Group’s consolidated balance sheet, statement of income and  
shareholder’s equity.  
In the replacement cost method, which approximates the LIFO  
(Last-In, First-Out) method, the variation of inventory values in the  
statement of income is determined by the average prices of the  
period rather than the historical value. The inventory valuation effect  
is the difference between the results according to the FIFO (First-In,  
First-Out) and the replacement cost.  
(iii) TOTAL’s equity share of adjustments and selected items  
related to Sanofi-Aventis  
IFRIC 19 “Extinguishing Financial Liabilities  
with Equity Instruments”  
Main indicators  
In November 2009, the IFRIC issued interpretation IFRIC 19  
Extinguishing Financial Liabilities with Equity Instruments”. The  
(
i) Operating income (measure used to evaluate operating  
performance)  
interpretation deals with accounting for debt to equity swaps. It  
clarifies that equity instruments issued are measured at fair value  
and that any difference with the carrying amount of the liability is  
recognised in profit or loss. The interpretation is effective for annual  
periods starting on or after July 1, 2010 (i.e. starting January 1,  
Revenue from sales after deducting cost of goods sold and  
inventory variations, other operating expenses, exploration  
expenses and depreciation, depletion, and amortization.  
2
011 for the Group). The application of IFRIC 19 should not have  
Operating income excludes the amortization of intangible assets  
other than mineral interests, currency translation adjustments and  
gains or losses on the disposal of assets.  
any material effect on the Group’s consolidated balance sheet,  
statement of income and shareholder’s equity.  
(ii) Net operating income (measure used to evaluate the return  
on capital employed)  
2
) Main indicators – information by  
Operating income after taking into account the amortization of  
intangible assets other than mineral interests, currency translation  
adjustments, gains or losses on the disposal of assets, as well as all  
other income and expenses related to capital employed (dividends  
from non-consolidated companies, equity in income of affiliates,  
capitalized interest expenses), and after income taxes applicable to  
the above.  
business segment  
Performance indicators excluding the adjustment items, such as  
adjusted operating income, adjusted net operating income, and  
adjusted net income are meant to facilitate the analysis of the  
financial performance and the comparison of income between  
periods.  
The only income and expense not included in net operating income  
but included in net income are interest expenses related to net  
financial debt, after applicable income taxes (net cost of net debt)  
and minority interests.  
Adjustment items  
The detail of these adjustment items is presented in Note 4 to the  
Consolidated Financial Statements.  
(iii) Adjusted income  
Adjustment items include:  
Operating income, net operating income, or net income excluding  
the effect of adjustment items described above.  
(i) Special items  
(
iv) Capital employed  
Due to their unusual nature or particular significance, certain  
transactions qualified as “special items” are excluded from the  
business segment figures. In general, special items relate to  
transactions that are significant, infrequent or unusual. However, in  
certain instances, transactions such as restructuring costs or assets  
disposals, which are not considered to be representative of the  
normal course of business, may be qualified as special items  
although they may have occurred within prior years or are likely to  
occur again within the coming years.  
Non-current assets and working capital, at replacement cost, net of  
deferred income taxes and non-current liabilities.  
(v) ROACE (Return on Average Capital Employed)  
Ratio of adjusted net operating income to average capital employed  
between the beginning and the end of the period.  
TOTAL / 195  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
(
vi) Net debt  
Goal Petroleum BV is fully consolidated in TOTAL’s Consolidated  
Financial Statements. Its contribution to the consolidated net  
income for fiscal year 2008 was not material.  
Non-current debt, including current portion, current borrowings,  
other current financial liabilities less cash and cash equivalents and  
other current financial assets.  
o Pursuant to the agreements signed between the partners in  
November 2008, the Group’s participation in the Kashagan field  
decreased from 18.52% to 16.81%.  
o During 2008, TOTAL progressively sold 1.68% of Sanofi-Aventis’  
share capital, thus reducing its interest to 11.38%. Sanofi-Aventis  
is accounted for by the equity method in TOTAL’s Consolidated  
Financial Statements.  
3
) Changes in the Group structure, main  
acquisitions and divestments  
2
007  
2
009  
o Pursuant to the agreements signed in 2007, the Group’s  
participation in Sincor project in Venezuela decreased from 47%  
to 30.323%.  
o In December 2009, TOTAL signed an agreement with  
Chesapeake Energy Corporation whereby Total acquired a 25%  
share in Chesapeake’s Barnett shale gas portfolio located in the  
United States (State of Texas). The acquisition cost of these  
assets amounted to 1,562 million and it represents the value of  
mineral interests that have been recognized as intangible assets  
on the face of the Consolidated Balance Sheet for 1,449 million  
and the value of tangible assets that have been recognized on the  
face of the Consolidated Balance Sheet for 113 million. As no  
cash payment has occurred in 2009, a corresponding debt has  
been recognized in the sections “Provisions and other  
o In December 2007, TOTAL completed the sale of its 70% interest  
in the Milford Haven Refinery in Wales (UK) to its partner Murco  
Petroleum Company. This operation will allow TOTAL to  
concentrate its UK refining operations at the wholly-owned  
Lindsey Oil Refinery.  
o During the fourth quarter 2007, TOTAL progressively sold 0.4% of  
Sanofi-Aventis’ share capital, thus reducing its interest to  
13.06%. Sanofi-Aventis is accounted for by the equity method in  
TOTAL’s Consolidated Financial Statements.  
non-current liabilities” and “Other creditors and accrued  
liabilities” for 818 million and 744 million respectively.  
o During 2009, TOTAL progressively sold 3.99% of Sanofi-Aventis’  
share capital, thus reducing its interest to 7.39%. Sanofi-Aventis  
is accounted for by the equity method in TOTAL’s Consolidated  
Financial Statements.  
4
) Business segment information  
Financial information by business segment is reported in  
accordance with the internal reporting system and shows internal  
segment information that is used to manage and measure the  
performance of TOTAL. The Group's activities are conducted  
through three business segments: Upstream, Downstream and  
Chemicals.  
2
008  
o Pursuant to the tender offer described in the prospectus on  
May 13, 2008 and renewed by the notices on June 19, July 4 and  
July 16, 2008, TOTAL acquired 100% of Synenco Energy Inc’s  
Class A ordinary shares. Synenco’s main asset is a 60% interest  
in the Northern Lights project in the Athabasca region of the  
Canadian province of Alberta.  
o the Upstream segment includes the activities of the Exploration &  
Production division and the Gas & Power division;  
o the Downstream segment includes activities of the Refining &  
The acquisition cost, net of cash acquired (161 million) for all  
shares amounted to 352 million. This cost essentially  
represented the value of the company’s mineral interests that  
have been recognized as intangible assets on the face of the  
Consolidated Balance Sheet for 221 million.  
Marketing division and the Trading & Shipping division; and  
o the Chemicals segment includes Base Chemicals and  
Specialties.  
The Corporate segment includes the operating and financial  
activities of the holding companies (including the investment in  
Sanofi-Aventis).  
Synenco Energy Inc. is fully consolidated in TOTAL’s  
Consolidated Financial Statements. Its contribution to the  
consolidated net income for fiscal year 2008 was not material.  
The operational profit and assets are broken down by business  
segment prior to the consolidation and inter-segment adjustments.  
o In August 2008, TOTAL acquired the Dutch company Goal  
Petroleum BV. The acquisition cost amounted to 349 million.  
This cost essentially represented the value of the company’s  
mineral interests that have been recognized as intangible assets  
on the face of the Consolidated Balance Sheet for 292 million.  
Sales prices between business segments approximate market  
prices.  
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APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
A) Information by business segment  
For the year ended December 31, 2009  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
16,072  
15,958  
100,518  
3,786  
(19,174)  
85,130  
14,726  
735  
11  
156  
131,327  
(19,174)  
112,153  
(20,635)  
Revenues from sales  
32,030  
15,461  
167  
(20,635)  
Operating expenses  
(14,752)  
(81,281)  
(14,293)  
(656)  
20,635  
(90,347)  
Depreciation, depletion and amortization of tangible assets and  
mineral interests  
Operating income  
(4,420)  
12,858  
(1,612)  
2,237  
(615)  
553  
(35)  
(524)  
(6,682)  
15,124  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
846  
(7,486)  
169  
(633)  
(58)  
(92)  
697  
326  
1,654  
(7,885)  
Net operating income  
6,218  
1,773  
403  
499  
8,893  
Net cost of net debt  
Minority interests  
(264)  
(182)  
Net income  
8,447  
For the year ended December 31, 2009 (adjustments (a))  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
Revenues from sales  
Operating expenses  
(17)  
1,558  
344  
1,885  
Depreciation, depletion and amortization of tangible assets and  
mineral interests  
Operating income  
(4)  
(21)  
(347)  
1,211  
(40)  
304  
(391)  
1,494  
(
b)  
Equity in income (loss) of affiliates and other items (c)  
Tax on net operating income  
(160)  
17  
22  
(413)  
(123)  
(50)  
(117)  
(3)  
(378)  
(449)  
Net operating income (b)  
(164)  
820  
131  
(120)  
667  
Net cost of net debt  
Minority interests  
(4)  
Net income  
663  
(
(
a) Adjustments include special items, inventory valuation effect and equity share of adjustments and selected items related to Sanofi-Aventis.  
b) Of which inventory valuation effect  
Upstream Downstream Chemicals Corporate  
on operating income  
1,816  
1,285  
389  
254  
on net operating income  
(
c) Of which equity share of adjustments and selected items related to  
Sanofi-Aventis  
(300)  
TOTAL / 197  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2009 (adjusted)  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
16,072  
15,958  
100,518  
3,786  
(19,174)  
14,726  
735  
11  
156  
(20,635)  
131,327  
(19,174)  
Revenues from sales  
32,030  
85,130  
15,461  
167  
(20,635)  
112,153  
(92,232)  
Operating expenses  
(14,735)  
(82,839)  
(14,637)  
(656)  
20,635  
Depreciation, depletion and amortization of tangible assets  
and mineral interests  
(4,416)  
(1,265)  
(575)  
(35)  
(6,291)  
13,630  
Adjusted operating income  
12,879  
1,026  
249  
(524)  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,006  
(7,503)  
147  
(220)  
65  
(42)  
814  
329  
2,032  
(7,436)  
Adjusted net operating income  
6,382  
953  
272  
619  
8,226  
Net cost of net debt  
Minority interests  
(264)  
(178)  
Adjusted net income  
7,784  
For the year ended December 31, 2009  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Total expenditures  
Total divestments  
Cash flow from operating activities  
9,855  
398  
10,200  
2,771  
133  
1,164  
631  
47  
1,082  
92  
2,503  
(86)  
13,349  
3,081  
12,360  
Balance sheet as of December 31, 2009  
Property, plant and equipment, intangible assets, net  
Investments in equity affiliates  
Loans to equity affiliates and other non-current assets  
Working capital  
43,997  
4,260  
3,844  
660  
(15,364)  
9,588  
2,110  
1,369  
7,624  
(2,190)  
5,248  
652  
850  
2,151  
(1,721)  
271  
4,235  
547  
58  
(1,094)  
59,104  
11,257  
6,610  
10,493  
(20,369)  
Provisions and other non-current liabilities  
Capital Employed (balance sheet)  
Less inventory valuation effect  
37,397  
18,501  
(3,202)  
15,299  
7%  
7,180  
(282)  
6,898  
4%  
4,017  
840  
67,095  
(2,644)  
64,451  
13%  
Capital Employed (Business segment information)  
ROACE as a percentage  
37,397  
18%  
4,857  
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APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2008  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
24,256  
25,132  
135,524  
5,574  
(19,645)  
20,150  
1,252  
46  
120  
179,976  
(19,645)  
(32,078)  
Revenues from sales  
49,388  
121,453  
21,402  
166  
(32,078)  
160,331  
Operating expenses  
(21,915)  
(119,425)  
(20,942)  
(685)  
32,078  
(130,889)  
Depreciation, depletion and amortization of tangible assets  
and mineral interests  
(4,005)  
(1,202)  
(518)  
(30)  
(5,755)  
23,687  
Operating income  
23,468  
826  
(58)  
(549)  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,541  
(14,563)  
(158)  
(143)  
(34)  
76  
590  
315  
1,939  
(14,315)  
Net operating income  
10,446  
525  
(16)  
356  
11,311  
Net cost of net debt  
Minority interests  
(358)  
(363)  
Net income  
10,590  
For the year ended December 31, 2008 (adjustments (a))  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
Revenues from sales  
Operating expenses  
(2,776)  
(925)  
(3,701)  
Depreciation, depletion and amortization of tangible assets  
and mineral interest  
(171)  
(6)  
(177)  
Operating income (b)  
(171)  
(2,776)  
(931)  
(3,878)  
Equity in income (loss) of affiliates and other items (c)  
Tax on net operating income  
(164)  
57  
(195)  
927  
(82)  
329  
(345)  
(2)  
(786)  
1,311  
Net operating income (b)  
(278)  
(2,044)  
(684)  
(347)  
(3,353)  
Net cost of net debt  
Minority interests  
23  
Net income  
(3,330)  
(
(
a) Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi-Aventis.  
b) Of which inventory valuation effect  
Upstream Downstream Chemicals Corporate  
on operating income  
(2,776)  
(1,971)  
(727)  
(504)  
on net operating income  
(
c) Of which equity share of adjustments related to Sanofi-Aventis  
(393)  
TOTAL / 199  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2008 (adjusted)  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
24,256  
25,132  
135,524  
5,574  
(19,645)  
20,150  
1,252  
46  
120  
(32,078)  
179,976  
(19,645)  
Revenues from sales  
49,388  
121,453  
21,402  
166  
(32,078)  
160,331  
Operating expenses  
(21,915)  
(116,649)  
(20,017)  
(685)  
32,078  
(127,188)  
Depreciation, depletion and amortization of tangible assets  
and mineral interests  
(3,834)  
(1,202)  
(512)  
(30)  
(5,578)  
27,565  
Adjusted operating income  
23,639  
3,602  
873  
(549)  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,705  
(14,620)  
37  
(1,070)  
48  
(253)  
935  
317  
2,725  
(15,626)  
Adjusted net operating income  
10,724  
2,569  
668  
703  
14,664  
Net cost of net debt  
Minority interests  
(358)  
(386)  
Adjusted net income  
13,920  
For the year ended December 31, 2008  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Total expenditures  
Total divestments  
Cash flow from operating activities  
10,017  
1,130  
13,765  
2,418  
216  
3,111  
1,074  
53  
920  
131  
1,186  
873  
13,640  
2,585  
18,669  
Balance sheet as of December 31, 2008  
Property, plant and equipment, intangible assets, net  
Investments in equity affiliates  
Loans to equity affiliates and other non-current assets  
Working capital  
37,090  
3,892  
3,739  
570  
(12,610)  
8,823  
1,958  
1,170  
5,317  
(2,191)  
5,323  
677  
762  
2,348  
(1,903)  
247  
6,134  
545  
(132)  
(1,138)  
51,483  
12,661  
6,216  
8,103  
(17,842)  
Provisions and other non-current liabilities  
Capital Employed (balance sheet)  
Less inventory valuation effect  
32,681  
15,077  
(1,454)  
13,623  
20%  
7,207  
(46)  
5,656  
387  
60,621  
(1,113)  
59,508  
26%  
Capital Employed (Business segment information)  
ROACE as a percentage  
32,681  
36%  
7,161  
9%  
6,043  
2
00 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2007  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
19,706  
21,173  
119,212  
5,125  
(21,928)  
19,805  
1,190  
29  
181  
(27,669)  
158,752  
(21,928)  
Revenues from sales  
40,879  
102,409  
20,995  
210  
(27,669)  
136,824  
Operating expenses  
(17,697)  
(96,367)  
(19,076)  
(627)  
27,669  
(106,098)  
Depreciation, depletion and amortization of tangible assets  
and mineral interests  
(3,679)  
(1,218)  
(495)  
(33)  
(5,425)  
25,301  
Operating income  
19,503  
4,824  
1,424  
(450)  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,330  
(11,996)  
284  
(1,482)  
(11)  
(426)  
745  
128  
2,348  
(13,776)  
Net operating income  
8,837  
3,626  
987  
423  
13,873  
Net cost of net debt  
Minority interests  
(338)  
(354)  
Net income  
13,181  
For the year ended December 31, 2007 (adjustments (a))  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
Revenues from sales  
Operating expenses  
(11)  
1,580  
273  
1,842  
Depreciation, depletion and amortization of tangible assets  
and mineral interests  
(43)  
(4)  
(47)  
Operating income (b)  
(11)  
1,537  
269  
1,795  
Equity in income (loss) of affiliates and other items (c)  
Tax on net operating income  
(4)  
3
24  
(470)  
(54)  
(75)  
(225)  
(2)  
(259)  
(544)  
Net operating income (b)  
(12)  
1,091  
140  
(227)  
992  
Net cost of net debt  
Minority interests  
(14)  
Net income  
978  
(
(
a) Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi-Aventis.  
b) Of which inventory valuation effect  
Upstream Downstream Chemicals Corporate  
on operating income  
1,529  
1,098  
301  
201  
on net operating income  
(
c) Of which equity share of adjustments related to Sanofi-Aventis  
(318)  
TOTAL / 201  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2007 (adjusted)  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
19,706  
21,173  
119,212  
5,125  
(21,928)  
19,805  
1,190  
29  
181  
(27,669)  
158,752  
(21,928)  
Revenues from sales  
40,879  
102,409  
20,995  
210  
(27,669)  
136,824  
Operating expenses  
(17,686)  
(97,947)  
(19,349)  
(627)  
27,669  
(107,940)  
Depreciation, depletion and amortization of tangible  
assets and mineral interests  
(3,679)  
(1,175)  
(491)  
(33)  
(5,378)  
23,506  
Adjusted operating income  
19,514  
3,287  
1,155  
(450)  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,334  
(11,999)  
260  
(1,012)  
43  
(351)  
970  
130  
2,607  
(13,232)  
Adjusted net operating income  
8,849  
2,535  
847  
650  
12,881  
Net cost of net debt  
Minority interests  
(338)  
(340)  
Adjusted net income  
12,203  
For the year ended December 31, 2007  
(
M)  
Upstream Downstream Chemicals Corporate Intercompany  
Total  
Total expenditures  
Total divestments  
8,882  
751  
1,875  
394  
911  
83  
54  
328  
11,722  
1,556  
Cash flow from operating activities  
12,692  
4,148  
1,096  
(250)  
17,686  
Balance sheet as of December 31, 2007  
Property, plant and equipment, intangible assets, net  
Investments in equity affiliates  
Loans to equity affiliates and other non-current assets  
Working capital  
32,535  
3,021  
3,748  
(94)  
(12,147)  
8,308  
2,105  
1,183  
6,811  
(2,018)  
5,061  
728  
456  
2,774  
(1,697)  
213  
6,851  
634  
506  
(1,441)  
46,117  
12,705  
6,021  
9,997  
(17,303)  
Provisions and other non-current liabilities  
Capital Employed (balance sheet)  
Less inventory valuation effect  
27,063  
16,389  
(4,198)  
12,191  
21%  
7,322  
(424)  
6,898  
12%  
6,763  
1,112  
7,875  
57,537  
(3,510)  
54,027  
24%  
Capital Employed (Business segment information)  
ROACE as a percentage  
27,063  
34%  
2
02 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
B) Reconciliation between business segment information and the Consolidated Statement of Income  
The table below presents the impact of adjustment items on the Consolidated Statement of Income:  
Consolidated  
statement of  
income  
For the year ended December 31, 2009  
(
M)  
Adjusted Adjustments (a)  
Sales  
131,327  
(19,174)  
112,153  
131,327  
(19,174)  
112,153  
Excise taxes  
Revenues from sales  
Purchases, net of inventory variation  
Other operating expenses  
Exploration costs  
(73,263)  
(18,271)  
(698)  
2,205  
(320)  
(71,058)  
(18,591)  
(698)  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(6,291)  
131  
(315)  
(391)  
183  
(285)  
(6,682)  
314  
(600)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(530)  
132  
(398)  
(530)  
132  
(398)  
Other financial income  
Other financial expense  
643  
(345)  
643  
(345)  
Equity in income (loss) of affiliates  
1,918  
(276)  
1,642  
Income taxes  
(7,302)  
(449)  
(7,751)  
8,629  
Consolidated net income  
7,962  
667  
Group share  
Minority interests  
7,784  
178  
663  
4
8,447  
182  
(
a) Adjustments include special items, inventory valuation effect and equity share of adjustments and selected items related to Sanofi-Aventis.  
Consolidated  
statement of  
income  
For the year ended December 31, 2008  
(
M)  
Adjusted Adjustments (a)  
Sales  
179,976  
(19,645)  
160,331  
179,976  
(19,645)  
160,331  
Excise taxes  
Revenues from sales  
Purchases, net of inventory variation  
Other operating expenses  
Exploration costs  
(107,521)  
(18,903)  
(764)  
(3,503)  
(198)  
(111,024)  
(19,101)  
(764)  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(5,578)  
153  
(147)  
(177)  
216  
(407)  
(5,755)  
369  
(554)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(1,000)  
473  
(527)  
(1,000)  
473  
(527)  
Other financial income  
Other financial expense  
728  
(325)  
728  
(325)  
Equity in income (loss) of affiliates  
2,316  
(595)  
1,721  
Income taxes  
(15,457)  
1,311  
(14,146)  
10,953  
Consolidated net income  
14,306  
(3,353)  
Group share  
Minority interests  
13,920  
386  
(3,330)  
(23)  
10,590  
363  
(
a) Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi-Aventis.  
TOTAL / 203  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Consolidated  
statement of  
income  
For the year ended December 31, 2007  
(
M)  
Adjusted Adjustments (a)  
Sales  
158,752  
(21,928)  
136,824  
158,752  
(21,928)  
136,824  
Excise taxes  
Revenues from sales  
Purchases, net of inventory variation  
Other operating expenses  
Exploration costs  
(89,688)  
(17,375)  
(877)  
1,881  
(39)  
(87,807)  
(17,414)  
(877)  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(5,378)  
384  
(225)  
(47)  
290  
(245)  
(5,425)  
674  
(470)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(1,783)  
1,244  
(539)  
(1,783)  
1,244  
(539)  
Other financial income  
Other financial expense  
643  
(274)  
643  
(274)  
Equity in income (loss) of affiliates  
2,079  
(304)  
1,775  
Income taxes  
(13,031)  
(544)  
(13,575)  
13,535  
Consolidated net income  
12,543  
992  
Group share  
Minority interests  
12,203  
340  
978  
14  
13,181  
354  
(
a) Adjustments include special items, inventory valuation effect and equity share of adjustments related to Sanofi-Aventis.  
C) Adjustment items by business segment  
The adjustment items for income as per Note 2 to the Consolidated Financial Statements are detailed as follows:  
Adjustments to operating income  
For the year ended December 31, 2009  
(
M)  
Upstream Downstream Chemicals Corporate  
Total  
Inventory valuation effect  
Restructuring charges  
Asset impairment charges  
Other items  
(4)  
1,816  
(347)  
(258)  
389  
(40)  
(45)  
2,205  
(391)  
(320)  
(17)  
Total  
(21)  
1,211  
304  
1,494  
Adjustments to net income, Group share  
For the year ended December 31, 2009  
(
M)  
Upstream Downstream Chemicals Corporate  
Total  
1,533  
Inventory valuation effect  
1,279  
254  
TOTAL’s equity share of adjustments and selected items related to Sanofi-  
Aventis  
(52)  
(27)  
(253)  
(102)  
(28)  
(300)  
(300)  
(129)  
(333)  
179  
Restructuring charges  
Asset impairment charges  
Gains (losses) on disposals of assets  
Other items  
179  
(112)  
(182)  
7
(287)  
Total  
(164)  
817  
131  
(121)  
663  
Adjustments to operating income  
For the year ended December 31, 2008  
(
M)  
Upstream Downstream Chemicals Corporate  
Total  
Inventory valuation effect  
Restructuring charges  
Asset impairment charges  
Other items  
(2,776)  
(727)  
(6)  
(3,503)  
(177)  
(198)  
(171)  
(198)  
Total  
(171)  
(2,776)  
(931)  
(3,878)  
2
04 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
Adjustments to net income, Group share  
For the year ended December 31, 2008  
(
M)  
Upstream Downstream Chemicals Corporate  
Total  
Inventory valuation effect  
TOTAL's equity share of adjustments related to Sanofi-Aventis  
Restructuring charges  
Asset impairment charges  
Gains (losses) on disposals of assets  
Other items  
(1,949)  
(503)  
(22)  
(7)  
(393)  
84  
(2,452)  
(393)  
(69)  
(205)  
214  
(47)  
(26)  
(172)  
130  
(236)  
(151)  
(38)  
(425)  
Total  
(278)  
(2,022)  
(683)  
(347)  
(3,330)  
Adjustments to operating income  
For the year ended December 31, 2007  
(
M)  
Upstream Downstream Chemicals Corporate  
Total  
Inventory valuation effect  
Restructuring charges  
Asset impairment charges  
Other items  
1,529  
(43)  
51  
301  
(4)  
1,830  
(47)  
12  
(11)  
(28)  
Total  
(11)  
1,537  
269  
1,795  
Adjustments to net income, Group share  
For the year ended December 31, 2007  
(
M)  
Upstream Downstream Chemicals Corporate  
Total  
Inventory valuation effect  
1,084  
201  
(15)  
(8)  
75  
(318)  
1,285  
75  
(318)  
(35)  
(162)  
306  
(173)  
TOTAL's equity share of special items recorded by Sanofi-Aventis  
TOTAL's equity share of adjustments related to Sanofi-Aventis  
Restructuring charges  
Asset impairment charges  
Gains (losses) on disposals of assets  
Other items  
(20)  
(61)  
101  
(27)  
(93)  
89  
(8)  
116  
(100)  
(38)  
Total  
(12)  
1,077  
140  
(227)  
978  
o future cash flows have been determined with the assumptions in  
the long-term plan of the Group. These assumptions (including  
future prices of products, supply and demand for products, future  
production volumes) represent the best estimate by management  
of the Group of all economic conditions during the remaining life  
of assets;  
D) Additional information on impairments  
In the Upstream, Downstream and Chemicals segments,  
impairments of assets have been recognized for the year ended  
December 31, 2009, with an impact of 413 million in operating  
income and 382 million in net income, Group share. These  
impairments have been disclosed as adjustments to operating  
income for 391 million and as adjustments to net income, Group  
share for 333 million. These items are identified in paragraph 4C  
above as adjustment items with the heading “Asset impairment  
charges”.  
o future cash flows are based on the long-term plan and are  
prepared over a period consistent with the life of the assets within  
the CGU. They include specific risks attached to CGU assets and  
are discounted using a 8% after tax discount rate. This rate is a  
weighted-average capital cost estimated from historical market  
data.  
The impairment losses impact certain Cash Generating Units (CGU)  
for which there were indications of impairment, due mainly to  
changes in the operating conditions or the economic environment  
of their specific businesses.  
These assumptions have been applied consistently for the years  
ending in 2007, 2008 and 2009.  
The CGUs of the Upstream segment affected by these impairments  
are oil fields and associates accounted for by the equity method.  
The principles applied are the following:  
The CGUs of the Dowstream segment are affiliates or groups of  
affiliates (or industrial assets) organized mostly by country for the  
refining activities and by relevant geographical area for the  
marketing activities. The year 2009 was marked by the deterioration  
o the recoverable amount of CGUs has been based on their value  
in use, as defined in Note 1 paragraph L to the Consolidated  
Financial Statements “Impairment of long-lived assets”;  
TOTAL / 205  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
of the economic environment, and especially by the decline in  
refining margins that have resulted in changes in the operating  
conditions of assets in some business units of the Downstream  
segment. These factors have triggered the recognition of  
impairments of assets impacting the operating income for  
segments with an impact of 216 million in operating income and  
244 million in net income, Group share. These impairments have  
been disclosed as adjustments to operating income for 177 million  
and adjustments to net income, Group share for 205 million.  
347 millions and the net income for 253 million. Given the  
For the year ended December 31, 2007, impairments of assets have  
been recognized in the Upstream, Downstream and Chemicals  
segments with an impact of 47 million in operating income and  
deteriorated economic environment, sensitivity analysis using a  
lower refining margin have been performed by the Group and have  
not led to additional impairment.  
162 million in net income, Group share.  
The CGUs of the Chemicals segment are worldwide business units,  
including activities or products with common strategic, commercial  
and industrial characteristics.  
For the year ended December 31, 2009, no reversal of impairment  
has been recognized. For the year ended December 31, 2008,  
reversals of impairment losses have been recognized in the  
Upstream segment with an impact of 41 million in operating  
income and 29 million in net income, Group share. No reversal of  
impairment losses has been recognized in 2007.  
For the year ended December 31, 2008, impairments of assets have  
been recognized in the Upstream, Downstream and Chemicals  
5
) Information by geographical area  
Rest of  
North  
Rest of  
World  
(
M)  
France Europe America  
Africa  
9,808  
Total  
For the year ended December 31, 2009  
Non-Group sales  
Property, plant and equipment, intangible assets, net  
Capital expenditures  
32,437  
6,973  
1,189  
60,140  
15,218  
2,502  
9,515  
8,112 17,312  
1,739 4,651  
19,427  
11,489  
3,268  
131,327  
59,104  
13,349  
For the year ended December 31, 2008  
Non-Group sales  
Property, plant and equipment, intangible assets, net  
Capital expenditures  
43,616  
7,260  
1,997  
82,761  
13,485  
2,962  
14,002 12,482  
5,182 15,460  
27,115  
10,096  
2,926  
179,976  
51,483  
13,640  
1,255  
4,500  
For the year ended December 31, 2007  
Non-Group sales  
Property, plant and equipment, intangible assets, net  
Capital expenditures  
37,949  
6,437  
1,627  
73,757  
14,554  
2,538  
12,404 10,401  
4,444 11,872  
24,241  
8,810  
3,072  
158,752  
46,117  
11,722  
740  
3,745  
6
) Operating expenses  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Purchases, net of inventory variation (a)  
Exploration costs  
(71,058)  
(698)  
(18,591)  
515  
(111,024)  
(764)  
(19,101)  
459  
(87,807)  
(877)  
(17,414)  
781  
Other operating expenses (  
b)  
of which non-current operating liabilities (allowances) reversals  
of which current operating liabilities (allowances) reversals  
(43)  
(29)  
(42)  
Operating expenses  
(90,347)  
(130,889)  
(106,098)  
(
a) Includes royalties paid on oil and gas production in the Upstream segment (see in particular the taxes paid to Middle East oil producing countries for the Group’s  
concessions as detailed in Note 33 to the Consolidated Financial Statements “Other information”).  
(
b) Principally composed of production and administrative costs (see in particular the payroll costs as detailed in Note 26 to the Consolidated Financial Statements “Payroll and  
staff”).  
2
06 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
7
) Other income and other expense  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Gains (losses) on disposal of assets  
Foreign exchange gains  
Other  
200  
114  
257  
112  
639  
35  
Other income  
314  
369  
674  
Foreign exchange losses  
Amortization of other intangible assets (excl. mineral interests)  
Other  
(32)  
(142)  
(426)  
(162)  
(392)  
(178)  
(292)  
Other expense  
(600)  
(554)  
(470)  
In 2008, the heading “Other” was mainly comprised of:  
Other income  
In 2009, gains and losses on disposal of assets are mainly related  
to the disposal of shares of Sanofi-Aventis.  
o 107 million of restructuring charges in the Upstream,  
Downstream and Chemicals segments; and  
o 48 million of changes in provisions related to various antitrust  
investigations as described in Note 32 to the Consolidated  
Financial Statements “Other risks and contingent liabilities”.  
In 2008, gains and losses on disposal of assets were mainly related  
to sales of non-current assets in the Upstream segment, as well as  
the disposal of shares of Sanofi-Aventis.  
In 2007, gains and losses on disposal of assets were mainly related  
to sales of non-current assets in the Upstream and Downstream  
segments, as well as the disposal of shares of Sanofi-Aventis.  
In 2007, the heading “Other” was mainly comprised of:  
o 51 million of restructuring charges in the Downstream and  
Chemicals segments; and  
Other expense  
o 100 million of changes in provisions related to various antitrust  
investigations as described in Note 32 to the Consolidated  
Financial Statements “Other risks and contingent liabilities”.  
In 2009, the heading “Other” is mainly comprised of 190 million of  
restructuring charges in the Downstream and Chemicals segments.  
8
) Other financial income and expense  
As of December 31,  
(
M)  
2009  
2008  
2007  
Dividend income on non-consolidated subsidiaries  
Capitalized financial expenses  
Other  
210  
117  
316  
238  
271  
219  
218  
322  
103  
Other financial income  
643  
728  
643  
Accretion of asset retirement obligations  
Other  
(283)  
(62)  
(229)  
(96)  
(189)  
(85)  
Other financial expense  
(345)  
(325)  
(274)  
Undistributed earnings from foreign subsidiaries considered to be  
reinvested indefinitely amounted to 22,292 million as of  
December 31, 2009. The determination of the tax effect relating to  
such reinvested income is not practicable.  
9
) Income taxes  
Since 1966, the Group has been taxed in accordance with the  
consolidated income tax treatment approved on a renewable basis  
by the French Ministry of Economy, Industry and Employment. The  
approval for the consolidated income tax treatment covers the  
period 2008-2010.  
In addition, no deferred tax is recognized on unremitted earnings  
(approximately 17,968 million) of the Group's French subsidiaries  
since the remittance of such earnings would be tax exempt for the  
subsidiaries in which the Company owns 95% or more of the  
outstanding shares.  
No deferred tax is recognized for the temporary differences  
between the carrying amounts and tax bases of investments in  
foreign subsidiaries which are considered to be permanent  
investments.  
TOTAL / 207  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Income taxes are detailed as follows:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Current income taxes  
Deferred income taxes  
(7,213)  
(538)  
(14,117)  
(29)  
(12,141)  
(1,434)  
Total income taxes  
(7,751)  
(14,146)  
(13,575)  
Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances as of December 31, 2009, 2008 and  
2
007 are as follows:  
As of December 31,  
(
M)  
2009  
2008  
2007  
Net operating losses and tax carry forwards  
Employee benefits  
1,114  
517  
1,031  
519  
560  
760  
Other temporary non-deductible provisions  
Gross deferred tax assets  
Valuation allowance  
2,184  
3,815  
(484)  
2,075  
3,625  
(475)  
2,341  
3,661  
(449)  
Net deferred tax assets  
3,331  
3,150  
3,212  
Excess tax over book depreciation  
Other temporary tax deductions  
(9,791)  
(1,179)  
(8,836)  
(1,171)  
(9,254)  
(1,209)  
Gross deferred tax liability  
Net deferred tax liability  
(10,970)  
(7,639)  
(10,007)  
(6,857)  
(10,463)  
(7,251)  
After netting deferred tax assets and liabilities by fiscal entity, deferred taxes are presented on the balance sheet as follows:  
As of December 31,  
(
M)  
2009  
2008  
2007  
Deferred tax assets, non-current (note 14)  
Deferred tax assets, current (note 16)  
Deferred tax liabilities, non-current  
Deferred tax liabilities, current  
1,164  
214  
(8,948)  
(69)  
1,010  
206  
(7,973)  
(100)  
797  
112  
(7,933)  
(227)  
Net amount  
(7,639)  
(6,857)  
(7,251)  
The net deferred tax variation in the balance sheet is analyzed as follows:  
As of December 31,  
(
M)  
2009  
2008  
2007  
Opening balance  
(6,857)  
(7,251)  
(6,369)  
Deferred tax on income  
(538)  
(38)  
(1)  
(29)  
30  
(1)  
(1,434)  
(6)  
Deferred tax on shareholders’ equity (  
Changes in scope of consolidation  
Currency translation adjustment  
a)  
158  
400  
(205)  
394  
Closing balance  
(7,639)  
(6,857)  
(7,251)  
(
a) This amount includes mainly current income taxes and deferred taxes for changes in fair value of listed securities classified as financial assets available for sale as well as  
deferred taxes related to the cash flow hedge (see Note 17 to the Consolidated Financial Statements).  
2
08 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
Reconciliation between provision for income taxes and pre-tax income:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Consolidated net income  
Provision for income taxes  
8,629  
7,751  
10,953  
14,146  
13,535  
13,575  
Pre-tax income  
16,380  
34.43%  
(5,640)  
25,099  
34.43%  
(8,642)  
27,110  
34.43%  
(9,334)  
French statutory tax rate  
Theoretical tax charge  
Difference between French and foreign income tax rates  
Tax effect of equity in income (loss) of affiliates  
Permanent differences  
Adjustments on prior years income taxes  
Adjustments on deferred tax related to changes in tax rates  
Changes in valuation allowance of deferred tax assets  
Other  
(3,214)  
565  
597  
(47)  
(1)  
(6,326)  
593  
315  
12  
(5,118)  
611  
122  
75  
(31)  
(63)  
(4)  
(16)  
80  
5
(6)  
(5)  
Net provision for income taxes  
(7,751)  
(14,146)  
(13,575)  
The French statutory tax rate includes the standard corporate tax  
rate (33.33%) and additional applicable taxes that bring the overall  
tax rate to 34.43% in 2009 (identical to 2008 and 2007).  
Permanent differences are mainly due to impairment of goodwill and  
to dividends from non-consolidated companies as well as the  
specific taxation rules applicable to certain activities and within the  
consolidated income tax treatment.  
Net operating losses and tax credit carryforwards  
Deferred tax assets related to net operating losses and tax carryforwards were available in various tax jurisdictions, expiring in the following  
years:  
2
009  
2008  
2007  
Basis  
As of December 31,  
(
M)  
Basis  
Tax  
Basis  
Tax  
Tax  
2
2
2
2
2
2
2
008  
009  
010  
011  
012  
013  
126  
83  
52  
43  
115  
79  
42  
19  
587  
189  
290  
222  
129  
33  
141  
109  
59  
13  
22  
233  
167  
93  
61  
1,765  
258  
170  
121  
133  
1,804  
661  
(
(
a)  
b)  
68  
014 and after  
599  
211  
641  
216  
Unlimited  
560  
Total  
3,147  
1,114  
2,879  
1,031  
1,383  
560  
(
(
a) Net operating losses and tax credit carryforwards in 2012 and after for 2007  
b) Net operating losses and tax credit carryforwards in 2013 and after for 2008  
TOTAL / 209  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
1
0) Intangible assets  
As of December 31, 2009  
Amortization and  
(
M)  
Cost  
impairment  
Net  
Goodwill  
1,776  
8,204  
2,712  
(614)  
(2,421)  
(2,143)  
1,162  
5,783  
569  
Proved and unproved mineral interests  
Other intangible assets  
Total intangible assets  
12,692  
(5,178)  
7,514  
As of December 31, 2008  
Amortization and  
impairment  
(
M)  
Cost  
Net  
Goodwill  
1,690  
6,010  
2,519  
(616)  
(2,268)  
(1,994)  
1,074  
3,742  
525  
Proved and unproved mineral interests  
Other intangible assets  
Total intangible assets  
10,219  
(4,878)  
5,341  
As of December 31, 2007  
Amortization and  
impairment  
(
M)  
Cost  
Net  
Goodwill  
1,684  
5,327  
2,452  
(617)  
(2,310)  
(1,886)  
1,067  
3,017  
566  
Proved and unproved mineral interests  
Other intangible assets  
Total intangible assets  
9,463  
(4,813)  
4,650  
Changes in net intangible assets are analyzed in the following table:  
Currency  
Net amount as  
of January 1, Acquisitions Disposals  
Amortization and translation Net amount as  
impairment adjustment Other of December 31,  
(
M)  
2
009  
5,341  
629  
(64)  
(345)  
2
1,951  
7,514  
2
2
008  
007  
4,650  
4,705  
404  
472  
(3)  
(160)  
(259)  
(274)  
(93)  
(208)  
642  
115  
5,341  
4,650  
In 2009, the heading “Other” mainly includes Chesapeake’s Barnett shale mineral interests for 1,449 million (see Note 3 to the Consolidated  
Financial Statements).  
In 2008, the heading “Other” mainly included the impact of “proved and unproved mineral interests” from Synenco Energy Inc. for 221 million  
and from Goal Petroleum B.V. for 292 million.  
A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 2009 is as follows:  
Net goodwill as of  
Net goodwill as of  
(
M)  
January 1, 2009 Increases Impairments Other December 31, 2009  
Upstream  
78  
130  
841  
25  
70  
11  
2
5
78  
202  
857  
25  
Downstream  
Chemicals  
Corporate  
Total  
1,074  
81  
7
1,162  
2
10 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
1
1) Property, plant and equipment  
As of December 31, 2009  
Depreciation and  
(
M)  
Cost  
impairment  
Net  
Upstream properties  
Proved properties  
Unproved properties  
Work in progress  
71,082  
182  
10,351  
(44,718)  
(1)  
26,364  
181  
10,300  
(51)  
Subtotal  
81,615  
(44,770)  
36,845  
Other property, plant and equipment  
Land  
1,458  
22,927  
6,142  
2,774  
6,506  
(435)  
(15,900)  
(3,707)  
(155)  
1,023  
7,027  
2,435  
2,619  
1,641  
Machinery, plant and equipment (including transportation equipment)  
Buildings  
Work in progress  
Other  
(4,865)  
Subtotal  
39,807  
(25,062)  
(69,832)  
14,745  
51,590  
Total property, plant and equipment  
121,422  
As of December 31, 2008  
Depreciation and  
impairment  
(
M)  
Cost  
Net  
Upstream properties  
Proved properties  
Unproved properties  
Work in progress  
61,727  
106  
9,586  
(39,315)  
22,412  
105  
9,586  
(1)  
Subtotal  
71,419  
(39,316)  
32,103  
Other property, plant and equipment  
Land  
1,446  
21,734  
5,739  
2,226  
6,258  
(429)  
(14,857)  
(3,441)  
(10)  
1,017  
6,877  
2,298  
2,216  
1,631  
Machinery, plant and equipment (including transportation equipment)  
Buildings  
Work in progress  
Other  
(4,627)  
Subtotal  
37,403  
(23,364)  
(62,680)  
14,039  
46,142  
Total property, plant and equipment  
108,822  
As of December 31, 2007  
Depreciation and  
impairment  
(
M)  
Cost  
Net  
Upstream properties  
Proved properties  
Unproved properties  
Work in progress  
60,124  
48  
7,010  
(38,735)  
21,389  
47  
7,010  
(1)  
Subtotal  
67,182  
(38,736)  
28,446  
Other property, plant and equipment  
Land  
1,460  
20,575  
5,505  
1,832  
6,291  
(417)  
(14,117)  
(3,430)  
(4)  
1,043  
6,458  
2,075  
1,828  
1,617  
Machinery, plant and equipment (including transportation equipment)  
Buildings  
Work in progress  
Other  
(4,674)  
Subtotal  
35,663  
(22,642)  
(61,378)  
13,021  
41,467  
Total property, plant and equipment  
102,845  
Changes in net property, plant and equipment are analyzed in the following table:  
Currency  
Net amount as  
of January 1, Acquisitions Disposals  
Depreciation and translation Net amount as of  
impairment adjustment Other December 31,  
(
M)  
2
009  
46,142  
11,212  
(65)  
(6,765)  
397  
669  
51,590  
2
2
008  
007  
41,467  
40,576  
11,442  
10,241  
(102)  
(729)  
(5,941)  
(5,674)  
(1,151)  
(2,347)  
427  
(600)  
46,142  
41,467  
TOTAL / 211  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
In 2009, the heading “Other” mainly includes changes in net property, plant and equipment related to asset retirement obligations and  
Chesapeake’s Barnett shale tangible assets for 113 million (see Note 3 to the Consolidated Financial Statements).  
In 2008, the heading “Other” mainly included changes in net property, plant and equipment related to asset retirement obligations.  
In 2007, the heading “Disposals” mainly included the impact of conversion of the Sincor project and the disposal of the Group’s interest in the  
Milford Haven refinery. The heading “Other” mainly included the impact of conversion of the Sincor project and changes in net property, plant  
and equipment related to asset retirement obligations.  
Property, plant and equipment presented above include the following amounts for facilities and equipment under finance leases that have  
been capitalized:  
As of December 31, 2009  
Depreciation  
Cost and impairment  
(
M)  
Net  
Machinery, plant and equipment  
Buildings  
Other  
548  
60  
(343)  
(30)  
205  
30  
Total  
608  
(373)  
235  
As of December 31, 2008  
Depreciation  
Cost and impairment  
(
M)  
Net  
Machinery, plant and equipment  
Buildings  
Other  
558  
35  
(316)  
(28)  
242  
7
Total  
593  
(344)  
249  
As of December 31, 2007  
Depreciation  
Cost and impairment  
(
M)  
Net  
Machinery, plant and equipment  
Buildings  
Other  
503  
35  
(265)  
(29)  
238  
6
Total  
538  
(294)  
244  
2
12 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
1
2) Equity affiliates: investments and loans  
As of December 31,  
2
009  
2008  
2007  
2009  
2008  
2007  
Equity value  
(
M)  
% owned  
equity value  
NLNG  
PetroCedeño – EM  
CEPSA (Upstream share)  
Angola LNG Ltd.  
Qatargas  
Société du Terminal Méthanier de Fos Cavaou  
SCP Limited  
Dolphin Energy Ltd (Del) Abu Dhabi  
Qatar Liquefied Gas Company Limited II (Train B)  
Moattama Gas Transportation Cy  
Ocensa  
Gasoducto Gasandes Argentina  
Gaz transport & Technigaz (  
Laffan Refinery  
Shtokman Development AG (  
Other  
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
28.79%  
10.00%  
24.50%  
16.70%  
31.24%  
15.20%  
56.50%  
30.00%  
10.00%  
25.00%  
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
30.30%  
10.00%  
24.50%  
16.70%  
31.24%  
15.20%  
56.50%  
30.00%  
10.00%  
25.00%  
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
30.30%  
10.00%  
24.50%  
16.70%  
31.24%  
15.20%  
56.50%  
30.00%  
10.00%  
1,136  
874  
385  
490  
83  
124  
89  
118  
143  
51  
85  
46  
26  
60  
162  
388  
1,135  
760  
403  
326  
251  
114  
96  
1,062  
534  
246  
155  
172  
92  
(
a)  
(
a)  
91  
37  
86  
53  
57  
74  
46  
39  
85  
82  
65  
60  
58  
53  
53  
35  
a)  
b)  
277  
315  
Total Upstream  
4,260  
3,891  
3,021  
CEPSA (Downstream share)  
48.83%  
37.50%  
22.41%  
48.83%  
37.50%  
22.41%  
48.83%  
1,927  
60  
123  
1,810  
75  
1,932  
70  
103  
Saudi Aramco Total Refining & Petrochemicals (  
b)  
22.41%  
Wepec  
Other  
73  
Total Downstream  
2,110  
1,958  
2,105  
CEPSA (Chemicals share)  
Qatar Petrochemical Company Ltd  
Other  
48.83%  
20.00%  
48.83%  
20.00%  
48.83%  
20.00%  
396  
205  
51  
424  
192  
61  
524  
150  
54  
Total Chemicals  
652  
677  
728  
Sanofi-Aventis  
Other  
7.39%  
11.38%  
13.06%  
4,235  
6,137  
6,851  
Total Corporate  
Total investments  
Loans  
4,235  
11,257  
2,367  
6,137  
12,663  
2,005  
6,851  
12,705  
2,575  
Total investments and loans  
13,624  
14,668  
15,280  
(
(
a) Investment accounted for by the equity method as from 2007.  
b) Investment accounted for by the equity method as from 2008.  
TOTAL / 213  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
As of December 31,  
2
009  
2008  
2007  
2009  
2008  
2007  
Equity in income (loss)  
(
M)  
% owned  
Equity in income (loss)  
NLNG  
PetroCedeño – EM  
CEPSA (Upstream share)  
Angola LNG Ltd.  
Qatargas  
Société du Terminal Méthanier de Fos Cavaou  
SCP Limited  
Dolphin Energy Ltd (Del) Abu Dhabi  
Qatar Liquefied Gas Company Limited II (Train B)  
Moattama Gas Transportation Cy  
Ocensa  
Gasoducto Gasandes Argentina  
Gaz transport & Technigaz (  
Laffan Refinery  
Shtokman Development AG (  
Other  
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
28.79%  
10.00%  
24.50%  
16.70%  
31.24%  
15.20%  
56.50%  
30.00%  
10.00%  
25.00%  
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
30.30%  
10.00%  
24.50%  
16.70%  
31.24%  
15.20%  
56.50%  
30.00%  
10.00%  
25.00%  
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
30.30%  
10.00%  
24.50%  
16.70%  
31.24%  
15.20%  
56.50%  
30.00%  
10.00%  
227  
166  
23  
9
114  
6
94  
8
75  
36  
(6)  
20  
(4)  
4
554  
193  
50  
10  
126  
(5)  
4
83  
(11)  
81  
(10)  
51  
2
50  
477  
88  
7
74  
(2)  
1
(
a)  
(
a)  
5
(5)  
67  
(22)  
45  
a)  
b)  
6
87  
Total Upstream  
859  
1,178  
741  
CEPSA (Downstream share)  
48.83%  
37.50%  
22.41%  
48.83%  
37.50%  
22.41%  
48.83%  
149  
(12)  
76  
(110)  
(13)  
253  
14  
(1)  
Saudi Aramco Total Refining & Petrochemicals (  
b)  
22.41%  
Wepec  
Other  
81  
Total Downstream  
218  
(47)  
266  
CEPSA (Chemicals share)  
Qatar Petrochemical Company Ltd  
Other  
48.83%  
20.00%  
48.83%  
20.00%  
48.83%  
20.00%  
10  
74  
(5)  
10  
66  
(1)  
24  
55  
1
Total Chemicals  
79  
75  
80  
Sanofi-Aventis  
Other  
7.39%  
11.38%  
13.06%  
486  
515  
688  
Total Corporate  
486  
515  
688  
Total investments  
1,642  
1,721  
1,775  
(
(
a) Investment accounted for by the equity method as from 2007.  
b) Investment accounted for by the equity method as from 2008.  
The market value of the Group's share in CEPSA amounted to 2,845 million as of December 31, 2009 for an equity value of 2,708 million.  
The market value of the Group’s share in Sanofi-Aventis amounted to 5,324 million as of December 31, 2009.  
In Group share, the main financial items of the equity affiliates are as follows :  
As of December 31,  
(
M)  
2009  
2008  
Assets  
Shareholders’ equity  
Liabilities  
22,681  
11,257  
11,424  
23,173  
12,663  
10,510  
For the year ended December 31,  
(
M)  
2009  
2008  
Revenues from sales  
Pre-tax income  
Income tax  
14,434  
2,168  
(526)  
19,982  
2,412  
(691)  
Net income  
1,642  
1,721  
2
14 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
1
3) Other investments  
As of December 31, 2009  
Carrying Unrealized  
Balance  
sheet value  
(
M)  
amount  
gain (loss)  
Areva (a)  
Arkema  
69  
15  
1
35  
58  
47  
9
(2)  
127  
62  
10  
33  
Chicago Mercantile Exchange Group (  
b)  
Olympia Energy Fund – energy investment fund (  
Other publicly traded equity securities  
c)  
Total publicly traded equity securities (d)  
120  
112  
232  
BBPP  
BTC Limited  
Other equity securities  
72  
144  
714  
72  
144  
714  
Total other equity securities (d)  
Other investments  
930  
930  
1,050  
112  
1,162  
As of December 31, 2008  
Carrying Unrealized  
Balance  
sheet value  
(
M)  
amount  
gain (loss)  
Areva (a)  
Arkema  
69  
16  
1
36  
59  
15  
5
(5)  
128  
31  
6
31  
(b)  
Chicago Mercantile Exchange Group  
Olympia Energy Fund – energy investment fund (  
Other publicly traded equity securities  
c)  
Total publicly traded equity securities (d)  
122  
74  
196  
BBPP  
BTC Limited  
Other equity securities  
75  
161  
733  
75  
161  
733  
Total other equity securities (d)  
Other investments  
969  
969  
1,091  
74  
1,165  
As of December 31, 2007  
Carrying Unrealized  
Balance  
sheet value  
(
M)  
amount  
gain (loss)  
Areva (a)  
Arkema  
69  
16  
1
216  
97  
15  
285  
113  
16  
Nymex Holdings Inc  
Other publicly traded equity securities  
Total publicly traded equity securities (d)  
86  
328  
414  
BBPP  
BTC Limited  
Other equity securities  
71  
161  
645  
71  
161  
645  
Total other equity securities (d)  
Other investments  
877  
963  
877  
328  
1,291  
(
(
a) Unrealized gain based on the investment certificate.  
b) The Nymex Holdings Inc. securities have been traded during the acquisition process running from June 11 to August 22, 2008 through which Chicago Mercantile Exchange  
Group acquired all the Nymex Holdings Inc. securities.  
(
(
c) Securities acquired in 2008.  
d) Including cumulative impairments of 599 million in 2009, 608 million in 2008 and 632 million in 2007.  
These investments are classified as “Financial assets available for sale” (see Note 1 paragraph M(ii) to the Consolidated Financial Statements).  
TOTAL / 215  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
1
4) Other non-current assets  
As of December 31, 2009  
(
M)  
Gross value Valuation allowance  
Net value  
Deferred income tax assets  
Loans and advances  
Other  
1,164  
1,871  
633  
(587)  
1,164  
1,284  
633  
(
a)  
Total  
3,668  
(587)  
3,081  
As of December 31, 2008  
(
M)  
Gross value Valuation allowance  
Net value  
Deferred income tax assets  
Loans and advances  
Other  
1,010  
1,932  
631  
(529)  
1,010  
1,403  
631  
(
a)  
Total  
3,573  
(529)  
3,044  
As of December 31, 2007  
(
M)  
Gross value Valuation allowance  
Net value  
Deferred income tax assets  
Loans and advances  
Other  
797  
1,378  
507  
(527)  
797  
851  
507  
(
a)  
Total  
2,682  
(527)  
2,155  
(
a) Excluding loans to equity affiliates.  
Changes in the valuation allowance on loans and advances are detailed as follows:  
Currency  
Valuation  
translation  
Valuation  
For the year ended December 31,  
allowance as of  
adjustment and allowance as of  
January 1, Increases Decreases other variations  
(
M)  
December 31,  
2
009  
(529)  
(19)  
29  
(68)  
(587)  
2
2
008  
007  
(527)  
(488)  
(33)  
(13)  
52  
6
(21)  
(32)  
(529)  
(527)  
1
5) Inventories  
As of December 31, 2009  
(
M)  
Gross value Valuation allowance  
Net value  
Crude oil and natural gas  
Refined products  
Chemicals products  
Other inventories  
4,581  
6,647  
1,234  
1,822  
4,581  
6,629  
1,121  
1,536  
(18)  
(113)  
(286)  
Total  
14,284  
(417)  
13,867  
As of December 31, 2008  
(
M)  
Gross value Valuation allowance  
Net value  
Crude oil and natural gas  
Refined products  
Chemicals products  
Other inventories  
2,772  
4,954  
1,419  
1,591  
(326)  
(416)  
(105)  
(268)  
2,446  
4,538  
1,314  
1,323  
Total  
10,736  
(1,115)  
9,621  
As of December 31, 2007  
(
M)  
Gross value Valuation allowance  
Net value  
Crude oil and natural gas  
Refined products  
Chemicals products  
Other inventories  
4,746  
6,874  
1,188  
1,368  
(11)  
(91)  
4,746  
6,863  
1,097  
1,145  
(223)  
Total  
14,176  
(325)  
13,851  
2
16 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
Changes in the valuation allowance on inventories are as follows:  
Currency  
Valuation  
translation Valuation  
adjustment and allowance as of  
January 1, Increase (net) other variations December 31,  
(417)  
For the year ended December 31,  
allowance as of  
(
M)  
2
009  
(1,115)  
700  
(2)  
2
2
008  
007  
(325)  
(440)  
(740)  
124  
(50)  
(9)  
(1,115)  
(325)  
1
6) Accounts receivable and other current assets  
As of December 31, 2009  
Valuation  
allowance  
(
M)  
Gross value  
Net value  
15,719  
Accounts receivable  
16,187  
(468)  
Recoverable taxes  
2,156  
5,214  
214  
(69)  
2,156  
5,145  
214  
Other operating receivables  
Deferred income tax  
Prepaid expenses  
638  
638  
Other current assets  
45  
45  
Other current assets  
8,267  
(69)  
8,198  
As of December 31, 2008  
Valuation  
allowance  
(
M)  
Gross value  
15,747  
Net value  
15,287  
Accounts receivable  
(460)  
Recoverable taxes  
2,510  
6,227  
206  
(19)  
2,510  
6,208  
206  
Other operating receivables  
Deferred income tax  
Prepaid expenses  
650  
650  
Other current assets  
68  
68  
Other current assets  
9,661  
(19)  
9,642  
As of December 31, 2007  
Valuation  
allowance  
(
M)  
Gross value  
19,611  
Net value  
19,129  
Accounts receivable  
(482)  
Recoverable taxes  
2,735  
4,457  
112  
(27)  
2,735  
4,430  
112  
Other operating receivables  
Deferred income tax  
Prepaid expenses  
687  
687  
Other current assets  
42  
42  
Other current assets  
8,033  
(27)  
8,006  
Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows:  
Currency  
Valuation  
translation Valuation  
adjustments and allowance as of  
other variations December 31,  
9 (468)  
allowance as of  
(
M)  
January 1, Increase (net)  
Accounts receivable  
2
009  
(460)  
(17)  
2
2
008  
007  
(482)  
(489)  
9
(25)  
13  
32  
(460)  
(482)  
Other current assets  
2
009  
(19)  
(14)  
(36)  
(69)  
2
2
008  
007  
(27)  
(39)  
7
(4)  
1
16  
(19)  
(27)  
TOTAL / 217  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2009, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” is  
3,610 million, of which 2,116 million has expired for less than 90 days, 486 million has expired between 90 days and 6 months, 246 million  
has expired between 6 and 12 months and 762 million has expired for more than 12 months.  
As of December 31, 2008, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was  
3,744 million, of which 2,420 million had expired for less than 90 days, 729 million had expired between 90 days and 6 months, 54 million  
had expired between 6 and 12 months and 541 million had expired for more than 12 months.  
1
7) Shareholders’ equity  
Number of TOTAL shares  
The Company’s common shares, par value 2.50, as of December 31, 2009 are the only category of shares. Shares may be held in either  
bearer or registered form.  
Double voting rights are granted to holders of shares that are fully-paid and held in the name of the same shareholder for at least two years,  
with due consideration for the total portion of the share capital represented. Double voting rights are also assigned to restricted shares in the  
event of an increase in share capital by incorporation of reserves, profits or premiums based on shares already held that are entitled to double  
voting rights.  
Pursuant to the Company’s bylaws (Statuts), no shareholder may cast a vote at a shareholders’ meeting, either by himself or through an agent,  
representing more than 10% of the total voting rights for the Company’s shares. This limit applies to the aggregated amount of voting rights  
held directly, indirectly or through voting proxies. However, in the case of double voting rights, this limit may be extended to 20%.  
These restrictions no longer apply if any individual or entity, acting alone or in concert, acquires at least two-thirds of the total share capital of  
the Company, directly or indirectly, following a public tender offer for all of the Company’s shares.  
The authorized share capital amounts to 3,381,921,458 shares as of December 31, 2009 compared to 3,413,204,025 as of December 31, 2008  
and 4,042,585,605 as of December 31, 2007.  
As of January 1, 2007  
2,425,767,953  
Shares issued in connection with:  
Exercise of TOTAL share subscription options  
2,453,832  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription  
options  
315,312  
(33,005,000)  
Cancellation of shares (a)  
As of January 1, 2008  
2,395,532,097  
Shares issued in connection with:  
Capital increase reserved for employees  
Exercise of TOTAL share subscription options  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription  
options  
4,870,386  
1,178,167  
227,424  
(30,000,000)  
Cancellation of shares (b)  
As of January 1, 2009  
2,371,808,074  
Shares issued in connection with:  
Exercise of TOTAL share subscription options  
934,780  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription  
options  
480,030  
(24,800,000)  
Cancellation of shares (c)  
As of December 31, 2009 (d)  
2,348,422,884  
(
(
(
(
a) Decided by the Board of Directors on January 10, 2007.  
b) Decided by the Board of Directors on July 31, 2008.  
c) Decided by the Board of Directors on July 30, 2009.  
d) Including 115,407,190 treasury shares deducted from consolidated shareholders equity.  
2
18 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
The variation of both weighted-average number of shares and weighted-average number of diluted shares respectively used in the calculation  
of earnings per share and fully-diluted earnings per share is detailed as follows:  
2
009  
2008  
2007  
Number of shares as of January 1,  
2,371,808,074  
2,395,532,097 2,425,767,953  
Number of shares issued during the year (pro rated)  
Exercise of TOTAL share subscription options  
Exercise of TOTAL share purchase options  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options  
TOTAL restricted shares  
221,393  
93,827  
393,623  
1,164,389  
742,588  
2,426,827  
86,162  
1,112,393  
3,246,924  
1,020,190  
4,141,186  
163,074  
1,114,796  
Capital increase reserved for employees  
TOTAL shares held by TOTAL S.A. or by its subsidiaries and deducted from shareholders'  
equity  
(143,082,095)  
2,230,599,211  
(168,290,440)  
(176,912,968)  
Weighted-average number of shares  
2,234,856,551 2,255,294,231  
Dilutive effect  
TOTAL share subscription and purchase options  
TOTAL restricted shares  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options  
Capital increase reserved for employees  
1,711,961  
4,920,599  
60,428  
6,784,200  
4,172,944  
460,935  
13,698,928  
4,387,761  
655,955  
383,912  
348,109  
Weighted-average number of diluted shares  
2,237,292,199  
2,246,658,542 2,274,384,984  
Capital increase reserved for Group employees  
Treasury shares (TOTAL shares held by  
TOTAL S.A.)  
At the shareholders’ meeting held on May 11, 2007, the  
shareholders delegated to the Board of Directors the authority to  
increase the share capital of the Company in one or more  
transactions and within a maximum period of 26 months from the  
date of the meeting, by an amount not exceeding 1.5% of the share  
capital outstanding on the date of the meeting of the Board of  
Directors at which a decision to proceed with an issuance is made  
reserving subscriptions for such issuance to the Group employees  
participating in a company savings plan. It is being specified that  
the amount of any such capital increase reserved for Group  
employees was counted against the aggregate maximum nominal  
amount of share capital increases authorized by the shareholders’  
meeting held on May 11, 2007 for issuing new ordinary shares or  
other securities granting immediate or future access to the  
Company’s share capital with preferential subscription rights (4  
billion in nominal value).  
As of December 31, 2009, TOTAL S.A. held 15,075,922 of its own  
shares, representing 0,64% of its share capital, detailed as follows:  
o 6,017,499 shares allocated to covering TOTAL share purchase  
option plans for Group employees and executive officers;  
o 5,799,400 shares allocated to TOTAL restricted shares plans for  
Group employees; and  
o 3,259,023 shares intended to be allocated to new TOTAL share  
purchase option plans or to new restricted shares plans.  
These shares are deducted from the consolidated shareholders’  
equity.  
As of December 31, 2008, TOTAL S.A. held 42,750,827 of its own  
shares, representing 1.80% of its share capital, detailed as follows:  
Pursuant to this delegation of authorization, the Board of Directors,  
during its November 6, 2007 meeting, implemented a first capital  
increase reserved for employees within the limit of 12 million  
shares, par value 2.50, at a price of 44.40 per share, with  
dividend rights as of the January 1, 2007. The subscription period  
ran from March 10, 2008, to March 28, 2008. 4,870,386 shares  
were subscribed by employees pursuant to the capital increase.  
o 12,627,522 shares allocated to covering TOTAL share purchase  
option plans for Group employees;  
o 5,323,305 shares allocated to TOTAL restricted shares plans for  
Group employees; and  
o 24,800,000 shares purchased for cancellation between January  
and October 2008 pursuant to the authorization granted by the  
shareholders’ meetings held on May 11, 2007 and May 16, 2008.  
The Board of Directors on July 30, 2009 decided to cancel these  
Share cancellation  
2
4,800,000 shares acquired at an average price of 49.28 per  
Pursuant to the authorization granted by the shareholders’ meeting  
held on May 11, 2007 authorizing reduction of capital by  
share.  
cancellation of shares held by the Company within the limit of 10%  
of the outstanding capital every 24 months, the Board of Directors  
decided on July 30, 2009 to cancel 24,800,000 shares acquired in  
These shares were deducted from the consolidated shareholders’  
equity.  
2
008 at an average price of 49.28 per share.  
TOTAL / 219  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2007, TOTAL S.A. held 51,089,964 of its own  
shares, representing 2.13% of its share capital, detailed as follows:  
May 19, 2009). In addition, TOTAL S.A. paid on November 18, 2009  
an interim dividend of 1.14 per share for the fiscal year 2009 (the  
ex-dividend date was November 13, 2009).  
o 16,343,349 shares allocated to covering TOTAL share purchase  
option plans for Group employees;  
A resolution will be submitted at the shareholders’ meeting on  
May 21, 2010 to pay a dividend of 2.28 per share for the 2009  
fiscal year, i.e. a balance of 1.14 per share to be distributed after  
deducting the interim dividend of 1.14 already paid.  
o 4,746,615 shares allocated to TOTAL restricted share plans for  
Group employees; and  
o 30,000,000 shares purchased for cancellation between February  
and December 2007 pursuant to the authorization granted by the  
shareholders’ meetings held on May 12, 2006 and May 11, 2007.  
The Board of Directors on July 31, 2008 decided to cancel these  
Paid-in surplus  
3
0,000,000 shares acquired at an average price of 54.69 per  
share.  
In accordance with French law, the paid-in surplus corresponds to  
share premiums of the parent company which can be capitalized or  
used to offset losses if the legal reserve has reached its minimum  
required level. The amount of the paid-in surplus may also be  
distributed subject to taxation unless the unrestricted reserves of  
the parent company are distributed prior to this item.  
These shares were deducted from the consolidated shareholders’  
equity.  
TOTAL shares held by Group subsidiaries  
As of December 31, 2009, 2008 and 2007, TOTAL S.A. held  
indirectly through its subsidiaries 100,331,268 of its own shares,  
representing 4.27% of its share capital as of December 31, 2009,  
As of December 31, 2009, paid-in surplus amounted to 27,171 million  
(28,284 million as of December 31, 2008 and 29,598 million as of  
4
.23% of its share capital as of December 31, 2008 and 4.19% of  
December 31, 2007).  
its share capital as of December 31, 2007 detailed as follows:  
o 2,023,672 shares held by a consolidated subsidiary, Total  
Nucléaire, 100% indirectly controlled by TOTAL S.A.; and  
Reserves  
o 98,307,596 shares held by subsidiaries of Elf Aquitaine  
Under French law, 5% of net income must be transferred to the  
legal reserve until the legal reserve reaches 10% of the nominal  
value of the share capital. This reserve cannot be distributed to the  
shareholders other than upon liquidation but can be used to offset  
losses.  
(Financière Valorgest, Sogapar and Fingestval).  
These shares are deducted from the consolidated shareholders’  
equity.  
Dividend  
If wholly distributed, the unrestricted reserves of the parent  
company would be taxed for an approximate amount of  
514 million as of December 31, 2009.  
TOTAL S.A. paid on May 22, 2009 the balance of the dividend of  
1.14 per share for the 2008 fiscal year (the ex-dividend date was  
Other comprehensive income  
Detail of other comprehensive income showing items reclassified from equity to net income is presented in the table below:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
(2,703)  
Currency translation adjustment  
(244)  
(722)  
(254)  
-
-
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
(243)  
(722)  
(2,703)  
1
Available for sale financial assets  
38  
111  
-
-
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
38  
(254)  
111  
Cash flow hedge  
128  
-
-
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
349  
221  
Share of other comprehensive income of equity affiliates, net amount  
Other  
234  
(5)  
173  
1
(406)  
(3)  
-
-
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
(5)  
1
(3)  
Tax effect  
(38)  
113  
30  
(6)  
Total other comprehensive income, net amount  
(772)  
(3,007)  
2
20 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
Tax effects relating to each component of other comprehensive income are as follows:  
2
009  
Tax  
2008  
2007  
For the year ended December 31,  
Pre-tax  
Net  
Pre-tax  
Tax  
Net Pre-tax  
Tax  
effect  
Net  
amount  
(
M)  
amount effect amount  
amount effect amount amount  
Currency translation adjustment  
Available for sale financial assets  
Cash flow hedge  
(244)  
38  
128  
(244)  
42  
86  
(722)  
(254)  
(722)  
(224)  
(2,703)  
111  
(2,703)  
105  
4
(42)  
30  
(6)  
Share of other comprehensive income of equity  
affiliates, net amount  
Other  
234  
(5)  
234  
(5)  
173  
1
173  
1
(406)  
(3)  
(406)  
(3)  
Total other comprehensive income  
151  
(38)  
113  
(802)  
30  
(772)  
(3,001)  
(6)  
(3,007)  
1
8) Employee benefits obligations  
Liabilities for employee benefits obligations consist of the following:  
As of December 31,  
(
M)  
2009  
2008  
2007  
Pension benefits liabilities  
Other benefits liabilities  
1,236  
592  
1,187  
608  
1,721  
611  
Restructuring reserves (early retirement plans)  
212  
216  
195  
Total  
2,040  
2,011  
2,527  
The Group’s main defined benefit pension plans are located in  
France, in the United Kingdom, in the United States, in Belgium and  
in Germany. Their main characteristics are the following:  
The pension benefits include also termination indemnities and early  
retirement benefits.  
The other benefits are the employer contribution to post-  
employment medical care.  
o The benefits are usually based on the final salary and seniority;  
o They are usually funded (pension fund or insurer); and  
o They are closed to new employees who benefit from defined  
contribution pension plans.  
TOTAL / 221  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
The fair value of the defined benefit obligation and plan assets in the Consolidated Financial Statements is detailed as follows:  
Pension benefits Other benefits  
As of December 31,  
(
M)  
2009  
2008  
2007  
2009  
2008  
2007  
Change in benefit obligation  
Benefit obligation at beginning of year  
Service cost  
Interest cost  
Curtailments  
Settlements  
Special termination benefits  
Plan participants' contributions  
Benefits paid  
Plan amendments  
Actuarial losses (gains)  
Foreign currency translation and other  
7,405  
134  
428  
(5)  
(3)  
10  
(484)  
118  
446  
120  
8,129  
143  
416  
(3)  
(5)  
12  
(463)  
12  
8,742  
160  
396  
(9)  
(20)  
544  
10  
30  
(1)  
(33)  
(2)  
583  
14  
24  
(4)  
648  
12  
28  
10  
(448)  
(70)  
(384)  
(248)  
(37)  
(12)  
(27)  
3
(40)  
(2)  
(38)  
(25)  
(248)  
(588)  
(1)  
Benefit obligation at year-end  
8,169  
7,405  
8,129  
547  
544  
583  
Change in fair value of plan assets  
Fair value of plan assets at beginning of year  
Expected return on plan assets  
Actuarial losses (gains)  
(5,764)  
(343)  
(317)  
2
(10)  
(126)  
396  
(6,604)  
(402)  
1,099  
2
(12)  
(855)  
375  
(6,401)  
(387)  
140  
8
Settlements  
Plan participants' contributions  
Employer contributions (  
(10)  
a)  
(556)  
349  
253  
Benefits paid  
Foreign currency translation and other  
(124)  
633  
Fair value of plan assets at year-end  
Unfunded status  
(6,286)  
1,883  
(5,764)  
1,641  
(6,604)  
1,525  
547  
544  
583  
Unrecognized prior service cost  
Unrecognized actuarial (losses) gains  
Asset ceiling  
(153)  
(1,045)  
9
(48)  
(953)  
5
(49)  
(160)  
5
15  
30  
21  
43  
18  
10  
Net recognized amount  
694  
645  
1,321  
592  
608  
611  
Pension benefits and other benefits liabilities  
Other non-current assets  
1,236  
(542)  
1,187  
(542)  
1,721  
(400)  
592  
608  
611  
(
a) In 2008, the Group covered certain employee pension benefit plans through insurance companies for an amount of 757 million.  
As of December 31, 2009, the fair value of pension benefits and other pension benefits which are entirely or partially funded amounted to  
7,206 million and the present value of the unfunded benefits amounted to 1,510 million (against 6,515 million and 1,434 million  
respectively as of December 31, 2008 and 7,175 million and 1,537 million respectively as of December 31, 2007).  
The experience actuarial gains (losses) related to the defined benefit obligation and the fair value of plan assets are as follows:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Experience actuarial gains (losses) related to the defined benefit obligation  
Experience actuarial gains (losses) related to the fair value of plan assets  
108  
317  
(12)  
(1,099)  
(80)  
(140)  
As of December 31,  
(
M)  
2009  
2008  
2007  
2006  
2005  
Pension benefits  
Benefit obligation  
8,169  
7,405  
8,129  
8,742  
9,647  
Fair value of plan assets  
(6,286)  
(5,764)  
(6,604)  
(6,401)  
(6,274)  
Unfunded status  
1,883  
1,641  
1,525  
2,341  
3,373  
Other benefits  
Benefits obligation  
Fair value of plan assets  
547  
544  
583  
648  
774  
Unfunded status  
547  
544  
583  
648  
774  
2
22 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
The Group expects to contribute 152 million to its pension plans in 2010.  
Estimated future payments  
(
M)  
Pension benefits Other benefits  
2
2
2
2
2
2
010  
011  
012  
013  
014  
015-2019  
489  
468  
481  
472  
474  
35  
36  
36  
36  
37  
2,508  
195  
Pension benefits  
Asset allocation  
As of December 31,  
2009  
2008  
2007  
Equity securities  
Debt securities  
Monetary  
31%  
62%  
3%  
25%  
56%  
16%  
3%  
36%  
56%  
4%  
Real estate  
4%  
4%  
The Group’s assumptions of expected returns on assets are built up  
by asset class and by country based on long-term bond yields and  
risk premiums.  
The discount rate retained corresponds to the rate of prime  
corporate bonds according to a benchmark per country of different  
market data on the closing date.  
Pension benefits  
Other benefits  
Assumptions used to determine benefits obligations  
As of December 31,  
2009  
2008  
2007  
2009  
2008  
2007  
Discount rate (weighted average for all regions)  
Of which Euro zone  
5.41%  
5.12%  
6.00%  
5.50%  
4.50%  
5.93%  
5.72%  
6.23%  
6.00%  
4.56%  
5.50%  
5.15%  
6.00%  
5.75%  
4.29%  
5.60%  
5.18%  
5.99%  
6.00%  
5.74%  
6.21%  
6.00%  
5.50%  
5.14%  
5.98%  
5.75%  
Of which United States  
Of which United Kingdom  
Average expected rate of salary increase  
Expected rate of healthcare inflation  
initial rate  
ultimate rate  
4.91%  
3.79%  
4.88%  
3.64%  
5.16%  
3.64%  
Pension benefits  
Other benefits  
Assumptions used to determine the net periodic benefit cost (income)  
For the year ended December 31,  
2009  
2008  
2007  
2009  
2008  
2007  
Discount rate (weighted average for all regions)  
Of which Euro zone  
5.93%  
5.72%  
6.23%  
6.00%  
4.56%  
6.14%  
5.50%  
5.15%  
6.00%  
5.75%  
4.29%  
6.60%  
4.69%  
4.23%  
5.50%  
5.00%  
4.14%  
6.26%  
6.00%  
5.74%  
6.21%  
6.00%  
5.50%  
5.14%  
5.98%  
5.75%  
4.89%  
4.30%  
5.49%  
5.00%  
Of which United States  
Of which United Kingdom  
Average expected rate of salary increase  
Expected return on plan assets  
Expected rate of healthcare inflation  
initial rate  
ultimate rate  
4.88%  
3.64%  
5.16%  
3.64%  
5.57%  
3.65%  
A 0.5% increase or decrease in discount rates – all other things being equal—would have the following approximate impact:  
0.5% increase 0.5% decrease  
(
M)  
Benefit obligation as of December 31, 2009  
010 net periodic benefit cost (income)  
(452)  
(21)  
500  
29  
2
A 0.5% increase or decrease in expected return on plan assets rate—all other things being equal—would have an impact of 29 million on  
010 net periodic benefit cost (income).  
2
TOTAL / 223  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
The components of the net periodic benefit cost (income) in 2009, 2008 and 2007 are:  
Pension benefits  
Other benefits  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
2009  
2008  
2007  
Service cost  
Interest cost  
Expected return on plan assets  
Amortization of prior service cost  
Amortization of actuarial losses (gains)  
Asset ceiling  
134  
428  
(343)  
13  
50  
4
143  
416  
(402)  
34  
22  
1
160  
396  
(387)  
31  
17  
10  
30  
(7)  
(6)  
14  
24  
(10)  
(2)  
12  
28  
(5)  
(1)  
Curtailments  
Settlements  
Special termination benefits  
(4)  
(1)  
(3)  
(2)  
(8)  
(12)  
(1)  
(3)  
(1)  
Net periodic benefit cost (income)  
281  
209  
197  
26  
23  
33  
A positive or negative change of one-percentage-point in the healthcare inflation rate would have the following approximate impact:  
1% point increase 1% point decrease  
(
M)  
Benefit obligation as of December 31, 2009  
009 net periodic benefit cost (income)  
60  
7
(47)  
(3)  
2
1
9) Provisions and other non-current liabilities  
As of December 31,  
(
M)  
2009  
2008  
2007  
Litigations and accrued penalty claims  
Provisions for environmental contingencies  
Asset retirement obligations  
Other non-current provisions  
Other non-current liabilities  
423  
623  
5,469  
1,331  
1,535  
546  
558  
4,500  
1,804  
450  
601  
552  
4,206  
1,188  
296  
Total  
9,381  
7,858  
6,843  
In 2009, litigation reserves mainly include a provision covering risks  
concerning antitrust investigations related to Arkema amounting to  
In 2008, litigation reserves mainly included a provision covering  
risks concerning antitrust investigations related to Arkema  
amounting to 85 million as of December 31, 2008. Other risks and  
commitments that give rise to contingent liabilities are described in  
Note 32 to the Consolidated Financial Statements.  
43 million as of December 31, 2009. Other risks and commitments  
that give rise to contingent liabilities are described in Note 32 to the  
Consolidated Financial Statements.  
In 2009, other non-current provisions mainly include :  
In 2008, other non-current provisions mainly included the  
contingency reserve related to the Toulouse-AZF plant explosion  
(civil liability) for 256 million as of December 31, 2008.  
o The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability) for 40 million as of December 31, 2009;  
In 2007, litigation reserves mainly included a provision covering  
risks concerning antitrust investigations related to Arkema  
amounting to 138 million as of December 31, 2007. Other risks  
and commitments that give rise to contingent liabilities are  
described in Note 32 to the Consolidated Financial Statements.  
o Provisions related to restructuring activities in the Downstream  
and Chemicals segments for 130 million as of  
December 31, 2009; and  
o The contingency reserve related to the Buncefield depot  
explosion (civil liability) for 295 million as of December 31, 2009.  
In 2007, other non-current provisions mainly included:  
In 2009, other non-current liabilities mainly include debts (whose  
maturity is more than one year) related to fixed assets acquisitions.  
This heading is mainly composed of a 818 million debt related to  
Chesapeake acquisition (see Note 3 to the Consolidated Financial  
Statements).  
o The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability) for 134 million as of December 31, 2007;  
and  
o Provisions related to restructuring activities in the Chemicals  
segment for 49 million as of December 31, 2007.  
2
24 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
Changes in provisions and other non-current liabilities  
Currency  
As of translation As of  
January 1, Allowances Reversals adjustment Other December 31,  
(
M)  
2
009  
7,858  
1,254  
(1,413)  
202  
1,480  
9,381  
2
2
008  
007  
6,843  
6,467  
1,424  
747  
(864)  
(927)  
(460)  
(303)  
915  
859  
7,858  
6,843  
o 52 million for litigation reserves in connection with antitrust  
investigations;  
Allowances  
In 2009, allowances of the period (1,254 million) mainly include:  
o Environmental contingencies written back for 86 million;  
o Asset retirement obligations for 283 million (accretion);  
o The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability), written back for 216 million;  
o Environmental contingencies for 147 million in the Downstream  
and Chemicals segments;  
o The contingency reserve related to the Buncefield depot  
explosion (civil liability), written back for 375 million; and  
o The contingency reserve related to the Buncefield depot  
explosion (civil liability) for 223 million; and  
o Provisions related to restructuring of activities for 121 million.  
In 2008, allowances of the period (1,424 million) mainly included:  
o Asset retirement obligations for 229 million (accretion);  
o Provisions for restructuring and social plans written back for 28  
million.  
In 2008, reversals of the period (864 million) were mainly related to  
o The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability) for 140 million;  
the following incurred expenses:  
o Environmental contingencies for 89 million;  
o Provisions for asset retirement obligations for 280 million;  
o An allowance of 48 million for litigation reserves in connection  
with antitrust investigations, as described in Note 32 to the  
Consolidated Financial Statements “Other risks and contingent  
liabilities”; and  
o 163 million for litigation reserves in connection with antitrust  
investigations;  
o Environmental contingencies written back for 96 million;  
o Provisions related to restructuring of activities for 27 million.  
In 2007, allowances of the period (747 million) mainly included:  
o Provisions for asset retirement obligations for 189 million  
o The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability), written back for 18 million; and  
o Provisions for restructuring and social plans written back for 10  
million.  
(accretion);  
o An allowance of 100 million for litigation reserves in connection  
with antitrust investigations, as described in Note 32 to the  
Consolidated Financial Statements “Other risks and contingent  
liabilities”;  
In 2007, reversals of the period (927 million) were mainly related to  
the following incurred expenses:  
o Environmental contingencies in the Chemicals segment for 23  
million; and  
o Provisions for asset retirement obligations for 209 million;  
o Provisions related to restructuring of activities for 15 million.  
o Environmental contingencies in the Chemicals segment written  
back for 52 million;  
Reversals  
o The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability), written back for 42 million; and  
In 2009, reversals of the period (1,413 million) mainly relate to the  
following incurred expenses:  
o Provisions for restructuring and social plans written back for 37  
o Provisions for asset retirement obligations for 191 million;  
million.  
Changes in the asset retirement obligation  
Spending  
As of Revision in New on existing translation As of  
January 1, Accretion estimates obligations obligations adjustment Other December 31,  
Currency  
(
M)  
2
009  
4,500  
283  
447  
179  
(191)  
232  
19  
5,469  
2
2
008  
007  
4,206  
3,893  
229  
189  
563  
203  
188  
371  
(280)  
(209)  
(414)  
(206) (35)  
8
4,500  
4,206  
TOTAL / 225  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
2
0) Financial debt and related financial instruments  
A) Non-current financial debt and related financial instruments  
As of December 31, 2009  
(
M)  
(
Assets) / Liabilities  
Secured Unsecured  
Total  
Non-current financial debt  
of which hedging instruments of non-current financial debt (liabilities)  
Hedging instruments of non-current financial debt (assets) (  
312  
19,125  
241  
(1,025)  
19,437  
241  
(1,025)  
a)  
Non-current financial debt – net of hedging instruments  
312  
18,100  
18,412  
Bonds, net of hedging instruments  
Bank and other, floating rate  
Bank and other, fixed rate  
60  
50  
17,584  
379  
79  
17,584  
439  
129  
Financial lease obligations  
202  
58  
260  
Non-current financial debt – net of hedging instruments  
312  
18,100  
18,412  
(
(
(
a) See the description of these hedging instruments in Notes 1 paragraph M(iii) “Long-term financing”, 28 and 29 to the Consolidated Financial Statements.  
As of December 31, 2008  
(
M)  
(
Assets) / Liabilities  
Secured Unsecured  
Total  
Non-current financial debt  
of which hedging instruments of non-current financial debt (liabilities)  
Hedging instruments of non-current financial debt (assets) (  
895  
15,296  
440  
16,191  
440  
(892)  
a)  
(892)  
Non-current financial debt – net of hedging instruments  
895  
14,404  
15,299  
Bonds, net of hedging instruments  
Bank and other, floating rate  
Bank and other, fixed rate  
553  
140  
202  
13,667  
665  
6
13,667  
1,218  
146  
Financial lease obligations  
66  
268  
Non-current financial debt – net of hedging instruments  
895  
14,404  
15,299  
a) See the description of these hedging instruments in Notes 1 paragraph M(iii) “Long-term financing”, 28 and 29 to the Consolidated Financial Statements.  
As of December 31, 2007  
(
M)  
(
Assets) / Liabilities  
Secured Unsecured  
Total  
Non-current financial debt  
of which hedging instruments of non-current financial debt (liabilities)  
Hedging instruments of non-current financial debt (assets) (  
772  
14,104  
369  
14,876  
369  
(460)  
a)  
(460)  
Non-current financial debt – net of hedging instruments  
772  
13,644  
14,416  
Bonds, net of hedging instruments  
Bank and other, floating rate  
Bank and other, fixed rate  
453  
2
11,650  
1,781  
213  
11,650  
2,234  
215  
Financial lease obligations  
317  
317  
Non-current financial debt – net of hedging instruments  
772  
13,644  
14,416  
a) See the description of these hedging instruments in Notes 1 paragraph M(iii) “Long-term financing”, 28 and 29 to the Consolidated Financial Statements.  
2
26 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
Fair value of bonds, as of December 31, 2009, after taking into account currency and interest rates swaps, is detailed as follows:  
Fair value  
after hedging  
as of  
Fair value Fair value  
after hedging after hedging  
as of as of  
Year of December 31, December 31, December 31,  
Initial rate before  
hedging instruments  
(
M)  
issue  
2009  
2008  
2007 Currency Maturity  
Parent company  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
1996  
1997  
1998  
1998  
1998  
2000  
116  
61  
124  
119  
121  
63  
324  
118  
26  
113  
114  
60  
FRF  
FRF  
FRF  
FRF  
FRF  
EUR  
2008  
2009  
6.750%  
6.200%  
2008 Pibor 3 months + 0.380%  
2009  
2013  
2010  
5.125%  
5.000%  
5.650%  
Current portion (less than one  
year)  
(61)  
116  
(243)  
(349)  
Total parent company  
184  
406  
Elf Aquitaine SA  
Bond  
1999  
1,003  
998  
EUR  
2009  
4.500%  
Current portion (less than one  
year)  
(1,003)  
Total Elf Aquitaine SA  
998  
TOTAL CAPITAL (a)  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
2002  
2003  
2003  
2003  
2003  
2003  
2003  
2003  
2003  
2003  
2003  
2003  
2003  
2003  
2003-2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
14  
160  
21  
14  
14  
39  
41  
44  
148  
98  
360  
72  
113  
170  
49  
145  
157  
20  
373  
34  
USD  
AUD  
AUD  
CAD  
CHF  
CHF  
EUR  
EUR  
EUR  
USD  
AUD  
CHF  
CHF  
USD  
USD  
USD  
USD  
USD  
AUD  
AUD  
CAD  
CHF  
EUR  
GBP  
GBP  
GBP  
AUD  
CAD  
USD  
USD  
CHF  
NZD  
USD  
AUD  
CAD  
CHF  
CHF  
USD  
AUD  
CHF  
CHF  
2012  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2009  
2009  
2010  
2013  
2009  
2008  
2008  
2008  
2009  
2009  
2010  
2010  
2010  
2010  
2010  
2010  
2011  
2011  
2011  
2011  
2012  
2014  
2009  
2011  
2011  
2011  
2011  
2011  
2012  
2012  
2012  
5.890%  
5.000%  
5.000%  
4.250%  
2.010%  
2.010%  
3.500%  
3.500%  
3.500%  
3.250%  
6.250%  
2.385%  
2.385%  
4.500%  
3.500%  
3.250%  
3.250%  
3.250%  
6.000%  
6.000%  
4.000%  
2.385%  
3.750%  
4.875%  
4.875%  
4.875%  
5.750%  
4.875%  
4.125%  
4.125%  
2.375%  
6.750%  
3.500%  
5.750%  
4.000%  
1.625%  
1.625%  
4.125%  
5.750%  
2.135%  
2.135%  
52  
154  
166  
22  
395  
34  
68  
54  
26  
57  
28  
55  
117  
454  
334  
132  
191  
55  
111  
216  
72  
120  
49  
36  
55  
58  
116  
226  
144  
63  
187  
65  
53  
113  
438  
322  
128  
185  
53  
107  
203  
69  
116  
47  
53  
56  
112  
226  
144  
63  
180  
65  
52  
110  
429  
316  
125  
181  
52  
105  
204  
68  
114  
46  
34  
52  
55  
109  
226  
136  
63  
177  
65  
TOTAL / 227  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Fair value  
after hedging  
as of  
Fair value  
Fair value  
after hedging after hedging  
as of  
as of  
Year of December 31, December 31, December 31,  
Initial rate before  
hedging instruments  
(
M)  
issue  
2009  
2008  
2007 Currency Maturity  
TOTAL CAPITAL (continued)  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
2005  
2005  
2005  
2005  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
97  
363  
292  
57  
75  
50  
50  
100  
42  
300  
150  
300  
120  
300  
472  
62  
72  
100  
74  
100  
125  
127  
130  
65  
64  
63  
129  
60  
74  
98  
376  
287  
57  
75  
50  
50  
102  
42  
300  
150  
300  
120  
300  
473  
62  
72  
100  
74  
100  
125  
127  
130  
65  
64  
64  
129  
60  
74  
97  
356  
286  
57  
75  
50  
50  
100  
42  
300  
150  
300  
120  
300  
474  
62  
72  
100  
74  
100  
126  
127  
130  
65  
64  
64  
129  
60  
74  
77  
371  
222  
61  
72  
71  
301  
73  
305  
74  
248  
31  
61  
49  
122  
302  
76  
60  
CHF  
EUR  
GBP  
NZD  
GBP  
EUR  
EUR  
EUR  
EUR  
EUR  
EUR  
EUR  
USD  
EUR  
USD  
AUD  
CAD  
EUR  
GBP  
EUR  
CHF  
CHF  
CHF  
CHF  
CHF  
CHF  
CHF  
CHF  
GBP  
USD  
USD  
USD  
AUD  
CAD  
GBP  
EUR  
GBP  
GBP  
GBP  
CHF  
JPY  
2012  
2012  
2012  
2012  
2010  
2010  
2010  
2010  
2.375%  
3.250%  
4.625%  
6.500%  
4.875%  
3.750%  
3.750%  
3.750%  
2011 EURIBOR 3 months +0.040%  
2011  
2011  
2011  
2011  
2011  
2011  
2012  
2012  
2012  
2012  
2012  
2013  
2014  
2016  
2016  
2016  
2016  
2018  
2010  
2010  
2011  
2012  
2012  
2012  
2012  
2012  
2013  
2013  
2013  
2013  
2014  
2014  
2014  
2014  
2015  
2017  
2018  
2018  
2010  
2010  
2011  
2011  
2011  
2011  
2011  
3.875%  
3.875%  
3.875%  
5.000%  
3.875%  
5.000%  
5.625%  
4.125%  
3.250%  
4.625%  
3.250%  
2.510%  
2.635%  
2.385%  
2.385%  
2.385%  
2.385%  
3.135%  
2.385%  
4.875%  
5.000%  
5.000%  
5.000%  
6.500%  
4.125%  
4.625%  
4.125%  
5.500%  
5.500%  
5.500%  
2.635%  
1.505%  
2.635%  
1.723%  
3.125%  
4.700%  
3.135%  
3.135%  
4.875%  
4.875%  
7.500%  
3.875%  
3.875%  
3.875%  
3.875%  
77  
77  
370  
222  
61  
72  
71  
300  
73  
306  
72  
248  
31  
61  
370  
222  
61  
72  
71  
300  
74  
306  
73  
248  
31  
61  
CHF  
JPY  
49  
49  
121  
300  
76  
60  
63  
66  
92  
100  
150  
50  
50  
60  
102  
62  
124  
46  
121  
300  
76  
60  
63  
66  
92  
100  
151  
50  
50  
60  
102  
62  
124  
46  
CHF  
EUR  
CHF  
CHF  
GBP  
GBP  
AUD  
EUR  
EUR  
EUR  
EUR  
JPY  
USD  
CHF  
CHF  
CHF  
CHF  
2011 EURIBOR 6 months + 0.018%  
2011  
2012  
2012  
2012  
2012  
3.750%  
2.135%  
3.635%  
2.385%  
2.385%  
92  
92  
2
28 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
Fair value  
Fair value  
Fair value  
after hedging after hedging after hedging  
as of  
as of  
as of  
Year of December 31, December 31, December 31,  
Initial rate before  
hedging instruments  
(
M)  
issue  
2009  
2008  
2007 Currency Maturity  
TOTAL CAPITAL (continued)  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
2009  
64  
50  
63  
63  
63  
62  
69  
60  
61  
64  
50  
63  
63  
64  
62  
69  
60  
61  
128  
63  
200  
100  
1,002  
63  
149  
194  
61  
62  
62  
62  
CHF  
EUR  
GBP  
GBP  
GBP  
NOK  
USD  
AUD  
AUD  
CHF  
CHF  
EUR  
EUR  
EUR  
GBP  
JPY  
USD  
CHF  
CHF  
CHF  
CHF  
AUD  
AUD  
CHF  
USD  
CHF  
EUR  
EUR  
HKD  
AUD  
EUR  
USD  
USD  
CHF  
GBP  
GBP  
EUR  
EUR  
HKD  
USD  
EUR  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2013  
2013  
2013  
2013  
2013  
2013  
2013  
2013  
2.385%  
3.250%  
4.625%  
4.625%  
4.625%  
6.000%  
5.000%  
7.500%  
7.500%  
3.135%  
3.135%  
4.125%  
4.125%  
4.750%  
5.500%  
127  
62  
200  
100  
1,000  
63  
149  
191  
61  
62  
61  
62  
56  
54  
236  
77  
131  
998  
150  
40  
2013 EURIBOR 6 months + 0.008%  
2013  
2015  
2015  
2015  
2018  
2013  
2013  
2013  
2013  
2014  
2014  
2014  
2014  
2015  
2015  
2015  
2015  
2016  
2017  
2017  
2019  
2019  
2019  
2021  
2024  
4.000%  
3.135%  
3.135%  
3.135%  
3.135%  
5.500%  
5.500%  
2.500%  
4.000%  
2.625%  
3.500%  
3.500%  
3.240%  
6.000%  
3.625%  
3.125%  
3.125%  
2.385%  
4.250%  
4.250%  
4.875%  
4.875%  
4.180%  
4.250%  
5.125%  
96  
550  
684  
208  
99  
115  
225  
448  
602  
69  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
347  
806  
Bond  
Current portion (less than one  
year)  
(1,937)  
17,315  
153  
(722)  
13,380  
103  
(1,222)  
10,136  
110  
Total TOTAL CAPITAL (a)  
Other consolidated subsidiaries  
Total  
17,584  
13,667  
11,650  
(a) TOTAL CAPITAL is a wholly-owned indirect subsidiary of TOTAL S.A. (with the exception of one share held by each member of its Board of Directors). It acts as a financing  
vehicle for the Group. Its debt securities are fully and unconditionally guaranteed by TOTAL S.A. as to payment of principal, premium, if any, interest and any other amounts due.  
TOTAL / 229  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Loan repayment schedule (excluding current portion)  
of which hedging  
instruments of Hedging instruments  
non-current  
financial debt  
(liabilities)  
of non-current Non-current financial  
financial debt debt - net of hedging  
As of December 31, 2009  
Non-current  
financial debt  
(
M)  
(assets)  
instruments  
%
2
2
2
2
2
011  
012  
013  
014  
3,857  
3,468  
3,781  
2,199  
6,132  
42  
48  
95  
6
(199)  
(191)  
(236)  
(90)  
3,658  
3,277  
3,545  
2,109  
5,823  
20%  
18%  
19%  
11%  
32%  
015 and beyond  
50  
(309)  
Total  
19,437  
241  
(1,025)  
18,412 100%  
of which hedging  
instruments of Hedging instruments  
non-current  
financial debt  
(liabilities)  
of non-current Non-current financial  
financial debt debt -net of hedging  
(assets)  
As of December 31, 2008  
Non-current  
financial debt  
(
M)  
instruments  
%
2
2
2
2
2
010  
011  
012  
013  
3,160  
3,803  
3,503  
3,430  
2,295  
170  
24  
115  
127  
4
(168)  
(145)  
(179)  
(198)  
(202)  
2,992  
3,658  
3,324  
3,232  
2,093  
20%  
24%  
22%  
21%  
13%  
014 and beyond  
Total  
16,191  
440  
(892)  
15,299 100%  
of which hedging  
instruments of Hedging instruments  
non-current  
financial debt  
(liabilities)  
of non-current Non-current financial  
financial debt debt -net of hedging  
(assets)  
As of December 31, 2007  
Non-current  
financial debt  
(
M)  
instruments  
%
2
2
2
2
2
009  
010  
011  
012  
2,137  
2,767  
3,419  
3,517  
3,036  
6
16  
123  
90  
(114)  
(207)  
(65)  
(30)  
(44)  
2,023  
2,560  
3,354  
3,487  
2,992  
14%  
18%  
23%  
24%  
21%  
013 and beyond  
134  
Total  
14,876  
369  
(460)  
14,416 100%  
Analysis by currency and interest rate  
These analyses take into account interest rate and foreign currency swaps to hedge non-current financial debt.  
As of December 31,  
(
M)  
2009  
%
2008  
%
2007  
%
U.S. Dollar  
Euro  
Other currencies  
3,962  
14,110  
340  
21%  
77%  
2%  
3,990  
10,685  
624  
26%  
70%  
4%  
4,700  
8,067  
1,649  
33%  
56%  
11%  
Total  
18,412  
100%  
15,299  
100%  
14,416  
100%  
As of December 31,  
(
M)  
2009  
%
2008  
%
2007  
%
Fixed rate  
Floating rate  
2,064  
16,348  
11%  
89%  
633  
14,666  
4%  
96%  
893  
13,523  
6%  
94%  
Total  
18,412  
100%  
15,299  
100%  
14,416  
100%  
2
30 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
B) Current financial assets and liabilities  
Current borrowings consist mainly of commercial papers or treasury bills or draws on bank loans. These instruments bear interest at rates that  
are close to market rates.  
As of December 31,  
(
M)  
2009  
2008  
2007  
(
Assets) / Liabilities  
Current financial debt  
Current portion of non-current financial debt  
4,761  
2,233  
5,586  
2,136  
2,530  
2,083  
Current borrowings  
6,994  
7,722  
4,613  
Current portion of hedging instruments of debt (liabilities)  
Other current financial instruments (liabilities)  
97  
26  
12  
146  
1
59  
Other current financial liabilities (note 28)  
123  
158  
60  
Current deposits beyond three months  
Current portion of hedging instruments of debt (assets)  
Other current financial instruments (assets)  
(55)  
(197)  
(59)  
(1)  
(100)  
(86)  
(850)  
(388)  
(26)  
Current financial assets (note 28)  
(311)  
(187)  
(1,264)  
3,409  
Current borrowings and related financial assets and liabilities, net  
6,806  
7,693  
C) Net-debt-to-equity ratio  
For its internal and external communication needs, the Group calculates a debt ratio by dividing its net financial debt by equity. Shareholders’  
equity as of December 31, 2009 is calculated after distribution of a dividend of 2.28 per share of which 1.14 per share was paid on  
November 19, 2009.  
The net-debt-to-equity ratio is calculated as follows:  
As of December 31,  
(
M)  
2009  
2008  
2007  
(
Assets) / Liabilities  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Non-current financial debt  
Hedging instruments on non-current financial debt  
Cash and cash equivalents  
6,994  
123  
(311)  
19,437  
(1,025)  
(11,662)  
7,722  
158  
(187)  
16,191  
(892)  
(12,321)  
4,613  
60  
(1,264)  
14,876  
(460)  
(5,988)  
Net financial debt  
13,556  
10,671  
11,837  
Shareholders' equity – Group share  
Estimated dividend payable  
Minority interest  
52,552  
(2,546)  
987  
48,992  
(2,540)  
958  
44,858  
(2,397)  
842  
Total shareholder's equity  
Net-debt-to-equity ratio  
50,993  
26.6%  
47,410  
22.5%  
43,303  
27.3%  
2
1) Other creditors and accrued liabilities  
As of December 31,  
(
M)  
2009  
2008  
2007  
Accruals and deferred income  
Payable to States (including taxes and duties)  
Payroll  
223  
6,024  
955  
151  
6,256  
928  
137  
7,860  
909  
Other operating liabilities  
4,706  
4,297  
3,900  
Total  
11,908  
11,632  
12,806  
As of December 31, 2009, the heading “Other operating liabilities” mainly includes 744 million related to Chesapeake acquisition (see Note 3  
to the Consolidated Financial Statements).  
TOTAL / 231  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
2
2) Lease contracts  
The Group leases real estate, retail stations, ships, and other equipments (see Note 11 to the Consolidated Financial Statements).  
The future minimum lease payments on operating and finance leases to which the Group is committed are shown as follows:  
For the year ended December 31, 2009  
Operating leases Finance leases  
(
M)  
2
2
2
2
2
2
010  
011  
012  
013  
523  
377  
299  
243  
203  
894  
42  
43  
42  
41  
39  
014  
015 and beyond  
128  
Total minimum payments  
2,539  
335  
(53)  
282  
(22)  
260  
Less financial expenses  
Nominal value of contracts  
Less current portion of finance lease contracts  
Outstanding liability of finance lease contracts  
For the year ended December 31, 2008  
(
M)  
Operating leases Finance leases  
2
2
2
2
2
2
009  
010  
011  
012  
429  
306  
243  
208  
166  
675  
47  
42  
42  
42  
40  
013  
014 and beyond  
148  
Total minimum payments  
2,027  
361  
(70)  
291  
(23)  
268  
Less financial expenses  
Nominal value of contracts  
Less current portion of finance lease contracts  
Outstanding liability of finance lease contracts  
For the year ended December 31, 2007  
(
M)  
Operating leases Finance leases  
2
2
2
2
2
2
008  
009  
010  
011  
427  
352  
291  
210  
149  
492  
50  
47  
46  
46  
47  
012  
013 and beyond  
154  
Total minimum payments  
1,921  
390  
(47)  
343  
(26)  
317  
Less financial expenses  
Nominal value of contracts  
Less current portion of finance lease contracts  
Outstanding liability of finance lease contracts  
Net rental expense incurred under operating leases for the year ended December 31, 2009 is 613 million (against 426 million in 2008 and  
383 million in 2007).  
2
32 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
2
3) Commitments and contingencies  
Maturity and installments  
As of December 31, 2009  
Less than 1  
Between 1 More than 5  
(
M)  
Total  
year and 5 years years  
Non-current debt obligations net of hedging instruments (Note 20)  
Current portion of non-current debt obligations net of hedging instruments (Note 20)  
Finance lease obligations (Note 22)  
18,152  
2,111  
282  
2,111  
22  
12,443  
5,709  
114  
4,262  
146  
972  
Asset retirement obligations (Note 19)  
5,469  
235  
Contractual obligations recorded in the balance sheet  
26,014  
2,368  
13,561  
10,085  
Operating lease obligations (Note 22)  
Purchase obligations  
2,539  
49,808  
523  
4,542  
1,122  
9,919  
894  
35,347  
Contractual obligations not recorded in the balance sheet  
Total of contractual obligations  
52,347  
78,361  
5,065  
7,433  
11,041  
24,602  
36,241  
46,326  
Guarantees given for excise taxes  
Guarantees given against borrowings  
Indemnities related to sales of businesses  
Guarantees of current liabilities  
Guarantees to customers / suppliers  
Letters of credit  
1,765  
2,882  
36  
1,617  
1,383  
69  
709  
1
38  
70  
2
79  
790  
35  
5
783  
12  
203  
160  
2,770  
1,499  
765  
1,917  
1,485  
582  
Other operating commitments  
103  
80  
Total of other commitments given  
9,920  
7,144  
992  
1,784  
Mortgages and liens received  
Other commitments received  
330  
5,637  
5
106  
481  
219  
1,969  
3,187  
Total of commitments received  
5,967  
3,192  
587  
2,188  
Maturity and installments  
As of December 31, 2008  
Less than 1  
Between 1 More than 5  
years  
(
M)  
Total  
year and 5 years  
Non-current debt obligations net of hedging instruments (Note 20)  
Current portion of non-current debt obligations net of hedging instruments (Note 20)  
Finance lease obligations (Note 22)  
15,031  
2,025  
291  
2,025  
23  
13,064  
1,967  
126  
3,693  
142  
653  
Asset retirement obligations (Note 19)  
4,500  
154  
Contractual obligations recorded in the balance sheet  
21,847  
2,202  
13,859  
5,786  
Operating lease obligations (Note 22)  
2,027  
429  
923  
675  
Purchase obligations  
60,226  
4,420  
13,127  
42,679  
Contractual obligations not recorded in the balance sheet  
Total of contractual obligations  
62,253  
84,100  
4,849  
7,051  
14,050  
27,909  
43,354  
49,140  
Guarantees given for excise taxes  
Guarantees given against borrowings  
Indemnities related to sales of businesses  
Guarantees of current liabilities  
Guarantees to customers / suppliers  
Letters of credit  
1,720  
2,870  
39  
1,590  
1,119  
3
119  
68  
58  
519  
1
164  
148  
17  
72  
1,232  
35  
32  
2,650  
39  
315  
2,866  
1,080  
648  
1,024  
246  
Other operating commitments  
132  
270  
Total of other commitments given  
9,538  
4,169  
1,039  
4,330  
Mortgages and liens received  
Other commitments received  
321  
4,218  
72  
2,440  
110  
234  
139  
1,544  
Total of commitments received  
4,539  
2,512  
344  
1,683  
TOTAL / 233  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Maturity and installments  
As of December 31, 2007  
Less than 1 Between 1 More than 5  
year and 5 years years  
(
M)  
Total  
Non-current debt obligations net of hedging instruments (Note 20)  
Current portion of non-current debt obligations net of hedging instruments (Note 20)  
Finance lease obligations (Note 22)  
14,099  
1,669  
343  
1,669  
26  
11,251  
2,848  
144  
3,514  
173  
503  
Asset retirement obligations (Note 19)  
4,206  
189  
Contractual obligations recorded in the balance sheet  
20,317  
1,884  
11,927  
6,506  
Operating lease obligations (Note 22)  
1,921  
427  
1,002  
492  
Purchase obligations  
61,794  
3,210  
15,419  
43,165  
Contractual obligations not recorded in the balance sheet  
Total of contractual obligations  
63,715  
84,032  
3,637  
5,521  
16,421  
28,348  
43,657  
50,163  
Guarantees given for excise taxes  
Guarantees given against borrowings  
Indemnities related to sales of businesses  
Guarantees of current liabilities  
Guarantees to customers / suppliers  
Letters of credit  
1,796  
781  
590  
9
16  
23  
58  
624  
3
48  
6
1,148  
148  
37  
33  
1,168  
40  
97  
1,197  
1,677  
1,280  
1,677  
207  
151  
Other operating commitments  
922  
Total of other commitments given  
6,868  
2,522  
890  
3,456  
Mortgages and liens received  
Other commitments received  
353  
3,887  
7
69  
377  
277  
729  
2,781  
Total of commitments received  
4,240  
2,788  
446  
1,006  
A) Contractual obligations  
Debt obligations  
 Purchase obligations  
Purchase obligations are obligations under contractual agreements  
to purchase goods or services, including capital projects. These  
obligations are enforceable and legally binding on the company and  
specify all significant terms, including the amount and the timing of  
the payments. These obligations mainly include: hydrocarbon  
unconditional purchase contracts (except where an active, highly-  
liquid market exists and when the hydrocarbons are expected to be  
re-sold shortly after purchase), reservation of transport capacities in  
pipelines, unconditional exploration works and development works  
in the Upstream segment, and contracts for capital investment  
projects in the Downstream segment.  
Non-current debt obligations” are included in the items “Non-  
current financial debt” and “Hedging instruments of non-current  
financial debt” of the Consolidated Balance Sheet. It includes the  
non-current portion of swaps hedging bonds, and excludes  
non-current finance lease obligations of 260 million.  
The current portion of non-current debt is included in the items  
Current borrowings”, “Current financial assets” and “Other current  
financial liabilities” of the Consolidated Balance Sheet. It includes  
the current portion of swaps hedging bonds, and excludes the  
current portion of finance lease obligations of 22 million.  
B) Other commitments given  
Guarantees given for excise taxes  
The information regarding contractual obligations linked to  
indebtedness is presented in Note 20 to the Consolidated Financial  
Statements.  
They consist of guarantees given to other oil and gas companies in  
order to comply with French tax authorities’ requirements for oil and  
gas imports in France. A payment would be triggered by a failure of  
the guaranteed party with respect to the French tax authorities. The  
default of the guaranteed parties is however considered to be highly  
remote by the Group.  
Lease contracts  
The information regarding operating and finance leases is  
presented in Note 22 to the Consolidated Financial Statements.  
 Guarantees given against borrowings  
The Group guarantees bank debt and finance lease obligations of  
certain non-consolidated subsidiaries and equity affiliates. Maturity  
dates vary, and guarantees will terminate on payment and/or  
cancellation of the obligation. A payment would be triggered by  
failure of the guaranteed party to fulfill its obligation covered by the  
guarantee, and no assets are held as collateral for these  
guarantees. As of December 31, 2009, the maturities of these  
guarantees are up to 2023.  
Asset retirement obligations  
This item represents the discounted present value of Upstream  
asset retirement obligations, primarily asset removal costs at the  
completion date. The information regarding contractual obligations  
linked to asset retirement obligations is presented in Notes 1Q and  
1
9 to the Consolidated Financial Statements.  
2
34 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
Indemnities related to sales of businesses  
 Other guarantees given  
In the ordinary course of business, the Group executes contracts  
involving standard indemnities in oil industry and indemnities  
specific to transactions such as sales of businesses. These  
indemnities might include claims against any of the following:  
environmental, tax and shareholder matters, intellectual property  
rights, governmental regulations and employment-related matters,  
dealer, supplier, and other commercial contractual relationships.  
Performance under these indemnities would generally be triggered  
by a breach of terms of the contract or by a third party claim. The  
Group regularly evaluates the probability of having to incur costs  
associated with these indemnities.  
Non-consolidated subsidiaries  
The Group also guarantees the current liabilities of certain  
non-consolidated subsidiaries. Performance under these  
guarantees would be triggered by a financial default of the entity.  
 Operating agreements  
As part of normal ongoing business operations and consistent with  
generally and accepted recognized industry practices, the Group  
enters into numerous agreements with other parties. These  
commitments are often entered into for commercial purposes, for  
regulatory purposes or for other operating agreements.  
The guarantees related to antitrust investigations granted as part of  
the agreement relating to the spin-off of Arkema are described in  
Note 32 to the Consolidated Financial Statements.  
2
4) Related parties  
The main transactions and balances with related parties (principally non-consolidated subsidiaries and equity affiliates) are detailed as follows:  
As of December 31,  
(
M)  
2009  
2008  
2007  
Balance sheet  
Receivables  
Debtors and other debtors  
Loans (excl. loans to equity affiliates)  
Payables  
293  
438  
244  
354  
277  
378  
Creditors and other creditors  
Debts  
386  
42  
136  
50  
460  
28  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Statement of income  
Sales  
Purchases  
Financial expense  
Financial income  
2,183  
2,958  
1
3,082  
4,061  
2,635  
3,274  
68  
114  
29  
Compensation for the administration and management bodies  
The aggregate amount paid directly or indirectly by the French and foreign affiliates of the Company as compensation to the executive officers  
of TOTAL (the members of the Management Committee and the Treasury) and to the members of the Board of Directors who are employees of  
the Group, is detailed as follows:  
For the year ended December 31,  
(
M)  
2009  
27  
2008  
30  
2007  
30  
Number of people  
Direct or indirect compensation  
19.4  
11.2  
10.6  
20.4  
16.6  
11.9  
19.9  
18.4  
12.2  
(a)  
Share-based payments expense (IFRS 2)  
(
b)  
Pension expenses  
(
a) Share-based payments expense computed for the executive officers and the members of the Board of Directors who are employees of the Group as described in Note 25  
paragraph E to the Consolidated Financial Statements and based on the principles of IFRS 2 “Share-based payments described in Note 1 paragraph E to the Consolidated  
Financial Statements.  
(
b) The benefits provided for executive officers and certain members of the Board of Directors, employees and former employees of the Group, include severance to be paid on  
retirement, supplementary pension schemes and insurance plans, which represent 96.6 million provisioned as of December 31, 2009, against 98.0 million as of  
December 31, 2008 and 102.9 million as of December 31, 2007.  
TOTAL / 235  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
2
5) Share-based payments  
A) TOTAL share subscription option plans  
Weighted  
Average  
Exercise  
Price  
Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008 Plan 2009  
Total  
Date of the shareholders' meeting  
05/17/2001 05/14/2004 05/14/2004 05/14/2004 05/11/2007 05/11/2007 05/11/2007  
07/16/2003 07/20/2004 07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009  
(
a)  
Date of the award  
Exercise price until May 23, 2006  
(
b)  
included  
33.30  
32.84  
39.85  
39.30  
49.73  
49.04  
Exercise price since May 24, 2006 (  
Expiry date  
b)  
50.60  
60.10  
42.90  
39.90  
07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017  
Number of options (c)  
Existing options as of January 1, 2007 10,608,590 13,430,372 6,275,757 5,726,160  
– 36,040,879  
40.89  
Granted  
Cancelled  
Exercised  
(11,524)  
(20,795)  
(13,180)  
(1,920)  
5,937,230  
(17,125)  
5,937,230  
(84,060)  
60.10  
44.94  
33.55  
(22,138)  
(2,218,074) (213,043)  
(20,093)  
– (2,453,832)  
Existing options as of January 1, 2008 8,368,378 13,197,236 6,243,438 5,711,060 5,920,105  
– 39,440,217  
44.23  
Granted  
Cancelled  
Exercised  
(34,032)  
(17,702)  
(53,304)  
(6,700)  
(34,660)  
4,449,810  
(6,000)  
4,449,810  
(271,320)  
42.90  
44.88  
34.89  
(25,184) (118,140)  
(841,846) (311,919)  
– (1,178,167)  
Existing options as of January 1, 2009 7,501,348 12,767,177 6,191,704 5,651,056 5,885,445 4,443,810  
– 42,440,540  
44.35  
Granted  
Cancelled  
Exercised  
(6,264)  
(5,370)  
(13,780)  
(2,180)  
4,387,620 4,387,620  
39.90  
45.04  
34.59  
(8,020)  
(681,699) (253,081)  
(18,387)  
(10,610)  
(64,611)  
(934,780)  
Existing options as of  
December 31, 2009  
6,811,629 12,495,709 6,185,440 5,645,686 5,871,665 4,441,630 4,377,010 45,828,769  
44.12  
(
(
a) The grant date corresponds to the date of the Board of Directors meeting that awarded the options, except for the options awarded by the Board of Directors at their  
meeting of September 9, 2008, and granted on October 9, 2008.  
b) Exercise price in euro. The exercise prices of TOTAL subscription shares of the plans in force at that date were multiplied by 0.25 to take into account the four-for-one stock  
split on May 18, 2006. Moreover, following the spin-off of Arkema, the exercise prices of TOTAL subscription shares of these plans were multiplied by an adjustment factor  
equal to 0.986147 with effect as of May 24, 2006.  
(
c) The number of options awarded, outstanding, cancelled or exercised before May 23, 2006 included, was multiplied by four to reflect the four-for-one stock split approved by  
the shareholders’ meeting on May 12, 2006.  
2
36 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
The options, subject to a continued employment condition, are  
exercisable only after a 2-year period from the date of the Board  
meeting awarding the options and must be exercised within eight  
years from this date. Underlying shares may not be sold for four  
years from the date of grant. For the options of the 2007, 2008 and  
consolidated accounts published by TOTAL for fiscal years 2009  
and 2010. The acquisition rates equal to zero if the average ROE  
is less than or equal to 7%; varies on a straight-line basis  
between 0% and 100% if the average ROE is greater than 7%  
and less than 18%; and is equal to 100% if the average ROE is  
greater than or equal to 18%.  
2
009 Plans, beneficiaries working for a non-French subsidiary as of  
the grant date are authorized to transfer the shares issued upon  
exercise of options starting after a 2-year period from the grant  
date.  
o For the other 50% of the options granted, the performance  
condition states that the number of options finally granted is  
based on the average of the Return On Average Capital Employed  
(
ROACE) of the Group. The average ROACE is calculated based  
on the consolidated accounts published by TOTAL for fiscal years  
009 and 2010. The acquisition rate is equal to zero if the average  
The continued employment condition states that the termination of  
the employment contract will result in the employee losing the right  
to exercise the options.  
2
ROACE is less than or equal to 6%; varies on a straight-line basis  
between 0% and 100% if the average ROACE is greater than 6%  
and less than 15%; and is equal to 100% if the average ROACE is  
greater than or equal to 15%.  
For the 2009 Plan, the Board of Directors decided that for each  
beneficiary other than the CEO of more than 25,000 stock options,  
one third of the options in excess of this number finally awarded  
following the 2-year vesting period will be subject to a performance  
condition. This condition is based on the average of the Return On  
Equity (ROE) of the Group. The average ROE is calculated based on  
the consolidated accounts published by TOTAL for fiscal years  
For the 2007 and 2008 Plans, the Board of Directors decided that  
for each beneficiary of more than 25,000 stock options, one third of  
the options in excess of this number finally awarded following the  
2
-year vesting period will be subject to a performance condition.  
2
009 and 2010. The acquisition rate:  
This condition states that the number of subscription options finally  
granted is based on the ROE of the Group. The ROE is calculated  
based on the consolidated accounts published by TOTAL for the  
fiscal year preceding the final grant. The acquisition rate:  
o is equal to zero if the average ROE is less than or equal to 7%;  
o varies on straight-line basis between 0% and 100% if the average  
ROE is greater than 7% and less than 18%; and  
o is equal to zero if the ROE is less than or equal to 10%;  
o is equal to 100% if the average ROE is greater than or equal to  
o varies on a straight-line basis between 0% and 80% if the ROE is  
greater than 10% and less than 18%;  
1
8%.  
Furthermore, the Board of Directors decided that the number of  
options awarded to the CEO is subject to two performance  
conditions:  
o varies on a straight-line basis between 80% and 100% if the ROE  
is greater than or equal to 18% and less than 30%; and  
o is equal to 100% if the ROE is greater than or equal to 30%.  
o For 50% of the options granted, the performance condition states  
that the number of options finally granted is based on the average  
ROE of the Group. The average ROE is calculated based on the  
For the 2007 Plan, the acquisition rate of the options, linked to the  
performance condition, amounted to 100%.  
TOTAL / 237  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
B) TOTAL share purchase option plans  
Weighted Average  
Exercise Price  
1
999 Plan (a) 2000 Plan (b) 2001 Plan (c) 2002 Plan (d)  
Total  
Date of the shareholders' meeting  
Date of the award  
Exercise price until May 23, 2006 included  
Exercise price since May 24, 2006 (  
Expiry date  
05/21/1997  
06/15/1999  
28.25  
27.86  
06/15/2007  
05/21/1997  
07/11/2000  
40.68  
40.11  
07/11/2008  
05/17/2001  
07/10/2001  
42.05  
41.47  
07/10/2009  
05/17/2001  
07/09/2002  
39.58  
39.03  
07/09/2010  
(
e)  
(f)  
f)  
Number of options (g)  
Existing options as of January 1, 2007  
1,370,424  
4,928,505  
6,861,285  
9,280,716  
22,440,930  
39.33  
Granted  
Cancelled  
Exercised  
(138,023)  
(1,232,401)  
(3,452)  
(1,782,865)  
(7,316)  
(1,703,711)  
(7,104)  
(2,210,429)  
(155,895)  
(6,929,406)  
29.28  
37.92  
Existing options as of January 1, 2008  
3,142,188  
5,150,258  
7,063,183  
15,355,629  
40.07  
Granted  
Cancelled  
Exercised  
(480,475)  
(2,661,713)  
(3,652)  
(455,180)  
(13,392)  
(598,934)  
(497,519)  
(3,715,827)  
40.09  
40.10  
Existing options as of January 1, 2009  
4,691,426  
6,450,857  
11,142,283  
40.06  
Granted  
Cancelled  
Exercised  
(4,650,446)  
(40,980)  
(7,920)  
(507,676)  
(4,658,366)  
(548,656)  
41.47  
39.21  
Existing options as of December 31, 2009  
5,935,261  
5,935,261  
39.03  
(
a) The options, subject to a continued employment condition, were exercisable only after a 5-year period from the date of the Board meeting awarding the options and had to  
be exercised within eight years from the grant date. This plan expired on June 15, 2007.  
(
b) The options, subject to a continued employment condition, were exercisable only after a 4-year period from the date of the Board meeting awarding the options and had to  
be exercised within eight years from the grant date. The shares arising from the exercise of options may not be sold for five years from the grant date. This plan expired on  
July 11, 2008.  
(
c) The options, subject to a continued employment condition, were exercisable only after a 3.5-year period from the date of the Board meeting awarding the options and had to  
be exercised within eight years from the grant date. The shares arising from the exercise of options may not be sold for four years from the grant date. This plan expired on  
July 10, 2009.  
(
d) The options, subject to a continued employment condition, are exercisable only after a 2-year period from the date of the Board meeting awarding the options and must be  
exercised within eight years from the grant date. Underlying shares may not be sold for four years from the grant date.  
e) The date of award is the date of the Board of Directors meeting that awarded the options.  
f) Exercise price in euro. The exercise prices of TOTAL share purchase options of the plans at that date were multiplied by 0.25 to take into account the four-for-one stock split  
on May 18, 2006. Moreover, following the spin-off of Arkema, the exercise prices of TOTAL share purchase options of these plans were multiplied by an adjustment factor  
equal to 0.986147 with effect as of May 24, 2006.  
(
(
(
g) The number of options awarded, outstanding, cancelled or exercised before May 23, 2006 included, was multiplied by four to reflect the four-for-one stock split approved by  
the shareholders’ meeting on May 12, 2006.  
C) Exchange guarantee granted to the holders of Elf Aquitaine share subscription options  
Pursuant to the public exchange offer for Elf Aquitaine shares which  
was made in 1999, the Group made a commitment to guarantee the  
holders of Elf Aquitaine share subscription options, at the end of the  
period referred to in Article 163 bis C of the French Tax Code (CGI),  
and until the end of the period for the exercise of the options, the  
possibility to exchange their future Elf Aquitaine shares for TOTAL  
shares, on the basis of the exchange ratio of the offer (nineteen  
TOTAL shares for thirteen Elf Aquitaine shares).  
S.A. shareholders”). Following the approval by Elf Aquitaine  
shareholders’ meeting on May 10, 2006 of the spin-off of S.D.A. by  
Elf Aquitaine, the approval by TOTAL S.A. shareholders’ meeting on  
May 12, 2006 of the spin-off of Arkema by TOTAL S.A. and the  
four-for-one TOTAL stock split, the exchange ratio was adjusted to  
six TOTAL shares for one Elf Aquitaine share on May 22, 2006.  
During 2009, 75,699 options were exercised and 80,005 Elf  
Aquitaine shares were exchanged based on the exchange ratio of  
six TOTAL shares for one Elf Aquitaine share as adjusted on  
May 22, 2006.  
In order to take into account the spin-off of S.D.A. (Société de  
Développement Arkema) by Elf Aquitaine, the spin-off of Arkema by  
TOTAL S.A. and the four-for-one TOTAL stock split, the Board of  
Directors of TOTAL S.A., in accordance with the terms of the share  
exchange undertaking, approved on March 14, 2006 to adjust the  
exchange ratio described above (see pages 24 and 25 of the  
As of December 31, 2009, this exchange guarantee is not in effect  
and all Elf Aquitaine subscription plans have expired. Therefore, no  
Elf Aquitaine shares are covered by the exchange guarantee.  
Prospectus for the purpose of listing Arkema shares on Euronext  
Paris in connection with the allocation of Arkema shares to TOTAL  
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10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
Weighted-average  
Elf Aquitaine subscription plan (a)  
1999 Plan n°1 1999 Plan n°2  
Total  
exercise price  
(b)  
(b)  
Exercise price until May 23, 2006 included  
Exercise price since May 24, 2006 (  
Expiration date  
115.60  
114.76  
03/30/2009  
171.60  
170.36  
09/12/2009  
b)  
Outstanding position as of January 1, 2009  
90,342  
6,044  
96,386  
118.25  
Outstanding Elf Aquitaine shares covered by the exchange guarantee as of  
January 1, 2009  
5,295  
69,655  
73,961  
6,044  
6,044  
5,295  
75,699  
80,005  
Number of options exercised in 2009  
Number of shares exchanged in 2009  
Outstanding position as of December 31, 2009  
119.20  
Total of Elf Aquitaine shares, either outstanding or to be created, covered by  
the exchange guarantee for TOTAL shares as of December 31, 2009  
TOTAL shares likely to be created within the scope of the application of  
the exchange guarantee as of December 31, 2009  
(
(
a) Adjustments of the number of options approved by the Board of Directors of Elf Aquitaine on March 10, 2006 in application of articles 174-9, 174-12 and 174-13 of the  
decree No. 67-236 of March 23, 1967 in force on March 10, 2006 and during Elf Aquitaine shareholders meeting on May 10, 2006, as part of the spin-off of SDA. These  
adjustments have been made on May 22, 2006 with effect as of May 24, 2006.  
b) Exercise price in euro. To take into account the spin-off of S.D.A., the exercise prices of Elf Aquitaine share subscription options were multiplied by an adjustment factor  
equal to 0.992769 with effect on May 24, 2006.  
D) TOTAL restricted share grants  
2
005 Plan (a)  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
Total  
Date of the shareholders' meeting  
Date of the award  
Date of the final award (end of the vesting period)  
Transfer authorized as from  
05/17/2005 05/17/2005 05/17/2005 05/16/2008  
07/19/2005 07/18/2006 07/17/2007 10/09/2008  
07/20/2007 07/19/2008 07/18/2009 10/10/2010  
07/20/2009 07/19/2010 07/18/2011 10/10/2012  
05/16/2008  
09/15/2009  
09/16/2011  
09/16/2013  
(
b)  
Number of restricted shares  
Outstanding as of January 1, 2007  
2,267,096  
2,272,296  
4,539,392  
Notified  
Cancelled  
Finally granted  
(38,088)  
(2,229,008)  
(6,212)  
(2,128)  
2,366,365  
(2,020)  
2,366,365  
(46,320)  
(2,232,424)  
(
c)  
(1,288)  
Outstanding as of January 1, 2008  
2,263,956  
2,363,057  
4,627,013  
Notified  
Cancelled  
Finally granted  
(29,504)  
(336)  
2,791,968  
(19,220)  
2,791,968  
(89,706)  
(2,223,310)  
(
d)  
2,840  
(2,840) (2,220,134)  
(43,822)  
(
c) (d)  
Outstanding as of January 1, 2009  
2,333,217  
2,772,748  
5,105,965  
Notified  
Cancelled  
Finally granted  
1,928  
(1,928)  
(9,672)  
(600)  
2,972,018  
(5,982)  
2,972,018  
(23,222)  
(2,326,249)  
2,922  
(2,922) (2,320,799)  
(12,418)  
(
c) (d)  
Outstanding as of December 31, 2009  
2,762,476  
2,966,036  
5,728,512  
(
(
a) The number of restricted shares was multiplied by four on May 18, 2006, to take into account the four-for-one stock split approved by the shareholders’ meeting.  
b) The grant date corresponds to the date of the Board of Directors meeting that awarded the options, except for the options awarded by the Board of Directors at their  
meeting of September 9, 2008, and granted on October 9, 2008.  
(
(
c) Restricted shares finally granted following the death of their beneficiaries (2005, 2006 and 2007 Plans for fiscal year 2007, 2007 Plan for fiscal year 2008, 2008 Plan for fiscal  
year 2009).  
d) For the 2005 Plan and 2006 Plan: final restricted share grants for which entitlement right had been cancelled erroneously.  
TOTAL / 239  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
The grant of restricted shares, which are bought back by the  
Company on the market, becomes final after a 2-year vesting  
period (acquisition of the right to restricted shares). The final grant  
of these shares is subject to a continued employment condition and  
a performance condition. Moreover, the transfer of the restricted  
shares, that were definitely granted, will not be permitted between  
the date of final grant and the end of a two-year mandatory holding  
period.  
o varies on a straight-line basis between 80% and 100% if the ROE  
is greater than or equal to 18% and less than 30%; and  
o is equal to 100% if the ROE is more than or equal to 30%.  
For the 2005, 2006 and 2007 Plans, the acquisition rate of the  
granted shares, linked to the performance condition, amounted to  
100%.  
The continued employment condition states that the termination of  
the employment contract during the vesting period will also  
terminate the grantee’s right to a restricted share grant.  
E) Share-based payment expense  
Share-based payment expense before tax for the year 2009  
amounts to 106 million and can be broken down as follows:  
For the 2009 Plan, the performance condition approved by the  
Board of Directors states that the half of the number of restricted  
shares finally granted above 100 shares is based on the average  
ROE of the Group. The average ROE is calculated based on the  
consolidated accounts published by TOTAL for fiscal years 2009  
and 2010. The acquisition rate:  
o 38 million for TOTAL share subscription plans; and  
o 68 million for TOTAL restricted shares plans.  
Share-based payment expense before tax for the year 2008  
amounted to 154 million and can be broken down as follows:  
o is equal to zero if the average ROE is less than or equal to 7%;  
o 61 million for TOTAL share subscription plans;  
o 105 million for TOTAL restricted shares plans; and  
o varies on a straight-line basis between 0% and 100% if the  
average ROE is greater than 7% and less than 18%; and  
o (12) million for the adjustment to the expense booked in 2007  
related to TOTAL capital increase reserved for employees (see  
Note 17 to the Consolidated Financial Statements).  
o is equal to 100% if the average ROE is greater than or equal to  
1
8%.  
For the 2007 and 2008 Plans, the performance condition approved  
by the Board of Directors states that the number of restricted  
shares finally granted is based on the ROE of the Group. The ROE  
is calculated based on the consolidated accounts published by  
TOTAL for the fiscal year preceding the final grant. This acquisition  
rate:  
Share-based payment expense before tax for the year 2007  
amounted to 196 million and can be broken down as follows:  
o 65 million for TOTAL share subscription plans;  
o 109 million for TOTAL restricted shares plans; and  
o 22 million for TOTAL capital increase reserved for employees  
o is equal to zero if the ROE is less than or equal to 10%;  
(see Note 17 to the Consolidated Financial Statements).  
o varies on a straight-line basis between 0% and 80% if the ROE is  
greater than 10% and less than 18%;  
The fair value of the options granted in 2009, 2008 and 2007 has been measured according to the Black-Scholes method and based on the  
following assumptions:  
For the year ended December 31,  
2009  
2008  
2007  
(
a)  
Risk free interest rate (%)  
2.9  
4.8  
31.0  
2
4.3  
8.4  
32.7  
2
4.9  
3.9  
25.3  
2
(
b)  
Expected dividends (%)  
(
c)  
Expected volatility (%)  
Vesting period (years)  
Exercise period (years)  
8
8
8
Fair value of the granted options ( per option)  
8.4  
5.0  
13.9  
(
(
(
a) Zero coupon Euro swap rate at 6 years.  
b) The expected dividends are based on the price of TOTAL share derivatives traded on the markets.  
c) The expected volatility is based on the implied volatility of TOTAL share options and of share indices options traded on the markets.  
2
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10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
The cost of capital increases reserved for employees is reduced to take into account the nontransferability of the shares that could be  
subscribed by the employees over a period of five years. The valuation method of nontransferability of the shares is based on a strategy cost  
in two steps consisting, first, in a five years forward sale of the nontransferable shares, and second, in purchasing the same number of shares  
in cash with a loan financing reimbursable “in fine”. During the year 2007, the main assumptions used for the valuation of the cost of capital  
increase reserved for employees were the following:  
For the year ended December 31,  
2007  
Date of the Board of Directors meeting that decided the issue  
Subscription price ()  
Share price at the date of the Board meeting ()  
November 6, 2007  
44.4  
54.6  
10.6  
4.1  
(
a)  
Number of shares (in millions)  
Risk free interest rate (%) (  
b)  
Employees loan financing rate (%) (  
c)  
7.5  
Non transferability cost (% of the share price at the date of the Board meeting)  
Expense amount ( per share)  
14.9  
2.1  
(
a) The estimated expense as of December 31, 2007 was based on a subscription of the capital increase reserved for employees for 10.6 million shares. The subscription was  
opened from March 10 to 28, 2008 included, leading to the creation of 4,870,386 TOTAL shares in 2008 (see Note 17 to the Consolidated Financial Statements).  
b) The risk-free interest rate is based on the French Treasury bonds rate for the appropriate maturity.  
(
(
c) The employees loan financing rate is based on a 5 year consumer’s credit rate.  
2
6) Payroll and staff  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Personnel expenses (a)  
Wages and salaries (including social charges)  
6,177  
6,014  
6,058  
Group employees (a)  
France  
o Management  
o Other  
10,906  
25,501  
10,688  
26,413  
10,517  
26,779  
International  
o Management  
o Other  
15,243  
44,737  
14,709  
45,149  
14,225  
44,921  
Total  
96,387  
96,959  
96,442  
(
a) Number of employees and personnel expenses of fully consolidated subsidiaries.  
2
7) Statement of cash flows  
A) Cash flow from operating activities  
The following table gives additional information on cash paid or received in the cash flow from operating activities:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Interests paid  
(678)  
148  
(6,202)  
1,456  
(958)  
505  
(10,631)  
1,590  
(1,680)  
1,277  
(9,687)  
1,109  
Interests received  
Income tax paid  
Dividends received  
Changes in working capital are detailed as follows:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Inventories  
(4,217)  
(344)  
1,505  
571  
4,020  
3,222  
(982)  
(3,056)  
(633)  
(2,706)  
(2,963)  
(1,341)  
4,508  
Accounts receivable  
Other current assets  
Accounts payable  
Other creditors and accrued liabilities  
(831)  
1,026  
Net amount  
(3,316)  
2,571  
(1,476)  
TOTAL / 241  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
B) Cash flow used in financing activities  
Changes in non-current financial debt are detailed in the following table under a net value due to the high number of multiple drawings:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Issuance of non-current debt  
Repayment of non-current debt  
6,309  
(787)  
5,513  
(2,504)  
3,313  
(93)  
Net amount  
5,522  
3,009  
3,220  
C) Cash and cash equivalents  
Cash and cash equivalents are detailed as follows:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Cash  
Cash equivalents  
2,448  
9,214  
1,836  
10,485  
1,930  
4,058  
Total  
11,662  
12,321  
5,988  
Cash equivalents are mainly composed of deposits less than three months deposited in government institutions or deposit banks selected in  
accordance with strict criteria.  
2
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10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
2
8) Financial assets and liabilities analysis per instruments class and strategy  
The financial assets and liabilities disclosed on the face of the balance sheet are detailed as follows:  
Other  
financial  
instruments  
Fair  
value  
Financial instruments related to financing and trading activities  
Total  
Amortized  
cost  
Fair  
value  
As of December 31, 2009  
M)  
(
Hedging of  
financial Cash flow  
Net investment  
hedge  
Available Held for Financial  
for sale ( trading  
a)  
debt  
(b)  
debt  
hedge  
and other  
Assets/(Liabilities)  
Equity affiliates: loans  
Other investments  
Hedging instruments of non-current  
financial debt  
Other non-current assets  
Accounts receivable, net  
Other operating receivables  
Current financial assets  
Cash and cash equivalents  
2,367  
1,284  
2,367  
1,162  
2,367  
1,162  
1,162  
889  
136  
1,025  
1,284  
15,719 15,719  
5,145  
311  
11,662 11,662  
38,675 38,675  
89,078  
1,025  
1,284  
15,719  
4,116  
1,029  
53  
5,145  
311  
55  
197  
6
11,662  
Total financial assets  
Total non-financial assets  
Total assets  
3,706  
1,162  
1,082  
1,086  
136  
6
31,497  
127,753  
Non-current financial debt  
Accounts payable  
Other operating liabilities  
Current borrowings  
(389)  
(18,807)  
(2,145)  
(241)  
(19,437) (19,437)  
(15,383) (15,383)  
(4,706) (4,706)  
(6,994) (6,994)  
(15,383)  
(3,783)  
(923)  
(25)  
(4,849)  
Other current financial liabilities  
(97)  
(1)  
(123)  
(123)  
Total financial liabilities  
Total non-financial liabilities  
Total liabilities  
(5,238)  
(948) (20,952)  
(338)  
(1)  
(19,166)  
(46,643) (46,643)  
(81,110)  
(127,753)  
(
(
a) Financial assets available for sale are measured at their fair value except for unlisted securities (see Note 1 paragraph M(ii) and Note 13 to the Consolidated Financial  
Statements).  
b) The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (see Note 1 paragraph M(iii) to the Consolidated Financial  
Statements)  
TOTAL / 243  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Other  
financial  
Fair  
value  
Financial instruments related to financing and trading activities  
instruments  
Total  
Amortized  
cost  
Fair  
value  
As of December 31, 2008  
M)  
(
Hedging of  
Net investment  
hedge  
Available Held for Financial  
financial Cash flow  
for sale ( trading  
a)  
debt  
(b)  
debt  
hedge  
and other  
Assets/(Liabilities)  
Equity affiliates: loans  
Other investments  
Hedging instruments of non-current  
financial debt  
Other non-current assets  
Accounts receivable, net  
Other operating receivables  
Current financial assets  
Cash and cash equivalents  
2,005  
1,403  
2,005  
1,165  
2,005  
1,165  
1,165  
892  
892  
1,403  
15,287 15,287  
6,208  
187  
12,321 12,321  
39,468 39,468  
78,842  
892  
1,403  
1,664  
86  
15,287  
4,544  
6,208  
187  
1
100  
12,321  
Total financial assets  
Total non-financial assets  
Total assets  
3,409  
1,165  
1,750  
992  
32,152  
118,310  
Non-current financial debt  
Accounts payable  
Other operating liabilities  
Current borrowings  
(414)  
(15,337)  
(2,001)  
(440)  
(16,191) (16,191)  
(14,815) (14,815) (14,815)  
(1,033)  
(3,264)  
(4,297) (4,297)  
(7,722) (7,722)  
(5,721)  
Other current financial liabilities  
(146)  
(12)  
(158)  
(158)  
Total financial liabilities  
Total non-financial liabilities  
Total liabilities  
(6,135)  
(1,179) (17,338)  
(452)  
(18,079) (43,183) (43,183)  
(75,127)  
(118,310)  
(
(
a) Financial assets available for sale are measured at their fair value except for unlisted securities (see Note 1 paragraph M(ii) and Note 13 to the Consolidated Financial  
Statements).  
b) The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (see Note 1 paragraph M(iii) to the Consolidated Financial  
Statements).  
2
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10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
Other  
financial  
Fair  
value  
Financial instruments related to financing and trading activities  
instruments  
Total  
Amortized  
cost  
Fair  
value  
As of December 31, 2007  
M)  
(
Hedging of  
Net investment  
financial Cash flow hedge and  
hedge other  
Available Held for Financial  
for sale ( trading  
a)  
debt  
(b)  
debt  
Assets/(Liabilities)  
Equity affiliates: loans  
Other investments  
Hedging instruments of non-current  
financial debt  
Other non-current assets  
Accounts receivable, net  
Other operating receivables  
Current financial assets  
Cash and cash equivalents  
2,575  
851  
2,575  
1,291  
2,575  
1,291  
1,291  
460  
460  
851  
460  
851  
464  
519  
12  
18,665  
3,911  
19,129 19,129  
4,430  
1,264  
5,988  
4,430  
1,264  
5,988  
850  
388  
14  
5,988  
Total financial assets  
Total non-financial assets  
Total assets  
4,276  
1,291  
995  
848  
14  
28,564  
35,988 35,988  
77,553  
113,541  
Non-current financial debt  
Accounts payable  
Other operating liabilities  
Current borrowings  
(532)  
(13,975)  
(1,958)  
(369)  
(14,876) (14,876)  
(17,940) (18,183) (18,183)  
(243)  
(490)  
(3,410)  
(3,900) (3,900)  
(4,613) (4,613)  
(2,655)  
Other current financial liabilities  
(59)  
(1)  
(60)  
(60)  
Total financial liabilities  
Total non-financial liabilities  
Total liabilities  
(3,187)  
(792) (15,933)  
(370)  
(21,350) (41,632) (41,632)  
(71,909)  
(113,541)  
(
(
a) Financial assets available for sale are measured at their fair value except for unlisted securities (see Note 1 paragraph M(ii) and Note 13 to the Consolidated Financial  
Statements).  
b) The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (see Note 1 paragraph M(iii) to the Consolidated Financial  
Statements).  
2
9) Fair value of financial instruments (excluding commodity contracts)  
A) Impact on the statement of income per nature of financial instruments  
Operating assets and liabilities  
The impact on the statement of income is detailed as follows:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Assets available for sale (investments):  
dividend income on non-consolidated subsidiaries  
gains (losses) on disposal of assets  
other  
210  
6
(18)  
41  
238  
15  
(15)  
100  
218  
170  
(63)  
(2)  
Loans and receivables  
Impact on net operating income  
239  
338  
323  
The impact in the statement of income mainly includes:  
o Dividends and gains or losses on disposal of other investments classified as “Other investments”;  
o Financial gains and depreciation on loans related to equity affiliates, non-consolidated companies and on receivables reported in “Loans  
and receivables”.  
TOTAL / 245  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Assets and liabilities from financing activities  
The impact on the statement of income of financing assets and liabilities is detailed as follows:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Loans and receivables  
158  
(563)  
33  
547  
(996)  
(4)  
1,135  
(1,721)  
(26)  
Financing liabilities and associated hedging instruments  
Fair value hedge (ineffective portion)  
Assets and liabilities held for trading  
(26)  
(74)  
73  
Impact on the cost of net debt  
(398)  
(527)  
(539)  
The impact on the statement of income mainly includes:  
o Financial income on cash, cash equivalents, and current financial assets (notably current deposits beyond three months) classified as  
Loans and receivables”;  
o Financial expense of long term subsidiaries financing, associated hedging instruments (excluding ineffective portion of the hedge detailed  
below) and financial expense of short term financing classified as “Financing liabilities and associated hedging instruments”;  
o Ineffective portion of bond hedging; and  
o Financial income, financial expense and fair value of derivative instruments used for cash management purposes classified as “Assets and  
liabilities held for trading”.  
Financial derivative instruments used for cash management purposes (interest rate and foreign exchange) are considered to be held for  
trading. Based on practical documentation issues, the Group did not elect to set up hedge accounting for such instruments. The impact on  
income of the derivatives is offset by the impact of loans and current liabilities they are related to. Therefore these transactions taken as a  
whole do not have a significant impact on the Consolidated Financial Statements.  
B) Impact of the hedging strategies  
Fair value hedge  
The impact on the statement of income of the bond hedging instruments which is recorded in the item “Financial interest on debt” in the  
Consolidated Statement of Income is detailed as follows:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Revaluation at market value of bonds  
Swap hedging of bonds  
(183)  
216  
(66)  
62  
137  
(163)  
Ineffective portion of the fair value hedge  
33  
(4)  
(26)  
The ineffective portion is not representative of the Group's performance considering the Group’s objective to hold swaps to maturity. The  
current portion of the swaps valuation is not subject to active management.  
Net investment hedge  
These instruments are recorded directly in shareholders’ equity under “Currency translation adjustments”. The variations of the period are  
detailed in the table below:  
For the year ended December 31,  
As of  
January 1,  
As of  
(
M)  
Variations Disposals December 31,  
2
009  
124  
(99)  
25  
2
2
008  
007  
29  
(188)  
95  
217  
124  
29  
As of December 31, 2009, the fair value of the open instruments amounts to 5 million compared to zero in 2008 and 14 million in 2007.  
2
46 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
Cash flow hedge  
The impact on the statement of income and on equity of the bond hedging instruments qualified as cash flow hedges is detailed as follows:  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Profit (Loss) recorded in equity during the period  
128  
221  
Recycled amount from equity to the income statement during the period  
As of December 31, 2009, the ineffective portion of these financial instruments is equal to zero.  
C) Maturity of derivative instruments  
The maturity of the notional amounts of derivative instruments, excluding the commodity contracts, is detailed in the following table:  
Notional value (a)  
As of December 31, 2009  
(
M)  
Fair  
2015  
Assets/(Liabilities)  
value  
Total  
4,615  
2010 2011 2012 2013 2014 and after  
Fair value hedge  
Swaps hedging fixed-rates bonds (liabilities)  
(241)  
Swaps hedging fixed-rates bonds (assets)  
889 11,076  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
648 15,691  
3,345 2,914 3,450 1,884  
4,098  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
(97)  
197  
912  
1,084  
Total swaps hedging fixed-rates bonds (current portion) (assets and  
liabilities)  
100  
1,996  
1,996  
Cash flow hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
136  
1,837  
1,837  
295  
1,542  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
136  
295  
1,542  
Swaps hedging fixed-rates bonds (current portion) (assets)  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Total swaps hedging fixed-rates bonds (current portion) (assets and  
liabilities)  
Net investment hedge  
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
6
(1)  
701  
224  
Total swaps hedging net investments  
5
925  
925  
Held for trading  
Other interest rate swaps (assets)  
Other interest rate swaps (liabilities)  
1,459  
(1) 10,865  
Total other interest rate swaps (assets and liabilities)  
(1) 12,324 12,208  
114  
2
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
53  
(24)  
4,017  
3,456  
Total currency swaps and forward exchange contracts (assets and liabilities)  
29  
7,473  
7,224  
52  
50  
47  
100  
(
a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
TOTAL / 247  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
Notional value (a)  
As of December 31, 2008  
(
M)  
Fair  
value  
2014  
2009 2010 2011 2012 2013 and after  
Assets/(Liabilities)  
Total  
Fair value hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
(440)  
892  
9,309  
4,195  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
452 13,504  
2,048 3,373 3,233 3,032  
1,818  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
(12)  
100  
92  
1,871  
Total swaps hedging fixed-rates bonds (current portion) (assets and  
liabilities)  
88  
1,963  
1,347  
1,963  
1,347  
Net investment hedge  
Currency swaps and forward exchange contracts (liabilities)  
Held for trading  
Other interest rate swaps (assets)  
Other interest rate swaps (liabilities)  
(4)  
2,853  
5,712  
Total other interest rate swaps (assets and liabilities)  
(4)  
8,565  
8,559  
6,595  
4
2
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
86  
(142)  
5,458  
2,167  
Total currency swaps and forward exchange contracts (assets and liabilities)  
(56)  
7,625  
Total  
483  
114  
67  
76  
290  
(
a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
Notional value (a)  
As of December 31, 2007  
(
M)  
Fair  
value  
2013  
2008 2009 2010 2011 2012 and after  
Assets/(Liabilities)  
Fair value hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
(369)  
460  
7,506  
3,982  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
91 11,488  
1,910 1,836 2,725 2,437  
2,580  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
(1)  
388  
306  
1,265  
Total swaps hedging fixed-rates bonds (current portion) (assets and  
liabilities)  
387  
14  
1,571  
695  
1,571  
695  
Net investment hedge  
Currency swaps and forward exchange contracts (assets)  
Held for trading  
Other interest rate swaps (assets)  
Other interest rate swaps (liabilities)  
1
8,249  
3,815  
Total other interest rate swaps (assets and liabilities)  
1
12,064 12,058  
4
2
2
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
11  
(59)  
2,594  
3,687  
Total currency swaps and forward exchange contracts (assets and liabilities)  
(48)  
6,281  
6,207  
42  
6
8
16  
(
a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
2
48 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
D) Fair value hierarchy  
The fair value hierarchy for financial instruments excluding commodity contracts is as follows:  
Quoted prices in  
active markets  
Prices based on  
for identical Prices based on non observable  
As of December 31, 2009  
assets observable data  
(level 1)  
data  
(level 3)  
(
M)  
(level 2)  
Total  
Fair value hedge instruments  
Cash flow hedge instruments  
Net investment hedge instruments  
Assets and liabilities held for trading  
Assets available for sale  
232  
748  
136  
5
28  
748  
136  
5
28  
232  
Total  
232  
917  
1,149  
The description of each fair value level is presented in Note 1 paragraph M(v) to the Consolidated Financial Statements.  
3
0) Financial instruments related to commodity contracts  
Financial instruments related to oil, gas and power activities as well as related currency derivatives are recorded at fair value under “Other  
current assets” or “Other creditors and accrued liabilities” depending on whether they are assets or liabilities.  
As of December 31, 2009  
(
M)  
Assets/(Liabilities)  
Carrying amount  
Fair value (b)  
Crude oil, petroleum products and freight rates activities  
Petroleum products and crude oil swaps  
Freight rate swaps  
Forwards  
Options  
Futures  
(29)  
(9)  
21  
(17)  
6
(29)  
(9)  
21  
(17)  
6
(
a)  
Options on futures  
Total crude oil, petroleum products and freight rates  
(28)  
(28)  
Gas & Power activities  
Swaps  
52  
78  
4
52  
78  
4
(
a)  
Forwards  
Options  
Futures  
Total Gas & Power  
134  
106  
134  
106  
Total  
Total of fair value non recognized in the balance sheet  
(
(
a) Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown.  
b) From 2008, when the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid on  
the face of the balance sheet, this fair value is set to zero.  
TOTAL / 249  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2008  
(
M)  
Assets/(Liabilities)  
Carrying amount  
Fair value (b)  
Crude oil, petroleum products and freight rates activities  
Petroleum products and crude oil swaps  
Freight rate swaps  
Forwards  
Options  
Futures  
141  
8
(120)  
141  
8
(120)  
(
a)  
17  
17  
Options on futures  
(7)  
(7)  
Total crude oil, petroleum products and freight rates  
39  
39  
Gas & Power activities  
Swaps  
(48)  
659  
(48)  
659  
(
a)  
Forwards  
Options  
Futures  
(19)  
(19)  
Total Gas & Power  
592  
631  
592  
631  
Total  
Total of fair value non recognized in the balance sheet  
(
(
a) Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown.  
b) From 2008, when the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid on  
the face of the balance sheet, this fair value is set to zero.  
As of December 31, 2007  
(
M)  
Assets/(Liabilities)  
Carrying amount  
Fair value (b)  
Crude oil, petroleum products and freight rates activities  
Petroleum products and crude oil swaps  
Freight rate swaps  
Forwards  
Options  
Futures  
(149)  
(3)  
(4)  
272  
(97)  
(1)  
(149)  
(3)  
(4)  
272  
(97)  
(1)  
(
a)  
Options on futures  
Total crude oil, petroleum products and freight rates  
18  
18  
Gas & Power activities  
Swaps  
4
213  
4
213  
(
a)  
Forwards  
Options  
Futures  
15  
15  
Total Gas & Power  
232  
250  
232  
250  
Total  
Total of fair value non recognized in the balance sheet  
(
(
a) Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown.  
b) From 2008, when the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid on  
the face of the balance sheet, this fair value is set to zero.  
2
50 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
Most commitments on crude oil and refined products have a short term maturity (less than one year). The maturity of most Gas & Power  
energy derivatives is less than three years forward.  
The changes in fair value of financial instruments related to commodity contracts are detailed as follows:  
For the year ended December 31,  
Fair value Impact on  
Settled  
Fair value  
(
M)  
as of January 1,  
income contracts Other as of December 31,  
Crude oil, petroleum products and freight rates activities  
2
009  
39  
1,713  
(1,779)  
(1)  
(28)  
2
2
008  
007  
18  
102  
1,734  
1,381  
(1,715)  
(1,460)  
2
(5)  
39  
18  
Gas & Power activities  
2
009  
592  
327  
(824)  
39  
134  
2
2
008  
007  
232  
(79)  
787  
489  
(310)  
(163)  
(117)  
(15)  
592  
232  
The fair value hierarchy for financial instruments related to commodity contracts is as follows:  
Quoted prices  
in active markets Prices based on Prices based on  
As of December 31, 2009  
for identical observable data  
non observable  
data (level 3)  
(
M)  
assets (level 1)  
(level 2)  
Total  
Crude oil, petroleum products and freight rates activities  
Gas & Power activities  
(45)  
140  
17  
(6)  
(28)  
134  
Total  
95  
11  
106  
The description of each fair value level is presented in Note 1 paragraph M(v) to the Consolidated Financial Statements.  
different derivatives held by the Group in these markets is detailed  
in Note 30 to the Consolidated Financial Statements.  
3
1) Market risks  
Oil and gas market related risks  
The Trading & Shipping division measures its market risk exposure,  
i.e. potential loss in fair values, on its crude oil, refined products and  
freight rates trading activities using a value-at-risk technique. This  
technique is based on an historical model and makes an  
assessment of the market risk arising from possible future changes  
in market values over a 24-hour period. The calculation of the range  
of potential changes in fair values takes into account a snapshot of  
the end-of-day exposures and the set of historical price movements  
for the last 400 business days for all instruments and maturities in  
the global trading activities. Options are systematically reevaluated  
using appropriate models.  
Due to the nature of its business, the Group has significant oil and  
gas trading activities as part of its day-to-day operations in order to  
optimize revenues from its oil and gas production and to obtain  
favorable pricing to supply its refineries.  
In its international oil trading business, the Group follows a policy of  
not selling its future production. However, in connection with this  
trading business, the Group, like most other oil companies, uses  
energy derivative instruments to adjust its exposure to price  
fluctuations of crude oil, refined products, natural gas and  
electricity. The Group also uses freight rate derivative contracts in  
its shipping business to adjust its exposure to freight-rate  
fluctuations. To hedge against this risk, the Group uses various  
instruments such as futures, forwards, swaps and options on  
organized markets or over-the-counter markets. The list of the  
The potential movement in fair values corresponds to a 97.5%  
value-at-risk type confidence level. This means that the Group’s  
portfolio result is likely to exceed the value-at-risk loss measure  
once over 40 business days if the portfolio exposures were left  
unchanged.  
Trading & Shipping : value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High Low Average Year end  
2
009  
18.8  
5.8  
10.2  
7.6  
2
2
008  
007  
13.5  
11.6  
2.8  
3.3  
6.9  
6.7  
11.8  
5.4  
TOTAL / 251  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
As part of its gas and power trading activity, the Group also uses  
derivative instruments such as futures, forwards, swaps and  
options in both organized and over-the-counter markets. In general,  
the transactions are settled at maturity date through physical  
delivery. The Gas & Power division measures its market risk  
exposure, i.e. potential loss in fair values, on its trading business  
using a value-at-risk technique. This technique is based on an  
historical model and makes an assessment of the market risk  
arising from possible future changes in market values over a  
one-day period. The calculation of the range of potential changes in  
fair values takes into account a snapshot of the end-of-day  
exposures and the set of historical price movements for the past  
two years for all instruments and maturities in the global trading  
business.  
Gas & Power trading : value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High Low Average Year end  
2
009  
9.8  
1.9  
5.0  
4.8  
2
2
008  
007 (  
16.3  
18.2  
1.3  
3.2  
5.0  
7.9  
1.4  
4.3  
a)  
(
a) Data takes into account historical price movements over one year.  
The Group has implemented strict policies and procedures to  
manage and monitor these market risks. These are based on the  
splitting of supervisory functions from operational functions and on  
an integrated information system that enables real-time monitoring  
of trading activities.  
Counterparty risk  
The Group has established standards for market transactions under  
which bank counterparties must be approved in advance, based on  
an assessment of the counterparty’s financial soundness (multi-  
criteria analysis including a review of market prices and of the  
Credit Default Swap (CDS), its ratings with Standard & Poor’s and  
Moody’s, which must be of high quality, and its overall financial  
condition).  
Limits on trading positions are approved by the Group’s Executive  
Committee and are monitored daily. To increase flexibility and  
encourage liquidity, hedging operations are performed with  
numerous independent operators, including other oil companies,  
major energy producers or consumers and financial institutions. The  
Group has established counterparty limits and monitors  
An overall authorized credit limit is set for each bank and is allotted  
among the subsidiaries and the Group’s central treasury entities  
according to their needs.  
outstanding amounts with each counterparty on an ongoing basis.  
Financial markets related risks  
To reduce the market values risk on its commitments, in particular  
for swaps set as part of bonds issuance, the Treasury Department  
also developed a system of margin call that is gradually  
implemented with significant counterparties.  
As part of its financing and cash management activities, the Group  
uses derivative instruments to manage its exposure to changes in  
interest rates and foreign exchange rates. These instruments are  
principally interest rate and currency swaps. The Group may also  
use, on a less frequent basis, futures, caps, floors and options  
contracts. These operations and their accounting treatment are  
detailed in Notes 1 paragraph M, 20, 28 and 29 to the Consolidated  
Financial Statements.  
Currency exposure  
The Group seeks to minimize the currency exposure of each entity  
to its functional currency (primarily the euro, the dollar, the pound  
sterling and the Norwegian krone).  
Risks relative to cash management operations and to interest rate  
and foreign exchange financial instruments are managed according  
to rules set by the Group’s senior management, which provide for  
regular pooling of available cash balances, open positions and  
management of the financial instruments by the Treasury  
Department. Excess cash of the Group is deposited mainly in  
government institutions or deposit banks through deposits, reverse  
repurchase agreements and purchase of commercial paper.  
Liquidity positions and the management of financial instruments are  
centralized by the Treasury Department, where they are managed  
by a team specialized in foreign exchange and interest rate market  
transactions.  
For currency exposure generated by commercial activity, the  
hedging of revenues and costs in foreign currencies is typically  
performed using currency operations on the spot market and, in  
some cases, on the forward market. The Group rarely hedges future  
cash flows, although it may use options to do so.  
With respect to currency exposure linked to non-current assets  
booked in a currency other than the euro, the Group has a policy of  
reducing the related currency exposure by financing these assets in  
the same currency.  
Net short-term currency exposure is periodically monitored against  
limits set by the Group’s senior management.  
The Cash Monitoring-Management Unit within the Treasury  
Department monitors limits and positions per bank on a daily basis  
and reports results. This unit also prepares marked-to-market  
valuations and, when necessary, performs sensitivity analysis.  
The non-current debt described in Note 20 to the Consolidated  
Financial Statements is generally raised by the corporate treasury  
2
52 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
entities either directly in dollars or euros, or in other currencies  
which are then exchanged for dollars or euros through swaps  
issues to appropriately match general corporate needs. The  
proceeds from these debt issuances are loaned to affiliates whose  
accounts are kept in dollars or in euros. Thus, the net sensitivity of  
these positions to currency exposure is not significant.  
Group’s senior management (maintain an adequate level of liquidity,  
optimize revenue from investments considering existing interest  
rate yield curves, and minimize the cost of borrowing) over a less  
than twelve-month horizon and on the basis of a daily interest rate  
benchmark, primarily through short-term interest rate swaps and  
short-term currency swaps, without modifying currency exposure.  
The Group’s short-term currency swaps, the notional value of which  
appears in Note 29 to the Consolidated Financial Statements, are  
used to attempt to optimize the centralized cash management of  
the Group. Thus, the sensitivity to currency fluctuations which may  
be induced is likewise considered negligible.  
Interest rate risk on non-current debt  
The Group’s policy consists of incurring non-current debt primarily  
at a floating rate, or, if the opportunity arises at the time of an  
issuance, at a fixed rate. Debt is incurred in dollars or in euros  
according to general corporate needs. Long-term interest rate and  
currency swaps may be used to hedge bonds at their issuance in  
order to create a variable or fixed rate synthetic debt. In order to  
partially modify the interest rate structure of the long-term debt,  
TOTAL may also enter into long-term interest rate swaps.  
Short-term interest rate exposure and cash  
Cash balances, which are primarily composed of euros and dollars,  
are managed according to the guidelines established by the  
Sensitivity analysis on interest rate and foreign exchange risk  
The tables below present the potential impact of an increase or decrease of 10 basis points on the interest rate yield curves for each of the  
currencies on the fair value of the current financial instruments as of December 31, 2009, 2008 and 2007.  
Change in fair value due to a change in  
interest rate by  
Assets/(Liabilities)  
Carrying Estimated  
+ 10 basis  
points  
- 10 basis  
points  
(
M)  
amount  
fair value  
As of December 31, 2009  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease  
obligations)  
(18,368)  
(241)  
1,025  
784  
(18,368)  
(241)  
1,025  
784  
75  
(75)  
57  
(57)  
(2,111)  
(1)  
(2,111)  
(1)  
3
1
(3)  
(1)  
Other interest rates swaps  
Currency swaps and forward exchange contracts  
34  
34  
As of December 31, 2008  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease  
obligations)  
(14,119)  
(440)  
892  
(14,119)  
(440)  
892  
47  
(43)  
44  
452  
452  
(44)  
(2,025)  
(4)  
(2,025)  
(4)  
3
1
(3)  
(1)  
Other interest rates swaps  
Currency swaps and forward exchange contracts  
(56)  
(56)  
As of December 31, 2007  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease  
obligations)  
(11,741)  
(369)  
460  
(11,741)  
(369)  
460  
37  
(37)  
38  
91  
91  
(39)  
(1,669)  
1
(1,669)  
1
(1)  
1
Other interest rates swaps  
Currency swaps and forward exchange contracts  
(34)  
(34)  
TOTAL / 253  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
The impact of changes in interest rates on the cost of net debt before tax is as follows:  
For the year ended December 31,  
(
M)  
2009  
(398)  
2008  
(527)  
2007  
(539)  
Cost of net debt  
Interest rate translation of:  
+
-
+
-
10 basis points  
10 basis points  
100 basis points  
100 basis points  
(11)  
11  
(108)  
108  
(11)  
11  
(113)  
113  
(12)  
12  
(116)  
116  
As a result of the policy for the management of currency exposure previously described, the Group’s sensitivity to currency exposure is  
primarily influenced by the net equity of the subsidiaries whose functional currency is the dollar and, to a lesser extent, the pound sterling and  
the Norwegian krone.  
This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in  
shareholders’ equity which, in the course of the last three fiscal years, is essentially related to the fluctuation of dollar and pound sterling and is  
set forth in the table below:  
Euro / Dollar Euro / Pound sterling  
exchange rates  
exchange rates  
As of December 31, 2009  
1.44  
0.89  
As of December 31, 2008  
As of December 31, 2007  
1.39  
1.47  
0.95  
0.73  
As of December 31, 2009  
Pound Other currencies and  
equity affiliates  
(
M)  
Total  
Euro  
Dollar sterling  
Shareholders' equity at historical exchange rate  
Currency translation adjustment before net investment hedge  
Net investment hedge – open instruments  
57,621  
(5,074)  
5
27,717 18,671  
5,201  
(1,465)  
(1)  
6,032  
(582)  
(3,027)  
6
Shareholders' equity at exchange rate as of December 31, 2009  
52,552  
27,717 15,650  
3,735  
5,450  
As of December 31, 2008  
Pound Other currencies and  
Dollar sterling equity affiliates  
(
M)  
Total  
Euro  
Shareholders' equity at historical exchange rate  
Currency translation adjustment before net investment hedge  
Net investment hedge – open instruments  
53,868  
(4,876)  
25,084 15,429  
5,587  
(1,769)  
7,768  
(916)  
(2,191)  
Shareholders' equity at exchange rate as of December 31, 2008  
48,992  
25,084 13,238  
3,818  
6,852  
As of December 31, 2007  
Pound Other currencies and  
Dollar sterling equity affiliates  
(
M)  
Total  
Euro  
Shareholders' equity at historical exchange rate  
Currency translation adjustment before net investment hedge  
Net investment hedge – open instruments  
49,254  
(4,410)  
14  
22,214 12,954  
5,477  
(289)  
8,609  
(620)  
(3,501)  
14  
Shareholders' equity at exchange rate as of December 31, 2007  
44,858  
22,214  
9,467  
5,188  
7,989  
As a result of this policy, the impact of currency exchange rate  
fluctuations on consolidated income, as illustrated in Note 7 to the  
Consolidated Financial Statements, has not been significant over  
the last three years despite the considerable fluctuation of the dollar  
various factors, including stock market trends, valuations of the  
sectors in which the companies operate, and the economic and  
financial condition of each individual company.  
(
loss of 32 million in 2009, gain of 112 million in 2008, gain of  
35 million in 2007).  
Liquidity risk  
TOTAL S.A. has confirmed lines of credit granted by international  
banks, which are calculated to allow it to manage its short-term  
liquidity needs as required.  
Stock market risk  
The Group holds interests in a number of publicly-traded  
companies (see Notes 12 and 13 to the Consolidated Financial  
Statements). The market value of these holdings fluctuates due to  
As of December 31, 2009, these lines of credit amounted to $9,322  
million, of which $9,289 million were unused. The agreements for  
2
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APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
the lines of credit granted to TOTAL S.A. do not contain conditions  
related to the Company’s financial ratios, to its financial ratings  
from specialized agencies, or to the occurrence of events that could  
have a material adverse effect on its financial position. As of  
December 31, 2009, the aggregate amount of the principal  
confirmed lines of credit granted by international banks to Group  
companies, including TOTAL S.A., was $10,084 million of which  
$10,051 million were unused. The lines of credit granted to Group  
companies other than TOTAL S.A. are not intended to finance the  
Group’s general needs; they are intended to finance either the  
general needs of the borrowing subsidiary or a specific project.  
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2009, 2008 and 2007 (see  
Note 20 to the Consolidated Financial Statements).  
As of December 31, 2009  
(
M)  
Less than Between 1 year More than  
one year and 5 years 5 years  
Assets/(Liabilities)  
Total  
Non-current financial debt (notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
(12,589)  
(5,823)  
(18,412)  
(6,994)  
(123)  
(6,994)  
(123)  
311  
311  
Cash and cash equivalents  
11,662  
11,662  
Net amount before financial expense  
4,856  
(12,589)  
(5,823)  
(13,556)  
Financial expense on non-current financial debt  
Interest differential on swaps  
(768)  
447  
(2,007)  
342  
(1,112)  
(55)  
(3,887)  
734  
Net amount  
4,535  
(14,254)  
(6,990)  
(16,709)  
As of December 31, 2008  
(
M)  
Less than Between 1 year More than  
one year and 5 years 5 years  
Assets/(Liabilities)  
Total  
Non-current financial debt (notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
(13,206)  
(2,093)  
(15,299)  
(7,722)  
(158)  
(7,722)  
(158)  
187  
187  
Cash and cash equivalents  
12,321  
12,321  
Net amount before financial expense  
4,628  
(13,206)  
(2,093)  
(10,671)  
Financial expense on non-current financial debt  
Interest differential on swaps  
(554)  
118  
(1,431)  
410  
(174)  
(7)  
(2,159)  
521  
Net amount  
4,192  
(14,227)  
(2,274)  
(12,309)  
As of December 31, 2007  
(
M)  
Less than Between 1 year More than  
one year and 5 years 5 years  
Assets/(Liabilities)  
Total  
Non-current financial debt (notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
(11,424)  
(2,992)  
(14,416)  
(4,613)  
(60)  
1,264  
5,988  
(4,613)  
(60)  
1,264  
5,988  
Cash and cash equivalents  
Net amount before financial expense  
2,579  
(11,424)  
(2,992)  
(11,837)  
Financial expense on non-current financial debt  
Interest differential on swaps  
(532)  
(29)  
(1,309)  
(80)  
(226)  
(44)  
(2,067)  
(153)  
Net amount  
2,018  
(12,813)  
(3,262)  
(14,057)  
In addition, the Group guarantees bank debt and finance lease  
obligations of certain non-consolidated companies and equity  
affiliates. A payment would be triggered by failure of the guaranteed  
party to fulfill its obligation covered by the guarantee, and no assets  
are held as collateral for these guarantees. Maturity dates and  
amounts are set forth in Note 23 to the Consolidated Financial  
Statements (“Guarantees given against borrowings”).  
The Group also guarantees the current liabilities of certain  
non-consolidated companies. Performance under these guarantees  
would be triggered by a financial default of these entities. Maturity  
dates and amounts are set forth in Note 23 to the Consolidated  
Financial Statements (“Guarantees of current liabilities”).  
TOTAL / 255  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2009, 2008 and 2007 (see Note  
2
8 to the Consolidated Financial Statements).  
As of December 31  
(
M)  
Assets/(Liabilities)  
2009  
2008  
2007  
Accounts payable  
Other operating liabilities  
including financial instruments related to commodity contracts  
Accounts receivable, net  
Other operating receivables  
(15,383)  
(4,706)  
(923)  
15,719  
5,145  
(14,815)  
(4,297)  
(1,033)  
15,287  
6,208  
(18,183)  
(3,900)  
(733)  
19,129  
4,430  
983  
including financial instruments related to commodity contracts  
1,029  
1,664  
Total  
775  
2,383  
1,476  
These financial assets and liabilities mainly have a maturity date below one year.  
Credit risk  
Credit risk is defined as the risk of the counterparty to a contract  
failing to perform or pay the amounts due.  
The Group is exposed to credit risks in its operating and financing  
activities. The Group’s maximum exposure to credit risk is partially  
related to financial assets recorded on its balance sheet, including  
energy derivative instruments that have a positive market value.  
The following table presents the Group’s maximum credit risk exposure:  
As of December 31,  
(
M)  
Assets/(Liabilities)  
2009  
2008  
2007  
Loans to equity affiliates (Note 12)  
Loans and advances (Note 14)  
Hedging instruments of non-current financial debt (Note 20)  
Accounts receivable (Note 16)  
Other operating receivables (Note 16)  
Current financial assets (Note 20)  
Cash and cash equivalents (Note 27)  
2,367  
1,284  
1,025  
15,719  
5,145  
311  
2,005  
1,403  
892  
15,287  
6,208  
187  
2,575  
851  
460  
19,129  
4,430  
1,264  
5,988  
11,662  
12,321  
Total  
37,513  
38,303  
34,697  
The valuation allowance on loans and advances and on accounts  
receivable and other operating receivables is detailed respectively  
in Notes 14 and 16 to the Consolidated Financial Statements.  
Risks related to commercial operations, other than those  
described above (which are, in practice, directly monitored by  
subsidiaries), are subject to procedures for establishing and  
reviewing credit.  
As part of its credit risk management related to operating and  
financing activities, the Group has developed margin call contracts  
with certain counterparties. As of December 31, 2009, the net  
amount paid or received as part of these margin calls was  
Customer receivables are subject to provisions on a  
case-by-case basis, based on prior history and management’s  
assessment of the facts and circumstances.  
693 million.  
o Gas & Power  
Credit risk is managed by the Group’s business segments as  
follows:  
The Gas & Power division deals with counterparties in the energy,  
industrial and financial sectors throughout the world, primarily in  
Europe and North America. Financial institutions providing credit  
risk coverage are highly rated international bank and insurance  
groups.  
Upstream Segment  
o Exploration & Production  
Potential counterparties are subject to credit assessment and  
approval before concluding transactions and are thereafter  
subject to regular review, including re-appraisal and approval of  
the limits previously granted.  
Risks arising under contracts with government authorities or  
other oil companies or under long-term supply contracts  
necessary for the development of projects are evaluated during  
the project approval process. The long-term aspect of these  
contracts and the high-quality of the other parties lead to a low  
level of credit risk.  
The creditworthiness of counterparties is assessed based on an  
analysis of quantitative and qualitative data regarding financial  
2
56 / TOTAL - Registration Document 2009  
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APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
standing and business risks, together with the review of any  
relevant third party and market information, such as data  
published by rating agencies. On this basis, credit limits are  
defined for each potential counterparty and, where appropriate,  
transactions are subject to specific authorizations.  
market information, such as ratings published by Standard &  
Poor’s, Moody’s Investors Service and other agencies.  
Contractual arrangements are structured so as to maximize the  
risk mitigation benefits of netting between transactions wherever  
possible and additional protective terms providing for the  
provision of security in the event of financial deterioration and the  
termination of transactions on the occurrence of defined default  
events are used to the greatest permitted extent.  
Credit exposure, which is essentially an economic exposure or an  
expected future physical exposure, is permanently monitored and  
subject to sensitivity measures.  
Credit risk is mitigated by the systematic use of industry standard  
contractual frameworks that permit netting, enable requiring  
added security in case of adverse change in the counterparty  
risk, and allow for termination of the contract upon occurrence of  
certain events of default.  
Credit risks in excess of approved levels are secured by means of  
letters of credit and other guarantees, cash deposits and  
insurance arrangements. In respect of derivative transactions,  
risks are secured by margin call contracts wherever possible.  
Chemicals Segment  
Downstream Segment  
Credit risk in the Chemicals segment is primarily related to  
commercial receivables. Each division implements procedures for  
managing and provisioning credit risk that differ based on the size  
of the subsidiary and the market in which it operates. The principal  
elements of these procedures are:  
o Refining & Marketing  
Internal procedures for the Refining & Marketing division include  
rules on credit risk that describe the basis of internal control in  
this domain, including the separation of authority between  
commercial and financial operations. Credit policies are defined  
at the local level, complemented by the implementation of  
procedures to monitor customer risk (credit committees at the  
subsidiary level, the creation of credit limits for corporate  
customers, portfolio guarantees, etc.).  
- implementation of credit limits with different authorization  
procedures for possible credit overruns;  
-
-
use of insurance policies or specific guarantees (letters of credit);  
regular monitoring and assessment of overdue accounts (aging  
balance), including collection procedures; and  
Each entity also implements monitoring of its outstanding  
receivables. Risks related to credit may be mitigated or limited by  
requiring security or guarantees.  
- provisioning of bad debts on a customer-by-customer basis,  
according to payment delays and local payment practices.  
Bad debts are provisioned on a case-by-case basis at a rate  
determined by management based on an assessment of the facts  
and circumstances.  
32) Other risks and contingent liabilities  
TOTAL is not currently aware of any event, litigation, risks or  
contingent liabilities that could have a material impact on the assets  
and liabilities, results, financial position or operations of the Group.  
o Trading & Shipping  
Trading & Shipping deals with commercial counterparties and  
financial institutions located throughout the world. Counterparties  
to physical and derivative transactions are primarily entities  
involved in the oil and gas industry or in the trading of energy  
commodities, or financial institutions. Credit risk coverage is  
concluded with financial institutions, international banks and  
insurance groups selected in accordance with strict criteria.  
Antitrust investigations  
1
)
Following investigations into certain commercial practices in  
the chemicals industry in the United States, some subsidiaries  
of the Arkema 1 group have been involved in criminal  
investigations, closed as of today, and civil liability lawsuits in  
the United States for violations of antitrust laws. TOTAL S.A.  
has been named in certain of these suits as the parent  
company.  
The Trading & Shipping division has a strict policy of internal  
delegation of authority governing establishment of country and  
counterparty credit limits and approval of specific transactions.  
Credit exposures contracted under these limits and approvals are  
monitored on a daily basis.  
In Europe, the European Commission commenced  
investigations in 2000, 2003 and 2004 into alleged anti-  
competitive practices involving certain products sold by  
Arkema. In January 2005, under one of these investigations,  
the European Commission fined Arkema 13.5 million and  
jointly fined Arkema and Elf Aquitaine 45 million. The appeal  
from Arkema and Elf Aquitaine before the Court of First  
Instance of the European Union has been rejected on  
September 30, 2009. A recourse before the Court of Justice of  
the European Communities has been filed.  
Potential counterparties are subject to credit assessment and  
approval prior to any transaction being concluded and all active  
counterparties are subject to regular reviews, including  
re-appraisal and approval of granted limits. The creditworthiness  
of counterparties is assessed based on an analysis of quantitative  
and qualitative data regarding financial standing and business  
risks, together with the review of any relevant third party and  
1. Arkema is used in this section to designate those companies of the Arkema group whose ultimate parent company is Arkema S.A. Arkema became an independent company  
after being spun-off from TOTAL S.A. in May 2006.  
TOTAL / 257  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
The Commission notified Arkema, TOTAL S.A. and Elf  
Aquitaine of complaints concerning two other product lines in  
January and August 2005, respectively. Arkema has  
cooperated with the authorities in these procedures and  
investigations. In May 2006, the European Commission fined  
Arkema 78.7 million and 219.1 million, as a result of,  
respectively, each of these two proceedings. Elf Aquitaine was  
held jointly and severally liable for, respectively, 65.1 million  
and 181.35 million of these fines while TOTAL S.A. was held  
jointly and severally liable, respectively, for 42 million and  
voting rights of Arkema, or if Arkema transfers more than 50%  
of its assets (as calculated under the enterprise valuation  
method, as of the date of the transfer) to a third party or  
parties acting together, irrespective of the type or number of  
transfers, these guarantees will become void.  
On the other hand, the agreements provide that Arkema will  
indemnify TOTAL S.A. or any Group company for 10% of any  
amount that TOTAL S.A. or any Group company are required  
to pay under any of the proceedings covered by these  
guarantees.  
140.4 million. TOTAL S.A., Arkema and Elf Aquitaine have  
3
4
)
)
The Group has recorded provisions amounting to 43 million in  
its consolidated financial statements as of December 31, 2009  
to cover the risks mentioned above.  
appealed these decisions to the Court of First Instance of the  
European Union.  
Arkema and Elf Aquitaine received a statement of objections  
from the European Commission in August 2007 concerning  
alleged anti-competitive practices related to another line of  
chemical products. As a result, in June 2008, Arkema and  
Elf Aquitaine have been jointly and severally fined in an amount  
of 22.7 million and individually in an amount of 20.43 million  
for Arkema and 15.89 million for Elf Aquitaine. The companies  
concerned appealed this decision to the relevant European  
court.  
Moreover, as a result of investigations started by the European  
Commission in October 2002 concerning certain Refining &  
Marketing subsidiaries of the Group, Total Nederland N.V. and  
TOTAL S.A. received a statement of objections in October  
2004. These proceedings resulted, in September 2006, in Total  
Nederland N.V. being fined 20.25 million and in TOTAL S.A.  
as its parent company being held jointly responsible for  
13.5 million of this amount, although no facts implicating  
TOTAL S.A. in the practices under investigation were alleged.  
TOTAL S.A. and Total Nederland N.V. have appealed this  
decision to the Court of First Instance of the European Union.  
Arkema and Elf Aquitaine received a statement of objections  
from the European Commission in March 2009 concerning  
alleged anti-competitive practices related to another line of  
chemical products. The decision has been rendered by the  
Commission in November 2009. The companies have been  
jointly and severally fined in an amount of 11 million and  
individually in an amount of 9.92 million for Arkema and  
In addition, in May 2007, Total France and TOTAL S.A.  
received a statement of objections regarding alleged antitrust  
practices concerning another product line of the Refining &  
Marketing division. These proceedings resulted, in  
October 2008, in Total France being fined 128.2 million and in  
TOTAL S.A., as its parent company, being held jointly  
responsible although no facts implicating TOTAL S.A. in the  
practices under investigation were alleged. TOTAL S.A. and  
Total Raffinage Marketing (the new corporate name of Total  
France) have appealed this decision to the Court of First  
Instance of the European Union.  
7.71 million for Elf Aquitaine. The concerned companies will  
appeal this decision to the relevant European court.  
No facts have been alleged that would implicate TOTAL S.A.  
or Elf Aquitaine in the practices questioned in these  
proceedings, and the fines received are based solely on their  
status as parent companies.  
Arkema began implementing compliance procedures in 2001  
that are designed to prevent its employees from violating  
antitrust provisions. However, it is not possible to exclude the  
possibility that the relevant authorities could commence  
additional proceedings involving Arkema, as well as  
TOTAL S.A. and Elf Aquitaine.  
Furthermore, in July 2009, the French antitrust Authority sent  
to TotalGaz and Total Raffinage Marketing a statement of  
objections regarding alleged antitrust practices concerning  
another product line of the Refining & Marketing division.  
5
)
Given the discretionary powers granted to antitrust Authorities  
for determining fines, it is not currently possible to determine  
with certainty the ultimate outcome of these investigations and  
proceedings. TOTAL S.A. and Elf Aquitaine are contesting their  
liability and the method of determining these fines. Although it  
is not possible to predict the outcome of these proceedings,  
the Group believes that they will not have a material adverse  
effect on its financial condition or results.  
2
)
As part of the agreement relating to the spin-off of Arkema,  
TOTAL S.A. or certain other Group companies agreed to grant  
Arkema guarantees for certain risks related to antitrust  
proceedings arising from events prior to the spin-off.  
These guarantees cover, for a period of ten years that began in  
2
006, 90% of amounts paid by Arkema related to (i) fines  
imposed by European authorities or European member-states  
for competition law violations, (ii) fines imposed by U.S. courts  
or antitrust authorities for federal antitrust violations or  
violations of the competition laws of U.S. states, (iii) damages  
awarded in civil proceedings related to the government  
proceedings mentioned above, and (iv) certain costs related to  
these proceedings.  
Buncefield  
On December 11, 2005, several explosions, followed by a major  
fire, occurred at an oil storage depot at Buncefield, north of  
London. This depot is operated by Hertfordshire Oil Storage Limited  
(HOSL), a company in which the British subsidiary of TOTAL holds  
The guarantee covering the risks related to anticompetition  
violations in Europe applies to amounts above a 176.5 million  
threshold.  
60% and another oil group holds 40%.  
The explosion caused minor injuries to a number of people and  
caused property damage to the depot and the buildings and homes  
located nearby. The official Independent Investigation Board has  
If one or more individuals or legal entities, acting alone or  
together, directly or indirectly holds more than one-third of the  
2
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7
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10 11  
APPENDIX 1  
Notes to the Consolidated Financial Statements  
CONSOLIDATED FINANCIAL STATEMENTS  
indicated that the explosion was caused by the overflow of a tank  
at the depot. The Board’s final report was released on  
33) Other information  
December 11, 2008. The civil procedure for claims, which had not  
yet been settled, took place between October and December 2008.  
The Court’s decision of March 20, 2009, declared the British  
subsidiary of TOTAL responsible for the accident and solely liable  
for indemnifying the victims. TOTAL’s British subsidiary has  
appealed this decision. The appeal trial took place in January 2010  
and a decision is expected during the first-half 2010.  
A) Research and development costs  
Research and development costs incurred by the Group in 2009  
amounted to 650 million (612 million in 2008 and 594 million in  
2007), corresponding to 0.5% of the sales.  
The staff dedicated in 2009 to these research and development  
activities are estimated at 4,016 people (4,285 in 2008 and 4,216 in  
2007).  
With respect to civil liability the provision recorded in the Group’s  
consolidated financial statements as of December 31, 2009  
amounts to 295 million after payments already completed.  
B) Taxes paid to Middle East oil-producing  
countries for the portion which TOTAL held  
historically as concessions  
The Group carries insurance for damage to its interests in these  
facilities, business interruption and civil liability claims from third  
parties. The residual amount to be received from insurers amounts  
to 211 million as of December 31, 2009.  
Taxes paid for the portion that TOTAL held historically as  
concessions (Abu Dhabi offshore and onshore, Dubai offshore,  
Oman and Abu Al Bu Khoosh) included in operating expenses  
amounted to 1,871 million in 2009 (3,301 million in 2008 and  
The Group believes that, based on the information currently  
available, on a reasonable estimate of its liability and on provisions  
recognized, this accident should not have a significant impact on  
the Group’s financial situation or consolidated results.  
2,505 million in 2007).  
C) Carbon dioxide emission rights  
On December 1, 2008, the Health and Safety Executive (HSE) and  
the Environment Agency (EA) issued a Notice of prosecution  
against five companies, including the British subsidiary of TOTAL.  
In November 2009, the British subsidiary of TOTAL, pleaded guilty  
to charges brought by the prosecution and intends to raise, into this  
framework, a number of elements likely to mitigate the impact of the  
charges brought against it.  
The principles governing the accounting for emission rights are  
presented in Note 1 paragraph T to the Consolidated Financial  
Statements.  
As of December 31, 2009, the Group sites’ position for emission  
rights is balanced between delivered/acquired emission rights and  
emissions for the year 2009.  
Erika  
3
4) Post-closing events  
Following the sinking in December 1999 of the Erika, a tanker that  
was transporting products belonging to one of the Group  
companies, the Tribunal de grande instance of Paris convicted  
TOTAL S.A. of marine pollution pursuant to a judgment issued on  
January 16, 2008, finding that TOTAL S.A. was negligent in its  
vetting procedure for vessel selection. TOTAL S.A. was fined €  
A) Devaluation of the Bolivar  
In January 2010, the President of Venezuela announced a  
devaluation of the Bolivar and the establishment of a dual exchange  
rate. Subsidiaries of the Group in this country operate mostly in the  
Upstream segment and are dollar functional currency entities. In  
this context, the devaluation of the Bolivar should not have any  
material effect on the Group’s consolidated balance sheet,  
statement of income and shareholders’ equity.  
3
75,000. The court also ordered compensation to be paid to the  
victims of pollution from the Erika up to an aggregate amount of  
192 million, declaring TOTAL S.A. jointly and severally liable for  
such payments together with the Erika’s inspection and  
classification firm, the Erika’s owner and the Erika’s manager.  
B) Creation of TotalErg  
TOTAL believes that the finding of negligence and the related  
conviction for marine pollution are without substance as a matter of  
fact and as a matter of law. TOTAL also considers that this verdict is  
contrary to the intended aim of enhancing maritime transport safety.  
On January 27, 2010, TOTAL and ERG signed an agreement to  
create a joint venture in the Italian marketing and refining business.  
The shareholder pact calls for joint governance as well as operating  
independence for the new entity. TOTAL and ERG will hold equity  
stakes of, respectively, 49% and 51%. Created through the merger  
of TOTAL Italia and ERG Petroli, the joint venture will be called  
TOTAL has appealed the verdict of January 16, 2008. In the  
meantime, it has nevertheless proposed to pay third parties who so  
request definitive compensation as determined by the court. To  
date, forty-one third parties have received compensation payments,  
representing an aggregate amount of 171.5 million.  
“TotalErg” and will operate under both the TOTAL and ERG brands.  
TotalErg will become one of the largest marketing operators in Italy,  
with a retail market share of nearly 13% and over 3,400 service  
stations. The joint venture will also be active in the refining  
business, with a total capacity of around 8% of national demand.  
The transaction will be submitted to competition authorities for  
approval. Until then, TOTAL Italia and ERG Petroli will remain as  
separate, competing entities.  
The appeal was heard end of 2009 by the Court of Appeal in Paris.  
The decision of the Court is expected during the first-half 2010.  
TOTAL S.A. believes that, based on a reasonable estimate of its  
liability, the case will not have a material impact on the Group’s  
financial situation or consolidated results.  
TOTAL / 259  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
Notes to the Consolidated Financial Statements  
3
5) Consolidation Scope  
Treasury shares & TOTAL  
As of December 31, 2009, 712 entities are consolidated of which 617  
are fully consolidated, 12 are proportionally consolidated (identified with  
the letter P) and 83 are accounted for under the equity method (identified  
with the letter E). This simplified organizational chart shows the main  
consolidated entities. For each of them, the Group interest is mentioned  
between brackets. This chart of legal detentions is not exhaustive and  
does not reflect neither the operational structure nor the relative  
economic size of the Group entities and the business segments.  
shares owned by Group  
subsidiaries: 4.9%  
TOTAL S.A.  
TOTAL subsidiaries  
100%  
6
0.1%  
39.9%  
65.8%  
34.2%  
TOTAL E & P Kazakhstan  
TOTAL E & P Nigeria SAS  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(30.3%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(50%) E  
(50%) E  
(100%)  
(52.3%) E  
(30%) E  
(100%)  
(100%)  
(100%)  
(100%)  
Total Upstream Nigeria Ltd  
TOTAL Coal South Africa Ltd  
TOTAL Gasandes S.A.  
TOTAL Coal International  
CDF Energie  
TOTAL RAFFINAGE MARKETING  
(99.8%)  
TOTAL E & P HOLDINGS  
(99.8%)  
TOTAL Venezuela  
Petrocedeño  
AS24  
Totalgaz SNC  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
TOTAL E & P Russie  
TOTAL (BTC) Ltd  
TOTAL E & P Nigeria Ltd.  
TOTAL E & P Algérie  
TOTAL E & P Angola  
TOTAL E&P Libye  
TOTAL Abu Al Bu Khoosh  
TOTAL South Pars  
Elf Petroleum Iran  
TOTAL E & P Oman  
TOTAL Qatar Oil & Gas  
TOTAL E & P Qatar  
TOTAL E & P Syrie  
TOTAL E & P Yémen  
TOTAL E & P Indonésie  
TOTAL E & P Myanmar  
TOTAL Profils Pétroliers  
TOTAL E & P Thaïland  
TOTAL Austral  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
(99.8%)  
TOTAL E & P USA, Inc.  
TOTAL E&P Canada Ltd  
Total E&P Joslyn Ltd  
TOTAL Lubrifiants S.A.  
TOTAL Fluides  
Urbaine des Pétroles  
Total Especialidades Argentina S.A.  
TOTAL (Philippines) Corp.  
Total Trading and Marketing Canada LP  
TOTAL E & P Chine  
TOTAL E & P Malaysia  
TOTAL E & P Australia  
TOTAL E & P Mauritanie  
TOTAL E & P Madagascar  
TOTAL E & P Iraq  
TOTAL Energie Développement  
Tenesol  
Photovoltech  
TOTAL Gaz & Energies Nouvelles Holding  
Géosud  
Gaz Transport et Technigaz  
TOTAL Outre-Mer  
TOTAL (China) Investments  
Air Total International  
TOTAL Refining Saudi Arabia SAS  
Saudi Aramco Total Refining & Petrochemical  
Company  
TOTAL Oil Asia-Pacific Pte Ltd  
(37.5%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
Chartering & Shipping Services S.A.  
TOTAL International Ltd.  
Atlantic Trading & Marketing  
Total Trading Canada Limited  
Cray Valley S.A.  
TOTAL E & P Bolivie  
TOTAL E&P Golfe Holdings Ltd  
TOTAL E&P Golfe Ltd  
Qatar Liquefied Gas Co. Ltd II (Train B) (16.7%) E  
TOTAL Chimie  
Hutchinson S.A.  
TOTAL LNG Angola Ltd  
(99.8%)  
Total Petrochemicals Iberica  
PetroFina S.A.  
Angola LNG Ltd  
Brass Holdings Company Ltd  
Brass LNG Ltd  
Qatar Liquefied Gas Company Ltd  
TOTAL Yemen LNG Company Ltd  
Yemen LNG  
TOTAL Holding Dolphin Amont Ltd  
TOTAL E&P Dolphin Upstream Ltd  
TOTAL Dolphin Midstream Ltd  
Dolphin Energy Ltd  
(13.6%) E  
(99.8%)  
(17.0%) E  
(10.0%) E  
(99.8%)  
(39.5%) E  
(99.8%)  
(99.8%)  
TOTAL Belgium  
Omnium Insurance and Reinsurance Cy  
TOTAL Gestion USA  
TOTAL Holdings USA, Inc.  
TOTAL Petrochemicals USA, Inc.  
TOTAL Gas & Power North America  
Hutchinson Corporation  
TOTAL Capital  
TOTAL Treasury  
(99.8%)  
(24.5%) E  
TOTAL Finance S.A.  
TOTAL Finance Exploitation  
TOTAL other subsidiaries  
TOTAL South Africa  
TOTAL Raffinaderij Nederland  
Total Tractebel Emirates Power Cy  
(62.6%)  
(55.0%) P  
(50%) E  
*
CEPSA : Independent company on which the Group exercises a significant influence with the exception of any control  
2
60 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
Notes to the Consolidated Financial Statements  
The business segments are identified with the following colors:  
Upstream  
Downstream  
Chemicals  
Holding  
9
5.7%  
Treasury shares: 3.8%  
Elf Aquitaine (99.5%)  
00%  
Elf Exploration Production  
1
2
9.9%  
(
99.5%)  
5
3.2%  
16.9%  
TOTAL HOLDINGS EUROPE  
99.7%)  
Elf Aquitaine subsidiaries  
100%  
TOTAL / Elf Aquitaine other common  
subsidiaries  
(
TOTAL Holdings UK Ltd  
(99.7%)  
(99.7%)  
(99.7%)  
(99.7%)  
TOTAL E & P France  
TOTAL E & P Congo  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(25.9%) E  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
(99.5%)  
TOTAL Nigeria  
(61.6%)  
(99.9%)  
(50.0%) P  
(87.3%)  
(94.9%)  
(99.5%)  
(19.9%) E  
(48.8%) E  
(99.5%)  
(99.5%)  
TOTAL Turkiye  
TOTAL Upstream UK Ltd  
TOTAL Midstream UK Ltd  
Elf Petroleum UK Plc  
South Hook LNG Terminal Company Ltd (8.3%) E  
TOTAL UK Ltd  
S.A. de la Raffinerie des Antilles  
TOTAL Kenya  
TOTAL Sénégal  
TOTAL Petrochemicals France  
Qatar Petrochemical Company Ltd  
Qatofin Company Ltd  
Bostik Holding S.A.  
Bostik S.A.  
TOTAL Participations Petrolières Gabon  
TOTAL Gaz & Electricité Holdings France  
TOTAL LNG Nigeria Ltd  
TOTAL Infrastructures Gaz France  
TOTAL Energie Gaz  
TOTAL Gas & Power Mexico B.V.  
Hazira LNG Private Ltd  
TOTAL (Africa) Ltd  
TOTSA Total Oil Trading S.A.  
Socap International Ltd  
Sofax Banque  
Socap SAS  
Elf Aquitaine Fertilisants  
Grande Paroisse S.A.  
(99.7%)  
(49.9%) P  
(99.7%)  
(99.7%)  
(99.7%)  
(99.7%)  
(99.7%)  
(99.7%)  
(99.7%)  
(99.7%)  
(24.9%) E  
(99.7%)  
(99.7%)  
(99.7%)  
(99.8%)  
(99.7%)  
(99.7%)  
Samsung Total Petrochemicals  
TOTAL E & P Norge AS  
TOTAL Holdings Nederland B.V.  
TOTAL E & P Nederland B.V.  
TOTAL E & P Azerbaidjan B.V.  
TOTAL E & P Bornéo B.V.  
Tepma Colombie  
TOTAL Oil & Gas Venezuela B.V.  
TOTAL Shtokman B.V.  
Shtokman Development A.G.  
TOTAL Nederland N.V.  
G.P.N. S.A.  
TOTAL Italia  
TOTAL Mineraloel und Chemie GmbH  
TOTAL Deutschland GmbH  
TOTAL Raffinerie Mitteldeutschland  
Atotech BV  
Elf Aquitaine other subsidiaries  
TOTAL E & P Cameroun  
TOTAL Gabon  
Rosier  
Cepsa  
Sanofi-Aventis  
(75.4%)  
(58.0%)  
(56.6%)  
(48.6%) E  
(7.4%) E  
*
TOTAL / 261  
APPENDIX 1  
CONSOLIDATED FINANCIAL STATEMENTS  
9
2
62 / TOTAL - Registration Document 2009  
APPENDIX 2  
10  
SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)  
OIL AND GAS INFORMATION PURSUANT TO FASB ACCOUNTING STANDARDS CODIFICATION 932  
New rules  
p. 264  
p. 264  
p. 264  
p. 265  
p. 265  
p. 265  
p. 273  
p. 275  
p. 276  
p. 277  
p. 279  
Preparation of reserves estimates  
Proved developed reserves  
Proved undeveloped reserves  
Estimated proved reserves of oil, bitumen and gas reserves  
Results of operations for oil and gas producing activities  
Costs incurred in oil and gas property acquisition, exploration and development activities  
Capitalized cost related to oil and gas producing activities  
Standardized measure of discounted future net cash flows (excluding transportation)  
Changes in the standardized measure of discounted future net cash flows  
OTHER INFORMATION  
p. 280  
p. 280  
Net gas production, production prices and production costs  
TOTAL / 263  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
1
Oil and gas information pursuant to FASB Accounting  
Standards Codification 932  
reservoir engineering, production geology, production geophysics,  
drilling, and pre-development projects.  
New rules  
An internal control process related to reserves estimation is well  
established within TOTAL and involves the following elements:  
The amendments to Securities and Exchange Commission (SEC)  
Rule 4-10 of Regulation S-X set forth in the “Modernization of Oil  
and Gas Reporting” release (SEC Release n° 33-8995) and the  
Financial Accounting Standard Board (FASB) Accounting Standards  
Update regarding Extractive Activities — Oil and Gas (ASC 932)  
change a number of reserves estimation and disclosure  
requirements. In terms of reserves estimation, the main changes  
are: the use of an average price instead of a single year-end price;  
the use of new reliable technologies to assess proved reserves; and  
the inclusion, under certain conditions, of non traditional sources as  
oil and gas producing activities. The revised rules form the basis of  
the 2009 year-end estimation of proved reserves and their  
o A central Reserve Entity whose responsibility is: to consolidate,  
document and archive the Group’s reserves ; to ensure coherency  
of evaluations worldwide; to maintain the Corporate Reserves  
Guidelines Standards in line with SEC guidelines and policies; to  
deliver training on reserves evaluation and classification; and to  
conduct periodically in-depth technical review of reserves for each  
affiliate .  
o An annual review of reserves conducted by an internal group of  
specialists selected for their expertise in geosciences and  
engineering or their knowledge of the affiliate. All members of this  
group chaired by the Geoscience Reserve Manager and  
composed of at least three Reservoir Committee members are  
knowledgeable in the SEC guidelines for proved reserves  
evaluation. Their responsibility is to provide an independent review  
of reserves changes proposed by affiliates and ensure that  
reserves are estimated using appropriate standards and  
procedures.  
application resulted in an immaterial increase in TOTAL’s proved  
reserves. In particular, positive revisions were made possible in  
2
009 on a limited number of proved properties due to the  
integration of reliable technologies such as seismic and wireline  
pressure data in the proved reserves evaluation workflow. These  
revisions represent less than 2% of the Group’s proved reserves  
portfolio. Bitumen was included in 2008 and 2007 in the crude oil  
reserves and is disclosed separately for 2009 pursuant to the SEC  
requirements, as amended.  
o At the end of the annual review carried out by the Geoscience  
Division, a SEC Reserves Committee chaired by the Exploration &  
Production Finance Senior Vice President and comprised of the  
Geoscience, Strategy and Legal Senior Vice Presidents, or their  
representatives, as well as the Chairman of the Reservoir  
Committee and the Geoscience Reserves Manager, approves the  
SEC reserve booking proposals as regards to criteria that are not  
depending upon reservoir and geoscience techniques. The results  
of the annual review and the proposals for including revisions or  
additions of SEC Proved Reserves are presented to the  
Preparation of reserves estimates  
Exploration & Production Executive Committee for approval before  
final validation by the Group Executive Management.  
The estimation of reserves is an ongoing process which is done  
within affiliates by experienced geoscientists, engineers and  
economists under the supervision of each affiliate’s General  
Management. Persons involved in reserves evaluation are trained to  
follow SEC-compliant internal guidelines and policies regarding  
criteria that must be met before reserves can be considered as  
proved.  
The reserves evaluation and control process is audited periodically  
by the Group internal auditors who verify the effectiveness of the  
reserves evaluation process and control procedures.  
The Geosciences Reserves Manager (GRM) is the technical person  
responsible for preparing the reserves estimates for the Group. The  
GRM supervises the Reserve Entity, chairs the annual review of  
reserves, and is a member of the Reservoir Committee and the SEC  
Reserves Committee. The GRM has a solid background in the fields  
of reservoir engineering and geosciences, a strong experience of  
reserve evaluation, audit and control processes and a good  
knowledge in economics and finance.  
The technical validation process involves a Reservoir Committee  
that is responsible for approving proved reserves changes above a  
certain threshold and technical evaluations of reserves associated  
with any investment decision that requires approval from the  
Exploration & Production Executive Committee. The Chairman of  
the Reservoir Committee and its members are appointed by the  
President of Exploration & Production and represent expertise in  
2
64 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 2  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
SUPPLEMENTAL OIL AND GAS  
INFORMATION (UNAUDITED)  
years from the time of recording proved reserves to the start of  
production due to the complexity and the size of the projects.  
Proved developed reserves  
Development costs for the year 2009 were 8.1 billion. A large part  
of the investments was allocated to major development projects in  
Kazakhstan, Angola, Nigeria, United States, Qatar and Yemen and  
contributed to convert proved undeveloped reserves into proved  
developed reserves.  
At year-end 2009, proved developed reserves of oil and gas were  
5
2
,835 Mboe and represented 56% of proved reserves. At the end of  
008, proved developed reserves were 5,243 Mboe and  
represented 50% of proved reserves. Over the past three years, the  
level of proved developed reserves has remained above 5.2 Bboe  
and over 50% of proved reserves, illustrating TOTAL’s ability to  
consistently transfer proved undeveloped reserves into developed  
status.  
Information shown in the following tables is presented in  
accordance with the FASB’s ASC 932 and the requirements of the  
SEC Regulation S-K (Items 1200 to 1208).  
The tables provided below are presented by the following  
geographic areas: Europe, Africa, the Americas, Middle East and  
Asia (including CIS). Certain previously reported amounts for 2008  
and 2007 have been reclassified to conform to the current year  
presentation.  
Proved undeveloped reserves  
As of December 31, 2009, TOTAL’s combined proved undeveloped  
reserves of oil and gas were 4,648 Mboe as compared to  
Estimated proved reserves of oil,  
bitumen and gas reserves  
5
,215 Mboe at the end of 2008. The reduction of proved  
undeveloped reserves reflects primarily the progress made in  
converting proved undeveloped reserves into proved developed  
reserves in particular with the successful production start up of  
large projects in Nigeria, Angola, United States, Qatar and Yemen.  
The reduction of proved undeveloped reserves associated with the  
transfer into developed reserves has been partially offset by the  
addition of undeveloped reserves mainly in Canada and Argentina.  
The following tables present, for oil, bitumen and gas reserves, an  
estimate of the Group’s oil and gas quantities by geographic areas  
as of December 31, 2009, 2008 and 2007. Quantities shown  
concern proved developed and undeveloped reserves together with  
changes in quantities for 2009, 2008 and 2007.  
More than 60% of the proved undeveloped reserves are associated  
with producing fields and are located for the most part in Canada,  
Nigeria, Yemen, UAE, Venezuela and Norway. These reserves are  
expected to be developed over time as part of initial field  
development plans or additional development phases. The timing to  
bring these proved reserves into production will depend upon  
several factors including reservoir performance, surface facilities or  
plant capacity constraints and contractual limitations on production  
level.  
The definitions used for proved, proved developed and proved  
undeveloped oil and gas reserves are in accordance with the  
revised Rule 4-10 of SEC Regulation S-X.  
All references in the following tables to reserves or production are  
to the Group’s entire share of such reserves or production. TOTAL’s  
worldwide proved reserves include the proved reserves of its  
consolidated subsidiaries as well as its proportionate share of the  
proved reserves of equity affiliates and of two companies  
accounted for by the cost method.  
The remaining proved undeveloped reserves correspond to  
undeveloped fields or assets for which a development has been  
sanctioned or is in progress. These proved undeveloped reserves  
are located primarily in Kazakhstan, Angola and Nigeria. For some  
of the major developments we anticipate it may take more than five  
TOTAL / 265  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
1
Changes in oil, bitumen and gas reserves  
Consolidated subsidiaries  
Middle  
(
in millions of barrels of oil equivalent)  
Proved developed and undeveloped reserves  
Balance as of December 31, 2006  
Europe Africa Americas  
East  
Asia  
Total  
8,976  
1,903  
3,430  
1,823  
532 1,288  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
196  
50  
(3)  
(246)  
280  
93  
(2)  
(285)  
(531)  
2
(23)  
1
(36)  
(16)  
51  
(99)  
(94)  
197  
(470)  
(758)  
(465)  
(92)  
Production for the year  
Balance as of December 31, 2007  
1,900  
3,516  
737  
474 1,224  
7,851  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
41  
82  
17  
374  
110  
(74)  
(280)  
50  
(55)  
106  
(50)  
144  
19  
(46)  
(99)  
715  
211  
17  
(120)  
(709)  
Production for the year  
(225)  
Balance as of December 31, 2008  
1,815  
3,646  
732  
530 1,242  
7,965  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
46  
18  
12  
(2)  
(224)  
76  
53  
(43)  
(266)  
14  
284  
130  
(14)  
(56)  
(7)  
76  
(55)  
25  
154  
431  
142  
(59)  
(702)  
Production for the year  
(101)  
Balance as of December 31, 2009  
1,665  
3,466  
1,090  
544 1,166  
7,931  
Minority interest in proved developed and undeveloped reserves as of  
December 31, 2007  
December 31, 2008  
30  
27  
135  
100  
165  
127  
December 31, 2009  
26  
98  
124  
Equity & non–consolidated affiliates  
Middle  
Proved developed and undeveloped reserves  
Balance as of December 31, 2006  
Europe Africa Americas  
East  
Asia  
Total  
2,144  
60  
2,084  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
(3)  
30  
(9)  
(9)  
554  
(3)  
548  
30  
(9)  
(115)  
Production for the year  
(106)  
Balance as of December 31, 2007  
69  
554  
1,975  
2,598  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
22  
14  
(7)  
6
(33)  
(2)  
3
20  
17  
6
Production for the year  
(108)  
(148)  
Balance as of December 31, 2008  
98  
527  
1,868  
2,493  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
10  
(8)  
(7)  
(18)  
51  
136  
54  
136  
Production for the year  
(105)  
(131)  
Balance as of December 31, 2009  
100  
502  
1,950  
2,552  
2
66 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 2  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
SUPPLEMENTAL OIL AND GAS  
INFORMATION (UNAUDITED)  
Consolidated subsidiaries and equity & non-consolidated affiliates  
Middle  
(
in millions of barrels of oil equivalent)  
As of December 31, 2007  
Europe  
Africa  
Americas  
East  
Asia  
Total  
Proved developed and undeveloped reserves  
1,900  
3,585  
1,291  
2,449  
1,224  
10,449  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,900  
3,516  
69  
737  
554  
474  
1,975  
1,224  
7,851  
2,598  
Proved developed reserves  
1,229  
1,917  
508  
1,242  
487  
5,383  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,229  
1,884  
33  
360  
148  
452  
790  
487  
4,412  
971  
Proved undeveloped reserves  
671  
1,668  
783  
1,207  
737  
5,066  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
671  
1,632  
36  
377  
406  
22  
1,185  
737  
3,439  
1,627  
As of December 31, 2008  
Proved developed and undeveloped reserves  
1,815  
3,744  
1,259  
2,398  
1,242  
10,458  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,815  
3,646  
98  
732  
527  
530  
1,868  
1,242  
7,965  
2,493  
Proved developed reserves  
1,252  
1,801  
515  
1,194  
481  
5,243  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,252  
1,754  
47  
381  
134  
504  
690  
481  
4,372  
871  
Proved undeveloped reserves  
563  
1,943  
744  
1,204  
761  
5,215  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
563  
1,892  
51  
351  
393  
26  
1,178  
761  
3,593  
1,622  
As of December 31, 2009  
Proved developed and undeveloped reserves  
1,665  
3,566  
1,592  
2,494  
1,166  
10,483  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,665  
3,466  
100  
1,090  
502  
544  
1,950  
1,166  
7,931  
2,552  
Proved developed reserves  
1,096  
1,775  
631  
1,918  
415  
5,835  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,096  
1,745  
30  
503  
128  
482  
1,436  
415  
4,241  
1,594  
Proved undeveloped reserves  
569  
1,791  
961  
576  
751  
4,648  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
569  
1,721  
70  
587  
374  
62  
514  
751  
3,690  
958  
TOTAL / 267  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
1
Changes in oil reserves  
The oil reserves include crude oil, natural gas liquids (condensates, LPG) and bitumen reserves as of December 31, 2007 and 2008 and only  
crude oil and natural gas liquids reserves as of December 31, 2009.  
Bitumen reserves as of December 31, 2009 are shown separately.  
Consolidated subsidiaries  
(
in millions of barrels)  
Middle  
East Asia  
Proved developed and undeveloped reserves  
Balance as of December 31, 2006  
Europe Africa Americas  
Total  
5,516  
893  
2,502  
1,345  
237  
539  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
108  
4
(3)  
(122)  
149  
90  
(2)  
(241)  
(549)  
2
(5)  
1
(30)  
(1)  
6
(14)  
(298)  
103  
(470)  
(455)  
(465)  
(48)  
Production for the year  
Balance as of December 31, 2007  
880  
2,498  
285  
203  
530  
4,396  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
15  
12  
2
297  
107  
(74)  
(231)  
(17)  
(16)  
54  
(32)  
64  
3
(43)  
(16)  
413  
122  
2
(117)  
(406)  
Production for the year  
(111)  
Balance as of December 31, 2008  
798  
2,597  
252  
225  
538  
4,410  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
34  
8
1
92  
38  
(44)  
(223)  
(170)  
22  
(1)  
(4)  
1
(34)  
51  
(17)  
3
69  
1
(45)  
(397)  
Production for the year  
(108)  
(15)  
Balance as of December 31, 2009  
733  
2,460  
88  
188  
572  
4,041  
Minority interest in proved developed and undeveloped reserves as of  
December 31, 2007  
December 31, 2008  
15  
12  
116  
89  
131  
101  
December 31, 2009  
12  
88  
100  
Equity affiliates & non–consolidated affiliates  
Middle  
Proved developed and undeveloped reserves  
Balance as of December 31, 2006  
Europe Africa Americas  
East Asia  
Total  
56  
899  
955  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
(3)  
7
(9)  
(8)  
533  
(5)  
(88)  
525  
7
(9)  
(96)  
Production for the year  
Balance as of December 31, 2007  
43  
533  
806  
1,382  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
22  
(7)  
1
6
(32)  
(2)  
3
(88)  
21  
3
6
Production for the year  
(127)  
Balance as of December 31, 2008  
58  
508  
719  
1,285  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
(14)  
(7)  
(5)  
(18)  
(15)  
136  
(79)  
(34)  
136  
Production for the year  
(104)  
Balance as of December 31, 2009  
37  
485  
761  
1,283  
2
68 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 2  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
SUPPLEMENTAL OIL AND GAS  
INFORMATION (UNAUDITED)  
(
in millions of barrels)  
Middle  
East Asia  
As of December 31, 2007  
Europe Africa Americas  
Total  
Proved developed and undeveloped reserves  
880  
2,541  
818  
1,009  
530  
5,778  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
880  
2,498  
43  
285  
533  
203  
806  
530  
4,396  
1,382  
Proved developed reserves  
560  
1,419  
213  
744  
59  
2,995  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
560  
1,389  
30  
70  
143  
182  
562  
59  
2,260  
735  
Proved undeveloped reserves  
320  
1,122  
605  
265  
471  
2,783  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
320  
1,109  
13  
215  
390  
21  
244  
471  
2,136  
647  
As of December 31, 2008  
Proved developed and undeveloped reserves  
798  
2,655  
760  
944  
538  
5,695  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
798  
2,597  
58  
252  
508  
225  
719  
538  
4,410  
1,285  
Proved developed reserves  
516  
1,357  
183  
681  
65  
2,802  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
516  
1,313  
44  
56  
127  
201  
480  
65  
2,151  
651  
Proved undeveloped reserves  
282  
1,298  
577  
263  
473  
2,893  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
282  
1,284  
14  
196  
381  
24  
239  
473  
2,259  
634  
As of December 31, 2009  
Proved developed and undeveloped reserves  
733  
2,497  
573  
949  
572  
5,324  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
733  
2,460  
37  
88  
485  
188  
761  
572  
4,041  
1,283  
Proved developed reserves  
457  
1,331  
187  
728  
65  
2,768  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
457  
1,303  
28  
66  
121  
174  
554  
65  
2,065  
703  
Proved undeveloped reserves  
276  
1,166  
386  
221  
507  
2,556  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
276  
1,157  
9
22  
364  
14  
207  
507  
1,976  
580  
TOTAL / 269  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
1
Changes in bitumen reserves  
Bitumen reserves as of December 31, 2007 and 2008 are included in oil reserves presented in the table “Changes in oil reserves” on pages  
68 and 269.  
2
Consolidated subsidiaries  
Middle  
(
in millions of barrels)  
Proved developed and undeveloped reserves  
Balance as of December 31, 2008  
Europe Africa Americas  
East Asia  
Total  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
176  
192  
(3)  
176  
192  
(3)  
Production for the year  
Balance as of December 31, 2009  
365  
19  
365  
19  
Proved developed reserves as of  
December 31, 2009  
Proved undeveloped reserves as of  
December 31, 2009  
346  
346  
There are no bitumen reserves for equity and non-consolidated affiliates.  
There are no minority interests for bitumen reserves.  
2
70 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 2  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
SUPPLEMENTAL OIL AND GAS  
INFORMATION (UNAUDITED)  
Changes in gas reserves  
Consolidated subsidiaries  
Middle  
(
in billions of cubic feet)  
Proved developed and undeveloped reserves  
Balance as of December 31, 2006  
Europe Africa Americas  
East  
Asia  
Total  
5,452  
4,787  
2,711  
1,769 4,347  
19,066  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
487  
265  
805  
12  
88  
3
(163)  
(79)  
263  
1,138  
543  
(1)  
(1)  
Production for the year  
(673)  
(232)  
(238)  
(34)  
(486)  
(1,663)  
Balance as of December 31, 2007  
5,531  
5,371  
2,564  
1,572 4,045  
19,083  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
145  
377  
76  
381  
17  
366  
300  
458  
90  
(15)  
(480)  
1,650  
484  
76  
(15)  
Production for the year  
(622)  
(240)  
(216)  
(103)  
(1,661)  
Balance as of December 31, 2008  
5,507  
5,529  
2,714  
1,769 4,098  
19,617  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
73  
55  
58  
(127)  
61  
25  
382  
752  
(18)  
399  
(165)  
(212)  
897  
810  
(13)  
(64)  
(77)  
Production for the year  
(633)  
(217)  
(212)  
(122)  
(467)  
(1,651)  
Balance as of December 31, 2009  
5,047  
5,246  
3,597  
2,028 3,466  
19,384  
Minority interest in proved developed and undeveloped reserves as of  
December 31, 2007  
December 31, 2008  
80  
75  
111  
64  
191  
139  
December 31, 2009  
73  
60  
133  
Equity affiliates & non–consolidated affiliates  
Middle  
Proved developed and undeveloped reserves  
Balance as of December 31, 2006  
Europe Africa Americas  
East  
Asia  
Total  
6,473  
20  
6,453  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
126  
(4)  
(2)  
125  
30  
155  
126  
(4)  
(103)  
Production for the year  
(101)  
Balance as of December 31, 2007  
140  
125  
6,382  
6,647  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
76  
(1)  
(13)  
(2)  
(13)  
76  
Production for the year  
(106)  
(109)  
Balance as of December 31, 2008  
215  
110  
6,276  
6,601  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
127  
(1)  
(13)  
(2)  
363  
477  
Production for the year  
(141)  
(144)  
Balance as of December 31, 2009  
341  
95  
6,498  
6,934  
TOTAL / 271  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
1
Consolidated subsidiaries and equity & non-consolidated affiliates  
Middle  
(
in billions of cubic feet)  
As of December 31, 2007  
Europe  
Africa  
Americas  
East  
Asia  
Total  
Proved developed and undeveloped reserves  
5,531  
5,511  
2,689  
7,954  
4,045  
25,730  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
5,531  
5,371  
140  
2,564  
125  
1,572  
6,382  
4,045  
19,083  
6,647  
Proved developed reserves  
3,602  
2,574  
1,647  
2,797  
2,487  
13,107  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
3,602  
2,560  
14  
1,619  
28  
1,572  
1,225  
2,487  
11,840  
1,267  
Proved undeveloped reserves  
1,929  
2,937  
1,042  
5,157  
1,558  
12,623  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,929  
2,811  
126  
945  
97  
1,558  
7,243  
5,380  
5,157  
As of December 31, 2008  
Proved developed and undeveloped reserves  
5,507  
5,744  
2,824  
8,045  
4,098  
26,218  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
5,507  
5,529  
215  
2,714  
110  
1,769  
6,276  
4,098  
19,617  
6,601  
Proved developed reserves  
3,989  
2,292  
1,849  
2,893  
2,440  
13,463  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
3,989  
2,280  
12  
1,807  
42  
1,766  
1,127  
2,440  
12,282  
1,181  
Proved undeveloped reserves  
1,518  
3,452  
975  
5,152  
1,658  
12,755  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,518  
3,249  
203  
907  
68  
3
1,658  
7,335  
5,420  
5,149  
As of December 31, 2009  
Proved developed and undeveloped reserves  
5,047  
5,587  
3,692  
8,526  
3,466  
26,318  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
5,047  
5,246  
341  
3,597  
95  
2,028  
6,498  
3,466  
19,384  
6,934  
Proved developed reserves  
3,463  
2,272  
2,388  
6,606  
2,059  
16,788  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
3,463  
2,261  
11  
2,343  
45  
1,773  
4,833  
2,059  
11,899  
4,889  
Proved undeveloped reserves  
1,584  
3,315  
1,304  
1,920  
1,407  
9,530  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,584  
2,985  
330  
1,254  
50  
255  
1,665  
1,407  
7,485  
2,045  
2
72 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 2  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
SUPPLEMENTAL OIL AND GAS  
INFORMATION (UNAUDITED)  
Results of operations for oil and gas producing activities  
The following tables do not include revenues and expenses related to oil and gas transportation activities and LNG liquefaction and  
transportation activities.  
Consolidated subsidiaries  
(
in million euros)  
Middle  
East  
Year ended December 31, 2007  
Europe Africa Americas  
Asia  
Total  
Revenues  
Non-Group sales  
Group sales  
3,715  
5,484  
2,497  
9,724  
1,869  
417  
1,180  
321  
2,150  
558  
11,411  
16,504  
Total Revenues  
9,199 12,221  
2,286  
1,501  
2,708  
27,915  
Production costs  
Exploration expenses  
(1,102)  
(113)  
(1,287)  
(244) (1,238)  
6,453 8,665  
(4,180) (5,772)  
(906)  
(480)  
(932)  
(248)  
(145)  
(379)  
(544)  
(192)  
(9)  
(318)  
(273)  
(240)  
(129)  
(395)  
(50)  
(2,688)  
(876)  
(3,311)  
(2,349)  
Depreciation, depletion and amortization and valuation allowances  
(
a)  
Other expenses  
Pre-tax income from producing activities  
Income tax  
970  
(576)  
394  
709  
(421)  
288  
1,894  
(934)  
960  
18,691  
(11,883)  
6,808  
Results of oil and gas producing activities  
2,273  
2,893  
Year ended December 31, 2008  
Revenues  
Non-Group sales  
Group sales  
4,521  
2,930  
707  
360  
1,558  
409  
2,819  
626  
12,535  
19,130  
6,310 11,425  
10,831 14,355  
(1,280) (1,055)  
(185)  
(1,266) (1,195)  
(260) (1,214)  
Total Revenues  
1,067  
1,967  
3,445  
31,665  
Production costs  
Exploration expenses  
Depreciation, depletion and amortization and valuation allowances  
Other expenses  
(213)  
(130)  
(318)  
(225)  
(249)  
(4)  
(364)  
(357)  
(263)  
(236)  
(471)  
(60)  
(3,060)  
(764)  
(3,614)  
(2,116)  
(209)  
(
a)  
Pre-tax income from producing activities  
Income tax  
7,840 10,682  
181  
(109)  
72  
993  
2,415  
22,111  
(14,338)  
7,773  
(5,376) (7,160)  
(481) (1,212)  
Results of oil and gas producing activities  
2,464  
3,522  
512  
1,203  
Year ended December 31, 2009  
Revenues  
Non-Group sales  
Group sales  
2,499  
4,728  
1,994  
7,423  
583  
310  
859  
556  
1,926  
597  
7,861  
13,614  
Total Revenues  
7,227  
9,417  
893  
1,415  
2,523  
21,475  
Production costs  
Exploration expenses  
(1,155) (1,122)  
(160) (265)  
(1,489) (1,471)  
(193)  
(121)  
(262)  
(181)  
(204)  
(81)  
(314)  
(170)  
(243)  
(70)  
(613)  
(56)  
(2,917)  
(697)  
(4,149)  
(1,563)  
Depreciation, depletion and amortization and valuation allowances  
(
a)  
Other expenses  
(261)  
(895)  
Pre-tax income from producing activities  
Income tax  
4,162  
5,664  
136  
(103)  
33  
646  
(309)  
337  
1,541  
(747)  
794  
12,149  
(7,534)  
4,615  
(2,948) (3,427)  
1,214 2,237  
Results of oil and gas producing activities  
(
a) Including production taxes and IAS 37 accretion expense (169 M in 2007, 223 M in 2008 and 271 M in 2009).  
TOTAL / 273  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
1
Equity affiliates  
Middle  
(
in million euros)  
Group’s share of results of oil and gas producing activities  
Europe Africa Americas  
East Asia  
Total  
Year ended December 31, 2007  
Year ended December 31, 2008  
95  
49  
245  
179  
287  
274  
581  
Year ended December 31, 2009  
Revenues  
Non-Group sales  
Group sales  
203  
528  
231  
3,382  
962  
3,382  
Total Revenues  
203  
528  
3,613  
4,344  
Production costs  
Exploration expenses  
Depreciation, depletion and amortization and valuation allowances  
Other expenses  
(31)  
(42)  
(9)  
(41)  
(17)  
(73)  
(271)  
(247)  
(343)  
(17)  
(362)  
(205) (2,800)  
(3,014)  
Pre-tax income from producing activities  
Income tax  
121  
(93)  
28  
192  
(74)  
118  
295  
(101)  
194  
608  
(268)  
340  
Results of oil and gas producing activities  
2
74 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 2  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
SUPPLEMENTAL OIL AND GAS  
INFORMATION (UNAUDITED)  
Costs incurred in oil and gas property acquisition, exploration and development  
activities  
The following tables do not include costs incurred related to oil and gas transportation and LNG liquefaction and transportation activities.  
Consolidated subsidiaries  
(
in million euros)  
Middle  
East  
Year ended December 31, 2007  
Europe Africa Americas  
Asia  
Total  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
50  
265  
586  
9
126  
615  
7
10  
9
4
18  
244  
61  
302  
1,195  
6,825  
230  
1,762  
(
a)  
Development costs  
2,853  
320 1,275  
Total cost incurred  
1,992  
3,754  
750  
346 1,541  
8,383  
Year ended December 31, 2008  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
269  
24  
228  
78  
143  
493  
22  
155  
408  
8
5
11  
18  
3
312  
373  
197  
1,199  
7,441  
(
a)  
Development costs  
2,035  
3,121  
281 1,596  
Total cost incurred  
2,556  
3,835  
585  
305 1,929  
9,210  
Year ended December 31, 2009  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
71  
26  
284  
45  
8
475  
3,288  
1,551  
403  
222  
105  
87  
21  
123  
1,772  
458  
1,191  
7,666  
(
a)  
Development costs  
1,658  
618  
250 1,852  
Total cost incurred  
2,039  
3,816  
2,794  
442 1,996  
11,087  
Equity affiliates  
Group’s share of costs of property acquisition,  
exploration and development  
Middle  
East  
Europe Africa Americas  
Asia  
Total  
Year ended December 31, 2007  
Year ended December 31, 2008  
48  
360  
85  
599  
527  
647  
972  
Year ended December 31, 2009  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
22  
93  
3
25  
(
a)  
Development costs  
28  
293  
23  
437  
Total cost incurred  
28  
115  
296  
23  
462  
(
a) Including asset retirement costs capitalized during the year and any gains or losses recognized upon settlement of asset retirement obligation during the year.  
TOTAL / 275  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
1
Capitalized cost related to oil and gas producing activities  
The following tables do not include capitalized cost related to oil and gas transportation and LNG liquefaction and transportation activities.  
Consolidated subsidiaries  
(
in million euros)  
Middle  
East  
As of December 31, 2007  
Europe  
Africa Americas  
Asia  
Total  
Proved properties  
Unproved properties  
29,263  
215  
20,035  
993  
4,032  
153  
4,266  
12  
6,951  
395  
64,547  
1,768  
Total capitalized costs  
Accumulated depreciation, depletion and amortization  
29,478  
(21,092) (10,484)  
21,028  
4,185  
(1,683)  
4,278  
(2,861) (2,005)  
7,346  
66,315  
(38,125)  
Net capitalized costs  
8,386  
10,544  
2,502  
1,417  
5,341  
28,190  
As of December 31, 2008  
Proved properties  
26,030  
25,136  
4,508  
4,824  
8,836  
69,334  
Unproved properties  
Total capitalized costs  
132  
26,162  
1,145  
26,281  
204  
4,712  
25  
4,849  
410  
9,246  
1,916  
71,250  
Accumulated depreciation, depletion and amortization  
(18,382) (12,339)  
(2,051)  
(3,420) (2,598)  
(38,790)  
Net capitalized costs  
7,780  
13,942  
2,661  
1,429 6,648  
32,460  
As of December 31, 2009  
Proved properties  
Unproved properties  
30,613  
337  
27,557  
1,138  
7,123  
839  
5,148 10,102  
30 555  
80,543  
2,899  
Total capitalized costs  
Accumulated depreciation, depletion and amortization  
30,950  
(21,870) (13,510)  
28,695  
7,962  
(2,214)  
5,178 10,657  
(3,325) (3,085)  
83,442  
(44,004)  
Net capitalized costs  
9,080  
15,185  
5,748  
1,853  
7,572  
39,438  
Equity affiliates  
Middle  
Group’s share of net capitalized costs (a)  
Europe  
Africa Americas  
East  
Asia  
Total  
As of December 31, 2007  
As of December 31, 2008  
233  
403  
288  
403  
638  
636  
1,329  
As of December 31, 2009  
Proved properties  
Unproved properties  
610  
726  
135  
2,404  
62  
3,740  
197  
Total capitalized costs  
610  
(387)  
223  
861  
(171)  
690  
2,404  
(1,723)  
681  
62  
3,937  
(2,281)  
1,656  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
62  
(
a) Capitalized costs previously reported for equity affiliates have been restated to be consistent with the methods used for consolidated subsidiaries  
2
76 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 2  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
SUPPLEMENTAL OIL AND GAS  
INFORMATION (UNAUDITED)  
Standardized measure of discounted future net cash flows (excluding  
transportation)  
The standardized measure of discounted future net cash flows  
relating to proved oil, bitumen and gas reserve quantities was  
developed as follows:  
o The future cash flows incorporate estimated production costs  
(including production taxes), future development costs and asset  
retirement costs. All cost estimates are based on year-end  
technical and economic conditions;  
o Future income taxes are computed by applying the year-end  
statutory tax rate to future net cash flows after consideration of  
permanent differences and future income tax credits; and  
o Estimates of proved reserves and the corresponding production  
profiles are based on existing technical and economic conditions;  
o The estimated future cash flows are determined based on prices  
o Future net cash flows are discounted at a standard discount rate  
used in estimating the Group’s proved oil and gas reserves;  
of 10 percent.  
These principles applied are those required by ASC 932 and do not reflect the expectations of real revenues from these reserves, nor their  
present value; hence, they do not constitute criteria for investment decisions. An estimate of the fair value of reserves should also take into  
account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs and a  
discount factor more representative of the time value of money and the risks inherent in reserves estimates.  
TOTAL / 277  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
1
Consolidated subsidiaries  
Middle  
(
in million euros)  
As of December 31, 2007  
Europe  
Africa Americas  
East  
Asia  
Total  
Future cash inflows  
87,540 157,199  
(12,897) (23,109)  
(10,764) (19,012)  
(43,851) (75,557)  
20,028 39,521  
(8,070) (17,474)  
15,000  
(6,702)  
(2,157)  
(1,475)  
4,666  
13,377  
(3,342)  
(693)  
(3,460) (11,436)  
5,882 22,262  
(2,673) (13,591)  
46,758  
(5,519)  
(7,541)  
319,874  
(51,569)  
(40,167)  
(135,779)  
92,359  
Future production costs  
Future development costs  
Future income taxes  
Future net cash flows, after income taxes  
Discount at 10%  
(2,087)  
(43,895)  
Standardized measure of discounted future net cash flows  
11,958  
22,047  
2,579  
3,209  
8,671  
48,464  
As of December 31, 2008  
Future cash inflows  
42,749  
67,761  
7,963  
(4,040)  
(1,863)  
(367)  
1,693  
(715)  
7,047  
(1,942)  
(733)  
(1,577)  
2,795  
19,745  
(5,224)  
(7,497)  
(2,545)  
4,479  
145,265  
(35,171)  
(42,110)  
(34,711)  
33,273  
Future production costs  
Future development costs  
Future income taxes  
Future net cash flows, after income taxes  
Discount at 10%  
(8,593) (15,372)  
(10,423) (21,594)  
(15,651) (14,571)  
8,082  
(3,645)  
16,224  
(8,144)  
(1,333)  
(3,450)  
(17,287)  
Standardized measure of discounted future net cash flows  
4,437  
8,080  
978  
1,462  
1,029  
15,986  
As of December 31, 2009  
Future cash inflows  
50,580 107,679  
(11,373) (23,253)  
(12,795) (21,375)  
(17,126) (36,286)  
18,804  
(8,286)  
(5,728)  
(1,293)  
9,013  
(2,831)  
(698)  
32,004  
(6,996)  
(6,572)  
(5,325)  
218,080  
(52,739)  
(47,168)  
(62,071)  
Future production costs  
Future development costs  
Future income taxes  
(2,041)  
Future net cash flows, after income taxes  
Discount at 10%  
9,286  
26,765  
3,497  
(2,696)  
801  
3,443  
(1,558)  
1,885  
13,111  
(8,225)  
4,886  
56,102  
(30,300)  
25,802  
(3,939) (13,882)  
Standardized measure of discounted future net cash flows  
5,347  
12,883  
Minority interests in future net cash flows as of  
December 31, 2007  
December 31, 2008  
407  
217  
654  
(50)  
1,061  
167  
December 31, 2009  
212  
60  
272  
Equity affiliates  
Middle  
Group’s share of future net cash flows as of  
Europe  
Africa Americas  
East  
Asia  
Total  
December 31, 2007  
December 31, 2008  
526  
418  
2,998  
608  
6,554  
4,275  
10,078  
5,301  
As of December 31, 2009  
Future cash inflows  
1,432  
(624)  
(26)  
16,750  
(6,993) (30,739)  
(1,924)  
(3,650)  
48,486  
66,668  
(38,356)  
(5,841)  
(5,738)  
Future production costs  
Future development costs  
Future income taxes  
(3,891)  
(1,843)  
(245)  
Future net cash flows, after income taxes  
Discount at 10%  
537  
(239)  
298  
4,183  
(2,816)  
1,367  
12,013  
(6,383)  
5,630  
16,733  
(9,438)  
7,295  
Standardized measure of discounted future net cash flows  
2
78 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 2  
Oil and gas information pursuant to FASB Accounting Standards  
Codification 932  
SUPPLEMENTAL OIL AND GAS  
INFORMATION (UNAUDITED)  
Changes in the standardized measure of discounted future net cash flows  
(
in million euros)  
Consolidated subsidiaries  
Beginning of year  
2009  
2008  
2007  
15,986  
48,464  
35,048  
Sales and transfers, net of production costs  
Net change in sales and transfer prices and in production costs and other expenses  
Extensions, discoveries and improved recovery  
Changes in estimated future development costs  
Previously estimated development costs incurred during the year  
Revisions of previous quantity estimates  
Accretion of discount  
(17,266)  
35,738  
(267)  
(4,847)  
7,552  
164  
1,599  
(12,455)  
230  
(26,109)  
(81,358)  
556  
(2,227)  
6,960  
2,693  
4,846  
63,611  
50  
(19,095)  
56,678  
2,895  
(6,491)  
6,581  
(6,521)  
3,505  
(22,585)  
Net change in income taxes  
Purchases of reserves in place  
Sales of reserves in place  
(632)  
(1,500)  
(1,551)  
End of year  
25,802  
15,986  
48,464  
Equity affiiates  
Beginning of year  
5,301  
Sales and transfers, net of production costs  
Net change in sales and transfer prices and in production costs and other expenses  
Extensions, discoveries and improved recovery  
Changes in estimated future development costs  
Previously estimated development costs incurred during the year  
Revisions of previous quantity estimates  
Accretion of discount  
(987)  
2,789  
407  
(88)  
854  
(790)  
530  
(721)  
Net change in income taxes  
Purchases of reserves in place  
Sales of reserves in place  
End of year  
7,295  
TOTAL / 279  
APPENDIX 2  
SUPPLEMENTAL OIL AND GAS  
0
INFORMATION (UNAUDITED)  
1
Other information  
Other information  
Net gas production, production prices and production costs  
Consolidated subsidiaries  
Europe Africa Americas Middle East  
Year ended December 31, 2009  
Asia  
Total  
4,189  
Natural gas production available for sale (Mcf/d) (a)  
1,643  
480  
545  
297 1,224  
Production prices (b)  
Oil (/b)  
Bitumen (/b)  
40.76  
4.81  
40.77  
1.33  
36.22  
23.17  
1.56  
39.94 37.66  
40.38  
23.17  
3.70  
Natural gas (/kcf)  
0.72  
4.47  
Production costs per unit of production (/boe) (c)  
Total liquids and natural gas  
Bitumen  
5.16  
4.22  
3.43  
25.45  
3.69  
2.42  
4.16  
25.45  
(
(
(
a) The reported volumes are different from those shown in the reserves table due to gas consumed in operations.  
b) The volumes used for calculation of the average sales prices are the ones sold from the Group’s own production.  
c) The volumes of liquids used for this computation are shown in the proved reserves tables of this report. The reported volumes for natural gas are different from those shown  
in the reserves table due to gas consumed in operations.  
2
80 / TOTAL - Registration Document 2009  
APPENDIX 3  
TOTAL S.A.  
11  
Chapter 11 (Appendix 3, TOTAL S.A.) was set by the Board of Directors on February 10, 2010, and has not been updated  
with subsequent events.  
STATUTORY AUDITORS’ REPORT ON REGULATED AGREEMENTS AND COMMITMENTS  
STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS  
p. 282  
p. 284  
FINANCIAL STATEMENTS OF TOTAL S.A. AS PARENT COMPANY  
Statement of Income  
p. 286  
p. 286  
p. 287  
p. 288  
p. 289  
Balance Sheet  
Statement of Cash Flow  
Statement of Changes in Shareholders’ Equity  
NOTES TO THE FINANCIAL STATEMENTS  
p. 290  
p. 290  
p. 291  
p. 291  
p. 292  
p. 292  
p. 293  
p. 294  
p. 295  
p. 296  
p. 296  
p. 296  
p. 296  
p. 296  
p. 297  
p. 297  
p. 297  
p. 297  
p. 297  
p. 297  
p. 298  
p. 298  
p. 298  
p. 299  
p. 303  
1
2
3
4
5
6
7
8
9
) Accounting policies  
) Property, plant and equipment  
) Subsidiaries and affiliates: investments and loans  
) Other non-current assets  
) Accounts receivable  
) Shareholders’ equity  
) Contingency reserves  
) Employee benefits obligations  
) Loans  
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
0) Liabilities  
1) Translation adjustment  
2) Sales  
3) Net operating expenses  
4) Operating depreciation, amortization and allowances  
5) Financial expenses and income  
6) Dividends  
7) Other financial income and expenses  
8) Non-recurring income  
9) Basis of taxation  
0) Risk management and financial instruments  
1) Commitments  
2) Average number of employees  
3) Share subscription and share purchase option plans, restricted share grants  
4) Other  
OTHER FINANCIAL INFORMATION CONCERNING THE PARENT COMPANY  
Subsidiaries and affiliates  
p. 304  
p. 304  
p. 305  
p. 307  
p. 307  
p. 308  
Investment portfolio  
Five-year financial data  
Allocation of 2009 income  
Statement of changes in share capital for the past five years  
SOCIAL AND ENVIRONMENTAL INFORMATION  
p. 309  
p. 309  
p. 312  
Social  
Environment  
CONSOLIDATED FINANCIAL INFORMATION FOR THE LAST FIVE YEARS  
Summary consolidated balance sheet for the last five years  
p. 314  
p. 314  
p. 314  
Summary consolidated statement of income for the last five years  
TOTAL / 281  
APPENDIX 3  
1
TOTAL S.A.  
1
Statutory auditors’ report on regulated agreements and commitments  
Statutory auditors’ report on regulated agreements and  
commitments  
This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This  
report should be read in conjunction and construed in accordance with French law and the relevant professional auditing standards applicable  
in France.  
Year ended December 31, 2009  
To the Shareholders,  
In our capacity as statutory auditors of your Company, we hereby present to you our report on the regulated agreements and commitments.  
In accordance with Article L.225-40 of the French Commercial Law (“Code de commerce”), we have been advised of agreements and  
commitments referring to Article L.225-38 of the French Commercial Law (“Code de commerce”) which have been previously authorized by  
your Board of Directors.  
We are not required to ascertain whether any other agreements or commitments exist but to inform you, on the basis of the information  
provided to us, of the terms and conditions of those agreements and commitments indicated to us. We are not required to comment as to  
whether they are beneficial or appropriate. It is your responsibility, in accordance with Article R.225-31 of the French Commercial Commercial  
Law, to evaluate the benefits resulting from these agreements and commitments prior to their approval.  
We performed the procedures we considered necessary in accordance with professional guidance issued by the French national auditing body  
(“Compagnie Nationale des Commissaires aux Comptes”), relating to this engagement. Our work consisted in verifying that the information  
provided to us is in agreement with the underlying documentation from which it was extracted.  
Agreements and commitments entered into by the Company in 2009 which were  
already subject to a statutory auditor’s report presented to the Shareholders’  
meeting held on May 15, 2009 and approved  
The following agreements were allowed by the Board of Directors held on February 11, 2009 and approved by the Shareholders’ meeting held  
on May 15, 2009.  
a) Agreements concerning the pension plan for the Chairman and the Chief Executive Officer:  
Directors affected by the agreement or commitment:  
Mr Thierry Desmarest, Chairman  
Mr Christophe de Margerie, Chief Executive Officer  
Purpose of the agreement or commitment:  
The Chairman and the Chief Executive Officer are entitled to a retirement benefit calculated pursuant to the same formula used for all  
employees of TOTAL S.A.  
Terms and conditions of the agreement or commitment:  
-
Retirement benefit:  
The Chairman and the Chief Executive Officer are also entitled to retirement benefits equal to those available to eligible members of the Group  
under the French National Collective Bargaining Agreement for the Petroleum. This benefit amounts to 25% of the annual compensation  
(including fixed and variable portions) of the twelve-month period preceding the retirement of the Chairman and the Chief Executive Officer.  
The payment of this benefit is subject to performance conditions. These performance conditions are deemed to be met if at least two of the  
three following criteria are satisfied:  
-
-
The average ROE (return on equity) over the three years immediately preceding the year in which the officer retires is at least 12%;  
The average ROACE (return on average capital employed) over the three years immediately preceding the year in which the officer retires  
is at least 10%;  
2
82 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Statutory auditors’ report on regulated agreements and commitments  
-
The Company’s oil and gas production growth over the three years immediately preceding the year in which the officer retires is greater  
than or equal to the average production growth of the four following companies: ExxonMobil, Shell, BP, and Chevron.  
-
Supplementary pension plan:  
This supplementary pension is applicable to the Chairman and the Chief Executive Officer and employees of the Group whose annual  
compensation is greater than the annual social security threshold multiplied by eight. There are no French legal or collective bargaining  
provisions that apply to remuneration above this social security ceiling.  
This supplementary pension plan is financed and managed by TOTAL S.A. to award a pension that is based on the period of employment (up  
to a limit of 20 years) and the portion of annual gross compensation (including fixed and variable portions) exceeding by eight times the annual  
social security threshold. This pension is indexed to the French Association for Complementary Pensions Schemes (ARRCO) index.  
As of December 31, 2009, the Group’s supplementary pension obligations related to the Chairman are the equivalent of an annual pension of  
2
6.29% of the Chairman’s 2009 compensation.  
For the Chief Executive Officer, the Group’s pension obligations are, as of December 31, 2009, the equivalent of an annual pension of 18.72%  
of his 2009 compensation.  
b) Agreement in case of termination of the Chief Executive Officer’s employment or in case his term  
of office is not renewed  
Director affected by the agreement or commitment:  
Mr Christophe de Margerie, Chief Executive Officer.  
Purpose of the agreement or commitment:  
If the Chief Executive Officer’s employment is terminated or if his term of office is not renewed, he is eligible for severance benefits.  
Terms and conditions of the agreement or commitment:  
This severance benefit is equal to two times an individual’s annual pay.  
The calculation will be based on the gross compensation (including both fixed and variable) paid in the twelve-month period preceding the  
termination or the no renewal of the Chief Executive Officer’s term.  
The severance benefits that may be paid upon a change of control or a change of strategy of the Company are cancelled in the case of gross  
negligence or willful misconduct or if the Chief Executive Officer leaves the Company of his own volition, accepts new responsibilities within  
the Group, or may claim full retirement benefits within a short time period.  
The payment of this severance benefit is subject to performance conditions. These performance conditions are deemed to be met if at least  
two of the three following criteria are satisfied:  
-
-
The average ROE (return on equity) over the three years immediately preceding the year in which the officer retires is at least 12%;  
The average ROACE (return on average capital employed) over the three years immediately preceding the year in which the officer retires  
is at least 10%;  
-
The Company’s oil and gas production growth over the three years immediately preceding the year in which the officer retires is greater  
than or equal to the average production growth of the four following companies: ExxonMobil, Shell, BP, and Chevron.  
Agreements and commitments entered into by the Company in 2009  
In accordance with Article L.225-42-1 of the French Commercial Law (“Code de commerce”), the commitments regarding the retirement  
benefit, the supplementary pension plan and, under certain conditions, the severance benefit if Mr Christophe de Margerie’s contract is  
terminated or if his term of office is not renewed, have been confirmed by the Board of Directors held on May 15, 2009 which has renewed the  
contract of Mr Christophe de Margerie as Chief Executive Officer following its renewal as Board member by the Shareholders’ meeting held on  
May 15, 2009, according to the terms and conditions approved by the Board of Directors held on February 11, 2009 and described above.  
Paris, La Défense March 31, 2010  
The statutory auditors  
French original signed by  
KPMG Audit  
A department of KPMG S.A  
ERNST & YOUNG AUDIT  
Pascal Macioce  
Jay Nirsimloo  
TOTAL / 283  
APPENDIX 3  
1
TOTAL S.A.  
1
Statutory auditors’ report on the annual financial statements  
Statutory auditors’ report on the annual financial statements  
This is a free translation into English of the statutory auditors’ report on the financial statements issued in French and it is provided solely for the  
convenience of English speaking users.  
The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information  
is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments  
of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the  
financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions, or disclosures.  
This report also includes information relating to the specific verification of information given in the management report and in the documents  
addressed to shareholders.  
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in  
France.  
Year ended December 31, 2009  
To the Shareholders,  
In compliance with the assignment entrusted to us by your Shareholder’s meeting, we hereby report to you, for the year ended December 31,  
2
009, on:  
o the audit of the accompanying annual financial statements of TOTAL S.A.;  
o the justification of our assessments;  
o the specific verifications and information required by law.  
These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements  
based on our audit.  
I. Opinion on the financial statements  
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the  
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing  
procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the  
financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting  
estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is  
sufficient and appropriate to provide a basis for our audit opinion.  
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at  
3
1 December 2009 and of the results of its operations for the year then ended in accordance with French accounting principles.  
II. Justification of our assessments  
In accordance with the requirements of article L. 823-9 of the French Commercial Law (“Code de commerce”) relating to the justification of our  
assessments, we bring to your attention the following matter:  
We assessed the approaches used by your company to value investments in subsidiaries and affiliates as described in Note 1 to the financial  
statements, based on the information available to date and performed tests to verify the application of those methods. Within the framework of  
our assessments, we verified the reasonable nature of those estimates.  
These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion we  
formed which is expressed in the first part of this report.  
2
84 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Statutory auditors’ report on the annual financial statements  
III. Specific verifications and information  
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.  
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the  
management report of the Board of Directors, and in the documents addressed to shareholders with respect to the financial position and the  
financial statements.  
Concerning the information given in accordance with the requirements of article L. 225-102-1 of the French Commercial Law (“Code de  
commerce”) relating to remunerations and benefits received by the directors and any other commitments made in their favour, we have verified  
its consistency with the financial statements or with the underlying information used to prepare these financial statements and, where  
applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work,  
we attest the accuracy and fair presentation of this information.  
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests  
and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.  
Paris-La Défense, March 31, 2010  
The Statutory Auditors  
French original signed by  
KPMG Audit  
A department of KPMG S.A.  
ERNST & YOUNG AUDIT  
Pascal Macioce  
Jay Nirsimloo  
TOTAL / 285  
APPENDIX 3  
1
TOTAL S.A.  
1
Financial statements of TOTAL S.A. as parent company  
Financial statements of TOTAL S.A. as parent company  
Statement of Income  
For the year ended December 31,  
(
K)  
2009  
2008  
2007  
Sales (Note 12)  
Net operating expenses (Note 13)  
Operating depreciation, amortization and allowances (Note 14)  
8,222,687  
(6,758,269)  
(129,113)  
11,867,602  
(8,691,677) (7,273,461)  
9,604,753  
(76,675)  
(75,954)  
Operating income  
1,335,305  
3,099,250  
2,255,338  
Financial expenses and income (Note 15)  
Dividends (Note 16)  
Net depletion  
(449,419)  
5,777,717  
(236,234)  
2,328  
(1,438,676) (1,473,411)  
7,161,752 6,749,061  
(372,254) (1,114,696)  
Other financial expenses and income (Note 17)  
128,859  
5,479,681  
8,578,931  
243,024  
4,403,978  
6,659,316  
Financial income  
Current income  
5,094,392  
6,429,697  
Gains (Losses) on sales of marketable securities and loans  
Gains (Losses) on sales of fixed assets  
Non-recurring items  
639,371  
(13,802)  
(70,207)  
(24)  
(19,234)  
691,737  
58  
5,648  
Non-recurring income (Note 18)  
625,569  
(89,465)  
697,443  
Employee profit-sharing plan  
Taxes  
(36,973)  
(1,384,612)  
(44,502)  
(2,437,355) (1,532,133)  
(45,701)  
Net income  
5,633,681  
6,007,609 5,778,925  
2
86 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Financial statements of TOTAL S.A. as parent company  
Balance Sheet  
As of December 31,  
(
K)  
2009  
2008  
2007  
ASSETS  
Non-current assets  
Intangible assets  
Depreciation, depletion and amortization  
Intangible assets, net  
Property, plant and equipment (Note 2)  
Depreciation, depletion and amortization  
Property, plant and equipment, net  
775,519  
(208,540)  
566,979  
511,070  
(327,094)  
183,976  
322,360  
(178,718)  
143,642  
483,888  
(308,656)  
175,232  
282,442  
(155,370)  
127,072  
431,873  
(269,702)  
162,171  
Subsidiaries and affiliates: investments and loans (Note 3)  
Depreciation, depletion and amortization  
Other non-current assets (Note 4)  
78,874,175  
(545,634)  
59,547  
77,479,879 76,809,154  
(545,925)  
1,297,618  
(535,460)  
1,701,054  
Investments and other non-current assets, net  
78,388,088  
78,231,572 77,974,748  
Total non-current assets  
79,139,043  
78,550,446 78,263,991  
Current assets  
Inventories  
Accounts receivable (Note 5)  
Marketable securities  
2,293  
2,062,978  
596,076  
2,931  
1,778,280  
760,779  
2,701  
1,808,898  
864,989  
Cash / cash equivalents and short-term deposits  
225,209  
426,877  
534,405  
Total current assets  
2,886,556  
2,968,867  
3,210,993  
Prepaid expenses  
3,532  
8,763  
7,082  
Translation adjustment (Note 11)  
212,588  
110,047  
300,679  
Total assets  
82,241,719  
81,638,123 81,782,745  
LIABILITIES  
Shareholders’ equity (Note 6)  
Share capital  
Paid-in surplus  
Reserves (Note 6B)  
Retained earnings  
Net income  
5,871,057  
27,170,640  
3,975,314  
4,114,277  
5,633,681  
(2,660,016)  
5,929,520  
28,283,676 29,597,987  
3,977,370  
3,416,997  
6,007,609  
5,988,830  
3,976,490  
2,496,875  
5,778,925  
Interim dividends  
(2,655,125) (2,348,019)  
Total Shareholders’ equity  
44,104,953  
3,199,872  
44,960,047 45,491,088  
Contingency reserves (Notes 7 & 8)  
Debts  
2,926,271  
2,541,983  
Long-term loans (Note 9)  
Short-term loans (Note 9)  
Liabilities (Note 10)  
14,614,076  
18,651,431  
1,671,306  
10,935,544  
7,281,800  
21,364,571 24,966,195  
1,450,432 1,501,634  
33,750,547 33,749,629  
Total debts  
34,936,813  
Prepaid expenses  
Translation adjustment (Note 11)  
81  
1,159  
99  
45  
Total liabilities and Shareholders’ equity  
82,241,719  
81,638,123 81,782,745  
TOTAL / 287  
APPENDIX 3  
1
TOTAL S.A.  
1
Financial statements of TOTAL S.A. as parent company  
Statement of Cash Flow  
For the year ended December 31,  
(
M)  
2009  
2008  
2007  
Cash flow from operating activities  
Net income  
Depreciation, depletion and amortization  
Accrued expenses of investments  
Other provisions  
5,634  
89  
6,008  
63  
5,779  
60  
132  
2
274  
5,997  
(639)  
(299)  
31  
384  
6,457  
26  
(35)  
82  
980  
Funds generated from operations  
6,951  
(692)  
(273)  
44  
(Gains) Losses on disposal of assets  
Decrease (Increase) in working capital  
Other, net  
Cash flow from operating activities  
5,090  
6,530  
6,030  
Cash flow used in investing activities  
Purchase of property, plant and equipment and intangible assets  
Purchase of investments and long-term loans  
Total expenditures  
Proceeds from disposal of marketable securities and loans  
Total divestitures  
(538)  
(1,401)  
(1,939)  
955  
(92)  
(1,276)  
(1,368)  
885  
(53)  
(2,070)  
(2,123)  
1,427  
955  
885  
1,427  
Cash flow used in investing activities  
(984)  
(483)  
(696)  
Cash flow used in financing activities  
Capital increase  
Share buybacks  
Balance of cash dividends paid  
Cash interim dividends paid  
Repayment of long-term debt  
Increase (Decrease) in short-term borrowings and bank overdrafts  
32  
(2,655)  
(2,660)  
(245)  
1,220  
257  
(1,222)  
(2,511)  
(2,655)  
(407)  
82  
(1,641)  
(2,362)  
(2,348)  
(133)  
384  
1,206  
Cash flow used in financing activities  
(4,308)  
(6,154)  
(5,196)  
Increase (Decrease) in cash and cash equivalents  
Cash and cash equivalents at beginning of year  
Cash and cash equivalents at year-end  
(202)  
427  
225  
(107)  
534  
427  
138  
396  
534  
2
88 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Financial statements of TOTAL S.A. as parent company  
Statement of Changes in Shareholders’ Equity  
Common shares issued  
Issue  
Retained  
earnings  
Revaluation  
reserve  
38  
(
M)  
Number  
Amount  
6,064  
premium  
Total  
As of January 1, 2007  
2,425,767,953  
31,156  
8,798  
46,056  
Balance of cash dividends paid (a)  
(2,362)  
5,778  
(2,348)  
(2,362)  
5,778  
(2,348)  
(1,733)  
2
007 net income  
(b)  
Cash interim dividends paid for 2007  
Capital decrease  
(33,005,000)  
(82)  
(1,651)  
Exercise of Elf Aquitaine share subscription options covered  
by the exchange guarantee  
Issuance of common shares  
315,312  
2,453,832  
1
6
17  
76  
18  
82  
Changes in revaluation differences  
As of December 31, 2007  
2,395,532,097  
5,989  
29,598  
9,866  
38  
45,491  
Balance of cash dividends paid (c)  
(2,511)  
6,008  
(2,655)  
(2,511)  
6,008  
(2,655)  
216  
2
008 net income  
(d)  
Cash interim dividends paid for 2008  
Issuance of shares reserved for employees  
Capital decrease  
4,870,386  
(30,000,000)  
12  
(75)  
204  
(1,566)  
(1,641)  
Exercise of Elf Aquitaine share subscription options covered  
by the exchange guarantee  
Issuance of common shares  
227,424  
1,178,167  
1
3
9
38  
10  
41  
1
Changes in revaluation differences  
1
As of December 31, 2008  
2,371,808,074  
5,930  
28,283  
10,708  
39  
44,960  
Balance of cash dividends paid (e)  
(2,655)  
5,634  
(2,660)  
(2,655)  
5,634  
(2,660)  
(1,222)  
2
009 net income  
(f)  
Cash interim dividends paid for 2009  
Capital decrease  
(24,800,000)  
(62)  
(1,160)  
Exercise of Elf Aquitaine share subscription options covered  
by the exchange guarantee  
Issuance of common shares  
480,030  
934,780  
1
2
17  
30  
18  
32  
(2)  
Changes in revaluation differences  
(2)  
As of December 31, 2009  
2,348,422,884  
5,871  
27,170  
11,027  
37  
44,105  
(
(
(
(
(
(
a) Balance of the 2006 dividend paid in 2007: 2,362 million (1.00 per share).  
b) Interim dividend paid in 2007: 2,348 million (1.00 per share).  
c) Balance of the 2007 dividend paid in 2008: 2,511 million (1.07 per share).  
d) Interim dividend paid in 2008: 2,655 million (1.14 per share).  
e) Balance of the 2008 dividend paid in 2009: 2,655 million (1.14 per share).  
f) Interim dividend paid in 2009: 2,660 million (1.14 per share).  
TOTAL / 289  
APPENDIX 3  
1
TOTAL S.A.  
1
Notes to the financial statements  
Notes to the financial statements  
Receivables and payables  
1
) Accounting policies  
The 2009 financial statements have been prepared in accordance  
with French Generally Accepted Accounting Principles (“French  
GAAP”).  
Receivables and payables are stated at nominal value. Allowances  
for doubtful debts are recorded when the actual value is inferior to  
the book value.  
Property, plant and equipment  
Foreign currency transactions  
Property, plant and equipment are carried at cost with the  
exception of assets that were acquired before 1976 for which the  
basis has been revalued pursuant to French regulations. They are  
depreciated by the straight-line method over their estimated useful  
life, as follows:  
Receivables and payables denominated in foreign currencies are  
translated into euros at the year-end exchange rate. Translation  
differences for non-hedged items are recorded under “Translation  
adjustment” on the assets or liabilities side of the balance sheet.  
Unrealized exchange losses are recorded as provisions.  
Buildings  
20 – 30 years  
5 – 10 years  
2 – 5 years  
5 – 10 years  
3 – 5 years  
Furniture and fixtures  
Transportation equipment  
Office equipment and furniture  
Computer equipment  
Translation differences related to other foreign receivables and  
payables are recorded in the statement of income and offset by  
unrealized gains or losses from off-balance sheet hedging.  
Investments and loans to consolidated  
subsidiaries and equity affiliates  
Financial instruments  
Investments in consolidated subsidiaries and equity affiliates are  
accounted for at the acquisition cost, or the appraised value for  
investments affected by the 1976 legal revaluation.  
The Company mainly uses financial instruments for hedging  
purposes, in order to manage its exposure to changes in interest  
rates and foreign exchange rates.  
Loans to consolidated subsidiaries and equity affiliates are stated at  
their nominal value.  
The Company enters into interest rate and foreign currency swap  
agreements. The difference between interest to be paid and interest  
to be received or premiums and discounts on these swaps is  
recognized as interest expense or interest income on a prorated  
basis, over the life of the hedged item.  
In the Upstream segment, in the absence of a development  
decision, allowances are recorded against investments and loans  
for an amount corresponding to the exploration costs incurred.  
When the existence of proved reserves is established, the value of  
the investments and loans is limited to the subsidiary expected  
pay-back evaluated at year-end.  
The Company may also use futures, caps, floors, and options.  
Under hedge accounting, changes in the market value of such  
contracts are recognized as interest expense or interest income in  
the same period as the gains and losses on the item being hedged.  
For option contracts, premiums paid are amortized over the  
duration of the option.  
For other segments, allowances for impairment in value are  
calculated by reference to the Company’s equity in the underlying  
net assets, the fair value and usefulness of the investment.  
Inventories  
Inventories are valued at either the historical cost or the market  
value, whichever is lower. Cost for crude oil and refined product  
inventories is determined according to the First-In, First-Out (FIFO)  
method.  
A provision is recorded for any unrealized losses related to  
operations that do not comply with the criteria required for hedge  
accounting.  
2
90 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Notes to the financial statements  
2
) Property, plant and equipment  
2
009  
2008  
Net  
Depreciation,  
As of December 31,  
depletion and  
(
M)  
Cost  
amortization Net  
Land  
Buildings  
Other  
34  
92  
385  
(42)  
(285)  
34  
50  
100  
34  
54  
87  
Total (a)  
511  
(327)  
184  
175  
(
a) As of December 31, 2008, aggregate cost and accumulated depreciation and provision amounted respectively to 484 million and 309 million.  
3
) Subsidiaries and affiliates: investments and loans  
A) Changes in investments and loans  
2
009  
Increases  
Decreases  
Gross  
amount  
at  
As of December 31,  
beginning Non Non Translation  
of year Monetary monetary Monetary monetary adjustment  
Gross amount at  
year-end  
(
M)  
Investments  
Receivables  
72,454  
5,026  
622  
1,172  
29  
100  
(52)  
(239)  
(4)  
(130)  
73,049  
5,825  
(
a)  
(104)  
Total  
77,480  
1,794  
129  
(291)  
(134)  
(104)  
78,874  
Analysis by segment  
Upstream  
Downstream  
Chemicals  
Financial activities  
2,406  
3,327  
13,383  
58,364  
811  
12  
12  
99  
(67)  
(18)  
(206)  
(51)  
(81)  
1
3,111  
3,357  
13,366  
59,040  
971  
18  
(2)  
(105)  
Total  
77,480  
1,794  
129  
(291)  
(134)  
(104)  
78,874  
(
a) Changes in receivables mainly result from flows of funds with Total Finance and Total Treasury.  
B) Allowances for investments and loans  
2
009  
2008  
As of December 31,  
Valuation  
Cost allowance  
(
M)  
Net  
Net  
Investments  
Receivables  
73,049  
5,825  
(437)  
(109)  
72,612  
5,716  
72,026  
4,908  
(
a) (b)  
Total (c)  
78,874  
(546)  
78,328  
76,934  
Analysis by segment  
Upstream  
Downstream  
Chemicals  
Financial activities  
3,111  
3,357  
13,366  
59,040  
(299)  
(116)  
(88)  
2,812  
3,241  
13,278  
58,997  
2,133  
3,211  
13,279  
58,311  
(43)  
Total  
78,874  
(546)  
78,328  
76,934  
(
(
(
a) As of December 31, 2009, the gross amount included 5,240 million related to affiliates.  
b) As of December 31, 2009, the net amount was split into 1,621 million due in 12 months or less and 4,095 million due in 12 months or more.  
c) As of December 31, 2008, aggregate cost and valuation allowance amounted to 77,480 million and 546 million, respectively.  
TOTAL / 291  
APPENDIX 3  
1
TOTAL S.A.  
1
Notes to the financial statements  
4
) Other non-current assets  
A) Changes in other non-current assets  
2
009  
Decreases  
Increases  
Gross  
amount at  
beginning of Non  
year Monetary monetary  
Gross  
amount at  
year-end  
As of December 31,  
Non Translation  
Monetary monetary adjustment  
(
M)  
Investment portfolio (a)  
Other non-current assets  
Deposits and guarantees  
1,226  
57  
4
2
(21)  
(1,222)  
4
40  
16  
14  
Total  
1,297  
6
(21)  
(1,222)  
60  
(
a) Non-monetary decreases correspond to TOTAL shares cancelled in 2009.  
B) Allowances for non-current assets  
2
009  
Valuation  
Cost allowance Net  
2008  
Net  
As of December 31,  
(
M)  
Investment portfolio  
Other non-current assets (  
Deposits and guarantees  
4
40  
16  
4
40  
16  
1,226  
57  
a)  
14  
Total (b)  
60  
60  
1,297  
(
(
a) As of December 31, 2009, net amount is due in 12 months or more.  
b) As of December 31, 2008, aggregate cost and net amounts were equivalent.  
5
) Accounts receivable  
2
009  
2008  
Net  
As of December 31,  
Valuation  
Cost allowance  
(
M)  
Net  
Accounts and notes receivable  
Other operating receivables  
945  
1,118  
945  
1,118  
698  
1,080  
Total (a) (b)  
2,063  
2,063  
1,778  
(
(
a) Including 1,073 million related to affiliates as of December 31, 2009.  
b) Due in 12 months or less.  
2
92 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
Notes to the financial statements  
TOTAL S.A.  
6
) Shareholders’ equity  
A) Common shares  
Share capital transactions are detailed as follows:  
Historical data  
As of January 1, 2007  
2,425,767,953  
Shares issued in connection with:  
Exercise of TOTAL share subscription options  
Exchange guarantee offered to the beneficiaries of Elf  
Aquitaine share subscription options  
2,453,832  
315,312  
(33,005,000)  
Shares cancelled (a)  
As of January 1, 2008  
2,395,532,097  
Shares issued in connection with:  
Capital increase reserved for employees  
Exercise of TOTAL share subscription options  
Exchange guarantee offered to the beneficiaries of Elf  
Aquitaine share subscription options  
4,870,386  
1,178,167  
227,424  
(30,000,000)  
Shares cancelled (b)  
As of January 1, 2009  
2,371,808,074  
934,780  
Shares issued in connection with:  
Exercise of TOTAL share subscription options  
Exchange guarantee offered to the beneficiaries of Elf  
Aquitaine share subscription options  
480,030  
(24,800,000)  
Shares cancelled (c)  
As of December 31, 2009 (d)  
2,348,422,884  
(
(
(
(
a) Approved by the Board of Directors on January 10, 2007.  
b) Approved by the Board of Directors on July 31, 2008.  
c) Approved by the Board of Directors on July 30, 2009.  
d) Including 115,407,190 treasury shares and shares held by subsidiaries deducted from consolidated shareholders equity.  
Capital increase reserved for Company  
employees  
 Share cancellation  
Pursuant to the authorization granted by the shareholders’ meeting  
held on May 11, 2007 authorizing reduction of capital by  
At the shareholders’ meeting held on May 11, 2007, the  
shareholders delegated to the Board of Directors the authority to  
increase the share capital of the Company in one or more  
transactions and within a maximum period of 26 months from the  
date of the meeting, by an amount not exceeding 1.5% of the share  
capital outstanding on the date of the meeting of the Board of  
Directors at which a decision to proceed with an issuance is made  
reserving subscriptions for such issuance to the Group employees  
participating in a company savings plan. It is being specified that  
the amount of any such capital increase reserved for Group  
employees was counted against the aggregate maximum nominal  
amount of share capital increases authorized by the shareholders’  
meeting held on May 11, 2007 for issuing new ordinary shares or  
other securities granting immediate or future access to the  
Company’s share capital with preferential subscription rights (4  
billion in nominal value).  
cancellation of shares held by the Company within the limit of 10%  
of the outstanding capital every 24 months, the Board of Directors  
decided on July 30, 2009 to cancel 24,800,000 shares acquired in  
2008 at an average price of 49.28 per share.  
Treasury shares (TOTAL shares held by the  
parent company TOTAL S.A.)  
As of December 31, 2009, TOTAL S.A. held 15,075,922 of its own  
shares, representing 0,64% of its share capital, detailed as follows:  
o 6,017,499 shares allocated to covering TOTAL share purchase  
option plans for Group employees and executive officers;  
o 5,799,400 shares allocated to TOTAL restricted shares plans for  
Group employees; and  
Pursuant to this delegation of authorization, the Board of Directors,  
during its November 6, 2007 meeting, implemented a first capital  
increase reserved for employees within the limit of 12 million  
shares, par value 2.50, at a price of 44.40 per share, with  
dividend rights as of the January 1, 2007. The subscription period  
ran from March 10, 2008, to March 28, 2008. 4,870,386 shares  
were subscribed by employees pursuant to the capital increase.  
o 3,259,023 shares intended to be allocated to new TOTAL share  
purchase option plans or to new restricted shares plans.  
These shares are deducted from the consolidated shareholders’  
equity.  
TOTAL / 293  
APPENDIX 3  
1
TOTAL S.A.  
1
Notes to the financial statements  
As of December 31, 2008, TOTAL S.A. held 42,750,827 of its own  
shares, representing 1.80% of its share capital, detailed as follows:  
o 30,000,000 shares purchased for cancellation between February  
and December 2007 pursuant to the authorization granted by the  
shareholders’ meetings held on May 12, 2006 and May 11, 2007.  
The Board of Directors on July 31, 2008 decided to cancel these  
30,000,000 shares acquired at an average price of 54.69 per  
share.  
o 12,627,522 shares allocated to covering TOTAL share purchase  
option plans for Group employees;  
o 5,323,305 shares allocated to TOTAL restricted shares plans for  
Group employees; and  
These shares were deducted from the consolidated shareholders’  
equity.  
o 24,800,000 shares purchased for cancellation between January  
and October 2008 pursuant to the authorization granted by the  
shareholders’ meetings held on May 11, 2007 and May 16, 2008.  
The Board of Directors on July 30, 2009 decided to cancel these  
TOTAL shares held by Group subsidiaries  
2
4,800,000 shares acquired at an average price of 49.28 per  
As of December 31, 2009, 2008 and 2007, TOTAL S.A. held  
indirectly through its subsidiaries 100,331,268 of its own shares,  
representing 4.27% of its share capital as of December 31, 2009,  
share.  
These shares were deducted from the consolidated shareholders’  
equity.  
4.23% of its share capital as of December 31, 2008 and 4.19% of  
its share capital as of December 31, 2007 detailed as follows:  
As of December 31, 2007, TOTAL S.A. held 51,089,964 of its own  
shares, representing 2.13% of its share capital, detailed as follows:  
o 2,023,672 shares held by a consolidated subsidiary, Total  
Nucléaire, 100% indirectly controlled by TOTAL S.A.; and  
o 98,307,596 shares held by subsidiaries of Elf Aquitaine  
o 16,343,349 shares allocated to covering TOTAL share purchase  
option plans for Group employees;  
(Financière Valorgest, Sogapar and Fingestval).  
o 4,746,615 shares allocated to TOTAL restricted share plans for  
Group employees; and  
These shares are deducted from the consolidated shareholders’  
equity.  
B) Reserves  
As of December 31,  
(
M)  
2009  
2008  
2007  
Revaluation reserves  
Legal reserves  
37  
740  
39  
740  
38  
740  
Untaxed reserves  
General reserves  
2,808  
390  
2,808 2,808  
390 390  
Total  
3,975  
3,977 3,976  
7
) Contingency reserves  
2
009  
Increases  
Decreases  
Gross amount  
at beginning of  
year  
As of December 31,  
Gross amount  
at year-end  
(
M)  
Used Unused  
(1)  
167 (c)  
Reserves for financial risks  
2,764  
405  
3,001 (a)  
Reserves for operating risks (including notes 8) and compensation  
expense  
Reserves for non-recurring items  
138  
24  
183 (c) (122)  
199 (b)  
(24)  
Total  
2,926  
588  
(147)  
(167)  
3,200  
(
a) Reserves for financial risks are mainly composed of a guarantee granted to an upstream financing subsidiary for 2,719 million and a reserve of 213 million for foreign  
exchange risk.  
(
b) Reserves for operating risks are composed of 137 million for retirement benefits, pension plans and special termination plans, 8 million for long-service awards and  
54 million for restricted share grant. The calculation is based on the value of the shares bought to cover such plan and prorated basis based on the 2-year vesting period  
following which grant of these restricted shares becomes final, subject to a performance condition (Note 23).  
(
c) The outstanding 125 million reserve for financial risks as of December 31, 2008 was transferred to cover operating risk during the 2009 fiscal year.  
2
94 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Notes to the financial statements  
8
) Employee benefits obligations  
TOTAL S.A. enters into employee benefit and pension plans, pre-retirement and special termination benefits. Expenses for defined contribution  
and multi-employers plans correspond to the contributions paid.  
Provisions as of December 31, are as follows:  
(
M)  
2009  
2008  
Pension benefits and other benefits  
Restructuring reserves  
137  
131  
Provisions as of December 31,  
137  
131  
For defined benefit plans, commitments are determined using a prospective methodology called “projected unit credit method”. The  
commitment actuarial value depends on various factors such as the length of service, life expectancy, employee turnover rate, salaries  
revalorization and actualization assumptions.  
The actuarial assumptions used as of December 31, are the following:  
2
009  
2008  
Discount rate  
4.96%  
4.14%  
5.95%  
5.75%  
4.14%  
6.27%  
Average expected rate of salary increase  
Average expected rate of return on plan assets for N+1  
Average residual life expectancy of operations  
10-20 years 10-20 years  
Commitments not covered through insurance companies are accrued for in TOTAL S.A. accounts.  
Actuarial gains and losses resulting from changes in actuarial assumptions are amortized using the straight-line method over the estimated  
remaining length of service of employees involved.  
The reconciliation between the total commitment for pension plans not covered through insurance companies and the provision booked is as  
follows:  
(
M)  
2009  
2008  
Actuarial liability as of December 31,  
Actuarial gains and losses to be amortized  
210  
(73)  
188  
(57)  
Provision for pension benefits and other benefits as of December 31,  
137  
131  
The total commitment for pension plans covered through insurance companies amounts to:  
(
M)  
2009  
2008  
Actuarial liability as of December 31,  
Plan assets  
270  
(174)  
269  
(188)  
Net commitment as of December 31,  
96  
81  
TOTAL / 295  
APPENDIX 3  
1
TOTAL S.A.  
1
Notes to the financial statements  
9
) Loans  
Due date as of  
December 31, 2009  
Within  
one year  
1 to 5 Beyond  
years 5 years  
(
M)  
2009  
2008  
Debenture loans  
6
5
5
5
.20% Bonds 1997-2009 (FRF 900 million) (a)  
.125% Bonds 1998-2009 (FRF 1,000 million)  
116  
61  
1
61  
1
116  
124  
119  
120  
63  
(a)  
(a)  
% Bonds 1998-2013 (FRF 1,000 million)  
.65% Bonds 2000-2010 (EUR 100 million)  
(a)  
Accrued interest  
Total debenture loans  
Other loans (b)  
5
178  
62  
116  
431  
15,047  
18,041  
549 14,498  
18,041  
12,669  
19,200  
(
c)  
Current accounts  
Total  
33,266  
18,652 14,614  
32,300  
(
(
(
a) Through the use of issue swaps, each debenture loan becomes equivalent to a dollar floating rate debt.  
b) Including 15,042 million related to affiliates.  
c) Including 18,041 million related to affiliates.  
1
0) Liabilities  
As of December 31,  
(
M)  
2009  
2008  
Accounts payable  
Other  
744 (a)  
927  
637  
814  
Total (c)  
1,671 (b) 1,451  
(
a) Excluding invoices not yet received (404 million) and invoices from suppliers of foreign branches (301 million), the outstanding liability amounts to 39 million, including  
18 million non-Group, and has the following payment schedule: 12 million due as of December 31, 2009, and 27 million due on January 31, 2010, at the latest.  
(
(
b) Including 222 million in 2009 related to affiliates.  
c) Due in 12 months or less.  
1
1) Translation adjustment  
The application of the foreign currency translation method outlined in Note 1 resulted in a net translation adjustment of 213 million as of  
December 31, 2009, mainly due to dollar-denominated loans.  
1
2) Sales  
Middle East  
& Rest of  
world  
Rest of  
North  
(
M)  
France Europe America Africa  
Total  
8,223  
For the year ended 2009  
326  
250  
110  
824  
6,713  
Hydrocarbon and oil products  
Technical support fees  
326  
138  
112  
110  
824  
6,108  
605  
6,246  
1,977  
For the year ended 2008  
305  
355  
40  
807  
10,361  
11,868  
Hydrocarbon and oil products  
Technical support fees  
305  
192  
163  
40  
807  
9,779  
582  
9,971  
1,897  
1
3) Net operating expenses  
(
M)  
2009  
2008  
Purchase cost of goods sold  
Other purchases and external expenses  
Taxes  
(4,255)  
(1,280)  
(35)  
(6,411)  
(1,306)  
(32)  
Personnel expenses  
(1,188)  
(943)  
Total  
(6,758)  
(8,692)  
2
96 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Notes to the financial statements  
1
4) Operating depreciation, amortization and allowances  
(
M)  
2009  
2008  
Depreciation, valuation allowances and amortization on  
Property, plant and equipment and intangible assets  
Employee benefits  
(68)  
(183)  
(63)  
(22)  
Subtotal 1  
(251)  
(85)  
Reversals  
Employee benefits  
122  
122  
8
8
Subtotal 2  
Total (1+ 2)  
(129)  
(77)  
1
5) Financial expenses and income  
(
M)  
2009  
2008  
Financial expenses (a)  
Interest expenses and other  
Depreciation on investments and loans to subsidiaries and affiliates  
(472)  
(1,528)  
Subtotal 1  
(472)  
(1,528)  
Financial income (b)  
Net gain on sales of marketable securities and interest on loans to subsidiaries and affiliates  
Interest on short-term deposits and other  
3
20  
36  
53  
Subtotal 2  
Total (1+ 2)  
23  
89  
(449)  
(1,439)  
(
(
a) Including, related to affiliates:  
b) Including, related to affiliates:  
424  
20  
1,324  
62  
1
6) Dividends  
(
M)  
2009  
2008  
Upstream  
Downstream  
Chemicals  
1,779  
299  
4
1,448  
526  
1,017  
4,171  
Financial activities  
3,696  
Total  
5,778  
7,162  
This regime provides that the basis for income tax computation of  
the parent company applies to French or foreign companies in  
which the Group owns, under certain conditions; direct or indirect  
shareholdings over 10% in the Exploration & Production segment  
and over 50% for other segments. It allows the parent company to  
offset, within certain limits and conditions, the taxable income of  
profitable companies against the losses of other entities.  
1
7) Other financial income and expenses  
Net income of 2 million is composed entirely of foreign exchange  
income.  
1
8) Non-recurring income  
This tax agreement covers the 2008-2010 period.  
Non-recurring income is a gain of 626 million primarily composed  
of an income on disposal of assets for 639 million, including Total  
Dolphin Midstream Ltd for 388 million, Gaz Transport et Technigaz  
for 279 million and others for (28) million.  
Moreover, TOTAL S.A. has elected for the 95%-owned French  
subsidiaries tax regime provided for by Articles 223 A and following  
of the French Tax Code (“Régime de l’intégration fiscale”).  
1
9) Basis of taxation  
In accordance with the integration agreement signed between  
TOTAL S.A. and its consolidated subsidiaries, the deficits realized  
by the consolidated company during the period of integration are  
definitively acquired by the parent company.  
Pursuant to the provisions of the French Tax Code (Article 209  
quinquies) and in accordance with a tax agreement from the French  
Tax Authorities, the parent company files a worldwide tax return.  
TOTAL / 297  
APPENDIX 3  
1
TOTAL S.A.  
1
Notes to the financial statements  
reducing the related currency exposure by financing these assets in  
the same currency.  
2
0) Risk management and financial  
instruments  
In terms of interest rates, most of the long-term debt is brought  
back to a variable rate through the use of issue swaps (long-term  
interest rate and foreign currency swaps). Day-to-day treasury  
management operates on the basis of the daily rates, for instance  
by using short-term interest rate swaps.  
TOTAL S.A. uses various financial instruments to manage its  
exposure to changes in interest rates and foreign exchange rates.  
For currency exposure generated by commercial activity, the  
hedging of revenues and costs in foreign currencies is typically  
performed using currency operations on the spot market and, in  
some cases, on the forward market. The Group rarely hedges future  
cash flows, although it may use options to do so.  
An independent department monitors the status of the financial  
instruments, especially through marked-to-market valuations and  
sensitivity estimations. Counterparty risk is strictly monitored.  
With respect to currency exposure linked to non-current assets  
booked in a currency other than the euro, the Group has a policy of  
More detailed information on the risk management policy can be  
found in Chapter 4 of this Registration Document.  
2
1) Commitments  
As of December 31,  
(
M)  
2009  
2008  
Commitments given  
Guarantees on custom duties  
Bank guarantees  
1,021  
4,689  
4,115  
500  
16,669  
25,207  
52,201  
1,021  
4,985  
2,282  
Guarantees given on other commitments  
Guarantees related to confirmed lines of credit  
4,322  
(a)  
Short term financing plan  
Bond issue plan  
17,022  
20,443  
50,075  
(
a)  
Total commitments given  
Commitments received  
Guarantees related to confirmed lines of credit  
Guarantees on confirmed authorized bank overdrafts  
Other commitments received  
5,419  
5,627  
1,130  
5,467  
Total commitments received  
12,176  
5,467  
(
a) TOTAL S.A. guarantees the short-term financing plan and the bond issue incurred by Total Capital. On the overall plan amount of 41,876 million, 19,647 million were  
incurred as of December 31, 2009 and 13,893 million as of December 31, 2008.  
Portfolio of financial derivative instruments  
The off-balance sheet commitments related to financial derivative instruments are set forth below.  
As of December 31,  
(
M)  
2009  
2008  
Issue swaps  
(a)  
Notional amount, accrued coupon interest  
Fair value, accrued coupon interest (  
Forward contract of currencies  
177  
92  
426  
133  
b)  
(
a)  
Notional amount  
919  
4
1,367  
7
(
b)  
Fair value  
(
(
a) These amounts set the level of notional commitment without being representative of a potential loss or gain.  
b) This value was determined by estimating future cash flows on a borrowing-by-borrowing basis and discounting these future cash flows using the zero coupon interest rate  
curves at year-end and taking into account a spread that corresponds to the average risk classification of the Company.  
2
2) Average number of employees  
As of December 31,  
2009  
2008  
Executives  
Supervisors  
Technical and administrative staff  
4,748  
1,431  
416  
4,520  
1,408  
383  
Total  
6,595  
6,311  
2
98 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Notes to the financial statements  
2
3) Share subscription and share purchase option plans, restricted share grants  
TOTAL share subscription option plans  
Weighted-  
average  
exercise  
price  
2
003  
2004  
Plan  
2005  
Plan  
2006  
Plan  
2007  
Plan  
2008  
Plan  
2009  
Plan  
Plan  
Total  
Date of the Shareholders'  
Meeting  
05/17/2001 05/14/2004 05/14/2004 05/14/2004 05/11/2007 05/11/2007 05/11/2007  
07/16/2003 07/20/2004 07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009  
(
a)  
Date of grant  
Exercise price until May 23, 2006  
(
b)  
(in euros)  
33.30  
32.84  
39.85  
39.30  
49.73  
49.04  
Exercise price since May 24, 2006  
(
b)  
(in euros)  
50.60  
60.10  
42.90  
39.90  
Expiration date  
07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017  
Number of options (c)  
Outstanding as of January 1, 2007 10,608,590 13,430,372 6,275,757 5,726,160  
36,040,879  
40.89  
Notified  
Cancelled  
Exercised  
(11,524)  
(20,795)  
(13,180)  
(1,920)  
5,937,230  
(17,125)  
5,937,230  
(84,060)  
(2,453,832)  
60.10  
44.94  
33.55  
(22,138)  
(2,218,074) (213,043)  
(20,093)  
Outstanding as of January 1, 2008 8,368,378 13,197,236 6,243,438 5,711,060 5,920,105  
39,440,217  
44.23  
Notified  
Cancelled  
Exercised  
(34,032)  
(17,702)  
(53,304)  
(6,700)  
(34,660)  
4,449,810  
(6,000)  
4,449,810  
(271,320)  
(1,178,167)  
42.90  
44.88  
34.89  
(25,184) (118,140)  
(841,846) (311,919)  
Outstanding as of January 1, 2009 7,501,348 12,767,177 6,191,704 5,651,056 5,885,445 4,443,810  
42,440,540  
44.35  
Notified  
Cancelled  
Exercised  
(6,264)  
(5,370)  
(13,780)  
(2,180)  
4 387 620 4 387 620  
39.90  
45.04  
34.59  
(8,020)  
(681,699) (253,081)  
(18,387)  
(10,610)  
(64,611)  
(934,780)  
Outstanding as of  
December 31, 2009  
6,811,629 12,495,709 6,185,440 5,645,686 5,871,665 4,441,630  
4,377,010 45,828,769  
44.12  
(
a) The date of the award is the date of the Board meeting awarding the share subscription options, except for the award of October 9, 2008, approved by the Board on  
September 9, 2008.  
(
b) Exercise price in euros. The exercise prices of TOTAL subscription shares of the plans in force at that date were multiplied by 0.25 to take into account the four-for-one stock  
split on May 18, 2006. Moreover, following the spin-off of Arkema, the exercise prices of TOTAL subscription shares of these plans were multiplied by an adjustment factor  
equal to 0.986147 with effect as of May 24, 2006.  
(
c) The number of options awarded, outstanding, cancelled or exercised before May 23, 2006 included, was multiplied by four to take into account the four-for-one stock split  
approved by the Shareholders’ Meeting on May 12, 2006.  
Options are exercisable, subject to a continued employment  
condition, after a 2-year vesting period from the date of the Board  
meeting awarding the options and expire eight years after this date.  
The underlying shares may not be transferred during the 4-year  
period from the date of the Board meeting awarding the options.  
For the 2007, 2008 and 2009 Plans, the four-year transfer restriction  
period does not apply to employees of non-French subsidiaries as  
of the date of the grant, who may transfer the underlying shares  
after a two-year period form the date of the grant.  
awarded subject to a performance condition. This condition is  
based on the average ROE of the Group as published by TOTAL.  
The average ROE is calculated based on the Group's consolidated  
balance sheet and statement of income for fiscal years 2009 and  
2010.  
The acquisition rate:  
o is equal to zero if the ROE is less than or equal to 7%;  
o varies on a straight-line basis between 0% and 100% if the ROE  
is more than 7% and less than 18%; and  
The continued employment condition states that the termination of  
the employment contract will also terminate the grantee’s right to a  
restricted share grant.  
o is equal to 100% if the ROE is more than or equal to 18%.  
In addition, the Board of Directors required that, for the Chief  
Executive Officer, the number of share subscription options finally  
granted will be subject to two performance conditions.  
For the 2009 plan, the Board of Directors required that for each  
beneficiary other than the CEO of more than 25,000 options, one  
third of the options granted in excess of this number will be finally  
TOTAL / 299  
APPENDIX 3  
1
TOTAL S.A.  
1
Notes to the financial statements  
o For 50% of the share subscription options granted, the  
performance condition states that the number of options finally  
granted is based on the average ROE of the Group as published  
by TOTAL. The average ROE is calculated based on the Group's  
consolidated balance sheet and statement of income for fiscal  
years 2009 and 2010. The acquisition rate is equal to zero if the  
average ROE is less than or equal to 7%, varies on a straight-line  
basis between 0% and 100% if the average ROE is more than  
For the 2007 and 2008 plans, the Board of Directors required that  
for each beneficiary of more than 25,000 options, one third of the  
options granted in excess of this number will be finally awarded  
subject to a performance condition. This performance condition  
states that the number of shares finally granted is based on the  
ROE of the Group. The ROE is calculated on the consolidated  
accounts published by TOTAL and related to the fiscal year  
preceding the final grant.  
7
% and less than 18%, and is equal to 100% if the average ROE  
is more than or equal to 18%.  
The acquisition rate:  
o is equal to zero if the ROE is less than or equal to 10%;  
o For 50% of the share subscription options granted, the  
performance condition states that the number of options finally  
granted is related to the average ROACE (Return On Average  
Capital Employed) of the Group as published by TOTAL. The  
average ROACE is calculated based on the Group's consolidated  
balance sheet and statement of income for fiscal years 2009 and  
o varies on a straight-line basis between 0% and 80% if the ROE is  
more than 10% or less than 18%;  
o varies on a straight-line basis between 80% and 100% if the ROE  
is more than or equal to 18% or less than 30%; and  
o is equal to 100% if the ROE is more than or equal to 30%.  
2
010. The acquisition rate is equal to zero if the ROACE is less  
than or equal to 6%, varies on a straight-line basis between 0%  
and 100% if the ROACE is more than 6% and less than 15%, and  
is equal to 100% if the ROACE is more than or equal to 15%.  
For the 2007 plan, the options acquisition rate, related to the  
performance condition, was 100%.  
TOTAL share purchase option plans  
Weighted-average  
exercise price  
1
999 Plan (a) 2000 Plan (b) 2001 Plan (c) 2002 Plan (d)  
Total  
Date of the Shareholders’ Meeting  
Date of grant  
Exercise price until May 23, 2006 included  
Exercise price from May 24, 2006 included  
05/21/1997  
06/15/1999  
28.25  
05/21/1997  
07/11/2000  
40.68  
05/17/2001 05/17/2001  
07/10/2001 07/09/2002  
(
e)  
(
f)  
42.05  
41.47  
39.58  
39.03  
(
f)  
27.86  
40.11  
Expiration date  
06/15/2007  
07/11/2008  
07/10/2009 07/09/2010  
Number of options (g)  
Outstanding as of January 1, 2007  
1,370,424  
4,928,505  
6,861,285  
9,280,716 22,440,930  
39.33  
Notified  
Cancelled  
Exercised  
(138,023)  
(1,232,401)  
(3,452)  
(1,782,865)  
29.28  
37.92  
(7,316)  
(7,104)  
(155,895)  
(1,703,711) (2,210,429) (6,929,406)  
Outstanding as of January 1, 2008  
3,142,188  
5,150,258  
7,063,183 15,355,629  
40.07  
Notified  
Cancelled  
Exercised  
(480,475)  
(2,661,713)  
(3,652)  
(455,180)  
40.09  
40.10  
(13,392)  
(598,934) (3,715,827)  
(497,519)  
Outstanding as of January 1, 2009  
4,691,426  
6,450,857 11,142,283  
40.06  
Notified  
Cancelled  
Exercised  
(4,650,446)  
(40,980)  
41.47  
39.21  
(7,920) (4,658,366)  
(507,676)  
(548,656)  
Outstanding as of December 31, 2009  
5,935,261  
5,935,261  
39.03  
(
(
(
(
a) Options were exercisable, subject to a continued employment condition, and expired eight years after this date. The underlying shares may not be transferred during the  
5-year period from the date of the Board meeting awarding the options. This plan expired on June 15, 2007.  
b) Options were exercisable, subject to a continued employment condition, after a 4-year vesting period from the date of the Board meeting awarding the options and expired  
eight years after this date. The underlying shares may not be transferred during the 5-year period from the date of the award. This plan expired on July 11, 2008.  
c) Options were exercisable, subject to a continued employment condition, after a 3.5-year vesting period from the date of the Board meeting awarding the options and expired  
eight years after this date. The underlying shares may not be transferred during the 4-year period from the date of the award. This plan expired on July 10, 2009.  
d) Options are exercisable, subject to a continued employment condition, after a 2-year vesting period from the date of the Board meeting awarding the options and expire  
eight years after this date. The underlying shares may not be transferred during the 4-year period from the date of the award.  
(
(
e) The date of the award is the date of the Board meeting awarding the options.  
f) Exercise price in euros. The exercise prices of TOTAL share purchase options of the plans at that date were multiplied by 0.25 to take into account the four-for-one stock  
split on May 18, 2006. Moreover, following the spin-off of Arkema, the exercise prices of TOTAL share purchase options of these plans were multiplied by an adjustment  
factor equal to 0.986147 with effect as of May 24, 2006.  
(
g) The number of options awarded, outstanding, cancelled or exercised before May 23, 2006 included, was multiplied by four to take into account the four-for-one stock split  
approved by the Shareholders’ Meeting on May 12, 2006.  
3
00 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Notes to the financial statements  
exchange ratio described above (see pages 24 and 25 of the  
Prospectus for the purpose of listing Arkema shares on Euronext  
Paris in connection with the allocation of Arkema shares to  
Exchange guarantee granted to the holders of  
Elf Aquitaine share subscription options  
TOTAL S.A. shareholders”). Following the approval by Elf Aquitaine  
Shareholders’ Meeting on May 10, 2006 of the spin-off of S.D.A. by  
Elf Aquitaine, the approval by TOTAL S.A. Shareholders’ Meeting  
on May 12, 2006 of the spin-off of Arkema by TOTAL S.A. and the  
four-for-one TOTAL stock split, the exchange ratio was adjusted to  
six TOTAL shares for one Elf Aquitaine share on May 22, 2006. In  
Pursuant to the public exchange offer for Elf Aquitaine shares which  
was made in 1999, the Group made a commitment to guarantee the  
holders of Elf Aquitaine share subscription options, at the end of the  
period referred to in Article 163 bis C of the French Tax Code (CGI),  
and until the end of the period for the exercise of the options, the  
possibility to exchange their future Elf Aquitaine shares for TOTAL  
shares, on the basis of the exchange ratio of the offer (nineteen  
TOTAL shares for thirteen Elf Aquitaine shares).  
2009, 75,699 options were exercised and 80,005 Elf Aquitaine  
shares were exchanged based on the exchange ratio of six TOTAL  
shares for one Elf Aquitaine share pursuant as adjusted on  
May 22, 2006.  
In order to take into account the spin-off of S.D.A. (Société de  
Développement Arkema) by Elf Aquitaine, the spin-off of Arkema by  
TOTAL S.A. and the four-for-one TOTAL stock split, the Board of  
Directors of TOTAL S.A., in accordance with the terms of the share  
exchange undertaking, approved on March 14, 2006 to adjust the  
As of December 31, 2009, the exchange guarantee is no longer in  
effect and Elf Aquitaine share subscription option plans have  
expired. Therefore, no Elf Aquitaine shares are covered by the  
exchange guarantee as of December 31, 2009.  
Weighted-average  
Elf Aquitaine subscription plan (a)  
1999 Plan n°1 1999 Plan n°2  
Total  
exercise price  
(b)  
(
b)  
Exercise price until May 23, 2006 included  
Exercise price since May 24, 2006  
Expiration date  
115.60  
114.76  
03/30/2009  
171.60  
170.36  
09/12/2009  
(
b)  
Outstanding options as of January 1, 2009  
90,342  
6,044  
96,386  
118.25  
Outstanding Elf Aquitaine shares covered by the exchange guarantee as of  
December 31, 2008  
5,295  
69,655  
73,961  
6,044  
6,044  
5,295  
75,699  
80,005  
Options exercised in 2009  
119.20  
Shares exchanged in 2009  
Outstanding options as of December 31, 2009  
Outstanding Elf Aquitaine shares covered by the exchange guarantee as of  
December 31, 2009  
Total of Elf Aquitaine shares, either outstanding or to be created, covered  
by the exchange guarantee for TOTAL shares as of December 31, 2009  
(
a) Adjustments approved by the Board of Elf Aquitaine on March 10, 2006, pursuant to Articles 174-9, 174-12 and 174-13 of Decree No. 67-236 dated March 23, 1967, in effect  
at the time of this meeting as well as at the time of the Shareholders’ Meeting of Elf Aquitaine on May 10, 2006, related to the spin-off of S.D.A. These adjustments have been  
made on May 22, 2006 with an effective date of May 24, 2006.  
(
b) Exercise price in euros. To take into account the spin-off of S.D.A., the exercise prices of Elf Aquitaine share subscription options were multiplied by an adjustment factor  
equal to 0.992769 with effect on May 24, 2006.  
TOTAL / 301  
APPENDIX 3  
1
TOTAL S.A.  
1
Notes to the financial statements  
TOTAL restricted share grants  
2
005 Plan (a)  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
Total  
Date of the Shareholders’ Meeting  
Date of grant  
Date of the final grant (end of vesting period)  
Transfer possible from  
05/17/2005 05/17/2005 05/17/2005 05/16/2008 05/16/2008  
07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009  
07/20/2007 07/19/2008 07/18/2009 10/10/2010 09/16/2011  
07/20/2009 07/19/2010 07/18/2011 10/10/2012 09/16/2013  
(
b)  
Number of restricted shares  
Outstanding as of January 1, 2007  
2,267,096  
2,272,296  
4,539,392  
Notified  
Cancelled  
Finally granted  
(38 088)  
(2,229,008)  
(6 212)  
(2 128)  
2,366,365  
(2 020)  
2,366,365  
(46,320)  
(2,232,424)  
(
c)  
(1 288)  
Outstanding as of January 1, 2008  
2,263,956  
2,363,057  
4,627,013  
Notified  
Cancelled  
Finally granted  
(29 504)  
(336)  
2,791,968  
(19 220)  
2,791,968  
(89,706)  
(2,223,310)  
(
d)  
2 840  
(2,840) (2,220,134)  
(43,822)  
(
c) (d)  
Outstanding as of January 1, 2009  
2,333,217  
2,772,748  
5,105,965  
Notified  
Cancelled  
Finally granted  
1 928  
(1,928)  
(9 672)  
(600)  
2,972,018  
(5 982)  
2,972,018  
(23,222)  
(2,326,249)  
2 922  
(2,922) (2,320,799)  
(12 418)  
(
c) (d)  
Outstanding as of December 31, 2009  
2,762,476  
2,966,036  
5,728,512  
(
(
a) The number of restricted shares granted has been multiplied by four to take into account the four-for-one stock split on May 18, 2006.  
b) The date of the award is the date of the Board meeting awarding the grant of restricted share, except for the award of October 9, 2008, approved by the Board on its meeting  
on September 9, 2008.  
(
c) Finally granted following the death of the beneficiaries or restricted shares (2005, 2006 and 2007 plans for fiscal year 2007, 2007 plan for fiscal year 2008 and 2008 plan for  
fiscal year 2009).  
(
d) For the 2005 and 2006 plans, final restricted share grants for which entitlement right had been cancelled erroneously.  
The shares granted, previously bought back by the Company on the  
market, are finally granted to their beneficiaries after a 2-year  
vesting period from the date of the grant. This final grant is subject  
to continued employment and performance conditions. Moreover,  
the transfer of the restricted shares finally granted will not be  
permitted until the end of a 2-year mandatory holding period from  
the date of the final grant.  
o varies on a straight-line basis between 0% and 100% if the ROE  
is more than 7% and less than 18%; and  
o is equal to 100% if the ROE is more than or equal to 18%.  
For the 2007 and 2008 plans, the Board of Directors required that,  
for each beneficiary, the shares will be finally granted subject to a  
performance condition. This performance condition states that the  
number of restricted shares finally granted is based on the ROE of  
the Group. The ROE is calculated on the consolidated accounts  
published by TOTAL and related to the fiscal year preceding the  
final grant.  
The continued employment condition states that the termination of  
the employment contract during the vesting period also terminates  
the grantee’s right to a restricted share grant.  
The acquisition rate:  
For the 2009 plan, the Board of Directors required that, for each  
beneficiary of more than 100 shares, half of the shares in excess of  
this number will be finally granted subject to a performance  
condition. This condition is based on the average ROE of the Group  
as published by TOTAL. The average ROE is calculated based on  
the Group's consolidated balance sheet and statement of income  
for fiscal years 2009 and 2010.  
o is equal to zero if the ROE is less than or equal to 10%;  
o varies on a straight-line basis between 0% and 80% if the ROE is  
more than 10% or less than 18%;  
o varies on a straight-line basis between 80% and 100% if the ROE  
is more than or equal to 18% or less than 30%; and  
o is equal to 100% if the ROE is more than or equal to 30%.  
The acquisition rate:  
For the 2005, 2006 and 2007 plans, the acquisition rates of the  
shares granted, related to the performance conditions, were 100%.  
o is equal to zero if the ROE is less than or equal to 7%;  
3
02 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Notes to the financial statements  
The compensation allocated to members of the Board of Directors  
for directors’ fees amounted to 0.97 million in 2009 (compared to  
2
4) Other  
0.83 million in 2008 and 0.82 million in 2007).  
Compensation for the administration and  
management bodies  
Sinking of the Erika  
The aggregate amount paid directly or indirectly by the French and  
foreign affiliates of the Company as compensation to the executive  
officers of TOTAL (the members of the Management Committee and  
the Treasury) and to the members of the Board of Directors who are  
employees of the Group, is detailed as follows:  
Following the judgment announced by the Paris Criminal Court on  
January 16, 2008, TOTAL S.A. has decided to appeal the verdict  
and to pay the court-ordered compensation to the victims of  
pollution who are willing to accept it in a full and final settlement.  
The appeal proceedings were heard by the Court of Appeals of  
Paris in late 2009. Decision of the Court of Appeals of Paris is  
expected to be handed down in the first half of 2010.  
For the year ended December 31,  
(
M)  
2009  
2008 2007  
Number of people  
27  
19.4  
1.3  
30  
20.4  
2.2  
30  
19.9  
2.3  
Direct or indirect compensation  
Share-based payments (restricted shares)  
TOTAL S.A. considers, based on a reasonable estimation of  
amounts at their expense in this case, that it should have no  
significant impact on the financial position or the results of  
TOTAL S.A.  
(
a)  
Pension expenses  
10.6  
11.9  
12.2  
(
a) The benefits provided for executive officers and certain members of the Board of  
Directors, employees and former employees of the Group, include severance to  
be paid on retirement, supplementary pension schemes and insurance plans,  
which represent 96.6 million provisioned as of December 31, 2009, (compared  
to 98 million as of December 31, 2008 and 102.9 million as of December 31,  
2007).  
TOTAL / 303  
APPENDIX 3  
1
TOTAL S.A.  
1
Other financial information concerning the parent company  
Other financial information concerning the parent company  
Subsidiaries and affiliates  
Book value of  
investments  
%
of share  
capital owned  
Other  
As of December 31, 2009  
by the Share shareholders’  
Loans & Net Dividends Commitments &  
net advances Sales income paid contingencies  
(
M)  
company capital  
equity gross  
Subsidiaries  
Cray Valley S.A.  
Elf Aquitaine  
100.0  
95.7 2,251  
70  
23  
69  
69  
25  
363  
278  
191  
191  
4
(2)  
4,012  
72  
2,455  
82  
750  
19,334 45,339 45,339  
Omnium Insurance Reinsur. Cie  
Total China Investment Ltd  
Total Chimie  
Total E&P Canada  
Total E&P Holdings  
Total Énergie Développement  
Total Gasandes S.A.  
Total Gaz & Énergies Nouvelles  
Hld  
Total Gestion U.S.A.  
Total Holdings Europe  
Total Outre Mer  
Total Raffinage Marketing  
Total Refining Saudi Arabia  
S.A.S.  
100.0  
100.0  
100.0  
100.0  
65.8  
28  
111  
930  
529  
6
394  
(18)  
114  
117  
114  
60  
16  
12,255 13,117 13,117  
(253) 565 565  
2,776 1,118 1,118  
851  
(14)  
2,035  
(6)  
1,322  
1,747  
7
100.0  
100.0  
46  
4
(17)  
62  
80  
51  
(2)  
100.0  
100.0 3,969  
53.2  
100.0  
59.6  
330  
48  
330  
3,969 3,969  
330  
48  
3,048  
120  
104  
76  
65  
77  
624  
10,236 4,446 4,446  
129 95 95  
443 2,632 2,632  
2,166  
– 22,731  
(670)  
1,000  
100.0  
80  
(6)  
80  
921  
80  
632  
99  
5,701  
(6)  
564  
(
a)  
Other  
45,757  
Total  
73,054 72,617  
5,825  
5,778  
48,086 (b)  
(
(
a) Including Total Finance for 3,235 million and Total Treasury for 1,314 million.  
b) Including 41,876 million concerning Total Capital for debenture loan emission program and short-term financing.  
3
04 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Other financial information concerning the parent company  
Investment portfolio  
Number of Percentage  
Number of  
shares  
shares  
held by  
of capital  
Par value  
owned by Gross value  
() outstanding the Company TOTAL S.A.  
As of December 31, 2009  
(K)  
Investments Companies  
Bostik Holdings SA  
Bostik S.A.  
Cray Valley S.A.  
Daja 69 S.A.S.  
Daja 73 S.A.S.  
Daja 74 S.A.S.  
Daja 75 S.A.S.  
Daja 76 S.A.S.  
Daja 77 S.A.S.  
Daja 78 S.A.S.  
Daja 79 S.A.S.  
Daja 81 S.A.S.  
Daja 87 S.A.S.  
Daja 88 S.A.S.  
Daja 89 S.A.S.  
Daja 90 S.A.S.  
Daja 91 S.A.S.  
Daja 92 S.A.S.  
Daja 93 S.A.S.  
Daja 94 S.A.S.  
Daja 95 S.A.S.  
Daja 96 S.A.S.  
Daja 97 S.A.S.  
Daja 98 S.A.S.  
Daja 99 S.A.S.  
Daja 100 S.A.S.  
Daja 101 S.A.S.  
Daja 102 S.A.S.  
Daja 103 S.A.S.  
Daja 104 S.A.S.  
Daja 105 S.A.S.  
Daja 106 S.A.S.  
Daja 107 S.A.S.  
Daja 108 S.A.S.  
Daja 109 S.A.S.  
Daja 110 S.A.S.  
Daja 111 S.A.S.  
Daja 112 S.A.S.  
Daja 113 S.A.S.  
Daja 114 S.A.S.  
Elf Aquitaine  
Eurotradia International  
Gie Fost  
Le Monde Entreprises  
Le Monde S.A.  
Raffinerie de Strasbourg  
Societe Financiere Auteuil  
Sté Languedocienne Micron Couleurs  
Septentrion Participations  
Sté Pipe Line Sud-Européen  
Total Activités Maritimes  
Total Capital  
2.50 133,978,760  
766,291  
512,696  
4,593,167  
5,000  
0.57  
9.63  
6,044  
49,595  
69,315  
50  
15.24  
15.24  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
5,321,361  
4,593,167  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
95.70  
11.11  
99.60  
5.79  
0.04  
16.67  
100.00  
99.97  
100.00  
6.39  
100.00  
99.98  
100.00  
100.00  
99.99  
100.00  
100.00  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
50  
5,000  
5,000  
5,000  
5,000  
50  
50  
50  
50  
8.00 281,343,859  
269,239,270  
14,836  
99,830  
140  
45,338,892  
3,859  
1,519  
384  
81  
1,505  
28,268  
20,641  
55,238  
3,120  
26,810  
300  
13,116,545  
50  
22.47  
15.24  
1,676.94  
1.00  
133,500  
100,030  
2,420  
96,800,842  
420,000  
500,000  
35,000  
698,273  
1,500,000  
1,523,360  
30,000  
37,158  
70,000  
499,994  
34,988  
698,273  
95,808  
1,523,356  
29,994  
60,016,640  
5,000  
15.24  
16.00  
15.25  
16.00  
7.60  
1.60  
10.00  
15.50  
8.00  
Total Chimie  
60,016,646  
5,000  
Total Coopération Technique Mexique  
Total E&P Activités Pétrolières  
Total E&P Amborip VI  
Total E&P Arafura Sea  
16.00  
10.00  
10.00  
50,000  
5,000  
5,000  
49,995  
5,000  
5,000  
1,410  
50  
50  
TOTAL / 305  
APPENDIX 3  
1
TOTAL S.A.  
1
Other financial information concerning the parent company  
Number of Percentage  
Number of  
shares  
shares  
held by  
of capital  
Par value  
owned by Gross value  
outstanding the Company TOTAL S.A.  
As of December 31, 2009 (continued)  
()  
(K)  
Total E&P Egypte  
10.00  
10.00  
10.00  
2.00  
10.00  
10.00  
16.00  
10.00  
16.00  
10.00  
10.00  
10.00  
5,000  
5,000  
44,000  
5,000  
5,000  
44,000  
100.00  
100.00  
100.00  
65.83  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
100.00  
53.16  
50  
50  
440  
Total E&P Guyane Française  
Total E&P Holdings Chile  
Total E&P Holdings  
2,955,229  
5,000  
5,000  
2,892,500  
5,000  
1,945,303  
5,000  
5,000  
2,892,500  
5,000  
1,117,902  
50  
Total E&P Junin  
Total E&P North-East Aru  
Total Énergie Développement  
Total Énergie Solaire Concentrée  
Total G&P Ventures  
Total Gaz Énergies Nouvelles Holding  
Total Gestion U.S.A.  
Total Holding Allemagne  
Total Holdings Europe  
Total Lubrifiants  
50  
62,154  
50  
2,500  
2,500  
194  
32,978,838  
396,936,608  
5,764,000  
32,978,838  
396,936,600  
5,764,000  
692,415,903  
35,056  
179,995  
766,291  
49,600,004  
8,004,000  
5,000  
329,788  
3,969,366  
57,640  
4,445,631  
15,794  
95,349  
18,959  
2,632,060  
80,040  
50  
0.05 1,302,415,903  
30.50  
430.00  
3.33  
888,056  
180,000  
60,289,910  
83,163,738  
8,004,000  
5,000  
5,000  
15,000  
1,300,977  
177,061  
3.95  
100.00  
1.27  
Total Outre Mer  
Total Petrochemicals France  
Total Raffinage Marketing  
Total Refining Saudi Arabia S.A.S.  
Total Services Kazakhstan  
Total Sustainable Developments  
Total Treasury  
7.50  
59.64  
10.00  
10.00  
10.00  
15.25  
15.00  
100.00  
100.00  
100.00  
100.00  
100.00  
0.90  
5,000  
15,000  
11,700  
1,300  
50  
257  
178  
130  
Trois Vallées S.A. HLM  
Vigéo  
0.73  
Total 1  
71,551,758  
Investments in French companies whose gross value is between  
15,240 and 45,730  
Gross value  
860  
8
Investments in French companies whose gross value is less than  
15,240  
Gross value  
Investments in real estate companies whose shares are not publicly  
traded  
Gross value  
0
Investments in foreign companies whose shares are not publicly traded  
Gross value  
Total 2  
1,501,236  
1,502,104  
Total 1 + 2  
73,053,862  
Marketable securities  
Investment Company, Shares  
Total 3  
596,076  
596,076  
Total (1 + 2 + 3)  
73,649,938  
3
06 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Other financial information concerning the parent company  
Five-year financial data  
Share capital at year-end  
(
K)  
2009  
2008  
2007  
2006  
2005  
6,151,163  
Share capital  
Number of common shares outstanding (  
5,871,057  
2,348,422,884  
5,929,520  
5,988,830  
6,064,420  
a)  
2,371,808,074 2,395,532,097 2,425,767,953 615,116,296  
Number of future shares to issue:  
share subscription options (  
a)  
45,828,769  
42,965,666  
610,086  
39,440,217  
841,776  
36,044,355  
1,158,900  
7,675,549  
361,742  
-
-
Elf Aquitaine options and shares covered by the exchange  
(a)  
guarantee  
Operations and income for the year  
K)  
(
Net commercial sales  
Employee profit sharing  
6,246,165  
35,000  
9,970,955  
42,000  
7,904,504  
38,000  
8,549,605  
30,000  
7,009,551  
25,000  
Net income  
5,633,681  
4,114,277  
9,747,958  
5,354,404  
4,393,554  
6,007,609  
3,416,997  
9,424,606  
5,407,722  
4,016,884  
5,778,925  
2,496,875  
8,275,800  
4,983,591  
3,292,209  
5,252,106  
1,671,091  
6,923,197  
4,503,181  
2,420,016  
4,142,954  
1,458,996  
5,601,950  
4,005,394  
1,596,556  
Retained earnings before appropriation  
Income available for appropriation  
Dividends (including interim dividends)  
Retained earnings  
Earnings per share  
(
)  
Income after tax, before depreciation, amortization and  
(
a) (b)  
provisions  
2.68  
2.52  
2.28  
2.87  
2.67  
2.28  
3.06  
2.54  
2.07  
2.38  
2.27  
1.87  
7.29  
7.02  
6.48  
(
a) (b)  
Net income  
Net dividend per share  
(
a)  
Employees  
(K)  
Average number of employees during the year (c)  
Total payroll for the year  
Social security and other staff benefits  
6,595  
881,515  
312,973  
6,311  
666,686  
282,040  
6,027  
605,374  
258,875  
5,731  
561,524  
245,755  
5,459  
511,775  
236,352  
(
(
a) On May 18, 2006, the share par value was divided by four.  
b) Earnings per share are calculated based on the fully-diluted weighted-average number of common shares outstanding during the year, excluding treasury shares and shares  
held by subsidiaries.  
(
c) Including employees in end-of-career holiday or early retirement (5 individuals in 2005—Exemption from activity: 6 individuals in 2006, 29 individuals in 2007, 50 individuals in  
2008 and 74 individuals in 2009).  
Allocation of 2009 income  
()  
Income of the year  
Retained earnings before appropriation  
5,633,680,966.51  
4,114,277,451.17  
Total available for allocation  
9,747,958,417.68  
Interim dividends  
paid in 2009  
to be paid in 2010 (maximal amount)  
2,660,015,536.68  
17,186,551.08  
Balance of dividends to be paid in 2010  
2,677,202,087.76  
2
009 dividends  
5,354,404,175.52  
4,393,554,242.16  
Retained earnings  
Total allocated  
9,747,958,417.68  
TOTAL / 307  
APPENDIX 3  
1
TOTAL S.A.  
1
Other financial information concerning the parent company  
Statement of changes in share capital for the past five years  
Cash contributions  
Successive  
amounts of  
Cumulative  
number of  
shares  
For the year ended  
Par Issue/conversion  
premium nominal capital  
(
K)  
value  
2
005  
006  
Changes in capital  
Options covered by the exchange guarantee  
Exercise of share subscription options  
Capital decrease  
10,435  
1,333  
(210,756)  
178,175  
16,488  
(3,647,054)  
6,360,586  
6,361,919  
6,151,163  
636,058,607  
636,191,864  
615,116,296  
2
Changes in capital  
Exercise of share subscription options  
Options covered by the exchange guarantee  
Capital increase reserved for employees  
Four-for-one stock split  
Capital decrease  
Exercise of share subscription options  
Options covered by the exchange guarantee  
453  
315  
27,853  
(117,550)  
1,670  
516  
5,582  
6,601  
436,182  
6,151,616  
6,151,931  
6,179,784  
6,179,784 2,471,913,580  
6,062,234 2,424,893,580  
6,063,904 2,425,561,679  
6,064,420 2,425,767,953  
615,161,601  
615,193,065  
617,978,395  
(2,341,947)  
21,046  
10,389  
2
2
007  
008  
Changes in capital  
Options covered by the exchange guarantee  
Exercise of share subscription options  
Capital decrease  
788  
6,135  
(82,513)  
16,862  
76,196  
(1,651,038)  
6,065,208 2,426,083,265  
6,071,343 2,428,537,097  
5,988,830 2,395,532,097  
Changes in capital  
Options covered by the exchange guarantee  
Exercise of share subscription options  
Capital increase reserved for employees  
Capital decrease  
569  
2,945  
12,176  
(75,000)  
9,631  
38,166  
203,521  
5,989,399 2,395,759,521  
5,992,344 2,396,937,688  
6,004,520 2,401,808,074  
5,929,520 2,371,808,074  
(1,565,629)  
2009  
Changes in capital  
Options covered by the exchange guarantee  
Exercise of share subscription options  
Capital decrease  
1,200  
2,337  
(62,000)  
17,179  
29,996  
(1,160,212)  
5,930,720 2,372,288,104  
5,933,057 2,373,222,884  
5,871,057 2,348,422,884  
3
08 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Social and environmental information  
Social and environmental information  
Pursuant to the provisions of Article L. 225-102-1 of the French Commercial Code deriving from the new economic regulations law of May 15,  
001 (known as the “NRE” law), the Company must provide information on how it accounts for the social and environmental consequences of  
2
its activities. The data related to these requirements are presented below. It should be noted that the environmental information for TOTAL  
S.A.’s scope of operation is not considered relevant and therefore the Company is presenting the environmental objectives of its subsidiaries.  
Over and above these legal obligations, the Company also publishes every year a Corporate Social Responsibility report, entitled Environment  
and Society, which deals with the Group’s activities overall and their social and environmental consequences, and describes the objectives of  
the Group as a whole in this respect.  
Social  
1
) Changes in the number of employees  
As of December 31,  
2009  
2008  
2007  
TOTAL S.A. employees  
Men  
Women  
4,745  
1,973  
4,584  
1,881  
4,373  
1,770  
Total  
6,718  
6,465  
6,143  
Women represented 29.4% of TOTAL S.A. employees at December 31, 2009; this proportion has risen steadily over the last three years.  
A European agreement on equal opportunity was signed by the Group on November 21, 2005. This agreement affirms the Group’s  
commitments to promote, expand and guarantee diversity and equal treatment for employees, from recruitment to the end of the employment  
contract.  
In addition, a negotiation on equal professional opportunity is ongoing. It started with the review by an opportunity working group of a survey  
conducted by APEC (French job center for managers) on the equal treatment of men and women within TOTAL S.A.  
Average age and seniority of TOTAL S.A. employees  
2009  
2008  
2007  
Average age:  
Men  
Women  
Men  
44.5  
42.7  
17.3  
16.6  
44.9  
42.6  
17.6  
16.7  
45.2  
42.5  
18.0  
16.8  
Average seniority:  
Women  
Mobility at TOTAL S.A.  
2009  
2008  
383  
2007  
290  
External mobility:  
Open-ended  
contract  
341  
Fixed-term  
contract  
230  
171  
233  
180  
196  
132  
Internal mobility:  
Total  
742  
796  
618  
Employees leaving TOTAL S.A.  
2009  
2008  
2007  
Resignations  
30  
0
6
66  
0
8
54  
0
6
Layoffs for economic reasons  
Dismissals for other reasons  
Conventional breach  
End of fixed-term contract  
Retirement  
End of trial period  
Death  
Job change  
9
217  
169  
0
6
55  
0
203  
118  
5
5
61  
0
149  
72  
1
14  
37  
0
Other *  
Total  
492  
466  
333  
*
PRC/PRI (Early retirement by own election or for organizational reasons).  
TOTAL / 309  
APPENDIX 3  
1
TOTAL S.A.  
1
Social and environmental information  
Retirements are increasing at a low pace. Resignations remain at a very low level (0.4% of employees).  
Outside workers  
2009  
2008  
2007  
Number of contractors present at December 31  
Average monthly number of temporary staff  
3,022  
100.05  
2,586  
92.52  
2,382  
99.00  
Service providers present on sites are mainly employed for general purposes and IT.  
2
) Management of economic impact on jobs  
Considering the growth of the Company’s business, there has been no economic impact on jobs.  
3
) Work schedule and organization  
Work schedule organization  
2009  
2008  
2007  
Full time  
Part time  
Team work (3 x 8 employees shift)  
6,413  
253  
52  
6,159  
263  
43  
5,841  
270  
31  
Absenteeism – number of days of absence  
2009  
2008  
2007  
Illness and convalescence  
On-the-job or commuting accident  
Maternity  
17,555  
334  
8,623  
15,832  
429  
7,445  
15,325  
852  
7,555  
Total  
26,512  
23,706  
23,732  
4
) Compensation  
Change in compensation – TOTAL S.A.  
2009  
2008  
2007  
Average per annum ()  
70,075  
69,895  
68,184  
These figures correspond to the annual payroll for 2009 in relation to the average monthly number of staff. They include the compensation of  
the top management.  
Average monthly compensation – TOTAL S.A.  
()  
Men  
Women  
Senior engineers and executives  
Engineers and executives  
Foremen and other supervisors  
Clerical and technical staff  
Workers  
8,930  
4,965  
2,998  
2,199  
1,938  
8,453  
4,598  
2,853  
2,139  
These figures correspond to the monthly payroll in relation to the average monthly number of staff, including fixed-based salary and seniority  
bonus, but excluding any other bonus.  
Aggregate payroll expenses TOTAL S.A.  
2009  
2008  
2007  
Payroll expenditure (B)  
Added value (B)  
Ratio  
1,188  
2,644  
0.45  
0,943  
4,109  
0.23  
0,85  
3,189  
0.27  
Profit-sharing and incentives  
Average amount per beneficiary  
Average  
amount  
2008  
Average  
amount  
2007  
Average  
amount  
2006  
(
Scope of the agreement)  
()  
Profit-sharing  
Incentives  
753  
5,920  
1,188  
5,200  
729  
5,466  
Total  
6,673  
6,388  
6,195  
3
10 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Social and environmental information  
Employees at TOTAL S.A. benefit from an incentive agreement and a profit-sharing agreement as well as other Group companies (Total  
Raffinage Marketing, TEPF, TIGF, Total ACS, Total Fluides, Totalgaz, ELF EP Productions SAS and CDF Energie). Pursuant to this agreement  
and according to published results, the total amount of profit-sharing and incentives paid for fiscal 2008 represented 10% of the aggregate  
cumulative payroll for these companies. Part of this amount is distributed equally and part proportionally among the employees. Incentives and  
profit-sharing for 2009 will be distributed in May 2010 pursuant to the June 26, 2009, incentive and profit-sharing agreement related to fiscal  
years 2009, 2010 and 2011.  
5
) Health and Safety  
On-the-job accidents for TOTAL S.A. employees  
2009  
2008  
2007  
Number of accidents  
Frequency rate (%)  
11  
1.041  
8
9
0.787  
0.931  
Expenditure on Health & Safety – TOTAL S.A.  
()  
2009  
2008  
2007  
4
,020,130  
4,148,094 4,497,642  
6
) Training  
Number of TOTAL S.A. employees who have been provided training  
2009  
2008  
2007  
3
,405  
3,836  
3,606  
The level of training provided is high. The objective is to maintain and strengthen employee’s technical potential and to meet their needs. Both  
young and senior professional staff receive training.  
7
) Employment of workers with a disability  
Number of employees with a disability – TOTAL S.A.  
2009  
08  
2008  
98  
2007  
101  
1
For several years TOTAL S.A. has been committed to the professional inclusion of employees with a disability, including the signature in 2007  
of a multi-year collective bargaining agreement and partnerships with relevant associations. In addition to the direct hiring of disabled  
individuals and collaboration with the protected sector, the Company trains disabled employees to enable them to take on professional  
responsibilities.  
8
) Charitable support  
Committees budget  
()  
2009  
2008  
2007  
1
4,143,009  
13,212,418 11,682,784  
Since 2003, TOTAL S.A. has been a member of the Unité Economique et Sociale (UES) together with Elf Exploration Production.  
The committees’ budget in 2009 corresponds to the budget of the UES’s establishment committees. This budget accounts for more than 2.5%  
of the total payroll.  
9
) Professional relations  
2
009  
2008  
2007  
Number of negotiation meetings concerning TOTAL S.A.  
Number of collective bargaining agreements signed concerning TOTAL S.A.  
30  
8
31  
9
21  
6
Collective bargaining agreements signed in 2009 involve incentives, profit-sharing, insurance and the renewal of the Group and European  
Committees.  
TOTAL / 311  
APPENDIX 3  
1
TOTAL S.A.  
1
Social and environmental information  
This procedure for the evaluation and prevention of risks, prior to  
Environment  
the commencement of any project, relies on scientific analysis of  
the substances used and produced and their effects, and on  
environmental impact studies and technological risk  
assessments, pursuant to the regulations in force in the countries  
of operation and the industry guidelines. It is also based on health  
impact analyses and takes into account end-of-life issues for  
products and facilities.  
Pursuant to Article L. 225-102 and R. 225.105 of the French  
Commercial Code, TOTAL S.A. supplies information on how it takes  
into account the environmental consequences of its activity, notably  
the environmental objectives of its subsidiaries outside France.  
The following paragraphs present information on the environmental  
policy guidance and objectives of the parent company. More  
detailed environmental information appears not to be relevant for  
TOTAL S.A., given, on the one hand, the type of operations  
conducted by the holding company, and, on the other hand, the  
type of operations conducted by the Group.  
Close attention is also paid to biological diversity, especially in  
areas of particular ecological sensitivity, identified with the  
support of scientific organizations. The Group’s sites in relation to  
ecologically sensitive areas are currently being mapped as part of  
a Geographical Information System project. Furthermore, a guide  
designed to help the management of industrial sites in  
addressing biodiversity issues is being tested at some of the  
Group’s sites, notably in France and Yemen, with the support of  
the scientific community, with feedback expected soon. The  
objective is to create biodiversity observatories near industrial  
sites to better understand and monitor fauna and flora.  
The Group has operations in more than 130 countries in a number  
of areas such as the upstream and downstream oil and gas  
industry, energy production and chemicals. The Group’s social and  
environmental report Environment and Society includes detailed  
information on how the Group’s business units conduct their  
environmental policies. This report summarizes the environmental  
consequences of the Group’s operations, describes and explains  
their qualitative and quantitative impacts, details the actions taken,  
and addresses the Group’s environmental performance, its  
commitments and achievements.  
These different aspects, with their highly scientific and technical  
components, are an integral part of any project’s decision-  
making process and rely on preliminary studies. Actions to  
harmonize the methodologies on which these studies rely are  
taken at each business unit.  
As part of this evaluation and prevention approach, projects,  
once they have started up, are subject to regular environmental  
monitoring and periodic audits.  
The Health, Safety and Environment (HSE) Charter constitutes an  
essential reference in the Group’s culture and illustrates its  
commitment to the safety of operations, health of people, respect  
for the environment, and quality of its products and services. The  
In accordance with the HSE Charter, the prevention objectives  
are incorporated in the various environmental action plans and  
cover the improvement of energy efficiency, reduction of  
emissions of pollutants into the atmosphere and water, reduction  
of consumption of water and certain raw materials, reduction of  
waste at the sites and recovery of the waste that is produced.  
Each business unit sets certain targets for improving its  
2
009 HSE Charter highlights the need for sharing this culture  
among employees, industrial and commercial partners, and  
emphasizes behaviors such as listening of and dialogue with  
stakeholders. It is translated into several languages and should be  
implemented by taking into account the operating context of all the  
Group’s businesses.  
environmental performance and circulates this information at its  
sites, taking into account the particular features relevant to it.  
This Charter is based on ten key principles that are detailed in a  
guide designed to help managers implement them into their daily  
business activities. This guide already came with the 2003 Charter.  
Regarding greenhouse gas emissions, the implementation in  
2008 of the second application period of the European Union  
carbon dioxide emissions quota trading plan represents a new  
step in the policy to combat global warming and represents a real  
technological challenge for the Group. The Group continues to  
implement the commitment to reduce by 50% by 2014 the  
volume of associated gas flared at its Exploration & Production  
facilities, using the year 2005 as a reference. In addition, TOTAL  
has gradually started up in 2009 a carbon dioxide capture and  
storage pilot at its Lacq site in southwestern France. These  
actions to reduce greenhouse gas are detailed in the Group’s  
social and environmental report mentioned above.  
The ten principles fall into three broad categories: the industrial  
business itself, employees and third parties:  
o For industrial activity, no development project, expansion of an  
industrial facility or new product launch can be undertaken in any  
country where a Group subsidiary operates without a prior  
detailed analysis of the risks concerning health, safety and the  
environment having been performed by the relevant sustainable  
development and environment or industrial safety department of  
the Group. Verification that these risks have been taken into  
account and necessary prevention, correction and compensation  
measures were adopted is done at the time the project is  
examined by the business units concerned. Proposals for major  
investments, acquisitions and disposals are reviewed by the  
Group’s Executive Committee, having first been presented to the  
Group’s Risks Committee. This committee includes notably a  
representative of the Sustainable Development and Environment  
department and a representative of the Industrial Safety  
department.  
The Group has also set internal goals for better management of  
the consumption of energy and raw materials. Internal documents  
(roadmaps and guides) describe what is at stake, propose  
methodologies and action plans, and include quantified goals to  
reduce emissions. In particular, a guide developed in late 2008  
dedicated to the management of energy performance includes  
guidance to improve energy management by the Group’s  
different businesses. Since 2008, the business segments have  
set quantified targets to optimize their energy efficiency by 1% to  
2% per year depending on the business. Through the “Total  
Ecosolutions” program, they also provide their customers with a  
3
12 / TOTAL - Registration Document 2009  
1
2
3
4
5
6
7
8
9
10 11  
APPENDIX 3  
TOTAL S.A.  
Social and environmental information  
number of innovative products and services to improve the  
environmental and energy balance of products they use and to  
increase energy efficiency when using such products.  
The structure of the Group’s entities ensures that they constantly  
and effectively take into account the environment in all their  
operations. At the Group level, the Sustainable Development &  
Environment department coordinates the environmental policy and  
contributes to its implementation in order to facilitate exchanges  
and synergies between units. The actions and policies of the  
Sustainable Development & Environment department and the  
Industrial Safety department of TOTAL S.A. are coordinated within  
the Corporate Affairs department.  
Close attention is also paid to soil and groundwater  
contamination in the context of specific risk and pollution control  
assessment programs. The Sustainable Development &  
Environment department and the relevant department in  
subsidiaries worked on studies aimed at standardizing the  
assessment methodologies and criteria for drawing up action  
plans for pollution control.  
The departments in charge of sustainable development, environment  
and industrial safety within the business units convey to their  
subsidiaries, who in turn pass them on to their industrial sites, the  
principles for action and the short and medium-term environmental  
objectives that they have established in a concerted way.  
Beyond the prevention policy, the Group’s operational entities are  
provided with emergency plans in the event of an accident  
together with the means to implement them. These plans are  
regularly updated and verified with the relevant Environment and  
Safety departments, and feedbacks systematically take place.  
These policies for prevention and site clean-up in the event of an  
accident are launched not only for industrial sites, but also for the  
transport of hazardous goods, both maritime and overland,  
including the harmonization of methodologies and action plans.  
All of the Group’s business units have implemented internal  
management systems related to environmental, safety, quality and  
industrial hygiene issues, taking into account the specific  
requirements related to their location and business. This involves a  
determined and concerted approach, based on know-how, working  
together, raising the awareness of staff and delivering training  
programs. Progress objectives are defined and action plans  
implemented; the results obtained are measured using  
methodologies and indicators that are progressively developed and  
refined; and feedback and associated controls in the form of  
internal audits are conducted. These management systems are  
subject to periodic evaluation by internal auditors in order to  
continually optimize them.  
The Group is also involved in a number of research projects in  
partnership with laboratories, universities and public entities,  
often on an international level, notably in the areas of combating  
climate change, behavior of hydrocarbons in water and  
biodiversity. Experimentation, as well as increasing and sharing  
of scientific and technical knowledge, contribute to improving  
performances and better integrate environmental issues in  
industrial projects. These projects are covered in the Group’s  
social and environmental report.  
o The principles relating to staff revolve around three ideas: all  
employees have a responsibility at their level in terms of safety  
and the environment, must be aware of such responsibility and  
must act accordingly. Work performance is assessed by managers  
according to these and other criteria. To implement these  
principles, TOTAL S.A.’s Environment and Safety department  
organizes training both for management and those in charge of  
health, safety and environment issues. Training for emergency  
situations, crisis management and providing feedback harmings is  
also in place. The business units also offer numerous trainings  
appropriate for the various staff responsible for these functions.  
To facilitate monitoring the achievement of environmental  
objectives, reporting processes on environmental performance and  
on major events are implemented within the business units, and  
between the business units and the corporate departments. They  
are gradually being harmonized within the Group.  
Every year, the Group uses external auditors to verify the reliability  
of its environmental reporting procedures by examining a  
representative percentage of sites, with different sites being verified  
year after year. The fourth audit report, which was conducted in  
2
009 and attached to the Group’s 2008 CSR Report, focused on  
o Regarding relations with third parties, the charter recommends  
that outside service providers, suppliers and other industrial and  
commercial partners adhere to the Group’s Safety and  
Environment policy. It also emphasizes that the environmental  
expectations of the unions, customers, shareholders, and other  
stakeholder in respect of environmental matters must be  
addressed in an atmosphere of constructive dialogue and  
transparency. Particular attention is paid to relations with local  
communities, and pilot programs for close interactions, dialogue  
and concerted plans, as illustrated in the Group’s social and  
environmental report, are conducted around certain sites. This  
approach is intended to become more widespread depending on  
the experience on the ground. Various tools provided to the  
Group’s managers (Stakeholder Relationship Management, SRM,  
SRM+, social performance indicators) are designed to facilitate a  
review of social issues and to define a course of positive action at  
the sites and at the subsidiaries. In particular, through its  
community development commitment, the Group’s endeavours  
to develop its business in harmony with the neighboring  
communities.  
eight indicators: carbon dioxide, methane, nitrous oxide, hydro-  
fluorocarbons, sulfur dioxide, nitrogen dioxide, production of  
hazardous waste and the amount of fresh water consumed at the  
sites (excluding cooling water). The auditors reviewed these  
indicators with regard to their relevance, reliability, objectivity,  
understandability and comprehensiveness.  
This desire to continually achieve better-integrated management of  
the environment has led the Group to work towards ISO 14001  
environmental certification. Because this international standard is  
awarded by a third party, following independent audits for  
compliance that are repeated every three years, it allows for  
external recognition of environmental management systems.  
By the end of 2012, the Group intends to obtain ISO 14001  
certification for all of its sites that it considers particularly important  
to the environment. As of today, 89% of such sites are so certified.  
More than 280 of the Group’s sites worldwide are certified  
ISO 14001.  
TOTAL / 313  
APPENDIX 3  
1
TOTAL S.A.  
1
Consolidated financial information for the last five years  
Consolidated financial information for the last five years  
Summary consolidated balance sheet for the last five years  
2
009  
2008  
IFRS  
2007  
IFRS  
2006  
IFRS  
2005  
IFRS  
As of December 31,  
(
M)  
IFRS  
ASSETS  
Non-current assets  
77,996  
71,252  
65,303  
62,436  
62,391  
Intangible assets  
Property, plant and equipment  
Other non-current assets  
7,514  
51,590  
18,892  
5,341  
46,142  
19,769  
4,650  
41,467  
19,186  
4,705  
40,576  
17,155  
4,384  
40,568  
17,439  
Current assets  
49,757  
47,058  
48,238  
42,787  
43,753  
Inventories  
Other current assets  
13,867  
35,890  
9,621  
37,437  
13,851  
34,387  
11,746  
31,041  
12,690  
31,063  
Total assets  
127,753  
118,310 113,541 105,223 106,144  
LIABILITIES  
Shareholders’ equity, Group share  
Minority interests and preferred shares  
Provisions and other non-current liabilities  
Non-current financial debt  
52,552  
987  
20,369  
19,437  
34,408  
48,992  
958  
17,842  
16,191  
34,327  
44,858  
842  
17,303  
14,876  
35,662  
40,321  
827  
16,379  
14,174  
33,522  
40,645  
838  
17,440  
13,793  
33,428  
Current debt  
Total liabilities  
127,753  
118,310 113,541 105,223 106,144  
Summary consolidated statement of income for the last five years  
2
009  
2008  
2007  
2006  
2005 (a)  
As of December 31,  
(
M)  
IFRS  
IFRS  
IFRS  
IFRS  
IFRS  
Sales  
Operating expenses  
Depreciation and amortization of tangible assets  
Other income and expense  
Other financial income and expense  
Income taxes  
131,327  
(109,521)  
(6,682)  
(286)  
(100)  
(7,751)  
1,642  
179,976  
158,752  
153,802  
137,607  
(150,534) (128,026) (124,617) (108,431)  
(5,755)  
(185)  
(124)  
(14,146)  
1,721  
(5,425)  
204  
(170)  
(13,575)  
1,775  
(5,055)  
86  
(49)  
(13,720)  
1,693  
(5,007)  
(281)  
(151)  
(11,806)  
1,173  
Equity share of net income from affiliates  
Net income from continuing operations (Group excluding Arkema)  
Net income from discontinued operations (Arkema)  
Consolidated net income  
8,629  
10,953  
13,535  
12,140  
(5)  
13,104  
(461)  
8,629  
182  
10,953  
363  
13,535  
354  
12,135  
367  
12,643  
370  
Minority interests  
Net income  
8,447  
10,590  
13,181  
11,768  
12,273  
(
a) 2005 figures are restated in compliance with IFRS standards to take into account the spin-off of Arkema decided at the Shareholders Meeting of May 12, 2006.  
3
14 / TOTAL - Registration Document 2009  
Glossary  
A
Catalysts  
Substances that facilitate chemical reactions during the refining  
process used in conversion units (reformer, hydrocracker, catalytic  
cracker) and desulfurization units. Principal catalysts are precious  
metals (platinum) or other metals such as nickel or cobalt. There are  
some catalysts that regenerate themselves and others that are  
consumable.  
API degrees  
Scale established by the American Petroleum Institute (API) to  
measure oil density. A higher API-degree indicates lighter oil from  
which a higher yield of gasoline can be refined.  
Association / Joint Venture / Consortium  
Cogeneration  
Group of companies not forming a new legal entity. Each member  
of the joint venture holds an undivided interest in the specific area  
of the contract (PSC, Concession and Buyback) and has separate  
tax obligations towards the host country.  
Simultaneous generation of electrical and thermal energies from a  
combustible source (gas, fuel oil or coal).  
Concession contract  
Appraisal (delineation)  
Exploration and production contract under which an oil & gas  
company (or group of companies) is granted, by a host country,  
rights to explore an area and develop and produce potential  
reserves. The oil and gas company (or group of oil & gas  
companies) undertakes the execution and financing (at its own risk)  
of all operations. In return, it is entitled to the entire production.  
Work performed after a discovery, performed for the determination  
of the boundaries or extent of a deposit of hydrocarbons, or  
assessment of its reserves and production potential.  
B
Condensate  
Barrel  
Light hydrocarbon substances produced with natural gas that exist  
in either a gaseous phase or in solution in the crude oil under the  
initial pressure and temperature conditions in the reservoir, and  
which are recovered in a liquid state in separators, on-site facilities  
or gas treatment units.  
Unit of measurement of volume of crude oil equal to 42 U.S. gallons  
or 158.9 liters at 60°F or 15.6°C.  
Barrel of Oil Equivalent (BOE)  
Conversion  
Conventional unit for measuring the energy released by a quantity  
of fuel by relating it to the energy released by the combustion of a  
barrel of oil.  
Refining operation aiming at transforming heavy products (heavy  
fuel oil) into lighter or less viscous ones (oils, jet fuels, etc.)  
Brent  
Cost oil / Cost gas  
In a production sharing contract, the portion of the oil and gas  
production made available to the contractor (contractor group) and  
contractually reserved for the reimbursement for exploration costs,  
costs of site development, exploitation, site restitution  
Quality of crude (38° API) produced in the North Sea, at the Brent  
fields.  
Buyback  
(“recoverable” costs).  
Risk services agreement (the investments and risks are undertaken  
by the contractor) combined with an offset mechanism that allows  
the contractor to receive a portion of the production equivalent to  
the monetary value (with interest) of its investments and a return on  
its investment.  
Cracking / cracker  
Refinery conversion operation, performed to obtain lighter  
molecules, by modifying the structure and the molecular mass of  
the hydrocarbons obtained in the first distillation process necessary  
for manufacturing gasoline.  
C
D
Capacity of treatment (refinery throughput)  
(To) Debottleneck  
Annual capacity for the treatment of crude oil by atmospheric  
distillation units at a refinery.  
Action of increasing the throughput capacity of a refinery.  
TOTAL / 315  
Desulfurization  
N
The process of eliminating or reducing sulfur from oil usually  
through chemical reactions.  
Natural gas  
Mixture of gaseous hydrocarbons, composed mainly of methane.  
Development  
O
Operations carried out to bring an oil or gas field on stream.  
Oil and gas exploration  
Distillates  
All operations carried out to reveal the existence of oil and gas  
deposits, to prepare for their production.  
A large range of products obtained through the atmospheric  
distillation of crude oil or through vacuum distillation. Includes  
medium distillate such as aviation fuel, diesel fuel and heating oil.  
Operator  
F
Partner of an oil and gas joint venture in charge of carrying out the  
operations on a specific area on behalf of the joint venture.  
FPSO : Floating production, storage and off  
loading  
Operated production  
Floating integrated offshore unit comprising the equipment used to  
produce, process and store hydrocarbons and off load them  
directly to an offshore oil tanker.  
Quantity of oil and gas produced on fields operated by the Group.  
P
H
Permit  
Hydrocarbons  
Area contractually granted to an oil and gas company (or a joint  
venture) by the host country for a defined period. The permit grants  
the oil and gas company (or joint venture) exclusive rights to carry  
out exploration work (“exploration” permit) or to exploit a deposit  
Molecules composed principally of carbon and hydrogen atoms.  
They can be solid such as asphalt, liquid such as crude oil or  
gaseous such as natural gas. They may also include compounds  
with sulphur, nitrogen, metals, etc.  
(“exploitation” permit).  
Production plateau  
L
Expected average stabilized level of production for a field following  
the production build-up.  
Liquefied Natural Gas (LNG)  
Natural gas, principally methane and ethane, that has been liquefied  
by cooling to -258°F (-162°C) at normal pressure in order to  
transport it.  
Production share (Group)  
Portion of production the Group is entitled to receive as per the  
sharing rules defined in oil and gas exploration and production  
agreements.  
Liquefied Petroleum Gas (LPG)  
Light hydrocarbons (comprised principally of butane and propane)  
that are gaseous under normal temperature and pressure  
conditions and that are kept in liquid state by increasing the  
pressure or reducing the temperature.  
Production Sharing Contract (PSC)  
Exploration and production contract by which a host country or,  
more frequently, its national company transfers to an oil & gas  
company (the contractor) or a group of oil and gas companies (the  
contractor group) the right to explore in a given area and, if  
successful, to develop and produce the reserves of the discovered  
deposits. The contractor (contractor group) shall undertake the  
execution and financing (as its exclusive risk) of all operations. In  
return, it is entitled to a portion of the production, called cost oil/  
gas, for the recovery of the costs. The remaining production, called  
profit oil/gas, is shared between the contractor (contractor group)  
and the national company (and/or the host country).  
M
Mineral interests  
The rights to explore for and/or to produce oil and gas in a specific  
area for a fixed period. Covers the concepts of “permit”, “license”,  
title”, etc.  
3
16 / TOTAL - Registration Document 2009  
have been drilled, covered by E&P contracts and for which  
technical studies have demonstrated economic development in a  
long term Brent price environment. They also include projects to be  
developed by mining.  
Production site restoration  
Oil companies may have to incur expenses related to the  
abandonment of production sites at the end of exploitation of a  
deposit. This definitive shutdown of the production on a field or part  
of sites production capacity (a well, a group of wells, etc.) generally  
involves the dismantling of production, transport and storage  
facilities and the restoration of the sites.  
Reserve life  
Ratio of proved reserves at the end of the year to the production  
sold during the past year.  
Profit oil / Profit gas  
Resources  
Under a PSC, a portion of the oil and gas production shared  
between the host country and the contractor (contractor group), net  
of cost oil. The share of profit oil/gas made available to the  
contractor is payment for the services, know-how provided and the  
risks undertaken.  
Sum of proved and probable reserves and contingent resources  
(
(
mean quantities potentially recoverable from known accumulations)  
Society of Petroleum Engineers 03/07).  
S
R
Seismic  
Refinery  
Exploration technique of methodically sending vibration or sound  
waves into the earth and recording their reflections to assess the  
type, size, shape, and depth of subsurface layers.  
Plant where crude oil is separated and transformed into marketable  
products.  
Reserves  
T
Reserves are estimated remaining quantities of oil and gas and  
related substances anticipated to be economically producible, as of  
a given date, by application of development projects to known  
accumulations. In Exploration & Production, Reserves are  
expressed in barrels (b) for liquid hydrocarbons, cubic feet (cf) for  
the gas or oil equivalent barrels (boe) for both.  
Technical costs  
Technical costs include the cost of producing oil and gas, the  
depreciation and amortization associated with production facilities  
and the cost of exploration expensed.  
U
Developed Reserves  
Developed Oil and Gas Reserves are reserves that can be expected  
to be recovered through existing wells and installations or for which  
the cost of the required equipment is relatively minor. This applies  
to both proved reserves and proved plus probable reserves.  
Unitization  
Creation of a new joint venture and nomination of a single operator  
for the development and the production as single asset of a  
hydrocarbon deposit that straddles two or more permits/licenses or  
countries.  
Proved reserves (1P reserves)  
Estimated quantities of crude oil and natural gas that geologic and  
engineering data show, with reasonable certainty (90%) to be  
recoverable in the coming years from known reservoirs under  
existing contract, economic and operating conditions:  
Upgrader  
Refining unit where petroleum products, such as heavy oils, are  
upgraded through a cracking process.  
o Developed proved reserves are those that can be recovered with  
existing facilities and without significant additional investment;  
W
o Undeveloped proved reserves are those that can be recovered  
with new investments (surface facilities, wells, etc.).  
Well  
Proved and probable reserves (2P reserves)  
Hole drilled underground for oil exploration and operation.  
Sum of proved reserves and probable reserves. The 2P reserves are  
the median quantities of oil and gas recoverable from fields that  
TOTAL / 317  
European cross reference list  
Cross reference list of the information items set forth in Annex I of the European  
Regulation EC No. 809/2004 of April 29, 2004  
Information required by Annex I of Regulation EC No. 809/2004  
Corresponding pages of  
this Registration Document  
1
2
3
4
5
5
.
PERSONS RESPONSIBLE .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
i
STATUTORY AUDITORS .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.109  
SELECTED FINANCIAL INFORMATION .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.2  
RISK FACTORS .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.69 to 86  
INFORMATION ABOUT THE ISSUER  
.
.
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.
.1.  
History and development .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.8; 171  
Legal and business name .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.8; 171  
Place of registration and registration number .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.8; 171  
Incorporation date of and issuer’s length of life .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.8; 171  
5
5
5
5
.1.1.  
.1.2.  
.1.3.  
.1.4.  
Domicile, legal form, applicable legislation, country of incorporation registered office’s address and telephone  
number .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.8; 171  
5
.1.5.  
Business development’s main events .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.9 to 50  
Investments .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.51  
Main investments for the three last fiscal years .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.51  
Main investments in progress .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.51  
Main contemplated investments .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.51  
BUSINESS OVERVIEW  
5
.2.  
5
5
5
.2.1  
.2.2  
.2.3  
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6
6
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7
7
7
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8
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9
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9
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.1.  
.2.  
.3.  
.4.  
.5.  
.
Main activities .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.9 to 50  
Main markets .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.9 to 50  
Exceptional factors having influenced the main activities or main markets .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.9 to 50; 61 to 63  
Dependency from certain contracts .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.82  
Competitive position .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.8; 9; 38; 46  
ORGANIZATIONAL STRUCTURE  
.1.  
.2.  
.
Issuer’s position within the Group .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.52  
Main subsidiaries .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.52; 260 and 261  
PROPERTY, PLANTS AND EQUIPMENT  
.1.  
.2.  
.
Most significant tangible fixed assets .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.53; 11 to 50; 211  
Environmental issues concerning the most significant tangible fixed assets .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.53; 312 and 313  
OPERATING AND FINANCIAL REVIEW  
.1.  
.2.  
Financial Condition .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.58 to 63  
Operating Results  
9
9
9
.2.1.  
Significant factors affecting the income from operations .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.58 to 63; 68  
Discussion and analysis of material changes in net sales or revenues .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.58 to 63  
External factors that had (or could have) material impact on business operations .. .. .. .. .. .. .. .. .. .. .. .. .. p.58 to 63; 68  
.2.2.  
.2.3.  
3
18 / TOTAL - Registration Document 2009  
1
1
1
1
1
1
0.  
CAPITAL RESOURCES  
0.1.  
0.2.  
0.3.  
0.4.  
0.5.  
Information concerning capital resources (both short and long term) .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Sources, amounts and description of cash flows .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.64  
p.64; 184  
Borrowings and funding structure .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.65; 71 to 78  
Restrictions on use of capital resources, having materially impact on business operations .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
Anticipated sources of funds for main contemplated investments, including major encumbrances on most significant  
tangible fixed assets .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.65  
1
1
1
1
1.  
RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
TREND INFORMATION  
p.66 and 67  
2.  
2.1.  
2.2.  
Main trends in production, sales and inventory, and in costs and selling prices, since the end of the last fiscal year .. .. ..  
p.68  
p.68; 70 to 78  
Known trends, uncertainties, demands, commitments or events that might have a material effect on prospects  
for the current fiscal year .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
1
1
1
1
3.  
PROFIT FORECASTS OR ESTIMATES .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT  
4.  
4.1.  
4.2.  
Information concerning members of the administrative and management bodies .. .. .. .. .. .. .. .. .. .. .. ..  
p.88 to 94; 108  
Conflicts of interests, arrangement/understanding for appointments, restrictions on disposals of  
equity interests held in the share capital of the issuer .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
REMUNERATION AND BENEFITS  
p.95; 101; 113; 129 and 130  
1
1
1
1
1
1
1
1
1
1
5.  
5.1.  
5.2.  
6.  
Remuneration paid, and benefits in kind granted by the issuer rand its subsidiaries .. .. .. .. .. ..  
p.110 and 111; 115 and 116  
Amounts set aside or accrued for pension, retirement or similar benefits .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.111 to 113; 235  
BOARD PRACTICES  
6.1.  
6.2.  
6.3.  
6.4.  
7.  
Expiration date of current term of offices, and commencement date .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.87 to 94  
Contracts with the issuer or any of its subsidiaries providing for benefits upon contract’s termination .. .. ..  
Information about the audit committee and remuneration committee of the issuer .. .. .. .. .. .. .. .. .. ..  
p.116; 111 to 113  
p.97 and 98; 99; 101  
Compliance with the corporate governance regime applicable in France .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
EMPLOYEES  
p.95  
7.1.  
Headcount at the end of the 3 last fiscal years; breakdown by geographic location and by segment of  
activities .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.5; 128; 309 to 311  
1
1
1
1
1
1
1
1
2
7.2.  
7.3.  
8.  
Shareholdings and stock options .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.5; 128 to 130; 113; 118 to 120; 123 to 127  
Agreements for employees’ equity stake in the capital of the issuer .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.128 to 130; 113; 174  
MAJOR SHAREHOLDERS  
8.1.  
8.2.  
8.3.  
8.4.  
9.  
Shareholdings above thresholds that must be notified (known shareholdings) .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Major shareholders’ voting rights above their equity interest in the share capital .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.147 to 149  
p.147; 170  
Control performed by one or several shareholders over the issuer .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
Agreement, known to the issuer, whose performance might subsequently result in a change in control of the issuer .. .. .. .. n/a  
RELATED PARTY TRANSACTIONS .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.150; 235  
0.  
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND  
PROFITS AND LOSSES  
2
0.1.  
Historical Financial Information .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.158  
p.179 to 261  
p.281 to 311; 314  
Pro forma financial information .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
Consolidated financial statements .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. (Appendix 1) (p.179 to 261)  
Appendix 1 .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Appendix 3 .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
2
2
0.2.  
0.3.  
TOTAL / 319  
2
0.4.  
Auditing of historical annual financial information  
2
0.4.1.  
Auditing of historical financial information .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Other information contained in the registration document which has been  
p.158; 180; 284  
2
0.4.2.  
audited by the auditors .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.101 to 105; 106 and 107; 112; 282 and 283  
2
0.4.3.  
Financial data contained in the registration document and not extracted from the issuer’s audited financial  
statement .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.159; 273 to 280  
2
2
0.5.  
0.6.  
Age of latest audited financial information .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Interim and other financial information  
December 31, 2009  
2
0.6.1.  
0.6.2.  
Quarterly or half yearly financial information established since the date of the last audited financial statements .. .. .. .. .. .. n/a  
2
interim financial information covering the first six months of the fiscal year which follows the end of the last audited fiscal  
year .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
2
2
2
2
2
0.7.  
0.8.  
0.9.  
1.  
Dividend policy .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Legal and arbitration proceedings .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.159; 139  
p.159; 163  
Significant change in the financial or business situation .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.164; 58 to 68; 9 to 50  
ADDITIONAL INFORMATION  
1.1.  
Share Capital  
2
2
2
2
2
1.1.1.  
Issued and authorized share capital .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.166 and 167; 293  
1.1.2.  
1.1.3.  
1.1.4.  
1.1.5.  
Shares not representing capital .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
Treasury shares and shares held by issuer’s subsidiaries .. .. .. .. p.141 to 145; 147 and 148; 169; 218 and 219; 293 and 294  
Securities giving later access to the share capital of the issuer .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Terms of any acquisition right and/or commitment in respect of authorized but non-issued capital, or of any increase of  
p.167  
capital .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
2
2
1.1.6.  
1.1.7.  
Equity stake in any Group’s member, submitted to an option .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
History of the issuer’s share capital for the 3 last fiscal years .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Articles of Incorporation and by-laws  
p.169 and 170; 307  
2
1.2.  
2
1.2.1.  
Issuer’s objects and purposes .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Provisions of by-laws concerning the members of the administrative, management and supervisory  
p.171  
2
1.2.2.  
bodies .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Rights, preferences and restrictions for each class of the existing shares .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Actions necessary to change the rights of shareholders .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Calling-up of shareholders’ meetings, and admittance prerequisites .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.173; 154 to 155  
p.171 to 172; 95 to 100  
p.172 to 173  
p.173  
2
2
2
2
1.2.3.  
1.2.4.  
1.2.5.  
1.2.6.  
Provisions of by-laws, charter or rules of the issuer that might delay, postpone or prevent a change of control of the  
issuer .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.172  
p.173; 148  
2
2
1.2.7.  
1.2.8.  
Threshold above which shareholdings must be disclosed by virtue of the by-laws .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
Conditions more stringent than legal ones regarding changes in the share capital .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. n/a  
MATERIAL CONTRACTS (other than contracts entered into in the ordinary course of business) .. .. .. .. .. .. .. .. .. n/a  
THIRD PARTY INFORMATION, STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST .. .. .. .. .. .. .. n/a  
2
2
2
2
2.  
3.  
4.  
5.  
DOCUMENTS ON DISPLAY .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..  
p.175  
INFORMATION ON HOLDINGS .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. p.176 and 177; 260 and 261; 304 to 306  
3
20 / TOTAL - Registration Document 2009  
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