Registration Document 2010  
Contents  
1. Key figures  
8. General information  
1
2
. Operating and market data . . . . . . . . . . . . . . . . . . . . .1  
. Selected financial information . . . . . . . . . . . . . . . . . . .2  
1. Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .154  
2. Articles of incorporation and by-laws;  
other information . . . . . . . . . . . . . . . . . . . . . . . . . . .158  
3
4
. Other matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161  
. Documents on display . . . . . . . . . . . . . . . . . . . . . . .162  
2. Business overview  
1. History and strategy of TOTAL . . . . . . . . . . . . . . . . . .8  
2. Upstream . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9  
3. Downstream . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35  
4. Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41  
5. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45  
6. Organizational structure . . . . . . . . . . . . . . . . . . . . . .47  
7. Property, plant and equipment . . . . . . . . . . . . . . . . .47  
8. Organization chart as of December 31, 2010 . . . . . .48  
5. Information on holdings . . . . . . . . . . . . . . . . . . . . . .162  
9
. Appendix 1: Consolidated  
Financial Statements  
1. Statutory auditor’s report  
on the Consolidated Financial Statements . . . . . .166  
. Consolidated statement of income . . . . . . . . . . . . .167  
. Consolidated statement of comprehensive income . . .168  
2
3
3
4
5
. Management Report  
4. Consolidated balance sheet . . . . . . . . . . . . . . . . . .169  
5
6
. Consolidated statement of cash flow . . . . . . . . . . .170  
. Consolidated statement of changes  
1. Summary of results and financial position . . . . . . . .52  
2. Liquidity and capital resources . . . . . . . . . . . . . . . . .57  
3. Research & Development . . . . . . . . . . . . . . . . . . . . .59  
4. Trends and outlook . . . . . . . . . . . . . . . . . . . . . . . . . .61  
in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . .171  
. Notes to the Consolidated Financial Statements . . .172  
7
1
0. Appendix 2: Supplemental oil  
. Risk factors  
and gas information (unaudited)  
1. Oil and gas information pursuant to FASB  
Accounting Standards Codification 932 . . . . . . . . .254  
2. Other information . . . . . . . . . . . . . . . . . . . . . . . . . . .269  
1. Market risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64  
2. Industrial and environmental risks . . . . . . . . . . . . . .72  
3. Other risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74  
4. Insurance and risk management . . . . . . . . . . . . . . . .79  
. Corporate governance  
11. Appendix 3: TOTAL S.A.  
1
. Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code) . . .82  
. Statutory auditors’ report  
Article L. 225-235 of the French Commercial Code) . . .98  
1. Statutory auditor’s report  
on regulated agreements and commitments . . . . .272  
2. Statutory auditor’s report  
on the annual financial statements . . . . . . . . . . . . .274  
3. Financial Statements of TOTAL S.A.  
as parent company . . . . . . . . . . . . . . . . . . . . . . . . .275  
4. Notes to the Statutory Financial Statements . . . . .279  
5. Other financial information  
(
2
(
3. Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99  
4. Statutory auditors . . . . . . . . . . . . . . . . . . . . . . . . . .100  
5. Compensation for the administration  
and management bodies . . . . . . . . . . . . . . . . . . . .101  
. Employees, share ownership . . . . . . . . . . . . . . . . .121  
6
concerning the parent company . . . . . . . . . . . . . . .293  
6
7
. Social and environmental information . . . . . . . . . .298  
. Consolidated financial information  
6. TOTAL and its shareholders  
for the last five years . . . . . . . . . . . . . . . . . . . . . . . .305  
1. Listing details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126  
2. Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .130  
3. Share buybacks . . . . . . . . . . . . . . . . . . . . . . . . . . . .132  
4. Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .136  
5. Information for overseas shareholders . . . . . . . . . .140  
6. Investor Relations . . . . . . . . . . . . . . . . . . . . . . . . . .141  
Glossary  
307  
311  
European cross reference list  
7. Financial information  
1. Historical financial information . . . . . . . . . . . . . . . .146  
2. Audit of the historical financial information . . . . . .146  
3. Other information . . . . . . . . . . . . . . . . . . . . . . . . . . .146  
4. Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . .147  
5. Legal and arbitration proceedings . . . . . . . . . . . . .147  
6. Significant changes . . . . . . . . . . . . . . . . . . . . . . . . .151  
Registration Document 2010  
This translation is a non binding translation into English of the Chairman and Chief Executive Officer’s certification issued in French  
and is provided solely for the convenience of English-speaking readers.  
“I certify, after having taken all reasonable measures to this purpose and to the best of my knowledge, that the information contained  
in this Document de référence (Registration Document) is in accordance with the facts and makes no omission likely to affect its import.  
I certify, to the best of my knowledge, that the statutory and consolidated financial statements of TOTAL S.A. (the Company) 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 Rapport de gestion (Management Report) of the Board  
of Directors included on pages 51 through 61 of this Document de référence (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 completion letter from the statutory auditors in which they state that they have audited the information related to  
the financial situation and the financial statements included in this Document de référence (Registration Document), as well as read  
this Document de référence (Registration Document) in its entirety.  
The statutory auditors have reviewed the historical financial information contained in this Document de référence (Registration Document).  
The statutory auditors’ report on the consolidated financial statements for the year ended December 31, 2010, included on page 172 of  
this Document de référence (Registration Document), and the statutory auditors’ report on the consolidated financial statements for the  
year ended December 31, 2009, included on page 182 of the 2009 Document de référence (Registration Document), filed with the French  
Financial Markets Authority (Autorité des marchés financiers) on April 1, 2009, contain remarks included in the pages mentioned above.”  
Christophe de Margerie  
Chairman and Chief Executive Officer  
The French language version of this Document de référence (Registration Document) was filed with the French Financial Markets  
Authority (Autorité des marchés financiers) on March 28, 2011 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 French Financial Markets Authority.  
In accordance with paragraphs VI and VIII of aforesaid Article 212-13, the French language version of this Document de référence  
(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.  
This document has been drawn up by the issuer and is binding for its signatories.  
Registration Document 2010. TOTAL  
i
Abbreviations  
b:  
cf:  
barrel  
cubic feet  
per day  
per year  
euro  
/
/
d:  
y:  
:  
$
t:  
and/or dollar: U.S. dollar  
metric ton  
boe:  
kboe/d:  
kb/d:  
Btu:  
barrel of oil equivalent  
thousand boe/d  
thousand barrel/d  
British thermal unit  
M:  
million  
B:  
billion  
megawatt  
megawatt peak  
terawatt hour  
French Financial Markets Authority  
American Petroleum Institute  
MW:  
MWp:  
TWh:  
AMF:  
API:  
Conversion table  
1
1
1
1
1
1
1
boe = 1 barrel of crude oil = approx. 5,478 cf of gas* in 2010.  
b/d = approx. 50 t/y  
t = approx. 7.5 b (for a gravity of 37° API)  
ERMI:  
European Refining Margin Indicator. ERMI is an indicator intended to  
represent the margin after variable costs for a hypothetical complex  
refinery located around Rotterdam in Northern Europe. The indicator  
margin may not be representative of the actual margins achieved by  
TOTAL in any period because of TOTAL’s particular refinery configurations,  
product mix effects or other company-specific operating conditions.  
Front-End Engineering and Design  
Floating Production Storage and Offloading  
International Financial Reporting Standards  
liquefied natural gas  
liquefied petroleum gas  
Return on Equity  
Return on Average Capital Employed  
United States Securities and Exchange Commission  
Steam Assisted Gravity Drainage  
3
Bm /y = approx. 0.1 Bcf/d  
3
m
= approx. 35.3 cf  
t of LNG = approx. 48 kcf of gas  
Mt/y of LNG = approx. 131 Mcf/d  
* This ratio is calculated based on the actual average equivalent energy content  
of TOTAL's natural gas reserves and is subject to change.  
FEED:  
FPSO:  
IFRS:  
LNG:  
LPG:  
ROE  
ROACE:  
SEC:  
SAGD:  
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.  
© TOTAL S.A. March 2011  
ii  
TOTAL. Registration Document 2010  
Key figures  
1
Key figures  
1. Operating and market data  
2010  
2009  
2008  
Brent price ($/b)  
Exchange rate (-$)  
European refining margins ERMI ($/t)  
79.5  
1.33  
27.4  
61.7  
1.39  
17.8  
97.3  
1.47  
51.1  
Hydrocarbon production (kboe/d)  
Liquids (kb/d)  
Gas (Mcf/d)  
2,378  
1,340  
5,648  
2,281  
1,381  
4,923  
2,341  
1,456  
4,837  
Refinery throughput (kb/d)  
Refined product sales (kb/d)(a)  
2,009  
3,776  
2,151  
3,616  
2,362  
3,658  
(a) Including Trading activities.  
Registration Document 2010. TOTAL  
1
Key figures  
1
Selected financial information  
2. Selected financial information  
Consolidated data in million euros, except for earnings per share, dividends, number of shares and percentages.  
2010  
2009  
2008  
Sales  
159,269  
131,327  
179,976  
Adjusted operating income from business segments(a)  
Adjusted net operating income from business segments(a)  
19,797  
10,622  
14,154  
7,607  
28,114  
13,961  
Net income (Group share)  
Adjusted net income (Group share)(a)  
10,571  
10,288  
8,447  
7,784  
10,590  
13,920  
Fully-diluted weighted-average shares (millions)  
Adjusted fully-diluted earnings per share (M)(a)(b)  
Dividend per share ()(c)  
2,244.5  
4.58  
2,237.3  
3.48  
2,246.7  
6.20  
2.28  
2.28  
2.28  
Net-debt-to-equity (as of December 31)  
Return on average capital employed (ROACE)(d)  
Return on equity  
22%  
16%  
19%  
27%  
13%  
16%  
23%  
26%  
32%  
Cash flow from operating activities  
Investments  
Divestments  
18,493  
16,273  
4,316  
12,360  
13,349  
3,081  
18,669  
13,640  
2,585  
(
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 through June 30, 2010, excluding TOTAL’s equity share of adjustments related to Sanofi-Aventis.  
(
(
(
b) Based on the fully-diluted weighted-average number of common shares outstanding during the period.  
c) 2010 dividend is subject to the approval by the Shareholders’ Meeting on May 13, 2011.  
d) Based on adjusted net operating income and average capital employed at replacement cost.  
2
TOTAL. Registration Document 2010  
Key figures  
Selected financial information  
1
Sales  
Adjusted net income  
Group share)  
(
(M)  
2008  
2009  
2010  
(M)  
2008  
2009  
2010  
179,976  
13,920  
159,269  
131,327  
10,288  
7,784  
Adjusted net operating income  
from business segments  
Adjusted fully-diluted earnings  
per share  
(M)  
2008  
2009  
2010  
()  
2008  
2009  
2010  
6.20  
1
3,961  
6
68  
2
,569  
4.58  
1
0,622  
10,724  
857  
1
8
,168  
,597  
3.48  
7
,607  
2
72  
9
53  
6
,382  
Chemicals  Downstream  Upstream  
Investments  
Dividend per share  
(M)  
2008  
2009  
2010  
()  
2008  
2009  
2010  
16,273  
2.28  
2.28  
2.28(a)  
13,640  
13,349  
(a) Subject to approval by the Shareholders’ Meeting on May 13, 2011.  
Registration Document 2010. TOTAL  
3
Key figures  
1
Selected financial information  
Upstream  
Hydrocarbon production  
Liquids and gas reserves  
(in kboe/d)  
2008  
2009  
2010  
(in Mboe)  
2008  
2009  
2010  
2
580  
,378  
2
,341  
2
,281  
6
16  
613  
1
5,987  
0,695  
1
0,458  
10,483  
5,689  
756  
783  
5,695  
749  
2
44  
27  
2
38  
32  
206  
438  
5
4,763  
4,794  
4,708  
4
272  
275  
271  
Europe  Africa  Americas  Middle-East  Asia and CIS  
 Liquids  Gas  
Downstream  
Refined product sales  
Refining capacity at year-end  
including Trading  
(in kb/d)  
2008  
2009  
2010  
(in kb/d)  
2008  
2009  
2010  
2,604  
,281  
2
,594  
2
2,282  
2,363  
2,049  
3
,658  
3,616  
2,435  
3,776  
2,392  
2,533  
1,384  
1,181  
1,125  
323  
312  
314  
Europe  Rest of world  
 Europe  Rest of world  
Chemicals  
2
010 non-Group sales  
2010 adjusted net operating income  
(B)  
2010  
(B)  
2010  
0.9 B€  
17.5 B€  
Base Chemicals 10.65 B€  
Base Chemicals 0.39 B€  
Speciality Chemicals 6.82 B€  
Speciality Chemicals 0.47 B€  
4
TOTAL. Registration Document 2010  
Key figures  
Selected financial information  
1
Shareholder base(a)  
Shareholder base by region(a)  
(%)  
2010  
(%)  
2010  
France 34%  
Group employees 4%  
United Kingdom 11%  
Rest of Europe 23%  
Individual shareholders 8%  
North America 26.5%  
Rest of World 5.5%  
Institutional shareholders 88%  
(a) Estimates as of December 31, 2010, excluding treasury shares.  
(a) Estimates as of December 31, 2010, excluding treasury shares.  
Employees by business segment(a)  
Employees by region(a)  
(%)  
2010  
(%)  
2010  
France 38%  
Upstream 19%  
Downstream 35%  
Chemicals 45%  
Corporate 1%  
Rest of Europe 27%  
Rest of World 35%  
(a) Consolidated subsidiaries: 92,855 employees as of December 31, 2010.  
(a) Consolidated subsidiaries: 92,855 employees as of December 31, 2010.  
Registration Document 2010. TOTAL  
5
6
TOTAL. Registration Document 2010  
Business overview  
2
Business overview  
1.  
History and strategy of TOTAL  
8
1
1
.1.  
.2.  
History and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8  
Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8  
2.  
Upstream  
9
2.1.  
2.2.  
2.3.  
2.4.  
2.5.  
2.6.  
2.7.  
2.8.  
2.9.  
Exploration & Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10  
Production by region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12  
Presentation of production activities by region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13  
Oil and gas acreage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27  
Number of productive wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27  
Number of net oil and gas wells drilled annually . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28  
Drilling and production activities in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28  
Interests in pipelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29  
Gas & Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30  
3.  
Downstream  
35  
3
3
.1.  
.2.  
Refining & Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36  
Trading & Shipping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40  
4.  
Chemicals  
41  
4
4
.1.  
.2.  
Base Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42  
Specialty Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44  
5.  
Investments  
45  
5
5
.1.  
.2.  
Principal investments made over the 2008-2010 period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45  
Principal investments anticipated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46  
6.  
Organizational structure  
47  
6
6
.1.  
.2.  
Position of the Company within the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47  
Principal subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47  
7
.
.
Property, plant and equipment  
47  
48  
8
Organization chart as of December 31, 2010  
Registration Document 2010. TOTAL  
7
Business overview  
2
History and strategy of TOTAL  
1. History and strategy of TOTAL  
1.1. History and development  
TOTAL S.A., a French société anonyme (limited company)  
incorporated in France on March 28, 1924, together with its  
subsidiaries and affiliates, is the fifth largest publicly-traded  
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”).  
(1)  
integrated international oil and gas company in the world .  
With operations in more than 130 countries, TOTAL has  
activities in every sector of the oil industry, including in the  
Upstream (oil and gas exploration, development and production,  
LNG) and Downstream (refining, marketing and the trading and  
shipping of crude oil and petroleum products) segments.  
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 also has operations in 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.  
TOTAL S.A. is registered in France at the Nanterre Trade Register  
under the registration number 542 051 180.  
1.2. Strategy  
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:  
– adapting its refining base to market changes and, in the  
Marketing business, consolidating positions in Europe while  
targeting developments in Africa and the Asia-Pacific region;  
expanding hydrocarbon exploration and production activities  
and strengthening its worldwide position as one of the global  
leaders in the natural gas and LNG markets;  
– developing its Chemicals business, in particular in Asia and the  
Middle East, while improving the competitiveness of its  
operations in mature areas; and  
progressively expanding TOTAL’s energy solutions and  
developing new energies to complement oil and gas;  
– pursuing research and development to develop “clean” sources  
of energy, contributing to the moderation of the demand for  
energy, and participating in the effort against climate change.  
(1) Based on market capitalization (in dollars) as of December 31, 2010.  
8
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
2. Upstream  
TOTAL’s Upstream segment includes the Exploration  
Production and Gas & Power divisions.  
Production  
&
Hydrocarbon production  
2010  
2009  
2008  
The Group has exploration and production activities in more than  
forty countries and produces oil or gas in thirty countries.  
Combined production (kboe/d)  
Liquids (kb/d)  
Gas (Mcf/d)  
2,378  
1,340  
5,648  
2,281  
1,381  
4,923  
2,341  
1,456  
4,837  
2.38 Mboe/d of hydrocarbons produced in 2010  
10.7 Bboe of proved reserves as of December 31, 2010(1)  
Capital expenditure for 2010: 13.2 billion  
17,192 employees  
Europe 580 kboe/d  
Middle East 527 kboe/d  
Africa 756 kboe/d  
Upstream segment financial data  
(M)  
2010  
2009  
2008  
Non-Group sales  
Adjusted operating income  
Adjusted net operating income  
18,527  
17,653  
8,597  
16,072  
12,879  
6,382  
24,256  
23,639  
10,724  
Asia-CIS 271 kboe/d  
Americas 244 kboe/d  
For the full year 2010, adjusted net operating income from the  
Upstream segment was 8,597 million compared to 6,382 million  
in 2009, an increase of 35%. Expressed in dollars, adjusted net  
operating income for the Upstream segment increased by 28%  
to $11.4 billion, reflecting essentially the impact of production  
growth and higher hydrocarbon prices.  
In 2010, hydrocarbon production was 2,378 kboe/d, an increase  
of 4.3% compared to 2009, essentially as a result of:  
+3% for production ramp-ups on new projects, net of the normal  
decline, and a lower level of turnarounds;  
+1,5% for lower OPEC reductions and an increase in gas demand;  
+1% for improved security conditions in Nigeria;  
Technical costs for consolidated subsidiaries, in accordance with  
ASC 932 , were 16.6 $/boe in 2010, compared to 15.4 $/boe  
in 2009.  
• +2% for changes in the portfolio;  
• -3% for the price effect(4).  
(2)  
(
3)  
The return on average capital employed (ROACE ) for the  
Reserves  
Upstream segment was 21% in 2010, compared to 18% in 2009.  
As of December 31,  
2010  
2009  
2008  
Price realizations(a)  
2010  
2009  
2008  
Hydrocarbon reserves (Mboe)  
Liquides (Mb)  
Gaz (Gpc)  
10,695  
5,987  
10,483  
5,689  
10,458  
5,695  
Average liquids price ($/b)  
Average gas price ($/Mbtu)  
76.3  
5.15  
58.1  
5.17  
91.1  
7.38  
25,788  
26,318  
26,218  
(a) Consolidated subsidiaries, excluding fixed margin and buyback contracts.  
Europe 1,706 Mboe  
Middle East 2,386 Mboe  
Africa 3,478 Mboe  
TOTAL’s average liquids price increased by 31% in 2010  
compared to 2009. TOTAL’s average gas price remained stable  
compared to 2009.  
Asia-CIS 1,099 Mboe  
Americas 2,026 Mboe  
Proved reserves based on SEC rules (based on Brent at 79.02 $/b)  
were 10,695 Mboe at December 31, 2010. Based on the 2010  
average rate of production, the reserve life is more than 12 years.  
(5)  
The 2010 reserve replacement rate , based on SEC rules, was 124%.  
As of year-end 2010, TOTAL has a solid and diversified portfolio  
of proved and probable reserves(6) representing more than 20 years  
of reserve life based on the 2010 average production rate, and  
resources(7) representing more than 40 years of reserve life.  
(
(
(
1) Based on a Brent crude price of $79.02/b.  
2) FASB Accounting Standards Codification Topic 932, Extractive industries – Oil and Gas  
3) Calculated based on adjusted net operating income and average capital employed,  
using replacement cost.  
(4) Impact of changing hydrocarbon prices on entitlement volumes.  
5) Change in reserves excluding production i.e. (revisions + discoveries, extensions  
(
+
acquisitions – divestments) / production for the period. The reserve replacement rate  
would be 95% in an environment with a constant 59.91 $/b oil price, excluding  
acquisitions and divestments.  
(
6) 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 80 $/b Brent environment, including projects developed by mining.  
7) Proved and probable reserves plus contingent resources (potential average recoverable  
reserves from known accumulations - Society of Petroleum Engineers - 03/07).  
(
Registration Document 2010. TOTAL  
9
Business overview  
2
Upstream  
2.1. Exploration & Production  
2
.1.1. Exploration and development  
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, 2010, 2009 and 2008, see  
TOTAL’s Upstream segment aims at continuing to combine long-  
term growth and profitability at the level 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 46%  
of the 2,445 Mboe added to the Upstream segment’s proved  
reserves during the three-year period ended December 31, 2010  
“Supplemental Oil and Gas Information (Unaudited)”.  
(
before deducting production and sales of reserves in place and  
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.  
adding any acquisitions of reserves in place during this period).  
The remaining 54% comes from revisions of previous estimates.  
In 2010, the exploration investments of consolidated subsidiaries  
amounted to 1,472 million (comprising exploration bonuses  
included in the unproved property acquisition costs). The main  
exploration investments were made in Angola, Norway, Brazil, the  
United Kingdom, the United States, Indonesia, Nigeria and Brunei.  
In 2009, the exploration investments of consolidated subsidiaries  
amounted to 1,486 million (comprising exploration bonuses  
included in the 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 1,243 million (comprising exploration  
bonuses included in the 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.  
The reserves booking process requires, among other things:  
internal peer reviews of technical evaluations to ensure that  
the SEC definitions and guidance are followed; and  
– that management makes significant funding commitments  
towards the development of the reserves prior to booking.  
For further information regarding the preparation of reserves  
estimates, see “Supplemental Oil and Gas Information (Unaudited)”.  
2.1.3. Proved reserves  
In accordance with the amended Rule 4-10 of Regulation S-X,  
proved reserves for the years ended on or after 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 prices for 2010 and 2009 were  
respectively $79.02/b and $59.91/b for Brent crude. The proved  
reserves for the year ended December 31, 2008 were calculated  
using December 31 price ($36.55/b).  
The Group’s consolidated Exploration & Production subsidiaries’  
development investments amounted to 8 billion in 2010, primarily  
in Angola, Nigeria, Kazakhstan, Norway, Indonesia, the Republic of  
the Congo, the United Kingdom, the United States, Canada,  
Thailand, Gabon and Australia. The Group’s consolidated  
Exploration & Production subsidiaries’ development investments  
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 investments amounted to  
As of December 31, 2010, TOTAL’s combined proved reserves  
of oil and gas were 10,695 Mboe (53% of which were proved  
developed reserves). Liquids (crude oil, natural gas liquids and  
bitumen) represented approximately 56% of these reserves and  
natural gas the remaining 44%. These reserves were located in  
Europe (mainly in Norway and the United Kingdom), in Africa  
7 billion, predominantly in Angola, Nigeria, Norway, Kazakhstan,  
Indonesia, the Republic of the Congo, the United Kingdom, Gabon,  
Canada, the United States, and Qatar.  
(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 Qatar,  
the United Arab Emirates, and Yemen), and in Asia (mainly in  
Indonesia and Kazakhstan).  
2
.1.2. 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  
determine with reasonable certainty whether the crude oil or natural  
gas in known reservoirs is recoverable under existing regulatory,  
economic and operating conditions.  
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).  
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  
acquisitions, disposal of reserves and other economic factors.  
10  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
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  
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).  
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  
TOTAL’s long-term contracts, notably in Argentina, Indonesia,  
Nigeria, Norway and Qatar, specify the delivery of quantities of  
natural gas that may or may not be fixed and determinable. Such  
delivery commitments vary substantially, both in duration and in  
scope, from contract to contract throughout the world. For  
example, in some cases, contracts require delivery of natural gas  
on an as-needed basis, and, in other cases, contracts call for the  
delivery of varied amounts of natural gas over different periods of  
time. Nevertheless, TOTAL estimates the fixed and determinable  
quantity of gas to be delivered over the period 2011-2013 to be  
2.1.4. 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 risked service  
contracts (which together represent approximately 30% of TOTAL’s  
reserves as of December 31, 2010). 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 risked service contracts due to such higher  
prices. As a result, higher prices lead to a decrease in TOTAL’s  
reserves.  
3,665 Bcf. The Group expects to satisfy most of these obligations  
through the production of its proved reserves of natural gas, with,  
if needed, additional sourcing from spot market purchases (see  
Chapter 10, “Supplemental Oil and Gas Information (Unaudited)”  
of this Registration Document).  
2.1.5. Production  
For the full year 2010, average daily oil and gas production was  
,378 kboe/d compared to 2,281 kboe/d in 2009.  
2
Liquids accounted for approximately 56% and natural gas  
accounted for approximately 44% of TOTAL’s combined liquids  
and natural gas production in 2010.  
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.  
As in 2009 and 2008, substantially all of the liquids production from  
TOTAL’s Upstream segment in 2010 was marketed by the Trading  
&
Shipping division of TOTAL’s Downstream segment (see table  
“Trading division’s supply and sales of crude oil” on page 40 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  
Registration Document 2010. TOTAL  
11  
Business overview  
2
Upstream  
2.2. Production by region  
2010  
2009  
2008  
Liquids  
kb/d  
Natural  
gas  
Mcf/d  
Total  
kboe/d  
Liquids  
kb/d  
Natural  
gas  
Mcf/d  
Total  
kboe/d  
Liquids  
kb/d  
Natural  
gas  
Mcf/d  
Total  
kboe/d  
Africa  
Algeria  
Angola  
Cameroon  
Gabon  
616  
25  
157  
9
63  
55  
712  
87  
34  
2
20  
-
756  
41  
163  
9
67  
55  
632  
47  
186  
12  
67  
60  
599  
143  
33  
2
20  
-
749  
74  
191  
12  
71  
60  
654  
51  
200  
13  
73  
74  
659  
145  
33  
2
20  
-
783  
79  
205  
14  
76  
74  
Libya  
Nigeria  
The Congo, Republic of  
192  
115  
542  
27  
301  
120  
159  
101  
374  
27  
235  
106  
158  
85  
436  
23  
246  
89  
North America  
Canada(a)  
United States  
30  
10  
20  
199  
-
199  
65  
10  
55  
20  
8
12  
22  
-
22  
24  
8
16  
11  
8
3
15  
-
15  
14  
8
6
South America  
Argentina  
Bolivia  
Colombia  
Trinidad & Tobago  
Venezuela  
76  
14  
3
11  
3
569  
381  
94  
34  
2
179  
83  
20  
18  
3
80  
15  
3
13  
5
564  
364  
91  
45  
2
182  
80  
20  
23  
5
119  
14  
3
14  
6
579  
365  
105  
45  
2
62  
224  
81  
22  
23  
6
45  
58  
55  
44  
62  
54  
82  
92  
Asia-Pacific  
Australia  
Brunei  
Indonesia  
Myanmar  
Thailand  
28  
-
2
19  
-
7
1,237  
6
248  
1
14  
178  
14  
41  
33  
-
2
25  
-
6
1,228  
-
251  
-
12  
190  
13  
36  
29  
-
2
21  
-
6
1,236  
-
246  
-
14  
177  
14  
41  
59  
49  
60  
855  
114  
203  
898  
103  
178  
857  
117  
202  
CIS  
Azerbaijan  
Russia  
13  
3
10  
56  
54  
2
23  
13  
10  
14  
3
11  
52  
50  
2
24  
12  
12  
12  
4
8
75  
73  
2
26  
18  
8
Europe  
France  
The Netherlands  
Norway  
United Kingdom  
269  
5
1
183  
80  
1,690  
85  
234  
683  
688  
580  
21  
42  
310  
207  
295  
5
1
199  
90  
1,734  
100  
254  
691  
689  
613  
24  
45  
327  
217  
302  
6
1
204  
91  
1,704  
103  
244  
706  
651  
616  
25  
44  
334  
213  
Middle East  
United Arab Emirates  
Iran  
308  
207  
2
1,185  
76  
527  
222  
2
307  
201  
8
724  
72  
-
438  
214  
8
329  
228  
9
569  
74  
-
432  
243  
9
-
Oman  
Qatar  
Syria  
23  
49  
14  
13  
55  
34  
164  
39  
22  
50  
14  
12  
56  
515  
34  
47  
34  
141  
20  
23  
44  
15  
10  
59  
434  
2
34  
121  
15  
639  
130  
285  
Yemen  
66  
21  
-
10  
Total production  
1,340  
5,648  
2,378  
1,381  
4,923  
2,281  
1,456  
4,837  
2,341  
Including share of equity  
and non-consolidated affiliates  
300  
781  
444  
286  
395  
359  
347  
298  
403  
Algeria  
19  
7
45  
199  
22  
8
4
-
6
66  
55  
367  
283  
20  
7
20  
6
44  
191  
22  
3
3
-
6
62  
56  
221  
47  
21  
6
19  
5
82  
218  
23  
-
4
-
6
64  
59  
165  
-
20  
5
Colombia  
Venezuela  
United Arab Emirates  
Oman  
Qatar  
Yemen  
46  
212  
32  
75  
52  
45  
202  
34  
42  
9
83  
231  
34  
30  
-
-
-
-
(a) The Group's production in Canada consists of bitumen only. All of the Group's bitumen production is in Canada.  
12  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
2.3. Presentation of production activities by region  
The table below sets forth, by country, TOTAL’s producing assets, the year in which TOTAL’s activities started, the Group’s interest in each  
asset and whether TOTAL is operator of the asset.  
TOTAL’s producing assets as of December 31, 2010(a)  
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
Africa  
Algeria  
1952  
1953  
Ourhoud (19.41%)(b)  
RKF (48.83%)(b)  
Tin Fouye Tabankort (35.00%)  
Angola  
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%)  
Lopez Nord (100.00%)  
Mandaros (100.00%)  
M’Boumba (100.00%)  
Mérou Sardine Sud (50.00%)  
Pageau (100.00%)  
Port Gentil Océan (100.00%)  
Registration Document 2010. TOTAL  
13  
Business overview  
2
Upstream  
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
Gabon (continue)  
Port Gentil Sud Marine (100.00%)  
Tchengue (100.00%)  
Torpille (100.00%)  
Torpille Nord Est (100.00%)  
Rabi Kounga (47.50%)  
Libya  
1959  
1962  
C 17 (Mabruk) (15.00%)  
C 137 (Al Jurf) (20.25%)  
NC 115 (El Sharara) (3.90%)  
NC 186 (2.88%)  
Nigeria  
OML 58 (40.00%)  
OML 99 Amenam-Kpono (30.40%)  
OML 100 (40.00%)  
OML 102 (40.00%)  
OML 102-Ekanga (40.00%)  
OML 130 (24.00%)  
Shell Petroleum Development Company  
(SPDC 10.00%)  
OML 118 - Bonga (12.50%)  
North America  
Canada  
1999  
1957  
Surmont (50.00%)  
United States  
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%)(i)  
Cusiana (11.60%)  
Espinal (7.32%)(i)  
San Jacinto/Rio Paez (8.14%)(i)  
Trinidad & Tobago  
Venezuela  
1996  
1980  
Angostura (30.00%)  
PetroCedeño (30.323%)  
Yucal Placer (69.50%)  
Asia-Pacific  
Australia  
Brunei  
2005  
1986  
1968  
GLNG (20.00%)  
Maharaja Lela Jamalulalam (37.50%)  
Indonesia  
Bekapai (50.00%)  
Handil (50.00%)  
Peciko (50.00%)  
Sisi-Nubi (47.90%)  
Tambora (50.00%)  
Tunu (50.00%)  
Badak (1.05%)  
Nilam-gas and condensates (9.29%)  
Nilam-oil (10.58%)  
Myanmar  
Thailand  
1992  
1990  
Yadana (31.24%)  
Bongkot (33.33%)  
14  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
CIS  
Azerbaijan  
Russia  
Europe  
France  
1996  
1989  
Shah Deniz (10.00%)  
Kharyaga (40.00%)  
1939  
Lacq (100.00%)  
Meillon (100.00%)  
Pecorade (100.00%)  
Vic-Bilh (73.00%)  
Lagrave (100.00%)  
Lanot (100.00%)  
Itteville (78.73%)  
La Croix-Blanche (100.00%)  
Rousse (100.00%)  
Vert-le-Grand (90.05%)  
Vert-le-Petit (100.00%)  
Dommartin-Lettrée (56.99%)  
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%)  
Huldra (24.33%)  
Kristin (6.00%)  
Kvitebjørn (5.00%)  
Mikkel (7.65%)  
Morvin (6.00%)  
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%)  
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/F15d Triassic (32.47%)  
F15d (32.47%)  
J3a (30.00%)  
K1a (40.10%)  
K1b/K2a (54.33%)  
Registration Document 2010. TOTAL  
15  
Business overview  
2
Upstream  
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
The Netherlands  
K2c (54.33%)  
K3b (56.16%)  
K3d (56.16%)  
K4a (50.00%)  
K4b/K5a (36.31%)  
K5b (45.27%)  
K6/L7 (56.16%)  
L1a (60.00%)  
L1d (60.00%)  
L1e (55.66%)  
L1f (55.66%)  
(continue)  
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%)  
Elgin-Franklin (EFOG 46.17%)(c)  
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%)  
Seymour (25.00%)  
Middle East  
U.A.E.  
1939  
Abu Dhabi-Abu Al Bu Khoosh (75.00%)  
Abu Dhabi offshore (13.33%)(d)  
Abu Dhabi onshore (9.50%)(e)  
GASCO (15.00%)  
ADGAS (5.00%)  
Oman  
Qatar  
1937  
1936  
Various fields onshore (Block 6) (4.00%)(f)  
Mukhaizna field (Block 53) (2.00%)(g)  
Al Khalij (100.00%)  
North Field-Bloc NF Dolphin (24.50%)  
North Field-Bloc NFB (20.00%)  
North Field-Qatargas 2 Train 5 (16.70%)  
Syria  
1988  
1987  
Deir Ez Zor (Al Mazraa, Atalla North, Jafra,  
Marad, Qahar, Tabiyeh) (100.00%)(h)  
Yemen  
Kharir/Atuf (Block 10) (28.57%)  
Various fields onshore (Block 5) (15.00%)  
(
a) The Group’s interest in the local entity is approximately 100% in all cases except for Total Gabon (58.3%), Total E&P Cameroon (75.80%) and certain entities in the United Kingdom,  
Algeria, Abu Dhabi and Oman (see notes b through i 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 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).  
g) TOTAL has a direct interest of 2.00% in Block 53.  
(
(
(
h) Operated by DEZPC which is 50.00% owned by TOTAL and 50.00% owned by SPC.  
i) 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).  
16  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
2.3.1. Africa  
– On Block 15/06 (15%), four major discoveries were announced in  
2010. Studies are underway to demonstrate the feasibility of a  
In 2010, TOTAL’s production in Africa was 756 kboe/d,  
representing 32% of the Group’s overall production, compared  
to 749 kboe/d in 2009 and 783 kboe/d in 2008.  
first development area that would include the discoveries located  
on the northwest portion of the block.  
TOTAL also has operations on exploration Blocks 33 (55%,  
operator) and 17/06 (30%, operator).  
In Algeria, TOTAL’s production amounted to 41 kboe/d in 2010,  
compared to 74 kboe/d in 2009 and 79 kboe/d in 2008. This  
decline is mainly due to the termination of the Hamra contract in  
October 2009. The Group’s production came from its direct interest  
in the TFT field (Tin Fouyé Tabenkort, 35%) and from its 48.83%  
At year-end 2010, TOTAL sold its 5% interest in Block 31.  
TOTAL is also developing in LNG through the Angola LNG project  
(13.6%) with the construction of a gas liquefaction plant near Soyo.  
The plant will be supplied in particular by the gas associated with  
production from Blocks 0, 14, 15, 17 and 18. Construction work  
is ongoing and start-up is expected in 2012.  
(1)  
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 direct 37.75% interest in the Timimoun gas  
project alongside Sonatrach (51%) and CEPSA (11.25%) as well as  
a 47% interest in the Ahnet gas project alongside Sonatrach (51%)  
and Partex (2%).  
In Cameroon, the Group’s production was 9 kboe/d in 2010,  
compared to 12 kboe/d in 2009 and 14 kboe/d in 2008.  
In November 2010, TOTAL finalized an agreement in principle with  
Perenco to sell the Group’s 75.8% interest in its Exploration &  
Production subsidiary in Cameroon. The agreement is subject to  
the approval by the Cameroonian authorities.  
On the TFT field, the compression project commissioned in 2010  
is expected to extend plateau production to 185 kboe/d.  
Basic engineering studies for the Timimoun project were  
launched in 2010 following approval by the ALNAFT national  
agency. Start-up of the project is scheduled in 2014 with  
In Côte d’Ivoire, TOTAL signed in October 2010 an agreement to  
acquire a 60% interest (operator) in the CI-100 exploration license.  
The transaction has been approved by the relevant authorities.  
commercial production of natural gas estimated at approximately  
3
1
60 Mcf/d (1.6 Bm /y) at plateau.  
2
The 2,000 km license is located approximately 100 km southeast  
As part of the Ahnet project, a development plan is expected to  
be submitted to the authorities before mid-2011, with start-up  
of production scheduled for 2015 and an expected plateau  
of Abidjan in water depths ranging from 1,500 to 3,100 meters.  
Exploration work will include a new 1,000 km 3D seismic survey,  
which will complete coverage of the block, and a first well is  
expected to be drilled in 2012.  
2
3
production of at least 400 Mcf/d (4 Bm /y).  
In Angola, the Group’s production was 163 kboe/d in 2010,  
compared to 191 kboe/d in 2009 and 205 kboe/d in 2008.  
Production comes mainly from Blocks 17, 0 and 14. Highlights  
of the period 2008 to 2010 included several discoveries  
on Blocks 15/06 and 17/06, and progress on the major Pazflor  
and CLOV projects.  
In Egypt, TOTAL signed a concession agreement in February 2010  
and became operator of Block 4 (El Burullus offshore Est) with an  
interest of 90%. The license, located in the Nile Basin where a  
number of gas discoveries have been made, covers a 4-year initial  
exploration period and includes a commitment to carrying out 3D  
seismic work and drilling exploration wells. The seismic campaign  
started in November 2010 and ended in February 2011.  
Deep-offshore Block 17 (40%, operator) is TOTAL’s principal  
asset in Angola. It is composed of four major zones: Girassol,  
Dalia, Pazflor and CLOV.  
In Gabon, the Group’s share of production was 67 kboe/d in 2010,  
compared to 71 kboe/d in 2009 and 76 kboe/d in 2008, due to the  
natural decline of fields. Total Gabon(2) is one of the Group’s oldest  
subsidiaries in sub-Saharan Africa.  
On the Girassol pole, production from the Girassol, Jasmim and  
Rosa fields was more than 190 kb/d in 2010.  
On the Anguille field, five development wells were drilled in 2010  
from existing platforms and the construction of a new well  
platform has been launched.  
On the Dalia pole, production was more than 240 kb/j in 2010.  
On the third pole, Pazflor, comprised of the Perpetua, Zinia,  
Hortensia and Acacia fields, production is scheduled to begin  
in late 2011. This project provides for the installation of an FPSO  
with a production capacity of 220 kb/d.  
On the deep-offshore Diaba license (Total Gabon 63.75%,  
operator), following the 2D seismic survey that was shot in 2008  
2
and 2009, a 6,000 km 3D seismic was shot in 2010.  
The development of CLOV, the fourth pole, was launched in 2010  
with the award of the main contracts. This development will result  
in the installation of a fourth FPSO with a production capacity of  
Licenses for the Avocette and Coucal fields have been renewed  
in the form of an operating and production sharing agreement  
effective as of January 1, 2011, each for a 10-year period  
renewable for two subsequent 5-year periods.  
160 kb/d. Start-up of production is expected in 2014.  
On Block 14 (20%), production on the Tombua-Landana field  
started in August 2009 and adds to production from the  
Benguela-Belize-Lobito-Tomboco and Kuito fields.  
Total Gabon farmed into the onshore Mutamba-Iroru (50%),  
DE7 (30%), and Nziembou (20%) exploration licenses in 2010.  
In Libya, the Group’s production was 55 kb/d in 2010, compared  
to 60 kb/d in 2009 and 74 kb/d in 2008. Declining production  
was primarily due to the implementation of OPEC quotas and new  
On ultra-deep offshore Block 32 (30%, operator), appraisal is  
continuing and pre-development studies for a first production  
zone in the central/southeastern portion of the block are  
underway (Kaombo project).  
(3)  
(3)  
contractual provisions for Blocks C 17 (75%) , C 137 (75%) ,  
(1) In February 2011, TOTAL signed an agreement to dispose of its 48.83% interest in CEPSA. The transaction is conditioned on obtaining all requisite approvals.  
(2) Total Gabon is a Gabonese company whose shares are listed on Euronext Paris. TOTAL holds 58%, the Republic of Gabon holds 25% and the public float is 17%.  
(3) Interest held in the foreign consortium.  
Registration Document 2010. TOTAL  
17  
Business overview  
2
Upstream  
NC 115 (30%)(1) and NC 186 (24%) , on which TOTAL is a partner.  
The EPSA IV agreements (exploration and production sharing  
agreements) on Blocks C 137 and C 17 were ratified by the Libyan  
government in January 2010 and now extend to 2032.  
(1)  
– 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:  
-
On the OML 136 license (40%), the positive results for the Agge 3  
appraisal well confirmed the development potential of the  
license. Development studies are underway.  
Having regard to the security context in Libya in the first quarter  
of 2011, the Group’s production in Libya has been significantly  
reduced since early March. Furthermore, the Group is reviewing the  
impacts on its operations and the measures to be taken for the  
projects mentioned below.  
- As part of its joint venture with the Nigerian National Petroleum  
Corporation (NNPC), TOTAL launched a project to increase the  
production capacity of the OML 58 license (40%, operator)  
from 370 Mcf/d to 550 Mcf/d of gas in 2011. A second phase  
of this project, which is currently being assessed, is expected  
to allow the development of other reserves through these  
facilities.  
On Block C 17, the Dahra and Garian fields are in the  
development phase.  
On Block C 137, drilling of two offshore exploration wells is  
planned for 2011.  
- On the OML 112/117 licenses (40%), TOTAL continued  
development studies in 2010 for the Ima gas field.  
2
On Blocks NC 115 and NC 186, the nearly 5,000 km seismic  
campaign is expected to be completed in 2011.  
– On the OML 102 license (40%, operator), TOTAL is expected to  
make the final investment decision for the Ofon phase 2 project  
in 2011 with a start-up scheduled in 2014. The Group also  
launched in 2010 an appraisal campaign for the Etisong field,  
located 15 km from the Ofon field, which is currently producing.  
On the Murzuk Basin, following a successful appraisal well drilled  
(1)  
on the discovery made on a portion of Block NC 191 (100% ,  
operator), a development plan was submitted to the authorities  
in 2009.  
On the OML 130 license (24%, operator), the Akpo field, which  
started up in March 2009, reached in 2010 plateau production  
of 225 kboe/d (in 100%). The Group is actively developing the  
Egina field, for which a development plan was approved by the  
Nigerian authorities. Basic engineering studies carried out in  
Nigeria are now completed and call for tenders for the projects  
have been launched.  
(
1)  
In December 2010, the Group relinquished Block 42 2/4 (60% ,  
operator) located in the Cyrenaic Basin at the contract expiration  
date following an exploration well’s disappointing results.  
In Madagascar, TOTAL acquired in 2008 a 60% interest in  
the Bemolanga permit (operator), which contains oil sand  
accumulations. A first appraisal phase was launched to confirm  
the bitumen resources needed for a mining development. Drilling  
operations were carried out in two phases during the dry season  
between July and November 2009 and between April and July 2010.  
– On the OML 138 license (20%, operator), development of  
the Usan project (180 kb/d, production capacity) continued  
in 2010, in particular with the drilling of production wells, the  
construction of the FPSO and the start of the installation  
of sub-sea equipment. Production is expected to start-up  
in 2012.  
In Mauritania, TOTAL has exploration operations on the  
Ta7 and Ta8 licenses (60%, operator), located in the Taoudenni  
Basin alongside Sonatrach (20%) and Qatar Petroleum  
International (20%).  
– TOTAL also consolidated deep offshore positions with  
the ongoing development of the Bonga Northwest project on  
the OML 118 license (12.5%).  
On the Ta8 license, drilling of the exploration well ended in 2010.  
Results from the well are disapointing.  
On Block Ta7, shooting of a 1,000 km 2D seismic started in 2011.  
Improved security conditions in the Niger Delta region resulted  
in a substantial increase in the production operated by the Shell  
Petroleum Development Company (SPDC) joint venture, in which  
TOTAL owns 10%. The Soku processing plant resumed operations  
in 2009 and the Gbaran-Ubie development project was completed  
in 2010 with the commissioning of the 1 Bcf/d production facility.  
In Nigeria, the Group’s production amounted to 301 kboe/d in  
010, compared to 235 kboe/d in 2009 and 246 kboe/d in 2008.  
2
This increase is due in particular to improved security conditions  
in the Niger Delta. TOTAL has been present in Nigeria since 1962.  
It operates seven production licenses (OML) out of the forty-four  
in which it holds an interest, and two exploration licenses (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 2010, TOTAL acquired a 45.9% interest in Block 1 in the Joint  
Development Zone governed by Nigeria and São Tomé and  
Principe and was awarded operatorship in this block.  
In 2010, TOTAL disposed of the interests it held (10%) through  
the operated SPDC joint venture in the OML 4, 38 and 41 licenses.  
In the Republic of the Congo, the Group’s share of production  
was 120 kboe/d in 2010, compared to 106 kboe/d in 2009  
and 89 kboe/d in 2008.  
On the Moho Bilondo field (53.5%, operator), which started up  
in April 2008, drilling of development wells continued in 2010.  
The field reached plateau production of 90 kboe/d (in 100%)  
in June 2010. Growth potential of the northern part of the field  
was confirmed by the Moho North Marine 3 appraisal well drilled  
at year-end 2008 following the Moho North Marine 1 and 2  
discoveries, and later in 2009 by the Moho North Marine 4  
exploration well that discovered new resources. Finally, two  
TOTAL holds a 15% interest in the Nigeria LNG gas liquefaction  
plant, located on Bonny Island, with an overall capacity of  
22 Mt/y of LNG. In 2010, an improvement in the security  
situation for onshore facilities resulted in increased LNG  
production. NLNG’s utilization rate was approximately 72%  
in 2010, compared to approximately 50% in 2009.  
Preliminary work prior to launching the Brass LNG project (17%),  
which calls for the construction of two trains, each with a  
capacity of 5 Mt/y, continued in 2010.  
(1) Interest held in the foreign consortium.  
18  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
positive appraisal wells (Bilondo Marine 2 & 3) drilled at year-end  
010 in the southern portion of the field confirmed an additional  
growth potential as an extension of existing facilities.  
be approved by the Canadian authorities were held in September  
and October 2010. The project was recommended as being in  
the public’s interest on January 27, 2011, subject to TOTAL  
satisfying twenty conditions mainly related to the protection of  
the environment . Preliminary site preparation work is expected  
to be carried out from the winter 2011-2012 and production is  
scheduled to start in 2017/2018. However, the final schedule is  
subject to the Energy Resources Conservation Board’s (ERCB)  
administrative approval process. As part of the partnership  
agreement signed at year-end 2010 with Suncor, the Group  
decreased its interest in Joslyn to 38.25% from 75%.  
2
Production on Libondo (65%, operator), which is part of the  
Kombi-Likalala-Libondo operating license, started up in  
March 2011. Anticipated plateau production is 8 kb/d (in 100%).  
A substantial portion of the equipment was sourced locally in  
Pointe-Noire through the redevelopment of a construction site  
that had been idle for several years.  
(2)  
In Sudan, the Group holds interests in an exploration license  
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).  
TOTAL closed in September 2010 the acquisition of UTS  
and its sole asset: a 20% interest in the Fort Hills lease. In  
December 2010, as part of their partnership, TOTAL acquired  
from Suncor an additional 19.2% interest in the Fort Hills lease  
and increased its interest to 39.2%. Start-up of the Fort Hills  
project, which was approved by the relevant authorities for a first  
development phase of 160 kb/d, is expected in 2016.  
2
.3.2. North America  
In 2010, TOTAL’s production in North America was 65 kboe/d,  
representing 3% of the Group’s overall production, compared  
to 24 kboe/d in 2009 and 14 kboe/d in 2008.  
TOTAL also acquired in late December 2010 a 49% interest in  
Suncor’s Voyageur upgrader project. TOTAL and Suncor agreed to  
develop the Fort Hills and Voyageur projects in parallel. This  
Voyageur upgrader project that Suncor mothballed at year-end  
2008 will resume in 2011 and will start up concurrently with the Fort  
Hills project. As a consequence, the Group has abandoned its  
upgrader project in Edmonton.  
In Canada, TOTAL signed in December 2010 a strategic  
partnership with Suncor related to the Fort Hills and Joslyn mining  
projects and the Voyageur upgrader. This partnership allows TOTAL  
to reorganize around two major poles the different oil sands assets  
that it has acquired over the last few years: a mining and upgrading  
pole, which includes the TOTAL-operated Joslyn (38.25%) and  
Suncor-operated Fort Hills (39.2%) mining projects as well as the  
Suncor-operated Voyageur upgrader (49%), and a SAGD(1) pole  
focused on Surmont’s (50%) ongoing development. The Group  
also holds a 50% interest in the Northern Lights (operator) mining  
project and 100% of a number of leases (Oil Sand Leases) acquired  
through several auction sales. The Group’s 2010 production  
amounted to 10 kb/d, compared to 8 kb/d in 2009 and 2008.  
In 2008, the Group closed the acquisition of Synenco, the two  
principal assets of which are a 60% interest in the Northern Lights  
project and 100% of the adjacent McClelland lease. In early 2009,  
the Group sold to Sinopec, the other partner in the project, a 10%  
share in the Northern Lights project and a 50% share in the  
McClelland lease, reducing its interest in each of the assets to 50%.  
The Northern Lights project, located approximately 50 km north of  
Joslyn, is expected to be developed through mining techniques.  
On the Surmont lease, commercial production in SAGD mode from  
the first development phase (Surmont Phase 1A) started in late 2007.  
In the United States, the Group’s 2010 production amounted to  
5 kboe/d, compared to 16 kboe/d in 2009 and 6 kboe/d in 2008.  
5
Construction work for phases 1B and 1C was completed,  
which should allow these phases to reach production level  
estimated at 24 kb/d (in 100%). The wells of phase 1B gradually  
started production in 2009 and 2010 and those of phase 1C  
are expected to be connected and to start production in 2011.  
This increase is due in particular to the acquisition of an interest  
in the Barnett Shale Basin at year-end 2009.  
In the Gulf of Mexico:  
− The deep-offshore Tahiti oil field (17%) started producing in  
May 2009 and rapidly reached plateau production of 135 kboe/d.  
Phase 2 was launched in September 2010 with the drilling of the  
first water injection well.  
In early 2010, the partners of the project decided to launch  
the construction of the second phase of development. Start-up  
of production from Surmont Phase 2 is scheduled in 2015  
and overall production capacity from Surmont (phases 1 and 2)  
is expected to increase to 110 kb/d (in 100%).  
− Development of the first phase of the deep-offshore Chinook  
project (33.33%) is ongoing. The production test is scheduled to  
start in the first half of 2011.  
The Joslyn lease, located approximately 140 km north of  
Surmont, is expected to be developed through mining in two  
phases of 100 kb/d of bitumen each.  
− The TOTAL (40%) - Cobalt (60%, operator) alliance’s exploration  
drilling campaign was launched in 2009 and the drilling of the  
first wells produced disappointing results. This campaign was  
disrupted due to the U.S. government’s moratorium on offshore  
drilling operations from May to October 2010 and may resume  
by mid-2011. In April 2009, TOTAL and Cobalt had signed an  
agreement related to the merger of their deep offshore acreage.  
Cobalt is operating the exploration phase.  
The comprehensive review of the first phase (Joslyn North Mine),  
notably to meet the requirements of the February 2009 new  
regulation related to tailings management, was completed in  
February 2010 concurrent with the filing of an updated  
administrative file. Continuation of the preparation work for  
Joslyn North Mine was approved in early March 2010 and basic  
engineering studies were launched that are expected to end  
in mid-2011. Public hearings that are necessary for the project to  
− In April 2010, the Group disposed of its interests in the  
Matterhorn and Virgo operated fields.  
(
(
1) Steam Assisted Gravity Drainage.  
2) More detailed information related to these conditions and, more broadly, to the associated environmental and community risks and TOTAL’s commitments to meet them is available  
at www.total-ep-canada.com.  
Registration Document 2010. TOTAL  
19  
Business overview  
2
Upstream  
Following the signature of an agreement in December 2009, a joint  
venture was set up with Chesapeake to produce shale gas in the  
Barnett Shale Basin, Texas. As part of this joint venture, TOTAL holds  
– Production started up in February 2011 on the gas and  
condensates Itaú field located on Block XX Tarija Oeste; it is  
routed to the existing facilities of the neighboring San Alberto  
field. In 2010, TOTAL decreased its interest to 41% in Block XX  
Tarija Oeste after divesting 34% and is no longer the operator.  
25% of Chesapeake’s portfolio in the Barnett Shale area. In 2010,  
00 wells were drilled to increase gas production from 700 Mcf/d  
4
at the beginning of the year to 800 Mcf/d at year-end. Engineers  
from TOTAL are assigned to the teams led by Chesapeake.  
In 2004, TOTAL discovered the Incahuasi gas field on the Ipati  
Block. Following the interpretation of the 3D seismic shot in  
2008, an appraisal well is ongoing on the adjacent Aquio Block  
to confirm the extension of the discovery to the north. In 2010,  
TOTAL signed an agreement to dispose of 20% in the Aquio  
and Ipati licenses. Under this agreement, which is subject to  
the approval by the Bolivian authorities, TOTAL’s interest in the  
licenses will be 60%.  
In January 2009, the Group closed the acquisition of a 50% interest  
in American Shale Oil LLC (AMSO) to develop oil shale technology.  
The pilot to develop this technology is underway in Colorado.  
In Alaska, TOTAL acquired in 2008 a 30% interest in several  
onshore exploration blocks known as “White Hills”. Most of them  
were relinquished in mid-2009 following disappointing results.  
In 2008, TOTAL entered into a cooperation agreement with Gazprom  
and Yacimientos Petroliferos Fiscales Bolivianos to explore the Azero  
Block as part of a joint venture company. TOTAL and Gazprom will  
be partners with equal interests in this joint venture company.  
In Mexico, TOTAL is conducting various studies in cooperation with  
state-owned PEMEX under a technical cooperation agreement  
signed in 2003 which is in the process of being renewed.  
In Brazil, TOTAL holds interests in three exploration blocks: Blocks  
BC-2 (41.2%) and BM-C-14 (50%) in the Campos Basin, and Block  
BM-S-54 (20%) in the Santos Basin.  
2
.3.3. South America  
In 2010, TOTAL’s production in South America was 179 kboe/d,  
representing 8% of the Group’s overall production, compared  
to 182 kboe/d in 2009 and 224 kboe/d in 2008.  
– On Block BC-2, following seismic reprocessing, a pre-salt  
prospect was found under the Xerelete (formerly Curió) discovery  
made in 2001 at a water depth of 2,400 m.  
In Argentina, where TOTAL has been present since 1978, the Group  
operates a quarter of the country’s gas production . The Group’s  
production was 83 kboe/d in 2010, compared to 80 kboe/d in  
(1)  
– The southern extremity of Xelerete is located on Block BM-C-14,  
which is adjacent to Block BC-2. A unitization agreement was  
completed by the partners on both blocks. This agreement is  
subject to approval by the ANP (Agência National do Petroléo).  
2009 and 81 kboe/d in 2008.  
In the Neuquén Basin, the connection of satellite discoveries and  
an increase in compression capacity resulted in the extension of  
the San Roque (24.7%, operator) and Aguada Pichana (27.3%,  
operator) fields’ plateau production.  
– In June 2010, the Group acquired a 20% interest in the BM-S-54  
license. Preliminary assessment of data from the exploration  
drilling, which was completed in November 2010, was positive  
and a second drilling is expected in 2011.  
In 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, 3D seismic was shot in late 2009 in the Las Carceles  
canyons area to allow the development of Aguada Pichana to  
continue westward.  
In Colombia, where TOTAL has been present since 1973, the  
Group’s production was 18 kboe/d in 2010, compared to 23 kboe/d  
in 2009 and 2008. Following the termination of the Santiago  
de Los Andes license, TOTAL relinquished the Cupiagua field, and  
its interest in the joint venture that owns the two remaining licenses  
(
that cover the Cusiana field) decreased to 11.6% from 19%.  
In early 2011, TOTAL acquired interests in four licenses located  
in the Neuquén basin in order to assess their shale gas potential.  
The Group acquired 42.5% interests in and the operatorship of  
the Aguada de Castro and Pampa las Yeguas II licenses, a 40%  
interest in the Cerro Las Minas license and a 45% interest in the  
Cerro Partido license.  
TOTAL also has a 50% interest in the Niscota exploration license.  
TOTAL is also active in the country through its interest in CEPSA ,  
which has operated the Caracara Block since 2008.  
(2)  
– On Cusiana, construction of the facilities intended to increase  
gas production capacity from 180 Mcf/d to 250 Mcf/d was  
completed in December 2010. In addition, start up of a project  
to extract 6 kb/d of LPG is expected in 2011.  
In Tierra del Fuego, where the Group notably operates the  
offshore Carina and Aries fields (37.5%), gas production capacity  
increased from 424 Mcf/d to 565 Mcf/d in 2007 thanks to the  
installation of a fourth medium-pressure compressor to  
debottleneck the facilities. Work to increase the capacity of the  
pipeline that routes the gas to the region of Buenos Aires was  
completed in July 2010. This allowed the Group to increase  
production up to the maximum capacity of the processing plant  
during the southern winter.  
– On Niscota, drilling of the Huron-1 well led to the discovery in  
2009 of a gas and condensate field. A 3D seismic survey  
completed in 2010 aimed at determining the size of the  
discovery and the location of new appraisal wells. Drilling of an  
appraisal well is expected in 2011.  
In French Guiana, TOTAL acquired a 25% interest in the Guyane  
Maritime license in December 2009. The acquisition is subject to  
approval by the French authorities. The license, located about  
150 km off the coast, covers an area of approximately 32,000 km2  
in water depths ranging from 2,000 to 3,000 meters. 3D seismic  
acquisition and interpretation work were carried out in 2009 and  
2010. Drilling of an exploration well is expected in 2011.  
In Bolivia, the Group’s share of production, primarily gas, amounted  
to 20 kboe/d in 2010, stable compared to 2009, compared to 22  
kboe/d in 2008. TOTAL holds interests in six licenses: three producing  
licenses – San Alberto and San Antonio (15%) and Block XX Tarija  
Oeste (41%); and three licenses in the exploration or appraisal phase  
Aquio and Ipati (60%, operator) and Rio Hondo (50%).  
(
1) Source: Argentinean Ministry of Federal Planning, Public Investment and Services – Energy Secretary.  
(2) In February 2011, TOTAL signed an agreement to dispose of its 48.83% interest in CEPSA. The transaction is conditioned on obtaining all requisite approvals.  
20  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
In Trinidad & Tobago, where TOTAL has been present since 1996,  
the Group’s production was 3 kb/d in 2010, compared to 5 kb/d  
in 2009 and 6 kb/d in 2008. TOTAL holds a 30% interest in the  
offshore Angostura field located on Block 2C. A second phase,  
for the development of gas reserves, is underway, with production  
expected to begin in the second quarter of 2011.  
is expected to eventually reach 7.2 Mt/y.  
Major seismic acquisition activity occurred in 2008 on the four  
exploration licenses operated by TOTAL, followed by the  
interpretation of data in 2009. A drilling campaign involving  
two wells started in early 2011 on the WA403 license  
(60%, operator).  
In Venezuela, where TOTAL has been present since 1980, the  
Group’s production was 55 kboe/d in 2010, compared to 54 kboe/d  
in 2009 and 92 kboe/d in 2008. TOTAL holds interests in PetroCedeño  
In 2010, following unsuccessful results, TOTAL relinquished  
the exploration licenses located in the Carnarvon Basin.  
(
30.323%), Yucal Placer (69.5%) and in the offshore exploration  
In Brunei, where TOTAL has been present since 1986, the Group  
operates the offshore Maharaja Lela Jamalulalam gas and  
condensates field located on Block B (37.5%). The Group’s  
production was 14 kboe/d in 2010, compared to 12 kboe/d in  
Block 4, located in the Plataforma Deltana (49%).  
Pursuant to the decision by the Venezuelan authorities to  
terminate all operating contracts signed in the 1990s, the Sincor  
association in which TOTAL held an interest was transformed  
into a mixed public/private company: PetroCedeño. Under this  
agreement that led to the transfer of operatorship to  
2009 and 14 kboe/d in 2008. The gas is delivered to the Brunei  
LNG liquefaction plant.  
On Block B, a new drilling campaign started in July 2009 that  
includes a development well, which started production in  
April 2010, and two exploration wells drilled in 2010 in the southern  
portion of the field that discovered oil and gas. Development  
studies for these new reserves are underway.  
PetroCedeño, TOTAL’s interest in the project decreased from  
47% to 30.323% and PDVSA’s interest increased to 60%.  
The transformation process was completed in February 2008.  
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.  
On deep-offshore exploration Block CA1 (54%, operator), formerly  
Block J, exploration operations that had been suspended since  
May 2003 due to a border dispute between Brunei and Malaysia  
resumed in September 2010. Both countries reached a border  
agreement in 2009 that led to adapting the production sharing  
agreement signed in 2003, resulting in two new partners selected  
by the government of Malaysia farming into the exploration block.  
TOTAL’s share decreased to 54% from 60% and TOTAL remains  
the operator. A drilling campaign involving several wells is expected  
to start in the second half of 2011.  
On Block 4, the exploration campaign, which involved three  
wells, was completed in 2007. In 2008, the authorities agreed to  
let the partners retain the Cocuina discovery zone (lots B and F)  
and relinquish the rest of the block.  
In early 2008, TOTAL signed two agreements for joint studies  
with PDVSA on the Junin 10 Block, in the Orinoco Belt.  
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. The development plan proposed by TOTAL in  
January 2010, in partnership with China National Petroleum  
Corporation (CNPC), was then adjusted to take advantage of the  
synergies achieved with the development of CNPC-operated Great  
Sulige. It was adopted in November 2010 by both partners and the  
approval process with the authorities is ongoing.  
2
.3.4. Asia-Pacific  
In 2010, TOTAL’s production in the Asia-Pacific region was  
48 kboe/d, representing 10% of the Group’s overall production,  
2
compared to 251 kboe/d in 2009 and 246 kboe/d in 2008.  
In Australia, where TOTAL has held leasehold rights since 2005,  
the Group owns 24% of the Ichthys project, 27.5% of the GLNG  
project and ten offshore exploration licenses, including four that  
it operates, off the northwest coast in the Browse, Vulcan and  
Bonaparte Basins. In 2010, the Group produced 1 kboe/d due to  
its interest in GLNG.  
Both partners agreed that TOTAL’s share in cofinancing the  
development would be 49% and CNPC’s share would be 51%  
(
operator). The development will be operated by CNPC where a  
FEED studies for the development of the gas and condensates  
Ichthys field located in the Browse Basin are ongoing. The  
studies launched in 2009 include a floating platform designed for  
gas production, treatment and export, an FPSO to stabilize and  
export condensates, an 885 km gas pipeline and a liquefaction  
plant located in Darwin.  
number of specialists from TOTAL will be assigned.  
In Indonesia, TOTAL has been present since 1968 with production of  
178 kboe/d in 2010, compared to 190 kboe/d in 2009 and 177 kboe/d  
in 2008.  
TOTAL’s operations in Indonesia are primarily concentrated on the  
Mahakam permit (50%, operator), which covers several gas fields,  
including Peciko and Tunu. TOTAL also holds an interest in the Sisi-  
Nubi gas 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 of the Bontang plant is 22 Mt/y.  
Production capacity is expected to be 8.4 Mt/y of LNG and 1.6 Mt/y  
of LPG as well as production capacity of 100 kb/d of  
condensates. The operator plans a start-up of the field at year-  
end 2016.  
In late 2010, TOTAL acquired a 20% interest in the GLNG  
project, followed by an additional 7.5% interest for which the  
acquisition was closed in March 2011. This integrated gas  
production, transport and liquefaction project is based on the  
development of coal gas from the Fairview, Roma, Scotia and  
Arcadia fields. The final investment decision was made in  
January 2011 and start-up is expected in 2015. LNG production  
In 2010, gas production operated by TOTAL amounted to 2,488 Mcf/d.  
The gas operated and delivered by TOTAL accounted for nearly  
80% of Bontang LNG’s supply. In addition to gas production,  
operated condensates and oil production from the Handil and  
Bekapai fields amounted to 49 kb/d and 23 kb/d, respectively.  
Registration Document 2010. TOTAL  
21  
Business overview  
2
Upstream  
On the Mahakam permit:  
The Group’s production was 14 kboe/d in 2010, compared to  
3 kboe/d in 2009 and 14 kboe/d in 2008.  
1
-
Drilling of additional wells on the Tunu field continued in 2010  
as part of the twelfth and thirteenth development phases.  
The 3D seismic campaign on the central/southeastern portion  
of the field was completed in 2010 and drilling of development  
wells to discover shallow gas reservoir started in 2010.  
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 continued in 2010. New low-pressure  
compression capacities (phase 6) were commissioned in May 2010.  
On Bekapai, debottlenecking operations to increase gas  
production were completed in July 2010.  
In Thailand, the Group’s production was 41 kboe/d in 2010,  
compared to 36 kboe/d in 2009 and 41 kboe/d in 2008. The rise  
in production in 2010 is the result of sustained gas demand, driven  
by economic growth in the country. The Group’s main asset is the  
offshore Bongkot gas and condensates field (33.3%). PTT  
purchases all of the natural gas and condensates production.  
-
On the northern portion of the Bongkot field, the 3F (three  
wellhead platforms) and 3G (two platforms) development  
phases came onstream in 2008 and 2009, respectively. New  
investments allow gas demand to be met and plateau production  
to be maintained:  
-
-
Development of the South Mahakam permit continued with  
the award of the Engineering, Procurement and Construction  
contract (EPC) in August 2010 to develop the Stupa, West  
Stupa and East Mandu discoveries. Start-up of production is  
expected in early 2013.  
- the three platforms from the 3H development phase were installed  
in 2010 and production started up in early 2011;  
- phase 3J (two platforms) was launched in late 2010; and  
-
additional low-pressure compressors have been installed to  
increase gas production.  
On the Sisi-Nubi field, which began production in 2007, drilling  
operations continue. The gas from Sisi-Nubi is produced through  
Tunu’s processing facilities.  
– The southern portion of the 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. Construction of the facilities,  
which began in 2009, accelerated in 2010 and production is  
expected to start up in early 2012.  
In 2008, a seismic campaign was conducted on the Southeast  
Mahakam exploration block (50%, operator), located in the  
Mahakam Delta. Drilling of the first exploration well (Trekulu 1)  
was completed in late 2010.  
In May 2010, the Group acquired a 24.5% interest in two  
exploration blocks - Arafura and Amborip VI - located in the  
Arafura sea. Drilling of a first well started in mid-November 2010  
on the Amborip VI license, which was followed by a second  
drilling that started in early 2011 on the Arafura license.  
In 2009, three successful exploration wells were drilled on Bongkot  
that are expected to be developed subsequently to maintain  
plateau production. In 2010, an exploration well was drilled on  
Bongkot North and a second well was drilled on Block G12-48  
(33.3%), which neighbors the Bongkot field. The positive results  
In October 2010, the Group closed the acquisition of a 15%  
interest in the Sebuku license where the Ruby gas discovery is  
located, the development of which was launched in mid-  
February 2011 with targeted production of 100 Mcf/d of natural  
gas and expected start-up in 2013.  
from both wells are under interpretation.  
In Vietnam, TOTAL holds a 35% interest in the production sharing  
contract for the offshore 15-1/05 exploration block following an  
2
agreement signed in 2007 with PetroVietnam. A 1,600 km 3D  
seismic survey was shot in the summer of 2008 on this block.  
Two oil discoveries were made on the southern portion of the block,  
one in November 2009 and the other in October 2010. A new  
drilling campaign that involves five wells started in November 2010.  
In October 2010, the Group signed an agreement with the  
consortium Nusantara Regas (Pertamina-PGN) for the delivery of  
1
1.75 Mt of LNG over the period 2012-2022 to a re-gasification  
terminal located near Jakarta.  
In 2009, TOTAL and PetroVietnam signed a production sharing  
agreement for Blocks DBSCL-02 and DBSCL-03. The onshore  
blocks, located in the Mekong Delta region, are held by TOTAL  
(75%, operator) and PetroVietnam (25%). A first 2D seismic survey  
was shot between November 2009 and April 2010.  
The Heads of Agreement that TOTAL, Inpex and state-owned  
Pertamina signed in 2009 with a consortium of LNG buyers in  
Japan (Western Buyers) came into effect in March 2010. As part of  
this agreement, the Bontang LNG plant is expected to deliver 25 Mt  
of LNG to Japan for the period 2011-2020. The gas supplied will  
come from the Mahakam permit.  
2
.3.5. Commonwealth of Independent States  
In Malaysia, TOTAL signed a production sharing contract in 2008 with  
state-owned Petronas for the offshore exploration Blocks PM303, that  
TOTAL relinquished in early 2011, PM324 (70%, operator).  
(CIS)  
In 2010, TOTAL’s production in the CIS was 23 kboe/d,  
representing 1% of the Group’s overall production,  
compared to 24 kboe/d in 2009 and 26 kboe/d in 2008.  
A drilling campaign in high pressure/high temperature conditions is  
expected to be launched in the second half of 2011 on Block PM324.  
In Azerbaijan, TOTAL has been present since 1996 with  
TOTAL also signed in November 2010 a new production and  
sharing agreement with Petronas for the deep offshore exploration  
Block SK 317 B (85%, operator) located off the state of Sarawak.  
production of 13 kboe/d in 2010, compared to 12 kboe/d in 2009  
and 18 kboe/d in 2008. 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 Turkish and Georgian markets. TOTAL also holds  
a 5% interest in BTC Co., owner of the BTC (Baku-Tbilisi-Ceyhan)  
oil pipeline, which connects Baku and the Mediterranean Sea.  
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. The Yadana field also supplies the domestic market  
via a land pipeline and, since June 2010, via a sub-sea pipeline built  
and operated by Myanmar’s state-owned company MOGE.  
22  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
Gas deliveries to Turkey and Georgia from the Shah Deniz field  
continued throughout 2010, at a lower pace for Turkey due to  
weaker demand. In 2010, SOCAR, the Azerbaijan state-owned  
company, took gas quantities superior to those provided for by  
the agreement.  
(offshore development, gas pipeline and onshore gas and  
condensates processing facilities - Teriberka site), with a final  
investment decision expected in 2011, and 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.  
An agreement was made with Botas, a Turkish state-owned  
company, to revise the price of gas sold to Turkey as part of  
Shah Deniz Phase 1, applicable with retroactive effect from  
April 15, 2008.  
– In December 2009, TOTAL closed the acquisition from Novatek  
of a 49% interest in Terneftegas, which holds a development and  
production license on the onshore Termokarstovoye field. An  
appraisal well was drilled in 2010, the results of which are  
expected to lead to a final investment decision by year-end 2011.  
Development studies and business negotiations for the sale of  
additional gas needed to launch a second development phase in  
Shah Deniz continued in 2010. SOCAR and Botas signed in  
June 2010 a Memorandum of Understanding for the sale of  
additional gas volumes and the transfer conditions for volumes  
intended for the European market. This agreement is expected to  
allow FEED studies to start in 2011 for the second phase.  
– On the Kharyaga field, work related to the development plan of  
phase 3 is ongoing. This development plan is intended to  
maintain plateau production at the 30 kboe/d (in 100%) level  
reached in late 2009. In December 2009, TOTAL signed an  
agreement, effective January 1, 2010, to sell 10% of the field to  
state-owned Zarubezhneft, and decreased its interest to 40%.  
On the BTC oil pipeline, notably used to transport the  
condensates produced at Shah Deniz, equipment was installed  
in 2009 to inject additives to reduce drag. This resulted in the oil  
pipeline capacity increasing from 1 Mb/d to 1.2 Mb/d.  
– In October 2009, TOTAL signed an agreement setting forth the  
principles of a partnership with KazMunaiGas (KMG) for the  
development of the Khvalynskoye gas and condensates field,  
located offshore in the Caspian Sea on the border between  
Kazakhstan and Russia, under Russian jurisdiction. Gas  
production is expected to be transported to Russia. Pursuant to  
this agreement, TOTAL is planning to acquire a 17% interest in  
KMG’s share.  
In 2009, TOTAL and SOCAR signed an exploration, development  
and production sharing agreement for a license located on the  
Absheron block in the Caspian Sea. TOTAL (40%) is the operator  
during the exploration phase and a joint operating company will  
manage operations during the development phase. Drilling of an  
exploratory well started in early 2011.  
– On March 2, 2011, TOTAL and Novatek signed two agreements  
in principle providing for:  
In Kazakhstan, TOTAL has held since 1992 an interest in the North  
Caspian license that covers notably the Kashagan field where the  
substantial reserves may eventually allow production to reach more  
than 1 Mb/d (in 100%).  
- TOTAL becoming the main international partner on the Yamal  
LNG project with a 20% interest, and Novatek holding a 51%  
interest in the project. As part of the agreement, the transaction  
is expected to be closed by July 2011.  
The Kashagan project is expected to be developed in several  
phases. 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 2010. The consortium continues to  
target first commercial production by year-end 2012.  
-
TOTAL taking a 12.08% interest in Novatek with both parties  
intending that TOTAL increases its interest to 15% within  
12 months and to 19.40% within 36 months.  
2.3.6. Europe  
In October 2008, the members of the North Caspian Sea Production  
Sharing Agreement (NCSPSA) consortium and the Kazakh authorities  
signed agreements to end the disagreement that began in August 2007.  
Their implementation 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 in  
January 2009. NCOC supervises and coordinates NCSPSA’s  
operations.  
In 2010, TOTAL’s production in Europe was 580 kboe/d,  
representing 24% of the Group’s overall production,  
compared to 613 kboe/d in 2009 and 616 kboe/d in 2008.  
In Denmark, TOTAL was awarded in June 2010 an 80% interest  
in and the operatorship for licenses 1/10 (Nordjylland) and 2/10  
(Frederoskilde), following the approval by the Danish Energy  
2
Agency. These onshore licenses cover areas of 3,000 km and  
2
2,300 km , respectively, and are expected to be appraised for shale gas.  
In Russia, where TOTAL has been present since 1989, the Group’s  
production was 10 kboe/d in 2010, compared to 12 kboe/d in  
In France, the Group’s production was 21 kboe/d in 2010,  
compared to 24 kboe/d in 2009 and 25 kboe/d in 2008. TOTAL’s  
major assets are the Lacq (100%) and Meillon (100%) gas fields,  
located in the southwest part of the country.  
2009 and 8 kboe/d in 2008. Production comes mainly from the  
Kharyaga field (40%, operator).  
In 2007, TOTAL and Gazprom signed an agreement for the first  
phase of development on the giant Shtokman gas and  
condensates field, located in the Barents Sea. Under this  
agreement, Shtokman Development AG (TOTAL, 25%) was  
created in 2008 to design, build, finance and operate this first  
development phase whose overall production capacity is  
expected to be 23.7 Bm /y (0.4 Mboe/d). Engineering studies are  
underway for the portion of the project that will allow the  
transport of gas by pipeline through the Gazprom network  
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  
the Group’s sustainable development policy, this project will allow  
the Group to assess one of the technological possibilities for  
reducing carbon dioxide emissions.  
3
In 2010, TOTAL was awarded the Montélimar (100%) license to  
Registration Document 2010. TOTAL  
23  
Business overview  
2
Upstream  
assess the shale gas potential of the area once authorizations to  
operate are given.  
development project is expected to be launched in 2011 after  
receipt of approval from the Norwegian authorities. The Dagny  
project is scheduled for approval in 2012.  
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.  
A number of discoveries were 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. Katla and Vigdis North East are expected to be  
developed as fast track satellites, with the approval of the projects  
by the partners on both licenses planned for the first half of 2011.  
In the Central North Sea, TOTAL (40% operator) made a gas and  
condensate discovery in 2010 on the David structure (PL 102C  
Site preparation work started in early 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. Drilling of the Gorgoglione 2 appraisal well that  
started in May 2010 is ongoing. The partners on Tempa Rossa are  
expected to make the final investment decision in 2011 for this  
project that has an expected capacity of 55 kboe/d. The extension  
plan for the Tarente refinery export system, needed for the  
development of the Tempa Rossa field, was submitted to the Italian  
authorities in May 2010 for an approval expected in 2011. Start-up  
of production is currently expected in 2015.  
-Heimdal area). The structure could be developed through a tie-  
back to Heimdal via Skirne-Byggve. In the Barents Sea, TOTAL was  
awarded in 2009 a new exploration license - PL 535 (40%) - during  
the twentieth licensing round. On this license, a 3D seismic  
acquisition was completed in 2009 and drilling is expected to begin  
in 2011. In 2011, TOTAL was awarded four new exploration  
licenses, including one for which TOTAL is operator, during the  
2010 APA (Awards in Predefined Areas).  
In Norway, where the Group has been present since the mid-  
1
960s, TOTAL holds interests in seventy-eight production licenses  
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 2008.  
In 2010, the Group’s share of production amounted to 42 kboe/d,  
compared to 45 kboe/d in 2009 and 44 kboe/d in 2008.  
on the Norwegian continental shelf, fifteen of which it operates.  
Norway is the largest single-country contributor to the Group’s  
production, with volumes of 310 kboe/d in 2010, compared to  
327 kboe/d in 2009 and 334 kboe/d in 2008.  
In the Norwegian North Sea, production was 226 kboe/d in  
2
010. The most substantial contribution to production, for the  
most part non-operated, comes from the Greater Ekofisk Area  
Ekofisk, Eldfisk, Embla, etc.), located in the south. The Greater  
Hild Area (Hild East, Central, West, etc.) is located in the north.  
In 2008, TOTAL acquired Goal Petroleum (Netherlands) B.V.  
On the K5F field (40.39%, operator), production began in 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 well heads  
and systems.  
(
-
Several projects are ongoing or are under study in the Greater  
Ekofisk Area, where the Group has a 39.9% participation in  
the Ekofisk and Eldfisk fields. The Ekofisk South and Eldfisk 2  
projects are expected to be launched in 2011 after receiving  
the approval from the Norwegian authorities.  
Development of the K5CU project (49%, operator) was launched  
in 2009 and production started up in early 2011. This  
development includes four wells supported by a platform that  
has been installed in September 2010 and is connected to the  
K5A platform by a 15 km gas pipeline.  
-
-
In 2010, the Group sold its interests in the Valhall/Hod fields.  
On the Greater Hild Area, the Group holds a 49% interest  
(operator). The development scheme was selected at year-end  
2
010. The project is expected to be approved in 2011 and  
In late 2010, TOTAL disposed of 18.19% of its shares in the  
NOGAT gas pipeline and decreased its interest to 5%.  
production is scheduled to start up in 2016.  
On Frigg, decommissioning is completed.  
-
In the United Kingdom, TOTAL has been present since 1962 with  
production in 2010 of 207 kboe/d, compared to 217 kboe/d in  
2009 and 213 kboe/d in 2008. 86% 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.  
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%). Morvin started up in August 2010 as planned,  
with two producing wells. In 2010, the Group’s production in the  
Haltenbanken area was 61 kboe/d.  
On the Alwyn zone, start-up of satellite fields or new reservoir  
compartments allowed production to be maintained. The  
processing and compressing capacities of the Alwyn platform  
increased from 530 Mcf/d to 575 Mcf/d during the summer of  
2008 planned shutdown for maintenance.  
In the Barents Sea, LNG production on Snøhvit (18.4%) started  
in 2007. This project includes development of the natural gas  
fields, Snøhvit, Albatross and Askeladd, as well as the  
construction of the associated liquefaction facilities. Due to  
design problems, the plant experienced reduced capacity during  
the start-up phase. A number of maintenance turnarounds were  
scheduled to fix the issue and the plant is now operating at its  
design capacity (4.2 Mt/y).  
The N52 well drilled on Alwyn (100%) in a new compartment of  
the Statfjord reservoir came onstream in February 2010 with  
initial flow of 15 kboe/d (gas and condensates).  
Between 2008 and 2010, exploration and appraisal work was  
carried out on various licenses. In the Norwegian North Sea,  
the oil discovery on Dagny (PL 048, 21.8%) and the Pan/Pandora  
(PL 120, 11%) discovery, made in 2008, substantially increased  
the potential of the Sleipner and Visund areas, respectively.  
Pan/Pandora is to be developed as a fast track satellite. The  
24  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
The Jura field (100%), discovered in late 2006, started  
production in May 2008 through two sub-sea wells connected to  
the oil pipeline linking Forvie North and Alwyn. The production  
capacity of this field is 50 kboe/d (gas and condensates).  
2.3.7. Middle East  
In 2010, TOTAL’s production in the Middle East was 527 kboe/d,  
representing 22% of the Group’s overall production, compared  
to 438 kboe/d in 2009 and 432 kboe/d in 2008.  
Development studies were completed on Islay (100%), a second  
gas and condensates discovery made in 2008 and located in a  
faulted panel immediately east of Jura, and the development was  
approved in July 2010. Start-up of production is expected in the  
second half of 2011 with a production capacity of 15 kboe/d.  
In the United Arab Emirates, where TOTAL has been present  
since 1939, the Group’s production in 2010 was 222 kboe/d,  
compared to 214 kboe/d in 2009 and 243 kboe/d in 2008.  
The changes that have been recorded since 2008 are mainly due  
to the implementation of OPEC quotas.  
In late 2008, TOTAL increased its interest in the Otter field from  
5
4.3% to 81%. An agreement to dispose of this interest was  
In Abu Dhabi, TOTAL holds a 75% interest in the Abu Al Bu Khoosh  
field (operator), a 9.5% interest in the Abu Dhabi Company for  
Onshore Oil Operations (ADCO), which operates the five major  
onshore fields in Abu Dhabi, and a 13.3% interest in Abu Dhabi  
Marine (ADMA), which operates two offshore fields. TOTAL also has  
a 15% stake in Abu Dhabi Gas Industries (GASCO), which  
produces LPG and condensates from the associated gas produced  
by ADCO, and a 5% stake in Abu Dhabi Gas Liquefaction  
reached in 2010 and is expected to be completed under two  
phases between 2011 and 2012.  
The development of the Elgin (35.8%) and Franklin fields (35.8%),  
in production since 2001, contributed substantially to the  
Group’s operations in the United Kingdom. On the Elgin field, the  
infill well drilled between November 2008 and September 2009  
came onstream in October 2009 with production of 18 kboe/d.  
Drilling of a second infill well was completed in 2010 with  
production of 12 kboe/d starting up in May. Drilling of such a well  
in a high pressure/high temperature highly depleted field is a  
significant technical milestone.  
Company (ADGAS), which produces LNG, LPG and condensates.  
In early 2009, TOTAL signed agreements for a 20-year extension of  
its interest in the GASCO joint venture starting on October 1, 2008.  
In early 2011, TOTAL and IPIC, a government-owned entity in Abu  
Dhabi, signed a Memorandum of Understanding with a view to  
developing projects of common interest in the upstream oil and  
gas sectors.  
Additional development of West Franklin through a second phase  
(drilling of three additional wells and installation of a new platform  
connected to Elgin) was approved in November 2010. This  
phase is expected to result in the development of approximately  
The Group holds a 25% interest in Dolphin Energy Ltd. alongside  
Mubadala, a company owned by the government of the Abu Dhabi  
Emirate, to market gas produced in Qatar in particular to the United  
Arab Emirates.  
85 Mboe in 100%. Start-up of production is expected at year-  
end 2013.  
As part of an agreement signed in 2005, TOTAL acquired a 25%  
interest in two blocks located near Elgin and Franklin by drilling  
an appraisal well on the Kessog structure. This interest was  
increased to 50% in 2009.  
The Group also holds a 33.3% interest in Ruwais Fertilizer  
Industries (FERTIL), which produces urea. 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 is expected to allow  
FERTIL to more than double production so as to reach nearly 2 Mt/y  
in January 2013.  
In the West of Shetland area, TOTAL increased its interest to  
80% in the Laggan and Tormore fields in early 2010.  
The final investment decision for the Laggan/Tormore project was  
made in March 2010 and commercial production is scheduled to  
start in 2014 with an expected capacity of 90 kboe/d. The joint  
development scheme selected by TOTAL and its partner includes  
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 then be exported to the  
Saint-Fergus terminal via a new pipeline connected to the Frigg  
pipeline (FUKA).  
In Iraq, TOTAL bid in 2009 and 2010 on the three calls for tenders  
launched by the Iraqi Ministry of Oil. The PetroChina-led consortium  
that includes TOTAL (18.75%) was awarded the development and  
production contract for the Halfaya field during the second call for  
tenders held in December 2009. This field is located in the province  
of Missan, north of Basra. The agreement became effective in  
March 2010 and the preliminary development plan was approved  
by the Iraqi authorities in late September 2010. Development  
operations have started. It plans for first production of nearly 70 kb/d  
of oil in 2012.  
In 2010, the Group’s interest in the P967 license (operator),  
which includes the Tobermory gas discovery, increased to 50%  
from 43.75%. This license is located north of Laggan/Tormore.  
In Iran, the Group’s production, under buyback agreements,  
amounted to 2 kboe/d in 2010, compared to 8 kboe/d in 2009 and  
In early 2011, a gas and condensate discovery was made on the  
Edradour license (75%, operator).  
9
kboe/d in 2008. For additional information on TOTAL’s operations  
in Iran, see Chapter 4 (Risk Factors).  
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. The Group disposed of its interest in the  
Nelson field (11.5%) in 2010.  
In Oman, the Group’s production in 2010 was 34 kboe/d, stable  
compared to 2009 and 2008. The Group produces oil on Block 6  
mainly and on Block 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.  
(1) Indirect interest through the 36.8% share in Qalhat LNG owned by Oman LNG.  
Registration Document 2010. TOTAL  
25  
Business overview  
2
Upstream  
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%), Dolphin (24.5%) and train  
In Yemen, TOTAL has been present since 1987 with production  
of 66 kboe/d in 2010, compared to 21 kboe/d in 2009 and  
10 kboe/d in 2008.  
5
of Qatargas 2 (16.7%). The Group’s production was 164 kboe/d  
TOTAL has an interest in the Yemen LNG project (39.62%). As part  
of this project, the liquefaction plant built in Balhaf on the southern  
coast of Yemen is supplied with the gas produced on Block 18,  
located near Marib in the center of the country, through a 320 km  
gas pipeline. The two liquefaction trains were commissioned in  
October 2009 and April 2010. Overall production capacity from  
both trains is 6.7 Mt/y of LNG.  
in 2010, compared to 141 kboe/d in 2009 and 121 kboe/d in 2008.  
Production substantially increased with the start-up of Qatargas 2.  
Production from Dolphin started during the summer of 2007 and  
reached its full capacity in the first quarter of 2008. The contract,  
signed in 2001 with state-owned Qatar Petroleum, provides for  
the sale of 2 Bcf/d of gas from the North field for a 25-year  
period. The gas is processed in the Dolphin plant in Ras Laffan  
and exported to the United Arab Emirates through a 360 km  
gas pipeline.  
TOTAL also has interests in the country’s two oil basins, as the  
operator on Block 10 (Masila Basin, East Shabwa license, 28.57%)  
and as a partner on Block 5 (Marib Basin, Jannah license, 15%).  
Production from train 5 of Qatargas 2, which started in  
September 2009, reached its full capacity (7.8 Mt/y) at year-end  
In 2010, TOTAL consolidated positions in onshore exploration  
through the acquisition of a 36% interest in Block 72 and by  
increasing its interest to 50.1% from 30.9% in Block 70. TOTAL  
also acquired 40% interests in Blocks 69 and 71 in 2007. Appraisal  
of gas discoveries 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.  
2009. TOTAL has owned an interest in this train since 2006. In  
addition, TOTAL began to off-take part of the LNG produced in  
compliance with the contracts signed in 2006, which provide for  
the purchase of 5.2 Mt/y of LNG from Qatargas 2 by the Group.  
The Group also holds a 10% interest in Laffan Refinery, a 146 kb/d  
condensate splitter that started up in September 2009.  
In Syria, TOTAL is present on the Deir Ez Zor license (100%,  
operated by DEZPC, 50% of which is owned by TOTAL) and  
through the Tabiyeh contract that became effective in October 2009.  
The Group’s production for both assets was 39 kboe/d in 2010,  
compared to 20 kboe/d in 2009 and 15 kboe/d in 2008.  
Three agreements were ratified:  
in 2008, the 10-year extension, to 2021, of the production  
sharing agreement of the Deir Ez Zor license;  
in 2009, the Tabiyeh agreement, which primarily provides for an  
increase in the production from the gas and condensates  
Tabiyeh field; and  
in 2009, the Cooperation Framework Agreement, which provides  
for the development of oil projects in partnership with the Syrian  
company General Petroleum Corporation.  
For additional information on TOTAL’s operations in Syria, see  
Chapter 4 (Risk Factors).  
26  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
2.4. Oil and gas acreage  
As of December 31,  
2010  
2009  
2008  
(in thousand of acres at year-end)  
Undeveloped  
acreage(  
Developed  
acreage  
Undeveloped  
Developed  
acreage  
Undeveloped  
Developed  
acreage  
a)  
(a)  
(a)  
acreage  
acreage  
Europe  
Africa  
Gross  
Net  
6,802  
3,934  
776  
184  
5,964  
2,203  
667  
182  
5,880  
2,191  
647  
181  
Gross  
Net  
72,639  
33,434  
1,229  
349  
85,317  
45,819  
1,137  
308  
85,883  
41,608  
1,112  
292  
Americas  
Middle East  
Asia  
Gross  
Net  
16,816  
5,755  
1,022  
319  
9,834  
4,149  
776  
259  
8,749  
4,133  
484  
186  
Gross  
Net  
29,911  
2,324  
1,396  
209  
33,223  
2,415  
204  
97  
33,223  
2,415  
199  
69  
Gross  
Net  
36,519  
17,743  
539  
184  
29,609  
16,846  
397  
169  
25,778  
12,529  
387  
131  
Total  
Gross  
Net(b)  
162,687  
63,190  
4,962  
1,245  
163,947  
71,432  
3,181  
1,015  
159,513  
62,876  
2,829  
859  
(
(
a) Undeveloped acreage includes leases and concessions.  
b) Net acreage equals the sum of the Group's fractional interest in gross acreage.  
2.5. Number of productive wells  
As of December 31,  
2010  
2009  
2008  
(number of wells at year-end)  
Gross  
productive  
wells  
Net  
productive  
wells(  
Gross  
productive  
wells  
Net  
Gross  
productive  
wells  
Net  
productive  
productive  
a)  
(a)  
(a)  
wells  
wells  
Europe  
Africa  
Liquids  
Gas  
569  
368  
151  
132  
705  
328  
166  
125  
700  
328  
166  
127  
Liquids  
Gas  
2,250  
182  
628  
50  
2,371  
190  
669  
50  
2,465  
112  
692  
34  
Americas  
Middle East  
Asia  
Liquids  
Gas  
884  
2,532  
261  
515  
821  
1,905  
241  
424  
621  
254  
176  
79  
Liquids  
Gas  
7,519  
360  
701  
49  
3,766  
136  
307  
32  
3,762  
83  
264  
15  
Liquids  
Gas  
196  
1,258  
75  
411  
157  
1,156  
75  
379  
184  
1,049  
68  
271  
Total  
Liquids  
Gas  
11,418  
4,700  
1,816  
1,157  
7,820  
3,715  
1,458  
1,010  
7,732  
1,826  
1,366  
526  
(a) Net wells equal the sum of the Group's fractional interest in gross wells.  
Registration Document 2010. TOTAL  
27  
Business overview  
2
Upstream  
2.6. Number of net oil and gas wells drilled annually  
As of December 31,  
2010  
2009  
2008  
Net  
productive  
Net dry  
wells  
Total net  
wells  
Net  
Net dry  
wells  
Total net  
wells  
Net  
Net dry  
wells  
Total net  
wells  
productive  
productive  
wells drilled(  
a)  
drilled  
(a)  
drilled  
(a)  
wells drilled  
(a)  
drilled  
(a)  
drilled  
(a)  
wells drilled  
(a)  
drilled  
(a)  
drilled  
(a)  
Exploratory(b)  
Europe  
Africa  
Americas  
Middle East  
Asia  
1.7  
1.6  
1.0  
0.9  
3.2  
0.2  
4.3  
1.6  
0.3  
1.2  
1.9  
5.9  
2.6  
1.2  
4.4  
0.4  
5.9  
0.8  
0.3  
1.7  
3.7  
3.2  
1.6  
4.1  
9.1  
2.4  
0.3  
2.9  
1.3  
4.7  
0.4  
4.1  
2.0  
3.2  
2.6  
3.3  
7.9  
2.6  
0.4  
6.3  
1.2  
2.2  
Subtotal  
8.4  
7.6  
16.0  
9.1  
9.7  
18.8  
10.5  
10.0  
20.5  
Development  
Europe  
Africa  
Americas  
Middle East  
Asia  
5.0  
18.1  
135.3  
29.6  
-
5.0  
18.1  
247.8  
31.0  
5.0  
27.5  
31.2  
42.6  
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  
-
112.5  
1.4  
59.3  
-
59.3  
0.3  
63.8  
58.7  
Subtotal  
Total  
247.3  
255.7  
113.9  
121.5  
361.2  
377.2  
172.8  
181.9  
108.2  
117.9  
281.0  
299.8  
205.9  
216.4  
284.9  
294.9  
490.8  
511.3  
(
(
a) Net wells equal the sum of the Group's fractional interest in gross wells.  
b) Previously published data for 2009 have been restated.  
2.7. Drilling and production activities in progress  
As of December 31,  
2010  
2009  
2008  
(number of wells at year-end)  
Gross  
Net(a)  
Gross  
Net(a)  
Gross  
Net(a)  
Exploratory  
Europe  
Africa  
Americas  
Middle East  
Asia  
3
4
2
2
2
2.1  
1.4  
0.9  
1.2  
1.1  
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  
Subtotal  
13  
6.7  
8
2.8  
12  
4.5  
Development  
Europe  
Africa  
Americas  
Middle East  
Asia  
21  
29  
99  
20  
23  
3.8  
6.4  
29.2  
5.1  
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  
9.8  
5.5  
Subtotal  
Total  
192  
205  
54.3  
61.0  
148  
156  
38.8  
41.6  
63  
75  
21.2  
25.7  
(a) Net wells equal the sum of the Group's fractional interest in gross wells.  
28  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
2.8. Interests in pipelines  
The table below sets forth TOTAL’s interests in oil and gas pipelines as of December 31, 2010.  
Pipeline(s)  
Europe  
Origin  
Destination  
% interest Operator  
Liquids Gas  
France  
TIGF  
Network South West  
Lille-Frigg, Froy  
100.00  
x
x
Norway  
Frostpipe (inhibited)  
Gassled(a)  
Heimdal to Brae Condensate Line  
Kvitebjorn pipeline  
Norpipe Oil  
Oseberg  
36.25  
7.76  
16.76  
5.00  
34.93  
8.65  
x
x
x
x
x
x
Heimdal  
Kvitebjorn  
Brae  
Mongstad  
Teeside (UK)  
Sture  
Ekofisk Treatment center  
Oseberg, Brage  
and Veslefrikk  
Sleipner East  
Troll B and C  
Oseberg Transport System  
Sleipner East Condensate Pipe  
Troll Oil Pipeline I and II  
Karsto  
Vestprosess  
10.00  
3.71  
x
x
(Mongstad refinery)  
The Netherlands  
Nogat pipeline  
WGT K13-Den Helder  
WGT K13-Extension  
F3-FB  
K13A  
Markham  
Den Helder  
Den Helder  
K13 (via K4/K5)  
5.00  
4.66  
23.00  
x
x
x
United Kingdom  
Alwyn Liquid Export Line  
Bruce Liquid Export Line  
Central Area  
Alwyn North  
Bruce  
Cats Riser Platform  
Cormorant  
Forties (Unity)  
Teeside  
100.00  
43.25  
0.57  
x
x
x
x
Transmission System (CATS)  
Central Graben Liquid  
Export Line (LEP)  
Elgin-Franklin  
ETAP  
15.89  
x
Frigg System : UK line  
Alwyn North, Bruce  
and others  
Ninian  
Elgin-Franklin, Shearwater Bacton  
Bacton  
St.Fergus (Scotland)  
Sullom Voe  
100.00  
x
x
x
Ninian Pipeline System  
Shearwater Elgin Area Line (SEAL)  
SEAL to Interconnector Link (SILK)  
16.00  
25.73  
54.66  
x
x
x
Interconnector  
Africa  
Algeria  
Medgaz  
Algeria  
Spain  
9.77(b)  
x
Gabon  
Mandji Pipes  
Rabi Pipes  
Mandji fields  
Rabi fields  
Cap Lopez Terminal  
Cap Lopez Terminal  
100.00(c)  
100.00(c)  
x
x
x
x
Americas  
Argentina  
Gas Andes  
Neuquen Basin  
Santiago (Chile)  
56.50  
15.40  
32.68  
x
x
x
x
x
x
(
Argentina)  
Network  
Northern Argentina)  
TGN  
TGM  
(
TGN  
Uruguyana (Brazil)  
Rio Grande (Bolivia)  
Bolivia  
Transierra  
Yacuiba (Bolivia)  
Bolivia-Brazil border  
11.00  
9.67  
x
x
Brazil  
TBG  
Porto Alegre  
via São Paulo  
Registration Document 2010. TOTAL  
29  
Business overview  
2
Upstream  
Pipeline(s)  
Origin  
Destination  
% interest Operator  
Liquids Gas  
Colombia  
Ocensa  
Oleoducto de Alta Magdalena  
Oleoducto de Colombia  
Cusiana  
Tenay  
Vasconia  
Covenas Terminal  
Vasconia  
Covenas  
15.20  
0.93  
9.55  
x
x
x
Asia  
Yadana  
Yadana (Myanmar)  
Ban-I Tong  
31.24  
x
x
(Thai border)  
Rest of World  
BTC  
Baku (Azerbaijan)  
Ceyhan  
Turkey, Mediterranean)  
5.00  
x
(
SCP  
Dolphin  
Baku (Azerbaijan)  
Ras Laffan (Qatar)  
Georgia/Turkey Border  
U.A.E.  
10.00  
24.50  
x
x
(International transport and network)  
(
a) Gassled: unitization of Norwegian gas pipelines through a new joint venture in which TOTAL has an interest of 7.761%. In addition to its direct interest in Gassled, TOTAL holds a 14.4%  
interest in a joint venture with Norsea Gas AS, which holds 2.839% in Gassled.  
(
b) Through the Group’s interest in CEPSA (48.83%).  
(c) Interest of Total Gabon. The Group has a financial interest of 58.3% in Total Gabon.  
2.9. Gas & Power  
The Gas & Power division is primarily focused on the optimization  
of the Group’s gas resources. The division is active in transport,  
trading, marketing of natural gas and liquefied natural gas (LNG),  
LNG re-gasification and natural gas storage, liquefied petroleum  
gas (LPG) shipping and trading, power generation from gas-fired  
power plants or renewable energies, and coal production, trading  
and marketing.  
Yemen, TOTAL markets LNG mainly in Asia and Continental  
Europe, as well as in the United Kingdom and North America.  
In 2010, TOTAL sold 12.3 Mt of LNG, an increase by approximately  
40% compared to 2009, due in particular to the start-up of the train  
5 of Qatargas 2 and Yemen LNG. The start-up of the Angola LNG  
plant, which is currently under construction, and the Group’s  
liquefaction projects in Australia, Nigeria and Russia are expected  
to result in ongoing growth for its sales.  
The Gas & Power division is also developing new energies that emit  
less greenhouse gases to complement hydrocarbons so as to meet  
the increasing global demand for energy. For this purpose, the  
Group has three main focuses:  
The Gas & Power division is responsible for LNG operations  
(2)  
downstream from liquefaction plants . It is in charge of LNG  
marketing to third parties on behalf of the Exploration & Production  
division, building up the Group’s LNG portfolio for its trading,  
marketing and transport operations as well as re-gasification  
terminals.  
the upstream/downstream integration of the solar photovoltaic  
channel;  
thermochemical and biochemical conversion of feedstock  
into fuels or chemicals; and  
In Angola, TOTAL is involved in the construction of the Angola LNG  
liquefaction plant (TOTAL, 13.6%) that includes a 5.2 Mt/y train  
expected to start-up in 2012. As part of this project, TOTAL signed  
in 2007 a re-gasified gas purchase agreement for 13.6% of the  
quantities produced over a 20-year period.  
nuclear power generation with the long-term objective of  
becoming a power plant operator.  
In these fields, TOTAL pursues and strengthens R&D in solar  
energy, gas, coal and biomass conversion processes, energy  
storage, carbon capture and storage and gas technologies.  
In Nigeria, TOTAL holds a 15% interest in the Nigeria LNG plant  
(NLNG). The Group signed an LNG purchase agreement for an  
initial 0.23 Mt/y over a 23-year period starting in 2006, to which  
an additional 0.94 Mt/y was added when the sixth train came  
on stream.  
2.9.1. Liquefied natural gas  
A pioneer in the LNG industry, TOTAL today ranks second  
worldwide among international oil companies(1) and has sound and  
diversified positions both in the upstream and downstream portions  
of the LNG chain. LNG development is key to the Group’s strategy,  
with TOTAL strengthening positions in most major production  
zones and markets.  
TOTAL also holds a 17% interest in the Brass LNG project, which  
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 LNG purchase agreement for  
approximately one-sixth of the plant’s capacity over a 20-year  
period. This contract is subject to the final investment decision for  
the project by Brass LNG.  
From its interests in liquefaction plants located in Indonesia, Qatar,  
the United Arab Emirates, Oman, Nigeria, Norway and, since 2009,  
(
(
1) Based on publicly available information; upstream and downstream portfolios.  
2) The Exploration & Production division is in charge of the Group’s natural gas liquefaction and production operations.  
30  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
3
In Norway, as part of the Snøvhit project, in which the Group holds  
a 18.4% interest, TOTAL signed in 2004 a purchase agreement for  
In Europe, TOTAL marketed 1,278 Bcf (36.2 Bm ) of natural gas  
3
in 2010, compared to 1,286 Bcf (36.5 Bm ) in 2009 and 1,240 Bcf  
(35.2 Bm ) in 2008, approximately 14% of which came from the  
3
35 Bcf/y (0.78 Mt/y) of LNG over a 15-year period primarily  
intended for North America and Europe. Deliveries started in 2007.  
Group’s production. In addition, TOTAL marketed 27.1 TWh of  
electricity in 2010, compared to 35 TWh in 2009 and 38.5 TWh  
in 2008, which came mainly from external sources.  
In Qatar, TOTAL signed purchase agreements in 2006 for up to  
5.2 Mt/y of LNG from train 5 (TOTAL, 16.7%) of Qatargas 2 over  
3
a 25-year period. This LNG is expected to be marketed mainly in  
France, the United Kingdom and North America. LNG production  
from this train started in September 2009.  
In North America, TOTAL marketed 1,798 Bcf (51 Bm ) of natural  
3
gas in 2010, compared to 1,586 Bcf (45 Bm ) in 2009 and  
3
approximately 1,652 Bcf (46.9 Bm ) in 2008, supplied by its own  
production or external sources.  
In Yemen, TOTAL signed an agreement with Yemen LNG Ltd  
(
2
TOTAL, 39.62%) in 2005 to purchase 2 Mt/y of LNG over a  
0-year period, starting in 2009, which are initially intended for  
2.9.2.2.LNG  
deliveries in the United States and Europe. LNG production from  
Yemen LNG’s first and second trains started in October 2009 and  
April 2010, respectively.  
TOTAL has LNG trading operations through spot sales and  
fixed-term contracts. Since 2009, new purchase (Qatargas 2,  
Yemen LNG) and sale (CNOOC) agreements resulted in the  
substantial development of the Group’s LNG marketing operations.  
This spot and fixed-term LNG portfolio allows TOTAL to supply its  
main customers worldwide with gas, while retaining a certain  
degree of flexibility to react to market opportunities.  
In 2009 and 2010, part of the volumes that were bought by the  
Group pursuant to its long term contracts related to the LNG  
projects mentioned above were diverted to higher-value markets  
in Asia.  
In 2010, TOTAL purchased ninety-four contractual cargos and  
twelve spot cargos from Qatar, Yemen, Nigeria, Norway, Russia and  
Egypt, compared to twenty-three and twelve, respectively, in 2009.  
In China, TOTAL signed in 2008 an LNG sale agreement with China  
National Offshore Oil Company (CNOOC). This agreement, starting  
in 2010 for a 15-year period, provides for the supply by TOTAL of  
up to 1 Mt/y of LNG to CNOOC. The gas supplied comes from the  
Group’s global LNG resources.  
2.9.2.3.LPG  
In 2010, TOTAL traded and sold approximately 4.5 Mt of LPG  
butane and propane) worldwide, compared to 4.4 Mt in 2009 and  
.2 Mt in 2008. Approximately 27% of these quantities come from  
fields or refineries operated by the Group. LPG trading involved the  
use of five time-charters, representing 100 voyages in 2010, and  
approximately 150 spot charters.  
As part of its LNG transport operations, TOTAL is also the direct charterer  
of the Arctic Lady, a long-term 145,000 m LNG tanker that ships  
TOTAL ’s share of production from the Snøvhit liquefaction plant in Norway.  
(
5
3
The Group also 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 2010, 245  
active LNG tankers were equipped with membrane tanks built under  
GTT licenses out of a world tonnage estimated at 367 LNG tankers .  
2.9.2.4.Coal  
(1)  
In 2010, the Group marketed 7.3 Mt of coal in the international  
market, compared to 7.3 Mt in 2009 and 8.4 Mt in 2008. More  
than half of this coal comes from South Africa, with three quarters  
exported to Asia, where it is mainly intended for power generation,  
and the remaining quarter exported to Europe.  
2
.9.2. Trading  
In 2010, TOTAL continued to pursue its strategy of developing its  
operations downstream from natural gas and liquefied natural gas  
production in order to optimize access for the Group’s current and  
future production to traditional markets (with long-term contracts)  
and to markets open to international competition (with short-term  
contracts and spot sales). In the context of deregulated markets,  
which allow customers to more freely access suppliers, in turn  
leading to new marketing arrangements that are more flexible than  
traditional long-term contracts, TOTAL is developing trading,  
marketing and logistics businesses to offer its natural gas and LNG  
production directly to customers.  
2.9.3.Marketing  
To unlock value from the Group’s production, TOTAL has gradually  
developed gas, electricity and coal marketing operations with end  
users in the United Kingdom, France and Spain.  
In the United Kingdom, TOTAL sells gas and power to the  
industrial and commercial segments through its subsidiary Total  
Gas & Power Ltd. In 2010, volumes of gas sold amounted to 173 Bcf  
3
3
(
(
4.9 Bm ), compared to 130 Bcf (3.7 Bm ) in 2009 and 134 Bcf  
In parallel, the Group has operations in electricity trading and LPG  
and coal marketing. Teams of the Gas & Power division are located  
mainly in London, Houston and Geneva.  
3
3.8 Bm ) in 2008. Electricity sales amounted to approximately  
4.1 TWh in 2010, stable compared to 2009, and 4.6 TWh in 2008.  
In France, TOTAL markets natural gas through its subsidiary Total  
3
Énergie Gaz (TEGAZ), the overall sales of which were 226 Bcf (6.4 Bm ) in  
3 3  
2
.9.2.1.Gas and electricity  
2
010, compared to 208 Bcf (5.9 Bm ) in 2009 and 229 Bcf (6.5 Bm )  
TOTAL has gas and electricity trading operations in Europe and  
North America with a view to selling the Group’s production and  
supplying its marketing subsidiaries.  
in 2008. The Group also markets coal to its French customers  
through its subsidiary CDF Energie, with sales of approximately  
1.3 Mt in 2010, compared to 1 Mt in 2009 and 1.9 Mt in 2008.  
(1) Gaztransport & Technigaz data.  
Registration Document 2010. TOTAL  
31  
Business overview  
2
Upstream  
In Spain, TOTAL markets natural gas to the industrial and  
commercial segments through Cepsa Gas Comercializadora .  
following the buyback of a partner’s stake. A project is under study  
to increase the storage capacity by 7 Bcf (0.2 Bm3).  
(1)  
3
In 2010, volumes of gas sold amounted to 85 Bcf (2.4 Bm ),  
In India, TOTAL holds a 50% interest in South Asian LPG Limited  
3
compared to approximately 70 Bcf (2 Bm ) in 2009 and 2008.  
(SALPG), a company that operates an underground import and  
The Group also holds interests in the marketing companies that are  
associated with the Altamira and Hazira LNG re-gasification  
terminals located in Mexico and India, respectively.  
storage LPG terminal located on the east coast of the country.  
This cavern, the first of its kind in India, has a storage capacity  
of 60 kt. In 2010, it received 779 kt of LPG, compared to 606 kt  
in 2009 and 535 kt in 2008.  
2.9.4. Gas facilities  
2.9.4.3. LNG re-gasification  
TOTAL develops and operates its natural gas transport and  
marketing networks, gas storage facilities - both liquid and gaseous -  
and LNG re-gasification terminals downstream from natural gas and  
liquefied natural gas production.  
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 presence allows the Group to access new  
2
.9.4.1. Transport of natural gas  
liquefaction projects by becoming a long-term buyer of a portion  
of the LNG produced at the plants, thereby strengthening its LNG  
supply portfolio.  
In France, the Group’s transport operations located in the  
southwest of the country are grouped under TIGF, a wholly-owned  
subsidiary of the Group. This subsidiary operates a regulated  
transport network of 5,000 km of gas pipelines. Highlights of 2010  
included decisions for the development of Franco-Spanish  
interconnections:  
In France, TOTAL’s interest in Société du Terminal Méthanier  
de Fos Cavaou (STMFC) decreased to 28.03% from 28.8% in 2010  
without impacting the re-gasification volumes reserved by TOTAL.  
3
This terminal has a capacity of 291 Bcf/y (8.25 Bm /y) of natural  
3
gas, 79 Bcf/y (2.25 Bm /y) of which has been reserved by TOTAL.  
following the open season launched in 2009, TIGF intends to  
develop two new projects, the Artère du Béarn and phase B  
of the Artère de Guyenne gas pipelines, which are scheduled to  
be commissioned in 2013; and  
Commercial operations started in April 2010 and prefectorial  
authorities authorized the terminal to operate at full capacity in  
August 2010.  
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 the company.  
another open season launched in 2010, which involved four  
French and Spanish transport operators including TIGF, is expected  
to result in the completion of the Euskadour project by 2015.  
In addition, following the enactment of the Third Energy Package  
by the European Union in July 2009, which provides for splitting  
network operations from production and supply operations, TOTAL  
and TIGF are reviewing adaptations to be implemented before the  
regulation becomes effective in France starting in March 2012.  
In the United Kingdom, TOTAL holds an 8.35% interest in the  
South Hook LNG re-gasification terminal in connection with the  
interest held in the Qatargas 2 project. The terminal was  
commissioned in October 2009 for phase 1 (371 Bcf/y or  
3
1
0.5 Bm /y) and in April 2010 for phase 2, increasing its overall  
3
In South America, TOTAL owns interests in several natural gas  
transport companies in Argentina, Chile and Brazil. 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. In Argentina, in the absence of an  
increase in the tariff granted to utilities and given the restrictions on  
gas exports, the Group continued to manage its assets in the most  
appropriate way in a difficult operating and financial environment.  
capacity to 742 Bcf/y (21 Bm /y).  
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 Mexico, TOTAL holds a 25% interest in the Altamira re-  
gasification terminal that was commissioned in 2006. This terminal,  
located on the east coast of the country, has a re-gasification  
3
capacity of 236 Bcf/y (6.7 Bm /y) that has been entirely reserved by  
Gas del Litoral in which TOTAL has a 25% interest.  
2
.9.4.2. Storage of natural gas and LPG  
In the United States, TOTAL has reserved re-gasification capacity  
of 353 Bcf/y (approximately 10 Bm /y) at the Sabine Pass terminal  
3
In France, the Group’s storage operations located in the southwest  
are grouped under TIGF. This subsidiary operates two storage units  
under a negotiated scheme with a usable capacity of 92 Bcf  
(Louisiana) for a 20-year period starting in April 2009, concurrent  
with the delivery of the Group’s first LNG cargo. The terminal was  
inaugurated in April 2008.  
3
(
2.6 Bm ). Highlights of 2010 included an increase in Lussagnet’s  
storage capacity by 3.5 Bcf (0.1 Bm3).  
In India, TOTAL holds a 26% interest in the Hazira terminal that  
3
TOTAL, through its interest in Géosud, also participates in  
Géométhane, an Economic Interest Grouping that owns natural gas  
storage in a salt cavern with a capacity of 10.5 Bcf (0.3 Bm3),  
located in Manosque, in southeastern France. In March 2010, the  
Group’s interest in Géométhane increased to 35.5% from 26.2%  
has natural gas re-gasification capacity of 177 Bcf/y (5 Bm /y).  
The terminal, located on the west coast of India in the Gujarat state,  
is a merchant terminal with operations that cover both LNG re-  
gasification and gas marketing. TOTAL has agreed to provide up to  
26% of the LNG for the Hazira terminal. Due to market conditions in  
(
1) Held by TOTAL (35%), CEPSA (35%) and Sonatrach (30%). In February 2011, TOTAL signed an agreement to dispose of its 48.83% interest in CEPSA.  
The transaction is conditioned on obtaining all requisite approvals.  
32  
TOTAL. Registration Document 2010  
Business overview  
Upstream  
2
2
010, Hazira was operated on the basis of short-term contracts,  
2.9.5.3. Electricity from renewable  
energy sources  
both for the sale of gas on the Indian market and the purchase of  
LNG from international markets.  
In concentrated solar power, TOTAL (20%), in partnership with  
Spanish Abengoa (20%), won the call for tenders for the  
construction and operation for twenty years of a 109 MW  
concentrated solar power plant in Abu Dhabi. As part of this  
project, TOTAL is partnering with MASDAR through the Abu Dhabi  
Future Energy Company (ADFEC), which owns a 60% interest in  
the joint venture created for the project. Construction work started  
in July 2010 and start-up is expected in the summer of 2012.  
The production will be sold to Abu Dhabi Water and Electricity  
Company (ADWEC).  
2
.9.5. Electricity generation  
In a context of increasing global demand for electricity, TOTAL  
has developed expertise in the power generation sector, especially  
through cogeneration and combined cycle power plant projects.  
The Group is also involved in power generation projects from  
renewable sources and has a long-term goal of becoming a  
nuclear operator.  
In wind power, TOTAL owns a 12 MW wind farm in Mardyck  
(near Dunkirk, France), which was commissioned in 2003.  
2
.9.5.1. Electricity from conventional  
energy sources  
With respect to marine energy, TOTAL holds a 16% interest in  
Scotrenewables Marine Power, located in the Orkney Islands  
in Scotland. Start-up and tests of a 250 kW prototype are expected  
in 2011.  
In Abu Dhabi, the Taweelah A1 plant combines electricity  
generation and water desalination. It is owned by Gulf Total  
Tractebel Power Cy, in which TOTAL has a 20% interest.  
The Taweelah A1 power plant, in operation since 2003, currently  
has net power generation capacity of 1,600 MW and a water  
2.9.6. Solar photovoltaic  
3
desalination capacity of 385,000 m per day. The plant’s production  
is sold to ADWEC (Abu Dhabi Water and Electricity Company) as  
part of a long-term agreement.  
As part of its strategy to develop energy resources to complement oil  
and gas, TOTAL continued in 2010 to strengthen its positions in solar  
photovoltaic power, where the Group has been present since 1983.  
In Nigeria, TOTAL and its partner, the state-owned NNPC (Nigerian  
National Petroleum Corporation), own interests in two gas-fired  
power plant projects that are part of the government’s objectives to  
develop power generation and increase the share of natural gas  
production for domestic use:  
In the photovoltaic sector based on crystalline silicon technology,  
TOTAL is developing upstream operations through industrial  
production and downstream marketing activities. The Group is  
pursuing R&D in this field through several partnerships.  
The Afam VI project, part of the SPDC (Shell Petroleum  
Development Company) joint venture in which TOTAL holds  
a 10% interest, concerns the development of a 630 MW  
combined-cycle power plant. Commercial operations started  
in December 2010.  
Regarding channels other than crystalline silicon, TOTAL is  
broadening its business portfolio through industrial and R&D  
partnerships, in particular for organic and thin film technologies.  
The Group is also committed to research programs for solar  
energy storage.  
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  
2.9.6.1. Production of solar-grade polysilicon  
In June 2010, TOTAL announced that it acquired a 25.4% interest  
in the U.S. start-up AE Polysilicon Corporation (AEP), which has  
developed a new process that operates continuously to produce  
cost-competitive solar-grade granular polysilicon. The technology  
developed by AEP is currently being industrialized. This production  
unit, the commissioning of which started in 2010, is expected  
to eventually have a nominal capacity equivalent to 1,800 t/y of  
solar-grade polysilicon.  
(
40%, operator). A final investment decision is expected in the  
first half of 2011 and commissioning is scheduled in the first half  
of 2013 in open cycle and in early 2014 in closed cycle.  
The power plant will be connected to the existing power grid  
through a new 108 km high-voltage transmission line.  
In Thailand, TOTAL owns 28% of EPEC (Eastern Power and  
Electric Company Ltd), which operates the combined-cycle gas  
power plant of Bang Bo, with a capacity of 350 MW, in operation  
since 2003. The plant’s production is sold to EGAT (Electricity  
Generating Authority of Thailand) as part of a long-term agreement.  
2.9.6.2. Production of photovoltaic solar cells  
TOTAL holds a 50% interest in Photovoltech, a Belgian company  
specialized in manufacturing multicrystalline photovoltaic cells.  
In 2010, Photovoltech increased the overall production capacity of  
its Tirlemont (Tienen) plant in Belgium to 155 MWc/y following the  
installation of a third production line. Photovoltech’s sales in 2010  
were approximately 104 million in 2010, an increase of about 30%  
compared to 2009.  
2
.9.5.2. Electricity from nuclear  
energy sources  
In France, TOTAL partners with EDF and other players through its  
.33% interest in the second French EPR project in Penly, in the  
northwest of the country, for which studies are underway.  
8
The Group continues to review other opportunities in the countries  
where it operates and favors partnerships with experienced,  
recognized nuclear operators, and is closely monitoring the impact  
that the serious situation in Japan may have on the development of  
certain nuclear projects worldwide.  
In R&D, TOTAL is continuing its partnership with the IMEC  
(Interuniversity MicroElectronics Center), based at the University  
of Leuven (Belgium), to sharply reduce the use of silicon while  
increasing the efficiency of cells in order to substantially lower costs  
of this technology.  
Registration Document 2010. TOTAL  
33  
Business overview  
2
Upstream  
2
.9.6.3. Production of solar panels  
Amyris owns a cutting-edge industrial synthetic biological platform  
to create and optimize micro-organisms (yeasts, algae, bacteria)  
that can convert sugar into fuels and chemicals. Amyris owns  
research laboratories and a pilot unit in California as well as a pilot  
plant and a demonstration facility in Brazil. Today, the project is in the  
industrialization phase and production is expected to start-up in 2012.  
and marketing of photovoltaic solar systems  
TOTAL holds a 50% interest in Tenesol, a French company that  
designs, manufactures, markets, installs and operates solar  
photovoltaic systems. Tenesol owns a solar panel manufacturing plant  
in South Africa, the annual production capacity of which increased to  
8
5 MWp/y from 60 MWp in 2010, and another in France, the annual  
production capacity of which also increased to 85 MWp/y from  
0 MWp/y. In 2010, Tenesol’s consolidated sales were approximately  
304 million, an increase of about 22% compared to 2009.  
In April 2010, the Group announced that it had acquired an interest  
in Coskata, a company based in Chicago that develops a  
technology allowing biological conversion of synthetic gas into  
alcohols for fuels and petrochemical usages. Coskata deployed this  
technology on a large scale on a demonstration unit that produces  
bioethanol and continues its efforts towards commercialization.  
5
In November 2010, TOTAL announced the construction of a solar  
panel production and assembly plant in French northeastern region  
of Moselle, which is expected to eventually have an overall capacity  
of 50 MWp/y. Start-up of construction work is expected in the first  
half of 2011 with a commissioning at year-end.  
In addition, the Group continues to develop a network of R&D  
collaborations in the field of technologies that are complementary  
with Amyris’ platform: deconstruction of ligno-cellulose, new  
biosynthesis, processes and bio-engineering for microalgae and  
other phototrophic organisms.  
The Group also conducts projects to display solar application  
solutions as part of decentralized rural electrification projects  
in a number of countries, notably in South Africa. New projects  
are under study in Africa and Asia.  
2.9.7.2. DME  
In Japan, TOTAL is involved with eight Japanese companies in  
2
.9.6.4. New solar technologies  
a program intended to heighten consumer awareness of DME  
(Di-Methyl Ether), a new generation fuel. The 80 kt/y production  
TOTAL has committed to developing innovative technologies to  
improve its portfolio of solar projects. The Group has major R&D  
programs through partnerships with major laboratories and  
international research institutes in France and abroad (including  
the United States, Switzerland, Belgium and Germany).  
plant (TOTAL, 10%), located in Niigata, started up in 2009.  
In Sweden, TOTAL is involved in the “bio-DME” European project,  
which is intended to test the whole DME chain, from its production  
using black liquor, a paper pulp residue, to its use by a fleet of  
trucks in four Swedish cities. Production start-up at the pilot plant  
located in Pitea is expected in the first half of 2011.  
In solar organic technologies, the Group acquired a stake in  
the U.S. start-up Konarka in 2008 and owns approximately 25%.  
Since 2009, Konarka has carried out research projects in  
cooperation with TOTAL to develop solar film on a large scale.  
2.9.8. Carbon capture and storage  
Regarding thin-film technologies and silicon-based nano-materials,  
the Group partnered with LPICM (Laboratoire de Physique des  
Interfaces et des Couches Minces) in 2009 to set up a joint  
research team - named Nano PV - in the Saclay area in France.  
TOTAL also entered into a research partnership with Toulouse-  
based LAAS (Laboratoire d’analyse et d’architecture des systèmes)  
to develop associated electrical systems.  
TOTAL is involved in a program to develop new carbon capture  
and storage technologies to reduce the environmental footprint of  
the Group’s industrial projects based on fossil energy.  
In partnership with the French IFP Énergies Nouvelles (French  
Institute for Oil and Alternative Energies), TOTAL is involved in an  
R&D program related to chemical looping combustion, a new  
process to burn solid and gas feedstock that includes carbon  
capture at a very low energy cost. In 2010, this partnership resulted  
in the construction of a demonstration pilot at the Solaize site  
Regarding solar energy storage, TOTAL entered in 2009 into a  
research agreement with the MIT (Massachussetts Institute of  
Technology) in the United States to develop a new stationary  
battery technology.  
(France). A large-scale pilot is expected to be commissioned in  
2013.  
The Group is also involved in the EU-co-funded Carbolab project  
that intends to validate the carbon storage technology in coal seams.  
2.9.7. Conversion of biomass  
TOTAL is exploring a number of avenues for developing biomass  
depending on the resource used (type, location, harvesting,  
transportation, etc.), the type of molecules and markets targeted  
2.9.9. Coal production  
(
fuels, lubricants, petrochemicals, specialty chemicals, etc.) and  
TOTAL has exported coal for nearly thirty years from South Africa  
primarily to Europe and Asia.  
the conversion processes.  
The Group focuses on biological and thermochemical biomass  
conversion processes.  
With the start-up of production on the Tumelo mine in 2009,  
the subsidiary Total Coal South Africa (TCSA) owns and operates  
four mines in South Africa. A fifth mine is under construction in  
Dorstfontein, with start-up expected at year-end 2011, and  
development of a sixth mine is underway in Forzando with start-up  
expected in 2013. The Group is also studying several other mining  
development projects.  
2.9.7.1. Biotechnologies  
In June 2010, TOTAL entered into a strategic partnership with  
Amyris Inc., a U.S. start-up specializing in biotechnologies.  
The Group acquired an interest in Amyris’ share capital  
(
approximately 22% at year-end 2010) and signed a framework  
The 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 5.7% interest.  
agreement that includes research, development, production and  
marketing partnerships as well as the creation of an R&D team.  
34  
TOTAL. Registration Document 2010  
Business overview  
Downstream  
2
3. Downstream  
The Downstream segment comprises TOTAL’s Refining  
Downstream segment financial data  
&
Marketing and Trading & Shipping divisions.  
(M)  
2010  
2009  
2008  
No.1 in Western European refining/marketing(1)  
No.1 marketer in Africa(2) Refining capacity of approximately  
Non-Group sales  
123,245 100,518  
135,524  
3,602  
2,569  
Adjusted operating income  
Adjusted net operating income  
1,251  
1,168  
1,026  
953  
2.4 Mb/d at year-end 2010  
17,490 service stations at year-end 2010  
Approximately 3.8 Mb/d of products sold in 2010  
One of the leading traders of oil and refined products worldwide  
2.3 billion invested in 2010  
In 2010, the ERMI was 27.4 $/t, an increase of 54% compared to 2009.  
For the full year 2010, adjusted net operating income for the  
Downstream segment 1,168 million compared to 953 million  
in 2009.  
32,631 employees  
Refinery throughput (kb/d)(a)  
Expressed in dollars, the adjusted net operating income for the  
Downstream segment was 1.5 B$, an increase of 16% compared  
to 2009. The increase is essentially due to the positive impact of the  
refining margin improvement, which was partially offset by lower  
throughput and reliability of the Group’s refineries in 2010 and less  
favorable conditions for supply optimization.  
(in kb/d)  
2008  
2009  
2010  
2,362  
,090  
2
,151  
2
2
,009 kb/d  
1,901  
1,756  
The persistence of an unfavorable economic environment for  
refining, affecting Europe in particular, led the Group to recognize an  
impairment in the Downstream, essentially on French and UK refining  
assets, in the fourth quarter 2010 in the amount of 1,192 million  
in operating income and 913 million in net operating income.  
These elements have been treated as adjustment items.  
272  
250  
253  
The ROACE(3) for the Downstream segment was 8% in 2010,  
compared to 7% in 2009.  
Europe  Rest of World  
(
a) Including TOTAL’s share in CEPSA and, as from October 1, 2010, in TotalErg.  
2
010 refined products sales  
(a)  
by geographical area: 3,776 kb/d  
For the full year 2010, refinery throughput decreased by 7%  
compared to 2009, reflecting essentially the shutdown of the  
Dunkirk refinery and a distillation unit at the Normandy refinery  
as well as impacts from strikes in France.  
Europe 63%  
Americas 13%  
Africa 11%  
Reste of World 13%  
(a) Including Trading and TOTAL’s share in CEPSA and, as from October 1, 2010, in TotalErg.  
(
(
(
1) Based on publicly available information, refining and/or sales capacities.  
2) PFC Energy January 2011, based on quantities sold.  
3) Calculated based on adjusted net operating income and average capital employed, using replacement cost.  
Registration Document 2010. TOTAL  
35  
Business overview  
2
Downstream  
3
.1.Refining & Marketing  
– In France, the Group continues to adapt its refining capacities  
and shift the production emphasis to diesel, in a context of  
structural decline in petroleum products demand in Europe and  
increase in gasoline surpluses.  
TOTAL’s worldwide refining capacity was 2,363 kb/d at year end 2010,  
compared to 2,594 kb/d in 2009 and 2,604 kb/d in 2008. The  
Group’s worldwide refined products sales in 2010 were 3,776 kb/d  
In October 2010, TOTAL was authorized by a court ruling to  
implement its project to repurpose the Flanders site (Dunkirk  
refinery with a distillation capacity of 7 Mt/y). The shutdown of  
the refining business will lead to gradually dismantling the units.  
The Group confirmed its project of repurposing the site through  
the creation of a technical support center, a refining training  
school, an oil depot and business offices.  
(including trading operations), compared to 3,616 kb/d in 2009  
and 3,658 kb/d in 2008. TOTAL is the largest refiner/marketer in  
(1)  
(2)  
Western Europe , and the leading marketer in Africa . TOTAL’s  
worldwide marketing network consisted of 17,490 service stations  
in 2010, compared to 16,299 in 2009 and 16,425 in 2008, more  
than 50% of which are owned by the Group. In addition, TOTAL’s  
refineries allow the Group to produce a broad range of specialty  
products, such as lubricants, liquefied petroleum gas (LPG), jet fuel,  
special fluids, bitumen, marine fuel and petrochemical feedstock.  
In addition, the industrial plan started in 2009 to adapt the  
Group’s refining base in France is ongoing. This plan is intended  
to reconfigure the Normandy refinery and rescale certain  
corporate departments at the Paris headquarters. At the  
Normandy refinery, the project is intended to upgrade the refinery  
and shift the production emphasis to diesel. For this purpose,  
investment scheduled over four years will result in the eventual  
reduction of the annual distillation capacity to 12 Mt from 16 Mt,  
upsizing the distillate hydrocracker and improving the energy  
efficiency by lowering carbon dioxide emissions.  
The Group continues to adapt its business and improve positions  
in a context of recovering demand worldwide, mainly in non-OECD  
countries, by focusing on three areas: adapting to mature markets  
in Europe, supporting growth in Africa, Asia and the Middle East,  
and developing specialty products worldwide.  
As part of the optimization of the Group’s Downstream portfolio in  
Europe, TotalErg (TOTAL 49%) was created in October 2010 in Italy  
by merger of Total Italia and ERG Petroli. TotalErg has become the  
third largest operator in the Italian market . In addition, in the  
United Kingdom, TOTAL offered for sale in 2010 its marketing  
business and the Lindsey refinery.  
In July 2010, the Group closed the disposal of its minority  
interest (40%) in the Société de la Raffinerie de Dunkerque (SRD),  
a company that specializes in bitumen and base oil production.  
(3)  
In the United Kingdom, commissioning of the  
In February 2011, TOTAL announced that it had signed an  
agreement to sell to IPIC its 48.83% interest in CEPSA pursuant  
to a public takeover bid on the entire share capital of CEPSA.  
The transaction is conditioned on obtaining all requisite approvals.  
In operating terms in Refining & Marketing, this sale concerns  
mainly four refineries (Huelva, Algesiras, Tenerife, Tarragone)  
and some marketing activities in Spain and Portugal.  
hydrodesulphurization (HDS) unit at the Lindsey refinery is  
expected in the first half of 2011. This will result in processing  
up to 70% of high-sulphur crudes, compared to 10% currently,  
and increase low-sulphur diesel production. In parallel, TOTAL  
announced that it offered for sale the Lindsey refinery in 2010.  
− In Germany, the HDS unit that started up in September 2009 at the  
Leuna refinery was operated successfully in 2010. This unit is  
designed to supply the German market with low-sulphur heating oil.  
3.1.1. Refining  
In Italy, TotalErg (TOTAL, 49%) has operated the Rome refinery  
(100%) since October 2010 and holds a 25.9% interest in the  
Trecate refinery.  
TOTAL holds interests in twenty-four refineries (including ten that  
it operates), located in Europe, the United States, the French West  
Indies, Africa and China. Highlights of 2010 included a slight  
recovery of the refining environment that led to improved refining  
margins in refineries worldwide, even though margins are still  
recording low levels.  
In Spain, CEPSA completed its investments intended to improve  
the conversion capacity of the Huelva refinery so as to meet the  
growing demand for middle distillates in the Spanish market.  
A hydrocracker unit, two additional distillation units (one  
atmospheric and one vacuum) and a desulphurization unit were  
inaugurated in October 2010. Distillation capacity increased to  
178 kb/d from 100 kb/d. In February 2011, the Group  
announced the signature of an agreement with IPIC to dispose  
of its 48.83% interest in CEPSA. The transaction is conditioned  
on obtaining all requisite approvals.  
In 2010, TOTAL continued its program of selective investments in  
Refining focusing on three areas: pursuing major ongoing projects  
(deep conversion at Port Arthur, Jubail refinery), adapting the  
European refining system to structural market changes, and  
strengthening safety and energy efficiency.  
In Western Europe, TOTAL’s refining capacity was 2,049 kb/d  
in 2010, accounting for more than 85% of the Group’s overall  
refining capacity at year-end 2010. The Group operates nine  
refineries in Western Europe, and holds interests in the German  
refinery of Schwedt, in four Spanish refineries through its interest in  
CEPSA(4) and in two refineries in Italy through its interest in TotalErg.  
Once finalized, the Group’s disposal of its interest  
In the United States, TOTAL operates the Port Arthur refinery  
in Texas, with a capacity of 174 kb/d. In 2008, TOTAL launched  
a modernization program that includes the construction of a  
desulphurization unit commissioned in July 2010, a vacuum  
distillation unit, a deep-conversion unit (or coker) and other  
associated units. This project is designed to process more heavy  
and high-sulphur crudes and to increase production of lighter products,  
in particular low-sulphur distillates. Construction is completed and  
commissioning was ongoing in March 2011.  
in CEPSA is expected to lead to a decrease of nearly 260 kb/d  
in TOTAL’s refining capacities in Europe.  
(
(
(
(
1) Based on publicly available information, refining capacities and quantities sold.  
2) PFC Energy January 2011, based on quantities sold.  
3) Based on publicly available information.  
4) Group’s share in CEPSA: 48.83% as of December 31, 2010.  
36  
TOTAL. Registration Document 2010  
Business overview  
Downstream  
2
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%). TOTAL and Saudi Aramco each plans to retain  
a 37.5% interest with the remaining 25% expected to be listed  
on the Saudi stock exchange, subject to approval by the relevant  
authorities. The main contracts for the construction of the refinery  
were signed in July 2009, concurrent with the start-up of work.  
Commissioning is expected in 2013.  
The heavy conversion process of this refinery is designed for  
processing heavier crudes (Arabian Heavy) and producing fuels  
and lighter products that meet strict specifications and are mainly  
intended for export.  
In Africa, the Group holds minority interests in five refineries in  
South Africa, Senegal, Côte d’Ivoire, Cameroon and Gabon.  
In China, TOTAL has a 22.4% interest in the WEPEC refinery,  
located in Dalian, in partnership with Sinochem and PetroChina.  
3.1.1.1. Crude oil refining capacity  
(a)  
The table below sets forth TOTAL’s daily crude oil refining capacity :  
As of December 31,  
(kb/d)  
2010  
2009  
2008  
Refineries operated by the Group  
Normandy (France)  
Provence (France)  
Flanders (France)  
Donges (France)  
Feyzin (France)  
Grandpuits (France)  
Antwerp (Belgium)  
Leuna (Germany)  
Rome (Italy)(b)  
199  
158  
-
230  
117  
101  
350  
230  
-
338  
158  
137  
230  
117  
101  
350  
230  
64  
339  
158  
137  
230  
117  
101  
350  
230  
64  
Lindsey - Immingham (United Kingdom)  
Vlissingen (Netherlands)(c)  
Port Arthur, Texas (United States)  
221  
81  
174  
221  
81  
174  
221  
81  
174  
Subtotal  
1,861  
502  
2,201  
393  
2,202  
402  
Other refineries in which the Group has an interest(d)  
Total  
2,363  
2,594  
2,604  
(
(
(
(
a) For refineries not 100% owned by TOTAL, the indicated capacity represents TOTAL’s share of the site’s overall refining capacity.  
b) TOTAL’s interest was 71.9% until September 30, 2010.  
c) TOTAL’s interest is 55%.  
d) TOTAL has interests ranging from 12% to 50% in fourteen refineries (five in Africa, four in Spain, two in Italy, one in Germany, one in Martinique and one in China). Since October 1,  
010, including the Group’s share in the Rome and Trecate refineries through its interest in TotalErg. TOTAL disposed of its 50% interest in the Indeni refinery in Zambia in 2009.  
2
3.1.1.2. Refined products  
(a)  
The table below sets forth by product category TOTAL’s net share of refined quantities produced at the Group’s refineries :  
(kb/d)  
2010  
2009  
2008  
Gasoline  
345  
168  
775  
233  
359  
407  
186  
851  
245  
399  
443  
208  
987  
257  
417  
Avgas and jet fuel(b)  
Diesel and heating oils  
Heavy fuels  
Other products  
Total  
1,880  
2,088  
2,312  
(
(
a) Including equity share of refineries in which the Group holds interests.  
b) Avgas, jet fuel and kerosene.  
Registration Document 2010. TOTAL  
37  
Business overview  
2
Downstream  
3.1.1.3. Utilization rate  
The tables below set forth the utilization rate of the Group’s refineries.  
On crude and other feedstock(a)(b)  
2010  
2009  
2008  
France  
Rest of Europe  
Americas  
Asia  
64%  
85%  
83%  
81%  
76%  
94%  
77%  
88%  
77%  
80%  
77%  
93%  
89%  
93%  
88%  
76%  
79%  
106%  
Africa  
Net share of CEPSA and TotalErg(c)  
Average  
77%  
83%  
91%  
(
(
(
a) Including equity share of refineries in which the Group holds interests.  
b) Crude + crackers’ feedstock/capacity and distillation at the beginning of the year.  
c) For TotalErg: calculation of the utilization rate based on production and prorated capacity.  
On crude(a)(b)  
2010  
2009  
2008  
Average  
73%  
78%  
88%  
(
(
a) Including equity share of refineries in which the Group holds interests.  
b) Crude/capacity and distillation at the beginning of the year.  
3
.1.2. Marketing  
– In France, TOTAL started to implement the project to adapt oil  
logistics operations in January 2010. Closure of the Pontet and  
Saint Julien oil depots is ongoing. Hauconcourt’s operations  
were transferred to the Raffinerie du Midi company on October 1,  
2010. Transfer of the Mans oil depot’s operations and divesting  
of the Ouistreham oil depot are scheduled in the first half of 2011.  
(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  
(2)  
14% .  
TOTAL markets a wide range of specialty products, which it  
produces from its refineries and other facilities. TOTAL is among the  
In January 2010, TOTAL also closed the disposal of half of its  
share (50%) in Société des Dépôts Pétroliers de Corse.  
(3)  
leading companies in the specialty products market , in particular  
for lubricants, LPG, jet fuel, special fluids, bitumen, and marine  
In the United Kingdom, TOTAL announced in September 2010  
its intention to offer for sale its marketing business, except for  
certain specialties (lubricants, etc.).  
(4)  
fuels, with products marketed in approximately 150 countries .  
3.1.2.1. Europe  
In Northern, Central and Eastern Europe, the Group is developing  
its positions primarily in the specialty products market. In 2010,  
TOTAL continued to expand its direct 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.  
In Europe, TOTAL has a network of 12,062 service stations in  
France, Belgium, the Netherlands, Luxembourg, Germany and the  
United Kingdom, as well as Spain and Portugal through its interest  
in CEPSA (48.83%) and Italy through its interest in TotalErg (49%).  
TOTAL also operates a network of more than 579 AS24-branded  
service stations dedicated to 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.  
AS24, which is active in twenty-five European countries, continued  
to expand its network in 2010 by opening new marketing outlets,  
in particular in two new countries (Sweden and Serbia). The AS24  
network is expected to continue to grow and expand to other  
countries in Europe, the Caucasus and the Mediterranean Basin.  
In France, the TOTAL-branded network benefits from a wide  
number of service stations and a diverse selection of products  
(
such as the Bonjour convenience stores and car washes). Elf-  
branded service stations offer quality fuels at prices that are  
particularly competitive. Nearly 2,100 TOTAL-branded service  
stations and 280 Elf-branded service stations are operated in  
France. TOTAL also markets fuels at nearly 1,900 Elan-branded  
retail stations, generally located in rural areas.  
3.1.2.2. Africa & the Middle East  
TOTAL is the leading marketer of petroleum products on the African  
(
2)  
continent, with a market share of nearly 14% . Following the  
acquisition of marketing and logistics assets in Kenya and Uganda  
in 2009, the Group runs more than 3,600 service stations in more  
than forty countries and operates two major networks in South  
Africa and Nigeria. As part of the optimization of its portfolio, the  
Group divested its subsidiary in Benin in December 2010.  
In Western Europe, TOTAL continued in 2010 its efforts to  
optimize its Marketing business.  
In Italy, TotalErg was created in October 2010 and became the  
third largest marketer with a network market share of nearly  
1
TOTAL also has a large presence in the Mediterranean Basin,  
principally in Turkey, Morocco and Tunisia.  
3%(5) and more than 3,200 service stations.  
(
(
(
(
(
1) Based on publicly available information, quantities sold. Scope: France, Benelux, United Kingdom, Germany, Italy, and, through CEPSA, Spain and Portugal.  
2) Market share for the markets where the Group operates, based on publicly available information, quantities sold.  
3) Based on publicly available information, quantities sold.  
4) Including via national distributors.  
5) PFC Energy, Unione Petrolifera, based on quantities sold.  
38  
TOTAL. Registration Document 2010  
Business overview  
Downstream  
2
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.  
3.1.2.6. Service stations  
(a)  
The table below sets forth the number of service stations of the Group:  
As of December 31,  
2010  
2009  
2008  
3
.1.2.3. Asia-Pacific  
France  
4,272(b)  
4,958  
4,606(b)  
1,734  
4,782  
1,811  
At year-end 2010, 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. TOTAL operates service stations in  
Pakistan, the Philippines, Cambodia, Indonesia, and is a significant  
player in the Pacific Islands.  
CEPSA and TotalErg(c)  
Europe, excl. France,  
CEPSA and TotalErg  
Africa  
2,832  
3,570  
1,858  
4,485  
3,647  
1,827  
4,541  
3,500  
1,791  
Rest of the World  
Total  
17,490  
16,299  
16,425  
In China, the Group operated nearly 130 service stations in 2010  
through two TOTAL/Sinochem joint ventures.  
(
a) Excluding AS24-branded service stations.  
(b) Of which nearly 2,100 TOTAL-branded service stations, nearly 280 Elf-branded service  
stations and more than 1,900 Elan-branded service stations.  
(
c) 1,737 CEPSA-branded service stations and, as from October 1, 2010, 3,221 TotalErg-  
branded service stations.  
In Vietnam, TOTAL continues to strengthen its position in the  
specialty products market. The Group became one of the leaders  
in the Vietnamese lubricants market due to the acquisitions of  
lubricants assets at year-end 2009.  
3
.1.2.7. Biofuels  
TOTAL is active in the biodiesel and biogasoline sectors.  
In 2010, TOTAL produced and blended 549 kt of ethanol(1) in  
gasoline at its European refineries(2) (compared to 560 kt in 2009  
and 425 kt in 2008) and 2,023 kt of VOME(3) in diesel at its  
European refineries(4) and several oil depots (compared to 1,870 kt  
in 2009 and 1,470 kt in 2008).  
3
.1.2.4. Americas  
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, which was strengthened by the acquisition  
in 2008 of marketing and logistics assets in Puerto Rico, Jamaica  
and the Virgin Islands.  
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.  
In North America, TOTAL markets lubricants and is continuing to  
grow with the acquisition at year-end 2009 of lubricant assets in the  
province of Quebec in Canada.  
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.  
3.1.2.5. Sales of refined products  
The table below sets forth TOTAL’s sales of refined products  
by region :  
The Group is also involved in Futurol, a R&D project for cellulosic  
bioethanol, which intends to develop and promote on an industrial  
scale a production process for bioethanol by fermentation of  
non-food ligno-cellulosic biomass.  
(a)  
(kb/d)  
2010  
2009  
2008  
France  
725  
1,204  
65  
808  
1,245  
118  
822  
1,301  
147  
Europe, excluding France(a)  
United States  
Africa  
3.1.2.8. 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 European Industry Grouping for a Fuel  
Cell and Hydrogen Joint Technology Initiative created in 2007  
to promote the development of research in the field.  
292  
281  
279  
Rest of the World  
209  
189  
171  
Total excluding Trading  
Trading  
2,495  
1,281  
3,776  
2,641  
975  
2,720  
938  
In 2010, as part of the Clean Energy Partnership Berlin project,  
TOTAL inaugurated a new prototype hydrogen fueling station.  
Construction of a second hydrogen fueling station is underway.  
Total including trading  
3,616  
3,658  
(a) Including TOTAL’s share in CEPSA and, as from October 1, 2010, in TotalErg.  
The Group is also involved in a demonstration project for marketing  
electricity in four TOTAL-branded service stations in Berlin,  
in partnership with the utility company Vattenfall.  
In 2010, TOTAL inaugurated the first of twelve prototype electric  
fueling stations in the area of Brussels in Belgium.  
(
(
(
(
1) Including ethanol from ETBE (Ethyl-Tertio-Buthyl-Ether) and methanol form MTBE (Methyl-Tertio-Butyl-Ether).  
2) Including the Algesiras and Huelva refineries (CEPSA).  
3) VOME: Vegetable-Oil-Methyl-Ester.  
4) Including CEPSA’s Algesiras, Huelva and Tarragona refineries in Spain and TotalErg’s Rome and Trecate refineries in Italy.  
Registration Document 2010. TOTAL  
39  
Business overview  
2
Downstream  
3.2. Trading & Shipping  
The Trading & Shipping division:  
In addition, the expertise acquired also allows this division to extend  
the scope of its activities beyond its primary focus.  
sells and markets the Group’s crude oil production;  
provides a supply of crude oil for the Group’s refineries;  
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 & 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., Total Trading Atlantique S.A.  
and Chartering & Shipping Services S.A.  
charters appropriate ships for these activities; and  
undertakes trading on various derivatives markets.  
The Trading & Shipping division’s main focus is serving the Group.  
3.2.1. Trading  
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 the worldwide sales and source of supply of crude oil of the Group’s Trading division for each of the last  
three years.  
Trading division’s supply and sales of crude oil  
For the year ended  
(kb/d)  
2010  
2009  
2008  
Worldwide liquids production  
1,340  
1,381  
1,456  
Purchased by the Trading division from the Group’s Exploration & Production division  
Purchased by the Trading division from external suppliers  
1,044  
2,084  
1,054  
2,351  
1,102  
2,495  
Total of Trading division’s supply(a)  
3,128  
3,405  
3,597  
Sales of Trading division to Group Refining & Marketing division  
Sales of Trading division to external customers  
1,575  
1,553  
1,752  
1,653  
1,994  
1,603  
Total of Trading division’s sales(a)  
3,128  
3,405  
3,597  
(a) Including condensates and natural gas liquids.  
The Trading division operates extensively on physical and derivatives  
markets, both organized and over the counter. In connection with  
its trading activities, 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 activities are subject to strict internal controls  
and trading limits.  
Throughout 2010, the Trading division maintained a level of activity  
similar to those recorded in 2009 and 2008, with trading physical  
volumes of crude oil and refined products amounting to  
approximately 5 Mb/d.  
In 2010, the main market indicators extended the trends recorded  
since mid-2009. The year-on-year evolution was marked by increased  
crude and diesel spot prices, a flattened crude oil price structure  
and increased freight rates.  
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).  
2010  
2009  
2008  
min 2010  
max 2010  
st  
(a)  
Brent ICE - 1 Line  
Brent ICE - 12th Line(b)  
($/b)  
($/b)  
($/b)  
($/t)  
80.34  
84.61  
4.27  
673.88  
13.41  
62.73  
70.43  
7.70  
522.20  
10.43  
98.52  
102.19  
3.59  
920.65  
24.09  
69.55  
75.29  
(0.55)  
567.25  
8.24  
(May 18)  
(Jan. 29)  
(Nov. 29)  
(Feb. 01)  
(Oct. 01)  
94.75  
95.15  
6.98  
784.50  
23.66  
(Dec. 24)  
(Dec. 24)  
(May 31)  
(Dec. 16)  
(Jan. 12)  
th  
st  
Contango time structure (12 -1 )  
Gasoil ICE - 1st Line(c)  
VLCC Ras Tanura Chiba - BITR(c)  
($/t)  
(
(
(
a) 1st line: Quotation for first month nearby delivery ICE Futures.  
b) 12 Line: Quotation for ICE Futures for delivery during the month M+12.  
c) VLCC: Very Large Crude Carrier. BITR: Baltic International Tanker Routes.  
th  
In 2010, the oil market was marked by recovering demand, due  
mainly to economic growth in emerging countries (China, India,  
Latin America, the Middle East). Meanwhile, crude oil and other  
liquids production (LPG, LNG, biofuels) outside of OPEC countries  
grew rapidly while production from OPEC countries increased only  
slightly despite a softening of quotas that have been effective since  
year-end 2008. The increase in global oil storage, which has  
prevailed since early 2008, finally stopped in mid-2010 with a first  
major decrease mainly due to the strong increase in demand in the  
third quarter of 2010. Following this reversal, oil storage at year-end  
2010 was at the year-end 2009 level.  
40  
TOTAL. Registration Document 2010  
Business overview  
Chemicals  
2
3
.2.2. Shipping  
4
. Chemicals  
The Shipping division arranges the transportation of crude oil and  
refined products necessary to develop the Group’s activities. It has  
a rigorous safety policy that is due mainly to the strict selection of  
the vessels that the division charters. 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.  
The Chemicals segment includes Base Chemicals, with  
petrochemicals and fertilizers, and Specialty Chemicals, with the  
Group’s rubber processing, resins, adhesives and electroplating  
activities. TOTAL is one of the world’s largest integrated chemical  
(1)  
producers .  
In 2010, the Shipping division chartered approximately 2,900 voyages  
to transport approximately 119 Mt. As of December 31, 2010,  
the Group employed a fleet of forty-seven vessels chartered under  
long-term or medium-term agreements (including five LPG carriers  
and no single-hulled vessels). The fleet has an average age of  
approximately four years.  
Chemicals segment key financial data  
(M)  
2010  
2009  
2008  
Non-Group sales  
Incl. Base Chemicals  
17,490  
10,653  
6,824  
893  
14,726  
8,655  
6,071  
249  
(160)  
445  
20,150  
13,176  
6,974  
873  
Incl. Specialty Chemicals  
Adjusted operating income  
Incl. Base Chemicals  
Incl. Specialty Chemicals  
Adjusted net operating income  
Incl. Base Chemicals  
In 2010, the tanker freight market suffered strong fluctuations.  
Highlights of the first half of 2010 included:  
171  
748  
857  
393  
341  
524  
668  
323  
increased crude oil imports to consumer countries, driven by the  
economic recovery and increased onshore and offshore crude oil  
storage in the United States, Europe and China; and  
272  
16  
Incl. Specialty Chemicals  
475  
279  
339  
the resumption of crude oil floating storage that involved up to  
forty-five vessels in early May 2010 and resulted in limited growth  
of the active fleet of tankers despite the disposal of fewer vessels  
than expected.  
For the full year 2010, Chemicals segment sales, excluding  
intra-Group sales, were 17,490 million, an increase of 19%  
compared to 2009.  
The adjusted net operating income was 857 million compared  
to 272 million in 2009. The adjusted net operating income for  
the Base chemicals increased by 377 million, due to an improved  
environment and the ramp-up of new production units in Qatar.  
In 2010, Specialties benefited from strong operational performance  
and good positioning in growth markets.  
The combination of these two trends led to the relative resilience  
of the freight market for crude oil transport as recorded in the first  
half of 2010.  
However, from the second half of 2010, the fundamentals of the  
freight market deteriorated sharply, leading to a collapse of freight  
rates at the end of July. This trend was the result of the sustained  
growth of the active fleet due to the significant decrease in floating  
storage and the continued growth of the fleet.  
The ROACE(2) of the Chemicals segment was 12% in 2010  
compared to 4% in 2009.  
Throughout 2010, the number of new vessels delivered by  
shipyards exceeded the number of vessels disposed of, despite  
the entry into force of the international regulation providing for the  
gradual disposal of single-hulled vessels, which led to an  
oversupply of vessels compared to demand for transport.  
2
010 sales by geographic area  
In 2010, Chemicals sales were 17.49 billion, compared  
to 14.73 billion in 2009 and 20.15 billion in 2008. Europe and  
North America accounted for 62% and 24%, respectively, of the  
Chemicals segment’s sales in 2010, with the remaining sales  
primarily attributable to Asia (10%) and Latin America (4%).  
North America 24%  
Asia 10%  
Rest of World 4%  
Europe 62%  
(
(
1) Based on publicly available information, consolidated sales.  
2) Calculated based on adjusted net operating income and average capital employed, using replacement cost.  
Registration Document 2010. TOTAL  
41  
Business overview  
2
Chemicals  
4.1. Base Chemicals  
The Base Chemicals division includes TOTAL’s petrochemical and  
fertilizers activities.  
margins. The Group strengthened positions in Qatar with the start-  
up of the steam cracker in Ras Laffan and of the linear low-density  
polyethylene plant in Messaied. In 2010, the Fertilizers business  
was adversely affected by manufacturing incidents, whereas the  
European market was recovering.  
In 2010, Base Chemicals sales were 10.7 billion, compared to  
8.7 billion in 2009 and 13.2 billion in 2008. The 2010 market  
environment for Base Chemicals was marked by recovering  
demand for petrochemical products and improved integrated  
4.1.1. Petrochemicals  
Breakdown of TOTAL’s production capacities  
(in millions of tons)  
2010  
2009  
2008  
Europe  
North  
America  
Asia and  
Worldwide  
Worldwide  
Worldwide  
Middle East(  
a)  
Olefins(b)  
Aromatics  
Polyethylene  
Polypropylene  
Styrenics(c)  
4,695  
2,500  
1,180  
1,335  
1,050  
1,195  
940  
460  
1,150  
1,260  
1,300  
755  
500  
295  
7,190  
4,195  
2,140  
2,780  
2,950  
6,895  
4,195  
2,040  
2,780  
3,090  
7,285  
4,360  
2,035  
2,750  
3,220  
640  
(
(
(
a) Including minority interests in Qatar and 50% of Samsung-Total Petrochemicals capacities.  
b) Ethylene, propylene and butadiene.  
c) Styrene and polystyrene.  
The petrochemical business, grouped under Total Petrochemicals,  
includes base petrochemicals (olefins and aromatics) and their  
polymer derivatives (polyethylene, polypropylene and styrenics).  
- The second plan launched in 2009 is focused on a  
consolidation project to improve sites competitiveness.  
This project includes a plan to upgrade the Group’s most  
efficient units by investing approximately 230 million over  
three years to increase energy efficiency and competitiveness  
of the steam cracker and the high-density polyethylene unit in  
Gonfreville, and to consolidate polystyrene production at the  
Carling facility. It also includes the shutdown of two structurally  
loss-making units: two low-density polyethylene lines, one in  
Carling and one in Gonfreville, and a polystyrene line in  
Gonfreville. The three lines were shut down at year-end 2009.  
This reorganization plan is also intended for the support  
services at both sites and the central services at Total  
Petrochemicals France.  
In Europe, TOTAL’s main petrochemicals sites are located in Belgium  
(Antwerp, Feluy) and in France (Carling, Feyzin, Gonfreville, Lavéra).  
In the United States, they are located in Louisiana (Carville) and  
Texas (Bayport, La Porte, Port Arthur).  
In Asia, TOTAL owns, in partnership with Samsung, a 50% interest  
in the Daesan integrated petrochemical site in South Korea.  
The Group is also active through its Singapore and Foshan (China)  
plants.  
In Qatar, the Group holds interests in two steam crackers and  
several polyethylene lines.  
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 had to be closed in the second half of 2010.  
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 refining operations.  
TOTAL continues to strengthen its leadership positions in the  
industry by focusing on the following three strategic areas:  
– TOTAL is continuing to expand in growth areas.  
In Asia, the Samsung-Total Petrochemicals Co. Ltd joint venture  
(TOTAL, 50%) completed in 2008 the first modernization phase  
of the Daesan site in South Korea, its main production site in the  
region. This major development increased the site’s initial  
production capacity by nearly one-third thanks to the extension  
of the steam cracking and styrene units, and the start-up of a  
new polypropylene line and a new metathesis plant . A further  
debottlenecking of the steam cracker and the polyolefin and  
aromatic units was approved in 2010. The capacity extensions  
are scheduled to be effective in 2011 for the steam cracker and  
the polyolefin unit and in 2012 for the aromatic unit.  
In mature markets, TOTAL is improving the competitiveness of its  
long-established sites notably through cost management, better  
energy efficiency at its facilities and more flexibility in the choice  
of feedstock.  
In an increasingly competitive environment, the Group launched  
two reorganization plans mainly for the sites in Carling (eastern  
France) and Gonfreville (northwestern France):  
(2)  
-
The first plan launched in 2006 called for the closure of a steam  
cracker and the styrene plant at Carling and the construction of  
a new world-class(1) styrene plant at Gonfreville to replace the  
plant closed in late 2008. The reorganization plan was  
completed in the first quarter of 2009.  
The joint venture continues to expand its operations with the  
start-up of a polypropylene compounding plant in China in 2009  
and, on the Daesan site, the start-ups of a jet fuel production  
(
(
1) Facilities ranking among the first quartile for production capacities based on publicly available information.  
2) Conversion of ethylene and butene into propylene.  
42  
TOTAL. Registration Document 2010  
Business overview  
Chemicals  
2
plant to develop co-products in June 2010 and a butane storage  
tank to increase flexibility for the steam cracker feedstock at  
year-end 2010.  
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 ethane, the raw material used in  
ethylene production.  
In the Middle East, construction of a 700 kt/y paraxylene unit  
at the Jubail refinery in Saudi Arabia was approved in 2008 by  
TOTAL and Saudi Aramco. This world-class unit is intended to  
supply the Asian market. The main construction contracts were  
signed in 2009 and start-up is expected in 2013.  
2010 was marked by the recovery of global demand in every  
region, especially in China.  
TOTAL’s sales volumes increased 4.7% in 2010 compared to 2009  
thanks to the start-up of the linear low-density plant in Qatar.  
High density polyethylene margins remained weak in Europe.  
In the United States, margins remained high mainly due to the  
competitive price of ethane-based ethylene.  
TOTAL is developing sites in countries with favorable access  
to raw materials.  
In Qatar, through its interest in Qatofin and Qapco, TOTAL holds  
a 49% interest in a world-class linear low-density polyethylene  
plant with a capacity of 450 kt/y in Mesaieed. This unit, operated  
by Qatofin, started up in 2009. The Group also holds a 22%  
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 has started at Qapco, in which  
TOTAL holds a 20% interest, with commissioning scheduled  
in 2012.  
TOTAL intends to focus on lowering the breakeven point in its  
plants in Europe and continuing to differentiate its range of products.  
4.1.1.3. Polypropylene  
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,  
carpet, household, appliances, fibers and hygiene goods markets.  
Margins are mainly influenced by the level of demand and the  
availability and price of propylene.  
In Algeria, TOTAL and Sonatrach, the Algerian state-owned  
oil company, are studying a project to build a petrochemical  
site in Arzew. This world class project would include an  
ethane-based steam cracker with production capacity of  
2010 was marked by sustained growth in the global polypropylene  
market and all geographical areas, in particular North America and  
China. However, the European industry was affected by ongoing  
production difficulties throughout the year.  
1.1 Mt/y, two polyethylene units and a monoethylene glycol  
production unit. It would benefit from favorable access to ethane  
gas, a particularly competitive raw material, and would be ideally  
located to supply Europe, the Americas and Asia.  
TOTAL’s sales volumes only slightly increased compared to 2009  
(
+1%). Margins strongly increased in Europe in a tight market  
In China, TOTAL and China Investment Corporation signed  
in November 2010 an agreement to study a project to build  
a coal-to-olefins plant and a polyolefins plant. TOTAL will bring  
to this partnership its expertise in the Methanol to Olefins (MTO)  
and the Olefin Cracking Process (OCP) technologies that  
Total Petrochemicals has tested extensively at its purpose-built  
semi-commercial plant in Feluy, Belgium. TOTAL will also  
study solutions with respect to carbon capture and storage  
environment but they remained stable at a relatively weak level in  
the United States. To face increasing competition from new plants  
in the Middle East, TOTAL owns plants in Europe and the United  
States that place the Group among the industry’s leaders.  
4
.1.1.4. Styrenics  
This business activity 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.  
(CCS) using the know-how gained from its CCS pilot project  
in Lacq, France.  
4
.1.1.1. Base petrochemicals  
Base petrochemicals include olefins and aromatics (monomers)  
produced by the steam cracking of petroleum cuts, mainly  
naphtha, as well as propylene and aromatics manufactured in  
the Group’s refineries. The economic environment for these  
activities is strongly influenced by the balance between supply  
and demand and changes in feedstock prices, especially naphtha.  
After two years of decrease, the global styrene market increased  
in 2010 thanks to the resilience of the automotive, electronics and  
insulation markets. The global polystyrene market also increased  
in 2010, driven by domestic demand in China.  
Highlights of 2010 included the recovery of global demand for  
monomers and improved margins in all geographical areas.  
TOTAL’s production volumes increased by 8% in 2010.  
In 2010, TOTAL’s polystyrene sales volumes increased by 1.5%  
consistently in all geographical areas. Styrene margins remained  
weak in 2010 whereas polystyrene margins strongly increased due  
to the market stabilization and capacity reductions in mature areas.  
TOTAL is consolidating positions in Asia and the Middle East with  
the start-up of the Ras Laffan steam cracker in 2010 in Qatar and  
continued investments to increase capacities in Korea. In Europe  
and the United States, TOTAL is improving energy efficiency at its  
sites, strengthening synergies with refining and increasing the  
flexibility of the steam cracker feedstock.  
4.1.2. 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.  
4
.1.1.2. Polyethylene  
In 2010, GPN’s production was affected by a number of  
manufacturing incidents that resulted in long shutdowns for  
maintenance of the Grandpuits and Rouen ammonia plants in  
Polyethylene is a plastic produced by the polymerization of ethylene  
manufactured in the Group’s steam crackers. It is primarily intended  
Registration Document 2010. TOTAL  
43  
Business overview  
2
Chemicals  
France and a reduction of the downstream plants’ production (nitric  
acid, urea and ammonium nitrate). These incidents adversely  
affected GPN’s results, which could not take advantage of the  
improved European market.  
in March 2011. This additional urea production enables GPN  
to position in the growing markets of products that contribute  
to reducing nitrogen oxide emissions : DENOX for industrial  
applications and Adblue® for transportation applications.  
(1)  
®
The Fertilizers business continued its major restructuring plan  
initiated since 2006:  
– In France, the Oissel site and three obsolete nitric acid units in  
Rouen and Mazingarbe were closed in 2009 and 2010.  
The complex fertilizers business was shut down in France,  
resulting in the closure of three sites (Bordeaux, Basse Indre  
and Granville). In addition, TOTAL sold its Dutch affiliate, Zuid  
Chemie, to Engrais Rosier (TOTAL, 57%);  
– In early 2010, the Group launched a process to divest GPN’s  
mines and quarries business in Mazingarbe, northern France.  
This project was submitted for prior consultation with employee  
representative organizations and to the approval by the relevant  
authorities. This transaction was closed in January 2011.  
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, the start-up of which was ongoing  
This plan is expected to improve the competitiveness of GPN by  
regrouping its operations at two sites that feature production  
capacity greater than the European average.  
4.2. Specialty Chemicals  
TOTAL’s Specialty Chemicals division includes rubber processing  
Hutchinson), resins (Cray Valley, Sartomer and Cook Composites  
Polymers), adhesives (Bostik) and electroplating (Atotech).  
Hutchinson’s sales were 2.7 billion in 2010, up 19% compared to  
2009 in an uneven environment depending on the lines of business.  
Sales for the automotive business substantially increased thanks to  
the recovery in the European and North American markets and  
the growing Latin American and Chinese markets. In other industrial  
markets, sales decreased slightly in 2010 compared to 2009, due to  
the decline in markets for business planes, helicopters and defense.  
The decline was partially offset by an increase in the railway market.  
(
&
The division serves consumer and industrial markets for which  
customer-oriented marketing and service as well as innovation  
are key drivers. TOTAL markets specialty products in more than  
fifty-five countries and intends to develop in the global market by  
combining internal growth and targeted acquisitions. This  
development is focused on expanding markets and the marketing  
of innovative products with high added value that meet the Group’s  
sustainable development approach.  
To strengthen its position in the aerospace industry, Hutchinson  
acquired Strativer in late 2008, a company specialized in the  
expanding composite materials market.  
The Consumers business (Mapa® and Spontex ) was divested  
®
Throughout 2010, Hutchinson continued to develop in expanding  
markets, primarily Eastern Europe, South America and China,  
relying notably on the Brasov (Romania), Lodz (Poland) and Suzhou  
(China) sites and on the Sousse site (Tunisia) opened in 2009.  
in April 2010. Sales for the divested lines of business were  
530 million in 2009.  
In late 2010, TOTAL also launched a process to partially dispose  
of the Resins business (coatings and photocure resins). Sales for  
these lines of business were 860 million in 2010. Disposal is  
subject to prior consultation with employee representatives and  
approval by the relevant authorities, and may be effective by the  
second quarter of 2011.  
4.2.2. Resins  
TOTAL produces and markets resins for adhesives, inks, paints,  
coatings and composite materials through three subsidiaries:  
Cray Valley, Sartomer, and Cook Composites & Polymers.  
In 2010, the market environment for Specialty Chemicals was  
favorable thanks to the economic recovery in mature markets,  
which had faced difficult conditions in late 2008 and early 2009,  
and ongoing growth in emerging countries. In this context and  
on a like-for-like basis (excluding Consumers products), 2010  
sales were 6.8 billion, a 21% increase compared to 2009.  
In 2010, sales were 1.8 billion, up 24% compared to 2009,  
reflecting the economic recovery in North America and Europe,  
which are the main market segments for the Resins business.  
The subsidiaries continued their fixed costs reduction programs  
in Europe and the United States. In addition, they continued to  
focus on their most profitable lines of business through a selective  
investment policy targeting in particular the most dynamic  
geographical areas.  
4.2.1. Rubber processing  
Hutchinson manufactures and markets products derived from  
rubber processing that are principally intended for the automotive,  
aerospace and defense industries.  
In late 2010, TOTAL launched a process to partially dispose of the  
Resins business (coatings and photocure resins).  
(2)  
Hutchinson, among the industry’s leaders , provides its customers  
with innovative solutions in the areas of fluid transfer, air and fluid  
(or water) seals, transmission, mobility and vibration, as well as  
sound and thermal insulation.  
(
(
1) Nitrogen oxide emissions are noxious to the environment and subject to regulation.  
2) Based on publicly available information, consolidated sales.  
44  
TOTAL. Registration Document 2010  
Business overview  
Investments  
2
4
.2.3. Adhesives  
The electroplating business strongly recovered in 2010, driven in  
particular by the growing automotive and electronics markets.  
After decreasing 20% between 2008 and 2009, Atotech’s sales  
were 0.8 billion in 2010, up 31% compared to 2009.  
Bostik is one of the world leaders in the adhesive sector(1) with  
leading positions in the industrial, hygiene, construction and  
consumer and professional distribution markets.  
In Germany, a new production unit intended for the semiconductor  
market was inaugurated in 2010.  
In 2010, sales were 1.4 billion, up 14% compared to 2009.  
This strong performance confirms 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.  
Atotech successfully pursued its strategy designed to 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.  
Bostik expects to start up new production units in Egypt, Vietnam  
and China in the second half of 2011 and in India in 2012.  
Bostik is actively pursuing its program for innovation based on new  
products and integrated solutions, and focused on sustainable  
development.  
Atotech intends to continue to develop in Asia, which represents  
more than 50% of its global sales.  
4.2.4. Electroplating  
Atotech, which encompasses TOTAL’s electroplating business,  
is the second largest company in this sector based on worldwide  
(1)  
sales . It is active in both the electronics (printed circuits,  
semiconductors) and general metal finishing markets (automotive,  
sanitary goods, furnishing).  
5. Investments  
5
.1. Principal investments made over the 2008-2010 period(2)  
(
M)  
2010  
2009  
2008  
develop new hydrocarbon production facilities, exploration activities  
and acquisitions of new permits. In 2010, development  
Upstream  
13,208  
2,343  
641  
9,855  
2,771  
631  
10,017  
2,418  
1,074  
131  
expenditures were devoted primarily to the following projects:  
Kashagan in Kazakhstan; Pazflor and Angola LNG in Angola;  
OML 58, Usan and Ofon II au Nigeria; Ekofisk in Norway; the  
Mahakam area in Indonesia; Laggan Tormore in the United Kingdom;  
Surmont in Canada; Bongkot in Thailand and Anguille in Gabon.  
Downstream  
Chemicals  
Corporate  
81  
92  
Total  
16,273  
13,349  
13,640  
In the Downstream segment, capital expenditures were split between  
refining and marketing activities (notably for the retail network).  
In refining (nearly $2.3 billion in 2010), they are dedicated to the  
maintenance of facilities and safety and to projects that result in  
increasing the production of lighter products, adding desulphurization  
capacities, adapting the refining base to new specifications and  
improving energy efficiency. Highlights of 2010 included the  
ongoing construction of a deep conversion unit at the Port Arthur  
refinery in the United States, the start up of which was ongoing in  
March 2011.  
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 $20.5  
billion in 2010, compared to $18.1 billion in 2009.  
This increase in investments is almost entirely due to the Upstream  
segment that continued to develop its major projects in 2010  
while acquiring assets in the Barnett Shale in the United States,  
the UTS company in Canada, a 20% interest in the GLNG project(3)  
in Australia and an additional stake in the Laggan Tormore Blocks  
in the United Kingdom. In addition to these acquisitions, capital  
expenditures in the Upsteam segment were mainly intended to  
In the Chemicals segment, capital expenditures for 2010 were  
approximately 75% for Base Chemicals and 25% for Specialties.  
(1) Based on publicly available information, consolidated sales.  
(2) The detail for the major acquisitions and disposals for fiscal years 2008 to 2010 is given in note 3 to the Consolidated Financial Statements of this Registration Document.  
(3) Interest increased to 27.5% in March 2011.  
Registration Document 2010. TOTAL  
45  
Business overview  
2
Investments  
5.2. Principal investments anticipated  
At the beginning of 2011, TOTAL announced the launch of the  
development of the coal seam gas extraction and liquefaction  
project in Australia, and the acquisition of an interest in four  
exploration licenses in Argentina to assess their shale gas potential.  
In Chemicals capital expenditure of $1 billion(1) is planned in 2011  
to finance the safety and maintenance of facilities as well as  
developments in Base and Specialty Chemicals.  
Beyond 2011, TOTAL plans to pursue a sustained investment effort  
to supply the growth of its activities, prioritizing the Upstream segment.  
In early March 2011, the Group also announced the signature of  
two agreements in principle with the Russian Company Novatek  
and its major shareholders in order to acquire a 20% interest in the  
Yamal LNG project and a 12.08% interest in Novatek’s share capital  
TOTAL self-finances most of its capital expenditures from cash flow  
from operations (see the consolidated statement of cash flow  
of the Appendix to 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  
(
with a view to increasing TOTAL’s interest to 15% within 12 months  
and 19.40% within 36 months). Once closed, this acquisition of a  
2.08% is expected to amount to a $4 billion investment.  
1
(see Note 23 to the consolidated financial statements). However,  
For the year 2011, TOTAL announced an investment budget(1)  
of approximately $20 billion, 80% of which are dedicated to the  
Upstream segment. Capital expenditure in the Upstream segment  
are expected to be mainly dedicated to major development projects,  
including Kashagan in Kazakhstan, the Ekofisk area in Norway and  
the Mahakam area in Indonesia, the Laggan/Tormore projects in the  
United Kingdom, Pazflor and CLOV in Angola, Surmont in Canada,  
Anguille/Mandji in Gabon and GLNG in Australia. 35% of the  
Upstream segment’s overall investment budget is expected to be  
dedicated to producing assets, 40% is intended for projects that are  
to start up between 2011 and 2014, and the remaining 25% should  
be devoted to the growth beyond 2014.  
capital expenditure for joint-ventures between TOTAL and external  
partners are generally funded through project financing.  
As part of certain project financing arrangements, TOTAL S.A. has  
provided guarantees. These guarantees (“Guarantees given on  
borrowings”) as well as other information on off-balance sheet  
commitments and contractual obligations 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. nor any other members of the  
Group, currently have or are reasonably likely to have in the future  
a material effect on the Group’s financial situation, revenues or  
expenses, liquidity, capital expenditure or capital resources.  
In the Downstream segment, the $3 billion(1) investment budget is  
expected to be dedicated to the refining and marketing businesses.  
Highlights of 2011 will include in particular more major turnarounds  
in refineries and the ongoing Jubail construction project in Saudi  
Arabia as well as the upgrading project for the Normandy refinery.  
(1) Including net investments in equity affiliates and non-consolidated companies, excluding acquisitions and divestments, based on 1 = $1.30 for 2011.  
46  
TOTAL. Registration Document 2010  
Business overview  
Property, plant and equipment  
2
6. Organizational structure  
6.1. Position of the Company within the Group  
TOTAL S.A. is the parent company of the Group. As of  
December 31, 2010, there were 687 consolidated subsidiaries, of  
which 596 were fully consolidated and 91 were accounted for  
under the equity method.  
the distribution to TOTAL S.A. of the dividends declared by those  
subsidiaries.  
The Group’s activities are organized as indicated on the chart on  
pages 48 and 49 of this Registration Document. The operating  
segments of the Group are assisted by centralized corporate  
divisions (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.  
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, 2010, there is no  
restriction under those provisions that would materially restrict  
6.2. Principal subsidiaries  
A list of the principal subsidiaries directly or indirectly held by the Company is given in Note 35 to the Consolidated Financial Statements.  
7. Property, plant and equipment  
TOTAL has freehold and leasehold interests in over 130 countries  
throughout the world. The business done in these property, plant  
and equipment, oil and gas fields or any other industrial,  
A summary of the fixed assets of the Group and their main related  
expenses (depreciation and impairment) is included in Note 11 to  
the Consolidated Financial Statements.  
commercial or administrative facility is described in this chapter  
for any business segment (Upstream, Downstream, Chemicals).  
Information about the Company’s environmental policy, notably that  
for the Group’s industrial sites, is presented on pages 302 and 304  
of this Registration Document.  
Registration Document 2010. TOTAL  
47  
Business overview  
2
Organization chart as of December 31, 2010  
8. Organization chart as of December 31, 2010  
Ethics Committee  
CHAIRMAN AND CEO  
MANAGEMENT COMMITTEE  
EXECUTIVE COMMITTEE  
Corporate Affairs  
Purchasing  
Public Affairs  
Audit  
Human Resources  
Corporate Security  
Industrial Safety  
Communications  
Sustainable Development & Environment  
Top executives management  
Upstream  
Exploration  
Production  
Gas & Power  
&
Gas Infrastructure  
Technical Affairs  
R&D  
Finance  
Northern Europe  
Geosciences  
Human Resources  
Legal Affairs  
Development  
& Operations  
Techniques  
Electricity  
Liquefied  
Natural Gas  
Africa  
New Energies  
Strategy-Business  
Development  
Strategy-Markets  
Trading  
Middle East  
Americas  
Informations  
Systems  
-Engineering  
Marketing  
R&D  
Finance  
Economics  
Information Systems  
Human Resources  
Asia  
&
Internal  
Pacific  
Communications  
Continental Europe  
Central Asia  
48  
TOTAL. Registration Document 2010  
Business overview  
Organization chart as of December 31, 2010  
2
Finance  
Information  
Technology &  
Telecommunications  
Strategy  
& Business  
Intelligence  
Adviser  
to the Chairman  
and CEO  
Scientific  
Development  
Finance  
Insurance  
Legal Affairs  
Downstream  
Chemicals  
Refining & Marketing  
Trading & Shipping  
Chemicals  
Products  
& Derivatives  
Trading  
Africa  
TOTAL  
Petrochemicals  
Refining  
Crude Oil Trading  
Administration  
Middle East  
Rubber  
processing  
Hutchinson)  
Asia  
Human Resources  
& Communications  
Marketing Europe  
Products Trading  
Shipping  
Pacific  
(
Resins  
(Cray valley,  
Sartomer, CCP)  
Adhesives  
Specialties  
Administration  
(Bostik)  
Strategy  
Development  
Research  
Human Resources  
Electroplating  
Atotech)  
Fertilizers  
(GPN)  
&
Internal  
(
Communications  
Registration Document 2010. TOTAL  
49  
50  
TOTAL. Registration Document 2010  
Management Report  
3
Management Report  
The Management report was approved by the Board of Directors on February 10, 2011,  
and has not been updated with subsequent events.  
1.  
Summary of results and financial position  
52  
1.1.  
1.2.  
1.3.  
1.4.  
1.5.  
1.6.  
Overview of the 2010 fiscal year for TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52  
2010 results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53  
Upstream results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .55  
Downstream results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56  
Chemicals results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56  
TOTAL S.A. 2010 results and proposed dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57  
2.  
Liquidity and capital resources  
57  
2.1.  
2.2.  
2.3.  
2.4.  
2.5.  
Long-term and short-term capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57  
Cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57  
Borrowing requirements and funding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58  
External financing available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58  
Anticipated sources of financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58  
3.  
Research & Development  
59  
3.1.  
3.2.  
3.3.  
3.4.  
3.5.  
3.6.  
3.7.  
Exploration & Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59  
Gas & Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59  
Refining & Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60  
Petrochemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60  
Specialty Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60  
Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60  
R&D organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60  
4.  
Trends and outlook  
61  
4.1.  
4.2.  
4.3.  
Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61  
Risks and uncertainties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61  
2011 sensitivities to market environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61  
Registration Document 2010. TOTAL  
51  
Management Report  
3
Summary of results and financial position  
1. Summary of results and financial position  
1.1. Overview of the 2010 fiscal year for TOTAL  
In 2010, the market environment for the oil and gas industry was  
marked by the rebound in the demand for oil, gas and petroleum  
products, driven by the global economic growth, in particular in  
emerging countries. Crude oil prices increased in 2010 to reach an  
average $80/b. Spot gas prices in Europe and Asia also recovered.  
Following the 2009 record low levels, refining margins recovered to  
average $27/t in Europe. In the Chemicals segment, demand for  
polymers improved in all consuming areas and led to recovering  
petrochemical margins.  
The process initiated in 2004 to increase R&D budgets continued  
with expenditures of 715 million, up 10% compared to 2009, with  
the aim of, in particular, the continued improvement of the Group’s  
technological expertise in the development of oil and gas resources  
and the development of solar, biomass, carbon capture and  
storage technologies in order to contribute to changes in the global  
energy mix.  
In the Upstream segment, the Group continued its ambitious  
investment program that includes launching seven new projects,  
of which Laggan/Tormore in the North Sea and CLOV in Angola.  
Highlights of 2010 also included the announcement of the  
acquisition of an interest in two major projects: the Fort Hills field  
and Voyageur upgrader in Canada and GLNG in Australia. The  
Group continued to add to its acreage with new exploration plays  
focused on pre-salt projects, unconventional gas and new frontier  
areas. Finally, in 2010, TOTAL divested its interests in the Valhall  
and Hod fields in Norway and, Block 31 in Angola, and announced  
the sale of its Exploration & Production subsidiary in Cameroon.  
In this context, TOTAL’s adjusted net income was 10.3 billion, up  
32% compared to 2009, reflecting the improved environment and  
the sound performance of the Group, in particular with production  
growing in the Upstream segment by more than 4% compared to  
2009. Adjusted net operating income for the Upstream segment  
stood at 8.6 billion in 2010, up 35% compared to 2009, an  
increase superior to the Group’s market environment. Earnings  
for the Downstream segment increased by 23%, driven by the  
Marketing division and improved refining margins. Finally, due to  
the improved environment in Petrochemicals and the outstanding  
performance of Specialty Chemicals, earnings of the Chemicals  
segment increased three-fold compared to 2009.  
In the Downstream and Chemicals segments, major changes  
took place in 2010 that included the shutdown of the Dunkirk  
refinery in France and the upgrading of the refinery and the  
petrochemical plant in Normandy. This demonstrated the Group’s  
intention to adapt to changing demand in Europe while the start-up  
of the Ras Laffan steam cracker in Qatar will contribute to taking  
better advantage of the growth in the Middle Eastern and Asian  
markets. In Marketing and Specialty Chemicals, the Group  
continued to optimize its business by setting up TotalErg in Italy,  
offering for sale its marketing network in the United Kingdom and  
disposing of Mapa Spontex while seeking to consolidate its leading  
position with respect to these businesses.  
Benefiting from a strong increase in its cash flow from operations,  
TOTAL strengthened its balance sheet with a gearing ratio of 22%  
at year-end 2010, down from 27% at year-end 2009.  
The year 2010 also marks a new dynamic in the implementation of  
TOTAL’s strategy, with a bolder exploration program and profound  
changes to the portfolio in each business segment. With a higher  
level of acquisitions and disposals, the Group also showed its  
intention to optimize its portfolio of businesses.  
In 2010, TOTAL reasserted the priority on safety and the  
environment as part of its operations and investments throughout  
its business. For all of its projects conducted in a large number of  
countries, the Group put an emphasis on corporate social  
responsibility (CSR) challenges and the development of the local  
industrial fabric.  
52  
TOTAL. Registration Document 2010  
Management Report  
Summary of results and financial position  
3
1.2. 2010 results  
(M)  
2010  
2009  
2008  
Sales  
159,269  
131,327  
179,976  
Adjusted operating income from business segments(a)  
Adjusted net operating income from business segments(a)  
19,797  
10,622  
14,154  
7,607  
28,114  
13,961  
Net income (Group share)  
Adjusted net income (Group share)(a)  
10,571  
10,288  
8,447  
7,784  
10,590  
13,920  
Fully-diluted weighted-average shares (millions)  
Adjusted fully-diluted earnings per share (euros)(a)(b)  
Dividend per share ()(c)  
2,244.5  
4.58  
2,237.3  
3.48  
2,246.7  
6.20  
2.28  
2.28  
2.28  
Net-debt-to-equity (as of December 31)  
Return on average capital employed (ROACE)(d)  
Return on equity  
22%  
16%  
19%  
27%  
13%  
16%  
23%  
26%  
32%  
Cash flow from operating activities  
Investments  
Divestments  
18,493  
16,273  
4,316  
12,360  
13,349  
3,081  
18,669  
13,640  
2,585  
(
a) Adjusted income is defined as income using replacement cost, excluding special items, and through June 30, 2010, the Group’s equity share of adjustment items  
related to Sanofi-Aventis.  
(b) Based on the fully-diluted weighted-average number of common shares outstanding during the period.  
(c) 2010 dividend is subject to the approval by the Shareholders’ Meeting on May 13, 2011.  
(d) Based on adjusted net operating income and average capital employed at replacement cost.  
Market environment  
2010  
2009  
2008  
Exchange rate (-$)  
Brent ($/b)  
European refining margin indicator (ERMI)(a) ($/t)  
1.33  
79.5  
27.4  
1.39  
61.7  
17.8  
1.47  
97.3  
51.1  
(
a) ERMI is an indicator intended to represent the margin after variable costs for a hypothetical complex refinery located around Rotterdam in Northern Europe. The indicator margin  
may not be representative of the actual margins achieved by TOTAL in any period because of TOTAL’s particular refinery configurations, product mix effects or other company-specific  
operating conditions  
Adjustments to operating income from business segments  
(
M)(a)  
2010  
2009  
2008  
Special items affecting operating income from the business segments  
Restructuring charges  
(1,394)  
-
(711)  
-
(375)  
-
Impairments  
Other items  
(1,416)  
22  
(391)  
(320)  
2,205  
(177)  
(198)  
(3,503)  
Pre-tax inventory effect: FIFO vs. replacement cost(a)  
993  
Total adjustments affecting operating income from the business segments  
(401)  
1,494  
(3,878)  
(a) See Note 1 paragraph N to the consolidated financial statements.  
Adjustments to net income (Group share)  
(M)  
2010  
2009  
2008  
Special items affecting net income (Group share)  
Gains (losses) on disposals of assets  
Restructuring charges  
Impairments  
Other items  
Equity share of adjustment items recorded by Sanofi-Aventis(a)  
After-tax inventory effect: FIFO vs. replacement cost(b)  
(384)  
1,046  
(53)  
(1,224)  
(153)  
(81)  
(570)  
179  
(485)  
214  
(69)  
(205)  
(425)  
(393)  
(2452)  
(129)  
(333)  
(287)  
(300)  
1,533  
748  
Total adjustments affecting net income  
283  
663  
(3,330)  
(a) Effective July 1, 2010, the Group no longer accounts for its interest in Sanofi-Aventis as an equity affiliate. Based on TOTAL’s interest of 7.4% in Sanofi-Aventis as of December 31, 2009  
and 11.4% as of December 31, 2008.  
(b) See paragraph N of Note 1 to the Consolidated Financial Statements.  
Registration Document 2010. TOTAL  
53  
Management Report  
3
Summary of results and financial position  
1.2.1. Sales  
Net income (Group share) was 10,571 million compared to  
8,447 million in 2009.  
Consolidated sales increased by 21% to 159,269 million in 2010  
from 131,327 million in 2009.  
The effective tax rate for the Group was 56% in 2010 compared  
to 55% in 2009.  
On December 31, 2010, there were 2,249.3 million fully-diluted  
shares compared to 2,243.7 million fully-diluted shares  
on December 31, 2009.  
1
.2.2. Operating income  
Compared to the full year 2009, the 2010 oil market environment  
was marked by a 29% increase in the average Brent price  
to 79.5 $/b while the average realized price of gas was stable.  
The ERMI increased to 27.4 $/t in 2010 from 17.8 $/t in 2009.  
In 2010, the adjusted fully-diluted earnings per share, based on  
2,244.5 million weighted-average shares, was 4.58 compared to  
3.48 in 2009, an increase of 32%.  
The euro-dollar exchange rate was 1.33 $/ compared to 1.39 $/€  
on average in 2009.  
Expressed in dollars, adjusted fully-diluted earnings per share were  
$6.08 compared to $4.85 in 2009, an increase of 25%.  
In this environment, the adjusted operating income from the  
business segments was 19,797 million, an increase of 40%  
1.2.4. Investments - divestments  
(1)  
(2)  
compared to 2009 . Expressed in dollars , the adjusted operating  
income from the business segments was $26.2 billion, an increase  
of 33% compared to 2009.  
Investments, excluding acquisitions and including net investments  
in equity affiliates and non-consolidated companies, were  
11.9 billion ($15.8 billion) in 2010 compared to 12.3 billion  
The effective tax rate(3) for the business segments was 56%  
compared to 55% in 2009.  
($17.1 billion) in 2009.  
Acquisitions were 3.5 billion in 2010, comprised essentially  
of the acquisition of assets in the Barnett Shale in the United  
States, UTS in Canada, a 20% interest in the GLNG project in  
Australia and an increased stake in the Laggan Tormore blocks in  
the United Kingdom.  
The adjusted net operating income from the business segments  
was 10,622 million compared to 7,607 million in 2009,  
an increase of 40%.  
Expressed in dollars, the adjusted net operating income from  
business segments increased by 33%.  
Asset sales in 2010 were 3.5 billion, comprised essentially of the  
sale of Sanofi-Aventis shares, the Valhall and Hod fields in Norway,  
the 5% interest in Block 31 in Angola, and the Mapa Spontex unit  
in the Chemicals segment.  
1.2.3. Net income Group share  
Adjusted net income increased by 32% to 10,288 million  
compared to 7,784 million in 2009. Expressed in dollars,  
the adjusted net income increased by 26%.  
Net investments(4) increased by 16% to 12.0 billion from  
10.3 billion in 2009. Expressed in dollars, net investments in 2010  
increased by 11% to $15.9 billion.  
Effective July 1, 2010, the Group no longer accounts for its interest  
in Sanofi-Aventis as an equity affiliate. The contribution to the  
Group’s adjusted net income from Sanofi Aventis was 290 million  
in 2010 compared to 786 million in 2009. Excluding the impact  
of the contribution of Sanofi-Aventis, the Group’s adjusted net  
income would have increased by 43% in euros and 36% in dollars.  
1
.2.5. Profitability  
The ROACE for the full year 2010 was 16% for the Group and 17%  
for the business segments. In 2009, the ROACE was 13% for the  
Group and for the business segments. In 2008, it was 26% for the  
Group and 28% for the business segments.  
Adjusted net income excludes the after-tax inventory effect, special  
items, and through June 30, 2010, the Group’s equity share  
of adjustment items related to Sanofi-Aventis.  
Return on equity was 19% in 2010 compared to 16% in 2009.  
The after-tax inventory effect had a positive impact of 748  
million compared to a positive impact of 1,533 million in 2009.  
The Group’s share of adjustment items related to Sanofi-Aventis  
had a negative impact of 81 million in 2010 and a negative  
impact of 300 million in 2009.  
Special items had a negative impact on net income of 384  
million in 2010, comprised essentially of asset impairments that  
had a negative impact of 1,224 million and gains on asset sales  
that had a positive impact of 1,046 million. Special items had a  
negative impact of 570 million in 2009.  
(1) Special items affecting operating income from the business segments had a negative impact of 1,394 million in 2010 and a negative impact of 711 million in 2009.  
(2) Dollar amounts represent euro amounts converted at the average -$ exchange rate for the period (1.3257 in 2010 and 1.3948 in 2009).  
(3) 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).  
(
4) 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.  
54  
TOTAL. Registration Document 2010  
Management Report  
Summary of results and financial position  
3
1.3. Upstream results  
Environment -  
Proved reserves based on SEC rules (based on Brent at 79.02 $/b)  
were 10,695 Mboe at December 31, 2010. Based on the 2010  
average rate of production, the reserve life is more than 12 years.  
liquids and gas price realizations(a)  
2010  
2009  
2008  
Brent ($/b)  
79.5  
76.3  
5.15  
56.7  
61.7  
58.1  
5.17  
47.1  
97.3  
91.1  
7.38  
72.1  
(2)  
Average liquids price ($/b)  
Average gas price ($/Mbtu)  
Average hydrocarbon price ($/boe)  
The 2009 reserve replacement rate , based on SEC rules,  
was 124%.  
As of year-end 2010, TOTAL has a solid and diversified portfolio  
of proved and probable reserves(3) representing more than 20 years  
(a) Consolidated subsidiaries, excluding fixed margin and buyback contracts.  
of reserve life based on the 2010 average production rate,  
and resources(4) representing more than 40 years of reserve life.  
TOTAL’s average liquids price increased by 31% in 2010 compared  
to 2009. TOTAL’s average gas price remained stable compared  
to 2009.  
Results  
(
M)  
2010 2008  
17,653 12,879 23,639  
8,597 6,382 10,724  
2009  
Hydrocarbon production  
2010  
2009  
2008  
Adjusted operating income  
Adjusted net operating income  
Liquids (kb/d)  
Gas (Mcf/d)  
1,340  
5,648  
1,381  
4,923  
1,456  
4,837  
Cash flow from operating activities  
Adjusted cash flow  
from operating activities  
15,573 10,200 13,765  
14,136 11,336 14,313  
Combined production (kboe/d)  
2,378  
2,281  
2,341  
In 2010, hydrocarbon production was 2,378 kboe/d, an increase  
of 4.3% compared to 2009, essentially as a result of:  
Investments  
Divestments  
13,208  
2,067  
9,855 10,017  
398  
1,130  
+3% for production ramp-ups on new projects, net of the normal  
decline, and a lower level of turnarounds;  
Return on average capital employed  
21%  
18%  
36%  
+1,5% for lower OPEC reductions and an increase in gas demand;  
+1% for improved security conditions in Nigeria;  
+2% for changes in the portfolio;  
For the full year 2010, adjusted net operating income from the  
Upstream segment was 8,597 million compared to 6,382 million  
in 2009, an increase of 35%. Expressed in dollars, adjusted net  
operating income for the Upstream segment increased by 28% to  
$11.4 billion, reflecting essentially the impact of production growth  
and higher hydrocarbon prices.  
(1)  
-3% for the price effect .  
Oil and gas reserves  
As of December 31,  
2010  
2009  
2008  
Liquids (Mb)  
Gas (Bcf)  
5,987  
25,788  
5,689  
26,318 26,218  
5,695  
Technical costs for consolidated subsidiaries, in accordance with  
ASC 932 , were 16.6 $/boe in 2010, compared to 15.4 $/boe  
in 2009.  
(5)  
Hydrocarbon reserves (Mboe)  
10,695  
10,483 10,458  
(6)  
The return on average capital employed (ROACE ) for the  
Upstream segment was 21% in 2010 compared to 18% in 2009.  
(
(
1) Impact of changing hydrocarbon prices on entitlement volumes.  
2) Change in reserves excluding production i.e. (revisions + discoveries, extensions + acquisitions – divestments) / production for the period. The reserve replacement rate would be 95%  
in an environment with a constant 59.91 $/b oil price, 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 80 $/b Brent environment, including projects developed by mining.  
(
(
(
4) Proved and probable reserves plus contingent resources (potential average recoverable reserves from known accumulations - Society of Petroleum Engineers - 03/07).  
5) FASB Accounting Standards Codification Topic 932, Extractive industries – Oil and Gas  
6) Calculated based on adjusted net operating income and average capital employed, using replacement cost  
Registration Document 2010. TOTAL  
55  
Management Report  
3
Summary of results and financial position  
1.4. Downstream results  
Operating data(a)  
2010  
2009  
2008  
Refinery throughput (kb/d)  
Sales of refined product(b) (kb/d)  
2,009  
3,776  
2,151  
3,616  
2,362  
3,658  
(
(
a) Including TOTAL’s share in CEPSA and, as from October 1, 2010, in TotalErg.  
b) Including Trading.  
For the full year 2010, refinery throughput decreased by 7% compared to 2009, reflecting essentially the shutdown of the Dunkirk refinery  
and a distillation unit at the Normandy refinery as well as impacts from strikes in France.  
Results  
(M)  
2010  
2009  
2008  
Adjusted operating income  
Adjusted net operating income  
1,251  
1,168  
1,026  
953  
3,602  
2,569  
Cash flow from operating activities  
Adjusted cash flow from operating activities  
1,441  
2,405  
1,164  
1,601  
3,111  
4,018  
Investments  
Divestments  
2,343  
499  
2,771  
133  
2,418  
216  
Return on average capital employed  
8%  
7%  
20%  
In 2010, the ERMI was 27.4 $/t, an increase of 54% compared  
to 2009.  
The persistence of an unfavorable economic environment for  
refining, affecting Europe in particular, led the Group to recognize  
an impairment in the Downstream, essentially on French and UK  
refining assets, in the fourth quarter 2010 in the amount  
of 1,192 million in operating income and 913 million in net  
operating income. These elements have been treated as  
adjustment items.  
For the full year 2010, adjusted net operating income for the  
Downstream segment 1,168 million compared to 953 million  
in 2009, an increase of 23%.  
Expressed in dollars, the adjusted net operating income for the  
Downstream segment was $1.5 billion, an increase of 16%  
compared to 2009. The increase is essentially due to the positive  
impact of the refining margin improvement, which was partially  
offset by lower throughput and reliability of the Group’s refineries in  
The ROACE(1) for the Downstream segment was 8% in 2010  
compared to 7% in 2009.  
2010 and less favorable conditions for supply optimization.  
1.5. Chemicals results  
(M)  
2010  
2009  
2008  
Sales  
17,490  
14,726  
20,150  
Adjusted operating income  
Adjusted net operating income  
893  
857  
249  
272  
873  
668  
Cash flow from operating activities  
Adjusted cash flow from operating activities  
934  
1,157  
1,082  
442  
920  
1,093  
Investments  
Divestments  
641  
347  
631  
47  
1,074  
53  
Return on average capital employed  
12%  
4%  
9%  
For the full year 2010, Chemicals segment sales, excluding intra-  
Group sales, were 17,490 million, an increase of 19% compared  
to 2009.  
environment and the ramp-up of new production units in Qatar.  
In 2010, Specialties benefited from strong operational performance  
and good positioning in growth markets.  
The adjusted net operating income was 857 million compared to  
The ROACE(1) of the Chemicals segment was 12% in 2010  
compared to 4% in 2009.  
272 million in 2009. The adjusted net operating income for the  
Base Chemicals increased by 377 million, due to an improved  
(1) Calculated based on adjusted net operating income and average capital employed, using replacement cost.  
56  
TOTAL. Registration Document 2010  
Management Report  
Liquidity and capital resources  
3
1.6. TOTAL S.A. 2010 results and proposed dividend  
Net income for TOTAL S.A., the parent company, was  
Based on 2010 adjusted net income, the pay-out ratio would be 50%.  
5,840 million in 2010 compared to 5,634 million in 2009. After  
After taking into account the interim dividend of 1.14 per share  
paid on November 17, 2010, the remaining 1.14 per share would  
be paid on May 26, 2011 .  
closing the accounts, the Board of Directors decided to propose at  
the Shareholders’ Meeting to be held on May 13, 2011, a dividend  
of 2.28 per share for 2010, stable compared to the previous year.  
(1)  
2. Liquidity and capital resources  
2.1. Long-term and short-term capital  
Long-term capital  
As of December 31,  
(M)  
2010  
2009  
2008  
Shareholders’ equity(a)  
Non-current financial debt  
Hedging instruments of non-current financial debt  
58,718  
20,783  
(1,870)  
50,993  
19,437  
(1,025)  
47,410  
16,191  
(892)  
Total net non-current capital  
77,631  
69,405  
62,709  
(a) Based on a 2010 dividend equal to the 2009 dividend (2.28/share) less the interim dividend 1.14/share (2,550 million) paid in November 2010.  
Short-term capital  
As of December 31,  
(M)  
2010  
2009  
2008  
Current financial debt  
Net current financial assets  
9,653  
(1,046)  
6,994  
(188)  
7,722  
(29)  
Net current financial debt  
8,607  
6,806  
7,693  
Cash and cash equivalents  
(14,489)  
(11,662)  
(12,321)  
2.2. Cash flow  
(M)  
2010  
2009  
2008  
Cash flow from operating activities  
Changes in working capital adjusted for the pre-tax FIFO inventory effect  
18,493  
497  
12,360  
(1,111)  
18,669  
(932)  
Cash flow from operating activities before changes in working capital adjusted  
for the pre-tax FIFO inventory effect  
17,996  
13,471  
19,601  
Investments  
Divestments  
(16,273)  
4,316  
(13,349)  
3,081  
(13,640)  
2,585  
Net cash flow at replacement cost, before changes in working capital  
6,039  
3,203  
8,546  
Dividends paid  
Share buybacks  
Net-debt-to-equity ratio at December 31  
(5,250)  
-
22%  
(5,275)  
-
27%  
(5,158)  
(1,189)  
23%  
Cash flow from operations was 18,493 million, an increase of 50% compared to 2009, essentially due to the increase in net income  
and the more favorable change in working capital than in 2009.  
(1) The ex-dividend date is scheduled on May 23, 2011.  
Registration Document 2010. TOTAL  
57  
Management Report  
3
Liquidity and capital resources  
Adjusted cash flow(1) was 17,996 million, an increase of 34%.  
Expressed in dollars, adjusted cash flow from operations  
was $23.9 billion, an increase of 27%.  
The net-debt-to-equity ratio was 22.2% on December 31, 2010,  
compared to 18.2% on September 30, 2010 and 26.6%  
on December 31, 2009.  
The Group’s net cash flow(2) was 6,536 million compared  
to 2,092 million in 2009. Expressed in dollars, the Group’s net  
cash flow was 8.7 billion in 2010.  
2.3. Borrowing requirements and funding structure  
The Group’s policy consists of incurring long-term debt primarily  
at a variable rate, or, if an attractive opportunity arises at the time  
of an issuance, at a fixed rate. Debt is incurred in dollars or in euros  
depending on 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.  
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).  
An overall authorized credit limit is defined for each bank and  
is alloted among the subsidiaries and the Group’s Treasury  
Department depending on their needs.  
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.  
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 Group has established standards for market transactions under  
which bank counterparties must be approved in advance, based on  
2.4. External financing available  
The total amount, as of December 31, 2010, of the principal  
confirmed lines of credit granted by international banks to Group  
companies, including TOTAL S.A., was $10,395 million (compared  
to $10,084 million as of December 31, 2009), of which $10,383 million  
was unused (compared to $10,051 million as of December 31, 2009).  
agencies, or to the occurrence of events that could have a material  
adverse impact on its financial position.  
The lines of credit granted to Group companies other than TOTAL S.A.  
are not intended to finance the general corporate needs; they are  
intended to finance either the general needs of the borrowing  
subsidiary or a specific project.  
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, 2010, these lines of credit amounted to  
As of December 31, 2010, 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.  
$9,592 million (compared to $9,322 million as of December 31,  
2009), of which $9,581 million were unused (compared to 9,289  
million as of December 31, 2009).  
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  
2.5. Anticipated sources of financing  
In 2010, investments, working capital and dividend payments were  
financed essentially by the cash flow generated from operating  
activities and by asset disposals and net borrowings.  
financing its investments and activities. As from 2011, a significant  
part of the Group’s financial debt might be issued directly  
or indirectly through swaps in Canadian dollars.  
For the coming years and based on the current financing  
conditions, the Company intends to maintain this method of  
(
(
1) Cash flow from operations at replacement cost before changes in working capital.  
2) Net cash flow = cash flow from operations + divestments – gross investments.  
58  
TOTAL. Registration Document 2010  
Management Report  
Research & Development  
3
3. Research & Development  
In 2010, Research & Development (R&D) expenses amounted  
address the challenges of improved energy efficiency, lower  
environmental impact and toxicity and better management  
of their life cycle;  
to 715 million, compared to 650 million in 2009 and 612 million  
(1)  
in 2008 . The process initiated in 2004 to increase R&D budgets  
continued in 2010. 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.  
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 the Group’s economic margins in the long term;  
In 2010, 4,087 employees were dedicated to R&D, compared  
to 4,016 in 2009 and 4,285 in 2008.  
understanding and measuring the impacts of the Group’s  
operations and products on ecosystems (water, soil, air,  
biodiversity) to improve environmental safety, as part of  
the regulation in place, and reduce their environmental footprint  
to achieve sustainability in the Group’s operations; and  
There are six major R&D focuses at TOTAL:  
developing knowledge, tools and technological mastery  
to discover and operate complex oil and gas resources to help  
meet the global demand for energy;  
mastering and using innovative technologies such as  
biotechnologies, nanotechnologies, high-performance  
computing, information and communications technologies  
and new analytic techniques.  
developing and industrializing solar, biomass and carbon capture  
and storage technologies to contribute to the changes in  
the global energy mix;  
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 showing higher performance for users, and  
These issues are addressed synergistically within a portfolio of  
projects. Different aspects may be looked at independently  
by different divisions.  
3.1. Exploration & Production  
In addition to continuously optimizing the development of deep-  
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 sands,  
very deep and carbonated reservoirs.  
In addition, the carbon capture and storage project in the Rousse  
depleted field in Lacq (France) continues and the first injections  
took place in early 2010. This pilot is intended to increase expertise  
of the entire chain and site study methodology.  
Finally, water management is also the subject of increased  
R&D activities.  
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 enhance the technology for the development of oil shale  
was launched in 2008.  
3.2. Gas & Power  
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 academic research institutes and  
start-ups (Konarka for organic photovoltaic and EAP for silicon  
purification and crystallization).  
R&D also involves energy conversion related to:  
new technical features for LNG (liquefied natural gas) terminals  
and LNG routing;  
– the emergence of DME (DiMethyl Ether) through the Group’s  
involvement in a testing program for this fuel; and  
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 biotechnology studies for the conversion of biomass to advanced  
biofuels or molecules for chemicals, in particular through  
a partnership with Amyris, a company in which the Group  
acquired an interest.  
– CTL (Coal to Liquids) projects to convert coal into liquid  
hydrocarbons, with carbon dioxide capture as part of  
this process.  
R&D partnerships in wave power, thermal energy and marine power  
also enable the Group to monitor the technological challenges  
in these fields.  
(1) Including, starting in 2009, expenses for Exploration & Production pilot facilities.  
Registration Document 2010. TOTAL  
59  
Management Report  
3
Research & Development  
3.3. Refining & Marketing  
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’s needs,  
such as higher-performance and energy-saving fuels, additives  
and lubricants.  
products (fuels, heating fuels, lubricants, etc.) that are adapted to  
new engines and are more environmentally friendly as well as  
technologies to measure and reduce industrial emissions.  
Several R&D projects in the field of second-generation biofuel  
production are ongoing as part of partnerships with academic,  
industrial and economic players in order to develop enzymatic  
and thermo-chemical conversion of biomass.  
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  
3.4. Petrochemicals  
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 efforts also involve research on catalysts and processes  
and includes new pilot programs for development. For instance,  
the pilot program to convert methanol into olefins combined with  
an existing polymerization pilot, which is an industrial world first,  
resulted in validating the process at the Feluy site in Belgium.  
The optimization and development of this combination of processes  
will continue in 2011.  
The development of new grades of polymers is also a significant  
R&D activity. For instance, as part of a joint venture with  
the Galactic company, the Group enhanced the thermal and  
mechanical quality of polymers from renewable sources such as  
PolyLactic acid (PLA).  
3.5. Specialty Chemicals  
In Specialty chemicals, R&D has strategic importance for the  
specialty chemicals. It is closely linked to the needs of subsidiaries.  
Innovation at Hutchinson is focused on the development of  
thermoplastic elastomers, clean production technologies  
and energy-efficient systems for large industrial clients, in particular  
for tomorrow’s vehicles.  
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 half of Atotech’s R&D projects are intended  
to develop cleaner technologies and create conditions for  
the sustainable development of these industries.  
Bostik and Cray Valley-Sartomer are seeking to develop products  
(glues and resins) that are adapted to new markets, including that  
of houses energy efficiency, and offer new features stemming from  
clean production technologies, including biomass resources.  
3.6. Environment  
Environmental issues are important throughout the Group and are  
taken into account in all R&D projects. Environmental challenges  
include:  
sites or projects, notably by reducing the use of water from  
natural continental environments and by lowering emissions  
in compliance with the regulation in force;  
detection and reduction of emissions into the air and simulation  
of their dissemination;  
– changes in the Group’s different products and management  
of their life cycle, in compliance with the REACH Directive; and  
prevention of soil and water contamination by focusing R&D  
activity on the most significant environmental risks at the Group’s  
– reduction of greenhouse gases through the improvement  
of energy efficiency and carbon capture and storage.  
3.7. R&D organization  
The Group intends to increase R&D in all of its business units  
through cross-functional themes and technologies. Attention is paid  
to synergies of R&D efforts between business units.  
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 innovative small businesses  
are part of the Group’s approach.  
The Group has twenty-two R&D sites worldwide and has  
developed approximately 600 partnerships with other industrial  
groups and 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  
Each business unit is developing an active intellectual property activity,  
aimed at protecting its innovations, allowing its activity to develop  
without constraints as well as facilitating its partnerships. In 2010,  
more than 250 new patent applications were issued by the Group.  
60  
TOTAL. Registration Document 2010  
Management Report  
Trends and outlook  
3
4. Trends and outlook  
4.1. Outlook  
In 2011, TOTAL will consolidate its drivers for growth and enhance  
the priority given to safety, reliability and acceptability of  
its operations.  
The Group will also carry on the study of a number of projects that  
are under preparation in Russia, Australia, Canada and China.  
Commencement of construction over the course of the next couple  
of years, subject to final investment decisions, will contribute to  
increasing visibility on the middle-term growth. With an exploration  
budget increasing to $2.1 billion dollars, the Group will also  
implement a bolder and more diversified approach to make greater  
discoveries in the years to come.  
Budgeted capital expenditures of the business segments for 2011  
is $20 billion. In addition, TOTAL intends to continue to acquire  
targeted assets and dispose of non strategic assets.  
Capital expenditures will mostly be focused on the Upstream  
segment with an allocation of $16 billion. 35% of the investments  
in the Upstream should be dedicated to producing assets while  
In the Downstream and Chemicals segment, TOTAL will strive to  
improve competitiveness by continuing to adapt its assets portfolio  
in Europe, starting up new units at the Port Arthur refinery in  
the United States and developing positions in growth markets.  
65% should be assigned to develop new projects. In the  
Downstream and Chemicals segments, capital expenditures will  
amount to nearly $4 billion in 2011, in particular dedicated to  
upgrading the Normandy refinery and petrochemical plant and  
building the Jubail refinery in Saudi Arabia. Besides, major  
turnarounds of Group refineries should increase compared with the  
lower number recorded in 2010.  
With a sound balance sheet at year-end 2010 and increased  
leeway in an environment marked with crude oil prices over $80/b,  
TOTAL will continue to develop its various projects in 2011 through  
an ambitious investment program while sticking to a targeted  
gearing between 25% and 30% and a dividend policy with an  
average pay-out ratio of 50%. The Group also confirmed its  
intention to divest its stake in Sanofi-Aventis by 2012, which  
represented 5.5% of the outstanding share capital as of  
The Group also confirms its commitment with respect to R&D with  
a budget increasing to nearly $1 billion in 2011.  
In the Upstream segment, TOTAL will start-up a new wave of major  
projects starting in mid-2011 with, in particular, the start-up of  
Pazflor in Angola scheduled in the fourth quarter of the year.  
December 31, 2010, for an estimated market value of $4.6 billion.  
4.2. Risks and uncertainties  
Due to the nature of its business, the Company is subject to market  
risks (in both the oil and financial markets), industrial and  
management, which also oversees the centralization of liquidity  
positions and the management of financial instruments.  
environmental risks related to its operations, and to geopolitical  
risks stemming from the global presence of most of its activities.  
Detailed information is given in the Risk Factors section (Chapter 4), of  
this Registration Document, which also includes information referred  
to in Article L. 225-102-1 of the French Commercial Code related to  
TOTAL S.A.’s Corporate Social Responsibility report (Chapter 11,  
Appendix 3, TOTAL S.A., Social and environmental information).  
In addition, risks related to cash management activities and  
to interest rate and foreign exchange rate financial instruments are  
managed according to strict rules set by the Company’s  
4
.3. 2011 sensitivities to market environment(a)  
Market  
environment  
Scenario  
Change  
Estimated impact  
on adjusted  
Estimated impact  
on adjusted  
operating income  
net operating income  
-$  
1,30 $/€  
80 $/b  
30 $/t  
+0.10 $/€  
+1 $/b  
-1.6 B€  
+0.27 B/0.35 B$  
+0.07 B/0.09 B$  
-0.8 B€  
+0.13 B/+0.17 B$  
+0.05 B/0.07 B$  
Brent  
European refining margins (ERMI)  
+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.  
Registration Document 2010. TOTAL  
61  
62  
TOTAL. Registration Document 2010  
Risk factors  
4
Risk factors  
1.  
Market risks  
64  
1
1
1
1
1
1
1
1
1
1
1
.1.  
.2.  
.3.  
.4.  
.5.  
.6.  
.7.  
.8.  
.9.  
Sensitivity to market environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64  
Oil and gas market related risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64  
Financial markets related risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65  
Counterparty risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66  
Currency exposure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66  
Short-term interest rate exposure and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66  
Interest rate risk on non-current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66  
Sensitivity analysis on interest rate and foreign exchange risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67  
Stock market risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68  
.10. Liquidity risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69  
.11. Credit risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70  
2.  
Industrial and environmental risks  
72  
2.1.  
2.2.  
2.3.  
2.4.  
Types of risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72  
Risk evaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72  
Risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73  
Asbestos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74  
3.  
Other risks  
74  
3.1.  
3.2.  
3.3.  
3.4.  
3.5.  
3.6.  
3.7.  
3.8.  
Risks related to oil and gas exploration and production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74  
Risks related to economic or political factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75  
Legal aspects of exploration and production activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75  
Legal aspects of the Group’s other businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76  
Activities in Cuba, Iran, Sudan and Syria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76  
Nigeria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .78  
Risks related to competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79  
Legal and arbitration proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79  
4.  
Insurance and risk management  
79  
4.1.  
4.2.  
4.3.  
Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79  
Risk and insurance management policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79  
Insurance policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80  
Registration Document 2010. TOTAL  
63  
Risk factors  
4
Market risks  
1. Market risks  
Market risks are detailed in Note 31 to the consolidated financial statements.  
1.1. Sensitivity to market environment  
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.  
products adjust to reflect these changes. The Group estimates  
that an increase or decrease in European refining margins (ERMI)  
of $1.00 per ton would increase or decrease annual adjusted net  
(1)  
operating income by approximately 0.05 billion ($0.07 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 2011, according to the scenarios  
retained, the Group estimates that an increase or decrease of  
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 per euro would respectively improve or reduce annual  
adjusted net operating income, expressed in euro, by  
approximately 0.8 billion.  
$1.00 per barrel in the price of Brent crude would respectively  
increase or decrease annual adjusted net operating income  
The Group’s results, particularly in the Chemicals segment, also  
depend on the overall economic environment.  
(1)  
by approximately 0.13 billion ($0.17 billion ). The impact of  
changes in crude oil prices on Downstream and Base Chemicals  
operations depends upon the speed at which the prices of finished  
2
011 Sensitivities(a)  
Scenario  
Change  
Estimated impact  
on adjusted  
operating income  
Estimated impact  
on adjusted net  
operating income  
-$  
1.30 $/€  
80 $/b  
30 $/t  
+0.10 $/€  
+1 $/b  
-1.6 B€  
+0.27 B/0.35 B$  
+0.07 B/0.09 B$  
-0.8 B€  
+0.13 B/0.17 B$  
+0.05 B/0.07 B$  
Brent  
European refining margins (ERMI)  
+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.  
1.2. Oil and gas market related risks  
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.  
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 business. Options are systematically reevaluated  
using appropriate models.  
In its international oil trading business, the Group generally follows  
a policy of not selling its future production. However, in connection  
with these trading activities, 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, power and coal. The Group also uses freight rate derivative  
contracts in its shipping activities 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.  
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.  
(1) Calculated with a base case exchange rate of $1.30 per 1.00.  
64  
TOTAL. Registration Document 2010  
Risk factors  
Market risks  
4
Trading & Shipping: value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High  
23.1  
Low  
3.4  
Average  
8.9  
Year end  
3.8  
2010  
2
2
009  
008  
18.8  
13.5  
5.8  
2.8  
10.2  
6.9  
7.6  
11.8  
As part of its gas, power and coal 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 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 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.  
Trading of Gas & Power: value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High  
13.9  
Low  
2.7  
Average  
6.8  
Year end  
10.0  
2010  
2
2
009  
008  
9.8  
16.3  
1.9  
1.3  
5.0  
5.0  
4.8  
1.4  
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.  
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.  
Limits on trading positions are approved by the Group’s Executive  
Committee and are monitored daily. To increase flexibility and  
1.3. 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 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.  
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.  
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  
The Cash Monitoring-Management Unit within the Treasury  
Department monitors limits and positions per bank on a daily basis  
and reports results. This team also prepares marked-to-market  
valuations and, when necessary, performs sensitivity analysis.  
Registration Document 2010. TOTAL  
65  
Risk factors  
4
Market risks  
1.4. 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 the market capitalization 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).  
An authorized aggregate limit is defined for each bank and divided  
among the subsidiaries and the Group treasury unit based on  
needs for financial activities.  
To reduce the market values risk on its commitments, in particular  
for swaps linked to bond issuances, the Treasury Department also  
developed a system of margin call that is implemented with  
significant counterparties.  
1.5. 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).  
The non-current debt described in Note 20 to the Consolidated  
Financial Statements is generally raised by the Treasury Department  
either directly in dollars or euros, or in other currencies which are  
then exchanged for dollars or euros through swaps 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.  
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.  
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.  
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.  
1.6. 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 adequate level of liquidity,  
optimize revenue from investments considering 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.  
1.7. Interest rate risk on non-current debt  
The Group’s policy for long-term debt is to borrow primarily at  
variable rates, or at a fixed rate depending on the level of interest  
rates at the time, in dollars or in euros based on the Group’s  
general 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.  
66  
TOTAL. Registration Document 2010  
Risk factors  
Market risks  
4
1.8. 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, 2010, 2009 and 2008.  
Assets/(Liabilities)  
M)  
Change in fair value  
due to a change  
in interest rate by:  
(
Carrying  
amount  
Estimated  
fair value  
+10 basis  
-10 basis  
points  
points  
As of December 31, 2010  
Bonds (non-current portion, before swaps)  
Issue swaps and swaps hedging bonds (liabilities)  
Issue swaps and swaps hedging bonds (assets)  
Total issue swaps and swaps hedging bonds (assets and liabilities)  
Current portion of non-current debt after swap  
(20,019)  
(178)  
1,870  
1,692  
(20,408)  
(178)  
1,870  
1,692  
86  
-
-
(84)  
-
-
(59)  
59  
(
excluding capital lease obligations)  
3,483  
(2)  
(101)  
3,483  
(2)  
(101)  
4
3
-
(4)  
(3)  
-
Other interest rates swaps  
Currency swaps and forward exchange contracts  
As of December 31, 2009  
Bonds (non-current portion, before swaps)  
Issue swaps and swaps hedging bonds (liabilities)  
Issue swaps and swaps hedging bonds (assets)  
Total issue swaps and swaps hedging bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease obligations)  
Other interest rates swaps  
(18,368)  
(241)  
1,025  
784  
(2,111)  
(1)  
(18,836)  
(241)  
1,025  
784  
(2,111)  
(1)  
75  
-
-
(57)  
3
1
(75)  
-
-
57  
(3)  
(1)  
-
Currency swaps and forward exchange contracts  
As of December 31, 2008  
34  
34  
-
Bonds (non-current portion, before swaps)  
Issue swaps and swaps hedging bonds (liabilities)  
Issue swaps and swaps hedging bonds (assets)  
Total issue swaps and swaps hedging bonds (assets and liabilities)  
Current portion of non-current debt after swap  
(14,119)  
(440)  
892  
(14,119)  
(440)  
892  
47  
-
-
(43)  
-
-
452  
452  
(44)  
44  
(
excluding capital lease obligations)  
(2,025)  
(4)  
(2,025)  
(4)  
3
1
-
(3)  
(1)  
-
Other interest rates swaps  
Currency swaps and forward exchange contracts  
(56)  
(56)  
The impact of changes in interest rates on the cost of net debt before taxes is presented in the table below:  
For the year ended  
(M)  
2010  
2009  
2008  
Cost of net debt  
(334)  
(398)  
(527)  
Interest rate translation of:  
+
-
+
-
10 basis points  
10 basis points  
100 basis points  
100 basis points  
(11)  
11  
(107)  
107  
(11)  
11  
(108)  
108  
(11)  
11  
(113)  
113  
Registration Document 2010. TOTAL  
67  
Risk factors  
4
Market risks  
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 accounting 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 evolution of dollar and pound sterling  
and is set forth in the table below:  
Euro/Dollar  
exchange rate  
Euro/Pound sterling  
exchange rate  
December 31, 2010  
1.34  
0.86  
December 31, 2009  
December 31, 2008  
1.44  
1.39  
0.89  
0.95  
As of December 31, 2010  
Total  
Euro  
Dollar  
Pound  
sterling  
Other currencies  
and equity affiliates(a)  
(M)  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
62,909  
32,894  
22,242  
4,997  
2,776  
before net investment hedge  
(2,501)  
6
-
-
(1,237)  
6
(1,274)  
-
10  
-
Net investment hedge - open instruments  
Shareholders’ equity at exchange rate  
as of December 31, 2010  
60,414  
32,894  
21,011  
3,723  
2,786  
As of December 31, 2009  
Total  
Euro  
Dollar  
Pound  
Other currencies  
(M)  
sterling  
and equity affiliates  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
57,621  
27,717  
18,671  
5,201  
6,032  
before net investment hedge  
(5,074)  
5
-
-
(3,027)  
6
(1,465)  
(1)  
(582)  
-
Net investment hedge - open instruments  
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  
Total  
Euro  
Dollar  
Pound  
Other currencies  
(M)  
sterling  
and equity affiliates  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
53,868  
25,084  
15,429  
5,587  
7,768  
before net investment hedge  
(4,876)  
-
-
-
(2,191)  
-
(1,769)  
-
(916)  
-
Net investment hedge - open instruments  
Shareholders’ equity at exchange rate  
as of December 31, 2008  
48,992  
25,084  
13,238  
3,818  
6,852  
(
a) The decrease in the heading “Other currencies and equity affiliates” is mainly explained by the change in the consolidation method of Sanofi-Aventis (see Note 3 to the Consolidated  
Financial Statements). The contribution to the shareholders’ equity of this investment is now reclassified into the heading for the Eurozone.  
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 fluctuation of the dollar (equal to zero  
in 2010, loss of 32 million in 2009, gain of 112 million in 2008).  
1.9. 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 stock market trends, valuation of the sectors in which  
the companies operate, and the economic and financial condition of each individual company.  
68  
TOTAL. Registration Document 2010  
Risk factors  
Market risks  
4
1.10. Liquidity risk  
TOTAL S.A. has confirmed credit facilities granted by international  
banks, that allow the company to maintain a significant level of liquidity.  
or to the occurrence of events that could have a material adverse  
impact on its financial position. As of December 31, 2010, the  
aggregate amount of the principal confirmed lines of credit granted  
by international banks to Group companies, including TOTAL S.A.,  
was $10,395 million, of which $10,383 million was 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.  
As of December 31, 2010, these lines of credit amounted to  
$9,592 million, of which $9,581 million were unused. 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  
(for detailed information about this rating, please refer to Chapter 6),  
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2010, 2009 and 2008  
see Note 20 to the Consolidated Financial Statements).  
(
As of December 31, 2010  
Asset/(Liabilities)  
Less than  
one year 1 year and 2 years and  
Between  
Between  
Between  
3 years  
Between  
4 years  
More than  
5 years  
Total  
(M)  
2 years  
3 years and 4 years and 5 years  
Non-current financial debt  
notional value excluding interests)  
(
(3,355)  
(3,544)  
(2,218)  
(3,404)  
(6,392)  
(18,913)  
Current financial debt  
Other current financial liabilities  
Current financial assets  
(9,653)  
(159)  
1,205  
14,489  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(9,653)  
(159)  
1,205  
14,489  
Cash and cash equivalents  
Cumulative net amount  
before financial expense  
5,882  
(3,355)  
(3,544)  
(2,218)  
(3,404)  
(6,392)  
(13,031)  
Financial expense on non-current financial debt (843)  
(729)  
334  
(605)  
153  
(450)  
33  
(358)  
2
(1,195)  
(78)  
(4,180)  
905  
Interest differential on swaps  
461  
Net amount  
5,500  
(3,750)  
(3,996)  
(2,635)  
(3,760)  
(7,665)  
(16,306)  
As of December 31, 2009  
Asset/(Liabilities)  
Less than  
one year 1 year and 2 years and  
Between  
Between  
Between  
3 years  
Between  
4 years  
More than  
5 years  
Total  
(M)  
2 years  
3 years and 4 years and 5 years  
Non-current financial debt  
notional value excluding interests)  
(
(3,658)  
(3,277)  
(3,545)  
(2,109)  
(5,823)  
(18,412)  
Current financial debt  
Other current financial liabilities  
Current financial assets  
(6,994)  
(123)  
311  
11,662  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(6,994)  
(123)  
311  
11,662  
Cash and cash equivalents  
Cumulative net amount  
before financial expense  
4,856  
(3,658)  
(3,277)  
(3,545)  
(2,109)  
(5,823)  
(13,556)  
Financial expense on non-current financial debt (768)  
(697)  
233  
(561)  
100  
(448)  
25  
(301)  
(16)  
(1,112)  
(55)  
(3,887)  
734  
Interest differential on swaps  
447  
Net amount  
4,535  
(4,122)  
(3,738)  
(3,968)  
(2,426)  
(6,990)  
(16,709)  
As of December 31, 2008  
Asset/(Liabilities)  
Less than  
one year 1 year and 2 years and  
Between  
Between  
Between  
3 years  
Between  
4 years  
More than  
5 years  
Total  
(M)  
2 years  
3 years and 4 years and 5 years  
Non-current financial debt  
notional value excluding interests)  
(
(2,992)  
(3,658)  
(3,324)  
(3,232)  
(2,093)  
(15,299)  
Current financial debt  
Other current financial liabilities  
Current financial assets  
(7,722)  
(158)  
187  
12,321  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7,722)  
(158)  
187  
12,321  
Cash and cash equivalents  
Cumulative net amount  
before financial expense  
4,628  
(2,992)  
(3,658)  
(3,324)  
(3,232)  
(2,093)  
(10,671)  
Financial expense on non-current financial debt  
Interest differential on swaps  
(554)  
118  
(512)  
211  
(431)  
100  
(299)  
62  
(189)  
37  
(174)  
(7)  
(2,159)  
521  
Net amount  
4,192  
(3,293)  
(3,989)  
(3,561)  
(3,384)  
(2,274)  
(12,309)  
Registration Document 2010. TOTAL  
69  
Risk factors  
4
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 set forth the financial assets and liabilities  
of the Group’s operating activities as of December 31, 2010, 2009  
and 2008 (see Note 28 to the Consolidated Financial Statements).  
As of December 31,  
(M)  
Assets/(Liabilities)  
2010  
2009  
2008  
Accounts payable  
Other operating liabilities  
including financial instruments related to commodity contracts  
Debtors and other debtors  
Other operating receivables  
(18,450)  
(3,574)  
(559)  
18,159  
4,407  
499  
(15,383)  
(4,706)  
(923)  
15,719  
5,145  
(14,815)  
(4,297)  
(1,033)  
15,287  
6,208  
including financial instruments related to commodity contracts  
1,029  
1,664  
Total  
542  
775  
2,383  
These financial assets and liabilities mainly have a maturity date below one year.  
1.11. Credit risk  
Credit risk is defined as the risk of the counterparty to a contract  
failing to perform or pay the amounts due.  
including energy derivative instruments that have a positive  
market value.  
The Group is exposed to credit risks in its operating and financing  
operations. The Group’s maximum exposure to credit risk is  
partially related to financial assets recorded on its balance sheet,  
The following table presents the Group’s maximum credit risk  
exposure:  
As of December 31,  
(M)  
Assets/(Liabilities)  
2010  
2009  
2008  
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)  
2,383  
1,596  
1,870  
18,159  
4,407  
1,205  
14,489  
2,367  
1,284  
1,025  
15,719  
5,145  
311  
2,005  
1,403  
892  
15,287  
6,208  
187  
Cash and cash equivalents (Note 27)  
11,662  
12,321  
Total  
44,109  
37,513  
38,303  
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.  
Upstream Segment  
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.  
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, 2010, the net  
amount received as part of these margin calls was 1,560 million  
(compared to 693 million as of December 31, 2009).  
Credit risk is managed by the Group’s business segments  
as follows:  
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.  
70  
TOTAL. Registration Document 2010  
Risk factors  
Market risks  
4
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.  
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.  
Gas & Power  
The Gas & Power division deals with counterparties in the  
energy, industrial and financial sectors throughout the world.  
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.  
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.  
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.  
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 formal margining agreements wherever  
possible.  
Credit exposure, which is essentially an economic exposure or  
an expected future physical exposure, is permanently monitored  
and subject to sensitivity measures.  
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:  
Credit risk is mitigated by the systematic use of industry standard  
contractual frameworks that permit netting, enable to require  
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.  
implementation of credit limits with different authorization  
procedures for possible credit overruns;  
Downstream Segment  
use of insurance policies or specific guarantees (letters of credit);  
Refining & Marketing  
regular monitoring and assessment of overdue accounts  
(aging balance), including collection procedures; and  
Internal procedures for the Refining & Marketing division include  
rules on credit risk that describe the basis of internal control  
in this field, 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.).  
provisioning of bad debts on a customer-by-customer basis,  
according to payment delays and local payment practices  
(the provision can also be calculated based on statistics).  
Each entity also implements monitoring of its outstanding  
receivables. Risks related to credit may be mitigated or limited  
by requiring security or guarantees.  
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.  
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.  
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.  
Registration Document 2010. TOTAL  
71  
Risk factors  
4
Industrial and environmental risks  
2. Industrial and environmental risks  
2.1. Types of risks  
TOTAL’s activities involve certain industrial and environmental risks  
which are inherent in the production of products that are  
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 pollution, fire or explosion. All these events could possibly cause  
injury or even death, cause environmental damage, damage  
or even destroy crude oil or natural gas wells as well as related  
equipment and other property, lead to a disruption of activity.  
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.  
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  
(“OSHA”) Process Safety Management of Highly Hazardous  
Materials, as well as other OSHA regulations.  
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 chemicals and specialty products,  
involve a wide range of operational risks. Among these risks are  
those of explosion, fire, leakage of toxic products, and pollution.  
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 (quality of  
infrastructure, population density, environmental considerations).  
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,  
as well as raw materials used in the manufacturing process, such  
as catalysts, additives and monomer feedstock. These risks can  
arise from the intrinsic characteristics of the products involved  
(flammability, toxicity, or long-term environmental impacts such as  
greenhouse gas emissions), their use (including by customers),  
emissions and discharges resulting from their manufacturing  
process, and from recycling or disposing of materials and wastes  
at the end of their useful life.  
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.  
2.2. 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.  
Following the blow-out on the Macondo well in the Gulf of Mexico,  
TOTAL created three Task Forces in order to analyze risks and make  
recommendations. In Exploration & Production, Task Force No. 1 is  
responsible for reviewing the safety aspects of deep offshore drilling  
operations (architecture of wells, design of blow-out preventers,  
training of personnel based on lessons learned from the serious  
accidents that occurred recently in the industry). The two other Task  
Forces are described in the “Risk management” section hereafter.  
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 shared risk  
management approach, which is being implemented progressively  
throughout the sites it operates. On the basis of these analyses,  
relevant sites have drafted safety management plans and emergency  
plans in the event of accidents. For example, regarding its  
Similarly, environmental impact studies are carried out prior to any  
industrial development through an 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.  
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 studies  
provided to the authorities.  
petrochemical business in the United States, TOTAL is implementing  
a Process Safety Management Improvement Plan (PSMIP).  
In France, all the sites that meet the criteria of the European Union  
Seveso II directive are contributing to drafting 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 criteria of the Seveso II directive. French  
administrative authorities are preparing such plans while taking into  
account input from site operators and neighboring residents.  
For new substances, 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.  
TOTAL’s entities actively monitor regulatory developments to comply  
with local and international rules and standards for the evaluation and  
72  
TOTAL. Registration Document 2010  
Risk factors  
Industrial and environmental risks  
4
management of industrial and environmental risks. In case of  
operations being stopped, the Group’s environmental contingencies  
and asset retirement obligations are addressed in “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.  
2.3. Risk management  
Risk management measures involve the design of equipment and  
structures to be built, the reinforcement of safety devices, and the  
protection against the consequences of environmental events.  
– Task Force No. 3 relates to plans to fight accidental spills in order  
to strengthen the Group’s ability to respond to a major accidental  
pollution, such as a blow out or a total loss of containment from  
an FPSO (Floating Production, Storage and Offloading facility).  
Although the current response to accidental oil spills implemented  
in the industry proves to be efficient globally, TOTAL pays special  
attention to technical changes including those related to sub-sea  
dispersants that were recently used in the Gulf of Mexico.  
The Group is jointly reviewing these issues with the OGP and  
the IPIECA (Global oil and gas industry association for  
TOTAL seeks to minimize industrial and environmental risks that  
are 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 certification for  
or assessment of its management systems (including International  
Safety Rating System, ISO 14001, European Management and  
Audit Scheme) and conducts detailed inspections and audits, trains  
appropriate personnel, heightens awareness of all the parties  
involved and implements an active investment policy.  
environmental and social issues).  
TOTAL has response plans and procedures in place to deal with the  
environmental impact that would occur in the event of an oil spill or  
leak from its offshore operations. These response plans and  
procedures are specific to each of TOTAL’s affiliates, and are  
consistent with a global plan at the Group level. In order to minimize  
the risk and extent of environmental impact in the event of an oil spill  
or leak, TOTAL periodically reviews and regularly tests these  
emergency plans and procedures.  
More specifically, following up on the Group’s 2002-2005 and  
2006-2009 plans, an action plan was defined by the Group for  
the 2010-2013 period that focuses on two initiatives for  
improvement: reducing the frequency and severity of work-related  
accidents, and strengthening the management of technological  
risks. The results related to reducing on-the-job accidents are in line  
with goals, with a significant decrease in the rate of accidents (with  
or without time-loss) per million hours worked by nearly 80%  
between the end of 2001 and the end of 2010. 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 equipment.  
Each affiliate or operational site of TOTAL is required to have  
in place an emergency response plan taking into account its specific  
activities (e.g., drilling, production, transport) and risks. Moreover,  
whenever an affiliate’s activities expose it to the risk of an oil spill,  
it has one or more oil spill contingency plan(s) and blowout  
contingency plan(s) to address any uncontrolled release.  
Several environmental action plans have been implemented for  
different activities of the Group. These plans are designed to  
improve environmental performance, particularly regarding the use  
of natural resources, air and water pollution, waste production and  
treatment, and pollution and site decontamination. They also include  
quantified objectives to reduce, most notably, greenhouse gas  
emissions, water pollution as well as sulphur dioxide emissions and  
to improve energy efficiency.  
These specific response plans take into account the organization  
adopted at all levels (site, affiliate, division and Group level) for  
managing any emergency or crisis situation. They are generally  
designed to cover, among others, the following matters:  
listing all pertinent data and characteristics that may be useful  
in appraising the context (local, geographical, environmental,  
geological, etc., as the case may be);  
As part of its efforts to combat climate change and reduce  
conducting risk analysis to identify the parameters, methods and  
tools necessary for evaluating the situation and its probable  
development, together with a definition of the appropriate  
measures or solutions;  
greenhouse gas emissions, the Group committed to reducing gas  
flaring at its Exploration & Production sites. The Group intends to  
reduce gas flared by 50% by 2014 compared to 2005. 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. At year-end 2010, 92% of  
such sites are ISO 14001-certified. A total of more than 280 of the  
Group’s sites worldwide are certified. These activities are monitored  
through periodic and coordinated reporting by the Group’s entities.  
– detailing the actions to be taken in response to the relevant  
situation(s), emphasizing the initial emergency actions;  
stipulating the interfaces and liaisons required for the specific  
situation(s) under consideration; and  
identifying the emergency/backup means and resources  
potentially necessary, and how they are to be mobilized.  
In addition to Task Force No.1 created following the blow-out on  
the Macondo well in the Gulf of Mexico that is described above,  
TOTAL has set two other internal Task Forces:  
At the Group level, TOTAL has set up the alert scheme PARAPOL  
(
Plan to mobilize Resources Against Pollution) to facilitate crisis  
Task Force No. 2, coordinated with the Global Industry Response  
Group (GIRG) created by the OGP (International Association of Oil  
and Gas Producers) is responsible for studying deep-offshore oil  
capture and containment operations in case a pollution event  
occurs in deep waters. The Group is also a member of the  
Coordination Group and other GIRG working groups that pay  
special attention to prevention and procedures for and time  
of response.  
management and assist with mobilizing resources in case of  
pollution. PARAPOL is made available to TOTAL’s affiliates and its  
main aim is to facilitate access to both internal and external  
response resources in the event of a pollution of marine,  
coastal or inland waters, without geographical restriction.  
The PARAPOL Procedure describes the organization of the  
emergency response team’s efforts, which is led by a PARAPOL  
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Other risks  
Coordinator who manages or monitors the incident in order to  
access additional resources, both in terms of equipment and  
response experts. PARAPOL allows the mobilization of Group  
experts previously cleared to provide specific assistance to  
emergency response teams.  
More detailed information on TOTAL’s initiatives in the fields of safety  
and protection of the environment is provided in the Environment  
and Society Report published every year by the Group since 2003.  
The Group believes that it is impossible to guarantee that the  
contingencies or liabilities related to the above mentioned health,  
safety and environmental concerns will not have a material impact  
on its business, assets and liabilities, consolidated financial situation,  
cash flow or income in the future.  
Furthermore, TOTAL and its affiliates are currently registered with  
certain external oil spill cooperatives able to provide expertise,  
resources and equipment in all geographic areas where TOTAL  
conducts its activities, including in particular: Oil Spill Response,  
CEDRE, and Clean Caribbean and Americas.  
2.4. Asbestos  
Like many other industrial groups, TOTAL is affected by reports  
of occupational diseases caused by asbestos exposure.  
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  
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  
December 31, 2010, 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.  
3
. Other risks  
3.1. Risks related to oil and gas exploration and 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  
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.  
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.  
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.  
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  
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4
3.2. 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:  
Substantial portions of TOTAL’s oil and gas reserves are located  
in certain countries that may be considered as politically and  
economically unstable. These reserves and the related operations  
are subject to certain additional risks, including:  
the award of exploration and production interests;  
the establishment of production and export quotas;  
authorizations by governments or by a state-controlled partner,  
especially for development projects, annual programs or the  
selection of contractors or suppliers;  
– the compulsory renegotiation of contracts;  
the expropriation or nationalization of assets;  
the imposition of specific drilling obligations;  
environmental protection controls;  
risks relating to changes of local governments or resulting  
changes in business customs and practices;  
control over the development and abandonment of a field  
causing restrictions on production;  
– payment delays;  
currency exchange restrictions;  
calculating the costs that may be recovered from the relevant  
authority and what expenditures are deductible from taxes;  
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  
cases of expropriation or reconsideration of contractual rights; and  
cases of nationalization.  
– losses and decreased activity due to armed conflicts, civil unrest  
or the actions of terrorist groups.  
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.  
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.  
3.3. 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.  
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.  
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.  
In some countries, TOTAL has also signed contracts called “risked  
service contracts” which are similar to production sharing  
contracts. However, the profit oil is replaced by risked monetary  
remuneration, agreed by contract, which depends notably on the  
field performance. Thus, the remuneration under the Iraqi contract  
is based on an amount calculated per barrel produced.  
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.  
Hydrocarbon exploration and production activities are subject  
to public authorities (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.  
TOTAL is required to pay taxes on income generated from its oil  
and gas production and sales activities under its concessions,  
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Other risks  
production sharing contracts and risked service contracts, as  
provided for by local regulations. 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.  
3.4. Legal aspects of the Group’s other businesses  
The Group’s other businesses (Gas & Power, Downstream and  
Chemicals) are also subject to a wide range of regulations.  
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 in particular fields, for  
example protecting water, health and nature.  
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  
Irrespective of the particular country in which the Group is  
operating, TOTAL has developed standards based on best  
practices existing in countries with more developed regulation  
and progressively implements policies to improve these standards.  
(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.  
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.  
3.5. 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.  
indirectly from certain enumerated legislation, including 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 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 2010,  
TOTAL’s production in Iran represented less than 0.1% of the  
Group’s worldwide production.  
3.5.1. 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 Sanctions 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”).  
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 $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.  
ISA was amended in July 2010 by the Comprehensive  
Iran Sanctions, Accountability and Divestment Act of 2010  
(“CISADA”), which expanded the scope of ISA and restricted  
the President’s ability to grant waivers. In addition to sanctionable  
investments in Iran’s petroleum sector, parties may now be  
sanctioned for any transaction exceeding $1 million or series  
of transactions exceeding $5 million in any 12-month period  
for knowingly providing to Iran refined petroleum products,  
and for knowingly providing to Iran goods, services, technology,  
information or support that could directly and significantly  
either (i) facilitate the maintenance or expansion of Iran’s  
domestic production of refined petroleum products, or (ii)  
contribute to the enhancement of Iran’s ability to import refined  
petroleum products. The sanctions to be imposed against  
violating firms 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  
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  
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TOTAL. Registration Document 2010  
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4
of the sanctioned company, and require blocking of any property  
of the sanctioned company that is subject to the jurisdiction  
of the United States. Investments in the petroleum sector  
commenced prior to the adoption of CISADA appear to remain  
subject to the pre-amended version of ISA. The new sanctions  
added by CISADA would be available with respect to new  
investments in the petroleum sector or any other sanctionable  
activity occurring on or after July 1, 2010. Prior to CISADA’s  
enactment, TOTAL discontinued now-prohibited sales of refined  
products to Iran.  
– In addition, many U.S. states have adopted legislation requiring  
state pension funds to divest themselves of securities in any  
company with active business operations in Iran or Sudan. State  
insurance regulators have adopted similar initiatives relating to  
investments by insurance companies in companies doing  
business with the Iranian oil and gas, nuclear, and 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. CISADA  
and the Sudan Accountability and Divestment Act, which was  
adopted by the U.S. Congress on December 31, 2007, support  
these state legislative initiatives. If TOTAL’s operations in Iran or  
Sudan were determined to fall within the prohibited scope of  
these laws, and TOTAL were not to qualify for any available  
exemptions, certain U.S. institutions holding interests in TOTAL  
may be required to sell their securities. If significant, sale of  
securities resulting from such laws and/or regulatory initiatives  
could have an adverse effect on the prices of TOTAL’s securities.  
On September 30, 2010, the U.S. State Department announced  
that the U.S. government, pursuant to the “Special Rule”  
provision of ISA added by CISADA that allows it to avoid making  
a determination of sanctionability under ISA with respect to any  
party that provides certain assurances, would not make such a  
determination with respect to TOTAL. The U.S. State Department  
further indicated at that time that, as long as TOTAL acts in  
accordance with its commitments, TOTAL will not be regarded  
as a company of concern for its past Iran-related activities.  
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. In July and October 2010, the European  
Union adopted new restrictive measures regarding Iran (the “EU  
Measures”). Among other things, the supply of key equipment  
and technology in the following sectors of the oil and gas industry  
in Iran are prohibited: refining, liquefied natural gas, exploration  
and production. The prohibition extends to technical assistance,  
training and financial assistance in connection with such items.  
Extension of loans or credit to, acquisition of shares in, entry into  
joint ventures with or other participation in enterprises in Iran (or  
Iranian-owned enterprises outside of Iran) engaged in any of the  
targeted sectors also is prohibited. Moreover, with respect to  
restrictions on transfers of funds and on financial services, any  
transfer of at least 40,000 or equivalent to an Iranian individual  
or entity shall require a prior authorization of the competent  
authorities of the EU Member States.  
3
.5.2. Activities in Cuba, Iran,  
Sudan and Syria  
Provided below is certain information on TOTAL’s activities in Cuba,  
Iran, Sudan and Syria.  
Cuba  
In 2010, 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 83 million.  
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.  
TOTAL continues to closely monitor legislative and other  
developments in France, the European Union and the United  
States in order to determine whether its limited activities in Iran  
could subject it to the application of sanctions. However,  
the Group cannot assure that current or future regulations or  
developments regarding Iran will not have a negative impact on  
its business or reputation.  
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. Since August 16, 2010, transactions between Iranian  
entities and non-U.S. financial institutions holding U.S. bank  
accounts in the United States have been subject to OFAC  
restrictions. 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.  
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. A technical services agreement for the Dorood field  
expired in December 2010. 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 2010, TOTAL’s production in Iran, corresponding to such  
payments in kind, was 2 kboe/d. No royalties or fees are paid by  
the Group in connection with these buyback and service contracts.  
In 2010, TOTAL made non-material payments to the Iranian  
administration with respect to certain taxes and social security.  
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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 (16,000 tons) for sale to domestic consumers  
in Iran. In 2010, revenue generated from Beh Total’s activities was  
Syria  
In 2010, 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 10-  
year period, and the Tabiyeh Gas Project risked Service Contract  
34.9 million and cash flow was 5.9 million. Beh Total paid  
800,000 in taxes. TOTAL does not own or operate any refineries or  
(the “Tabiyeh contract”) effective from the end of October 2009.  
chemicals plants in Iran. In 2010, Beh Total paid 5.6 million of  
dividends for fiscal year 2009 (share of TOTAL: 2.8 million).  
TOTAL owns 100% of the rights and obligations under PSA 1988,  
and is operating on various oil fields in the Deir Ez Zor area through  
a dedicated non-profit operating company owned equally by the  
Group and the state-owned Syrian Petroleum Company (“SPC”).  
In 2010, TOTAL’s Trading & Shipping division purchased in Iran  
pursuant to a mix of spot and term contracts approximately forty-  
five million barrels of hydrocarbons from state-controlled entities  
for approximately 2.5 billion.  
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”.  
Sudan  
“Cost oil” represents the reimbursement of operating and capital  
TOTAL holds an interest in Block B in Southern Sudan through  
a 1980 Exploration and Production Sharing Agreement (EPSA).  
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.  
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  
payments made by SPC. TOTAL pays to the state-owned Syrian  
company SCOT a transportation fee equal to $2/b 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 Tabiyeh contract may be considered as an addition to PSA  
1988 as production, costs and revenues for the oil and part of the  
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.  
The EPSA was revised, effective January 1, 2005, 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 made.  
Pursuant to the EPSA in 2010, TOTAL, on behalf of the consortium,  
disbursed nearly $2.2 million as scholarships, social development  
contributions and contributions to the construction of social  
infrastructure, schools and water wells along with non-governmental  
organizations and other stakeholders involved in Southern Sudan.  
In 2010, technical production for PSA 1988 and the Tabiyeh  
contract taken together amounted to 74 kboe/d, of which 39 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.  
As of March 23, 2011, TOTAL remains inactive in Sudan.  
Considering the current situation in Sudan, TOTAL will continue to  
monitor political changes and discuss with all stakeholders that are  
present in the country. If TOTAL were to resume its activities in  
Southern Sudan, it would make sure to do so in strict compliance  
with applicable national, European and international laws and  
regulations, as well as with the Group’s Code of Conduct and  
Ethics Charter. Regarding humanitarian activities, TOTAL has  
entered into agreements with NGOs and provides financial and  
technical support for educational, health and infrastructure projects  
in Southern Sudan.  
In 2010, through its subsidiary Total Middle East based in Dubai,  
TOTAL sold 6,000 tons of lubricants in Syria via a distributor.  
In 2010, TOTAL’s Trading & Shipping division purchased in Syria  
pursuant to a mix of spot and term contracts nearly ten million  
barrels of hydrocarbons from state-controlled entities for  
approximately 580 million.  
3.6. Nigeria  
Improved security conditions in the Niger Delta region resulted in a  
substantial increase in the 2010 production operated by the Shell  
Petroleum Development Company (SPDC) joint venture, in which  
TOTAL owns 10%. However, the sustainability of this improvement  
remains uncertain.  
78  
TOTAL. Registration Document 2010  
Risk factors  
Insurance and risk management  
4
3.7. Risks related to competition  
TOTAL is subject to competition from other oil companies  
in the acquisition of assets and licenses for the exploration and  
production of oil and natural gas as well as for the sale of  
manufactured products based on crude and refined oil. TOTAL’s  
competitors are comprised of national oil companies and  
international oil companies.  
In this regard, the major international oil companies in competition  
with TOTAL are ExxonMobil, Royal Dutch Shell, Chevron and BP.  
As of December 31, 2010, TOTAL ranked fifth among these  
(1)  
companies in terms of market capitalization .  
3.8. Legal and arbitration proceedings  
The principal legal proceedings in which the Group’s companies are  
involved are described in Chapter 7 (Financial information) of this  
Registration Document.  
4
. Insurance and risk management  
4
.1. Organization  
TOTAL has its own insurance and reinsurance company, Omnium  
Insurance and Reinsurance Company (OIRC). OIRC is integrated  
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  
countries where the Group operates.  
additional coverage so as to standardize coverage throughout  
the Group.  
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 permits the Group to better  
manage price variations in the insurance market by taking on a  
greater or lesser amount of risk corresponding to the price trends  
in the insurance market.  
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  
In 2010, the net amount of risk retained by OIRC after reinsurance  
was a maximum of 50 million per third-party liability insurance  
claim and 50 million per property damage and/or business  
interruption insurance claim. Accordingly, in the event of any loss  
giving rise to an insurable claim, the effect on OIRC would be  
limited to its maximum retention of 100 million per event.  
4.2. Risk and insurance management policy  
In this context, the Group risk and insurance management policy is  
to work with the relevant internal department of each subsidiary to:  
– help in implementing measures to limit the probability that a  
catastrophic event occurs and the extent of such events; and  
define scenarios of major disaster risks (estimated maximum loss);  
– manage the level of risk from such events to be either covered  
internally by the Group or to be transferred to the insurance  
market.  
assess the potential financial impact on the Group in case these  
catastrophic events should occur;  
(1) Source: Reuters.  
Registration Document 2010. TOTAL  
79  
Risk factors  
Insurance and risk management  
4
4.3. Insurance policy  
The Group has worldwide third-party liability and property 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).  
and liability, and are borne by the relevant subsidiary. For business  
interruption, coverage begins sixty days after the event giving rise  
to the interruption.  
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.  
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:  
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.  
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. In 2010, the Group’s third-party  
liability insurance for any liability (including potential accidental  
environmental liabilities) was capped at $850 million.  
While TOTAL believes its insurance coverage is in line with industry  
practice and sufficient to cover normal risks in its operations, it is  
not insured against all possible risks. In the event of a major  
environmental disaster, for example, TOTAL’s liability may exceed  
the maximum coverage provided by its third-party liability  
insurance. The loss TOTAL could suffer in the event of such a  
disaster would depend on all the facts and circumstances and  
would be subject to a whole range of uncertainties, including legal  
uncertainty as to the scope of liability for consequential damages,  
which may include economic damage not directly connected to  
the disaster. The Group cannot guarantee that it will not suffer any  
uninsured loss and there can be no assurance, particularly in the  
case of a major environmental disaster or industrial accident, that  
such loss would not have a material adverse effect on the Group.  
Property damage and business interruption: the amounts insured  
vary by sector and by site and are based on the estimated cost  
of and reconstruction under maximum loss scenarios and on  
insurance market conditions. The Group subscribed for business  
interruption coverage in 2010 for its main refining and  
petrochemical sites.  
For example, with respect to the highest estimated risks of the  
Group (floating production, storage and offloading units (FPSO)  
in Angola and the Group’s main European refineries), the Group’s  
share of coverage in 2010 was approximately $1.5 billion.  
Deductibles for property damage and third-party liability fluctuate  
between 0.1 million and 10 million depending on the level of risk  
80  
TOTAL. Registration Document 2010  
Corporate governance  
5
Corporate governance  
1.  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
82  
1
1
1
1
1
1
1
1
1
1
1
1
.1.  
.2.  
.3.  
.4.  
.5.  
.6.  
.7.  
.8.  
.9.  
Composition of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82  
Other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .87  
Corporate Governance Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .87  
Rules of procedure of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .88  
Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90  
Activity of the Board of Directors and its Committees in 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .92  
Board of Directors practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94  
Director independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94  
Internal control and risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94  
.10. Particular conditions regarding participation in Shareholder’s Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .97  
.11. Information mentioned in Article L. 225-100-3 of the French Commercial Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .97  
.12. Policy for determining the compensation and other benefits of the Chairman and of the Chief Executive Officer . . . . . . .97  
2.  
Statutory auditors’ report  
Article L. 225-235 of the French Commercial Code)  
(
98  
99  
3.  
Management  
3.1.  
3.2.  
3.3.  
General Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99  
The Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99  
The Management Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99  
4.  
Statutory auditors  
100  
4.1.  
4.2.  
4.3.  
4.4.  
Statutory auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100  
Alternate auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100  
Auditor’s term of office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100  
Fees received by the statutory auditors (including members of their network) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101  
5.  
Compensation for the administration and management bodies  
101  
5.1.  
5.2.  
5.3.  
5.4.  
5.5.  
5.6.  
5.7.  
5.8.  
Board Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101  
Directors attendance at the Board and Committees meetings in 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102  
Compensation of the Chairman of the Board (until May 21, 2010) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102  
Compensation of the Chairman and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102  
Executive Officers compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103  
Pensions and other commitments (Article L. 225-102-1, paragraph 3, of the French Commercial Code) . . . . . . . . . . . . . .104  
Stock options and restricted share grants policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .106  
Summary table for the Chairman and the Chief Executive Officer  
(AFEP-MEDEF Code for corporate governance of listed companies) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108  
5
5
5
5
.9.  
TOTAL stock option plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .112  
.10. TOTAL stock options as of December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .113  
.11. TOTAL restricted share grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .118  
.12. Restricted share plans as of December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .119  
6.  
Employees, share ownership  
121  
6.1.  
6.2.  
6.3.  
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .121  
Arrangements for involving employees in the Company’s share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .121  
Shares held by Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122  
Registration Document 2010. TOTAL  
81  
Corporate governance  
5
Report of the Chairman of the Board of Directors  
1
. 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 2010 related  
to the composition of the Board of Directors, the application of  
the men/women balanced representation principle in 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.  
1.1. Composition of the Board of Directors  
Directors are appointed by the shareholders for a three-year term  
Article 11 of the Company’s by-laws).  
Current directorships  
(
Chairman and Chief Executive Officer of TOTAL S.A.* since  
May 21, 2010 (Chief Executive Officer since February 14, 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.  
– Chairman of Total E&P Indonésie  
– Director of Shtokman Development AG (Switzerland)  
– Member of the Supervisory Board of Vivendi*  
– Manager of CDM Patrimonial SARL  
Directorships that expired in the previous five years  
The Board of Directors appoints the Chairman of the Board 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.  
Chairman and Chief Executive Officer of Elf Aquitaine*  
until June 21, 2010  
Director of Total E&P Russia until 2008  
As of December 31, 2010, the Board of Directors has fifteen  
members. Of these, one director has been elected by the  
shareholders to represent employee shareholders.  
– Director of Total Exploration and Production Azerbaijan until 2008  
– Director of Total E&P Kazakhstan until 2008  
– Director of Total Profils Pétroliers until 2008  
Director of Abu Dhabi Petroleum Company Ltd (ADPC) until 2008  
Director of Abu Dhabi Marine Areas Ltd (ADMA) until 2008  
Director of Iraq Petroleum Company Ltd (IPC) until 2008  
Permanent representative of TOTAL S.A. on the Board  
of Total Abu al Bukhoosh until 2008  
The following individuals were members of the Board of Directors  
of TOTAL S.A. (information as of December 31, 2010 ):  
(1)  
Christophe de Margerie  
Born on August 6, 1951 (French).  
– Director of Total E&P Norge A.S. until 2007  
Director of Total Upstream UK Ltd until 2007  
Director of Innovarex until 2006  
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 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. On  
May 21, 2010, he was appointed Chairman and Chief Executive  
Officer of TOTAL.  
Thierry Desmarest  
Born on December 18, 1945 (French).  
A graduate of the École Polytechnique and an Engineer of the French  
Corps des Mines, Mr. Desmarest served as Director of Mines and  
Geology in New Caledonia, then as technical advisor at the Offices  
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 Chairman and Chief Executive Officer of TOTAL from May 1995  
until February 2007, and then as Chairman of the Board of TOTAL  
until May 21, 2010. He was appointed Honorary Chairman and  
remains a director of TOTAL and Chairman of the TOTAL foundation.  
Director of TOTAL S.A. since 2006 and until 2012 (last renewal:  
May 15, 2009).  
Director of TOTAL S.A. since 1995 and until 2013 (last renewal:  
May 21, 2010).  
Holds 85,230 TOTAL shares and 48,529 shares of the “TOTAL  
ACTIONNARIAT FRANCE” collective investment fund.  
Holds 360,576 shares.  
(
*
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.  
Underlined companies are companies excluded from the group in which the director has his or her main duties.  
82  
TOTAL. Registration Document 2010  
Corporate governance  
Report of the Chairman of the Board of Directors  
5
Current directorships  
Current directorships  
Director of TOTAL S.A.*  
Director of Sanofi-Aventis**  
Director of Air Liquide*  
Director of Renault SA*  
Director of Renault SAS  
– Director of TOTAL S.A.*  
– Vice Chairman of PPR Board*  
– Chief Executive Officer and Director of Artémis  
– Member of the Supervisory Board of Financière Pinault (CSA)  
– Director and Deputy Chief Executive Officer of Société Nouvelle  
du Théâtre Marigny  
Director of Bombardier Inc.* (Canada)  
Permanent representative of Artémis at the Board of Directors of Agefi  
Permanent representative of Artémis at the Board of Directors  
of Sebdo le Point  
Directorships that expired in the previous five years  
Chairman of TOTAL S.A. until May 21, 2010  
Member of the Supervisory Board of Areva* until March 4, 2010  
Chairman and Chief Executive Officer of TOTAL S.A.* until 2007  
Chairman and Chief Executive Officer of Elf Aquitaine* until 2007  
– Member of the Management Board of Château Latour (SCI)  
– Director of Fnac  
– Member of the Supervisory Board of Yves Saint Laurent  
Acting Managing Director of Palazzo Grazzi  
Patrick Artus  
– Non executive Director of Tawa Plc*  
Chairman of Christie’s International Plc  
Member of the Supervisory Board of Gucci Group N.V.  
Born on October 14, 1951 (French).  
Independent director  
– Director of Air France-KLM*  
Director of Bouygues*  
Director of TF1*  
Director of the Fonds stratégique d’investissement  
A graduate from the École Polytechnique, the École Nationale de  
la Statistique et de l’Administration de l’Économie (ENSAE) 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 modeling.  
He then worked at the Economics Department of the OECD (1980),  
later becoming the Head of Research at the ENSAE from 1982 to  
(French government sovereign fund)  
Directorships that expired in the previous five years  
Director of Piasa until 2008  
Director of AFIPA until 2006  
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.  
Daniel Bouton  
Born on April 10, 1950 (French).  
Independent director  
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 Chairman since May 6, 2009.  
Director of TOTAL S.A. since May 15, 2009 and until 2012.  
Holds 1,000 shares.  
Current directorships  
Director of TOTAL S.A.*  
Director of IPSOS  
Directorships that expired in the previous five years  
Director of TOTAL S.A. since 1997 and until 2012  
None.  
(last renewal: May 15, 2009).  
Patricia Barbizet  
Holds 3,200 shares.  
Born on April 17, 1955 (French).  
Current directorships  
Independent director  
– Director of TOTAL S.A.*  
Director of Veolia Environnement*  
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 from 1992 as the Chief Executive  
Officer (non director) of Financière Pinault and Director and Chief  
Executive Officer of Artémis. Since 2005, she has been the Vice  
Chairman of the PPR Board of Directors and Chairman of Christie’s.  
Directorships that expired in the previous five years  
Chairman and Chief Executive Officer of Société Générale*  
until 2008 and Chairman of the Board of Directors until 2009  
Director of Schneider Electric S.A.* until 2006  
Director of TOTAL S.A. since May 16, 2008 and until 2011.  
Holds 1,000 shares.  
*
*
Company names marked with an asterisk are publicly-listed companies.  
A listed company that has been deconsolidated since July 1, 2010.  
Underlined companies are companies excluded from the group in which the director has his or her main duties.  
*
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Report of the Chairman of the Board of Directors  
Gunnar Brock  
engineering Corps des Mines, Mr. Collomb held a number of  
positions within the Ministry of Industry and other cabinet 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 Chairman since 2007.  
Born on April 12, 1950 (Swedish).  
Independent director  
Graduated from the Stockholm School of Economics with an MBA  
grade in Economics and Business Administration, Mr. Brock held  
various international positions at Tetra Pak. He served as Chief  
Executive Officer of Alfa Laval from 1992 to 1994 and as Chief  
Executive Officer of Tetra Pak from 1994 to 2000. After he served  
as Chief Executive Officer of Thule International, he was appointed  
Chief Executive Officer of Atlas Copco AB from 2002 to 2009.  
He is currently Chairman of the Board of Stora Enso Oy.  
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).  
Director of TOTAL S.A. since 2000 and until 2012  
(last renewal: May 15, 2009).  
Mr. Brock is also a member of the Royal Swedish Academy of Engineering  
Sciences and of the Board of the Stockholm School of Economics.  
Holds 4,712 shares.  
Current directorships  
Director of TOTAL S.A. since May 21, 2010 and until 2013.  
Holds 1,000 shares.  
Director of TOTAL S.A.*  
Director of Lafarge*  
Current directorships  
– Director of DuPont* (United States)  
Director of Atco* (Canada)  
Director of TOTAL S.A.*  
Chairman of the Board of Stora Enso Oy  
Chairman of the Board of Mölnlycke Health Care Group  
Chairman of the Board of Investor AB  
Directorships that expired in the previous five years  
Chairman of the Board of Directors of Lafarge* until 2007  
Director of Lafarge North America until 2006  
Director of Unilever* (the Netherlands) until 2006  
Member of the Supervisory Board of Spencer Stuart Scandinavia  
Directorships that expired in the previous five years  
Paul Desmarais Jr.  
Born on July 3, 1954 (Canadian).  
Independent director  
Chief Executive Officer of Atlas Copco until 2009  
Chairman of the Board of Lego AS until 2008  
Claude Clément  
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.  
Born on November 17, 1956 (French)  
Mr. Clément joined the Group in February 1977 and started his  
career at Compagnie Française de Raffinage which offered him  
professional training. He held various positions at the Refining  
Manufacturing Department in French and African refineries (Gabon,  
Cameroon). He is currently Manager of the Refining Manufacturing  
Methods at the Refining Manufacturing Division. Mr. Clément has  
been an elected member of the Supervisory Board of the “TOTAL  
ACTIONNARIAT FRANCE” collective investment fund since 2009  
and has served as the Chairman of the “TOTAL ACTIONS  
EUROPEENNES” collective investment fund since 2010.  
Director of TOTAL S.A. since 2002 and until 2011 (last renewal:  
May 16, 2008).  
Holds 2,000 ADRs (corresponding to 2,000 shares).  
Current directorships  
Director of TOTAL S.A.*  
Chairman of the Board, Co-Chief Executive Officer and Member  
of the Executive Committee of Power Corporation of Canada*  
Director of TOTAL S.A. since May 21, 2010 and until 2013.  
Holds 820 TOTAL shares and 2,599 shares of the “TOTAL  
ACTIONNARIAT FRANCE” collective investment fund.  
– Co-Chairman of the Board and member of the executive  
committee of Power Financial Corporation* (Canada)  
Current directorships  
Vice Chairman and Acting Managing Director of Pargesa Holding  
S.A.* (Switzerland)  
Director of TOTAL S.A.* representing employee shareholders  
Member of the Board of Directors and Executive Committee  
of La Great-West Compagnie d’assurance-vie (Canada)  
Directorships that expired in the previous five years  
None.  
– Member of the Board of Directors and Executive Committee  
of Great-West Life & Annuity Insurance Company (United States)  
– Member of the Board of Directors and Executive Committee  
of Great-West Lifeco Inc.* (Canada)  
Bertrand Collomb  
Born on August 14, 1942 (French).  
Member of the Board of Directors of Great West Financial  
(Canada) Inc. (Canada)  
Independent director  
Member of the Board of Directors and Executive Committee  
of Groupe Bruxelles Lambert S.A.* (Belgium)  
A graduate of the École Polytechnique and a member of France’s  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies excluded from the group in which the director has his or her main duties.  
84  
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5
Member of the Board of Directors and Executive Committee  
of Groupe Investors Inc. (Canada)  
Member of the Board of Directors and Executive Committee  
of London Insurance Group Inc. (Canada)  
Member of the Board of Directors and Executive Committee  
of London Life, Compagnie d’assurance-vie (Canada)  
Member of the Board and Executive Committee of Mackenzie Inc.  
Deputy Chairman of the Board of La Presse Ltée (Canada)  
Deputy Chairman of Gesca Ltée (Canada)  
Holds 3,600 shares.  
Current directorships  
– Director of TOTAL S.A.*  
– Chairman and Chief Executive Officer of Associés en Finance  
– Member of the Supervisory Board of Klépierre*  
– Member of the Supervisory Board of Presses Universitaires  
de France (PUF)  
Directorships that expired in the previous five years  
Director of GDF Suez*  
Director of Lafarge*  
None.  
Director and member of the Executive Committee  
of The Canada Life Assurance Company (Canada)  
Director and member of the Executive Committee  
of The Canada Life Financial Corporation (Canada)  
Director and member of the Executive Committee of IGM  
Financial Inc.* (Canada)  
Chairman of the Board of 171263 Canada Inc. (Canada)  
Director of 152245 Canada Inc. (Canada)  
Director of GWL&A Financial Inc. (USA)  
Director of Great West Financial (Nova Scotia) Co.  
Director and member of the Executive Committee  
of First Great-West Life & Annuity Insurance Company  
Director of Power Communications Inc.  
Vice Chairman of the Board of Power Corporation International  
Director and member of the executive committee  
of Putnam Investments LLC  
Member of the Supervisory Board of Power Financial Europe B.V.  
Director of Canada Life Capital Corporation Inc. (Canada)  
Director and member of the executive committee  
of The Canada Life Assurance Company of Canada (Canada)  
Director and member of the Executive Committee  
of Crown Life Insurance Company (Canada)  
Deputy Chairman of the Board of Square Victoria  
Communications Group Inc.  
Anne Lauvergeon  
Born on August 2, 1959 (French).  
Independent director  
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  
1997 to 1999, she was Executive Vice President and member of the  
Executive Committee of Alcatel, in charge of industrial partnerships.  
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.  
Director of TOTAL S.A. since 2000 and until 2012  
(last renewal: May 15, 2009).  
Holds 2,000 shares.  
Current directorships  
– Director of TOTAL S.A.*  
– Chairperson of the Management Board of Areva*  
Director of Parjointco N.V.  
Chairperson and CEO of Areva NC  
Director of GDF Suez*  
Directorships that expired in the previous five years  
Deputy Chairman of the Board of 3819787 Canada Inc. (Canada)  
until 2010  
Member of the Board of Les Journaux Trans-Canada (1996) Inc.  
– Director of Vodafone Group Plc*  
Directorships that expired in the previous five years  
(Canada) until 2009  
– Vice Chairman and Member of the Supervisory Board of Safran*  
until February 2009  
Vice-Chairman of the Board of Directors and member of the  
Strategic Committee of Imerys* (France) until 2008  
Director of GWL Properties until 2007  
Lord Levene of Portsoken  
Born on December 8, 1941 (British).  
Independent director  
Bertrand Jacquillat  
Born on April 11, 1944 (French).  
Independent director  
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 served as senior adviser at Morgan  
Stanley from 1996 to 1998 and was then appointed 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.  
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  
1
1
969, a professor at the Institut d’Études Politiques in Paris since  
999, Vice-President of the Cercle des Économistes, and founding  
Director of TOTAL S.A. since 2005 and until 2011 (last renewal:  
May 16, 2008).  
chairman of Associés en Finance.  
Director of TOTAL S.A. since 1996 and until 2011 (last renewal:  
May 16, 2008).  
Holds 2,000 shares.  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies excluded from the group in which the director has his or her main duties.  
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Report of the Chairman of the Board of Directors  
Current directorships  
Director of TOTAL S.A. since 2000 and until 2012 (last renewal:  
May 15, 2009).  
Director of TOTAL S.A.*  
Chairman of Lloyd’s  
Chairman of General Dynamics UK Ltd  
Director of Haymarket Group Ltd  
Director of China Construction Bank*  
Chairman of NBNK Investments Plc*  
Holds 2,356 shares.  
Current directorships  
– Director of TOTAL S.A.*  
– Chairman of the Board of Directors of BNP Paribas*  
Director of Lafarge*  
Director of Saint-Gobain*  
Directorships that expired in the previous five years  
Chairman of International Financial Services until 2010  
– Member of the Supervisory Board of AXA*  
Director of EADS N.V.*  
– Director of Pargesa Holding S.A.* (Switzerland)  
Claude Mandil  
Director of BNP Paribas Suisse  
Member of the Supervisory Board of Banque marocaine  
pour le Commerce et l’Industrie*  
Born on January 9, 1942 (French).  
Independent director  
Non-voting member (Censeur) of Galeries Lafayette  
A graduate of the École Polytechnique and a General Engineer from  
the Corps des Mines, Mr. Mandil served as a Mining Engineer in the  
Lorraine and Bretagne regions. He then served as a Project Manager at  
the Délégation de l’Aménagement du Territoire et de l’Action Régionale  
Directorships that expired in the previous five years  
Chairman of la Fédération Bancaire Européenne until 2008  
(
City and Department planning/DATAR) and as the Interdepartmental  
Head of Industry and Research and regional delegate of ANVAR. From  
981 to 1982, he served as the technical advisor on the staff of the  
Thierry de Rudder  
1
Born on September 3, 1949 (Belgium and French).  
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 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. 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  
Independent director  
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.  
Director of TOTAL S.A. since 1999 and until 2013 (last renewal:  
May 21, 2010).  
Holds 3,956 shares.  
Current directorships  
2007, he was the Executive Director of the EIA.  
– Director of TOTAL S.A.*  
Acting Managing Director of Groupe Bruxelles Lambert*  
Director of Compagnie Nationale à Portefeuille*  
Director of TOTAL S.A. since May 16, 2008 and until 2011.  
Holds 1,000 shares.  
– Director of Brussels Securities (Belgium)  
Director of GBL Treasury Center (Belgium)  
Director of Sagerpar (Belgium)  
Current directorships  
Director of TOTAL S.A.*  
Director of Institut Veolia Environnement  
– Director of GBL Energy Sarl (Luxembourg)  
– Director of GBL Verwaltung Sarl (Luxembourg)  
Director of GBL Verwaltung GmbH (Germany)  
Director of Ergon Capital Partners (Belgium)  
Directorships that expired in the previous five years  
Director of GDF Suez* from July to December 2008  
– Director of Ergon Capital Partners II (Belgium)  
Director of Ergon Capital Partners III (Belgium)  
– Director of GDF Suez*  
Director of Lafarge*  
Michel Pébereau  
Born on January 23, 1942 (French).  
Directorships that expired in the previous five years  
Independent director  
Director of Suez-Tractebel (Belgium) until April 2010  
Director of Imerys* until 2010  
Director of GBL Participations (Belgium) until 2010  
Director of GBL Finance SA (Luxembourg) until 2009  
Director of Immobilière Rue de Namur (Luxembourg) until 2007  
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.  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies excluded from the group in which the director has his or her main duties.  
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5
Serge Tchuruk  
Current directorships  
Born on November 13, 1937 (French).  
– Director of Weather Investment SPA  
Independent director  
Directorships that expired in the previous five years  
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.  
– Chairman of TOTAL S.A.* until May 21, 2010  
– Director of Thalès* until 2009  
– Chairman of the Board of Alcatel-Lucent* until 2008  
– Member of the Supervisory Board of Alcatel Deutschland GmbH  
until 2008  
– Member of the Board of Directors of the École Polytechnique  
until 2008  
– Chairman of the Board of Directors of Alcatel USA Holdings  
Corp. until 2006  
Director of TOTAL S.A. since 1989 (last renewal: May 11, 2007;  
term of office: May 21, 2010).  
1.2. Other information  
At its meeting on September 15, 2009, the Board of Directors  
appointed Mr. Charles Paris de Bollardière Secretary of the Board.  
Representative of the Worker’s Council: according to Article  
L. 2323- 62 of the French Labour Code, two members of the  
Worker’s Council attend, with consultative rights, all meetings of  
the Board. In compliance with the second paragraph of the above  
article, this number increased to four members as of July 7, 2010.  
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.  
1.3. 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 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.  
– 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  
with 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.  
This directorship expired on May 21, 2010.  
The AFEP-MEDEF Code is available on the MEDEF website  
(
www.medef.fr).  
– Mr. Desmarest chairs the Nominating & Governance Committee  
since it was created in February 2007. Although Mr. Desmarest  
chaired the Board of Directors until May 2010, the Board and  
this Committee considered that Mr. Desmarest chairing the  
Nominating & Governance Committee would enable this  
Committee to benefit from his experience and his knowledge  
of the Company’s businesses, environment and executive teams,  
which is particularly useful to inform the Committee’s  
deliberations concerning the appointment of executives and  
directors. This committee is comprised of a majority of independent  
directors and the Chairman and the Chief Executive Officer  
do not attend deliberations concerning their own situation.  
The AFEP-MEDEF Code was amended in April 2010 to make  
recommendations related to the balanced number of men and  
women sitting in Board and Committees’ meetings. The code  
recommends that a target of at least 20% of women be reached  
before April 2013 and at least 40% before April 2016. As of  
December 31, 2010, the Company’s Board of Directors was  
comprised of two women out of a total of fifteen members  
(i.e., 13%). At the Shareholders’ Meeting in May 2011, it will be  
proposed to appoint two additional women to replace two directors  
whose terms are coming to an end. If the resolutions are approved  
by the Shareholders’ Meeting, the percentage of women sitting  
in the Board will rise to 26%. The Board of Directors will keep  
examining corporate governance issues to continue diversifying  
in the years to come.  
Mr. Desmarest, who was appointed Honorary Chairman of TOTAL  
and renewed as a director on May 21, 2010, can still be entrusted  
with representative missions for the Group.  
The Company’s corporate governance practices differ from  
the recommendations contained in the AFEP-MEDEF Code on  
the following limited matters:  
In compliance with the AFEP-MEDEF Code, the Chairman and  
Chief Executive Officer does not have any employment contract  
with the Group or any company of the Group.  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies excluded from the group in which the director has his or her main duties.  
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Report of the Chairman of the Board of Directors  
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.  
1.4. 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.  
– convening and setting the agenda for Shareholders’ Meetings;  
preparing, for each year, a list of the directors it deems to be  
independent under generally recognized corporate governance  
criteria; and  
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.  
the Board of Directors is regularly informed, through the Audit  
Committee, of the Group’s financial position, cash position and  
obligations.  
An unabridged version of these rules of procedure is available  
herein as well as on the Company’s website.  
1.4.2. Directors’ obligations  
Before accepting a directorship, every candidate receives a copy of  
TOTAL S.A.’s by-laws and Rules of Procedures. He ensures that he  
has broad knowledge of the general and particular commitments  
related to his duty, especially the laws and regulations governing  
directorships in French limited liability companies (société anonyme)  
whose shares are listed in one or several regulated markets.  
1
.4.1. Mission of the Board of Directors  
The mission of the Board of Directors 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. Within this framework, the Board’s  
duties and responsibilities include, but are not limited to, the following:  
Accepting a directorship involves upholding the Rules of Procedures  
and the Group’s values as described in its Code of Conduct.  
When directors participate in and vote at Board meetings,  
they are required to represent the interest of the shareholders  
and the Company as a whole.  
appointing the Chairman and the Chief Executive Officer and  
supervising the handling of their responsibilities;  
Independence of judgment: directors undertake, under any  
circumstance, to maintain the independence of their analysis,  
judgment, decision making and actions as well as not to be unduly  
influenced, directly or indirectly, by other directors, particular groups  
of shareholders, creditors, suppliers and, more generally, any third-party.  
defining the Company’s strategic orientation and, more generally,  
that of the Group;  
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;  
Preparation of each Board’s meeting: 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 and Chief Executive Officer. Directors, if they consider it  
necessary, may request training on the Company’s specificities,  
businesses and activities.  
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;  
conducting audits and investigations as it may deem appropriate.  
The Board, with the assistance of the Audit committee where  
appropriate, ensures that:  
Directors attend all Board meetings and all committees or Shareholders’  
Meetings, unless they have previously contacted the Chairman  
to inform him of scheduling conflicts.  
-
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;  
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;  
the internal control function operates properly and that  
the statutory auditors are able to conduct their audits under  
appropriate circumstances, and  
Files reviewed at each meeting of the Board as well as the information  
collected before or during the meetings are confidential. Directors  
cannot use them for or share them with a third party whatever  
the reason. Directors take any necessary measures to keep them  
confidential. Confidentiality and privacy are lifted when such  
information are made publicly available by the Company.  
-
-
-
The Chairman of the Board makes sure that the Company provides  
the directors with the relevant information, including criticisms,  
in particular financial statement reports and press releases.  
the committees it has created duly perform their  
responsibilities;  
monitoring the quality of the information provided to the  
shareholders and the financial markets through the financial  
statements that it approves and the annual reports, or when  
major transactions are conducted;  
Duty of loyalty: Directors cannot take advantage of his office  
or duties to ensure, for himself or a third party, any monetary  
or non-monetary benefit.  
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5
They notify the Board of Directors any potential conflicts of interest  
with the Company or any other company of the Group. They refrain  
from participating in the vote relating to the corresponding  
resolution or even to the debate preceding the vote.  
Whenever authorized by the law, those directors attending the meeting  
of the Board via video conference (in compliance with the technical  
requirements set by applicable regulations) are considered present  
for the calculation of the quorum and majority.  
Directors must inform the Board of Directors of their entering in  
a transaction that involves directly the Company or any other  
company of the Group before such transaction is closed.  
The Board allocates directors’ fees to, and may allocate additional  
directors’ fees, to directors who participate on specialized committees  
within the total amount established by the Shareholders’ Meeting.  
The Chairman and the Chief Executive Officer are not awarded  
directors’ fees for their work on the Board and Committees.  
Directors cannot take any responsibility in a personal capacity in  
companies or businesses that are competing with the Company or any  
other company of the Group without previously informing the Board.  
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.  
Directors are committed not to seek or accept directly or indirectly  
from the Company or any other company of the Group benefits that  
may be considered as compromising their independence.  
Duty of expression: Directors are committed to clearly expressing  
their opposition if they deem that a decision made by the Board  
of Directors is contrary to the Company’s corporate interest and  
should strive to convince the Board of the relevancy of their position.  
The Board conducts, at regular intervals not to exceed three years,  
an assessment of its practices. Such assessment is carried out  
under the supervision of an independent director or with the  
contribution of an outside counsel. In addition, the Board of  
Directors conducts an annual discussion of its methods.  
Company’s securities and stock exchange rules: While in office,  
directors are required to hold the minimum number of registered  
shares as set by the Company’s by-laws (i.e., 1,000 shares - with  
the exception of the director representing employee shareholders  
for whom the requirements are more flexible).  
1.4.4. Responsibility and authority  
of the Chairman  
Directors refrain from trading any shares and ADRs of TOTAL S.A.  
and its publicly traded subsidiaries for which they hold non-public  
information that could impact the securities’ market value. To this  
purpose, directors act in compliance with the following procedures:  
The Chairman represents the Board, and, except under exceptional  
circumstances, is the sole member authorized to act and speak on  
behalf of the 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 governance  
principles. He coordinates the activity of the Board and its  
committees. He sets the agenda for the meeting by including  
the issues proposed by the Chief Executive Officer.  
any shares and ADRs of TOTAL S.A. and its publicly traded  
subsidiaries are to be held in registered form, either bearer  
shares with the Company or its agent (currently BNP-Paribas  
Securities Services for TOTAL shares and Bank of New-York  
Mellon for TOTAL ADRs), or administered registered shares with  
a French broker (or U.S. broker for ADRs) whose contact details  
are communicated to the Board’s Secretariat by the director;  
He ensures that directors have in due course clear and appropriate  
information that are necessary to carry out their duties.  
buying on margin or short selling (Paris option market (MONEP),  
warrants, exchangeable obligations, etc.) those same securities  
is also prohibited;  
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.  
any transaction of the TOTAL share (or ADR) is strictly prohibited,  
including hedging transactions, on the day when the Company  
discloses its periodic earnings (quarterly, interim and annual)  
as well as the fifteen calendar days preceding such date; and  
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.  
directors make all necessary arrangements to declare to the  
French Financial Markets Authority (Autorité des marchés  
financiers) and inform the Board’s secretary, under the form  
and timeframe provided for by applicable laws, of any transaction  
on the company’s securities entered into by himself or any other  
individual with whom he is closely related.  
He is regularly informed by the Chief Executive Officer of events and  
situations that are important for the Group relating to the strategy,  
organization, monthly financial reporting, major investment and  
divestment projects and major financial operations. He may request  
that the Chief Executive Officer provide any useful information for  
the Board or its committees to carry out their duties.  
He may also work with the statutory auditors to prepare matters  
before the Board or the Audit Committee.  
1.4.3. Board of Directors practices  
The Board of Directors meets at least four times a year and  
as often as circumstances may require.  
He presents every year in a report to the Shareholders’ Meeting,  
practices of the Board of Directors and potential limits set by the  
Board of Directors concerning the powers of the Chief Executive  
Officer. For this purpose, he receives from the Chief Executive  
Officer the relevant information.  
Before each meeting of the Board, the agenda is sent out to  
directors and, whenever possible, it is sent together with the  
documents that are necessary to consider.  
Directors can delegate their authority to another director at the  
meetings of the Board, within the limit of one delegation per  
director per meeting.  
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Report of the Chairman of the Board of Directors  
1.4.5. Authority of the Chief Executive Officer  
of actions that are, by law, reserved to the Board of Directors  
or to Shareholders’ meetings.  
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 and in particular the Rules  
of Procedures of the Board of Directors (see above: “the Board  
of Directors’ mission”), he has the full extent of authority to act  
on behalf of the Company in all instances, with the exception  
The Chief Executive Officer is responsible for periodic reporting  
of the Group’s results and outlook to shareholders and the financial  
community.  
At each meeting of the Board, the Chief Executive Officer reports  
the highlights in the Group’s activity.  
1.5. Committees of the Board of Directors  
The Board of Directors approved the creation of:  
– reviewing the Group’s policy for the use of derivative instruments;  
an Audit Committee;  
– reviewing, if requested by the Board, major transactions  
contemplated by the Group;  
a Nominating & Governance Committee; and  
a Compensation Committee.  
reviewing significant litigation annually;  
implementing, and monitoring compliance with, the financial  
code of ethics;  
The missions and composition of these committees are defined  
in their relevant rules of procedure approved by the Board  
of Directors.  
– 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  
The Committees carry out their duty for and report to the Board  
of Directors.  
Each committee reports on its activities to the Board of Directors.  
reviewing the procedure for booking the Group’s proved reserves.  
Audit Committee membership and practices  
1
.5.1. Audit Committee  
The Committee is made up of at least three directors designated  
by the Board of Directors. Members must be independent directors.  
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.  
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.  
The Audit Committee’s duties include:  
recommending the appointment of statutory auditors and their  
compensation, ensuring their independence and monitoring their work;  
establishing the rules for the use of statutory auditors for non-audit  
services and verifying their implementation;  
Members of the Audit Committee may not receive from the  
Company and its subsidiaries, whether directly or indirectly,  
any compensation other than:  
supervising the audit by the statutory auditors of the Company’s  
financial statements and consolidated financial statements;  
directors’ fees paid for their services as directors or as members  
of the Audit Committee or, if applicable, another committee of  
the Board; and  
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;  
compensation and pension benefits related to prior employment  
by the Company, or another Group company, which are not  
dependent upon future work or activities.  
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.  
supervising the implementation of internal control and risk  
management procedures and their effective application,  
with the assistance of the internal audit department;  
supervising procedures for preparing financial information;  
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.  
monitoring the implementation and activities of the disclosure  
committee, including reviewing the conclusions of this committee;  
reviewing the annual work program of internal and external auditors;  
receiving information periodically on completed audits and  
examining annual internal audit reports and other reports  
The Committee consults with the statutory auditors. It has the  
capacity of consulting them without Company representatives  
attending. If it deems it necessary to accomplish its duties, the  
Committee may request from the Board the resources to engage  
external consultants.  
(statutory auditors, annual reports, etc.);  
reviewing the choice of appropriate accounting principles  
and methods;  
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5
The Committee submits written reports to the Board of Directors  
regarding its work.  
Neither the Chairman nor the Chief Executive Officer may be  
present during deliberations regarding his own situation.  
In 2010, the Committee’s members were Mrs. Patricia Barbizet  
and Messrs. Bertrand Jacquillat and Thierry de Rudder. 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 82 to 87 of this  
Registration Document).  
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.  
If it deems it necessary to accomplish its duties, the Committee  
may request from the Board the resources to engage external  
consultants.  
The Committee is chaired by Mrs. Patricia Barbizet.  
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 recommendation by the Audit Committee.  
The Committee reports on its activities to the Board of Directors.  
In 2010, the Committee’s members were Messrs. Bertrand  
Collomb, Michel Pébereau and, until May 21, 2010, Mr. Serge  
Tchuruk. Messrs. Patrick Artus and Thierry Desmarest were  
appointed members of this Committee as from May 21, 2010.  
Messrs. Artus, Collomb, Pébereau, Tchuruk are independent directors.  
1.5.2. Compensation Committee  
The Compensation Committee is focused on:  
examining the executive compensation policies implemented by  
the Group and the compensation of members of the Executive  
Committee; and  
Mr. Michel Pébereau chairs the Committee.  
1.5.3. Nominating & Governance Committee  
evaluating the performance and recommend the compensation  
of the Chairman of the Board and of the Chief Executive Officer.  
The Committee is focused on:  
Its duties include the following:  
– recommending to the Board of Directors the persons that  
are qualified to be appointed as directors, Chairman or  
Chief Executive Officer;  
examining the criteria and objectives proposed by management  
for executive compensation and advising on this subject;  
preparing the Company’s corporate governance rules  
and supervise their implementation; and  
presenting recommendations and proposals to the Board  
concerning:  
examining any questions referred to it by the Board or the  
Chairman of the Board, in particular questions related to ethics.  
-
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  
stock options and restricted share grants to the Chairman  
and the Chief Executive Officer; and  
Its duties include the following:  
-
presenting recommendations to the Board for its membership  
and the membership of its committees;  
examining stock option plans, restricted share grants, equity-based  
plans and pension and insurance plans.  
proposing annually to the Board the list of directors who may be  
considered as “independent directors” of the Company;  
Compensation Committee membership and practices  
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;  
The Committee is made up of at least three directors designated  
by the Board of Directors.  
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:  
– preparing a list of individuals who might be considered for  
election as Directors and those who might be named to serve  
on Board committees;  
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  
– proposing methods for the Board to evaluate its performance;  
proposing the procedure for allocating directors’ fees;  
developing and recommending to the Board the corporate  
governance principles applicable to the Company; and  
compensation and pension benefits related to prior employment  
by the Company which are not dependant upon future work  
or activities.  
– examining ethical issues at the request of the Board  
or its Chairman.  
The Committee appoints its chairman and its secretary.  
The secretary is a Company senior executive.  
Nominating & Governance Committee membership and practices  
The Committee meets at least twice a year.  
The Committee is made up of at least three directors designated  
by the Board of Directors.  
The Committee invites the Chairman and the Chief Executive  
Officer of the Company to present their recommendations.  
A majority of the members must be independent directors.  
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Report of the Chairman of the Board of Directors  
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:  
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.  
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  
compensation and pension benefits related to prior employment  
by the Company which are not dependant upon future work  
or activities.  
If it deems it necessary to accomplish its duties, the Committee may  
request from the Board the resources to engage external consultants.  
The Committee reports on its activities to the Board of Directors.  
The Committee appoints its chairman and its secretary.  
The secretary is a Company senior executive.  
In 2010, the Committee’s members were Messrs. Bertrand Collomb,  
Thierry Desmarest, Michel Pébereau and, until May 21, 2010,  
Mr. Serge Tchuruk. Messrs. Collomb, Pébereau and Tchuruk are  
independent directors.  
The Committee meets at least twice a year.  
The Committee may invite the Chairman of the Board or the Chief  
Executive Officer of the Company, as applicable, to present  
recommendations.  
Mr. Thierry Desmarest chairs the Committee.  
1.6. Activity of the Board of Directors and its Committees in 2010  
Directors are generally given written notice during the week prior to  
Board meetings. Whenever possible, documents to be considered  
for decisions to be made at Board meetings are sent with the  
notice of meetings. The minutes of the previous meeting are  
expressly approved at each Board meeting.  
– summary of the Ethics Committee activities;  
– Group financial policy; and  
– information on the investment in Chesapeake  
(shale gas acreage in the United States).  
April 29  
The Board held seven meetings in 2010, with 91% attendance.  
strategic outlook for the Gas & Power division;  
The Audit Committee held six meetings in 2009, with 94%  
attendance.  
– earnings for the first quarter of 2010;  
– investment project in the Laggan and Tormore fields in  
the United Kingdom;  
The Compensation Committee held three meetings, with 80%  
attendance.  
information related to the divestment of the Valhall field  
in the North Sea; and  
The Nominating & Governance Committee held three meetings,  
with 91% attendance.  
– preparation and arrangements for the Shareholders’ Meeting.  
May 21  
A table summarizing individual attendance at the Board of Directors  
and Committees meetings is provided on page 102 of this  
Registration Document.  
reunification of the Chairman and Chief Executive Officer  
positions and appointment of the Chairman;  
appointment of the Honorary Chairman;  
The meetings of the Board of Directors included, but were  
not limited to, a review of the following subjects:  
– compensation of the Chairman and Chief Executive Officer  
and other related commitments;  
review of the achievement of the performance conditions that  
condition the payment of a pension benefit for the Honorary  
Chairman; and  
January 12  
strategic outlook for the Chemicals division;  
2010 Budget;  
Group insurance policy; and  
– decision to proceed with a free share plan for all Group employees.  
July 29  
investment project for the Surmont mine (phase 2) in Canada.  
strategic outlook for the Refining & Marketing division;  
earnings for the second quarter of 2010 and the first half  
of 2010;  
February 10  
2009 accounts (consolidated financial statements, parent  
company accounts);  
– payment of an interim dividend;  
debate on Board of Directors practices and assessment;  
assessment of the independence of the directors;  
proposal to renew directorships and appoint a new director;  
opinion on the applications for the positions of director  
representing the employee shareholders;  
– project to acquire the UTS company in Canada; and  
– update on the pollution on the Gulf of Mexico and the potential  
impact on the Company.  
September 14  
proposal to renew and appoint Committees’ members;  
proposal to change directors’ fees allocated  
– strategic outlook for the Exploration & Production division;  
– financial communication at mid-2010; and  
to directors and Committees’ members;  
– award of share subscription options and restricted share grants.  
compensation of the Chairman and the Chief Executive Officer;  
convocation of the Shareholders’ Meeting and approval  
of the documents related to this meeting;  
October 28  
– Group strategy and 5-year plan;  
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Report of the Chairman of the Board of Directors  
5
earnings for the third quarter 2010;  
decision to proceed with a capital increase reserved for  
employees in the first half of 2011;  
The chairman of the Committee reported to the Board of Directors  
on the Committee’s activities.  
update on the pollution impacts on the Gulf of Mexico; and  
change to the dividend payment policy and decision to proceed  
with the payment of quarterly interim dividend as from fiscal 2011.  
1.6.2. Compensation Committee activity  
At its meeting on February 4, 2010, the Committee reviewed  
the 2010 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 Registration Document for 2009. The Committee also  
decided to propose to the Board of Directors a free share grant for  
all the Group employees.  
1
.6.1. Audit Committee activity  
In 2010, the members of the Audit Committee reviewed  
the following matters:  
At its meeting on January 27, the Committee consulted with  
the statutory auditors selected as part of the call for tenders  
launched in April 2009 to select the two statutory auditors whose  
appointment were submitted to the Shareholders’ Meeting on  
May 2010, the term of office of the current statutory auditors  
expiring at that date. The Committee decided to submit to the  
Board the appointment of the two lowest responsible bidders:  
Ernst & Young and KPMG.  
On May 6, 2010, the Committee prepared its recommendations to  
the Board for the compensation and other benefits to be awarded  
to the Chairman and Chief Executive Officer as well as the terms  
that apply in case they are removed from or not renewed in office.  
The Committee reviewed the performance conditions that allow the  
payment of a pension benefit to the Chairman of the Board whose  
office expired on May 21, 2010, and noticed that all the criteria  
were met.  
At its meeting on February 8, the Committee reviewed the  
accounts for the fourth quarter 2009, the annual consolidated  
statements report for the Group and the statutory accounts of  
TOTAL S.A., the parent company, for 2009. The Vice President  
of Corporate Audit presented the conclusions of the audits  
conducted in 2009 and the audit plan planned for 2010.  
He commented the results of the assessment on internal control  
over financial reporting effective during fiscal year 2009 as part  
of the implementation of the Sarbanes-Oxley Act. The Committee  
also reviewed the draft of the Chairman’s report on internal  
control and risk management procedures.  
At its meeting on September 2, 2010, the Committee reviewed  
the share subscription option and restricted share grant plans.  
1
.6.3. Nominating & Governance  
Committee activity  
At its meeting on April 14, the Committee also reviewed the  
procedures for evaluating oil and gas reserves. It acknowledged  
actions conducted by the Gas & Power division to assess and  
manage risk, in particular by mapping the major risks faced,  
as well as the Trading & Shipping actions on related issues.  
At its meeting on February 4, 2010, the Committee reviewed  
the results of the Board’s self-evaluation for its activities carried  
out with the assistance of a consulting agency and approved  
the recommendations made. 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 2010 Shareholders’ Meeting, which  
included the recommendation of a new independent director.  
The list of Committee members was also reviewed. The Committee  
acknowledged the candidates that will apply at the Shareholders’  
Meeting for the office of director representing employee shareholders  
and made a recommendation. The Committee decided to propose  
to the Board of Directors to change the conditions for the payment  
of Directors’ fees allocated to the directors and members of the  
Committees to take into account the workload and possibility  
to remotely attend the Board’s meetings. Finally, the Committee  
acknowledged the specific anti-corruption policy approved  
by the Company and the methods for its implementation.  
The Committee met on April 27 to review the consolidated  
financial statements for the first quarter of 2010.  
At its meeting on July 27, the Committee reviewed the financial  
statements for the second quarter and the first half 2010.  
On October 4, the Committee reviewed the Group’s significant  
litigation. It also studied the mapping of the Exploration &  
Production risks. It acknowledged the statutory auditors’ specific  
focus with regard to the audit of the 2010 financial statements  
and reviewed the budget allocated to their fees. The members of  
the Committee met with the statutory auditors without  
management being present.  
On October 26, the Committee reviewed the financial statements  
for the third quarter of 2010. The Committee was informed that  
the relevant employees acted in compliance with the provisions  
of the Financial Code of Ethics.  
On May 6, 2010, the Committee prepared its recommendations for  
the reunification of the positions of Chairman and Chief Executive  
Officer and the appointment of Mr. Christophe de Margerie in the  
position of Chairman and Chief Executive Officer. The Committee  
also decided to propose the appointment of Mr. Thierry Desmarest  
in the position of Honorary Chairman and approved that Mr. Desmarest  
be entrusted with representative missions for the Company on  
certain occasions. To this purpose, the Committee proposed  
to provide the Honorary Chairman with all the necessary means,  
knowingly an office, an assistant and a car with a driver.  
The statutory auditors attended all Audit Committee meetings in  
010. At each presentation of the quarterly consolidated financial  
2
statements, the statutory auditors reported on their work and  
presented their conclusions.  
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.  
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At its meeting on September 2, 2010, the Committee discussed  
the changes in the composition of the Board of Directors to be  
anticipated in 2011 in order to strengthen the proportion of women  
sitting in the Board. It acknowledged the measures implemented,  
through the Ethics Committee, to allow Group employees to assess  
their own situation with regard to potential conflicts of interest.  
1.7. Board of Directors practices  
On May 21, 2010, the Board of Directors decided to reunify  
the positions of Chairman and Chief Executive Officer and appoint  
the Chief Executive Officer to the duties of Chairman of the Board.  
This decision was made taking into account the advantage of the  
unified management and the majority of independent directors  
appointed at the Committees, which ensures balanced authority.  
The Board of Directors deemed that the unified management form  
was the most appropriate to the Group’s business and specificities  
of the oil and gas sector.  
At its meeting on February 10, 2011, the Board of Directors  
discussed its practices and stated it was globally satisfied  
with such practices.  
Compliant with the recommendation by the Nominating and  
Governance Committee, the Board made suggestions for improvement  
with respect to broadening criteria when benchmarking with other  
companies, and for a thorough study of the Group’s opportunities  
in the energy sector.  
1.8. Director independence  
At its meeting on February 10, 2011, the Board of Directors, acting  
on a proposal by the Nominating & Governance Committee,  
reviewed the independence of the Company’s directors as of  
December 31, 2010. 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 judgment”.  
In addition, the Board of Directors acknowledged Mr. Desmarest’s  
term of office as member of the Supervisory Board of Areva has  
terminated since March 5, 2010.  
The AFEP-MEDEF Code expressly stipulates that the Board can  
decide that the implementation of certain defined criteria is not  
relevant or induces an interpretation that is particular to the Company.  
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.  
For each director, this assessment relies on the independence  
criteria set forth in the AFEP-MEDEF Code as reminded thereafter:  
not to be an employee or a director of the Company, or a Group  
company, and not having been in such a position for the previous  
five years;  
not to be an executive director of a company in which the Company  
holds a directorship or in which an employee appointed as such  
or an executive director of the company is a director;  
Mrs. Barbizet and Lauvergeon, Messrs. Artus, Bouton, Brock,  
Collomb, Desmarais, Jacquillat, Mandil, Pébereau, de Rudder, and  
Lord Levene of Portsoken were deemed to be independent directors.  
not to be a customer, supplier, investment banker or commercial  
banker for a significant part of whose business the company or  
its Group accounts;  
80% of the directors are independent.  
not to be related by close family ties to an executive director;  
The Board also noted the absence of potential conflicts between  
the interests of the Company and the private interests of its  
directors. To the Company’s knowledge, the members of the Board  
of TOTAL S.A. are not related by close family ties; there are no  
arrangements or agreements with clients or suppliers that facilitated  
their appointment; there is no service agreement binding a director  
of TOTAL S.A. to one of its subsidiary and providing for special  
benefits upon termination of such agreement.  
not to have been an auditor of the Company within the previous  
five years;  
not to have been a director of the Company for more than  
twelve years (upon expiry term of office during which the 12-year  
limit is reached).  
1.9. Internal control and risk management  
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.  
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 operations,  
documentation and communication of internal control rules,  
and supervision of the internal control system.  
94  
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Corporate governance  
Report of the Chairman of the Board of Directors  
5
1
.9.1. Organization and principles  
completed by business units was presented to the Audit  
Committee in 2009 and 2010.  
of internal control  
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.  
The Group’s internal control procedures are organized around three  
operational levels: Group, Business Segments and profit centers.  
Each level is directly involved in and responsible for designing and  
implementing internal control, in line with the degree of centralization  
targeted by senior management.  
At each level, specific internal control procedures cover  
organization, delegations of authority and employee education  
and training that conform to the Group’s overall framework.  
With regard to risks connected to the trading of oil and gas and  
related financial instruments, the departments concerned, whose  
activity is governed by limits set by the Executive Committee,  
measure their positions and exposure daily and analyze their  
market risk, in particular using value-at-risk assessment methods.  
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.  
Internal control procedures are based on the Group’s core values,  
including the integrity, ethical conduct and professional  
competence of its employees.  
With regard to counterparty risks, credit limits and risk analysis  
processes are set and updated regularly, for each activity.  
The Group’s values and business principles are set out in the Code  
of Conduct and Ethics Charter and circulated to employees.  
The Group’s Financial Code of Ethics is distributed to financial  
officers at the corporate and business levels. These principles  
and rules are also cascaded in codes, procedures and guidelines  
governing certain significant processes in the business segments.  
These codes explain the Group’s values and describe its business  
and behavior principles with regard to employees, shareholders,  
customers, suppliers and competitors. They also set out the rules  
of individual behavior that is applicable to all employees and  
expected in host countries.  
The broad range of activities and countries in which the Group  
operate requires local analysis, by business segment, of the related  
legal, contractual and political risks. Compliance programs with  
regard to competition and bribery law matters are implemented by  
the Group to ensure compliance with applicable antitrust legislation.  
Business units are responsible for assessing their industrial  
and environmental risks and for implementing the regulatory  
requirements of the countries where they operate, as well as  
any relevant guidelines and recommendations defined at the Group  
or business segment level. They are also responsible for actively  
monitoring changes in legislation, to comply with local and  
international standards concerning industrial and environmental risk  
assessment and management. Risk assessments lead to the  
establishment of management measures to prevent and reduce  
environmental impact, minimize the risks of accidents, and contain  
their consequences.  
The Group’s senior management receives regular training on  
the content and the importance of the rules of behavior set out  
in the Code of Conduct and available on the Group’s Web site.  
Each year, the general managers 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 reliable.  
The “Risk Factors” section 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 implements a program to prevent  
insider trading. Employees are alerted to their status as permanent  
or temporary insiders and warned that they are prohibited from  
trading TOTAL securities during certain periods.  
1
.9.3. Control activities  
Control activities and 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.  
Under these internal control principles, which are part of the  
corporate governance organization described above, the Audit  
Committee is responsible for monitoring the efficiency of internal  
control and risk management procedures, assisted by the Internal  
Audit Department and the internal control teams from the business  
segments. These rules are designed to allow the Board of Directors  
to ensure internal control is effective and that published information  
available to shareholders and financial markets is reliable.  
Senior management exercises operational control over TOTAL’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  
assessments are presented to the Executive Committee.  
Control activities are primarily based on a strategic plan that is  
reviewed annually, an annual budget, monthly management  
financial reports with detailed analysis of differences between actual  
and budgeted expenditures, and a quarterly reconciliation between  
published consolidated financial statements and management  
reports. These processes are supervised by the Budget/Financial  
Control and Accounting Departments, which are part of the Finance  
Department, and are performed in compliance with financial  
reporting standards, consistent and compliant with  
1
.9.2. Risk assessment  
The Executive Committee is responsible for identifying and  
assessing the internal and external risks that could impact TOTAL’s  
performance, with the assistance of the Risk Committee,  
the Budget Management Department and the Internal Audit  
Department. The Group has continued in 2010 a coordinated  
integration process of its risk management activities,  
complementing the processes currently in place in the different  
businesses. As part of this process, the mapping of business risks  
the accounting standards used for the published financial  
TOTAL. Registration Document 2010  
95  
Corporate governance  
5
Report of the Chairman of the Board of Directors  
statements. Financial indicators and the accounting methods used  
allow appropriate assessment of risks and return on average capital  
employed (ROACE).  
in memorandums and are also available on the Group’s intranet  
sites and, where applicable, those of the business lines.  
The principal procedures regarding financial controls established  
at the corporate level cover acquisitions and disposals, capital  
expenditures, financing and cash management, budget control  
and financial reporting. Disclosure controls and procedures have  
been implemented. At the operating level, they mainly consist  
of procedures, guidelines and recommendations covering safety  
and security (both industrial and information technology), health,  
environment and sustainable development.  
The Group’s Accounting Department centralizes the interpretation  
of accounting standards applicable to our consolidated financial  
statements and distributes these standards through formal  
procedures and a financial reporting manual. It monitors the  
effective implementation of standards across TOTAL through  
periodic, formal communication with functional managers in the  
business segments. The Department also periodically reports any  
exceptions to the Chief Financial Officer.  
The procedures for the business lines primarily concern financial  
control specific to each sector. At the profit center and subsidiary  
level, the principles of the Group’s overall framework are  
implemented through specific procedures tailored to the size  
and environment of operations.  
The Treasury Department monitors and manages risks related  
to cash management activities and interest rate-related and foreign  
exchange-related financial instruments in accordance with strict  
rules defined by senior management. Cash and cash equivalents,  
financial positions and financial instruments are centralized by the  
Treasury Department.  
1.9.5. Monitoring  
Oil and gas reserves are reviewed by a committee of experts  
(
the Reserves Committee), approved by Exploration & Production’s  
Together, the holding company, the business lines and the profit  
centers and subsidiaries are responsible for monitoring internal  
control in their respective operations.  
senior management and then confirmed by the Group’s senior  
management.  
The Disclosure Committee, whose members are the managers  
of the principal corporate departments, establishes and maintains  
procedures designed to ensure the quality and accuracy of external  
communications intended for stock exchanges and financial markets.  
Internal control audits are primarily conducted by the Corporate  
Audit Department, which reports to the Executive Committee  
through the Chief Administrative Officer. An audit work schedule  
is set annually. The audit reports are periodically summarized  
and presented to the Audit Committee and, thereby, to the Board  
of Directors.  
At the profit center and subsidiary level, control activities are  
organized around the principal operational processes: exploration  
and reserves, purchasing, capital expenditures, production, sales,  
oil, gas and petroleum product trading, inventories, human  
resources, financing and cash management.  
In 2010, the Corporate Audit Department’s 70 auditors conducted  
around 150 audits. The Vice President of Corporate Audit attended  
all Audit Committee meetings and reported quarterly on internal  
audit activity to the committee.  
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 business principles and rules  
of individual behavior described in the Code of Conduct and in  
procedures and codes issued at the operating level. The Group  
has also implemented a whistleblowing system that employees and  
third parties can use to report circumstances that might amount to  
fraud or other violations related to accounting and internal control.  
The Group’s senior management is responsible for implementing  
and assessing internal control over financial reporting. In this  
context, in 2010 TOTAL evaluated awareness and implementation  
of its internal control system, based on the COSO framework, in its  
main units. With the assistance of its main units and the Corporate  
Audit Department, as coordinated by the Internal Control  
Compliance Officer, the Group also examined and assessed 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. On the basis of these internal reviews, the Group’s Senior  
Management concluded that internal control over financial reporting  
was effective.  
The Information Technology Department has developed and distributed  
governance and security rules that describe the recommended  
infrastructure, organization and procedures to maintain information  
systems that are appropriate to our needs and to limit information  
security risks. These rules are implemented across TOTAL under  
the responsibility of the various business segments.  
The statutory auditors perform those internal control audits that  
they deem necessary as part of the mission to certify the financial  
statements and present their observations to the Audit Committee.  
Control activities to prevent industrial and environmental risks are  
implemented in the business units. External certification or third-party  
audits are conducted for some of the management systems related  
to this type of risk. More detailed information on the Group’s safety  
and environmental initiatives is provided in the Group’s Society and  
Environment report.  
For 2010, the statutory auditors reviewed the implementation  
of the Group internal control framework and the design and  
effectiveness in its main units of key internal controls concerning  
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.  
1.9.4. Information and communication  
Internal control procedures are defined at each of the three  
operational levels: general rules at the corporate level; sector-specific  
procedures at the business line level; and others at the profit  
center and subsidiary level. These procedures are circulated  
96  
TOTAL. Registration Document 2010  
Corporate governance  
Report of the Chairman of the Board of Directors  
5
1.10. Particular conditions regarding participation in Shareholder’s Meeting  
Shareholders’ Meetings are convened and deliberate under the  
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, in the case of double voting rights, this limit may be  
extended to 20%.  
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  
For more detailed information on these conditions, see Chapter 8  
(General Information - Shareholders’ Meetings) of this Registration  
Document.  
1.11. Information mentioned in Article L. 225-100-3 of the French Commercial Code  
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.  
1.12. 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:  
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.  
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.  
Stock options are awarded at regular intervals to prevent any  
opportunistic behavior.  
The Board has put in place restrictions on the transfer of a  
portion of shares issued upon the exercise of options.  
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.  
Compensation for the Chairman and the Chief Executive Officer  
is related to market practice, work performed, results obtained  
and responsibilities held.  
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, 2011, after the Board’s Committees reviewed  
the sections relevant to their respective duties.  
Compensation for the Chairman and the Chief Executive Officer  
includes both a fixed portion and a variable portion, each of  
which is reviewed annually.  
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.  
Christophe de Margerie  
Chairman of the Board and Chief Executive Officer  
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.  
The Group does not have a 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.  
Stock options are designed to align the long-term interests  
of the Chairman and the Chief Executive Officer with those  
of the shareholders.  
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.  
TOTAL. Registration Document 2010  
97  
Corporate governance  
5
Statutory auditor’s report  
2
. 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.  
Year ended December 31, 2010  
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.  
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 (Code de commerce) for the year ended December 31, 2010.  
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:  
report to you on the information contained in the Chairman's report in respect of the internal control and risk management procedures  
relating to the preparation and processing of the accounting and financial information, and  
attest that this report contains the other disclosures required by Article L.225-37 of the French Commercial Law (Code de commerce),  
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 and risk management 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 and risk management procedures relating to the preparation and processing of the accounting and  
financial information. These procedures consisted mainly in:  
obtaining an understanding of the internal control and risk management 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;  
obtaining an understanding of the work involved in the preparation of this information and of the existing documentation;  
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;  
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 and risk management  
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).  
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 24, 2011  
The statutory auditors  
French original signed by  
KPMG Audit  
A department of KPMG S.A.  
Jay Nirsimloo  
ERNST & YOUNG Audit  
Pascal Macioce  
Laurent Vitse  
98  
TOTAL. Registration Document 2010  
Corporate governance  
Management  
5
3. Management  
3.1. General Management  
Based on the recommendation by the Nominating and Governance  
Committee, the Board of Directors decided at its meeting on  
May 21, 2010, to reunify the positions of Chairman of the Board  
and Chief Executive Officer and appoint the Chief Executive Officer  
to the position of Chairman of the Board until its term of office  
expires, that is until the Shareholders’ Meeting called to approve  
the financial statements for the fiscal year 2011. As a result,  
Mr. de Margerie has been appointed Chairman and Chief  
Executive Officer of the Group since May 21, 2010.  
The Board of Directors deemed that the unified management form  
was the most appropriate to the Group’s business and specificities  
of the oil and gas sector. This decision was made taking into  
account the advantage of the unified management and the majority  
of independent directors appointed to the Committees of the  
Board, which ensures balanced authority.  
The management form selected shall remain in effect until a  
decision to the contrary is made by the Board of Directors.  
3.2. The Executive Committee  
The Executive Committee, under the responsibility of the Chairman  
and 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.  
– François Cornélis, Vice Chairman of the Executive Committee  
(President of the Chemicals segment);  
Michel Bénézit (President of the Refining & Marketing division);  
– Yves-Louis Darricarrère (President of the Exploration &  
Production division);  
The following individuals were members of the Executive  
Committee as of December 31, 2010:  
– Jean-Jacques Guilbaud (Chief Administrative Officer); and  
Patrick de La Chevardière (Chief Financial Officer).  
Christophe de Margerie, Chairman of the Executive Committee  
Chairman and Chief Executive Officer);  
(
3.3. The Management Committee  
The Management Committee facilitates coordination among  
the divisions and monitors the operating results and activity  
reports of these divisions.  
Upstream  
Marc Blaizot, Philippe Boisseau, Jacques Marraud des Grottes,  
Patrick Pouyanné.  
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, 2010:  
Downstream  
Pierre Barbé, Alain Champeaux, Bertrand Deroubaix,  
Eric de Menten, André Tricoire.  
Corporate  
Chemicals  
René Chappaz, Yves-Marie Dalibard, Peter Herbel,  
Jean-Marc Jaubert, Manoelle Lepoutre, Jean-François Minster,  
Jean-Jacques Mosconi, François Viaud.  
Françoise Leroy.  
TOTAL. Registration Document 2010  
99  
Corporate governance  
5
Statutory auditors  
4. Statutory auditors  
4.1. Statutory auditors  
Ernst & Young Audit  
41, rue Ybry, 92576 Neuilly-sur-Seine Cedex  
Appointed on May 14, 2004  
Appointment renewed on May 21, 2010, for an additional 6-year term  
P. Macioce, L. Vitse  
KPMG Audit  
A division of KPMG S.A.  
1, cours Valmy, 92923 Paris-La Défense  
Appointed on May 13, 1998  
Appointment renewed on May 21, 2010, for an additional 6-year term  
J. Nirsimloo  
4.2. Alternate auditors  
Cabinet Auditex  
11, allée de l’Arche, Faubourg de l’Arche, 92400 Courbevoie  
Appointed on May 21, 2010, for a 6-year term  
KPMG Audit IS  
3, cours du Triangle, Immeuble “Le Palatin”, Puteaux, 92939 Paris-La Défense Cedex  
Appointed on May 21, 2010, for a 6-year term  
4.3. 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 will expire at  
the conclusion of the Shareholders’ Meeting called in 2016 to approve the financial statements  
for the fiscal year 2015.  
100  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
4.4. Fees received by the statutory auditors (including members of their network)  
Ernst & Young Audit  
Amount in millions of euros  
excluding VAT)  
KPMG Audit  
%
Amount in millions of euros  
%
(
(excluding VAT)  
2010  
2010  
2009  
2010  
2009  
2009  
2010  
2009  
Audit and certification  
of the parent company and  
consolidated accounts  
TOTAL S.A.  
Fully-consolidated subsidiaries  
Other work and services  
directly related  
3.0  
12.2  
3.3  
14.4  
16.9  
68.5  
16.5  
72.0  
3.2  
11.9  
3.5  
12.5  
16.0  
59.5  
17.1  
61.3  
to the responsibilities  
of statutory auditors  
TOTAL S.A.  
0.2  
0.5  
0.2  
0.6  
1.1  
2.8  
1.0  
3.0  
0.8  
2.8  
1.0  
1.9  
4.0  
14.0  
4.9  
9.3  
Fully-consolidated subsidiaries  
Subtotal  
15.9  
18.5  
89.3  
92.5  
18.7  
18.9  
93.5  
92.6  
Other services provided  
by the network to fully-  
consolidated subsidiaries  
Legal, tax, labor law  
Other  
1.7  
0.2  
1.4  
0.1  
9.6  
1.1  
7.0  
0.5  
1.2  
0.1  
1.2  
0.3  
6.0  
0.5  
5.9  
1.5  
Subtotal  
Total  
1.9  
1.5  
10.7  
100  
7.5  
1.3  
1.5  
6.5  
7.4  
17.8  
20.0  
100  
20.0  
20.4  
100  
100  
5
. Compensation for the administration  
and management bodies  
5.1. Board Compensation  
The overall amount of directors’ fees allocated to members of the  
Board of Directors was set at 1.1 million by the Shareholders’  
Meeting on May 11, 2007.  
– an amount of 3,500 per director for each Compensation  
Committee or Nominating & Governance Committee’s meetings  
effectively attended;  
In 2010, the overall amount of directors’ fees allocated to the members  
of the Board of Directors was 0.96 million, noting that there were  
fifteen directors as of December 31, 2010, as at year-end 2009.  
– an amount of 7,000 per director for each Audit Committee’s  
meeting effectively attended;  
a premium of 2,000 in case the attendance to a Board of  
Directors or Committee meeting involves a trip from a country  
other than France;  
The allocation of the overall amount of fees remains based on  
an allocation scheme comprised of a fixed compensation and a  
variable compensation based on fixed amounts per meeting, which  
contributes to taking into account each director’s effective  
attendance to the meetings of the Board and its Committees. At its  
meeting on February 10, 2010, the Board of Directors decided to  
readjust the fixed and variable amounts per meeting, as follows:  
the Chairman and Chief Executive Officer does not receive  
directors’ fees as director of TOTAL S.A. or any other company  
of the Group; and  
– until his duties of Chairman of the Board of TOTAL S.A. expired,  
Mr. Desmarest did not receive any directors’ fees as director of  
TOTAL S.A.  
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 Chairman of the Audit Committee who was paid  
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, 1st and 2nd  
paragraphs) is provided on page 109 of this Registration  
Document.  
30,000 and the other Audit Committee members who were  
paid 25,000;  
an amount of 5,000 per director for each Board of Directors’  
meeting effectively attended;  
TOTAL. Registration Document 2010  
101  
Corporate governance  
5
Compensation for the administration and management bodies  
5.2. Directors attendance at the Board and Committees meetings in 2010  
Board of  
Directors  
Audit  
Committee  
Compensation  
Nominating &  
Committee Governance Committee  
Number of meetings in 2010  
Christophe de Margerie  
Thierry Desmarest(a)  
Patrick Artus  
Patricia Barbizet  
Daniel Bouton  
Gunnar Brock(b)  
Claude Clément(b)  
Bertrand Collomb  
Paul Desmarais Jr  
Bertrand Jacquillat  
Anne Lauvergeon  
Peter Leven of Portsoken  
Claude Mandil  
Michel Pébereau  
Thierry de Rudder  
Serge Tchuruk(c)  
7
7
7
7
7
7
3
4
6
3
7
5
7
7
6
7
3
6
-
-
-
6
-
-
-
-
-
5
-
-
-
-
3
-
1(d)  
-(d)  
-
-
-
-
3
-
-
-
-
-
3
-
1
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(
(
(
(
a) Chairman of the Board of Directors until May 21, 2010.  
b) Director since May 21, 2010.  
c) Director and member of the Compensation Committee and the Nominating & Governance Committee until May 21, 2010.  
d) Member of the Compensation Committee since May 21, 2010.  
5.3. Compensation of the Chairman of the Board (until May 21, 2010)  
(
See summary tables on pages 108 to 111 of this Registration  
May 21, 2010), and a variable portion paid in 2011 for the period  
between January 1, 2010 and May 21, 2010.  
Document)  
Mr. Desmarest served in the position of Chairman of the Board of  
Directors until May 21, 2010, concurrent with the reunification of  
the positions of Chairman of the Board and Chief Executive Officer  
and the appointment of Mr. de Margerie to serve in this position.  
Having regard for his esteemed services for the Group, the Board  
of Directors decided to appoint Mr. Desmarest as Honorary  
Chairman of the Company and member of the Compensation  
Committee, and retain him in the position of Chairman of the  
Nominating & Governance Committee.  
The variable portion is calculated by taking into account the Group’s  
return on equity, the Group’s earnings compared to those of the other  
major international oil companies that are its competitors, as well as  
the Chairman of the Board’s personal contribution to the Group’s  
strategy, corporate governance and performance. The objectives  
related to personal contribution were considered to be substantially  
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 and Chief Executive Officer  
in 2011 for his contribution in between January 1, 2010 and May 21,  
The compensation paid to Mr. Desmarest for his duties as Chairman  
of the Board between January 1, 2010 and May 21, 2010, was set  
by the Board of Directors of TOTAL S.A. based on a recommendation  
by the Compensation Committee. It includes a fixed base salary  
that amounted to 1,100,000, unchanged compared with fiscal  
year 2009 (428,763 for the period between January 1 and  
2010, amounted to 322,644.  
Mr. Desmarest’s total gross compensation for fiscal 2009, as  
Chairman of the Board of Directors, amounted to 1,971,852,  
composed of a fixed base salary of 1,100,000 and a variable  
portion of 871,852 paid in 2010.  
5.4. Compensation of the Chairman and Chief Executive Officer  
(
See summary tables on pages 108 to 111 of this Registration  
May 21, 2010), and a variable portion paid in 2011 for the period  
between January 1, 2010 and May 21, 2010.  
Document)  
In 2010, Mr. de Margerie served in the position of Chief Executive  
Officer of TOTAL S.A. until May 21, 2010 and in the position of  
Chairman and Chief Executive Officer as of that date.  
The variable portion is calculated by taking into account the Group’s  
return on equity, the Group’s earnings performance compared to that  
of the other major international oil companies that are its competitors,  
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 Group’s business segments. The variable  
portion can reach a maximum amount of 140% of the fixed base  
salary, or up to 165% for exceptional performance. The objectives  
related to personal contribution were considered to be substantially  
The compensation paid to Mr. de Margerie for his duties as Chief  
Executive Officer between January 1, 2010, and May 21, 2010,  
was set by the Board of Directors of TOTAL S.A. based on a  
recommendation by the Compensation Committee. It includes an  
annual fixed base salary of 1,310,000, unchanged compared with  
fiscal year 2009 (507,097 for the period between January 1 and  
102  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
fulfilled, and taking into account the comparison of TOTAL’s  
earnings performance with the major international oil companies  
that are its competitors, the variable portion paid to the Chief  
Executive Officer in 2011 for his contribution between January 1,  
The economic criteria have been selected so as to not only reward  
short-term performance in terms of return on investment for  
shareholders, but also the progress made by the Group toward  
medium-term objectives by comparison with data for the oil and  
gas industry as a whole. They include:  
2010 and May 21, 2010, amounted to 523,262.  
Mr. de Margerie’s total gross compensation as Chief Executive  
Officer for fiscal 2009 amounted to 2,666,991, composed  
of a fixed base salary of 1,310,000 and a variable portion  
of 1,356,991 paid in 2010.  
– return on equity;  
the Company’s earnings performance compared with that  
of the four other major international oil companies(1) that are its  
competitors, assessed by reference to the average growth over  
three years of two indicators, earnings per share and  
consolidated net income.  
As Chief Executive Officer, Mr. de Margerie had the use of a  
company car.  
The compensation paid to Mr. de Margerie for his duties as  
Chairman and Chief Executive Officer was set by the Board of  
Directors of TOTAL S.A. at its meeting of May 21, 2010, based  
on a recommendation by the Compensation Committee in line with  
the guidance of the AFEP-MEDEF Corporate Governance Code.  
The Chairman and Chief Executive Officer’s personal contribution  
is evaluated on the basis of objective, mainly operational criteria  
related to the Group’s business segments, including health, safety  
and environment (HSE) performance and oil and gas production  
and reserves growth.  
It includes an annual fixed base salary of 1,500,000, and a  
variable portion not to exceed 165% of the fixed base salary. The  
fixed base salary was set by comparison with the compensation  
paid to the Chairman and Chief Executive Officer of other French  
companies included in the CAC 40 index. The maximum  
percentage of the fixed base salary represented by the variable  
portion is based on equivalent practice at a reference sample of  
companies, including oil and gas companies.  
At its meeting of February 10, 2011, the Board of Directors found  
that the Chairman and Chief Executive Officer’s objectives related  
to personal contribution were substantially fulfilled in 2010. After  
assessing to what extent financial performance criteria had been  
met, the Board, based on a recommendation by the Compensation  
Committee, set the variable portion payable to Mr. de Margerie  
in 2011 at 1,058,408 for his contribution between May 22 and  
December 31, 2010, equivalent to 115.1% of his fixed base salary.  
The variable portion is based on criteria determined by the Board  
of Directors. The equivalent of up to 100% of the fixed base salary  
is linked to economic criteria, which varies on a straight-line basis  
to avoid threshold effects. The criteria based on the Chairman and  
Chief Executive Officer’s personal contribution account for an  
additional amount that cannot exceed 65% of the fixed base salary.  
Mr. de Margerie’s total gross compensation as Chairman and  
Chief Executive Officer for the period between May 22 and  
December 31, 2010, consisted of a fixed base salary of 919,355  
(prorated from an annual fixed base salary of 1,500,000) and  
a variable portion of 1,058,408 paid in 2011.  
As Chairman and Chief Executive Officer, Mr. de Margerie has  
the use of a company car.  
5.5. Executive Officers compensation  
In 2010, 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, 2010  
Variable compensation accounted for 46% of the aggregate  
amount of 18.9 million paid to executive officers.  
The following individuals were executive officers of the Group as  
of December 31, 2010 (twenty-five individuals at year-end 2010,  
as at year-end 2009):  
(
members of the Management Committee and the Treasurer)  
as a group was 18.9 million (twenty-five individuals), including  
8.4 million paid to the six members of the Executive Committee.  
Management Committee  
Treasurer  
Christophe de Margerie*  
François Cornélis*  
Michel Bénézit*  
Yves-Louis Darricarrère*  
Jean-Jacques Guilbaud*  
Patrick de La Chevardière*  
Pierre Barbé  
Bertrand Deroubaix  
Peter Herbel  
Jean-Marc Jaubert  
Manoelle Lepoutre  
Françoise Leroy  
Jérôme Schmitt  
Jacques Marraud des Grottes  
Éric de Menten  
Marc Blaizot  
Jean-François Minster  
Jean-Jacques Mosconi  
Patrick Pouyanné  
Philippe Boisseau  
Alain Champeaux  
René Chappaz  
André Tricoire  
Yves-Marie Dalibard  
François Viaud  
(
*
1) ExxonMobil, BP, Shell and Chevron  
Member of The Executive Committee  
TOTAL. Registration Document 2010  
103  
Corporate governance  
5
Compensation for the administration and management bodies  
5.6. Pensions and other commitments  
(Article L. 225-102-1, paragraph 3, of the French Commercial Code)  
1
) Pursuant to applicable law, the Chairman and the Chief  
Executive Officer are eligible for the basic French social security  
pension and for pension benefits under the ARRCO and AGIRC  
government-sponsored supplementary pension schemes. They  
also participate in the internal defined contribution pension plan  
and the defined benefit supplementary pension plan called  
RECOSUP created by the Company. This supplementary pension  
plan, which is not limited to the Chairman and Chief Executive  
Officer, is described in item 2) below.  
variable portions) received in the 12-month period preceding  
retirement. Pursuant to the provisions of the French law of  
August 21, 2007, which modifies Article L. 225-42-1 of the  
French Commercial Code, such benefit is subject to the  
performance conditions detailed in item 7) below.  
Upon his retirement in 2010, Mr. Demarest was paid a retirement  
benefit of 492,963, the Board of Directors having decided at its  
meeting of May 21, 2010, that each of the three applicable  
performance criteria had been met.  
The sum of the supplementary pension plan benefits and  
external pension plan benefits may not exceed 45% of the  
compensation used as the calculation basis. In the event  
this percentage is exceeded, the supplementary pension is  
reduced accordingly.  
This retirement benefit cannot be combined with the  
compensation for loss of office described in item 5) below.  
4) The Company also funds a life insurance policy for the Chairman  
and the Chief Executive Officer that guarantees a payment,  
upon death, equal to two years’ gross compensation (fixed and  
variable portions), increased to three years upon accidental  
death, as well as, in case of disability, a payment proportional to  
the degree of disability.  
The compensation taken into account when calculating the  
supplementary pension is the retiree’s final three-year average  
gross compensation (fixed and variable portions).  
As of December 31, 2010, Mr. de Margerie’s aggregate benefit  
entitlement under all of the above pension plans would amount  
to 24.40% of his gross annual compensation received in 2010  
5
) If the Chairman and Chief Executive Officer is removed from  
office or his term of office is not renewed by the Company, he is  
entitled to compensation for loss of office equal to two years’  
gross annual compensation. The calculation will be based on the  
gross compensation (including both fixed and variable portions)  
paid in the 12-month period preceding the termination or non-  
renewal of his term of office.  
(fixed base salary from January 1 to May 21, 2010, as Chief  
Executive Officer and from May 22 to December 31, 2010, as  
Chairman and Chief Executive Officer, and variable portion for  
2009, paid in 2010).  
Pension benefits paid to Mr. Desmarest in 2010 are presented  
in the summary table on page 108 of this Registration Document.  
This compensation for loss of office to be paid in the event of a  
change of control or a change of strategy of the Company would  
not be due in the case of gross negligence or willful misconduct  
or if the Chairman and 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.  
2
) The Chairman and the Chief Executive Officer also participate  
in a defined benefit supplementary pension plan financed and  
managed by TOTAL S.A. and open to all employees of the Group  
whose annual compensation is greater than eight times the  
ceiling for calculating French social security contributions  
Pursuant to the provisions of the French law of August 21, 2007,  
which modifies Article L. 225-42-1 of the French Commercial  
Code, such compensation for loss of office is subject to the  
performance conditions described in item 7) below.  
(35,352 in 2011). Compensation above this amount does not  
qualify as pensionable compensation under either government-  
sponsored or industry-wide pension schemes.  
To be eligible for this supplementary pension plan, participants  
must meet specific age and length of service criteria. They must  
also still be employed by the Company upon retirement, unless  
they retire due to disability or had taken early retirement at the  
Group’s initiative after the age of 55.  
6
) Commitments with regard to the pension and life insurance plans  
for the Chairman and Chief Executive Officer and the retirement  
benefit and compensation for loss of office arrangements were  
approved on May 21, 2010 by the Board of Directors and by the  
Shareholders’ Meeting.  
Benefits under the plan depend on the participants’ years of  
service (up to twenty years) and the portion of their gross annual  
compensation (fixed and variable portions) that exceeds eight  
times the ceiling for calculating French social security  
contributions. They are adjusted in line with changes in the value  
of the ARRCO pension point and strictly capped as described  
in item 1) above.  
7
) In addition, in compliance with Article L. 225-42-1 of the French  
Commercial Code, the commitments described in items 3) and  
5) are subject to performance conditions that are deemed to be  
met if at least two of the following three 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%;  
As of December 31, 2010, the Group’s pension obligations  
to Mr. de Margerie under the defined benefit supplementary  
pension plan represented the equivalent of 19.47% of his gross  
annual compensation paid in 2010.  
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%;  
TOTAL’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 rate  
of the four other major international oil companies that are its  
competitors: ExxonMobil, Shell, BP and Chevron.  
3
) The Chairman and the Chief Executive Officer are also entitled  
to a lump-sum retirement benefit equal to that available to eligible  
members of the Group under the French National Collective  
Bargaining Agreement for the Petroleum Industry. This benefit  
amounts to 25% of the gross annual compensation (fixed and  
104  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
In compliance with the AFEP-MEDEF Corporate Governance  
Code, the Board of Directors decided that payment of the  
lump-sum retirement benefit or compensation for loss of office  
shall be subject to demanding performance conditions combining  
both internal and external performance criteria.  
The third and last criterion used by the Board of Directors is  
the Group’s oil and gas production growth compared with that  
of its competitors. This indicator is widely used in the industry  
to measure operational performance and the ability to ensure  
the sustainable development of the Group, most of whose capital  
expenditure is allocated to exploration and production activities.  
The three criteria were selected to take into account the Company’s  
general interest, shareholder interests, and standard market  
practices, especially in the oil and gas industry.  
8) In addition, regarding the implementation of the pension  
commitments described in items 1) and 2) above made by  
the Company for directors for fiscal year 2010:  
More specifically, ROE enables the payment of the retirement benefit  
or compensation for loss of office to be tied to the Company’s  
overall shareholder return. Shareholders can use ROE to gauge the  
Company’s ability to generate profit from the capital they have  
invested and from prior years’ earnings reinvested in the Company.  
– Mr. Desmarest received, due to his previous employment by the  
Group, a supplementary pension amounting to 320,341 for  
2010 (retired since May 22, 2010). The value of the annual  
supplementary pension, for a complete year, would amount to  
nearly 549,155 (December 31, 2010 value) adjusted in line with  
changes in the value of the ARRCO pension point.  
ROACE is used by most oil and gas companies to assess the  
operational performance of average capital employed, regardless  
of whether it is funded by equity or debt. ROACE is an indicator  
of the return on capital employed by the Company for operational  
activities and, as a result, makes it possible to tie the payment  
of the retirement benefit or compensation for loss of office to  
the value created for the Company.  
– For Mr. Tchuruk, the annual supplementary pension related to  
his previous employment by the Group was approximately  
74,914 (December 31, 2010 value), adjusted in line with  
changes in the value of the ARRCO pension point.  
9
) As of December 31, 2010, the total amount of the Group’s  
commitments under pension plans for company officers is equal  
to 28.7 million.  
Chairman and Chief Executive Officer  
Summary table  
as of February 28, 2011  
Employment  
contract  
Benefits or advantages due  
Benefits  
Benefits or advantages  
due or likely to be due  
after termination or change  
of office  
or likely to be due upon termination related to a  
or change of office  
non-compete  
agreement  
Thierry Desmarest  
Chairman of the Board of Directors  
until May 21, 2010  
Member of the Board  
since May 1995(a)  
NO  
NO  
NO  
YES  
(retirement benefit)(c)  
(defined supplementary  
pension plan and corporate  
RECOSUP defined  
contribution pension plan(d)  
also applicable to certain  
Group employees)  
Term of office: May 21, 2010  
Christophe de Margerie  
Chairman and Chief Executive Officer  
Member of the Board  
NO  
YES  
NO  
YES  
(termination benefit)(e)  
(retirement benefit)(e)  
(defined supplementary  
pension plan and corporate  
since February 2007(b)  
(f)  
Term of current office:  
RECOSUP defined  
The Shareholders’ Meeting  
called in 2012 to approve  
the financial statements  
for the year ending  
contribution pension plan(g)  
also applicable to certain  
Group employees)  
December 31, 2011  
(
(
(
(
(
a) Chairman and Chief Executive Officer until February 13, 2007, and Chairman of the Board of Directors from February 14, 2007 to May 21, 2010.  
b) Chief Executive Officer since February 13, 2007 and Chairman and Chief Executive Officer since May 21, 2010.  
c) Payment subject to a performance condition in accordance with the decision of the Board of Directors on February 11, 2009.  
d) Mr. Desmarest’s pension benefit represented a booked expense of 813.57 for the period between January 1 and May 21, 2010.  
e) 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  
and May 21, 2010. The retirement benefit cannot be combined with the compensation for loss of office described above.  
(
(
f) Representing an annual pension that would be equivalent, as of December 31, 2010, to 19.47% of the annual compensation for 2010.  
g) Mr. de Margerie’s pension benefit represented a booked expense of 2,077.20 for fiscal year 2010.  
TOTAL. Registration Document 2010  
105  
Corporate governance  
5
Compensation for the administration and management bodies  
5.7. Stock options and restricted share grants policy  
5
.7.1. General policy  
For the 2008 Plan, the performance condition stated that the  
restricted shares will be finally granted based on the ROE of the  
Group related to the fiscal year preceding the year of the final grant.  
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.  
is equal to zero if the ROE is less than or equal to 10%;  
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 beneficiaries  
and the number of options or restricted shares awarded to each  
beneficiary. The Board of Directors then gives final approval for this list.  
varies on a straight-line basis between 0% and 80% if the ROE  
is more than 10% and less than 18%;  
– varies on a straight-line basis between 80% and 100% if the  
ROE is more than or equal to 18% and less than 30%; and  
Stock options have a term of eight years, with an exercise price set  
at the average of the closing TOTAL share prices on Euronext Paris  
during the twenty trading days prior to the grant date, without any  
discount being applied. For the option plans established after 2002,  
options may only be exercised after an initial two-year vesting  
period and the shares issued upon exercise are subject to a  
two-year mandatory holding period. For the 2007, 2008, 2009 and  
– is equal to 100% if the ROE is more than or equal to 30%.  
Due to the application of the performance condition, the acquisition  
rate was 60% for the 2008 Plan.  
The grant of these options or restricted shares is used to extend,  
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 remployees), which allows employees to be more closely  
associated with TOTAL’s financial and stock market performance  
2010 option plans, options awarded to employees of non-French  
subsidiaries can be converted to bearer form or transfered as soon  
as the 2-year non-transferability period ends.  
(
see pages 121 and 122 of this Registration Document).  
Restricted shares awarded under selective plans become final after  
a two-year vesting period, subject to a continued employment  
condition and a performance condition based on the return on  
equity (ROE) of the Group. This performance condition is defined  
in advance by the Board of Directors on recommendations by  
the Compensation Committee. At the end of this vesting period,  
and provided that the conditions set are satisfied, the restricted  
share grants are finally awarded. However, these shares may not be  
transfered prior to the end of an additional two-year mandatory  
holding period. For beneficiaries outside of France, the vesting  
period for restricted shares may be increased to four years; in such  
case, there would be no mandatory holding period.  
In addition, the Board of Directors decided at its meeting of  
May 21, 2010 to implement a global free share plan intended  
for the Group’s employees, that is more than 100,000 employees.  
On June 30, 2010, rights to 25 free shares were granted to every  
employee. The shares are subject to a vesting period of two to four  
years depending on the case. The shares granted are not subject  
to any performance condition. They will be issued at the end  
of the vesting period.  
5
.7.2. Grants to the Chairman, Chief  
Executive Officer and executive officers  
For the 2010 restricted share grants, the Board of Directors  
decided that, provided that the continued employment condition  
is satisfied, 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 calculated by the Group based on TOTAL’s consolidated balance  
sheet and statement of income for fiscal years 2010 and 2011.  
The aquisition rate:  
Pursuant to Article L. 225-185 of the French Commercial Code  
as modified by the provisions of French law No. 2006-1770  
of December 20, 2006, the Board of Directors decided that, for  
the 2007, 2008, 2009 and 2010 share subscription option plans,  
the corporate officers (the Chairman of the Board and the Chief  
Executive Officer, and as from May 21, 2010 the Chairman and  
Chief Executive Officer) will have to hold for as long as they remain  
in office, a number of TOTAL shares representing 50% of the capital  
gains, net of tax and other deductions, resulting from the exercise  
of stock options under these plans. Once the Chairman and Chief  
Executive Officer hold a number of shares (directly or through  
collective investment funds invested in Company stock)  
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 7% and less than 18%; and  
is equal to 100% if the average ROE is more than or equal to 18%.  
corresponding to more than five times their current gross annual  
fixed compensation, this holding requirement will be reduced to  
10%. If in the future this ratio is no longer met, the previous 50%  
holding requirement will once again apply.  
For the 2009 restricted share grants, the Board of Directors  
decided that, provided that the continued employment condition  
is satisfied, 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:  
Mr. Desmarest, Chairman of the Board of Directors until May 21, 2010,  
was not awarded any share subscription options under the 2008,  
2009 and 2010 plans. In addition, he was not awarded any  
restricted shares under plans in the period from 2005 to 2010.  
The Chairman and Chief Executive Officer has been awarded share  
subscription options, the exercise of which has been subject, since  
is equal to zero if the average ROE is less than or equal to 7%;  
2007, to performance conditions based on the Group’s ROE and  
varies on a straight-line basis between 0% and 100% if the  
average ROE is more than 7% and less than 18%; and  
ROACE. The reasons for selecting these criteria are detailed in  
paragraph 5.6 - Pension and Other Commitments, item 8 above.  
is equal to 100% if the average ROE is more than or equal to 18%.  
106  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
The Chairman and Chief Executive Officer was not awarded any  
restricted shares as part of the plans in the period 2006 to 2010.  
– is equal to 100% if the average ROE is more than or equal to 18%.  
2009 share subscription option plan: as part of the 2009 share  
The Chairman and Chief Executive Officer has given a commitment  
not to hedge the price risk on the TOTAL stock options and shares  
he has been granted up to date, and on the shares he holds.  
subscription option plan, the Board of Directors decided that,  
provided that the continued employment condition is satisfied,  
the number of options finally awarded to the Chief Executive Officer  
will be subject to two performance conditions:  
2010 share subscription option plan: as part of the 2010 share  
subscription option plan, the Board of Directors decided that,  
provided that the continued employment condition is satisfied,  
the number of options finally granted to the Chairman and Chief  
Executive Officer will be subject to two performance conditions:  
– 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 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. The average ROE is calculated  
by the Group based on TOTAL’s consolidated balance sheet and  
statement of income for fiscal years 2010 and 2011. 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 7% and less than 18%, and is equal to 100% if  
the average ROE is more than or equal to 18%.  
7% and less than 18%, and is equal to 100% if the average ROE  
is more than or equal to 18%.  
– For 50% of the share subscription options granted, the  
performance condition states that the number of options 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 100% if the average  
ROACE is more than or equal to 15%.  
For 50% of the share subscription options granted, the  
performance condition states that the number of options finally  
granted is based on the average ROACE of the Group calculated  
based on TOTAL’s consolidated balance sheet and statement of  
income for fiscal years 2010 and 2011. 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 100% if the average ROACE is more than or equal to 15%.  
In addition, the Board of Directors decided that, provided that the  
continued employment condition is satisfied, for each beneficiary  
other than the Chief Executive Officer 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  
In addition, as part of the 2010 share subscription option plan  
and provided that the continued employment condition is satisfied,  
the Board of Directors decided that:  
for each grantee of up to 3,000 options, other than the Chairman  
and Chief Executive Officer, the options will be finally granted;  
2
010. The aquisition rate:  
for each grantee of more than 3,000 options and less  
than or equal to 50,000 options (other than the Chairman  
and Chief Executive Officer):  
– 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 7% and less than 18%; and  
-
the first 3,000 options and two-thirds of the options in excess  
of this number will be finally granted to their beneficiary;  
the outstanding options, that is one-third of the options  
in excess of the first 3,000 options, will be granted provided  
that the performance condition described below is fulfilled.  
-
– is equal to 100% if the average ROE is more than or equal to 18%.  
008 share subscription option plan: as part of the 2008 share  
2
subscription option plan, the Board decided that, provided that  
the continued employment condition is satisfied, 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 number  
of options granted 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:  
For each grantee of more than 50,000 options, other than  
the Chairman and Chief Executive Officer:  
-
the first 3,000 options, two-thirds of the options above the first  
,000 options and below the first 50,000 options, and one-third  
3
of the options in excess of the first 50,000 options, will be  
finally granted to their beneficiary;  
-
the remaining options, that is one-third of the options above the  
first 3,000 options and below the first 50,000 options, and two-thirds  
of the options in excess of the first 50,000 options, will be finally  
granted provided that the performance condition is fulfilled.  
is equal to zero if the ROE is less than or equal to 10%;  
varies on a straight-line basis between 0% and 80% if the ROE  
is more than 10% and less than 18%;  
This condition states that the number of options finally granted is  
based on the average Return on Equity (ROE) of the Group.  
The average ROE is calculated by the Group based on TOTAL’s  
consolidated balance sheet and statement of income for fiscal  
years 2010 and 2011. The acquisition rate:  
– varies on a straight-line basis between 80% and 100% if the  
ROE is more than or equal to 18% and less than 30%; and  
is equal to 100% if the ROE is more than or equal to 30%.  
is equal to zero if the average ROE is less than or equal to 7%;  
The acquisition rate applicable to the subscription options that were  
subject to the performance condition of the 2008 plan was 60%.  
varies on a straight-line basis between 0% and 100%  
if the average ROE is more than 7% and less than 18%; and  
TOTAL. Registration Document 2010  
107  
Corporate governance  
5
Compensation for the administration and management bodies  
5.8. Summary table for the Chairman and the Chief Executive Officer  
(AFEP-MEDEF Code for corporate governance of listed companies)  
5
.8.1. Summary of compensation, stock options and restricted shares awarded  
to the Chairman and the Chief Executive Officer  
For the year ended  
()  
2010  
2009  
Thierry Desmarest  
Chairman of the Board of Directors (until May 21, 2010)  
Compensation due for fiscal year(a)  
Value of options awarded  
1,604,039  
1,971,852  
-
-
-
-
Value of restricted shares awarded  
Total  
1,604,039  
1,971,852  
Christophe de Margerie  
Chief Executive Officer (until May 21, 2010)  
Chairman and Chief Executive Officer (since May 21, 2010)  
Compensation due for fiscal year as Chief Executive Officer(a)  
Compensation due for fiscal year as Chairman and Chief Executive Officer(a)  
In-kind benefits(b)  
1,030,359  
1,977,763  
6,908  
1,387,200  
-
2,666,991  
-
6,780  
1,676,000  
-
Value of options awarded(c)  
Value of restricted shares awarded  
Total  
4,402,230  
4,349,771  
(
(
(
a) Compensation detailed in the following table.  
b) Mr. de Margerie has the use of a company car.  
c) Options awarded in 2010 are detailed on page 110 of this Registration Document. The value of options awarded was calculated on the day when they were awarded using the Black-  
Scholes model based on the assumptions used for the consolidated accounts (see Note 25 to the Consolidated Financial Statement).  
5.8.2. Compensation of the Chairman and the Chief Executive Officer  
For the year ended 2010 For the year ended 2009  
Amount due  
for 2010  
Amount paid  
in 2010(  
Amount due  
for 2009  
Amount paid  
a)  
(a)  
()  
in 2009  
Thierry Desmarest  
Chairman of the Board of Directors (until May 21, 2010)  
Fixed compensation  
Variable compensation(b)  
Extraordinary compensation(c)  
Pension benefits(d)  
Directors’ fees(e)  
In-kind benefits  
428,763  
322,644  
492,963  
320,341  
39,328  
-
428,763  
871,852  
492,963  
320,341  
39,328  
-
1,100,000  
871,852  
1,100,000  
969,430  
-
-
-
-
-
-
-
-
Total  
1,604,039  
2,153,247  
1,971,852  
2,069,430  
a) Variable portion paid for prior fiscal year.  
(
b) The variable portion for the Chairman of the Board 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 the other major international oil companies that are its competitors, as well as the Chairman of the Board’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  
substantially fulfilled in 2010.  
(
(
(
c) Retirement benefit received.  
d) Retirement benefit received in 2010 under the RECOSUP pension scheme and the defined supplementary pension plan.  
e) Directors’ fees received for the directorship after May 21, 2010; Mr. Desmarest did not receive any directors’ fees when serving in the position of Chairman of the Board.  
108  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
For the year ended 2010 For the year ended 2009  
Amount due  
for 2010  
Amount paid  
in 2010(  
Amount due  
for 2009  
Amount paid  
a)  
(a)  
()  
in 2009  
Christophe de Margerie  
Chief Executive Officer (until May 21, 2010)  
Chairman and Chief Executive Officer (since May 21, 2010)  
Fixed compensation  
1,426,452(b) 1,426,452(b)  
1,581,670(d) 1,356,991  
1,310,000  
1,356,991  
1,310,000  
1,552,875  
Variable compensation(c)  
Extraordinary compensation  
Directors’ fees  
In-kind benefits(e)  
-
-
-
-
-
-
-
-
6,908  
6,908  
6,780  
6,780  
Total  
3,015,030  
2,790,351  
2,673,771  
2,869,655  
(
(
(
a) Variable portion paid for prior fiscal year.  
b) Includes a fixed portion of 507,097 for the period between January 1 and May 21, 2010 and 919,355 for the period between May 22 and December 31, 2010.  
c) The variable portion for the Chairman and 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 the other major international oil companies that are its competitors as well as the Chairman and Chief Executive Officer’s personal contribution based on operational  
target criteria. The variable portion can reach a maximum amount of 165% of the fixed base salary. The objectives related to personal contribution were considered to be mostly met in 2010.  
d) Including a variable portion of 523,262 for the period between January 1 to May 21 2010, and 1,058,408 for the period between May 22 and December 31, 2010.  
e) Mr. de Margerie has the use of a company car.  
(
(
5.8.3. 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 Code, 1st and 2nd paragraphs)  
(
Gross amount ()  
2010  
2009  
(
a)  
(a)  
(a)  
Christophe de Margerie  
Thierry Desmarest(b)  
(a)  
Patrick Artus(b)  
Patricia Barbizet(c)  
Daniel Bouton  
55,000  
27,656  
107,000  
55,000  
39,328  
127,929(e)  
71,000  
45,000  
95,000  
45,000  
79,000  
55,000  
71,000  
142,000  
104,639(g)  
94,192  
60,000  
-
Gunnar Brock(d)  
Claude Clément(  
Bertrand Collomb  
Paul Desmarais Jr.  
Bertrand Jacquillat  
Anne Lauvergeon  
Peter Levene of Portsoken  
Claude Mandil  
d)  
-
75,000  
48,000  
95,000  
45,000  
69,000  
55,000  
70,000  
116,000  
154,379(g)  
Michel Pébereau  
Thierry de Rudder  
Serge Tchuruk(f)  
(
(
(
(
(
(
(
a) For Mr. Desmarest and the Chairman and Chief Executive Officer, a summary table of compensations is provided on pages 108 to 111 of this Registration Document.  
b) Member of the Compensation Committee since May 21, 2010.  
c) Chairperson of the Audit Committee since July 28, 2009.  
d) Director since May 21, 2010.  
e) Including the directors fees received, representing 32,328, as well as the compensation received from Total Raffinage Marketing (a subsidiary of TOTAL S.A.), representing 95,601 in 2010.  
f) Director until May 21, 2010.  
g) Including pension payments related to previous employment by the Group, which amounted to 74,379 in 2009 and 74,914 in 2010.  
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. Clément, who is an employee of Total Raffinage Marketing. The compensation indicated in the table above  
(
(
except for that of the Chairman and Chief Executive Officer and Messrs. Desmarest, Clément and Tchuruk) 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.  
TOTAL. Registration Document 2010  
109  
Corporate governance  
5
Compensation for the administration and management bodies  
5.8.4. Stock options awarded in 2010 to the Chairman and the Chief Executive Officer  
Detailed stock option plans for the Chairman and the Chief Executive Officer are provided on pages 115 and 116 of this Registration Document.  
Date of plan  
Type of  
options  
Value of  
Number  
of options  
awarded  
during  
Exercise  
price ()  
Exercise  
period  
Performance  
conditions  
options  
(
)(  
a)  
fiscal year(  
b)  
Thierry Desmarest  
Chairman of the  
Board of Directors  
2010 Plan Subscription  
09/14/2010 options  
-
-
-
-
-
(until May 21, 2010)  
Total  
-
-
Christophe  
de Margerie  
Chief Executive  
Officer  
2010 Plan Subscription  
09/14/2010 options  
1,387,200  
240,000  
38.20 09/15/2012 For 50% of the options,  
09/14/2018 the condition is based on  
the average ROE for  
the Group ’s 2010 and 2011  
fiscal years.  
(until May 21, 2010)  
Chairman and  
Chief Executive  
Officer  
For 50% of the options,  
the condition is based on  
the average ROACE for  
the Group ’s 2010 and 2011  
fiscal years.  
(since May 21, 2010)  
Total  
1,387,200  
240,000  
(
a) The value of options awarded was calculated on the day they were awarded 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 14, 2010, the Board of Directors decided that, for the Chairman and Chief Executive Officer, the number  
of share subscription options that are likely to be exercised will be subject to performance conditions (see pages 106 and 107 of this Registration Document).  
5.8.5. Stock options exercised in 2010 by the Chairman and the Chief Executive Officer  
Detailed stock option plans for the Chairman and the Chief Executive Officer are provided on pages 115 and 116 of this Registration Document.  
Date of plan  
Grant date)  
Number  
of options  
exercised  
during  
Exercise  
price  
()  
(
fiscal year  
Thierry Desmarest  
2002 Plan  
25,372  
39.03  
Chairman of the Board of Directors (until May 21, 2010)  
07/09/2002  
Total  
25,372  
Christophe de Margerie  
-
-
-
Chief Executive Officer (until May 21, 2010)  
Chairman and Chief Executive Officer (since May 21, 2010)  
Total  
-
110  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
5
.8.6. Restricted share grants awarded in 2010 for the Chairman, the Chief Executive Officer  
or any director (conditional grant)  
Date of plan  
Number  
of shares  
awarded  
during  
Value of  
shares  
()  
Acquisition  
date  
Availability  
date  
Performance condition  
fiscal year  
Thierry Desmarest  
Chairman of the Board of Directors  
2010 Plan  
09/14/2010  
-
-
-
-
-
-
-
-
-
(until May 21, 2010)  
Christophe de Margerie  
Chief Executive Officer  
2010 Plan  
09/14/2010  
-
(
until May 21, 2010)  
Chairman and Chief Executive Officer  
since May 21, 2010)  
(
Claude Clément  
Director representing  
employee shareholders  
2010 Plan  
09/14/2010  
240  
35.03 09/15/2012 09/15/2014  
Condition based on  
the Group’s average ROE  
for fiscal years 2010 and  
2
011(a)  
2010 Global Plan  
25  
32.70  
07/01/2012 07/01/2014  
-
06/30/2010  
Total  
265  
(a) The performance condition applies to half of the shares awarded in excess of 100 shares.  
5
.8.7. Restricted shares finally awarded in 2010 for the Chairman, the Chief Executive Officer  
or any director  
Date of plan  
Number  
of shares  
Acquisition condition  
finally awarded  
during  
fiscal year(  
a)  
Thierry Desmarest  
Chairman of the Board of Directors (until May 21, 2010)  
2008 Plan  
10/09/2008  
-
-
-
-
Christophe de Margerie  
2008 Plan  
Chief Executive Officer (until May 21, 2010)  
Chairman and Chief Executive Officer (since May 21, 2010)  
10/09/2008  
Claude Clément  
Director representing employee shareholders  
2008 Plan  
10/09/2008  
300  
Condition based on the  
Group’s ROE for fiscal  
year 2009(b)  
Total  
300  
(
a) Shares finally awarded to the beneficiaries after a 2-year vesting period, i.e. on October 10, 2010.  
(
b) The acquisition rate of the shares granted, linked to the performance condition, was 60%. By decision of the Board of Directors at its meeting on September 9, 2008,  
Mr. Clément was awarded 500 restricted shares on October 9, 2008. Moreover, the transfer of the restricted shares finally awarded will only be permitted after the end  
of a 2-year mandatory holding period, i.e. from October 10, 2012.  
TOTAL. Registration Document 2010  
111  
Corporate governance  
5
Compensation for the administration and management bodies  
5.9. TOTAL stock option 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 2010.  
Number of  
beneficiaries  
Number of  
options  
Percentage  
Average  
number of  
options per  
awarded(  
a)  
(a)  
beneficiary  
2
002 Plan(b)(d)(e): Purchase options  
Decision of the Board on July 9, 2002  
Exercise price: 158.30; discount: 0.0%  
Exercise price as of May 24, 2006: 39.03(  
Executive officers(c)  
Senior managers  
Other employees  
28  
299  
3,537  
333,600  
732,500  
1,804,750  
11.6%  
25.5%  
62.9%  
11,914  
2,450  
510  
a)  
a)  
a)  
a)  
Total  
3,864  
2,870,850  
100%  
743  
2
003 Plan(b)(d): Subscription options  
Decision of the Board on July 16, 2003  
Exercise price: 133.20; discount: 0.0%  
Exercise price as of May 24, 2006: 32.84(  
Executive officers(c)  
Senior managers  
Other employees  
28  
319  
3,603  
356,500  
749,206  
1,829,600  
12.2%  
25.5%  
62.3%  
12,732  
2,349  
508  
Total  
3,950  
2,935,306  
100%  
743  
(d)  
004 Plan : Subscription options  
2
Decision of the Board on July 20, 2004  
Exercise price: 159.40; discount: 0.0%  
Exercise price as of May 24, 2006: 39.30(  
Executive officers(c)  
Senior managers  
Other employees  
30  
319  
3,997  
423,500  
902,400  
2,039,730  
12.6%  
26.8%  
60.6%  
14,117  
2,829  
510  
Total  
4,346  
3,365,630  
100%  
774  
(d)  
005 Plan : Subscription options  
2
Decision of the Board on July 19, 2005  
Exercise price: 198.90; discount: 0.0%  
Exercise price as of May 24, 2006: 49.04(  
Executive officers(c)  
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  
Total  
2,721  
1,526,120  
100%  
561  
(
d)  
Executive officers(c)  
Senior managers  
Other employees  
2
006 Plan : Subscription options  
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(d)(e): Subscription options  
Executive officers(c)  
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(d)(e)(f): Subscription options  
Executive officers(c)  
Senior managers  
Other employees  
26  
298  
1,690  
1,227,500  
1,988,420  
1,233,890  
27.6%  
44.7%  
27.7%  
47,212  
6,673  
730  
(g)  
Awarded on October 9, 2008  
Exercise price: 42.90; discount: 0.0%  
Total  
2,014  
4,449,810  
100%  
2,209  
2
009 Plan(d)(e): Subscription options  
Executive officers(c)  
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  
2
010 Plan(d)(e): Subscription options  
Executive officers(c)  
Senior managers  
Other employees  
25  
282  
1,790  
1,348,100  
2,047,600  
1,392,720  
28.2%  
42.8%  
29.0%  
53,924  
7,261  
778  
Decision of the Board on September 14, 2010  
Exercise price: 38.20; discount: 0.0%  
Total  
2,097  
4,788,420  
100%  
2,283  
(
a) To take into account the spin-off of Arkema, pursuant to Articles 174-9, 174-12 and 174-13 of Decree No. 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) 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.  
c) Members of the Management Committee and the Treasurer as of the date of the Board meeting awarding the options. Mr. Desmarest has no longer been a member of  
the Management Committee since February 14, 2007. Mr. Desmarest was awarded 110,000 options under the 2007 Plan and no option under the 2008 and 2009 plans.  
d) The 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 (except for the 2008 Plan). The continued  
employment condition states that the termination of the employment contract will also terminate the grantee’s right to exercise the options.  
e) 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  
from the date of the grant.  
(
(
f) For the 2008 Plan, the options acquisition rate, linked to the performance condition, was 60%.  
(g) Decision of the Board on September 9, 2008.  
112  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
5.10. TOTAL stock options as of December 31, 2010  
5.10.1. Outstanding TOTAL stock option plans  
2002 Plan  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Total  
Type of options  
Purchase Subscription Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
options options options options options options options options options  
Date of the  
Shareholders’  
Meeting  
05/17/2001 05/17/2001 05/14/2004 05/14/2004 05/14/2004 05/11/2007 05/11/2007 05/11/2007 05/21/2010  
07/09/2002 07/16/2003 07/20/2004 07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009 09/14/2010  
Grant date(a)  
Total number  
of options  
awarded,  
including(b)  
:
11,483,400 11,741,224 13,462,520  
6,104,480  
5,727,240  
5,937,230  
4,449,810  
4,387,500 4,788,420 68,081,824  
Directors(c)  
240,000  
240,000  
240,000  
240,720  
400,720  
310,840  
200,660  
200,000  
240,000  
2,312,940  
-
-
-
-
D. Boeuf  
n/a  
240,000  
n/a  
n/a  
240,000  
n/a  
-
240,000  
n/a  
720  
240,000  
n/a  
720  
240,000  
160,000  
n/a  
840  
110,000  
200,000  
n/a  
660  
-
-
-
n/a  
2,940  
1,310,000  
1,000,000  
-
T. Desmarest  
C. de Margerie  
C. Clément  
-
240,000  
-
200,000  
n/a  
200,000  
n/a  
n/a  
n/a  
n/a  
n/a  
Additional grant  
-
-
24,000  
134,400  
-
-
-
-
-
158,400  
Adjustments related  
to the spin-off  
of Arkema(d)  
165,672  
163,180  
196,448  
90,280  
-
-
-
-
-
615,580  
Date as of which  
the options may  
be exercised  
07/10/2004 07/17/2005 07/21/2006 07/20/2007 07/19/2008 07/18/2009 10/10/2010 09/16/2011 09/15/2012  
07/09/2010 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018  
Expiry date  
Exercise price ()(e)  
39.03  
6,878,373  
4,770,699  
32.84  
6,072,598  
97,362  
39.30  
1,050,178  
293,943  
49.04  
50.60  
60.10  
42.90  
39.90  
38.20  
Cumulative number  
of options exercised  
as of 12/31/2010  
38,497  
8,620  
-
-
1,080  
-
Cumulative number  
of options canceled  
as of 12/31/2010  
111,807  
77,734  
70,785  
100,652  
14,650  
1,120  
Number of options:  
-
outstanding as of  
January 1, 2010  
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  
4,788,420  
-
-
-
awarded in 2010  
-
-
(15,660)  
-
(6,584)  
-
-
(4,800)  
-
-
(5,220)  
-
-
(92,472)  
-
4,788,420  
canceled in 2010(f)(g) (4,671,989)  
(1,420)  
(4,040)  
(1,080)  
(1,120) (4,803,305)  
(2,481,319)  
exercised in 2010 (1,263,272) (1,075,765)  
(141,202)  
-
Outstanding  
as of 12/31/2010  
-
5,734,444 12,338,847  
6,178,856  
5,640,886  
5,866,445  
4,349,158  
4,371,890  
4,787,300 49,267,826  
(
(
(
(
a) The grant date is the date of the Board meeting awarding the options, except for the share subscription option plan of October 9, 2008, approved by the Board on September 9, 2008.  
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 grant.  
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 were made on May 22, 2006 effective  
as 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 223 to 226 of this Registration Document.  
(
(
f) Out of the 4,671,989 options canceled in 2010, 4,671,145 options that were not exercised expired due to the expiry of the 2002 purchase option plan on July 9, 2010.  
g) Out of the 92,472 options awarded under the 2008 Plan that were canceled, 88,532 options were canceled due to the application of the performance condition.  
The acquisition rate applicable to the subscription options that were subject to the performance condition of the 2008 plan was 60%.  
TOTAL. Registration Document 2010  
113  
Corporate governance  
5
Compensation for the administration and management bodies  
If all the outstanding stock options as of December 31, 2010 were exercised, the corresponding shares would represent 2.05%(1)  
of the Company’s potential share capital as of such date.  
5
.10.2. TOTAL stock options awarded to executive officers (Management Committee  
and Treasurer) as of December 31, 2010  
2002 Plan  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Total  
Type of options  
Expiry date  
Purchase Subscription Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
options options options options options options options options options  
07/09/2010 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018  
Exercise price ()(a)  
Options awarded  
by the Board(b)  
Adjustments  
39.03  
32.84  
39.30  
49.04  
50.60  
60.10  
42.90  
39.90 38.20  
1,169,800 1,348,100  
560,200  
635,704  
796,800  
689,680  
823,720  
1,000,840  
1,101,200  
8,126,044  
36,544  
related to the  
spin-off of Arkema(c)  
7,568  
8,120  
11,248  
9,608  
-
-
-
-
-
Options  
outstanding  
as of 01/01/2010  
243,232  
-
291,337  
705,048  
699,416  
823,720  
1,000,840  
1,101,200  
1,169 800  
-
6,034,593  
1,348,100  
(135,772)  
(301,031)  
Options awarded  
in 2010  
-
(25,172)  
-
-
(90,000)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,348,100  
Options exercised  
in 2010  
(20,600)  
(222,632)  
-
-
Options canceled  
in 2010(d)(e)  
(78,399)  
Options  
outstanding  
as of 12/31/2010  
-
266,165  
615,048  
699,416  
823,720  
1,000,840  
1,022,801  
1,169,800  
1,348,100  
6,945,890  
(
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 223 to 226 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 were made on May 22, 2006 effective as of  
May 24, 2006.  
(
(
d) Out of the 301,031 options canceled in 2010, 222,632 options that were not exercised expired due to the expiry of the 2002 purchase option plan on July 9, 2010.  
e) 78,399 options of the 2008 plan were canceled due to the application of the performance condition. The acquisition rate applicable to the subscription options that were subject  
to the performance condition of the 2008 plan was 60%.  
As part of the 2007, 2008 and 2009 share subscription option plans, the Board of Directors decided that for each beneficiary of more  
than 25,000 options, one-third of the options awarded in excess of this number be subject to a performance condition. For the 2010 share  
subscription option plan, beneficiaries of more than 3,000 options are subject to a performance condition for part of the options  
(see pages 106 and 107 of this Registration Document).  
In addition, Mr. Clément, the director representing employee shareholders, has not exercised any option in 2010 and has not been awarded  
any share subscription options by the 2010 Plan.  
(1) Out of a total potential share capital of 2,398,908,757 shares (see page 157 of this Registration Document).  
114  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
5
.10.3. TOTAL stock options awarded to Mr. Desmarest,  
Chairman of the Board of TOTAL S.A. until May 21, 2010  
2002 Plan  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Total  
Type of options  
Expiry date  
Purchase Subscription Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
options options options options options options options options options  
07/09/2010 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018  
Exercise price ()(a)  
Options awarded  
by the Board(b)  
39.03  
32.84  
39.30  
49.04  
50.60  
60.10  
42.90  
-
39.90  
-
38.20  
-
-
240,000  
240,000  
240,000  
240,000  
240,000  
110,000  
1,310,000  
Adjustments  
related to the  
spin-off of Arkema(c)  
Options outstanding  
as of 01/01/2010  
3,372  
2,476  
3,372  
3,372  
-
-
-
-
-
12,592  
25,372  
-
243,372  
243,372  
240,000  
110,000  
-
-
-
862,116  
Options awarded  
in 2010  
-
(25,372)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(25,372)  
-
Options exercised  
in 2010  
Options canceled  
in 2010  
Options  
outstanding as  
of 12/31/2010  
-
-
243,372  
243,372  
240,000  
110,000  
-
-
-
836,744  
(
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 223 to 226 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 were made on May 22, 2006  
effective as of May 24, 2006.  
As of December 31, 2010, the outstanding options of Mr. Desmarest, Chairman of the Board of Directors until May 21, 2010, represented  
.035%(1) of the Company’s potential share capital as of such date.  
0
(1) Out of a total potential share capital of 2,398,908,757 shares (see page 157 of this Registration Document).  
TOTAL. Registration Document 2010  
115  
Corporate governance  
5
Compensation for the administration and management bodies  
5
.10.4. TOTAL stock options awarded to Mr. de Margerie,  
Chairman and Chief Executive Officer of TOTAL S.A.  
2002 Plan  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Total  
Type of options  
Expiry date  
Purchase Subscription Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
options options options options options options options options options  
07/09/2010 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018  
Exercise price ()(a)  
Options awarded  
by the Board(b)  
39.03  
32.84  
39.30  
49.04  
50.60  
60.10  
42.90  
39.90  
38.20  
112,000  
112,000  
128,000  
130,000  
160,000  
200,000  
200,000  
200,000  
240,000  
1,482,000  
Adjustments related  
to the spin-off  
of Arkema(c)  
1,576  
1,576  
1,800  
1,828  
-
-
-
-
-
6,780  
Options outstanding  
as of 01/01/2010  
113,576  
113,576  
129,800  
131,828  
160,000  
200,000  
200,000  
200,000  
-
1,248,780  
Options awarded  
in 2010  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
240,000  
240,000  
-
Options exercised  
in 2010  
-
-
Options canceled  
in 2010(d)(e)  
(113,576)  
(23,333)  
(136,909)  
Options  
outstanding as  
of 12/31/2010  
-
113,576  
129,800  
131,828  
160,000  
200,000  
176 667  
200,000  
240,000  
1,351,871  
(
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 223 to 226 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 were made on May 22, 2006  
effective as of May 24, 2006.  
(
(
d) 113,576 options that were not exercised expired due to the expiry of the 2002 purchase option plan on July 9, 2010.  
e) The acquisition rate applicable to the subscription options that were subject to the performance condition of the 2008 Plan was 60%.  
As part of the 2007, 2008, 2009 and 2010 plans, the Board has conditioned the grant of these options to the Chairman and Chief Executive  
Officer on the satisfaction of performance conditions (see pages 106 and 107 of this Registration Document). For the 2008 Plan, the  
acquisition rate, linked to the performance condition, was 60%.  
As of December 31, 2010, the outstanding options of the Chairman and Chief Executive Officer represented 0.056%(1) of the Company’s  
potential share capital as of such date.  
(1) Out of a total potential share capital of 2,398,908,757 shares (see page 157 of this Registration Document).  
116  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
5
.10.5. 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 exercised  
Exercise  
price ()  
Grant date(a)  
Expiry date  
Options awarded in 2010 to the ten employees  
of TOTAL S.A., or any company in the Group,  
receiving the largest number of options  
742,000  
38,20  
09/14/2010 09/14/2018  
Options exercised in 2010 by the ten employees  
of TOTAL S.A., or any company in the Group,  
exercising the largest number of options(b)  
75,858  
79,793  
24,000  
39,03  
32,84  
39,30  
07/09/2002 07/09/2010  
07/16/2003 07/16/2011  
07/20/2004 07/20/2012  
179,651  
36,32(c)  
(
(
a) The grant date is the date of the Board meeting awarding the options.  
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 223 to 226 of this Registration Document.  
c) Weighted-average price.  
(
TOTAL. Registration Document 2010  
117  
Corporate governance  
5
Compensation for the administration and management bodies  
5.11. TOTAL restricted share grants  
5.11.1. Global free TOTAL share plan  
In addition to the restricted shares granted, the Board of Directors decided at its meeting on May 21, 2010, to implement a global free share  
plan intended for all the Group employees, that is more than 100,000 employees. On June 30, 2010, rights to 25 free shares were granted  
to every employee. The shares are subject to a vesting period of two to four years depending on the case. However, the shares awarded are  
not subject to a performance condition. Following the vesting period, the shares will be issued.  
5.11.2. Breakdown of restricted TOTAL share grants  
The following table gives a breakdown of restricted share grants by category of grantee (executive officers, senior managers and other employees).  
Number of  
beneficiaries  
Number of  
restricted  
shares  
Percentage  
Average  
number  
of restricted  
shares per  
beneficiary  
awarded(  
a)  
2
005 Plan(b)  
Decision of the Board on July 19, 2005  
Executive officers(c)  
Senior managers  
Other employees(d)  
29  
330  
6,956  
13,692  
74,512  
481,926  
2.4%  
13.1%  
84.5%  
472  
226  
69  
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(d)  
26  
304  
7,509  
49,200  
273,832  
1,952,332  
2.2%  
12.0%  
85.8%  
1,892  
901  
260  
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(d)  
26  
297  
8,291  
48,928  
272,128  
2,045,309  
2.1%  
11.5%  
86.4%  
1,882  
916  
247  
Total  
8,614  
2,366,365  
100%  
275  
2
008 Plan(b)  
Executive officers(c)  
Senior managers  
Other employees(d)  
25  
300  
9,028  
49,100  
348,156  
2,394,712  
1.8%  
12.5%  
85.8%  
1,964  
1,161  
265  
Grant on October 9, 2008, by decision of the Board  
on September 9, 2008  
Total  
9,353  
2,791,968  
100%  
299  
2
009 Plan  
Executive officers(c)  
Senior managers  
Other employees(d)  
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  
Total  
10,002  
2,972,018  
100%  
297  
2
010 Plan(e)  
Decision of the Board on September 14, 2010  
Executive officers(c)  
Senior managers  
Other employees(d)  
24  
283  
10,074  
46,780  
343,080  
2 620,151  
1.6%  
11.4%  
87.0%  
1,949  
1,212  
260  
Total  
10,381  
3,010,011  
100%  
290  
(
(
(
(
(
a) The number of restricted shares awarded 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 awarded, linked to the performance conditions, were 100%. For the 2008 Plan, the acquisition rate, linked  
to the performance condition, was 60%.  
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 awarded any restricted shares.  
d) Mr. Clément, employee of Total Raffinage Marketing, a subsidiary of TOTAL S.A. and the director of TOTAL S.A. representing employee shareholders, was awarded 320 restricted shares  
under the 2005 Plan, 200 restricted shares under the 2007 Plan, 500 restricted shares under the 2008 Plan and 240 restricted shares under the 2010 Plan.  
e) Excluding free shares granted as part of the 2010 global free share plan.  
The grant of these restricted shares, which were bought back by the Company on the market, will become final after a 2-year vesting period.  
This final grant is subject to continued employment and condition performances (see pages 106 and 107 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.  
118  
TOTAL. Registration Document 2010  
Corporate governance  
Compensation for the administration and management bodies  
5
5.12. Restricted share plans as of December 31, 2010  
5.12.1. Restricted share plans as of December 31, 2010  
2
005 Plan(a)  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Date of the Shareholders’ Meeting  
Grant date(b)  
05/17/2005 05/17/2005 05/17/2005  
07/19/2005 07/18/2006 07/17/2007  
05/16/2008 05/16/2008 05/16/2008  
10/09/2008 09/15/2009 09/14/2010  
Closing price on grant date(c)  
52.13  
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 3,010,011  
39.425  
39.11  
Average repurchase price per share paid by the Company 51.62  
Total number of restricted shares awarded, including to 2,280,520  
-
-
Directors(d)  
Ten employees with largest grants(e)  
416  
-
240  
20,000  
20,000  
20,000  
20,000  
20,000  
20,000  
Start of the vesting period:  
Date of final grant, subject to specific condition  
07/19/2005 07/18/2006 07/17/2007  
07/20/2007 07/19/2008 07/18/2009  
07/20/2009 07/19/2010 07/18/2011  
10/09/2008 09/15/2009 09/14/2010  
10/10/2010 09/16/2011 09/15/2012  
10/10/2012 09/16/2013 09/15/2014  
(
end of the vesting period)  
Transfer possible from  
end of the mandatory holding period)  
Number of restricted shares:  
(
-
-
-
-
-
Outstanding as of January 1, 2010  
Awarded in 2010  
-
-
-
2,762,476  
-
2,966,036  
-
(9,796)  
(1,904)  
2,954,336 3,000,637  
-
3,010,011  
(8,738)  
-
1,024(h)  
(1,024)(h)  
-
Canceled in 2010(f)  
3,034(h)  
(3,034)(h)  
-
552(h) (1,113,462)  
(552)(h) (1,649,014)  
Finally granted in 2010(g)  
Outstanding as of December 31, 2010  
(636)  
-
-
(
(
a) The number of restricted shares awarded has been multiplied by four to take into account the four-for-one stock split approved by TOTAL Shareholders’ Meeting on May 12, 2006.  
b) The grant date is the date of the Board meeting awarding the restricted share grant, except for the restricted shares awarded on October 9, 2008, approved by the Board on  
September 9, 2008.  
(
(
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) Mr. Desmarest, Chairman of the Board of Directors until May 21, 2010, was not awarded any restricted shares under the 2005, 2006, 2007, 2008 2009 and 2010 plans. Furthermore,  
Mr. de Margerie, director of TOTAL S.A. since May 12, 2006, Chief Executive Officer of TOTAL S.A. since February 14, 2007, and Chairman and Chief Executive Officer of TOTAL S.A.  
since May 21, 2010, was not awarded any restricted shares under the 2006, 2007, 2008, 2009 and 2010 plans. Mr. de Margerie was finally awarded on July 20, 2007, the 2,000  
restricted shares he had been awarded under the 2005 Plan since he was not a director of TOTAL S.A as of the date of the grant. In addition, Mr. Boeuf, director of TOTAL S.A.  
representing employee shareholders until December 31, 2009, was awarded restricted shares under the plans approved by the Board of Directors of TOTAL S.A. on July 19, 2005,  
July 18, 2006, July 17, 2007 and September 9, 2008. Mr. Boeuf was not awarded any restricted shares under the plan approved by the Board of Directors of TOTAL S.A. on  
September 15, 2009. Mr. Clément, director of TOTAL S.A. representing employee shareholders since May 21, 2010, was awarded 240 restricted shares under the plan approved  
by the Board of Directors of TOTAL S.A. on September 14, 2010. In addition, Mr. Clément was finally awarded 300 shares on October 10, 2010, under the restricted share plan  
approved by the Board of Directors of TOTAL S.A. on September 9, 2008.  
(
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) Out of the 1,113,462 canceled rights to the grant share under the 2008 Plan, 1,094,914 entitlement rights were canceled due to the performance condition.  
The acquisition rate for the 2008 Plan was 60%.  
g) For the 2009 and 2010 plans, final grants following the death of the beneficiary.  
In case of a final grant of the outstanding restricted shares as of December 31, 2010, the corresponding shares would represent 0.25%(1)  
of the Company’s potential share capital as of such date.  
(1) Out of a total potential share capital of 2,398,908,757 shares (see page 157 of this Registration Document).  
TOTAL. Registration Document 2010  
119  
Corporate governance  
5
Compensation for the administration and management bodies  
5.12.2. Global free share plan as of December 31, 2010  
2
010 Plan  
2010 Plan  
(4+0)  
Total  
(2+2)  
Date of the Shareholders’ Meeting  
Grant date(a)  
Final grant date (end of vesting period)  
Transfer possible from  
05/16/2008 05/16/2008  
06/30/2010 06/30/2010  
07/01/2012 07/01/2014  
07/01/2014 07/01/2014  
Number of restricted shares awarded  
Outstanding as of January 1, 2008  
-
-
-
Awarded  
Canceled  
Finally granted  
-
-
-
-
-
-
-
-
-
Outstanding as of January 1, 2009  
-
-
-
Awarded  
Canceled  
Finally granted  
-
-
-
-
-
-
-
-
-
Outstanding as of January 1, 2010  
-
-
-
Awarded  
Canceled  
Finally granted(b)  
1,508,850  
(125)  
1,070,650 2,579,500  
(75)  
-
(200)  
(75)  
(75)  
Outstanding as of December 31, 2010  
1,508,650  
1,070,575  
2,579,225  
(
(
a) The June 30, 2010 grant was decided by the Board of Directors on May 21, 2010.  
b) Final grant following the death or disability of the beneficiary of the shares.  
In case of a final grant of the outstanding shares as of December 31, 2010, the corresponding shares would represent 0.11%(1)  
of the Company’s potential share capital as of such date.  
5
.12.3. Restricted share grants to the ten employees (other than directors) receiving  
the largest amount of grants/Restricted share finally awarded to the ten employees  
(other than directors) receiving the largest amount of shares  
Restricted share  
grants/Shares  
finally awarded  
Grant date  
Date of  
final grant  
End of  
mandatory  
holding period  
Restricted share grants approved by the Board meeting  
on September 14, 2010 to the ten TOTAL S.A. employees  
(
other than directors) receiving the largest amount of grants(a)  
20,000(b) 09/14/2010 09/15/2012 09/15/2014  
Restricted share finally awarded in 2010 following the restricted  
share plan approved by the Board meeting on September 9, 2008,  
to the ten employees (other than directors) receiving the largest amount of shares(c)  
12,000  
10/09/2008 10/10/2010 10/10/2012  
(
a) Grant approved by the Board on September 14, 2010. Grants of these restricted shares will become final, subject to a performance condition, after a 2-year vesting period, i.e. on  
September 15, 2012 (see pages 106 and 107 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 15, 2014.  
(
(
b) In addition, as of June 30, 2010, as part of the global free share plan, the ten employees were granted rights to twenty-five free shares.  
c) Restricted share plan approved by the Board of Directors on September 9, 2008, and awarded on October 9, 2008. Grants of these restricted shares will become final, subject to  
a performance condition, after a 2-year vesting period, i.e. on October 10, 2010 (see pages 106 and 107 of this Registration Document). The acquisition rate of the shares awarded,  
linked  
to the performance condition, was 60%. Moreover, the transfer of the restricted shares finally awarded will only be permitted after the end of a 2-year mandatory holding period,  
i.e. from October 10, 2012.  
(1) Out of a total potential share capital of 2,398,908,757 shares (see page 157 of this Registration Document).  
120  
TOTAL. Registration Document 2010  
Corporate governance  
Employees, share ownership  
5
6. Employees, share ownership  
6.1. 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  
1,374  
Total  
2010  
17,192  
32 631  
41,658  
92,855  
2
2
009  
008  
16,628  
16,005  
33,760  
34,040  
44,667  
45,545  
1,332  
1,369  
96,387  
96,959  
France  
Rest of  
Europe  
Rest of  
the World  
Total  
2010  
35,169  
24,931  
32,755  
92,855  
2
2
009  
008  
36,407  
37,101  
26,299  
27,495  
33,681  
32,363  
96,387  
96,959  
6.2. 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 having adhered to these plans. 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.  
6.2.1. Company savings plans  
The various Company savings plans (PEGT, PEC) give the employees of French Group 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 American Depositary Receipts  
(ADRs) and Italian employees (as well as German employees starting in 2011) may participate by directly subscribing to new shares at  
the Group Caisse Autonome in Belgium.  
6.2.2. 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 161 of this Registration Document).  
6.2.3. Employee shareholding  
The total number of TOTAL shares held by employees as of December 31, 2010, is as follows:  
TOTAL ACTIONNARIAT FRANCE”  
73,117,185  
16,446,122  
977,948  
“TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION”  
ELF PRIVATISATION N°1  
Shares held by U.S. employees  
705,829  
Group Caisse Autonome (Belgium)  
295,866  
TOTAL shares from the exercise of the Company’s stock options  
and held as registered shares within a Company Savings Plan (PEE)(a)  
3,185,510  
Total shares held by employee shareholder funds  
94,728,460  
(a) Company savings plans.  
TOTAL. Registration Document 2010  
121  
Corporate governance  
5
Employees, share ownership  
As of December 31, 2010, the employees of the Group held,  
on the basis of the definition of employee shareholding contained  
in Article L. 225-102 of the French Commercial Code, 94,728,460  
TOTAL shares, representing 4.03% of the Company’s share capital  
and 7.72% of the voting rights that could be exercised at a  
Shareholders’ Meeting on that date.  
On March 14, 2011, the Chairman and Chief Executive Officer  
decided that the subscription period would be set from March 16  
to April 1, 2011 and acknowledged that the subscription price  
per ordinary share would be set at 34.80.  
The Board of Directors had decided on November 6, 2007, to  
proceed with a capital increase of a maximum of 12 million shares  
with a subscription price of 44.40 per share reserved for TOTAL  
employees, bearing dividends as of January 1, 2007. Subscription  
was open from March 10, 2008, through March 28, 2008, and  
6.2.4. Capital increase reserved  
for Group employees  
4,870,386 new TOTAL shares were issued in 2008.  
At the Shareholders’ Meeting held on May 21, 2010, the  
The management of each of the three collective investment funds  
mentioned above is controlled by a dedicated supervisory board,  
two-third 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 liquidations, 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.  
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, reserving subscriptions for such  
issuance to the Group employees participating in a company savings  
plan in accordance with the provisions of Articles L. 3332-2 and  
L. 3332-18 and following of the French Labor Code, and Articles  
L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French  
Commercial Code. The number of ordinary shares that are likely  
to be issued pursuant to this delegation of authority will not exceed  
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.  
These rules and procedures also stipulate a simple majority vote  
for decisions, except for decisions requiring a qualified majority  
vote of two-third plus one related to a change in a fund’s rules  
and procedures, its conversion or disposal, and decisions related  
to contribution of securities of the Elf Privatisation collective  
investment fund in case of a public tender offer.  
Pursuant to this delegation of authority, the Board of Directors  
decided on October 28, 2010, to proceed with a capital increase  
of a maximum of 12 million shares reserved for TOTAL employees,  
bearing dividends as of January 1, 2010. The Board of Directors  
decided to delegate the authority to set the subscription period  
to the Chairman and Chief Executive Officer.  
For employees holding shares outside of the employee collective  
investment funds mentioned in the table above, voting rights  
are exercised individually.  
6.3. Shares held by Directors and Executive Officers  
As of December 31, 2010, based on 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:  
By decision of the Board of Directors:  
The Chairman and the 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.  
Members of the Board of Directors (including the Chairman  
and Chief Executive Officer): 474,450 shares;  
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.  
Chairman and Chief Executive Officer: 85,230 shares and  
48,529 shares of the “TOTAL ACTIONNARIAT FRANCE”  
collective investment plan;  
Management Committee (including the Chief Executive Officer)  
and Treasurer: 572,527 shares.  
The number of TOTAL shares to be considered includes:  
directly held shares, whether or not they are subject to transfer  
restrictions; and  
shares in collective investment funds invested in TOTAL shares.  
122  
TOTAL. Registration Document 2010  
Corporate governance  
Employees, share ownership  
5
6
.3.1. 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 2010 by the individuals concerned under paragraphs a) through c) of Article L. 621-18-2 of the French Monetary  
and Financial Code.  
Year 2010  
Acquisition Subscription  
Transfer  
Exchange  
Exercise  
of stock  
options  
Thierry Desmarest(a)  
TOTAL shares  
-
-
45,372  
-
25,372  
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 (FCPE), and other related  
financial instruments(b)  
4,815.21  
-
-
-
-
-
-
-
-
TOTAL shares  
3,170  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
27.68  
-
47.23  
-
-
-
-
-
-
François Cornélis(a)  
TOTAL shares  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
1,241.32  
-
-
-
-
-
-
-
-
-
Yves-Louis Darricarrère(a)  
Jean-Jacques Guilbaud(a)  
TOTAL shares  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
4.61  
-
-
-
-
-
-
-
TOTAL shares  
5,000  
5,000  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
345.33  
-
259.48  
-
652.79  
-
-
-
-
-
Patrick de La Chevardière(a) TOTAL shares  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
79.25  
12.79  
-
-
-
(
(
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 invested in Company shares.  
TOTAL. Registration Document 2010  
123  
124  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
6
TOTAL and its shareholders  
1.  
Listing details  
126  
1
1
.1.  
.2.  
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126  
Share performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .127  
2.  
Dividend  
130  
2.1.  
2.2.  
2.3.  
Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .130  
Dividend payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .131  
Coupons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .131  
3.  
Share buybacks  
132  
3.1.  
3.2.  
3.3.  
Share buybacks and cancellations in 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .132  
Board’s report on share buybacks and sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .132  
2011-2012 share buyback program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .134  
4.  
Shareholders  
136  
4.1.  
4.2.  
4.3.  
4.4.  
4.5.  
4.6.  
4.7.  
4.8.  
4.9.  
Relationship between TOTAL and the French State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .136  
Merger of Total with PetroFina in 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .136  
Merger of TotalFina with Elf Aquitaine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .136  
Major shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .137  
Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .138  
Shares held by members of the administrative and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139  
Employee shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139  
Shareholding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139  
Regulated agreements and undertakings and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139  
5.  
Information for overseas shareholders  
140  
5.1.  
5.2.  
5.3.  
United States holders of ADRs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140  
Non-resident shareholders (other than U.S. shareholders) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140  
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140  
6.  
Investor Relations  
141  
6.1.  
6.2.  
6.3.  
6.4.  
6.5.  
6.6.  
6.7.  
6.8.  
Communication policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141  
Relationships with institutional investors and financial analysts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141  
A quality relationship serving Individual Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .142  
Registered shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .143  
Individual Shareholders Department Contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .143  
2011 Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .144  
2012 Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .144  
Investor Relations Department contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .144  
Registration Document 2010. TOTAL  
125  
TOTAL and its shareholders  
6
Listing details  
1. Listing details  
1.1. Listing  
1
.1.1. Exchanges  
1.1.7. Market capitalization  
(1)  
as of December 31, 2010  
Paris, Brussels, London and New York  
93.2 billion(2)  
125.7 billion(3)  
$
1.1.2. Codes  
ISIN  
FR0000120271  
TOTF.PA  
FP FP  
1.1.8. Percentage of free float  
Reuters  
Bloomberg  
Datastream  
Mnémo  
90%(4)  
F:TAL  
FP  
1.1.9. Par value  
1.1.3. Included in the following stock indexes  
2.50  
CAC 40, Euro Stoxx 50, Stoxx Europe 50, DJ Global Titans  
1
.1.10. Credit ratings as of December 31, 2010  
(
long term/outlook/short term)  
1
.1.4. Included in the following ESG indexes  
(
Environment, Social, Governance)  
Standard & Poor’s:  
Moody’s:  
AA/Negative/A-1+  
Aa1/Stable/P-1  
DJSI World, DJSI Europe, FTSE4Good, ASPI  
DBRS:  
AA/Stable/R-1 (middle)  
1
.1.5. Weight in indexes  
as of December 31, 2010  
st  
CAC 40  
12.0%  
5.6%  
3.4%  
1.8%  
1 position  
EURO STOXX 50  
STOXX EUROPE 50  
DJ GLOBAL TITANS  
1st position  
6th position  
23rd position  
1
.1.6. Largest market capitalization  
on Euronext Paris and in the Euro zone  
as of December 31, 2010  
Largest companies by market capitalization in the Euro zone(a)  
As of December 31, 2010  
(B)  
TOTAL  
Siemens  
Telefónica  
Anheuser-Busch InBev  
Santander  
93.2  
84.7  
77.4  
68.7  
66.0  
(a) Source: Bloomberg for companies other than TOTAL.  
(1) Shares outstanding as of December 31, 2010: 2,349,640,931.  
(2) TOTAL share price in Paris as of December 31, 2010: 39.65.  
(3) TOTAL ADR price in New York as of December 31, 2010: $53.48.  
(4) Source Euronext.  
126  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Listing details  
6
1.2. Share performance  
TOTAL share price (in euros)  
in Paris (2007-2010)(a)  
TOTAL ADR price (in dollars)  
in New York (2007-2010)(a)  
2007  
2008  
2009  
2010  
2007  
2008  
2009  
2010  
1
1
1
9
8
7
6
5
4
20  
10  
00  
0
0
0
0
0
0
120  
110  
100  
90  
80  
70  
60  
50  
40  
TOTAL  
CAC 40  
Eurostoxx 50  
TOTAL  
Dow Jones  
Source: Bloomberg - Share price as of December 31, 2010: 39.65  
a) Base 100 as of January 1, 2007.  
Source: Bloomberg - ADR price as of December 31, 2010: $53.48.  
(a) Base 100 as of January 1, 2007.  
(
1
.2.1. Arkema spin-off  
1.2.2. Change in share prices in Europe of  
the major European oil companies between  
January 1, 2010 and December 31, 2010  
(closing price in local currency)  
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.  
TOTAL ()  
-11.9%  
BP (pound sterling)  
Royal Dutch Shell A ()  
Royal Dutch Shell B (pound sterling)  
ENI ()  
-22.4%  
+17.2%  
+16.8%  
-8.2%  
Source: Bloomberg  
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 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.  
1
.2.3. Change in share prices in the United  
States (ADR quotes in dollars for European  
companies) of the major international oil  
companies between January 1, 2010 and  
December 31, 2010 (closing price in dollars)  
TOTAL  
ExxonMobil  
BP  
Royal Dutch Shell A  
Royal Dutch Shell B  
Chevron  
-16.5%  
+7.2%  
-23.8%  
+11.1%  
+14.7%  
+18.5%  
-13.6%  
+33.4%  
ENI  
ConocoPhillips  
Source: Bloomberg  
Registration Document 2010. TOTAL  
127  
TOTAL and its shareholders  
6
Listing details  
1.2.4. Appreciation of a portfolio invested in TOTAL shares  
Net yield of 4.2% per year over ten years (excluding tax credit).  
1.2.5. Multiplication of the initial investment by 1.5 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.  
(
Average annual Total investment at year  
total return(a)  
ended 2010 would be  
Investment date  
TOTAL  
CAC 40(b)  
TOTAL  
CAC 40  
1
5
1
1
year  
January 1, 2010  
-6.9%  
-0.9%  
+4.2%  
+13.1%  
-0.4%  
-0.9%  
-1.7%  
+7.3%  
931  
956  
1,509  
6,338  
996  
956  
842  
years January 1, 2006  
0 years January 1, 2001  
5 years January 1, 1996  
2,877  
(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.  
1.2.6. 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  
()  
2010  
2009  
2008  
2007  
2006  
Highest (during regular trading session)  
Adjusted highest(a) (during regular trading session)  
46.735  
-
45.785  
-
59.50  
-
63.40  
-
58.15  
57.40  
Lowest (during regular trading session)  
Adjusted lowest(a) (during regular trading session)  
35.655  
-
34.25  
-
31.52  
-
48.33  
-
46.52  
-
End of the year (closing)  
Adjusted end of the year(a) (closing)  
39.65  
-
45.005  
-
38.91  
-
56.83  
-
54.65  
-
Average of the last 30 trading sessions of the year (closing)  
39.164  
43.194  
39.58  
55.31  
54.30  
Trading volume (average per session)  
Euronext Paris  
New York Stock Exchange(b) (number of ADRs)  
6,808,245  
3,329,778  
7,014,959 11,005,751 10,568,310 10,677,157  
2,396,192  
2,911,002  
1,882,072  
1,500,331  
Dividend(c)  
2.28  
2.28  
2.28  
2.07  
1.87  
(
(
a) Adjusted market price of the spin-off of Arkema.  
b) Following 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) 2010 dividend is subject to the approval by the Shareholders’ Meeting on May 13, 2011. This amount includes the 2010 interim dividend of 1.14 per share paid on November 17,  
2010 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.  
128  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Listing details  
6
1
.2.7. TOTAL share price over the past 18 months (Euronext Paris)(a)  
Average daily  
volume  
Highest price  
quoted  
Lowest price  
quoted  
()  
()  
September 2009  
October 2009  
November 2009  
December 2009  
January 2010  
February 2010  
March 2010  
April 2010  
May 2010  
June 2010  
July 2010  
7,537,239  
7,312,637  
5,908,294  
5,010,797  
6,089,982  
7,098,526  
5,738,794  
7,882,589  
11,547,964  
8,184,619  
6,295,437  
5,302,726  
6,210,487  
5,822,245  
6,719,213  
5,162,212  
6,530,899  
6,214,549  
42.45  
43.11  
43.495  
45.785  
46.735  
43.165  
43.25  
44.625  
41.305  
41  
38.91  
39.005  
40.50  
41.50  
41.215  
40.05  
40.90  
40.50  
36.21  
36.48  
35.655  
36.225  
36.77  
37.52  
36.91  
37.195  
40.01  
42.325  
39.645  
41  
August 2010  
September 2010  
October 2010  
November 2010  
December 2010  
January 2011  
February 2011  
Maximum for the period  
Minimum for the period  
39.67  
39.72  
41.275  
40.79  
43.575  
44.47  
46.735  
35.655  
(a) Source:Euronext Paris.  
TOTAL share price at closing (Euronext Paris)  
()  
2009  
2010  
48  
46  
44  
42  
40  
38  
36  
34  
32  
30  
TOTAL average daily volume traded (Euronext Paris)  
(in millions of shares)  
2009  
2010  
11.55  
9.07  
8.28  
8.16  
8.18  
8.12  
7.88  
7.54  
7.31  
7.03  
7.10  
6.72  
6.30  
6.21  
5.82  
6.03 5.96 5.98  
6.09  
5.91  
5.74  
5.30  
5.16  
5.01  
Registration Document 2010. TOTAL  
129  
TOTAL and its shareholders  
6
Dividend  
2. Dividend  
2.1. Dividend policy  
2.1.1. 2010 dividend  
2.1.2. Amendment to the dividend policy  
Since 2004, the Company has paid an interim dividend in November  
and the remainder after the Shareholders’ Meeting held in May  
of each year. The 2010 interim dividend and the remainder will still  
be paid in compliance with this policy.  
On October 28, 2010, the Board of Directors decided to change  
its interim dividend policy and to adopt a new policy based on  
quarterly dividend payments.  
The quarterly interim dividend payments will start in 2011,  
after the payment of the final 2010 dividend. As a result, the first 2011  
quarterly dividend will be paid in September 2011.  
The Board of Directors met on July 29, 2010, and approved a 2010  
interim dividend of 1.14 per share. The ex-dividend date for  
the interim dividend on Euronext Paris was November 12, 2010  
and the payment date was November 17, 2010.  
Pending the approval by the Board of Directors for the interim  
dividends and by the shareholders at the Shareholders’ Meeting  
for the accounts and the final dividend, the calendar for the interim  
quarterly dividends and the final dividend for 2011 should be  
as follows:  
For 2010, TOTAL plans to continue its dividend policy by proposing  
a dividend of 2.28 per share at the Shareholders’ Meeting on  
May 13, 2011, including a remainder of 1.14 per share, with an  
ex-dividend date on May 23, 2011, and a payment on May 26, 2011.  
This 2.28 per share dividend is stable compared to the previous  
year. Over the past five fiscal years, the dividend has increased  
by an average of 5.1%(1) per year.  
September 19, 2011;  
December 19, 2011;  
March 19, 2012;  
June 18, 2012.  
2
006(a)  
2007  
2008  
2009  
2010  
The provisional ex-dividend dates above relate to the TOTAL shares  
traded on the Euronext Paris.  
2.28 €  
2.28 €  
2.28 ꢁ  
2.07 €  
1.87 €  
Final dividend  Interim dividend  
(
a) In addition, on May 18, 2006, each TOTAL share was granted an allotment right for an  
Arkema share, with ten allotment rights entitling the holder to one Arkema share.  
(2)  
In 2010, TOTAL’s pay-out ratio was 50% . Changes in the pay-out  
ratio(3) for the past five years are as follow:  
2006  
2007  
2008  
2009  
2010  
66%  
50%  
39%  
37%  
34%  
(
(
(
1) This increase does not take into account the Arkema share allotment right granted on May 18, 2006.  
2) Based on an adjusted fully-diluted earnings per share of 4.58.  
3) Based on the adjusted fully-diluted earnings for the relevant year.  
130  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Dividend  
6
2.2. Dividend payment  
BNP Paribas Securities Services manages the payment of the dividend, which is made through financial intermediaries using the Euroclear  
France direct payment system.  
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).  
2.2.1. 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  
BNP Paribas Fortis Montagne du Parc 3, 1000 Brussels, Belgium  
KBC BANK N.V. Avenue du Port 2, 1080 Brussels, Belgium  
Avenue Marnix 24, 1000 Brussels, Belgium  
2.2.2. 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, 2010.  
2.3. Coupons  
For the year ended  
Ex-dividend  
date  
Payment  
date  
Expiration  
date  
Type  
Net amount  
Net amount  
(a)  
()  
()  
2
003  
004  
05/24/2004  
11/24/2004  
05/24/2004  
05/24/2009  
Dividend  
4.70  
1.18  
2
11/24/2004  
05/24/2005  
11/24/2009  
05/24/2010  
Interim dividend  
Remainder  
2.40  
3.00  
0.60  
0.75  
05/24/2005  
2005  
2006  
2007  
2008  
2009  
11/24/2005  
0
11/24/2005 11/24/2010  
5/18/2006(b) 05/18/2006(b) 05/18/2011  
Interim dividend  
Remainder  
3.00  
3.48  
0.75  
0.87  
11/17/2006  
5/18/2007  
11/17/2006  
05/18/2007  
11/17/2011  
05/18/2012  
Interim dividend  
Remainder  
0.87  
1.00  
0.87  
1.00  
0
11/16/2007  
5/20/2008  
11/16/2007  
05/23/2008  
11/16/2012  
05/23/2013  
Interim dividend  
Remainder  
1.00  
1.07  
1.00  
1.07  
0
11/14/2008  
5/19/2009  
11/19/2008  
05/22/2009  
11/19/2013  
05/22/2014  
Interim dividend  
Remainder  
1.14  
1.14  
1.14  
1.14  
0
11/13/2009  
5/27/2010  
11/18/2009  
06/01/2010  
11/18/2014  
06/01/2015  
Interim dividend  
Remainder  
1.14  
1.14  
1.14  
1.14  
0
2
010(c)  
11/12/2010  
5/23/2011  
11/17/2010  
05/26/2011  
11/17/2015  
05/26/2016  
Interim dividend  
Remainder  
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) In addition, on May 18, 2006, each TOTAL share was granted an allotment right for an Arkema share, with ten allotment rights entitling the holder to one Arkema share.  
c) A resolution will be submitted to the Shareholder’s Meeting on May 13, 2011 to pay a cash dividend of 2.28 per share for fiscal year 2010. Taking into account the interim dividend  
of 1.14 per share with an ex-dividend date of November 12, 2010 and payment date of November 17, 2010, the final dividend would be 1.14 per share with an ex-dividend  
date of May 23, 2011 and payment date of May 26, 2011.  
Registration Document 2010. TOTAL  
131  
TOTAL and its shareholders  
6
Share buybacks  
3. Share buybacks  
The Shareholders’ Meeting of May 21, 2010, 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  
period of 18 months and replaced the previous authorization  
granted by the Shareholders’ Meeting of May 15, 2009.  
A resolution will be submitted to the Shareholders’ Meeting on  
May 13, 2011 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. This program  
is described on pages 134 and 135 of this Registration Document.  
2273/2003 dated December 22, 2003, to buy and sell the  
Company’s shares within the framework of a 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  
3.1. Share buybacks and cancellations in 2010  
In 2010, TOTAL did not buy back any shares. Over the 24 months  
prior to December 31, 2010, the Company cancelled 24,800,000  
TOTAL shares, representing 1.1% of the share capital  
as of December 31, 2010.  
Percentage of share capital bought back(1)  
2006  
2007  
2008  
2009  
2010  
3.1%  
1.2%  
1.0%  
0.0%  
0.0%  
3.2. Board’s report on share buybacks and sales  
3
.2.1. Share buybacks during 2010  
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.  
In 2010, TOTAL did not buy back any shares.  
3
.2.2. Shares held in the name  
of the Company and its subsidiaries  
as of December 31, 2010  
3.2.3. Sale of shares during 2010  
As of December 31, 2010, the Company held 12,156,411 treasury  
shares, representing 0.52% of TOTAL’s share capital. By law, the  
voting rights and dividend rights of these shares are suspended.  
1,263,272 TOTAL shares were sold in 2010 at an average price  
of 39.03 per share through the exercise of TOTAL share purchase  
options granted under share purchase option plans decided by  
the Board of Directors on July 9, 2002.  
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, 2010  
was 112,487,679, representing 4.79% of TOTAL’s share capital,  
comprised of, on the one hand, 12,156,411 treasury shares,  
including 6,012,460 shares held to cover restricted share grants  
and 6,143,951 shares to cover new share purchase option plans  
or new restricted share grants and, on the other hand, 100,331,268  
shares held by subsidiaries.  
In addition, 1,656,239 TOTAL shares were sold in 2010 pursuant  
to the shares finally awarded under the restricted share grants  
approved by the Board of Directors on July 19, 2005, July 18, 2006,  
July 17, 2007, September 9, 2008, September 15, 2009 and  
September 14, 2010, and pursuant to the shares finally awarded  
by anticipation under the global free share grant decided by  
the Board of Directors on May 21, 2010.  
For shares bought back to be allocated to Company or Group  
employees as part of one of the provisions referred to in Article 3  
Due to the implementation of the performance condition,  
the acquisition rate was 60% for the 2008 Plan.  
(
1) Average share capital of year N = (share capital as of December 31, N-1+share capital as of December 31, N)/2. Excluding share buybacks related to the restricted shares granted  
under the 2005, 2006, 2007 and 2008 plans.  
132  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Share buybacks  
6
3
.2.4. Cancellation of Company shares  
3.2.6. Conditions for the buyback  
and use of derivative products  
during 2009, 2010 and 2011  
Pursuant to the authorization granted by the Shareholders’  
Meeting of May 11, 2007 to reduce the share capital by up  
to 10% by cancelling shares held by the Company during  
a 24-month period, the Board of Directors decided on July 30,  
Between January 1, 2010 and February 28, 2011, the Company  
did not use any derivative products on the financial markets as part  
of the share buyback programs successively authorized by the  
Shareholders’ Meeting on May 15, 2009 and the Shareholders’  
Meeting on May 21, 2010.  
2009 to cancel 24,800,000 shares 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.  
3
.2.7. Shares held in the name  
of the Company and its subsidiaries  
as of February 28, 2011  
Based on 2,349,640,931 shares outstanding as of December 31,  
2
(
2
010, and given the cancellations carried out on July 30, 2009  
24,800,000 shares), the Company may cancel a maximum of  
10,164,093 shares up to and including July 30, 2011, before  
As of February 28, 2011, the Company held 12,155,685 TOTAL  
treasury shares, representing 0.52% of TOTAL’s share capital. By  
law, the voting rights and dividend rights of these shares are suspended.  
reaching the cancellation threshold of 10% of share capital  
cancelled during a 24-month period.  
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,  
2010, was 112,486,953, representing 4.79% of TOTAL’s share  
capital, comprised of, on the one hand, 12,155,685 treasury  
shares, including 6,012,460 shares held to cover restricted share  
grants and 6,143,225 shares to cover new share purchase option  
plans or new restricted share grants and, on the other hand,  
100,331,268 shares held by subsidiaries.  
3
.2.5. Reallocation for other approved  
purposes during fiscal year 2010  
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 2010 to purposes other than  
those initially specified at the time of purchase.  
(a)  
Summary table of transactions completed by the Company involving its own shares from March 1, 2010 to February 28, 2011 ,  
excluding sales related to restricted share grants:  
Gross cumulated flows  
Open positions as of February 28, 2011  
Purchases  
Sales(b)  
Open buy positions  
Open sell positions  
Number of shares  
-
899,344  
Bought  
Forward  
Sold  
Forward  
calls  
buys  
calls  
sells  
Average maximum maturity date  
Average transaction price ()  
Average exercise price  
Amounts (M)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
39.03  
-
35.1  
(a) In compliance with the applicable regulations as of February 28, 2011, the period indicated commenced the day after the date used as a reference for the publication of information  
regarding the previous program (Registration Document 2009).  
(b) Shares disposed of pursuant to the exercise of TOTAL share purchase options as part of the share purchase option plan decided by the Board of Directors on July 9, 2002.  
In addition, 1,655,843 TOTAL shares were sold between March 1, 2010, and February 28, 2011, pursuant to the shares finally awarded  
under the restricted share grants approved by the Board of Directors on July 19, 2005, July 18, 2006, July 17, 2007, September 9, 2008,  
September 15, 2009 and September 14, 2010, and pursuant to the shares finally awarded by anticipation under the global free share grant  
decided by the Board of Directors on May 21, 2010.  
Due to the implementation of the performance condition, the acquisition rate was 60% for the 2008 Plan.  
As of February 28, 2011  
Percentage of share capital held by TOTAL S.A.  
0.52%  
Number of shares held in portfolio(a)  
Book value of the portfolio (at purchase price) (M)  
Market value of the portfolio (M)(b)  
12,155,685  
477  
540  
Percentage of capital held by the entire Group(c)  
4.79%  
Number of shares held in portfolio  
Book value of the portfolio (at purchase price) (M)  
Market value of the portfolio (M)(b)  
112,486,953  
3,503  
4,996  
(
(
(
a) TOTAL S.A. did not buy back any shares during the 3 business days preceding February 28, 2011. As a result, TOTAL S.A. owns all the shares held in portfolio as of this date.  
b) Based on a closing price of 44.41 per share as of February 28, 2011.  
c) TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.  
Registration Document 2010. TOTAL  
133  
TOTAL and its shareholders  
6
Share buybacks  
3.3. 2011-2012 share buyback program  
3
.3.1. Description of the share  
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.  
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:  
reduce the Company’s capital through the cancellation of shares;  
As of December 31, 2010, of the 2,349,640,931 shares outstanding  
at this date, the Company held 12,156,411 shares directly  
and 100,331,268 shares indirectly through its subsidiaries, for  
a total of 112,487,679 shares. Under these circumstances,  
the maximum number of shares that the Company could buy back is  
122,476,414 shares, and the maximum amount that the Company  
may spend to acquire such shares is 8,573,348,980.  
honor the Company’s obligations related to securities convertible  
or exchangeable into Company shares; and  
honor the Company’s obligations related to stock option  
programs or other share grants to the Company’s management  
and employees of the Company or Group Companies;  
deliver shares (by exchange payment or otherwise) in case of  
external growth operations;  
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:  
animate the secondary market or the liquidity of the TOTAL share  
as part of a liquidity agreement.  
– convertible or exchangeable securities that may give holders  
rights to receive shares upon conversion or exchange;  
3
.3.2. Legal framework  
– 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).  
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 is subject to approval by TOTAL S.A.  
Shareholders’ Meeting of May 13, 2011, through the fifth resolution,  
which reads as follows:  
Share buybacks could be motivated by a market practice  
recognized by the French Financial Market Authority, knowingly:  
– deliver shares (by exchange payment or otherwise) in case  
of external growth operations; or  
Upon presentation of the report by the Board of Directors, and  
– animate the secondary market or the liquidity of the TOTAL share  
by an investment service provider as part of a liquidity agreement  
compliant with the ethical rules recognized by the French  
Financial Market Authority.  
certain information appearing in the description of the program  
prepared in accordance with Articles 241-1 and thereafter of  
the General Regulation (règlement général) of the French Financial  
Markets Authority (Autorité des marchés financiers) and pursuant to  
the provisions of Article L. 225-209 of the French Commercial Code  
and of Council Regulation No. 2273/2003 dated December 22,  
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.  
2
003, and voting under conditions for quorum and majority required  
for ordinary general meetings, the shareholders hereby authorize  
the Board of Directors to buy or sell shares of the company within  
the framework of a share buyback program.  
The purchase, sale or transfer of these shares can be completed  
by any means on regulated markets, multilateral trading facilities  
or over the counter, including the purchase or sale of blocks of  
shares under the conditions authorized by the relevant market  
authorities. Within this framework, this includes using any financial  
derivative instrument traded on regulated markets, multilateral  
trading facilities or over the counter and implementing option  
strategies.  
According to the intended purpose, the treasury shares that are  
acquired by the Company through this program may be:  
– 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;  
granted to the employees of the Group and to the management  
of the Company or of other companies in the Group;  
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.  
delivered to the holders of Company’s share purchase options  
having exercised such options;  
sold to employees, either directly or through the intermediary  
of Company savings plans; or  
The maximum purchase price is set at 70 per share.  
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.  
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;  
– used in any other manner that is consistent with the purpose  
stated in this resolution.  
134  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Share buybacks  
6
While they are held by the Company, such shares will be deprived  
of voting rights and dividend rights.  
Conditions for buybacks  
Such shares may be bought back by any means on regulated  
markets, multilateral trading facilities or over the counter, including  
the purchase or sale of blocks of shares under the conditions  
authorized by the relevant market authorities. Within this framework,  
this includes using any financial derivative instrument traded on  
a regulated market, multilateral trading facilities 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.  
This authorization is granted for a 18-month period from the date  
of this meeting or until the date such authorization is renewed at a  
Shareholders’ Meeting prior to the expiration of such 18-month period.  
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 renders ineffective, up to unused portion,  
the previous authorization granted by the sixth resolution of the  
Shareholders’ Meeting held on May 21, 2010.”  
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:  
Duration and schedule of the share buyback program  
In accordance with the fifth resolution, which will be subject to approval  
of the Shareholders’ Meeting of May 13, 2011, the share buyback  
program may be implemented over an 18-month period following  
the date of this meeting, expiring therefore on November 13, 2012.  
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 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.”  
Transactions carried out under the previous program  
Transactions carried out under the previous program are listed  
in the special report of the Board of Directors on share buybacks  
(see pages 132 and 133 of this Registration Document).  
3.3.3. 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 13, 2011,  
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.  
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, 2010 (2,349,640,931  
shares), and given the 112,486,953 shares held by the Group as  
of February 28, 2011, representing 4.79% of the share capital,  
the maximum number of shares that may be purchased would  
be 122,477,140 shares representing a theoretical maximum  
investment of 8,573,399,800 based on the maximum purchase  
price of 70.  
Registration Document 2010. TOTAL  
135  
TOTAL and its shareholders  
6
Shareholders  
4. Shareholders  
4.1. Relationship between TOTAL and the French State  
Since the decree of December 13, 1993 providing for a unique Elf Aquitaine share to the French State was repealed on October 3, 2002,  
no agreement governing shareholding relationships between TOTAL (or its subsidiary Elf Aquitaine) and the French State has been implemented.  
4.2. Merger of Total with PetroFina in 1999  
In December, 1998, Total(1) signed an in-kind contribution  
agreement with Electrafina, Investor, Tractebel, Electrabel and AG  
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 shareholders  
holding 4,938 shares. In May 2003, the same group of 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, 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 2,000 securities as of today.  
1824 (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 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 (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.  
4.3. Merger of TotalFina with Elf Aquitaine  
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.  
intended for all of the Elf Aquitaine shares that were not held directly  
or indirectly by TOTAL S.A., representing 1,468,725 Elf Aquitaine  
shares (0.52% of the share capital and 0.27% of the company’s  
voting rights).  
The squeeze out procedure was implemented on April 30, 2010  
to acquire all the Elf Aquitaine shares targeted by the offer and which  
had not been tendered to the offer by the minority shareholders  
upon payment of a compensation per share set at the price of  
the offer, i.e., 305 per Elf Aquitaine share (including the remaining  
2009 dividend).  
Pursuant to the public tender offer followed by a squeeze out  
announced on March 24, 2010, TOTAL S.A. now owns 100%  
of the securities issued by Elf Aquitaine.  
Elf Aquitaine shares were delisted from Euronext Paris on April 30, 2010  
(AMF notice No. 210C0376).  
The offer, which took place from April 16 to 29, 2010, at the price  
of 305 per share (including the remaining 2009 dividend), was  
(
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.  
136  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Shareholders  
6
4.4. Major shareholders  
4.4.1. Changes in major shareholders’ holdings  
The major shareholders of TOTAL as of December 31, 2010, 2009 and 2008 are set forth in the table below:  
010 2009  
2
2008  
As of December 31  
% of share  
capital  
% of voting  
rights  
% of  
theoretical  
% of share  
capital  
% of voting  
rights  
% of share  
capital  
% of voting  
rights  
voting rights(  
a)  
Groupe Bruxelles Lambert(b)(c)  
Compagnie Nationale à Portefeuille(b)(c)  
Areva(b)  
4.0  
1.6  
0.0  
0.2  
4.0  
1.6  
0.0  
0.2  
3.7  
1.4  
0.0  
0.2  
4.0  
1.4  
0.0  
0.2  
4.0  
1.4  
0.0  
0.2  
4.0  
1.4  
0.3  
0.2  
4.0  
1.4  
0.6  
0.2  
BNP Paribas(b)  
Group employees(b)(d)  
4.0  
7.7  
7.1  
3.9  
7.5  
3.8  
7.4  
Other registered shareholders  
(non-Group)  
1.4  
2.5  
2.3  
1.4  
2.4  
1.2  
2.1  
Treasury shares  
of which TOTAL S.A.  
of which Total Nucléaire  
of which subsidiaries of Elf Aquitaine  
4.8  
0.5  
0.1  
4.2  
-
-
-
-
8.3  
0.5  
0.1  
7.7  
4.9  
0.6  
0.1  
4.2  
-
-
-
-
6.0  
1.8  
0.1  
4.1  
-
-
-
-
Other bearer shareholders  
of which holders of ADS(e)  
84.0  
8.0  
84.0  
8.0  
77.0  
7.4  
84.2  
7.5  
84.5  
7.6  
83.1  
8.2  
84.3  
8.3  
(
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. In addition, Groupe Bruxelles Lambert and Compagnie Nationale à Portefeuille declared their acting in concert.  
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, 2010, the holdings of the major shareholders were calculated based on 2,349,640,931 shares, representing  
2
,350,274,592 voting rights exercisable at Shareholders’ Meetings or 2,563,093,539 theoretical voting rights(1) including:  
12,156,411 voting rights attached to the 12,156,411 TOTAL shares held by TOTAL S.A. that are deprived of voting rights; and  
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.  
For prior years, the holdings of the major shareholders were established on the basis of 2,348,422,884 shares, to which were attached  
,339,384,550 voting rights that could be exercised at the Shareholders’ Meeting, as of December 31, 2009, and of 2,371,808,074 shares  
to which were attached 2,339,251,395 voting rights that could be exercised at the Shareholders’ Meeting, as of December 31, 2008.  
2
4
.4.2. Identification of the holders  
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 15 days by registered mail with return receipt  
requested, and declare the number of securities held.  
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.  
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.  
4
.4.3. Legal thresholds  
In addition to the legal obligation to inform the Company and the  
French Financial Markets Authority within four business days when  
thresholds representing 5%, 10%, 15%, 20%, 25%, 30%, 331/3%,  
5
0%, 662/3%, 90% or 95% of the share capital or voting rights(2) are  
(
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.  
(2) Pursuant to Article 223-11 of the AMF General Regulation, the number of voting rights is calculated on the basis of all outstanding shares, including those shares held by the Group that  
are deprived of voting rights.  
Registration Document 2010. TOTAL  
137  
TOTAL and its shareholders  
6
Shareholders  
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.  
(CNP) and Groupe Bruxelles Lambert (GBL), acting in concert,  
holds 5% or more of TOTAL’s share capital at year-end 2010.  
In addition, two known shareholders held 5% or more of the voting  
(1)  
Declarations are to be sent to the Vice President of the Investor  
Relations department in Paris (contact details in 6.8 of this chapter).  
rights exercisable at TOTAL Shareholders’ Meetings at year-end 2010 :  
CNP jointly with GBL :  
In the AMF notice No. 209C1156 dated September 2, 2009,  
CNP and GBL acting in concert 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  
capital and 5.0009% of the theoretical voting rights(2) (based  
on a share capital of 2,347,601,812 shares representing  
4
.4.4. Temporary transfer of securities  
Pursuant to legal obligations, any legal entity or individual (with the  
exception of those described in paragraph 3 of Article L. 233-7  
of the French Commercial Code) holding alone or together a  
number of shares representing more than 0.5% of the Company’s  
voting rights pursuant to one or several temporary transfers or  
similar operations as described by Article L. 225-126 of the  
French Commercial Code is required to inform the Company and  
the French Financial Markets Authority of the number of shares  
temporarily held no later than the third business days preceding  
the shareholders’ meeting at midnight.  
2,554,431,468 voting rights). To the Company’s knowledge,  
CNP, jointly with GBL, held, as of December 31, 2010, 5.56%  
of the share capital representing 5.59% of the voting rights  
exercisable at Shareholders’ Meetings and 5.12% of the  
theoretical voting rights.  
The collective investment fund (fonds commun de  
placement) “TOTAL ACTIONNARIAT FRANCE” :  
Declarations are to be e-mailed to the Company at:  
holding.df-shareholdingnotifi[email protected]  
To the Company’s knowledge, the collective investment fund  
Failing to declare such information, any share bought under any  
of the above described temporary transfer operations shall be  
deprived of voting rights at the relevant Shareholders’ Meeting and  
at any Shareholders’ Meeting that would be held until such shares  
are transferred again or returned.  
(fonds commun de placement) “TOTAL ACTIONNARIAT FRANCE”  
held, as of December 31, 2010, 3.11% of the share capital  
representing 5.94% of the voting rights exercisable at a  
Shareholders’ Meeting and 5.44% of the theoretical voting rights .  
(2)  
4.4.6. Shareholders’ agreements  
4.4.5. Holdings above the legal thresholds  
TOTAL is not aware of any agreements among its shareholders.  
In accordance with Article L. 233-13 of the French Commercial  
Code, only one shareholder, Compagnie Nationale à Portefeuille  
4.5. Treasury shares  
As of December 31, 2010, the Company held 112,487,679 TOTAL  
shares either directly or through its indirect subsidiaries, which  
represented 4.79% of the share capital, as of this date. By law,  
these shares are also deprived of voting rights.  
4
.5.2. TOTAL shares held by Group companies  
As of December 31, 2010, Total Nucléaire, a Group company  
wholly-owned indirectly by TOTAL held 2,023,672 TOTAL shares.  
As of December 31, 2010, Financière Valorgest, Sogapar and  
Fingestval, indirect subsidiaries of Elf Aquitaine, held respectively  
For further information, see Chapter 8 (General Information -  
Treasury shares) of this Registration Document.  
22,203,704, 4,104,000 and 71,999,892 TOTAL shares,  
representing a total of 98,307,596 TOTAL shares. As of  
December 31, 2010, the Company held through its indirect  
subsidiaries, 4.27% of the share capital.  
4
.5.1. TOTAL shares held directly  
by the Company (treasury shares)  
The Company held 12,156,411 treasury shares as of December 31,  
2010, representing 0.52% of the share capital, as of that date.  
(
(
1) AMF notice No. 207C1811 dated September 2, 2009  
2) 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.  
138  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Shareholders  
6
4.6. Shares held by members of the administrative and management bodies  
Related information appears on Chapter 5 (Corporate Governance, Composition of the Board of Directors and Shares held by Directors  
and Executive Officers) of this Registration Document.  
4.7. Employee shareholding  
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.  
4.8. Shareholding structure  
(Estimates as of December 31, 2010, excluding treasury shares)  
4
.8.1. By shareholder type  
4.8.2. By region  
France 34%  
Group employees(a) 4%  
United Kingdom 11%  
Rest of Europe 23%  
Individual shareholders 8%  
North America 26.5%  
Rest of World 5.5%  
Institutional shareholders 88%  
of which 23% in France  
11% in the United Kingdom  
22.5% in Rest of Europe  
26% in North America  
5.5% 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.  
4.9. Regulated agreements and undertakings and related party transactions  
4
.9.1. Regulated agreements  
4.9.2. Related party transactions  
and undertakings  
Details of transactions with related parties as required by the  
regulations adopted under EC regulation No. 1606/2002, entered  
into by the Group Companies during fiscal years 2008, 2009 or  
2010, appear in Note 24 to the Consolidated Financial Statements  
of this Registration Document.  
The special report of the statutory auditors of TOTAL S.A.  
on regulated agreements and undertakings in accordance with  
Articles L. 225-38 and following of the French Commercial Code  
for fiscal year 2010 appears in Appendix 3, pages 272 and 273  
of this Registration Document.  
These transactions primarily concern equity affiliates and  
non-consolidated companies in which TOTAL exercises  
significant influence.  
The list and purpose of the other regulating to agreements related  
to current operations entered into under normal terms and  
conditions and covered by Article L. 225-39 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.  
Registration Document 2010. TOTAL  
139  
TOTAL and its shareholders  
6
Information for overseas shareholders  
5. Information for overseas shareholders  
5.1. 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, 2010.  
5.2. Non-resident shareholders (other than U.S. shareholders)  
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.  
5.3. Dividends  
Dividends paid to non-French resident shareholders are generally  
subject to French withholding tax at a rate of 25%.  
the dividends to be received by them, provided thatthey 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.  
This withholding tax is reduced to 19% with respect to dividends  
received as from January 1, 2011 by individuals who are residents  
within the European Union, in Iceland and in Norway.  
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, Icelandor Norway are generally subject to  
the French withholding tax rate of 15% under certain conditions  
provided for by an Administrative guideline B.O.I 4 H-2-10.  
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.  
Besides, future court cases may take position on whether or not  
the application of French withholding tax on French-source-dividends  
paid to non French investment/pension funds is contrary to the EU  
principle of freedom of movement of capital.  
This summary does not address the specific withholding tax regime  
at a rate of 50% applicable to dividends transferred to so called  
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 forms  
(Forms N° 5000 and 5001 or any other relevant form to be issued  
by the French tax authorities) 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 12 months from the filing of the abovementioned  
forms. 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.  
“Non Cooperative Countries and Territories” or NCCTS within the  
meaning of the new Section 238-0A of the French Tax Code. A list  
of NCCTs will be established annually and updated by the French  
tax authorities. 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 (“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).  
Copies of the French forms mentioned above are, in principle,  
available from the French non-resident tax office, at the following  
address:  
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.  
Centre des Impôts des Non-Résidents, 10, rue du Centre, 93463  
Noisy-le-Grand, France.  
The foreign taxation of dividends varies from one country to another  
according to their respective tax legislation.  
In most countries, the gross amount of dividendis generally  
included in the recipient’s taxable income. Subject to certain  
Under the “simplified procedure”, such Eligible Holders may claim  
the immediate application of the reduced 15% withholding tax on  
140  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Investor Relations  
6
conditions and limitations, French withholding taxes on dividends  
will be eligible for credit against the holder’s income tax liability.  
A 3% French registration duty assessed on the higher of the  
purchase price and the market value of the shares (subject to a  
cap of 5,000 per transfer) applies to certain transfer of shares in  
French companies. However, this duty does not apply to transfer  
of shares in TOTAL provided that the transfer is not evidenced by  
a written agreement executed in France.  
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.  
Taxation of Disposition of Shares  
A holder may recognize capital gain or loss upon the sale of shares  
in its country of tax residence.  
In general, a non-French resident holder will not be subject to  
French tax on any capital gain from the sale of shares in a French  
company unless the shares form part of a business property of a  
permanent establishment or a fixed base that the non-French  
residents has in France.  
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.  
6. Investor Relations  
6.1. Communication policy  
In addition to the French version of 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.  
States Securities and Exchange Commission (SEC) (see page 162  
of this Registration Document).  
The Group holds regular information sessions and participates in  
conferences for shareholders, investors and financial analysts, both  
in France and abroad.  
In 2010, TOTAL was awarded several prizes by the Institutional  
Investor Research Group, the IR Magazine and the Thomson Extel  
Survey, including a prize for the best Investor Relations Department  
among listed oil and gas companies (Oil & Gas) for the quality of its  
financial communication policy.  
This English version of the Document de référence (Registration  
Document) is provided for information purposes only. The Company  
also files an annual report on Form 20-F, in English, with the United  
6.2. Relationships with institutional investors and financial analysts  
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).  
The Group maintains an active dialogue with shareholders on  
issues related to Corporate Social Responsibility (CSR) through:  
Annual publication of the Society and Environment report.  
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  
With a dedicated team, 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,  
(www.total.com, heading Investors/Presentations).  
contribution to the development of local communities, future  
energies, measures to combat climate change).  
As in previous years, three phone conferences were led by  
the Group’s Chief Financial Officer in 2010 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).  
Meetings focused on these issues are organized and attended  
by shareholders in Europe and in the United States. Nearly 70  
meetings were held in 2010. To better meet the investors’  
expectations, TOTAL also organized group meetings in 2010  
related to energy efficiency, combating climate change (with a  
visit of the carbon capture and storage pilot in southwestern  
France), Sudan and oil sands.  
In 2010, about 600 meetings bringing together institutional  
investors and analysts were organized by the Group.  
(1) Subject to having entered into a brokerage services contract, which is free of charge.  
Registration Document 2010. TOTAL  
141  
TOTAL and its shareholders  
6
Investor relations  
6.3. A quality relationship serving Individual Shareholders  
TOTAL’s Individual Shareholder Relations Department is the first ISO  
001 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 six meetings with individual shareholders held in 2010 in France  
(Clermont Ferrand, La Rochelle, Lille, Mandelieu, Orléans)  
and Germany (Dusseldorf) were attended by nearly 1,800  
participants. In 2011, the next meetings will be held in Belgium  
(Antwerps) and France (Lyon, Aix-en-Provence, Strasbourg,  
Nantes).  
9
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.  
– The Consultative Shareholders Committee, comprised of twelve  
members, held four meetings:  
in March, during a meeting with Mr. Desmarest, then Chairman  
of the Board and currently Honorary Chairman of TOTAL;  
Follow-up audits are conducted on a yearly basis and on  
September 27, 2010, a new certification audit was conducted.  
TOTAL’s Individual Shareholder Relations Department was awarded  
a new certification for three years, which demonstrated the Group’s  
strong commitment to providing individual shareholders with  
valuable financial information over the long term.  
– in May, following the Shareholders’ Meeting;  
– in September, at the Normandy refinery in France;  
– in December, with the Group Chief Financial Officer,  
at La Défense.  
During these meetings, the Consultative Shareholders Committee  
gives its opinion on various components of the communications  
directed towards individual shareholders, including the  
Shareholders’ Newsletter, the program of the Shareholders’ Circle,  
the webzine and the electronic version of the Shareholders’  
notebook.  
In 2010, TOTAL won the 2010 BoursoScan Award for Best  
Financial Information organized by Boursorama, the Best  
Shareholders’ Circle and the Second Shareholders Service prizes  
awarded by the readers of the Le Revenu magazine and the  
Transparency and Financial Information prize awarded by French  
School Sciences Po and French financial publisher Labrador.  
In 2010, the Consultative Shareholders Committee brought its  
contribution to different projects concerning individual shareholders,  
such as the new Shareholders’ Circle program and subscription  
forms, preparation for the Actionaria trade show and the individual  
shareholders’ meeting. Regarding the Shareholders’ Meeting, the  
Consultative Shareholders Committee also addressed the format of  
the shareholders’ meeting notice and gave its feedback on the new  
Society and Environment report. The Committee also gave its  
feedback on the Shareholders’ Meeting.  
As part of this quality assurance certification, a satisfaction form is  
available on the Group’s website in order to improve the Group’s  
feedback (www.total.com, Individual Shareholders/Individual  
Shareholders Relations).  
In 2010, TOTAL also continued to organize meetings and information  
sessions with individual shareholders, in particular as part of  
different events:  
The Shareholders’ Meeting, held on May 21, 2010, gathered  
more than 3,800 attendees at the Paris Convention Center.  
This meeting was broadcast live and was later available on the  
Group’s website. Notice of the meeting is sent to all holders of  
The Shareholders’ Circle, open to shareholders holding at least a  
hundred bearer shares or fifty registered share, organized more  
than twenty events in 2010, gathering over 1,800 shareholder-  
members of the Circle. They visited industrial facilities, cultural and  
natural 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.  
250 or more bearer shares and to all registered shareholders.  
In November, the Group’s Chief Financial Officer answered  
questions from Boursorama’s website visitors during a live web  
chat on the third quarter results, the new dividend payment  
policy and news from the oil and gas industry.  
In this context, more than 11,000 individual shareholders met with  
Group representatives in 2010.  
During the Actionaria Trade Show dedicated to shareholders that  
was held at the Convention Center in Paris in November 2010,  
TOTAL welcomed visitors to a booth dedicated to the Société  
Nationale de Sauvetage en Mer (French sea rescue organization)  
with representatives attending and devoted to offshore exploration  
and production professions. The event gave 1,500 shareholders  
the chance to attend a meeting to share views with Chairman  
and Chief Executive Officer Christophe de Margerie and address  
the events that highlighted the Group’s business in 2010.  
(
(
1) Subject to the approval of the Shareholders’ Meeting of May 13, 2011.  
2) Subject to approval by the Board of Directors.  
142  
TOTAL. Registration Document 2010  
TOTAL and its shareholders  
Investor relations  
6
6.4. 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.  
6.4.1. Registration  
– complete information about TOTAL: the shareholder receives, at  
home, all information published by the Group for its shareholders; and  
There are two forms of registration:  
the ability to join the TOTAL Shareholders’ Circle by holding  
at least fifty shares.  
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 advantages of pure registered shares, in addition to those  
of administered registered shares, include:  
no custodial fees;  
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.  
– easier placement of market orders(1) (phone, mail, fax, internet);  
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  
– possibility to check share holdings on the Internet.  
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:  
6
.4.2. Main advantages of registered shares  
The advantages of registered shares include:  
double voting rights if the shares are held continuously for two  
successive years (page 160 of this Registration Document);  
a bank account number (or a postal account or savings account  
number) for payment of dividends; and  
a specific toll-free number for all contacts with BNP Paribas  
Securities Services (a toll-free call within France from a landline):  
0
800 117 000 or +33 1 40 14 80 61 (from abroad); from  
Monday to Friday (working days), 8:45 a.m. - 6:00 p.m.  
fax +33 1 55 77 34 17); +33 1 55 77 34 17);  
– a market service agreement to facilitate trading TOTAL shares  
on the stock exchange.  
(
6.5. Individual Shareholders Department Contacts  
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:  
Phone:  
From France: 0 800 039 039  
(toll-free number from a landline in France)  
Outside France: + 33 1 47 44 24 02  
From Monday to Friday, 9:00 a.m. - 12:30 p.m.  
and 1:30 p.m. - 5:30 p.m. (Paris time)  
TOTAL S.A.  
Individual Shareholder Relations Department  
Fax:  
From France: 01 47 44 20 14  
Outside France: + 33 1 47 44 20 14  
2, place Jean Millier - La Défense 6  
2078 Paris La Défense Cedex  
9
France  
E-mail:  
From the contact form available at www.total.com,  
heading Individual Shareholders  
Contacts Jean-Marie Rossini  
Head of Individual Shareholders Relations Department)  
(
Registration Document 2010. TOTAL  
143  
TOTAL and its shareholders  
6
Investor relations  
6.6. 2011 Schedule  
February 11  
April 29  
Results for the fourth quarter and full year 2010  
Results for the first quarter 2011  
July 29  
Results for the second quarter and the first half 2011  
September 19 Ex-dividend date for the 2011 first interim dividend(2)  
April 30  
Meeting with individual shareholders in Antwerp  
September 26 Meeting with institutional investors in London  
Performance and mid-2011 outlook  
(
Belgium) during the VFB-Happening  
2011 Shareholders’ Meeting in Paris  
Paris Convention Center)  
May 13  
October 11  
Meeting with individual shareholders  
in Strasbourg (France)  
(
May 23  
May 25  
May 26  
June 8  
Ex-dividend date for the 2010 final dividend(1)  
Meeting with individual shareholders in Lyon (France)  
Payment date for the 2010 final cash dividend(1)  
October 28  
Results for the third quarter 2011  
November 18 -1 9 Actionaria Trade Show in Paris (Convention Center)  
November 29 Meeting with individual shareholders  
in Nantes (France)  
Meeting with individual shareholders  
in Aix-en-Provence (France)  
December 19 Ex-dividend date for the 2011 second  
interim dividend(2)  
6.7. 2012 Schedule  
March 19  
Ex-dividend date for the 2011 third  
interim dividend(2)  
May 11  
Shareholders’ Meeting in Paris  
(Paris Convention Center)  
6.8. Investor Relations Department contacts  
Paris:  
Bertrand de La Noue  
Vice President Investor Relations  
TOTAL S.A.  
North America:  
Robert Hammond  
Director of Investor Relations North America  
TOTAL American Services Inc.  
1201 Louisiana Street, Suite 1800  
Houston, TX 77002  
2, place Jean Millier - La Défense 6  
2078 Paris La Défense Cedex  
9
France  
United States  
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  
Phone: +1 (713) 483-5070  
Fax: +1 (713) 483-5629  
Courriel:ir.tx@total.com  
144  
TOTAL. Registration Document 2010  
Financial information  
7
Financial information  
1.  
Historical financial information  
146  
1
1
.1.  
.2.  
2010, 2009 and 2008 Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146  
Statutory Financial Statements of TOTAL S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146  
2.  
3.  
4.  
5.  
Audit of the historical financial information  
Other information  
146  
146  
147  
147  
Dividend policy  
Legal and arbitration proceedings  
5
5
5
5
5
5
5
5
5
5
.1.  
.2.  
.3.  
.4.  
.5.  
.6.  
.7.  
.8.  
.9.  
Grande Paroisse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .147  
Antitrust investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .148  
Sinking of the Erika . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .149  
Buncefield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .149  
Myanmar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .149  
South Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150  
Iran . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150  
Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150  
Oil-for-Food Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150  
.10. Blue Rapid and the Russian Olympic Committee - Russian regions and Interneft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .151  
6.  
Significant changes  
151  
Registration Document 2010. TOTAL  
145  
Financial information  
7
Historical financial information. Audit of the historical financial information. Other information  
1. Historical financial information  
1.1. 2010, 2009 and 2008 Consolidated Financial Statements  
The Consolidated Financial Statements of TOTAL S.A. and its subsidiaries (the Group) for the years ended December 31, 2010, 2009 and  
008 were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting  
Standards Board (IASB) and as adopted by the European Union as of December 31, 2010.  
2
1.2. Statutory Financial Statements of TOTAL S.A.  
The Statutory Financial Statements of TOTAL S.A., the parent company of the Group, for the years ended December 31, 2010, 2009 and  
008 were prepared in accordance with French accounting standards as applicable on December 31, 2010.  
2
2. Audit of the historical financial information  
The Consolidated Financial Statements for the fiscal year 2010  
which appear in Appendix 1 to this Registration Document  
were certified by the Company’s auditors. A translation of the  
auditors’ report on the Consolidated Financial Statements is  
provided in Appendix 1 (page 166 for information purposes only).  
Consolidated Financial Statements and the Statutory Financial  
Statements which appear on pages 182 and 288 of the French  
version of the Registration Document for fiscal year 2009 which  
was filed with the French Financial Markets Authority (Autorité  
des marchés financiers) on April 1, 2010 (and a translation is  
reproduced on pages 180 and 284 of the English version of such  
Registration Document for information purposes only);  
TOTAL’s Statutory Financial Statements for the fiscal year 2010  
(under French accounting standards) which appear in Appendix 3  
to this Registration Document were also certified by the Company’s  
auditors. A translation of the auditors’ report on the 2010 Statutory  
Financial Statements is provided in Appendix 3 (page 274) for  
information purpose only.  
– the Consolidated and Statutory Financial Statements for fiscal  
year 2008, together with the statutory auditors’ reports on the  
consolidated financial statements and the statutory financial  
statements which appear on pages 176 and 278 of the French  
version of the Registration Document for fiscal year 2008 which  
was filed with the French Financial Markets Authority on April 3,  
Pursuant to Article 28 of EC Regulation No 809/2004,  
are incorporated by reference in this Registration Document:  
2009 (and a translation is reproduced on pages 174 and 272  
the Consolidated and Statutory Financial Statement for fiscal  
year 2009, together with the statutory auditors’ reports on the  
of the English version of such Registration Document for  
information purposes only).  
3. Other 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 EC  
Regulation No. 809/2004 dated April 29, 2004, for the period after  
December 31, 2010.  
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  
146  
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Dividend policy  
7
4. Dividend policy  
The Company’s dividend policy is described in Chapter 6 (TOTAL and its shareholders, Dividend) of this Registration Document.  
5. Legal and arbitration proceedings  
There are no governmental, legal or arbitration proceedings, including any proceeding that the Company is aware of, threatened with or even  
pending (including the main legal proceedings described hereafter) that could have a material impact on the Group’s financial situation or profitability.  
The main legal proceedings in which the Group’s companies are involved are described below.  
5.1. Grande Paroisse  
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.  
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.  
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, 2009,  
and lasted approximately four months.  
This plant has been closed and individual assistance packages  
have been provided for employees. The site has been rehabilitated.  
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.  
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.  
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.  
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  
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.  
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 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.  
The appeal proceedings are expected to start before the Court  
of Appeal of Toulouse on November 3, 2011.  
A compensation mechanism for victims was set up immediately  
following the explosion. 2.3 billion were paid for the compensation  
of claims and related expenses amounts. As of December 31, 2010,  
a 31 million reserve was recorded in the Group’s consolidated  
balance sheet.  
Registration Document 2010. TOTAL  
147  
Financial information  
7
Legal and arbitration proceedings  
5.2. Antitrust investigations  
For the year ended 2010, the Group has not been fined pursuant to a Court ruling. The principal antitrust proceedings in which the Group  
is involved are described hereafter.  
5
.2.1. Chemicals Segment  
TOTAL S.A. and Elf Aquitaine are contesting their liability based  
solely on their status as parent companies and appealed for  
cancelation and reformation of the rulings that are still pending before  
the relevant EU court of appeals or supreme court of appeals.  
As part of the spin-off of Arkema(1) in 2006, TOTAL S.A. or certain  
other Group companies agreed to grant Arkema guarantees for  
potential monetary consequences related to antitrust proceedings  
arising from events prior to the spin-off.  
Besides, a civil proceeding against Arkema and five groups  
of companies was initiated before a German regional court by  
a third party for an alleged damage pursuant to one of the above  
described legal proceedings. TOTAL S.A. was summoned to serve  
notice of the dispute before this court. At this point, the probability  
to have a favorable verdict and the financial impacts of this  
procedure are uncertain due to the number of legal difficulties it  
gave rise to, the lack of documented claim and the complex  
evaluation of the alleged damage.  
These guarantees cover, for a period of ten years, 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. The guarantee related  
to anti-competition violations in Europe applies to amounts above  
a 176.5 million threshold. 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.  
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 regarding events prior to the  
spin-off, as well as Elf Aquitaine and/or TOTAL S.A. based on  
their status as parent company.  
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  
Within the framework of the legal proceedings described above,  
a 17 million reserve is booked in the Group’s consolidated  
financial statements as of December 31, 2010.  
(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.  
5.2.2. Downstream segment  
Pursuant to a statement of objections received by Total Nederland  
N.V. and TOTAL S.A. (based on its status as parent company)  
from the European Commission, Total Nederland N.V. was fined  
in 2006 20.25 million, which has been paid, and for which  
TOTAL S.A. was held jointly liable for 13.5 million. TOTAL S.A.  
appealed this decision before the relevant court and this appeal  
is still pending.  
In the United States, investigations into certain commercial  
practices of some subsidiaries of the Arkema group have been  
closed since 2007; no charges have been brought against Arkema.  
Civil liability lawsuits, for which TOTAL S.A. has been named as  
the parent company, are about to be closed and are not expected  
to have a significant impact on the Group’s financial position.  
In Europe, since 2006, the European Commission has fined  
companies of the Group in its configuration prior to the spin-off  
an overall amount of 385.47 million, of which Elf Aquitaine  
and/or TOTAL S.A. and their subsidiaries were held jointly liable  
for 280.17 million, Elf Aquitaine being personally fined 23.6 million  
for deterrence. These fines are entirely settled as of today.  
In addition, pursuant to a statement of objections received  
by Total Raffinage Marketing (formerly Total France) and  
TOTAL S.A. from the European Commission regarding another  
product line of the Refining & Marketing division, Total Raffinage  
Marketing was fined 128.2 million in 2008, which has been  
paid, and for which TOTAL S.A. was held jointly liable based on  
its status as parent company. TOTAL S.A. also appealed this  
decision that is still pending before the relevant court.  
(2)  
As a result , since the spin-off, the Group has paid the overall  
amount of 188.07 million, corresponding to 90% of the fines  
overall amount once the threshold provided for by the guarantee  
is deducted.  
Finally, TotalGaz and Total Raffinage Marketing received in July 2009  
a statement of objections from the French Antitrust Authority  
(Autorité de la concurrence française) regarding alleged antitrust  
practices concerning another product line of the Refining &  
Marketing division. The case was dismissed by decision  
of the French antitrust authorities on December 17, 2010.  
The European Commission imposed these fines following  
investigations between 2000 and 2004 into commercial  
practices involving eight products sold by Arkema. Five of  
these investigations resulted in prosecutions from the European  
Commission for which Elf Aquitaine has been named as the parent  
company and two of these investigations named TOTAL S.A.  
as the ultimate parent company of the Group.  
Given the discretionary powers granted to the antitrust authorities  
for determining fines relating to antitrust regulations, it is not currently  
(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.  
(2) This amount does not take into account a case that led to Arkema, prior to Arkema’s spin-off from TOTAL, and Elf Aquitaine being fined jointly 45 million and Arkema being  
fined 13.5 million. This case is referred to in past Registration Documents.  
148  
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Financial information  
Legal and arbitration proceedings  
7
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.  
5.3. Sinking of the Erika  
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,  
Forty-one third parties have been compensated for an aggregate  
amount of 171.5 million.  
By a decision dated March 30, 2010, the Court of Appeal of Paris  
upheld the lower court verdict pursuant to which TOTAL S.A. was  
convicted of marine pollution and fined 375,000. TOTAL appealed  
this decision to the French Supreme Court (Cour de cassation).  
2
008, finding that TOTAL S.A. was negligent in its vetting procedure  
for vessel selection and ordering TOTAL S.A. to pay a fine of  
375,000. The court also ordered compensation to be paid to those  
affected by the 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  
However, the Court of Appeal ruled that TOTAL S.A. bears no civil  
liability according to the applicable international conventions and  
consequently ruled that TOTAL S.A. be not convicted.  
classification firm, the Erika’s owner and the Erika’s manager.  
TOTAL S.A. believes that, based on the information currently  
available, the case should not have a significant impact on  
the Group’s financial situation or consolidated results.  
TOTAL has appealed the verdict of January 16, 2008. In the  
meantime, it nevertheless proposed to pay third parties who so  
requested definitive compensation as determined by the court.  
5.4. 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 was operated by Hertfordshire Oil Storage Limited (HOSL),  
a company in which TOTAL’s UK subsidiary holds 60% and another  
oil group holds 40%.  
TOTAL’s UK subsidiary finally decided to withdraw from this recourse  
due to settlement agreements reached in mid-February 2011.  
The Group carries insurance for damage to its interests in these  
facilities, business interruption and civil liability claims from third parties.  
The provision for the civil liability that appears in the Group ’s consolidated  
financial statements as of December 31, 2010, stands at 194 million  
after taking into account the payments previously made.  
The explosion caused injuries, most of which were 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 had 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 trial took place in January 2010. The Court of Appeals,  
by a decision handed down on March 4, 2010, confirmed the prior  
judgment. The Supreme Court of United Kingdom has partially  
authorized TOTAL’s UK subsidiary to contest the decision.  
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.  
In addition, 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.  
By a judgment on July 16, 2010, TOTAL’s UK subsidiary was fined  
£3.6 million. The decision takes into account a number of elements  
that have mitigated the impact of the charges brought against it.  
5.5. Myanmar  
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.  
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.  
Despite this decision, the Belgian Ministry of Justice asked the  
Belgian federal prosecutor to request that the investigating judge  
Registration Document 2010. TOTAL  
149  
Financial information  
7
Legal and arbitration proceedings  
5.6. South Africa  
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 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.  
5.7. Iran  
In 2003, the United States Securities and Exchange Commission (SEC)  
followed by the Department of Justice (DoJ) issued a formal order  
directing an investigation in connection with the pursuit of business  
in Iran, by certain oil companies including, among others, TOTAL.  
obligation to improve internal compliance systems or other measures.  
In this same case, a judicial inquiry related to TOTAL was initiated  
in France in 2006. 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 Company has not been  
notified of any significant developments in the proceedings since  
the formal investigation was launched.  
The inquiry concerns an agreement concluded by the Company  
with a consultant concerning a gas field in Iran and aims to verify  
whether certain payments made under this agreement would have  
benefited Iranian officials in violation of the Foreign Corrupt Practices  
Act (FCPA) and the Company’s accounting obligations.  
At this point, the Company cannot determine when these  
investigations will terminate, and cannot predict their results, or the  
outcome of the talks that have been initiated, or the costs of a potential  
out-of-court settlement. Resolving this case is not expected to have  
a significant impact on the Group’s financial situation or any impacts  
on its future planned operations.  
Investigations are still pending and the Company is cooperating  
with the SEC and the DoJ. In 2010, the Company opened talks  
with U.S. authorities, without any acknowledgement of facts,  
to consider an out-of-court settlement. Generally, out-of-court  
settlements with U.S. authorities include payment of fines and the  
5.8. Italy  
As part of an investigation led by the Prosecutor of the Republic  
of the Potenza court, Total Italia and certain Group’s employees  
are the subject of an investigation related to certain calls for tenders  
that Total Italia made for the preparation and development of the  
Tempa Rossa 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 dated  
April 8, 2009, the Court reversed the suspension of the Gorgoglione  
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 criminal investigation was closed in the first half of 2010.  
The preliminary hearing judge, who will decide whether the case  
shall be returned to the Criminal Court to be judged on the merits,  
held the first hearing on December 6, 2010. The next hearing is  
scheduled during the first half of 2011.  
In 2010, Total Italia’s exploration and production operations were  
transferred to Total E&P Italia and refining and marketing operations  
were merged with those of Erg Petroli.  
5
.9. Oil-for-Food Program  
Several countries have launched investigations concerning possible  
violations related to the United Nations (UN) Oil-for-Food program in Iraq.  
In early 2010, despite the recommendation of the Prosecutor’s office,  
a new investigating judge, having taken over the case, decided to  
indict TOTAL S.A. on bribery charges as well as complicity and influence  
peddling. The indictment was brought eight years after the beginning  
of the investigation without any new evidence being added to the affair.  
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 Chairman and 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  
In October 2010, the Prosecutor’s office recommended to the  
investigating judge that the case against TOTAL S.A. and the  
Group’s current and former employees and TOTAL’s Chairman and  
Chief Executive Officer not be pursued. The investigating judge’s  
decision on this matter is pending.  
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 Volcker 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 with  
respect to TOTAL.  
recommended to the investigating judge that the case against the  
Group’s current and former employees and TOTAL’s Chairman and  
Chief Executive Officer not be pursued.  
150  
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Financial information  
Significant changes  
7
5.10. Blue Rapid and the Russian Olympic Committee - Russian regions  
and Interneft  
Blue Rapid, a Panamanian company, and the Russian Olympic  
Committee filed a claim for damages with the Paris Commercial  
Court against Elf Aquitaine concerning the withdrawal of one of its  
subsidiary from an exploration and production project in Russia that  
was negotiated in the early 1990s. 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. The hearings are expected to be held during  
the first half of 2011.  
In connection with the same facts, and fifteen years after the  
termination of this exploration and production project, a Russian  
company and two regions of the Russian Federation have launched  
an arbitration procedure against a former subsidiary of Elf Aquitaine  
that was liquidated in 2005, claiming damages of an unspecified  
amount at this stage of the procedure. The Group considers this claim  
to be unfounded. The Group has reserved its rights to take any actions  
and/or measures that would be appropriate to defend its interests.  
6. Significant changes  
Except for the recent events mentioned hereafter, in the Management  
Report of the Board of Directors (Chapter 3) or in the Business  
overview (Chapter 2), no significant changes in the Group’s financial  
or commercial position have occurred since December 31, 2010,  
the end of the last fiscal year for which audited financial statements  
have been published by the Company.  
on obtaining all requisite approvals. For further information, see  
paragraph 5.3 of Chapter 8.  
In early March 2011, the Group also announced the signature of two  
agreements on principle with the Russian Company Novatek and its  
major shareholders. For further information, see paragraph 5.2 of  
Chapter 2.  
In February 2011, TOTAL signed an agreement to dispose  
of its 48.83% interest in CEPSA. The transaction is conditioned  
Registration Document 2010. TOTAL  
151  
152  
TOTAL. Registration Document 2010  
General information  
8
General information  
1.  
Share capital  
154  
1.1.  
1.2.  
1.3.  
1.4.  
1.5.  
1.6.  
Share capital as of December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .154  
Features of the shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .154  
Authorized share capital not issued as of December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .154  
Potential share capital as of December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .157  
Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .157  
Share capital history . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .157  
2.  
Articles of incorporation and by-laws; other information  
158  
2.1.  
2.2.  
2.3.  
2.4.  
2.5.  
2.6.  
2.7.  
2.8.  
General information concerning the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .158  
Summary of the Company’s purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .158  
Provisions of the by-laws governing the administration and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159  
Rights, privileges and restrictions attached to the shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159  
Amending shareholders’ rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .160  
Shareholders’ meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .160  
Thresholds to be declared according to the by-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161  
Changes in the share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161  
3.  
Other matters  
161  
3.1.  
3.2.  
3.3.  
3.4.  
Employee incentives and profit-sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161  
Pension savings plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161  
Agreements mentioned in Article L. 225-100-3 of the French Commercial Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161  
Filing of Form 20-F with the United States Securities and Exchange Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .162  
4
.
.
Documents on display  
Information on holdings  
162  
162  
5
5.1.  
5.2.  
5.3.  
5.4.  
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .162  
TOTAL’s interest in Sanofi-Aventis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .163  
TOTAL’s interest in CEPSA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .163  
TOTAL’s interest in Arkema . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .163  
Registration Document 2010. TOTAL  
153  
General information  
8
Share capital  
1. Share capital  
1.1. Share capital as of December 31, 2010  
5,874,102,327.50 consisting of 2,349,640,931 fully paid shares.  
1.2. 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 160  
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 an account.  
1.3. Authorized share capital not issued as of December 31, 2010  
A table summarizing the currently valid delegations and authorizations  
to increase share capital that have been granted by the Shareholders’  
Meeting to the Board of Directors, and the uses made of those  
delegations of authority in fiscal year 2010, is provided on page 156  
of this Registration Document.  
is counted against the maximum aggregate nominal amount of  
2.5 billion authorized by the seventeenth resolution of the  
Shareholders’ Meeting held on May 21, 2010.  
Furthermore, the maximum nominal amount of the debt securities  
granting rights to the Company’s share capital that may be issued  
pursuant to the above mentioned seventeenth and eighteenth  
resolutions may not exceed 10 billion, or their exchange value,  
on the date of issuance.  
1
.3.1. Seventeenth resolution of the  
Shareholders’ Meeting held on May 21, 2010  
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, i.e., 1 billion shares (delegation of authority valid  
for twenty-six months).  
1
.3.3. Nineteenth resolution of the  
Shareholders’ Meeting held on May 21, 2010  
Delegation of power 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 as compensation  
of in-kind contribution granted to the Company, by an amount not  
exceeding 10% of the share capital outstanding at the date of the  
Shareholders’ Meeting on May 21, 2010 (delegation of authority valid  
for twenty-six months). The nominal amount of the capital increases  
is counted against the maximum aggregate nominal amount of  
Furthermore, the maximum nominal amount of the debt securities  
granting rights to the Company’s share capital that may be issued  
pursuant to the seventeenth resolution and the eighteenth  
resolution (mentioned below) may not exceed 10 billion, or their  
exchange value, on the date of issuance.  
850 million authorized by the eighteenth resolution of the  
Shareholders’ Meeting held on May 21, 2010.  
1
.3.2. Eighteenth resolution of the  
Shareholders’ Meeting held on May 21, 2010  
1
.3.4. Twentieth resolution of the  
Shareholders’ Meeting held on May 21, 2010  
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, canceling shareholders’ 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 L. 225-148 of the French  
Commercial Code. This resolution grants the Board of Directors the  
ability to grant 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  
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). 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 seventeenth resolution of the Shareholders’ Meeting held  
on May 21, 2010.  
Given that the Board of Directors made use of this delegation  
of authority on October 28, 2010, the authorized share capital  
not issued with respect to capital increases reserved for employees  
850 million, i.e., 340 million shares (delegation of authority valid  
for twenty-six months). The nominal amount of the capital increases  
154  
Registration Document 2010. TOTAL  
General information  
Share capital  
8
participating in Company Savings Plan was 58,111,532.50  
as of December 31, 2010, representing 23,244,613 shares .  
1.3.6. Twenty-first resolution of the  
Shareholders’ Meeting held on May 21, 2010  
(1)  
As a result of the use of the delegation authorizing capital increases  
reserved for employees decided by the Board on October 28, 2010,  
and given that the Board of Directors did not make use of the  
delegations of authority granted by the seventeenth, eighteenth  
and nineteenth resolutions of the Shareholders’ Meeting held on  
May 21, 2010, the authorized capital not issued was 2.47 billion  
as of December 31, 2010, representing 988 million shares.  
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. In addition, the  
options awarded to the Company’s management (Chairman and  
Chief Executive Officer) cannot exceed 0.1% of the outstanding  
share capital on the date of the meeting of the Board of Directors  
that approves the stock options grant (authorization valid for  
thirty-eight months).  
1
.3.5. Seventeenth resolution of the  
Shareholders’ Meeting held on May 16, 2008  
Pursuant to this authorization, 4,925,000 stock options were awarded  
by the Board of Directors at its meeting on September 14, 2010,  
including 240,000 to the Chairman and Chief Executive Officer.  
As of December 31, 2010, 30,319,613 stock options, including  
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).  
2,109,640 to the Company’s management (Chairman and Chief  
Executive Officer), could still be awarded pursuant to this authorization.  
Pursuant to this authorization:  
1
.3.7. Seventeenth resolution of the  
2,800,000 outstanding TOTAL shares were awarded on  
October 9, 2008, by decision of the Board of Directors at its  
meeting on September 9, 2008;  
Shareholders’ Meeting held on May 11, 2007  
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. The Board did not make  
use of this delegation of authority during fiscal year 2010.  
3,000,000 outstanding TOTAL shares were awarded by decision  
of the Board of Directors at its meeting on September 15, 2009;  
2,579,500 new shares (or outstanding shares in the case  
of an anticipated final grant) under the global free TOTAL share  
plan intended for all Group employees by decision of the Board  
of Directors at its meeting on May 21, 2010; and  
Thus, as of December 31, 2010, taking into account the cancelation  
of 24,800,000 shares on July 30, 2009, pursuant to the authorization  
granted by the Shareholder’s Meeting on May 11, 2007,  
210,164,093 shares could still be cancelled under these  
authorizations up to and including July 30, 2011, before reaching  
the cancelation threshold of 10% of the share capital cancelled  
during a 24-month period.  
3,015,000 outstanding TOTAL shares were awarded by decision  
of the Board of Directors at its meeting on September 14, 2010.  
As of December 31, 2010, 7,402,627 shares could still be awarded  
pursuant to this authorization.  
(
1) Assuming that the overall number of subscriptions received as part of the capital increase reserved for employees decided on October 28, 2010, and not completed yet  
as of December 31, 2010, reaches the maximum number of shares approved by the Board of Directors for the use of such delegation.  
Registration Document 2010. TOTAL  
155  
General information  
8
Share capital  
Summary table of valid delegations (Article L. 225-100 of the French Commercial Code) and authorizations to increase the share capital  
granted to the Board of Directors as of December 31, 2010:  
Type  
Par value limit, or maximum number  
of shares expressed as % of share  
capital (par value, number of shares  
or % of share capital)  
Use in 2010,  
par value,  
or number  
of shares  
Available balance  
as of 12/31/2010,  
par value, or  
Date  
Term  
of authorization  
granted  
to the Board  
of Directors  
of delegation  
of authority  
or authorization  
number of shares  
Issuance  
of debt  
securities  
representing  
rights to  
capital  
10 B€  
of securities  
-
10 B€  
ESM(a) of  
26 months  
May 21, 2010  
th  
th  
(17 and 18  
resolution)  
2
.5 B, i.e. a maximum of  
12 million shares  
(within the specific  
sub-cap 2/ below)  
2.47 B€  
ESM(a) of  
26 months  
26 months  
1
,000 million shares issued with  
(i.e. 988 million  
May 21, 2010  
a pre-emptive subscription right,  
of which  
shares)  
(b)  
(17 resolution)  
th  
1/ a specific sub-cap of 850 M,  
-
850 M€  
ESM(a) of  
Maximum  
cap for the  
issuance  
of securities  
granting  
immediate or  
future rights  
to share  
i.e. a maximum of 340 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  
L. 225-148 of the French Commercial  
Code  
May 21, 2010  
(18 resolution)  
th  
Issuance  
of shares  
capital  
a sub-cap of 10% of the share  
-
587.2 M€  
ESM(a) of  
26 months  
26 months  
capital on the date of the Shareholders’  
May 21, 2010  
(19 resolution)  
(c)  
th  
Meeting on May 21, 2010 (587.2 M)  
through in-kind contributions when  
provisions of Article L. 225-148  
of the French Commercial Code  
are not applicable  
2
/ a specific sub-cap of 1.5% of the  
12 million  
shares  
23.2 million  
shares  
ESM(a) of  
(e)  
(e)  
share capital on the date of Board  
May 21, 2010  
(d)  
th  
decision , for capital increases  
reserved for employees participating  
in Company Savings Plan  
(20 resolution)  
1.5% of share capital(d) on the date  
of Board decision to grant options  
ESM(a) of  
38 months  
38 months  
Stock options  
4.9 million  
shares  
30.3 million  
shares  
(f)  
(f)  
May 21, 2010  
th  
(
21 resolution)  
0.8% of share capital(d) on the  
date of Board decision to grant  
the restricted/free shares  
ESM(a) of  
Restricted/free shares awarded  
to Group employees  
and to executives and officers  
5.6 million  
7.4 million  
(g)  
(g)  
shares  
shares  
May 16, 2008  
th  
(17 resolution)  
(
(
a) ESM = Extraordinary Shareholders’ Meeting.  
b) The number of new shares authorized under the 17th resolution of the ESM held on May 21, 2010, cannot exceed 1,000 million shares. The Board of Directors on October 28, 2010,  
set a maximum number of 12,000,000 shares for the capital increase reserved for employees. As a result, the balance available under this authorization was 988 million new shares  
as of December 31, 2010, i.e., 1,000 million shares, minus the 12,000,000 shares.  
(
(
(
c) Share capital as of May 21, 2010: 2,348,674,735 shares.  
d) Share capital as of December 31, 2010: 2,349,640,931 shares.  
e) The number of shares authorized under the 20th resolution of the May 21, 2010, ESM may not exceed 1.5% of the share capital on the date when the Board of Directors decided  
to use the delegation of authority. The Board of Directors on October 28, 2010, set a maximum number of 12,000,000 shares for the capital increase reserved for employees. As a result,  
the balance available under this authorization was 23,244,613 new shares as of December 31, 2010, i.e. 1.5% of the 2,349,640,931 outstanding shares at year-end, minus  
the 12,000,000 shares.  
st  
(f) The number of stock options authorized under the 21 resolution of the May 21, 2010 ESM may not exceed 1.5% of the share capital on the date the options are awarded by the  
Board of Directors. Since 4,925,000 TOTAL share subscription options were awarded by the Board of Directors on September 14, 2010, the number of options that may still be  
awarded as of December 31, 2010, was 30,319,640, which represents 1.5% of the 2,349,640,931 outstanding shares at year-end, minus 4,925,000 options already awarded and  
st  
representing the same number of shares. In addition, the options awarded to the Company’s management (Chairman and Chief Executive Officer) under the 21 resolution of the ESM held  
on May 21, 2010, cannot exceed 0.1% of the outstanding share capital on the date of the decision of the Board of Directors to proceed with the grant. Given the 240,000 subscription  
options awarded to the Chairman and Chief Executive Officer by the Board of Directors at its meeting on September 14, 2010, the number of options that may still be awarded to the  
Company’s management (Chairman and Chief Executive Officer) was 2,109,640, i.e., 0.1% of the 2,349,640,931 outstanding shares at year-end, minus the 240,000 options already  
awarded and representing the same number of shares.  
(
g) The number of 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 when the restricted shares are awarded by the Board of Directors. As the Board of Directors awarded 2,800,000 outstanding TOTAL shares on September 9, 2008,  
3
,000,000 outstanding TOTAL shares on September 15, 2009, 2,579,500 new TOTAL shares (or outstanding shares in the case of an anticipated final grant) as part of the free share  
plan for all Group employees on May 21, 2010, and 3,015,000 outstanding TOTAL shares on September 14, 2010, the number of shares that may still be awarded as of December 31, 2010,  
is 7,402,627 shares, which represents 0.8% of the outstanding 2,349,640,931 shares at year-end, minus the 11,394,500 shares already awarded.  
156  
Registration Document 2010. TOTAL  
General information  
Share capital  
8
1.4. Potential share capital as of December 31, 2010  
Securities granting rights to TOTAL shares, through exercise or  
redemption, are TOTAL share subscription options amounting to  
The potential share capital (existing share capital plus securities  
granting rights to TOTAL shares, through exercise or redemption)  
represents 102.10% of the share capital as of December 31, 2010,  
on the basis of 2,349,640,931 TOTAL shares constituting the share  
capital as of December 31, 2010, and of 49,267,826 TOTAL shares  
that could be issued upon the exercise of TOTAL options.  
49,267,826 share subscription options as of December 31, 2010,  
divided into 5,734,444 options(1) for the plan awarded by the Board  
of Directors at its meeting on July 16, 2003, 12,338,847 options(1)  
for the plan awarded by the Board of Directors at its meeting on  
July 20, 2004, 6,178,856 options(1) for the plan awarded by the Board  
of Directors at its meeting on July 19, 2005, 5,640,886 options  
for the plan awarded by the Board of Directors at its meeting on  
July 18, 2006, 5,866,445 options for the plan awarded by the Board  
of Directors at its meeting on July 17, 2007, 4,349,158 options for  
the October 9, 2008 plan awarded by the Board of Directors at its  
meeting on September 9, 2008, 4,371,890 options for the plan awarded  
by the Board of Directors at its meeting on September 15, 2009,  
and 4,787,300 options for the plan awarded by the Board of Directors  
at its meeting on September 14, 2010.  
In addition, the global free TOTAL share plan intended for all Group  
employees awarded by the Board of Directors at its meeting on  
May 21, 2010, is likely to result in the issuance of a maximum of  
2,579,225 shares as of December 31, 2010.  
1.5. Treasury shares  
As of December 31, 2010  
Percentage of share capital held by TOTAL S.A.  
0.52%  
Number of shares held in portfolio  
Book value of the portfolio (at purchase price) (M)  
Market value of portfolio (M)(a)  
12,156,411  
477  
482  
Percentage of capital held by the entire Group(b)  
4.79%  
Number of shares held in portfolio  
Book value of the portfolio (at purchase price) (M)  
Market value of portfolio (M)(a)  
112,487,679  
3,503  
4,460  
(
a) Based on a market price of 39.65 per share as of December 31, 2010.  
(b) TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.  
1.6. Share capital history  
(Since January 1, 2008)  
1.6.1. Fiscal 2008  
April 25, 2008  
Certification of the subscription to 4,870,386 new shares, par value 2.50, 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.  
Reduction of the share capital from 6,001,006,207.50 to 5,926,006,207.50, through the cancelation of  
0,000,000 treasury shares, par value 2.50.  
July 31, 2008  
3
January 13, 2009  
Certification of the issuance of 1,405,591 new shares, par value 2.50 per share, between January 1 and  
December 31, 2008, raising the share capital by 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 37,904 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.  
Registration Document 2010. TOTAL  
157  
General information  
8
Articles of incorporation and by-laws; other information  
1.6.2. Fiscal 2009  
July 30, 2009  
Reduction of the share capital from 5,929,520,185 to 5,867,520,185, through the cancelation of 24,800,000 treasury  
shares, par value 2.50.  
January 12, 2010  
Certification of the issuance of 1,414,810 new shares, par value 2.50 per share, between January 1 and December 31,  
2009, raising the share capital by 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).  
1.6.3. Fiscal 2010  
January 12, 2011  
Certification of the issuance of 1,218,047 new shares, par value 2.50, through the exercise of the Company’s  
stock options between January 1 and December 31, 2010, raising the share capital by 3,045,117.50 from  
5,871,057,210 to 5,874,102,327.50.  
2. Articles of incorporation and by-laws; other information  
2.1. General information concerning the Company  
2.1.1. Name  
2.1.6. By-laws  
TOTAL S.A.  
On file with Maîtres Gildas Le Gonidec de Kerhalic  
and Frédéric Lucet, Notaries in Paris  
2
.1.2. Headquarters  
2.1.7. APE Code (NAF)  
2, place Jean Millier, La Défense 6, 92400 Courbevoie (France)  
111Z until January 7, 2008  
2.1.3. Legal form and nationality  
741J since January 8, 2008  
A French société anonyme (limited liability company)  
2.1.8. Term  
2
.1.4. Trade Registry  
99 years from March 22, 2000, to expire on March 22, 2099,  
unless dissolved prior to this date or extended  
542 051 180 RCS Nanterre  
2
.1.9. Fiscal year  
2
.1.5. EC Registration Number  
From January 1 to December 31 of each year  
FR 59 542 051 180  
2.2. Summary of the 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.  
158  
Registration Document 2010. TOTAL  
General information  
Articles of incorporation and by-laws; other information  
8
2.3. Provisions of the by-laws governing  
the administration and management bodies  
2
.3.1. Election of directors and term of office  
2.3.4. Minimum interest in the Company  
held by directors  
Directors are elected by the Shareholders’ Meeting for a 3-year  
term up to a maximum number of directors authorized by law  
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.  
(currently 18), subject to the legal provisions that allow the term to  
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.  
2.3.5. 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.  
2
.3.2. Age limit of directors  
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.  
2.3.6. Rules of procedure of the Board  
and Committees of the Board of Directors  
The director permanent representative of a legal entity must be  
under 70 years old.  
See Chapter 5 (Corporate Governance - Report of the Chairman  
of the Board of Directors) of this Registration Document.  
2
.3.3. Age limit of the Chairman  
2.3.7. Form of Management  
and the Chief Executive Officer  
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.  
The duties of the Chairman of the Board and Chief Executive Officer  
automatically cease on their 65th birthday at the latest.  
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.  
On May 21, 2010, the Board of Directors decided to reunify the  
positions of Chairman and Chief Executive Officer and appointed  
the Chief Executive Officer in the position of Chairman and Chief  
Executive Officer.  
The management form selected shall remain in effect until a  
decision to the contrary is made by the Board of Directors.  
2.4. Rights, privileges and restrictions attached to the shares  
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.  
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.  
Registration Document 2010. TOTAL  
159  
General information  
8
Articles of incorporation and by-laws; other information  
2.4.1. Double voting rights  
2.4.3. Fractional rights  
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  
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.  
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.  
(1)  
2.4.4. Statutory allocation of profits  
2
.4.2. Limitation of voting rights  
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.  
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, in the case of double  
voting rights, this limit may be extended to 20%.  
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  
10% of the share capital;  
Moreover, Article 18 of the 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-thirds of the Company’s 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.  
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.  
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.  
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.  
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.  
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-thirds  
of the Company’s shares.  
Dividends which have not been claimed at the end of a 5-year  
period are forfeited to the French government.  
2.5. Amending shareholders’ rights  
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.  
2.6. Shareholders’ meetings  
2.6.1. Notice of meetings  
Shareholders’ Meetings are convened and conducted under the conditions provided for by law.  
(
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).  
160  
Registration Document 2010. TOTAL  
General information  
Other matters  
8
2
.6.2. Admission to meetings  
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.  
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  
2.7. Thresholds to be declared according to the by-laws  
Any individual or entity who directly or indirectly acquires a  
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.  
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. They  
2.8. 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.  
3. Other matters  
3.1. Employee incentives and profit-sharing  
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 2010 would total  
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).  
The Group made gross additional contributions to various savings  
plans that totaled 57 million in 2010.  
106.1 million.  
3.2. Pension savings plan  
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.  
3.3. Agreements mentioned in Article L. 225-100-3 of the French Commercial Code  
There are no agreements mentioned in paragraph 9 or 10 of Article L. 225-100-3 of the French Commercial Code.  
Registration Document 2010. TOTAL  
161  
General information  
8
Documents on display  
3.4. Filing of Form 20-F with the United States  
Securities and Exchange Commission  
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.  
of the effectiveness of the disclosure controls and procedures as  
defined by U.S. regulations, over the period covered by the Form  
20-F. For 2010, the Chairman and Chief Executive Officer and the  
Chief Financial Officer concluded that the disclosure controls and  
procedures were effective.  
Pursuant to the requirements introduced by Section 302 of the  
Sarbanes-Oxley Act of July 30, 2002, the Chairman and Chief  
Executive Officer and the Chief Financial Officer of the Company  
have conducted, with the assistance of Management, an evaluation  
4. 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, 2010 or for  
previous fiscal years may be consulted at the Company’s principal  
offices pursuant to the legal and regulatory provisions in force.  
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’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  
5. Information on holdings  
5.1. General information  
As of December 31, 2010, there were 687 consolidated subsidiaries,  
of which 596 were fully consolidated and 91 were accounted for under  
the equity method.  
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.  
TOTAL S.A.’s scope of consolidation includes at least 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  
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.  
162  
Registration Document 2010. TOTAL  
General information  
Information on holdings  
8
5.2. TOTAL’s interest in Sanofi-Aventis  
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  
in concert regarding Sanofi-Aventis(1) 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.  
threshold on May 17, 2010, pursuant to the conversion of Sanofi-  
Aventis registered shares to bearer shares, which led to a decrease  
in the Group’s voting rights and to the disposal of Sanofi-Aventis  
registered shares on the market, such that the Group held 5.88%  
of the share capital and 9.78% of the voting rights of the company.  
Over the years 2008 and 2009, TOTAL’s interest in Sanofi-Aventis  
successively changed 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, and then from 11.29% of the  
outstanding shares and 18.16% of the voting rights to 7.33%  
of the outstanding shares and 12.29% of the voting rights.  
In 2010, TOTAL’s holdings in Sanofi-Aventis, held indirectly through  
its subsidiary Elf Aquitaine, decreased from 7.33% of the share  
capital and 12.29% of the voting rights (or 96,692,473 shares for  
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.  
1
90,899,986 voting rights) as of December 31, 2009(2) to 5.51% of  
the share capital and 9.15% of the voting rights (or 72,186,832  
shares for 139,195,845 voting rights) as of December 31, 2010 .  
(3)  
For a description of Sanofi-Aventis, please consult the publications  
issued by that company.  
On May 21, 2010, TOTAL declared in the AMF notice No. 210C0430,  
that its voting rights in Sanofi-Aventis indirectly fell below the 10%  
5.3. TOTAL’s interest in CEPSA  
TOTAL has been a shareholder of the Spanish oil and gas company  
CEPSA since 1990.  
On February 16, 2011, TOTAL announced it had signed an agreement  
whereby TOTAL will sell its 48.83% share in the capital of CEPSA.  
This sale will take place pursuant to a public takeover bid over  
the entire share capital of CEPSA that IPIC has undertaken to file  
with the Spanish Securities Commission CNMV. IPIC will offer 28  
per share of CEPSA and a dividend of 0.50 per share shall be  
paid to existing shareholders. TOTAL has undertaken irrevocably  
to tender its shares into the offer and will receive an amount  
of approximately 3.7 billion. The transaction is conditioned  
on obtaining all requisite government approvals.  
As of December 31, 2010, TOTAL held (through its indirectly-owned  
subsidiary Odival) 130,668,240 CEPSA shares out of a total of  
267,574,941 outstanding shares, representing 48.83% of CEPSA’s  
share capital and voting rights. CEPSA’s single other majority  
shareholder is International Petroleum Investment Company (IPIC),  
pursuant to the disposal in 2009 of Santander Central Hispano S.A.  
(SCH)’s and Unión Fenosa’s interest in CEPSA to IPIC.  
5.4. TOTAL’s interest in Arkema  
Given the expiration, in May 2009, of the lock-up 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  
As of December 31, 2010, TOTAL no longer holds Arkema shares,  
directly or indirectly. 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.  
2009 to gradually divest its interest in Arkema’s share capital.  
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  
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.  
(1) Listed company that has been deconsolidated since July 1, 2010.  
(2) Based on 1,318,479,052 Sanofi-Aventis shares to which are attached 1,553,331,156 voting rights as of December 31, 2009.  
(3) Based on 1,310,997,785 Sanofi-Aventis shares to which are attached 1,520,994,059 voting rights as of December 31, 2010.  
Registration Document 2010. TOTAL  
163  
164  
Registration Document 2010. TOTAL  
Appendix 1  
Consolidated Financial Statements  
9
The Consolidated Financial Statements were approved by the Board of Directors on February 10, 2011,  
and have not been updated with subsequent events.  
1.  
2.  
3.  
4.  
5.  
6.  
7.  
Statutory auditor’s report on the Consolidated Financial Statements  
Consolidated statement of income  
166  
167  
168  
169  
170  
171  
172  
Consolidated statement of comprehensive income  
Consolidated balance sheet  
Consolidated statement of cash flow  
Consolidated statement of changes in shareholders’ equity  
Notes to the Consolidated Financial Statements  
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172  
Accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172  
Main indicators - information by business segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .179  
Changes in the Group structure, main acquisitions and divestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .180  
Business segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .182  
Information by geographical area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .191  
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .192  
Other income and other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .192  
Other financial income and expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .193  
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .193  
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .195  
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .196  
Equity affiliates: investments and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .198  
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .200  
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .201  
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .202  
Accounts receivable and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .203  
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .204  
Employee benefits obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .206  
Provisions and other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .210  
Financial debt and related financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .212  
Other creditors and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .218  
Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .218  
Commitments and contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .219  
Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .222  
Share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .223  
Payroll and staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .228  
Statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .229  
Financial assets and liabilities analysis per instruments class and strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .230  
Fair value of financial instruments (excluding commodity contracts) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .232  
Financial instruments related to commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .237  
Market risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .239  
Other risks and contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .246  
Other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .248  
Changes in progress in the Group structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .248  
Consolidation scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .250  
1
2
3
4
5
6
7
8
9
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)  
1)  
2)  
3)  
4)  
5)  
6)  
7)  
8)  
9)  
0)  
1)  
2)  
3)  
4)  
5)  
6)  
7)  
8)  
9)  
0)  
1)  
2)  
3)  
4)  
5)  
Registration Document 2010. TOTAL  
165  
Appendix 1 – Consolidated Financial Statements  
9
Statutory auditor’s report on the Consolidated Financial Statements  
1
. Statutory auditor’s 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, 2010  
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 31 December 2010, on:  
the audit of the accompanying consolidated financial statements of TOTAL S.A.;  
the justification of our assessments;  
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 2010 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 change in accounting policy related to standard IAS 31 “Interests in Joint Ventures”.  
II. Justification of our assessments  
In accordance with the requirements of article L. 823-9 of the 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 used by the management and the estimates which can result from the application of  
these accounting principles enabled us to assess their reasonableness.  
As stated in the Note “Introduction” to the consolidated financial statements, those estimates may result from assumptions and judgments  
by nature uncertain. Actual results may differ significantly from forward looking information used.  
These assessments were made as part of our audit of the consolidated financial statements taken as a whole and, therefore, contribute to  
the audit opinion we formed which is expressed in the first part of this report.  
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 as to its fair presentation and its consistency with the consolidated financial statements.  
Paris-La Défense, March 10, 2012011  
The statutory auditors  
French original signed by  
KPMG Audit  
ERNST & YOUNG Audit  
A division of KPMG S.A.  
Jay Nirsimloo  
Pascal Macioce  
Laurent Vitse  
166  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Consolidated statement of income  
9
2. Consolidated statement of income  
TOTAL  
For the year ended December 31,  
(
M)(a)  
2010  
2009  
2008  
Sales  
Excise taxes  
Revenues from sales  
(notes 4 and 5)  
159,269  
(18,793)  
140,476  
131,327  
(19,174)  
112,153  
179,976  
(19,645)  
160,331  
Purchases net of inventory variation  
Other operating expenses  
Exploration costs  
(note 6)  
(note 6)  
(note 6)  
(93,171)  
(19,135)  
(864)  
(71,058)  
(18,591)  
(698)  
(111,024)  
(19,101)  
(764)  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(8,421)  
1,396  
(900)  
(6,682)  
314  
(600)  
(5,755)  
369  
(554)  
(note 7)  
(note 7)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(465)  
131  
(334)  
(530)  
132  
(398)  
(1,000)  
473  
(527)  
(note 29)  
Other financial income  
Other financial expense  
(note 8)  
(note 8)  
442  
(407)  
643  
(345)  
728  
(325)  
Equity in income (loss) of affiliates  
Income taxes  
(note 12)  
(note 9)  
1,953  
(10,228)  
1,642  
(7,751)  
1,721  
(14,146)  
Consolidated net income  
10,807  
8,629  
10,953  
Group share  
Minority interests  
10,571  
236  
8,447  
182  
10,590  
363  
Earnings per share ()  
Fully-diluted earnings per share ()  
4.73  
4.71  
3.79  
3.78  
4.74  
4.71  
(a) Except for per share amounts.  
Registration Document 2010. TOTAL  
167  
Appendix 1 – Consolidated Financial Statements  
9
Consolidated statement of comprehensive income  
3. Consolidated statement of comprehensive income  
TOTAL  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
Consolidated net income  
10,807  
8,629  
10,953  
Other comprehensive income  
Currency translation adjustment  
Available for sale financial assets  
Cash flow hedge  
Share of other comprehensive income of associates, net amount  
2,231  
(100)  
(80)  
302  
(7)  
(244)  
38  
128  
234  
(5)  
(722)  
(254)  
-
173  
1
Other  
Tax effect  
28  
(38)  
30  
Total other comprehensive income (net amount) (note 17)  
2,374  
113  
(772)  
Comprehensive income  
13,181  
8,742  
10,181  
Group share  
Minority interests  
12,936  
245  
8,500  
242  
9,852  
329  
168  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Consolidated balance sheet  
9
4. Consolidated balance sheet  
TOTAL  
As of December 31,  
(M)  
ASSETS  
2010  
2009  
2008  
Non-current assets  
Intangible assets, net  
(notes 5 and 10)  
(notes 5 and 11)  
(note 12)  
8,917  
54,964  
11,516  
4,590  
1,870  
3,655  
7,514  
51,590  
13,624  
1,162  
1,025  
3,081  
5,341  
46,142  
14,668  
1,165  
892  
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  
Total non-current assets  
85,512  
77,996  
71,252  
Current assets  
Inventories, net  
(note 15)  
(note 16)  
(note 16)  
(note 20)  
(note 27)  
15,600  
18,159  
7,483  
1,205  
14,489  
13,867  
15,719  
8,198  
311  
9,621  
15,287  
9,642  
187  
Accounts receivable, net  
Other current assets  
Current financial assets  
Cash and cash equivalents  
11,662  
12,321  
Total current assets  
Assets classified as held for sale  
Total assets  
56,936  
1,270  
49,757  
-
47,058  
-
(note 34)  
143,718  
127,753  
118,310  
LIABILITIES & SHAREHOLDERS’ EQUITY  
2010  
2009  
2008  
Shareholders’ equity  
Common shares  
5,874  
60,538  
(2,495)  
(3,503)  
5,871  
55,372  
(5,069)  
(3,622)  
5,930  
52,947  
(4,876)  
(5,009)  
Paid-in surplus and retained earnings  
Currency translation adjustment  
Treasury shares  
Total shareholders’ equity - Group share  
Minority interests  
(note 17)  
60,414  
857  
52,552  
987  
48,992  
958  
Total shareholders’ equity  
61,271  
53,539  
49,950  
Non-current liabilities  
Deferred income taxes  
Employee benefits  
Provisions and other non-current liabilities  
(note 9)  
(note 18)  
(note 19)  
9,947  
2,171  
9,098  
8,948  
2,040  
9,381  
7,973  
2,011  
7,858  
Total non-current liabilities  
Non-current financial debt  
21,216  
20,783  
20,369  
19,437  
17,842  
16,191  
(note 20)  
Current liabilities  
Accounts payable  
Other creditors and accrued liabilities  
Current borrowings  
18,450  
11,989  
9,653  
159  
15,383  
11,908  
6,994  
123  
14,815  
11,632  
7,722  
158  
(note 21)  
(note 20)  
(note 20)  
Other current financial liabilities  
Total current liabilities  
40,251  
197  
34,408  
-
34,327  
-
Liabilities directly associated with the assets classified as held for sale  
Total liabilities and shareholders’ equity  
(note 34)  
143,718  
127,753  
118,310  
Registration Document 2010. TOTAL  
169  
Appendix 1 – Consolidated Financial Statements  
9
Consolidated statement of cash flow  
5. Consolidated statement of cash flow  
TOTAL  
(note 27)  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
CASH FLOW FROM OPERATING ACTIVITIES  
Consolidated net income  
10,807  
9,117  
527  
8,629  
7,107  
441  
10,953  
6,197  
(150)  
(505)  
(257)  
(311)  
2,571  
171  
Depreciation, depletion and amortization  
Non-current liabilities, valuation allowances, and deferred taxes  
Impact of coverage of pension benefit plans  
(60)  
-
(
Gains) losses on disposals of assets  
Undistributed affiliates’ equity earnings  
Increase) decrease in working capital  
(1,046)  
(470)  
(496)  
114  
(200)  
(378)  
(3,316)  
77  
(
Other changes, net  
Cash flow from operating activities  
CASH FLOW USED IN INVESTING ACTIVITIES  
18,493  
12,360  
18,669  
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  
(13,812)  
(862)  
(11,849)  
(160)  
(11,861)  
(559)  
(654)  
(945)  
(400)  
(940)  
(416)  
(804)  
Total expenditures  
(16,273)  
(13,349)  
(13,640)  
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  
1,534  
310  
1,608  
864  
138  
-
2,525  
418  
130  
88  
1,233  
1,134  
Total divestments  
4,316  
3,081  
2,585  
Cash flow used in investing activities  
CASH FLOW USED IN FINANCING ACTIVITIES  
Issuance (repayment) of shares:  
(11,957)  
(10,268)  
(11,055)  
Parent company shareholders  
Treasury shares  
Minority shareholders  
41  
49  
-
41  
22  
-
262  
(1,189)  
(4)  
Dividends paid:  
Parent company shareholders  
Minority shareholders  
(5,098)  
(152)  
(429)  
3,789  
(731)  
(817)  
(5,086)  
(189)  
-
5,522  
(3,124)  
(54)  
(4,945)  
(213)  
-
3,009  
1,437  
850  
Other transactions with minority shareholders  
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  
(3,348)  
3,188  
(2,868)  
(776)  
(793)  
Net increase (decrease) in cash and cash equivalents  
6,821  
Effect of exchange rates  
(361)  
117  
(488)  
Cash and cash equivalents at the beginning of the period  
11,662  
12,321  
5,988  
Cash and cash equivalents at the end of the period  
14,489  
11,662  
12,321  
170  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Consolidated statement of changes in shareholders’ equity  
9
6. Consolidated statement of changes in shareholders’ equity  
TOTAL  
(M)  
Common shares issued Paid-in surplus  
Currency  
Treasury shares Shareholders’  
equity -  
Number Amount Group share  
Minority  
interests shareholders’  
equity  
Total  
and retained translation  
earnings adjustment  
Number  
Amount  
As of January 1, 2008  
2,395,532,097  
5,989  
48,797  
(4,396) (151,421,232) (5,532)  
44,858  
842  
45,700  
Net income 2008  
Other comprehensive  
income (note 17)  
-
-
10,590  
-
-
-
10,590  
363  
10,953  
-
-
-
-
-
-
(258)  
10,332  
(4,945)  
(480)  
(480)  
-
-
-
-
-
-
-
(738)  
9,852  
(34)  
329  
(772)  
10,181  
(5,158)  
Comprehensive income  
Dividend  
(4,945)  
(213)  
Issuance of common  
shares (note 17)  
Purchase of treasury shares  
Sale of treasury shares(a)  
Share-based payments (note 25)  
Other operations  
6,275,977  
16  
-
-
246  
-
(71)  
154  
-
-
-
-
-
-
262  
(1,339)  
150  
-
-
-
-
262  
(1,339)  
150  
-
-
-
(27,600,000) (1,339)  
5,939,137  
-
221  
-
-
154  
154  
with minority interests  
Share cancellation (note 17)  
-
-
-
-
-
-
-
-
-
-
-
-
-
(30,000,000)  
(75)  
(1,566)  
30,000,000 1,641  
Transactions  
with shareholders  
(23,724,023)  
(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 2,371,808,074  
(4,876) (143,082,095) (5,009)  
Net income 2009  
Other comprehensive  
income (note 17)  
-
-
-
-
182  
-
-
-
-
-
-
246  
8,693  
(193)  
(193)  
-
-
-
-
-
-
-
53  
8,500  
60  
242  
113  
8,742  
Comprehensive income  
Dividend  
(5,086)  
(5,086)  
(189)  
(5,275)  
Issuance of common  
shares (note 17)  
Purchase of treasury shares  
Sale of treasury shares(a)  
Share-based payments (note 25)  
Other operations  
1,414,810  
3
-
-
38  
-
(143)  
106  
-
-
-
-
-
-
-
41  
-
22  
106  
-
-
-
-
41  
-
22  
106  
-
-
-
-
2,874,905  
-
165  
-
-
with minority interests  
Share cancellation (note 17)  
-
-
(23)  
(1,160)  
-
-
-
-
(23)  
-
(24)  
-
(47)  
-
(24,800,000)  
(62)  
24,800,000 1,222  
Transactions  
with shareholders  
(23,385,190)  
(59)  
5,871  
-
(6,268)  
55,372  
10,571  
-
27,674,905 1,387  
(4,940)  
52,552  
10,571  
(213)  
987  
(5,153)  
53,539  
10,807  
As of December 31, 2009 2,348,422,884  
(5,069) (115,407,190) (3,622)  
Net income 2010  
Other comprehensive  
income (note 17)  
-
-
-
-
236  
-
-
-
-
-
-
(216)  
10,355  
(5,098)  
2,581  
2,581  
-
-
-
-
-
-
-
2,365  
12,936  
(5,098)  
9
245  
2,374  
13,181  
(5,250)  
Comprehensive income  
Dividend  
(152)  
Issuance of common  
shares (note 17)  
Purchase of treasury shares  
Sale of treasury shares(a)  
Share-based payments (note 25)  
Other operations  
1,218,047  
3
-
-
38  
-
(70)  
140  
-
-
-
-
-
-
-
41  
-
49  
140  
-
-
-
-
41  
-
49  
140  
-
-
-
-
2,919,511  
-
119  
-
-
with minority interests  
Share cancellation (note 17)  
-
-
-
-
(199)  
-
(7)  
-
-
-
-
-
(206)  
-
(223)  
-
(429)  
-
Transactions with shareholders  
1,218,047  
3
(5,189)  
60,538  
(7)  
2,919,511  
119  
(5,074)  
60,414  
(375)  
857  
(5,449)  
61,271  
As of December 31, 2010 2,349,640,931  
5,874  
(2,495) (112,487,679) (3,503)  
(a) Treasury shares related to the stock option purchase plans and restricted stock grants.  
Registration Document 2010. TOTAL  
171  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
7. Notes to the Consolidated Financial Statements  
On February 10, 2011, the Board of Directors established and authorized the publication of the Consolidated Financial Statements of TOTAL S.A.  
for the year ended December 31, 2010, which will be submitted for approval to the shareholders’ meeting to be held on May 13, 2011.  
Introduction  
The Consolidated Financial Statements of TOTAL S.A. and its  
subsidiaries (the Group) are presented in Euros and have been  
prepared on the basis of IFRS (International Financial Reporting  
Standards) as adopted by the European Union and IFRS as issued  
by the IASB (International Accounting Standard Board) as of  
December 31, 2010.  
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  
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.  
The accounting principles applied in the Consolidated Financial  
Statements as of December 31, 2010 were the same as those that  
were used as of December 31, 2009 except for amendments and  
interpretations of IFRS which were mandatory for the periods  
beginning after January 1, 2010 (and not early adopted). Their  
adoption has no material impact on the Consolidated Financial  
Statements as of December 31, 2010.  
Among these new standards or interpretations effective for annual  
periods beginning on or after January 1, 2010, the revised versions  
of IFRS 3 “Business Combinations” and IAS 27 “Consolidated and  
Separate Financial Statements” should be noted. These revised  
standards introduce new provisions regarding the accounting for  
business combinations. Their application is prospective.  
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:  
In addition, as of January 1, 2010, jointly-controlled entities are  
consolidated under the equity method, as provided for in the  
alternative method of IAS 31 “Interests in Joint Ventures”. Until  
December 31, 2009, these entities were consolidated under the  
proportionate consolidation method. This change involves two  
entities and is not material (see Note 12 to the Consolidated  
Financial Statements).  
give a true and fair view of the Group’s financial position, financial  
performance and cash flows;  
reflect the substance of transactions;  
are neutral;  
are prepared on a prudent basis; and  
are complete in all material aspects.  
1) Accounting policies  
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.  
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.  
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.  
Accounting policies used by the Group are described below:  
All significant intercompany balances, transactions and income  
are eliminated.  
A) Principles of consolidation  
Subsidiaries that are directly controlled by the parent company or  
indirectly controlled by other consolidated subsidiaries are fully  
consolidated.  
B) Business combinations  
Business combinations are accounted for using the acquisition  
method. This method implies the recognition of the acquired  
identifiable assets, assumed liabilities and any minority interest in  
the companies acquired by the Group at their fair value.  
Investments in jointly-controlled entities are consolidated under the  
equity method. The Group accounts for jointly-controlled operations  
and jointly-controlled assets by recognising its share of assets,  
liabilities, income and expenses.  
172  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
The acquirer shall recognize goodwill at the acquisition date, being  
the excess of:  
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, is recognized as “Crude  
oil and natural gas inventories” or “Accounts receivable, net” or  
the consideration transferred, the amount of minority interest  
and, in business combinations achieved in stages, the fair value  
at the acquisition date of the investment previously held in the  
acquired company;  
“Accounts payable”, as appropriate.  
over the fair value at the acquisition date of acquired identifiable  
assets and assumed liabilities.  
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.  
If the consideration transferred is lower than the fair value of  
acquired identifiable assets and assumed liabilities, an additional  
analysis is performed on the identification and valuation of the  
identifiable elements of the assets and liabilities. Any residual  
badwill is recorded as income.  
Revenues from sales of electricity are recorded upon transfer of  
ownership, according to the terms of the related contracts.  
Revenues from services are recognized when the services have  
been rendered.  
In transactions with minority interests, the difference between the  
price paid (received) and the book value of minority interests  
acquired (sold) is recognized directly in equity.  
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.  
The analysis of goodwill is finalized within one year from the  
acquisition date.  
Non-monetary contributions by venturers to a jointly-controlled  
entity in exchange for an equity interest in the jointly-controlled  
entity are accounted for by applying guidance provided in SIC 13  
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.  
“Jointly Controlled Entities - Non-Monetary Contributions by  
Venturers”. A gain or loss on disposal of the previously held  
investment is recorded up to the share of the co-venturer in the  
jointly controlled entity.  
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.  
C) Foreign currency translation  
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.  
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.  
(i) Monetary transactions  
E) Share-based payments  
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 “Other income”  
or “Other expenses”.  
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.  
(
ii) Translation of financial statements  
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.  
denominated in foreign currencies  
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 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 the Group share) or under “Minority interests” (for the minority  
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.  
share) as deemed appropriate.  
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 when the  
amount is recoverable and 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.  
F) Income taxes  
Income taxes disclosed in the statement of income include the  
current tax expenses and the deferred tax expenses.  
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.  
Revenues from sales of crude oil, natural gas and coal are recorded  
upon transfer of title, according to the terms of the sales contracts.  
Registration Document 2010. TOTAL  
173  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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.  
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:  
– 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;  
Deferred tax assets are recognized when future recovery  
is probable.  
costs of dry exploratory wells and wells that have not found  
proved reserves are charged to expense;  
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.  
– 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:  
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;  
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).  
– 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.  
G) Earnings per share  
Earnings per share is calculated by dividing net income (Group share)  
by the weighted-average number of common shares outstanding  
during the period, excluding TOTAL shares held by TOTAL S.A.  
(Treasury shares) and TOTAL shares held by the Group subsidiaries  
which are deducted from consolidated shareholders’ equity.  
Costs of exploratory wells not meeting these conditions are  
charged to expense.  
Diluted earnings per share is calculated by dividing net income  
(Group share) by the fully-diluted weighted-average number of  
(ii) Oil and Gas producing assets  
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  
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.  
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 future 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).  
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, development  
and production costs (cost oil) as well as the sharing of  
hydrocarbon rights (profit oil).  
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.  
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.  
H) Oil and gas exploration  
and producing properties and mining activity  
Proved mineral interests are depreciated using the unit-of-  
production method based on proved reserves.  
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.  
(iii) Mining activity  
Before an assessment can be made on the existence of resources,  
exploration costs, including studies and core drilling campaigns as  
a whole, are expensed.  
(i) Exploration costs  
Geological and geophysical costs, including seismic surveys for  
exploration purposes are expensed as incurred.  
When the assessment concludes that resources exist, the costs  
engaged subsequently to this assessment are capitalized temporarily  
while waiting for the field final development decision, if a positive  
decision is highly probable. Otherwise, these costs are expensed.  
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.  
174  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Once the development decision is taken, the predevelopment costs  
capitalized temporarily are integrated with the cost of development  
and depreciated from the start of production at the same pace than  
development assets.  
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.  
Mining development costs include the initial stripping costs and all  
costs incurred to access resources, and particularly the costs of:  
Other property, plant and equipment are depreciated using the  
straight-line method over their useful lives, which are as follows:  
surface infrastructures;  
machinery and mobile equipment which are significantly costly;  
utilities and off-sites.  
– furniture, office equipment, machinery and tools:  
– transportation equipments:  
– storage tanks and related equipment:  
3-12 years  
5-20 years  
10-15 years  
10-30 years  
10-50 years.  
specialized complex installations and pipelines:  
buildings:  
These costs are capitalized and depreciated either on a straight line  
basis or depleted using the UOP method from the start of  
production.  
K) Leases  
I) Goodwill and other intangible  
assets excluding mineral interests  
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 include goodwill, patents, trademarks, and  
lease rights.  
Intangible assets are carried at cost, after deducting any  
accumulated depreciation and accumulated impairment losses.  
Guidance for calculating goodwill is presented in Note 1 paragraph B  
to the Consolidated Financial Statements. 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).  
Leases that are not finance leases as defined above are recorded  
as operating leases.  
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.  
In equity affiliates, goodwill is included in the investment book value.  
Other intangible assets (except goodwill) have a finite useful life and  
are amortized on a straight-line basis over 3 to 20 years depending  
on the useful life of the assets.  
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.  
Research and development  
Research costs are charged to expense as incurred.  
Development expenses are capitalized when the following can be  
demonstrated:  
The recoverable amount is the higher of the fair value (less costs to  
sell) or its value in use.  
the technical feasibility of the project and the availability of the  
adequate resources for the completion of the intangible asset;  
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 ability of the asset to generate probable future economic  
benefits;  
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  
the ability to measure reliably the expenditures attributable  
to the asset; and  
the feasibility and intention of the Group to complete the  
intangible asset and use or sell it.  
Advertising costs are charged to expense as incurred.  
“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.  
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:  
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.  
if the project benefits from a specific funding, the capitalization  
of borrowing costs is based on the borrowing rate;  
M) Financial assets and liabilities  
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.  
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.  
Registration Document 2010. TOTAL  
175  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
The accounting treatment of these financial assets and liabilities is  
as follows:  
– 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;  
(i) Loans and receivables  
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.  
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.  
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.  
(ii) Other investments  
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  
impairment loss, a loss is recorded in the Statement of Income.  
This impairment is reversed in the statement of income only when  
the securities are sold.  
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”.  
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  
only when the hedged transaction affects profit or loss.  
(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:  
Foreign subsidiaries’ equity hedge  
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 fair value of these instruments is recorded under “Current  
financial assets” or “Other current financial liabilities”.  
Cash management  
Financial instruments related to commodity contracts  
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”.  
Financial instruments related to commodity contracts, including  
crude oil, petroleum products, gas, power and coal purchase/sales  
contracts within 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.  
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:  
Detailed information about derivatives positions is disclosed  
in Notes 20, 28, 29, 30 and 31 to the Consolidated Financial  
Statements.  
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 underlying financial debts and loans  
to subsidiaries.  
(iv) Current and non-current financial liabilities  
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.  
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”.  
(v) Fair value of financial instruments  
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.  
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:  
176  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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.  
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  
(First-In, First-Out) method and other inventories are measured  
using the weighted-average cost method.  
As a consequence, the use of different estimates, methodologies  
and assumptions could have a material effect on the estimated fair  
value amounts.  
Downstream (Refining - Marketing)  
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.  
The methods used are as follows:  
Financial debts, swaps  
The market value of swaps and of bonds that are hedged by those  
swaps has been determined on an individual basis by discounting  
future cash flows with the zero coupon interest rate curves existing  
at year-end.  
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 production overhead (taxes, maintenance, insurance,  
etc.). Start-up costs and general administrative costs are excluded  
from the cost price of refined products.  
Financial instruments related to commodity contracts  
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.  
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.  
O) Treasury shares  
Other financial instruments  
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.  
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.  
P) Provisions and other non-current liabilities  
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.  
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.  
Exchange options are valued based on the Garman-Kohlhagen  
model including market quotations at year-end.  
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  
Fair value hierarchy  
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.  
IFRS 7 “Financial instruments: disclosures”, amended in 2009,  
introduces a fair value hierarchy for financial instruments and  
proposes the following three-level classification:  
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;  
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.  
level 2: the entry data are observable data but do not correspond  
to quotations for identical assets or liabilities;  
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.  
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.  
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”.  
Fair value hierarchy is disclosed in Notes 29 and 30 to the  
Consolidated Financial Statements.  
Registration Document 2010. TOTAL  
177  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
R) Employee benefits  
T) Carbon dioxide emission rights  
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.  
In the absence of a current IFRS standard or interpretation on  
accounting for emission rights of carbon dioxide, the following  
principles have been applied:  
emission rights granted free of charge are accounted for at zero  
carrying amount;  
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;  
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.  
– spot market transactions are recognized in income at cost; and  
For defined contribution plans, expenses correspond to the  
contributions paid.  
– 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.  
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  
U) Non-current assets held for sale  
and discontinued operations  
(depending on new calculations or assumptions) and between  
projected and actual return of plan assets.  
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.  
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 at the opening balance sheet date, over the average  
expected remaining working lives of the employees participating  
in the plan.  
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.  
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.  
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.  
V) Alternative IFRS methods  
The net periodic pension cost is recognized under “Other operating  
expenses”.  
For measuring and recognizing assets and liabilities, the following  
choices among alternative methods allowable under IFRS have  
been made:  
S) Consolidated Statement of Cash Flows  
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.  
– property, plant and equipment, and intangible assets are measured  
using historical cost model instead of revaluation model;  
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);  
– jointly-controlled entities are consolidated under the equity  
method, as provided for in the alternative method of IAS 31  
st  
“Interests in joint ventures”, as from January 1 , 2010.  
Cash and cash equivalents  
W) New accounting principles not yet in effect  
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.  
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, 2010, were as follows:  
Investments with maturity greater than three months and less than  
twelve months are shown under “Current financial assets”.  
IFRS 9 “Financial Instruments”  
In November 2009, the IASB issued standard IFRS 9 “Financial  
Instruments” that introduces new requirements for the classification  
and measurement of financial assets, and included in October 2010  
requirements regarding classification and measurement of financial  
liabilities. This standard shall be completed with texts on  
Changes in current financial assets and liabilities are included in  
the financing activities section of the Consolidated Statement of  
Cash Flows.  
Non-current financial debt  
impairment and hedge accounting. Under standard IFRS 9,  
financial assets and liabilities are generally 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  
Changes in non-current financial debt are presented as the net  
variation to reflect significant changes mainly related to revolving  
credit agreements.  
178  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
or after January 1, 2013. The application of the standard as published  
in 2010 should not have any material effect on the Group’s consolidated  
balance sheet, statement of income and shareholder’s equity.  
IFRIC 19 “Extinguishing Financial Liabilities with Equity  
Instruments”  
In November 2009, the IFRIC issued interpretation IFRIC 19  
“Extinguishing Financial Liabilities with Equity Instruments”. The  
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, 2011  
for the Group). The application of IFRIC 19 should not have any  
material effect on the Group’s consolidated balance sheet,  
statement of income and shareholder’s equity.  
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.  
2) Main indicators - information by 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.  
Main indicators  
(i) Operating income (measure used  
to evaluate operating performance)  
Revenue from sales after deducting cost of goods sold and  
inventory variations, other operating expenses, exploration  
expenses and depreciation, depletion, and amortization.  
Adjustment items  
The detail of these adjustment items is presented in Note 4  
to the Consolidated Financial Statements.  
Operating income excludes the amortization of intangible assets  
other than mineral interests, currency translation adjustments and  
gains or losses on the disposal of assets.  
Adjustment items include:  
(
ii) Net operating income (measure used  
(i) Special items  
to evaluate the return on 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.  
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.  
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.  
(ii) The inventory valuation effect  
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.  
(iii) Adjusted income  
Operating income, net operating income, or net income excluding  
the effect of adjustment items described above.  
In the replacement cost method, which approximates the LIFO  
(iv) Fully-diluted adjusted earnings per share  
(
Last-In, First-Out) method, the variation of inventory values in the  
Adjusted net income divided by the fully-diluted weighted-average  
number of common shares.  
statement of income is, depending on the nature of the inventory,  
determined using either the month-end prices differential between  
one period and another or 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.  
(v) Capital employed  
Non-current assets and working capital, at replacement cost, net of  
deferred income taxes and non-current liabilities.  
(vi) ROACE (Return on Average Capital Employed)  
(iii) Until June 30, 2010, TOTAL’s equity share of adjustment  
items reconciling “Business net income” to Net income  
attributable to equity holders of Sanofi-Aventis (see Note 3,  
paragraph on the sales of Sanofi-Aventis shares and loss  
of significant influence over Sanofi-Aventis)  
Ratio of adjusted net operating income to average capital employed  
between the beginning and the end of the period.  
(vii) Net debt  
Non-current debt, including current portion, current borrowings,  
other current financial liabilities less cash and cash equivalents and  
other current financial assets.  
Registration Document 2010. TOTAL  
179  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
3) Changes in the Group structure, main acquisitions and divestments  
During 2010, 2009 and 2008, main changes in the Group structure  
and main acquisitions and divestments were as follows:  
• Corporate  
On March 24, 2010, TOTAL S.A. 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 did not already hold, representing 0.52% of Elf  
Aquitaine’s share capital and 0.27% of its voting rights, at a price  
of 305 per share (including the remaining 2009 dividend). On  
April 13, 2010, the French Autorité des marchés financiers (AMF)  
issued its clearance decision for this offer.  
2010  
Upstream  
Total E&P Canada Ltd., a TOTAL subsidiary, signed in July 2010  
an agreement with UTS Energy Corporation (UTS) to acquire  
UTS Corporation with its main asset, a 20% interest in the Fort  
Hills mining project in the Athabasca region of the Canadian  
province of Alberta.  
The public tender offer was open from April 16 to April 29, 2010  
inclusive. The Elf Aquitaine shares targeted by the offer which were  
not tendered to the offer have been transferred to TOTAL S.A.  
under the squeeze out upon payment to the shareholders equal  
to the offer price on the first trading day after the offer closing  
date, i.e. on April 30, 2010.  
Total E&P Canada completed on September 30, 2010 the  
acquisition of all UTS shares for a cash amount of 3.08 Canadian  
dollars per share. Taking into account the cash held by UTS and  
acquired by TOTAL (232 million), the cost of the acquisition for  
TOTAL amounts to 862 million. This amount mainly represents  
the value of mineral interests that have been recognized as  
intangible assets on the face of the Consolidated Balance Sheet  
for 646 million and the value of tangible assets that have been  
recognized on the face of the Consolidated Balance Sheet for  
On April 30, 2010, TOTAL S.A. announced that, following  
the squeeze out, it held 100% of Elf Aquitaine shares, with  
the transaction amounting to 450 million.  
In application of revised standard IAS 27 “Consolidated and  
Separate Financial Statements”, effective for annual periods  
beginning on or after January 1, 2010, transactions with minority  
interests are accounted for as equity transactions, i.e. in  
consolidated shareholder’s equity.  
217 million.  
TOTAL completed in September 2010 an agreement for the sale  
to BP and Hess of its interests in the Valhall (15.72%) and Hod  
(25%) fields, in the Norwegian North Sea, for an amount of  
800 million.  
As a consequence, following the squeeze out of the Elf Aquitaine  
shares by TOTAL S.A., the difference between the consideration  
paid and the book value of minority interests acquired was  
recognized directly as a decrease in equity.  
TOTAL signed in September 2010 an agreement with Santos  
and Petronas to acquire a 20% interest in the GLNG project  
in Australia. Upon completion of this transaction finalised  
in October 2010, the project brings together Santos  
During 2010, TOTAL progressively sold 1.88% of Sanofi-Aventis’  
share capital, thus reducing its interest to 5.51%.  
(45%, operator), Petronas (35%) and TOTAL (20%).  
The acquisition cost amounts to 566 million and it mainly  
represents the value of mineral interests that have been  
recognized as intangible assets on the face of the Consolidated  
Balance Sheet for 617 million.  
As from July 1, 2010, given its reduced representation on the  
Board of Directors and the decrease in the percentage of voting  
rights, TOTAL ceases to have a significant influence over Sanofi-  
Aventis and no longer consolidates this investment under the  
equity method. The investment in Sanofi-Aventis is accounted  
for as a financial asset available for sale in the line “Other  
investments” of the balance sheet at its fair value, i.e. at the  
stock price.  
In addition, TOTAL announced in December 2010 the signature  
of an agreement to acquire an additional 7.5% interest in this  
project (see Note 34 to the Consolidated Financial Statements).  
TOTAL sold in December 2010 its 5% interest in Block 31,  
located in the Angolan ultra deep offshore, to the company  
China Sonangol International Holding Limited.  
Net income as of December 31, 2010 includes a 135 million  
gain relating to this change in the accounting treatment.  
Downstream  
2
009  
TOTAL and ERG announced in January 2010 that they  
have signed an agreement to create a joint venture, named  
TotalErg, by contribution of the major part of their activities  
in the refining and marketing business in Italy. TotalErg has been  
Upstream  
– 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 represented the value  
of mineral interests that have been recognized as intangible  
assets on the face of the Consolidated Balance Sheet for  
st  
operational since October 1 , 2010. The shareholder pact calls  
for joint governance as well as operating independence for the  
new entity. TOTAL’s interest in TotalErg is 49% and is accounted  
for by the equity method (see Note 12 to the Consolidated  
Financial Statements).  
1,449 million and the value of tangible assets that have been  
Chemicals  
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 non-current liabilities” and “Other  
creditors and accrued liabilities” for 818 million and  
TOTAL closed on April 1, 2010 the sale of its consumer specialty  
chemicals business, Mapa Spontex, to U.S.-based Jarden  
Corporation for an enterprise value of 335 million.  
744 million respectively.  
180  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Corporate  
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 for the year ended December 31, 2009.  
2008  
Upstream  
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.  
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.  
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.  
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.  
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.  
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%.  
Corporate  
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 for the year ended December 31, 2008.  
Registration Document 2010. TOTAL  
181  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the 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.  
the Upstream segment includes the activities of the Exploration & Production division and the Gas & Power division;  
the Downstream segment includes activities of the Refining & Marketing division and the Trading & Shipping division; and  
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).  
The operational profit and assets are broken down by business segment prior to the consolidation and inter-segment adjustments.  
Sales prices between business segments approximate market prices.  
A) Information by business segment  
For the year ended December 31, 2010  
(M)  
Upstream Downstream  
Chemicals  
Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
18,527  
22,540  
-
123,245  
4,693  
(18,793)  
17,490  
981  
-
7
186  
-
-
(28,400)  
-
159,269  
-
(18,793)  
Revenues from sales  
41,067  
109,145  
18,471  
193  
(28,400) 140,476  
Operating expenses  
(18,271)  
(105,660)  
(16,974)  
(665)  
28,400 (113,170)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(5,346)  
(2,503)  
(533)  
(39)  
-
(8,421)  
Operating income  
17,450  
982  
964  
(511)  
-
18,885  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,533  
(10,131)  
141  
(201)  
215  
(267)  
595  
263  
-
-
2,484  
(10,336)  
Net operating income  
8,852  
922  
912  
347  
-
11,033  
Net cost of net debt  
Minority interests  
-
-
-
-
-
-
-
-
-
-
(226)  
(236)  
Net income  
-
-
-
-
-
10,571  
For the year ended  
December 31, 2010 (adjustments )  
(a)  
(M)  
Upstream Downstream  
Chemicals  
Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Revenues from sales  
-
-
-
-
-
-
Operating expenses  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
-
923  
92  
-
-
-
-
1,015  
(203)  
(1,192)  
(21)  
(1,416)  
Operating income(b)  
(203)  
(269)  
71  
-
-
(401)  
Equity in income (loss) of affiliates and other items(c)  
Tax on net operating income  
183  
275  
(126)  
149  
(16)  
-
227  
(6)  
-
-
268  
418  
Net operating income(b)  
255  
(246)  
55  
221  
-
285  
Net cost of net debt  
Minority interests  
-
-
-
-
-
-
-
-
-
-
-
(2)  
Net income  
-
-
-
-
-
283  
(a)Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.  
(b)Of which inventory valuation effect  
Upstream  
Downstream  
Chemicals  
Corporate  
-
-
on operating income  
on net operating income  
-
-
863  
640  
130  
113  
-
-
(c)Of which equity share of adjustments related to Sanofi-Aventis.  
-
-
-
(81)  
182  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
For the year ended December 31, 2010 (adjusted)  
(
M(a)  
)
Upstream Downstream  
Chemicals  
Corporate Intercompany  
Total  
Non-Group sales  
Intersegment sales  
Excise taxes  
18,527  
22,540  
-
123,245  
4,693  
(18,793)  
17,490  
981  
-
7
186  
-
-
(28,400)  
-
159,269  
-
(18,793)  
Revenues from sales  
41,067  
109,145  
18,471  
193  
(28,400) 140,476  
Operating expenses  
(18,271)  
(106,583)  
(17,066)  
(665)  
28,400 (114,185)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(5,143)  
(1,311)  
(512)  
(39)  
-
(7,005)  
Adjusted operating income  
17,653  
1,251  
893  
(511)  
-
19,286  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,350  
(10,406)  
267  
(350)  
231  
(267)  
368  
269  
-
-
2,216  
(10,754)  
Adjusted net operating income  
8,597  
1,168  
857  
126  
-
10,748  
Net cost of net debt  
Minority interests  
-
-
-
-
-
-
-
-
-
-
(226)  
(234)  
Adjusted net income  
-
-
-
-
-
-
-
-
-
10,288  
4.58  
Adjusted fully-diluted earnings per share ()  
-
(a) Except for earnings per share.  
For the year ended December 31, 2010  
(M)  
Upstream Downstream  
Chemicals  
Corporate Intercompany  
Total  
Total expenditures  
Total divestments  
Cash flow from operating activities  
13,208  
2,067  
15,573  
2,343  
499  
1,441  
641  
347  
934  
81  
1,403  
545  
-
-
-
16,273  
4,316  
18,493  
Balance sheet as of December 31, 2010  
Property, plant and equipment, intangible assets, net  
Investments in equity affiliates  
Loans to equity affiliates and other non-current assets  
Working capital  
50,565  
5,002  
4,184  
(363)  
(16,076)  
660  
8,675  
2,782  
1,366  
9,154  
(2,328)  
-
4,388  
1,349  
979  
2,223  
(1,631)  
413  
253  
-
4,099  
(211)  
(1,181)  
-
-
-
-
-
-
-
63,881  
9,133  
10,628  
10,803  
(21,216)  
1,073  
Provisions and other non-current liabilities  
Assets and liabilities classified as held for sale  
Capital Employed (balance sheet)  
Less inventory valuation effect  
43,972  
-
19,649  
(4,088)  
15,561  
8%  
7,721  
(409)  
7,312  
12%  
2,960  
1,061  
4,021  
-
-
74,302  
(3,436)  
70,866  
16%  
-
Capital Employed (Business segment information)  
ROACE as a percentage  
43,972  
21%  
-
-
Registration Document 2010. TOTAL  
183  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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)  
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  
Operating expenses  
(14,752)  
(81,281)  
(14,293)  
(656)  
20,635 (90,347)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(4,420)  
(1,612)  
(615)  
(35)  
-
(6,682)  
Operating income  
12,858  
2,237  
553  
(524)  
-
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  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(17)  
1,558  
344  
-
-
-
-
1,885  
(4)  
(347)  
(40)  
(391)  
Operating income(b)  
(21)  
1,211  
304  
-
-
1,494  
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 related to Sanofi-Aventis.  
(b) Of which inventory valuation effect  
Upstream  
Downstream  
Chemicals  
Corporate  
-
-
on operating income  
on net operating income  
-
-
1,816  
1,285  
389  
254  
-
-
(c) Of which equity share of adjustments related to Sanofi-Aventis  
-
-
-
(300)  
184  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
For the year ended December 31, 2009 (adjusted)  
(
M(a)  
)
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  
Operating expenses  
(14,735)  
(82,839)  
(14,637)  
(656)  
20,635 (92,232)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(4,416)  
(1,265)  
(575)  
(35)  
-
(6,291)  
Adjusted operating income  
12,879  
1,026  
249  
(524)  
-
13,630  
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  
3.48  
Adjusted fully-diluted earnings per share ()  
-
(a) Except for earnings per share.  
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  
Assets and liabilities classified as held for sale  
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  
4,857  
-
-
67,095  
(2,644)  
64,451  
13%  
-
Capital Employed (Business segment information)  
ROACE as a percentage  
37,397  
18%  
-
-
Registration Document 2010. TOTAL  
185  
Appendix 1 – Consolidated Financial Statements  
9
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  
-
-
(32,078)  
-
179,976  
-
(19,645)  
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)  
Operating income  
23,468  
826  
(58)  
(549)  
-
23,687  
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  
Depreciation, depletion and amortization  
of tangible assets and mineral interest  
-
(2,776)  
(925)  
-
-
-
-
(3,701)  
(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  
on net operating income  
-
-
(2,776)  
(1,971)  
(727)  
(504)  
-
-
(c) Of which equity share of adjustments related to Sanofi-Aventis  
-
-
-
(393)  
186  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
For the year ended December 31, 2008 (adjusted)  
(
M(a)  
)
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)  
Adjusted operating income  
23,639  
3,602  
873  
(549)  
-
27,565  
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  
6.20  
Adjusted fully-diluted earnings per share ()  
-
(a) Except for earnings per share.  
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  
Assets and liabilities classified as held for sale  
Capital Employed (balance sheet)  
Less inventory valuation effect  
32,681  
-
15,077  
(1,454)  
13 623  
20%  
7,207  
(46)  
5,656  
387  
6,043  
-
-
60,621  
(1,113)  
59,508  
26%  
-
Capital Employed (Business segment information)  
ROACE as a percentage  
32,681  
36%  
7,161  
9%  
-
-
Registration Document 2010. TOTAL  
187  
Appendix 1 – Consolidated Financial Statements  
9
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:  
For the year ended December 31, 2010  
Adjusted Adjustments(a) Consolidated  
(M)  
statement  
of income  
Sales  
Excise taxes  
Revenues from sales  
159,269  
(18,793)  
140,476  
-
-
-
159,269  
(18,793)  
140,476  
Purchases, net of inventory variation  
Other operating expenses  
Exploration costs  
(94,286)  
(19,035)  
(864)  
1,115  
(100)  
-
(93,171)  
(19,135)  
(864)  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(7,005)  
524  
(346)  
(1,416)  
872  
(554)  
(8,421)  
1,396  
(900)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(465)  
131  
(334)  
-
-
-
(465)  
131  
(334)  
Other financial income  
Other financial expense  
442  
(407)  
-
-
442  
(407)  
Equity in income (loss) of affiliates  
Income taxes  
2,003  
(10,646)  
10,522  
(50)  
418  
285  
1,953  
(10,228)  
10,807  
Consolidated net income  
Group share  
Minority interests  
10,288  
234  
283  
2
10,571  
236  
(a) Adjustments include special items, inventory valuation effect and, until June 30, 2010, equity share of adjustments related to Sanofi-Aventis.  
For the year ended December 31, 2009  
Adjusted Adjustments(a) Consolidated  
(M)  
statement  
of income  
Sales  
Excise taxes  
Revenues from sales  
131,327  
(19,174)  
112,153  
-
-
-
131,327  
(19,174)  
112,153  
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  
Income taxes  
1,918  
(7,302)  
7,962  
(276)  
(449)  
667  
1,642  
(7,751)  
8,629  
Consolidated net income  
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 related to Sanofi-Aventis.  
188  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
For the year ended December 31, 2008  
Adjusted Adjustments(a) Consolidated  
(M)  
statement  
of income  
Sales  
Excise taxes  
Revenues from sales  
179,976  
(19,645)  
160,331  
-
-
-
179,976  
(19,645)  
160,331  
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  
Income taxes  
2,316  
(15,457)  
14,306  
(595)  
1,311  
1,721  
(14,146)  
10,953  
Consolidated net income  
(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.  
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, 2010  
(M)  
Upstream Downstream Chemicals  
Corporate  
Total  
Inventory valuation effect  
Restructuring charges  
Asset impairment charges  
Other items  
-
863  
-
(1,192)  
60  
130  
-
(21)  
(38)  
-
-
-
-
993  
-
(1,416)  
22  
-
(203)  
-
Total  
(203)  
(269)  
71  
-
(401)  
Adjustments to net income, Group share  
For the year ended December 31, 2010  
(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  
-
-
-
635  
-
(12)  
(913)  
122  
(83)  
113  
-
(41)  
(14)  
33  
-
(81)  
-
748  
(81)  
(53)  
(297)  
589  
(37)  
-
(1,224)  
1,046  
(153)  
302  
-
(33)  
Total  
255  
(251)  
58  
221  
283  
Registration Document 2010. TOTAL  
189  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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  
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  
-
-
-
1,279  
-
(27)  
(253)  
-
254  
-
1,533  
(300)  
(129)  
(333)  
179  
-
(102)  
(28)  
-
(300)  
-
-
(52)  
-
(112)  
179  
-
(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)  
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)  
D) Additional information on impairments  
The principles applied are the following:  
In the Upstream, Downstream and Chemicals segments,  
impairments of assets have been recognized for the year ended  
December 31, 2010, with an impact of 1,416 million in operating  
income and 1,224 million in net income, Group share. These  
impairments have been disclosed as adjustments to operating  
income and adjustments to net income, Group share. These items  
are identified in paragraph 4C above as adjustment items with the  
heading “Asset impairment charges”.  
– 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”;  
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;  
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.  
future cash flows, based on the long-term plan, are prepared  
over a period consistent with the life of the assets within the  
CGU. They are prepared after tax and include specific risks  
attached to CGU assets. They are discounted using a 8%  
190  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
post-tax discount rate, this rate being a weighted-average capital  
cost estimated from historical market data. This rate has been  
applied consistently for the years ending in 2008, 2009 and 2010;  
operators have announced site closures or tried to dispose of some  
sites although no material transaction has occurred in 2010.  
These factors have triggered off the recognition of impairments  
of assets in Europe, especially within the CGUs Refining France  
and United Kingdom, reducing the operating income by 1,192  
million and the net income, Group share by 913 million. Sensitivity  
analysis performed on other European refining CGUs, using  
different actualization rates and margins, have not led to additional  
impairment charge.  
value in use calculated by discounting the above post-tax cash  
flows using a 8% post-tax discount rate is not materially different  
from value in use calculated by discounting pre-tax cash flows  
using a pre-tax discount rate determined by an iterative  
computation from the post-tax value in use. These pre-tax  
discount rates are in a range from 9% to 12% in 2010.  
The CGUs of the Chemicals segment are worldwide business units,  
including activities or products with common strategic, commercial  
and industrial characteristics.  
The CGUs of the Upstream segment affected by these impairments  
are oil fields and investments in associates accounted for by the  
equity method. For the year ended December 31, 2010, the Group  
has recognized impairments with an impact of 203 million in  
operating income and 297 million in net income, Group share,  
mainly including an impairment of assets related to its project to  
build an upgrader in Edmonton, the Group giving up this project as  
part of its agreements with Suncor.  
For the year ended December 31, 2009, impairments of assets  
have been recognized in the Upstream, Downstream and  
Chemicals segments 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 adjustments to net income, Group  
share for 333 million.  
The CGUs of the Downstream 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. In 2010, the economic environment of refining  
activities remained unfavorable, with a worldwide context of surplus  
in refining capacities compared to the demand for petroleum  
products. This surplus is more and more based in Europe, where  
the demand has been decreasing whereas in emerging countries  
For the year ended December 31, 2008, impairments of assets  
have been recognized in the Upstream, Downstream and  
Chemicals 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.  
(in Middle East and Asia) the consumption growth is strong.  
Considering the specificities of industrial tools, this remaining  
context of deteriorated margins had a particularly negative impact  
on the results of the refining CGUs in France and in the United  
Kingdom and lead to strong operational losses despite the efforts  
made to improve operations. Moreover in the last few months some  
For the years ended December 31, 2010 and 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.  
5) Information by geographical area  
(M)  
France  
Rest  
North  
Africa  
Rest of  
Total  
of Europe  
America  
the world  
For the year ended December 31, 2010  
Non-Group sales  
Property, plant and equipment, intangible assets, net  
Capital expenditures  
36,820  
5,666  
1,062  
72,636  
14,568  
2,629  
12,432  
9,584  
3,626  
12,561  
20,166  
4,855  
24,820  
13,897  
4,101  
159,269  
63,881  
16,273  
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  
1,739  
9,808  
17,312  
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  
5,182  
1,255  
12,482  
15,460  
4,500  
27,115  
10,096  
2,926  
179,976  
51,483  
13,640  
Registration Document 2010. TOTAL  
191  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
6) Operating expenses  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
Purchases, net of inventory variation(a)  
Exploration costs  
(93,171)  
(864)  
(19,135)  
387  
(71,058)  
(698)  
(18,591)  
515  
(111,024)  
(764)  
(19,101)  
459  
Other operating expenses(b)  
of which non-current operating liabilities (allowances) reversals  
of which current operating liabilities (allowances) reversals  
(101)  
(43)  
(29)  
Operating expenses  
(113,170)  
(90,347)  
(130,889)  
(
(
a) Includes taxes paid on oil and gas production in the Upstream segment, namely royalties.  
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”).  
7) Other income and other expense  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
Gains (losses) on disposal of assets  
Foreign exchange gains  
Other  
1,117  
-
279  
200  
-
114  
257  
112  
-
Other income  
1,396  
314  
369  
Foreign exchange losses  
Amortization of other intangible assets (excl. mineral interests)  
Other  
-
(267)  
(633)  
(32)  
(142)  
(426)  
-
(162)  
(392)  
Other expense  
(900)  
(600)  
(554)  
Other income  
Other expense  
In 2010, gains and losses on disposal of assets are mainly related  
to sales of assets in the Upstream segment (sale of the interests  
in the Valhall and Hod fields in Norway and sale of the interest in  
Block 31 in Angola, see Note 3 to the Consolidated Financial  
Statements), as well as the change in the accounting treatment  
and the disposal of shares of Sanofi-Aventis (see Note 3 to the  
Consolidated Financial Statements).  
In 2010, the heading “Other” is mainly comprised of 248 million of  
restructuring charges in the Downstream and Chemicals segments.  
In 2009, the heading “Other” was mainly comprised of 190 million  
of restructuring charges in the Downstream and Chemicals segments.  
In 2008, the heading “Other” was mainly comprised of:  
107 million of restructuring charges in the Upstream,  
In 2009, gains and losses on disposal of assets were mainly related  
to the disposal of shares of Sanofi-Aventis.  
Downstream and Chemicals segments; and  
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 assets in the Upstream segment, as well as the disposal  
of shares of Sanofi-Aventis.  
192  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
8) Other financial income and expense  
As of December 31,  
(M)  
2010  
2009  
2008  
Dividend income on non-consolidated subsidiaries  
Capitalized financial expenses  
Other  
255  
113  
74  
210  
117  
316  
238  
271  
219  
Other financial income  
442  
643  
728  
Accretion of asset retirement obligations  
Other  
(338)  
(69)  
(283)  
(62)  
(229)  
(96)  
Other financial expense  
(407)  
(345)  
(325)  
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, Finance and Industry. The  
renewal of this approval has been requested for the 2011-2013  
period. It is being reviewed by the French Department of Budget,  
Public Accounts, Civil Service and State Reform.  
investments. Undistributed earnings from foreign subsidiaries  
considered to be reinvested indefinitely amounted to 26,458 million  
as of December 31, 2010. The determination of the tax effect  
relating to such reinvested income is not practicable.  
In addition, no deferred tax is recognized on unremitted earnings  
(approximately 21,147 million) of the Group’s French subsidiaries  
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  
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.  
Income taxes are detailed as follows:  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
Current income taxes  
Deferred income taxes  
(9,934)  
(294)  
(7,213)  
(538)  
(14,117)  
(29)  
Total income taxes  
(10,228)  
(7,751)  
(14,146)  
Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows:  
As of December 31,  
(M)  
2010  
2009  
2008  
Net operating losses and tax carry forwards  
Employee benefits  
1,145  
535  
1,114  
517  
1,031  
519  
Other temporary non-deductible provisions  
2,757  
2,184  
2,075  
Gross deferred tax assets  
4,437  
3,815  
3,625  
Valuation allowance  
(576)  
(484)  
(475)  
Net deferred tax assets  
3,861  
3,331  
3,150  
Excess tax over book depreciation  
Other temporary tax deductions  
(10,966)  
(1,339)  
(9,791)  
(1,179)  
(8,836)  
(1,171)  
Gross deferred tax liability  
Net deferred tax liability  
(12,305)  
(8,444)  
(10,970)  
(7,639)  
(10,007)  
(6,857)  
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)  
2010  
2009  
2008  
Deferred tax assets, non-current (note 14)  
Deferred tax assets, current (note 16)  
Deferred tax liabilities, non-current  
Deferred tax liabilities, current  
1,378  
151  
(9,947)  
(26)  
1,164  
214  
(8,948)  
(69)  
1,010  
206  
(7,973)  
(100)  
Net amount  
(8,444)  
(7,639)  
(6,857)  
Registration Document 2010. TOTAL  
193  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
The net deferred tax variation in the balance sheet is analyzed as follows:  
As of December 31,  
(M)  
2010  
2009  
2008  
Opening balance  
(7,639)  
(6,857)  
(7,251)  
Deferred tax on income  
(294)  
28  
(59)  
(480)  
(538)  
(38)  
(1)  
(29)  
30  
(1)  
Deferred tax on shareholders’ equity(a)  
Changes in scope of consolidation  
Currency translation adjustment  
(205)  
394  
Closing balance  
(8,444)  
(7,639)  
(6,857)  
(
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).  
Reconciliation between provision for income taxes and pre-tax income  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
Consolidated net income  
Provision for income taxes  
10,807  
10,228  
8,629  
7,751  
10,953  
14,146  
Pre-tax income  
21,035  
34.43%  
(7,242)  
16,380  
34.43%  
(5,640)  
25,099  
34.43%  
(8,642)  
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  
(4,921)  
672  
1,375  
(45)  
2
(3,214)  
565  
597  
(47)  
(1)  
(6,326)  
593  
315  
12  
(31)  
(63)  
(4)  
(65)  
(4)  
(6)  
(5)  
Net provision for income taxes  
(10,228)  
(7,751)  
(14,146)  
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 2010 (identical to 2009 and 2008).  
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 expire in the following years:  
As of December 31,  
2010  
Tax  
2009  
Tax  
2008  
Tax  
(M)  
Basis  
Basis  
Basis  
2
2
2
2
2
2
2
009  
010  
011  
012  
013(a)  
014(b)  
015 and after  
-
-
-
-
-
258  
170  
121  
133  
1,804  
-
-
126  
83  
52  
43  
599  
-
211  
233  
167  
93  
61  
1,765  
-
115  
79  
42  
19  
587  
-
225  
177  
146  
1,807  
190  
774  
110  
80  
59  
602  
62  
232  
-
-
Unlimited  
661  
560  
189  
Total  
3,319  
1,145  
3,147  
1,114  
2,879  
1,031  
(
(
a) Net operating losses and tax credit carryforwards in 2013 and after for 2008.  
b) Net operating losses and tax credit carryforwards in 2014 and after for 2009.  
194  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
10) Intangible assets  
As of December 31, 2010  
Cost  
Amortization  
Net  
(M)  
and impairment  
Goodwill  
1,498  
10,099  
2,803  
(596)  
(2,712)  
(2,175)  
902  
7,387  
628  
Proved and unproved mineral interests  
Other intangible assets  
Total intangible assets  
14,400  
Cost  
(5,483)  
8,917  
Net  
As of December 31, 2009  
Amortization  
(M)  
and impairment  
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  
Cost  
(5,178)  
7,514  
Net  
As of December 31, 2008  
Amortization  
(M)  
and impairment  
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  
Changes in net intangible assets are analyzed in the following table:  
(M)  
Net amount  
as of January 1,  
Acquisitions  
Disposals  
Amortization  
and impairment  
Currency  
translation  
adjustment  
Other  
Net amount  
as of December 31,  
2010  
7,514  
2,466  
(62)  
(553)  
491  
(939)  
8,917  
2
2
009  
008  
5,341  
4,650  
629  
404  
(64)  
(3)  
(345)  
(259)  
2
(93)  
1,951  
642  
7,514  
5,341  
In 2010, the heading “Other” mainly includes Chesapeake’s  
Barnett Shale mineral interests reclassified into the acquisitions for  
In 2009, the heading “Other” mainly included Chesapeake’s Barnett  
Shale mineral interests for 1,449 million (see Note 3 to the  
Consolidated Financial Statements).  
(975) million and the reclassification of Joslyn’s mineral interests  
in accordance with IFRS 5 “Non-current assets held for sale and  
discontinued operations” for (390) million, including the currency  
translation adjustment (see Note 34 to the Consolidated Financial  
Statements), partially compensated by the acquisition of UTS for  
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.  
646 million (see Note 3 to the Consolidated Financial Statements).  
A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 2010 is as follows:  
(M)  
Net goodwill  
as of  
January 1, 2010  
Increases  
Impairments  
Other  
Net goodwill  
as of  
December 31, 2010  
Upstream  
78  
202  
857  
25  
-
22  
-
-
(88)  
-
-
(54)  
(140)  
-
78  
82  
717  
25  
Downstream  
Chemicals  
Corporate  
-
-
Total  
1,162  
22  
(88)  
(194)  
902  
The heading “Other” mainly corresponds to the sale of Mapa Spontex and the reclassification of the goodwill of resins businesses subject to  
a disposal plan in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”.  
Registration Document 2010. TOTAL  
195  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
11) Property, plant and equipment  
As of December 31, 2010  
Cost  
Depreciation  
Net  
(M)  
and impairment  
Upstream properties  
Proved properties  
Unproved properties  
Work in progress  
77,183  
347  
14,712  
(50,582)  
(1)  
26,601  
346  
14,675  
(37)  
Subtotal  
92,242  
(50,620)  
41,622  
Other property, plant and equipment  
Land  
1,304  
23,831  
6,029  
2,350  
6,164  
(393)  
(17,010)  
(3,758)  
(488)  
911  
6,821  
2,271  
1,862  
1,477  
Machinery, plant and equipment (including transportation equipment)  
Buildings  
Work in progress  
Other  
(4,687)  
Subtotal  
39,678  
(26,336)  
(76,956)  
13,342  
54,964  
Total property, plant and equipment  
131,920  
As of December 31, 2009  
Cost  
Depreciation  
Net  
(M)  
and impairment  
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  
Cost  
Depreciation  
Net  
(M)  
and impairment  
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  
196  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Changes in net property, plant and equipment are analyzed in the following table:  
(M)  
Net amount  
as of January 1,  
Acquisitions  
Disposals  
Depreciation  
and impairment  
Currency  
translation  
adjustment  
Other  
Net amount  
as of December 31,  
2010  
51,590  
11,346  
(1,269)  
(8,564)  
2,974 (1,113)  
54,964  
2
2
009  
008  
46,142  
41,467  
11,212  
11,442  
(65)  
(102)  
(6,765)  
(5,941)  
397  
(1,151)  
669  
427  
51,590  
46,142  
In 2010, the heading “Disposals” mainly includes the impact of  
sales of assets in the Upstream segment (sale of the interests in the  
Valhall and Hod fields in Norway and sale of the interest in Block 31  
in Angola, see Note 3 to the Consolidated Financial Statements).  
subject to a disposal project in accordance with IFRS 5  
“Non-current assets held for sale and discontinued operations”  
(see Note 34 to the Consolidated Financial Statements), partially  
compensated by the acquisition of UTS for 217 million  
(
see Note 3 to the Consolidated Financial Statements).  
In 2010, the heading “Depreciation and impairment” includes the  
impact of impairments of assets recognized for 1,416 million (see  
Note 4C to the Consolidated Financial Statements).  
In 2009, the heading “Other” mainly included changes in net  
property, plant and equipment related to asset retirement  
obligations and Chesapeake’s Barnett shale tangible assets for  
In 2010, the heading “Other” mainly corresponds to the change  
in the consolidation method of Samsung Total Petrochemicals (see  
Note 12 to the Consolidated Financial Statements) for (541)  
million and the reclassification for (537) million, including the  
currency translation adjustment, of property, plant and equipment  
related to Joslyn, Total E&P Cameroun, and resins businesses  
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.  
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, 2010  
Cost  
Depreciation  
Net  
(M)  
and impairment  
Machinery, plant and equipment  
Buildings  
Other  
480  
54  
-
(332)  
(24)  
-
148  
30  
-
Total  
534  
(356)  
178  
Net  
As of December 31, 2009  
Cost  
Depreciation  
(M)  
and impairment  
Machinery, plant and equipment  
Buildings  
Other  
548  
60  
-
(343)  
(30)  
-
205  
30  
-
Total  
608  
(373)  
235  
Net  
As of December 31, 2008  
Cost  
Depreciation  
(M)  
and impairment  
Machinery, plant and equipment  
Buildings  
Other  
558  
35  
-
(316)  
(28)  
-
242  
7
-
Total  
593  
(344)  
249  
Registration Document 2010. TOTAL  
197  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
12) Equity affiliates: investments and loans  
st  
As from January 1 , 2010, jointly-controlled entities are consolidated under the equity method, as provided for in the alternative method  
of IAS 31 “Interests in joint ventures” (see Note 1 “Accounting policies” paragraphs A and V to the Consolidated Financial Statements).  
Until December 31, 2009, these entities were consolidated using the proportionate method.  
As of December 31,  
2010  
2009  
2008  
2010  
2009  
2008  
Equity value (M)  
% owned  
Equity value  
NLNG  
PetroCedeño - EM  
CEPSA (Upstream share)  
Angola LNG Ltd.  
Qatargas  
Société du Terminal Méthanier de Fos Cavaou  
Dolphin Energy Ltd (Del) Abu Dhabi  
Qatar Liquefied Gas Company Limited II (Train B)  
Shtokman Development AG(a)  
AMYRIS(b)  
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
28.03%  
24.50%  
16.70%  
25.00%  
22.03%  
-
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
28.79%  
24.50%  
16.70%  
25.00%  
-
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
30.30%  
24.50%  
16.70%  
25.00%  
-
1,108  
1,136  
340  
710  
85  
125  
172  
184  
214  
101  
749  
1,136  
874  
385  
490  
83  
124  
118  
143  
162  
-
1,135  
760  
403  
326  
251  
114  
85  
82  
35  
-
Other  
-
-
745  
700  
Total associates  
Other  
4,924  
78  
4,260  
-
3,891  
-
-
-
-
Total jointly-controlled entities  
Total Upstream  
78  
-
-
5,002  
2,151  
4,260  
1,927  
3,891  
1,810  
CEPSA (Downstream share)  
48.83%  
48.83%  
48.83%  
Saudi Aramco Total Refining & Petrochemicals  
(
Downstream share)(a)  
37.50%  
22.41%  
-
37.50%  
22.41%  
-
37.50%  
22.41%  
-
47  
-
159  
60  
-
123  
75  
-
73  
Wepec  
Other  
Total associates  
2,357  
2,110  
1,958  
SARA(d)  
TotalErg(b)  
Other  
50.00%  
49.00%  
-
-
-
-
-
-
-
134  
289  
2
-
-
-
-
-
-
Total jointly-controlled entities  
Total Downstream  
425  
-
-
-
-
-
2,782  
2,110  
1,958  
CEPSA (Chemicals share)  
48.83%  
20.00%  
48.83%  
20.00%  
48.83%  
20.00%  
411  
221  
396  
205  
424  
192  
Qatar Petrochemical Company Ltd.  
Saudi Aramco Total Refining & Petrochemicals  
(
Chemicals share)(a)  
37.50%  
-
37.50%  
-
37.50%  
-
4
68  
5
46  
6
55  
Other  
Total associates  
704  
645  
645  
1,349  
-
652  
-
677  
-
Samsung Total Petrochemicals(d)  
Total jointly-controlled entities  
Total Chemicals  
50.00%  
-
-
-
-
652  
677  
Sanofi-Aventis(c)  
-
7.39%  
11.38%  
4,235  
4,235  
-
6,137  
6,137  
-
Total associates  
-
Total jointly-controlled entities  
Total Corporate  
-
-
4,235  
11,257  
2,367  
13,624  
6,137  
12,663  
2,005  
14,668  
Total investments  
Loans  
9,133  
2,383  
11,516  
Total investments and loans  
(
(
(
(
a) Investment accounted for by the equity method as from 2008.  
b) Investment accounted for by the equity method as from 2010.  
st  
c) End of the accounting for by the equity method of Sanofi-Aventis as of July 1 , 2010 (see Note 3 to the Consolidated Financial Statements).  
st  
d) Change in the consolidation method as of January 1 , 2010.  
198  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Equity in income (loss)  
As of December 31,  
2010 2009  
For the year ended December 31,  
(M)  
2008  
2010  
2009  
2008  
%
owned  
Equity in income (loss)  
NLNG  
PetroCedeño - EM  
CEPSA (Upstream share)  
Angola LNG Ltd.  
Qatargas  
Société du Terminal Méthanier de Fos Cavaou  
Dolphin Energy Ltd (Del) Abu Dhabi  
Qatar Liquefied Gas Company Limited II (Train B)  
Shtokman Development AG(a)  
AMYRIS(b)  
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
28.03%  
24.50%  
16.70%  
25.00%  
22.03%  
-
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
28.79%  
24.50%  
16.70%  
25.00%  
-
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
30.30%  
24.50%  
16.70%  
25.00%  
-
207  
195  
57  
8
136  
-
121  
288  
(5)  
(3)  
177  
227  
166  
23  
9
114  
-
94  
8
4
554  
193  
50  
10  
126  
(5)  
83  
(11)  
-
-
-
Other  
-
-
214  
178  
Total associates  
Other  
1,181  
6
859  
-
1,178  
-
-
-
-
-
Total jointly-controlled entities  
Total Upstream  
6
-
1,187  
172  
859  
149  
1,178  
76  
CEPSA (Downstream share)  
48.83%  
48.83%  
48.83%  
Saudi Aramco Total Refining & Petrochemicals  
(
Downstream share)(a)  
37.50%  
22.41%  
-
37.50%  
22.41%  
-
37.50%  
22.41%  
-
(19)  
29  
47  
(12)  
-
81  
-
(110)  
(13)  
Wepec  
Other  
Total associates  
229  
218  
(47)  
SARA(d)  
TotalErg(b)  
Other  
50.00%  
49.00%  
-
-
-
-
-
-
-
31  
(11)  
2
-
-
-
-
-
-
Total jointly-controlled entities  
Total Downstream  
22  
-
-
251  
218  
(47)  
CEPSA (Chemicals share)  
48.83%  
20.00%  
48.83%  
20.00%  
48.83%  
20.00%  
78  
84  
10  
74  
10  
66  
Qatar Petrochemical Company Ltd.  
Saudi Aramco Total Refining & Petrochemicals  
(
Chemicals share)(a)  
37.50%  
-
37.50%  
-
37.50%  
-
(1)  
41  
(1)  
(4)  
-
(1)  
Other  
Total associates  
202  
104  
104  
306  
209  
209  
-
79  
-
75  
-
Samsung Total Petrochemicals(d)  
Total jointly-controlled entities  
Total Chemicals  
50.00%  
-
-
-
-
79  
75  
Sanofi-Aventis(c)  
-
7.39%  
11.38%  
486  
486  
-
515  
515  
-
Total associates  
Total jointly-controlled entities  
Total Corporate  
209  
1,953  
486  
1,642  
515  
1,721  
Total investments  
(
(
(
(
a) Investment accounted for by the equity method as from 2008.  
b) Investment accounted for by the equity method as from 2010.  
st  
c) End of the accounting for by the equity method of Sanofi-Aventis as of July 1 , 2010 (see Note 3 to the Consolidated Financial Statements).  
st  
d) Change in the consolidation method as of January 1 , 2010.  
The market value of the Group’s share in CEPSA amounts to 2,389 million as of December 31, 2010 for an equity value of 2,902 million.  
The recoverable amount of CEPSA determined by reference to the value of discounted future cash flows being greater than the equity value,  
no impairment loss has been accounted for.  
Registration Document 2010. TOTAL  
199  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
In Group share, the main financial items of the equity affiliates are as follows:  
As of December 31,  
2010  
2009  
2008  
(M)  
Associates  
Jointly-  
controlled  
entities  
Associates  
Jointly-  
controlled  
entities  
Associates  
Jointly-  
controlled  
entities  
Assets  
Shareholders’ equity  
Liabilities  
19,192  
7,985  
11,207  
2,770  
1,148  
1,622  
22,681  
11,257  
11,424  
-
-
-
23,173  
12,663  
10,510  
-
-
-
For the year ended December 31,  
2010  
2009  
2008  
(M)  
Associates  
Jointly-  
controlled  
entities  
Associates  
Jointly-  
controlled  
entities  
Associates  
Jointly-  
controlled  
entities  
Revenues from sales  
Pre-tax income  
Income tax  
16,529  
2,389  
(568)  
2,575  
166  
(34)  
14,434  
2,168  
(526)  
-
-
-
19,982  
2,412  
(691)  
-
-
-
Net income  
1,821  
132  
1,642  
-
1,721  
-
13) Other investments  
The investments detailed below are classified as “Financial assets available for sale” (see Note 1 paragraph M(ii) to the Consolidated  
Financial Statements).  
As of December 31, 2010  
Carrying  
amount  
Unrealized gain  
(loss)  
Balance  
sheet value  
(M)  
Sanofi-Aventis(a)  
3,510  
(56)  
63  
-
3,454  
132  
-
Areva(b)  
69  
-
Arkema  
Chicago Mercantile Exchange Group(c)  
Olympia Energy Fund - energy investment fund(d)  
Other publicly traded equity securities  
1
37  
2
9
(3)  
(1)  
10  
34  
1
Total publicly traded equity securities(e)  
3,619  
12  
3,631  
BBPP  
BTC Limited  
Other equity securities  
60  
141  
758  
-
-
-
60  
141  
758  
Total other equity securities(e)  
Other investments  
959  
-
959  
4,578  
12  
4,590  
As of December 31, 2009  
Carrying  
amount  
Unrealized gain  
(loss)  
Balance  
sheet value  
(M)  
Areva(b)  
Arkema  
69  
15  
1
35  
-
58  
47  
9
(2)  
-
127  
62  
10  
33  
-
Chicago Mercantile Exchange Group(c)  
Olympia Energy Fund - energy investment fund(d)  
Other publicly traded equity securities  
Total publicly traded equity securities(e)  
120  
112  
232  
BBPP  
BTC Limited  
Other equity securities  
72  
144  
714  
-
-
-
72  
144  
714  
Total other equity securities(e)  
Other investments  
930  
-
930  
1,050  
112  
1,162  
200  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
As of December 31, 2008  
Carrying  
amount  
Unrealized gain  
(loss)  
Balance  
sheet value  
(M)  
Areva(b)  
Arkema  
69  
16  
1
36  
-
59  
15  
5
(5)  
-
128  
31  
6
31  
-
Chicago Mercantile Exchange Group(c)  
Olympia Energy Fund - energy investment fund(d)  
Other publicly traded equity securities  
Total publicly traded equity securities(e)  
122  
74  
196  
BBPP  
BTC Limited  
Other equity securities  
75  
161  
733  
-
-
-
75  
161  
733  
Total other equity securities(e)  
Other investments  
969  
-
969  
1,091  
74  
1,165  
st  
(
(
(
a) End of the accounting for by the equity method of Sanofi-Aventis as of July 1 , 2010 (see Note 3 to the Consolidated Financial Statements).  
b) Unrealized gain based on the investment certificate.  
c) 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.  
(
d) Securities acquired in 2008.  
(e) Including cumulative impairments of 597 million in 2010, 599 million in 2009 and 608 million in 2008.  
14) Other non-current assets  
As of December 31, 2010  
(M)  
Gross value  
Valuation allowance  
Net value  
Deferred income tax assets  
Loans and advances(a)  
Other  
1,378  
2,060  
681  
-
(464)  
-
1,378  
1,596  
681  
Total  
4,119  
(464)  
3,655  
As of December 31, 2009  
(M)  
Gross value  
Valuation allowance  
Net value  
Deferred income tax assets  
Loans and advances(a)  
Other  
1,164  
1,871  
633  
-
(587)  
-
1,164  
1,284  
633  
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(a)  
Other  
1,010  
1,932  
631  
-
(529)  
-
1,010  
1,403  
631  
Total  
3,573  
(529)  
3,044  
(a) Excluding loans to equity affiliates.  
Changes in the valuation allowance on loans and advances are detailed as follows:  
For the year  
ended December 31,  
Valuation  
allowance  
as of January 1,  
Increases Decreases  
Currency  
translation adjustment  
and other variations  
Valuation  
allowance  
as of December 31,  
(M)  
2010  
(587)  
(33)  
220  
(64)  
(464)  
2
2
009  
008  
(529)  
(527)  
(19)  
(33)  
29  
52  
(68)  
(21)  
(587)  
(529)  
Registration Document 2010. TOTAL  
201  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
15) Inventories  
As of December 31, 2010  
(M)  
Gross value  
Valuation allowance  
Net value  
Crude oil and natural gas  
Refined products  
Chemicals products  
Other inventories  
4,990  
7,794  
1,350  
1,911  
-
(28)  
(99)  
4,990  
7,766  
1,251  
1,593  
(318)  
Total  
16,045  
(445)  
15,600  
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  
-
(18)  
(113)  
(286)  
4,581  
6,629  
1,121  
1,536  
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  
Changes in the valuation allowance on inventories are as follows:  
For the year  
ended December 31,  
Valuation  
allowance  
as of January 1,  
Increase (net)  
(39)  
Currency  
translation adjustment  
and other variations  
Valuation  
allowance  
as of December 31,  
(M)  
2010  
(417)  
11  
(445)  
2
2
009  
008  
(1,115)  
(325)  
700  
(740)  
(2)  
(50)  
(417)  
(1,115)  
202  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
16) Accounts receivable and other current assets  
As of December 31, 2010  
(
M)  
Gross value  
18,635  
Valuation allowance  
(476)  
Net value  
18,159  
Accounts receivable  
Recoverable taxes  
2,227  
4,543  
151  
657  
41  
-
2,227  
4,407  
151  
657  
41  
Other operating receivables  
Deferred income tax  
Prepaid expenses  
(136)  
-
-
-
Other current assets  
Other current assets  
7,619  
(136)  
7,483  
As of December 31, 2009  
(
M)  
Gross value  
16,187  
Valuation allowance  
(468)  
Net value  
15,719  
Accounts receivable  
Recoverable taxes  
2,156  
5,214  
214  
638  
45  
-
2,156  
5,145  
214  
638  
45  
Other operating receivables  
Deferred income tax  
Prepaid expenses  
(69)  
-
-
-
Other current assets  
Other current assets  
8,267  
(69)  
8,198  
As of December 31, 2008  
(
M)  
Gross value  
15,747  
Valuation allowance  
(460)  
Net value  
15,287  
Accounts receivable  
Recoverable taxes  
2,510  
6,227  
206  
650  
68  
-
2,510  
6,208  
206  
650  
68  
Other operating receivables  
Deferred income tax  
Prepaid expenses  
(19)  
-
-
-
Other current assets  
Other current assets  
9,661  
(19)  
9,642  
Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows:  
(M)  
Valuation  
allowance  
as of January 1,  
Increase  
(net)  
Currency  
translation adjustments  
and other variations  
Valuation  
allowance  
as of December 31,  
Accounts receivable  
010  
2
(468)  
(31)  
23  
(476)  
2
2
009  
008  
(460)  
(482)  
(17)  
9
9
13  
(468)  
(460)  
Other current assets  
010  
2
(69)  
(66)  
(1)  
(136)  
2
2
009  
008  
(19)  
(27)  
(14)  
7
(36)  
1
(69)  
(19)  
As of December 31, 2010, the net portion of the overdue  
receivables includes in “Accounts receivable” and “Other current  
assets” is 3,141 million, of which 1,885 million has expired for  
less than 90 days, 292 million has expired between 90 days  
and 6 months, 299 million has expired between 6 and 12 months  
and 665 million has expired for more than 12 months.  
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.  
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  
Registration Document 2010. TOTAL  
203  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
17) Shareholders’ equity  
Number of TOTAL shares  
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%.  
The Company’s common shares, par value 2.50, as of  
December 31, 2010 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.  
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 3,439,391,697 shares as  
of December 31, 2010 compared to 3,381,921,458 shares as of  
December 31, 2009 and 3,413,204,025 as of December 31, 2008.  
Pursuant to the Company’s bylaws (Statuts), no shareholder  
may cast a vote at a shareholders’ meeting, either by himself  
Variation of the share capital  
As of January 1, 2008  
2,395,532,097  
Shares issued in connection with:Capital increase reserved for employees  
4,870,386  
Exercise of TOTAL share subscription options  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options  
1,178,167  
227,424  
Cancellation of shares(a)  
(30,000,000)  
As of January 1, 2009  
2,371,808,074  
Shares issued in connection with:Exercise of TOTAL share subscription options  
934,780  
480,030  
(24,800,000)  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options  
Cancellation of shares(b)  
As of January 1, 2010  
2,348,422,884  
1,218,047  
Shares issued in connection with:Exercise of TOTAL share subscription options  
As of December 31, 2010(c)  
2,349,640,931  
(
(
(
a) Decided by the Board of Directors on July 31, 2008.  
b) Decided by the Board of Directors on July 30, 2009.  
c) Including 112,487,679 treasury shares deducted from consolidated shareholders’ equity.  
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:  
2010  
2009  
2008  
Number of shares as of January 1,  
2,348,422,884  
2,371,808,074  
2,395,532,097  
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  
412,114  
984,800  
221,393  
93,827  
742,588  
2,426,827  
-
393,623  
1,164,389  
86,162  
1,112,393  
-
416,420  
Global free TOTAL share plan(a)  
15  
-
-
-
Capital increase reserved for employees  
TOTAL shares held by TOTAL S.A. or by its subsidiaries  
and deducted from shareholders’ equity  
3,246,924  
(115,407,190)  
(143,082,095)  
(168,290,440)  
Weighted-average number of shares  
2,234,829,043  
2,230,599,211  
2,234,856,551  
Dilutive effect  
TOTAL share subscription and purchase options  
TOTAL restricted shares  
Global free TOTAL share plan(a)  
1,758,006  
6,031,963  
1,504,071  
1,711,961  
4,920,599  
-
6,784,200  
4,172,944  
-
Exchange guarantee offered to the beneficiaries  
of Elf Aquitaine share subscription options  
Capital increase reserved for employees  
-
60,428  
-
460,935  
383,912  
371,493  
Weighted-average number of diluted shares  
2,244,494,576  
2,237,292,199  
2,246,658,542  
(a) The Board of Directors approved on May 21, 2010 the implementation and conditions of a global free share plan intended for the Group employees.  
204  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Capital increase reserved for Group employees  
These shares were deducted from the consolidated shareholders’  
equity.  
Pursuant to the authorization granted by the shareholders’  
meeting held on May 11, 2007, 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, at a  
price of 44.40 per share, with dividend rights as of January 1, 2007.  
The subscription period ran from March 10, 2008 to March 28, 2008.  
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:  
12,627,522 shares allocated to covering TOTAL share purchase  
option plans for Group employees;  
4
,870,386 shares were subscribed by employees pursuant to the  
– 5,323,305 shares allocated to TOTAL restricted shares plans for  
Group employees; and  
capital increase.  
At the shareholders’ meeting held on May 21, 2010, 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 is counted against the aggregate maximum nominal  
amount of share capital increases authorized by the shareholders’  
meeting held on May 21, 2010 for issuing new ordinary shares  
or other securities granting immediate or future access to the  
Company’s share capital with preferential subscription rights  
– 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 24,800,000 shares acquired at an average price  
of 49.28 per share.  
These shares were deducted from the consolidated shareholders’  
equity.  
TOTAL shares held by Group subsidiaries  
As of December 31, 2010, 2009 and 2008, 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, 2010,  
4.27% of its share capital as of December 31, 2009 and 4.23% of  
its share capital as of December 31, 2008 detailed as follows:  
(2.5 billion in nominal value).  
Pursuant to this delegation of authorization, the Board of Directors,  
during its October 28, 2010 meeting, decided to proceed with a  
capital increase reserved for employees in 2011 within the limit  
of 12 million shares with dividend rights as of January 1, 2010  
and delegated to the Chairman and CEO all powers to determine  
the opening and closing of the subscription period and the  
subscription price.  
– 2,023,672 shares held by a consolidated subsidiary, Total  
Nucléaire, 100% indirectly controlled by TOTAL S.A.; and  
98,307,596 shares held by subsidiaries of Elf Aquitaine  
Financière Valorgest, Sogapar and Fingestval).  
(
These shares are deducted from the consolidated shareholders’  
equity.  
Share cancellation  
Dividend  
Pursuant to the authorization granted by the shareholders’  
meeting held on May 11, 2007 authorizing reduction of capital by  
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.  
TOTAL S.A. paid on June 1, 2010 the balance of the dividend of  
1.14 per share for the 2009 fiscal year (the ex-dividend date was  
May 27, 2010). In addition, TOTAL S.A. paid on November 17, 2010  
an interim dividend of 1.14 per share for the fiscal year 2010  
(the ex-dividend date was November 12, 2010).  
A resolution will be submitted at the shareholders’ meeting on  
May 13, 2011 to pay a dividend of 2.28 per share for the 2010  
fiscal year, i.e. a balance of 1.14 per share to be distributed after  
deducting the interim dividend of 1.14 already paid.  
Treasury shares  
(TOTAL shares held by TOTAL S.A.)  
As of December 31, 2010, TOTAL S.A. held 12,156,411 of its own  
shares, representing 0.52% of its share capital, detailed as follows:  
Paid-in surplus  
6,012,460 shares allocated to TOTAL restricted shares plans for  
Group employees;  
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.  
6,143,951 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, 2010, paid-in surplus amounted to  
27,208 million (27,171 million as of December 31, 2009  
and 28,284 million as of December 31, 2008).  
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:  
6,017,499 shares allocated to covering TOTAL share purchase  
option plans for Group employees and executive officers;  
Reserves  
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.  
5,799,400 shares allocated to TOTAL restricted shares plans for  
Group employees; and  
3,259,023 shares intended to be allocated to new TOTAL share  
purchase option plans or to new restricted shares plans.  
Registration Document 2010. TOTAL  
205  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
If wholly distributed, the unrestricted reserves of the parent company would be taxed for an approximate amount of 514 million as of  
December 31, 2010 (514 million as of December 31, 2009).  
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)  
2010  
2009  
2008  
Currency translation adjustment  
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
2,231  
(100)  
(80)  
(244)  
38  
(722)  
(254)  
-
2,234  
3
(243)  
(722)  
1
-
Available for sale financial assets  
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
(50)  
50  
38  
-
(254)  
-
Cash flow hedge  
128  
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
(195)  
(115)  
349  
221  
-
-
Share of other comprehensive income  
of equity affiliates, net amount  
302  
(7)  
234  
(5)  
173  
1
Other  
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
(7)  
-
(5)  
-
1
-
Tax effect  
28  
(38)  
113  
30  
Total other comprehensive income, net amount  
2,374  
(772)  
Tax effects relating to each component of other comprehensive income are as follows:  
For the year ended December 31, 2010  
2009  
2008  
(M)  
Pre-tax  
amount  
Tax  
effect  
Net  
amount  
Pre-tax  
amount  
Tax  
effect  
Net  
amount  
Pre-tax  
amount  
Tax  
effect  
Net  
amount  
Currency translation adjustment  
Available for sale financial assets  
Cash flow hedge  
2,231  
(100)  
(80)  
-
2
26  
2,231  
(98)  
(54)  
(244)  
38  
128  
-
4
(42)  
(244)  
42  
86  
(722)  
(254)  
-
-
30  
-
(722)  
(224)  
-
Share of other comprehensive  
income of equity affiliates, net amount  
Other  
302  
(7)  
-
-
302  
(7)  
234  
(5)  
-
-
234  
(5)  
173  
1
-
-
173  
1
Total other comprehensive income  
2,346  
28  
2,374  
151  
(38)  
113  
(802)  
30  
(772)  
18) Employee benefits obligations  
Liabilities for employee benefits obligations consist of the following:  
As of December 31,  
(M)  
2010  
2009  
2008  
Pension benefits liabilities  
Other benefits liabilities  
1,268  
605  
1,236  
592  
1,187  
608  
Restructuring reserves (early retirement plans)  
298  
212  
216  
Total  
2,171  
2,040  
2,011  
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 benefits are usually based on the final salary and seniority;  
they are usually funded (pension fund or insurer); and  
they are closed to new employees who benefit from defined contribution pension plans.  
The pension benefits include also termination indemnities and early retirement benefits.  
The other benefits are the employer contribution to post-employment medical care.  
206  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
The fair value of the defined benefit obligation and plan assets in the Consolidated Financial Statements is detailed as follows:  
As of December 31, Pension benefits  
Other benefits  
(M)  
2010  
2009  
2008  
2010  
2009  
2008  
Change in benefit obligation  
Benefit obligation at beginning of year  
Service cost  
Interest cost  
Curtailments  
8,169  
159  
441  
(4)  
(60)  
-
11  
(471)  
28  
7,405  
134  
428  
(5)  
(3)  
-
10  
(484)  
118  
446  
120  
8,129  
143  
416  
(3)  
(5)  
-
12  
(463)  
12  
547  
11  
29  
(3)  
-
1
-
(33)  
1
57  
13  
544  
10  
30  
(1)  
-
583  
14  
24  
-
(4)  
-
Settlements  
Special termination benefits  
Plan participants’ contributions  
Benefits paid  
Plan amendments  
Actuarial losses (gains)  
Foreign currency translation and other  
-
-
-
(33)  
(2)  
-
(37)  
(12)  
(27)  
3
330  
137  
(248)  
(588)  
(1)  
Benefit obligation at year-end  
8,740  
8,169  
7,405  
623  
547  
544  
Change in fair value of plan assets  
Fair value of plan assets at beginning of year  
Expected return on plan assets  
Actuarial losses (gains)  
Settlements  
Plan participants’ contributions  
Employer contributions(a)  
(6,286)  
(396)  
(163)  
56  
(11)  
(269)  
394  
(5,764)  
(343)  
(317)  
2
(10)  
(126)  
396  
(6,604)  
(402)  
1,099  
2
(12)  
(855)  
375  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Benefits paid  
Foreign currency translation and other  
(134)  
(124)  
633  
Fair value of plan assets at year-end  
Unfunded status  
(6,809)  
1,931  
(6,286)  
1,883  
(5,764)  
1,641  
-
-
-
623  
547  
544  
Unrecognized prior service cost  
Unrecognized actuarial (losses) gains  
Asset ceiling  
(105)  
(1,170)  
9
(153)  
(1,045)  
9
(48)  
(953)  
5
10  
(28)  
-
15  
30  
-
21  
43  
-
Net recognized amount  
665  
694  
645  
605  
592  
608  
Pension benefits and other benefits liabilities  
Other non-current assets  
1,268  
(603)  
1,236  
(542)  
1,187  
(542)  
605  
-
592  
-
608  
-
(a) In 2010, the Group covered certain employee pension benefit plans through insurance companies for an amount of 90 million (757 million in 2008).  
As of December 31, 2010, the fair value of pension benefits and other pension benefits which are entirely or partially funded amounted  
to 7,727 million and the present value of the unfunded benefits amounted to 1,636 million (against 7,206 million and 1,510 million  
respectively as of December 31, 2009 and 6,515 million and 1,434 million respectively as of December 31, 2008).  
Registration Document 2010. TOTAL  
207  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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)  
2010  
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  
(54)  
(163)  
(108)  
(317)  
12  
1,099  
80  
140  
As of December 31,  
(M)  
2010  
2009  
2008  
2007  
2006  
Pension benefits  
Benefit obligation  
8,740  
8,169  
7,405  
8,129  
8,742  
Fair value of plan assets  
(6,809)  
(6,286)  
(5,764)  
(6,604)  
(6,401)  
Unfunded status  
1,931  
1,883  
1,641  
1,525  
2,341  
Other benefits  
Benefits obligation  
Fair value of plan assets  
623  
-
547  
-
544  
-
583  
-
648  
-
Unfunded status  
623  
547  
544  
583  
648  
The Group expects to contribute 251 million to its pension plans in 2011.  
Estimated future payments  
(M)  
Pension benefits  
Other benefits  
2
2
2
2
2
2
011  
012  
013  
014  
015  
016-2020  
487  
478  
477  
477  
497  
38  
38  
38  
39  
40  
2,628  
203  
Asset allocation  
Pension benefits  
As of December 31,  
2010  
2009  
2008  
Equity securities  
Debt securities  
Monetary  
34%  
60%  
3%  
31%  
62%  
3%  
25%  
56%  
16%  
3%  
Real estate  
3%  
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.  
Assumptions used  
to determine benefits obligations  
Pension benefits  
Other benefits  
As of December 31,  
2010  
2009  
2008  
2010  
2009  
2008  
Discount rate (weighted average for all regions)  
Of which Euro zone  
Of which United States  
Of which United Kingdom  
Average expected rate of salary increase  
Expected rate of healthcare inflation  
5.01%  
4.58%  
5.49%  
5.50%  
4.55%  
5.41%  
5.12%  
6.00%  
5.50%  
4.50%  
5.93%  
5.72%  
6.23%  
6.00%  
4.56%  
5.00%  
4.55%  
5.42%  
5.60%  
5.18%  
5.99%  
6.00%  
5.74%  
6.21%  
6.00%  
-
-
-
-
-
initial rate  
ultimate rate  
-
-
-
-
-
-
4.82%  
3.75%  
4.91%  
3.79%  
4.88%  
3.64%  
208  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Assumptions used  
to determine the net periodic benefit cost (income)  
Pension benefits  
Other benefits  
For the year ended December 31,  
2010  
2009  
2008  
2010  
2009  
2008  
Discount rate (weighted average for all regions)  
Of which Euro zone  
5.41%  
5.12%  
6.00%  
5.50%  
4.50%  
6.39%  
5.93%  
5.72%  
6.23%  
6.00%  
4.56%  
6.14%  
5.50%  
5.15%  
6.00%  
5.75%  
4.29%  
6.60%  
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 return on plan assets  
Expected rate of healthcare inflation  
-
-
-
-
-
initial rate  
ultimate rate  
-
-
-
-
-
-
4.91%  
3.79%  
4.88%  
3.64%  
5.16%  
3.64%  
A 0.5% increase or decrease in discount rates - all other things being equal - would have the following approximate impact:  
(M)  
0.5% increase  
0.5% decrease  
Benefit obligation as of December 31, 2010  
011 net periodic benefit cost (income)  
(520)  
(19)  
574  
52  
2
A 0.5% increase or decrease in expected return on plan assets rate - all other things being equal - would have an impact of 30 million on  
011 net periodic benefit cost (income).  
2
The components of the net periodic benefit cost (income) in 2010, 2009 and 2008 are:  
For the year ended December 31, Pension benefits  
Other benefits  
(M)  
2010  
2009  
2008  
2010  
2009  
2008  
Service cost  
Interest cost  
Expected return on plan assets  
Amortization of prior service cost  
Amortization of actuarial losses (gains)  
Asset ceiling  
159  
441  
(396)  
74  
66  
(3)  
134  
428  
(343)  
13  
50  
4
143  
416  
(402)  
34  
22  
1
11  
29  
-
(5)  
(4)  
-
10  
30  
-
(7)  
(6)  
-
14  
24  
-
(10)  
(2)  
-
Curtailments  
Settlements  
Special termination benefits  
(3)  
7
-
(4)  
(1)  
-
(3)  
(2)  
-
(3)  
-
1
(1)  
-
-
-
(3)  
-
Net periodic benefit cost (income)  
345  
281  
209  
29  
26  
23  
A positive or negative change of one-percentage-point in the healthcare inflation rate would have the following approximate impact:  
(M)  
1% increase  
1% decrease  
Benefit obligation as of December 31, 2010  
010 net periodic benefit cost (income)  
63  
5
(52)  
(4)  
2
Registration Document 2010. TOTAL  
209  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
19) Provisions and other non-current liabilities  
As of December 31,  
(M)  
2010  
2009  
2008  
Litigations and accrued penalty claims  
Provisions for environmental contingencies  
Asset retirement obligations  
Other non-current provisions  
Other non-current liabilities  
485  
644  
5,917  
1,116  
936  
423  
623  
5,469  
1,331  
1,535  
546  
558  
4,500  
1,804  
450  
Total  
9,098  
9,381  
7,858  
In 2010, litigation reserves mainly include a provision covering risks  
concerning antitrust investigations related to Arkema amounting  
to 17 million as of December 31, 2010. 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:  
the contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability) for 40 million as of December 31, 2009;  
– provisions related to restructuring activities in the  
Downstream and Chemicals segments for 130 million  
as of December 31, 2009; and  
In 2010, other non-current provisions mainly include:  
the contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability) for 31 million as of December 31, 2010;  
the contingency reserve related to the Buncefield depot  
explosion (civil liability) for 295 million as of December 31, 2009.  
provisions related to restructuring activities in the  
Downstream and Chemicals segments for 261 million  
as of December 31, 2010; and  
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).  
the contingency reserve related to the Buncefield  
depot explosion (civil liability) for 194 million as of  
December 31, 2010.  
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.  
In 2010, other non-current liabilities mainly include debts (whose  
maturity is more than one year) related to fixed assets acquisitions.  
In 2009, litigation reserves mainly include a provision covering  
risks concerning antitrust investigations related to Arkema  
amounting to 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 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.  
Changes in provisions and other non-current liabilities  
Changes in provisions and other non-current liabilities are as follows:  
(M)  
As of  
January 1,  
Allowances  
Reversals  
Currency  
translation  
adjustment  
Other  
As of  
December 31,  
2010  
9,381  
1,052  
(971)  
497  
(861)  
9,098  
2
2
009  
008  
7,858  
6,843  
1,254  
1,424  
(1,413)  
(864)  
202  
(460)  
1,480  
915  
9,381  
7,858  
210  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Allowances  
Reversals  
In 2010, allowances of the period (1,052 million) mainly include:  
In 2010, reversals of the period (971 million) mainly relate  
to the following incurred expenses:  
asset retirement obligations for 338 million (accretion);  
provisions for asset retirement obligations for 214 million;  
environmental contingencies for 88 million in the Downstream  
and Chemicals segments;  
 26 million for litigation reserves in connection with antitrust  
investigations;  
the contingency reserve related to the Buncefield depot  
explosion (civil liability) for 79 million; and  
– environmental contingencies written back for 66 million;  
provisions related to restructuring of activities for 226 million.  
– the contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability), written back for 9 million;  
In 2009, allowances of the period (1,254 million) mainly included:  
the contingency reserve related to the Buncefield depot  
explosion (civil liability), written back for 190 million; and  
asset retirement obligations for 283 million (accretion);  
environmental contingencies for 147 million in the Downstream  
and Chemicals segments;  
provisions for restructuring and social plans written back  
for 60 million.  
the contingency reserve related to the Buncefield depot  
explosion (civil liability) for 223 million; and  
In 2009, reversals of the period (1,413 million) were mainly  
related to the following incurred expenses:  
provisions related to restructuring of activities for 121 million.  
provisions for asset retirement obligations for 191 million;  
In 2008, allowances of the period (1,424 million) mainly included:  
52 million for litigation reserves in connection with antitrust  
asset retirement obligations for 229 million (accretion);  
investigations;  
the contingency reserve related to the Toulouse-AZF plant  
– environmental contingencies written back for 86 million;  
explosion (civil liability) for 140 million;  
the contingency reserve related to the Toulouse-AZF plant  
environmental contingencies for 89 million;  
explosion (civil liability), written back for 216 million;  
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  
– the contingency reserve related to the Buncefield depot  
explosion (civil liability), written back for 375 million; and  
provisions for restructuring and social plans written back  
for 28 million.  
provisions related to restructuring of activities for 27 million.  
In 2008, reversals of the period (864 million) were mainly related  
to the following incurred expenses:  
provisions for asset retirement obligations for 280 million;  
163 million for litigation reserves in connection with antitrust  
investigations;  
environmental contingencies written back for 96 million;  
the contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability), written back for 18 million; and  
provisions for restructuring and social plans written back  
for 10 million.  
Changes in the asset retirement obligation  
Changes in the asset retirement obligation are as follows:  
As of  
January 1,  
Accretion  
Revision in  
estimates  
New  
obligations  
Spending  
on existing  
obligations  
Currency  
translation  
adjustment  
Other  
As of  
December 31,  
(M)  
2010  
5,469  
338  
79  
175  
(214)  
316  
(246)  
5,917  
2
2
009  
008  
4,500  
4,206  
283  
229  
447  
563  
179  
188  
(191)  
(280)  
232  
(414)  
19  
8
5,469  
4,500  
Registration Document 2010. TOTAL  
211  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
20) Financial debt and related financial instruments  
A) Non-current financial debt and related financial instruments  
As of December 31, 2010  
(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)(a)  
287  
20,496  
178  
(1,870)  
20,783  
178  
(1,870)  
-
-
Non-current financial debt - net of hedging instruments  
287  
18,626  
18,913  
Bonds after fair value hedge  
Fixed rate bonds and bonds after cash flow hedge  
Bank and other, floating rate  
Bank and other, fixed rate  
Financial lease obligations  
-
-
15,491  
2,836  
189  
15,491  
2,836  
236  
47  
65  
175  
110  
175  
175  
-
Non-current financial debt - net of hedging instruments  
287  
18,626  
18,913  
(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, 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)(a)  
312  
19,125  
241  
(1,025)  
19,437  
241  
(1,025)  
-
-
Non-current financial debt - net of hedging instruments  
312  
18,100  
18,412  
Bonds after fair value hedge  
Fixed rate bonds and bonds after cash flow hedge  
Bank and other, floating rate  
Bank and other, fixed rate  
Financial lease obligations  
-
-
15,884  
1,700  
379  
15,884  
1,700  
439  
60  
50  
202  
79  
58  
129  
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)(a)  
895  
15,296  
440  
(892)  
16,191  
440  
(892)  
-
-
Non-current financial debt - net of hedging instruments  
895  
14,404  
15,299  
Bonds after fair value hedge  
Fixed rate bonds and bonds after cash flow hedge  
Bank and other, floating rate  
Bank and other, fixed rate  
Financial lease obligations  
-
-
13,380  
287  
665  
6
13,380  
287  
1,218  
146  
553  
140  
202  
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.  
212  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Fair value of bonds, as of December 31, 2010, after taking into account currency and interest rates swaps, is detailed as follows:  
Bonds after  
Year of  
issue  
Fair value  
after  
hedging as of  
December 31,  
2010  
Fair value  
after  
hedging as of  
December 31,  
2009  
Fair value  
after  
hedging as of  
December 31,  
2008  
Currency  
Maturity  
Initial rate  
before  
fair value hedge  
hedging  
instruments  
(M)  
Parent company  
Bond  
Bond  
Bond  
Bond  
1997  
1998  
1998  
2000  
-
-
-
124  
119  
121  
63  
FRF  
FRF  
FRF  
EUR  
2009  
2009  
2013  
2010  
6.200%  
5.125%  
5.000%  
5.650%  
-
125  
-
116  
61  
Current portion (less than one year)  
-
(61)  
(243)  
Total parent company  
125  
116  
184  
Elf Aquitaine S.A.  
Bond  
1999  
-
-
-
-
1,003  
(1,003)  
EUR  
2009  
4.500%  
Current portion (less than one year)  
Total Elf Aquitaine S.A.  
-
-
-
TOTAL CAPITAL  
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  
2002  
15  
-
-
-
22  
-
-
-
-
-
14  
-
-
160  
21  
-
-
-
53  
113  
438  
322  
128  
185  
53  
107  
203  
69  
116  
47  
-
53  
14  
52  
154  
166  
22  
395  
57  
28  
USD  
AUD  
CHF  
CHF  
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  
CHF  
EUR  
NZD  
GBP  
EUR  
EUR  
EUR  
EUR  
EUR  
EUR  
EUR  
USD  
EUR  
USD  
AUD  
2012  
2009  
2009  
2010  
2013  
2009  
2009  
2009  
2010  
2010  
2010  
2010  
2010  
2010  
2011  
2011  
2011  
2011  
2012  
2014  
2009  
2011  
2011  
2011  
2011  
2011  
2012  
2012  
2012  
2012  
2012  
2012  
2010  
2010  
2010  
2010  
5.890%  
6.250%  
2.385%  
2.385%  
4.500%  
3.500%  
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%  
2.375%  
3.250%  
6.500%  
4.875%  
3.750%  
3.750%  
3.750%  
2003  
2003  
2003  
2003  
2003-2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2004  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
55  
117  
454  
334  
132  
191  
55  
111  
216  
72  
120  
49  
36  
55  
58  
116  
226  
144  
63  
187  
65  
98  
376  
57  
75  
50  
50  
102  
42  
-
-
-
-
57  
116  
235  
75  
125  
51  
-
57  
60  
120  
226  
139  
63  
194  
65  
97  
391  
57  
-
56  
112  
226  
144  
63  
180  
65  
97  
363  
57  
75  
50  
50  
100  
42  
300  
150  
300  
120  
300  
472  
62  
-
-
-
42  
300  
150  
300  
120  
300  
472  
62  
2011 EURIBOR 3 months +0.040%  
300  
150  
300  
120  
300  
473  
62  
2011  
2011  
2011  
2011  
2011  
2011  
2012  
3.875%  
3.875%  
3.875%  
5.000%  
3.875%  
5.000%  
5.625%  
Registration Document 2010. TOTAL  
213  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Bonds after  
Year of  
issue  
Fair value  
after  
hedging as of  
December 31,  
2010  
Fair value  
after  
hedging as of  
December 31,  
2009  
Fair value  
after  
hedging as of  
December 31,  
2008  
Currency  
Maturity  
Initial rate  
before  
fair value hedge  
hedging  
instruments  
(M)  
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  
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  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
2008  
72  
100  
74  
100  
125  
127  
130  
65  
64  
63  
129  
-
-
77  
370  
222  
61  
72  
71  
300  
73  
306  
72  
72  
100  
74  
100  
125  
127  
130  
65  
64  
63  
129  
60  
74  
72  
100  
74  
100  
125  
127  
130  
65  
64  
64  
129  
60  
74  
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  
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  
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  
248  
31  
61  
CHF  
JPY  
49  
49  
49  
121  
300  
76  
60  
-
-
92  
100  
150  
50  
50  
60  
102  
62  
124  
46  
92  
64  
50  
63  
121  
300  
76  
60  
63  
66  
92  
100  
150  
50  
50  
60  
102  
62  
124  
46  
92  
64  
50  
63  
121  
300  
76  
60  
63  
66  
92  
100  
151  
50  
50  
60  
102  
62  
124  
46  
92  
64  
50  
63  
CHF  
EUR  
CHF  
CHF  
GBP  
GBP  
AUD  
EUR  
EUR  
EUR  
EUR  
JPY  
USD  
CHF  
CHF  
CHF  
CHF  
CHF  
EUR  
GBP  
GBP  
GBP  
NOK  
USD  
AUD  
AUD  
CHF  
CHF  
EUR  
EUR  
EUR  
2011 EURIBOR 6months +0.018%  
2011  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2013  
2013  
2013  
2013  
2013  
2013  
2013  
3.750%  
2.135%  
3.635%  
2.385%  
2.385%  
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%  
63  
63  
62  
69  
60  
61  
63  
63  
62  
69  
60  
61  
63  
64  
62  
69  
60  
61  
127  
62  
200  
100  
1,000  
127  
62  
200  
100  
1,000  
128  
63  
200  
100  
1,002  
214  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Bonds after  
Year of  
issue  
Fair value  
after  
hedging as of  
December 31,  
2010  
Fair value  
after  
hedging as of  
December 31,  
2009  
Fair value  
after  
hedging as of  
December 31,  
2008  
Currency  
Maturity  
Initial rate  
before  
fair value hedge  
hedging  
instruments  
(M)  
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  
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  
2010  
2010  
2010  
2010  
2010  
2010  
2010  
2010  
2010  
2010  
63  
149  
191  
61  
62  
61  
62  
56  
54  
236  
77  
131  
997  
150  
40  
103  
550  
684  
224  
99  
115  
225  
448  
69  
374  
102  
108  
53  
63  
149  
191  
61  
62  
61  
62  
56  
54  
236  
77  
131  
998  
150  
40  
96  
550  
684  
208  
99  
115  
225  
448  
69  
347  
-
63  
149  
194  
61  
62  
62  
62  
-
GBP  
JPY  
2013  
5.500%  
2013 EURIBOR 6 months +0.008%  
USD  
CHF  
CHF  
CHF  
CHF  
AUD  
AUD  
CHF  
USD  
CHF  
EUR  
EUR  
HKD  
AUD  
EUR  
USD  
USD  
CHF  
GBP  
GBP  
EUR  
HKD  
USD  
AUD  
CAD  
NZD  
USD  
USD  
USD  
AUD  
AUD  
AUD  
EUR  
2013  
2015  
2015  
2015  
2018  
2013  
2013  
2013  
2013  
2014  
2014  
2014  
2014  
2015  
2015  
2015  
2015  
2016  
2017  
2017  
2019  
2019  
2021  
2014  
2014  
2014  
2015  
2015  
2016  
2015  
2015  
2015  
2022  
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%  
4.180%  
4.250%  
5.750%  
2.500%  
4.750%  
2.875%  
3.000%  
2.300%  
6.000%  
6.000%  
6.000%  
3.125%  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
187  
935  
748  
68  
69  
64  
-
-
-
476  
(3,450)  
-
Current portion (less than one year)  
(1,937)  
(722)  
Total TOTAL CAPITAL  
15,143  
223  
15,615  
153  
13,093  
103  
Other consolidated subsidiaries  
Total bonds after fair value hedge  
15,491  
15,884  
13,380  
Registration Document 2010. TOTAL  
215  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Fixed rate bonds  
and bonds after  
cash flow hedge  
Year of  
issue  
Amount  
after  
hedging as of  
December 31,  
2010  
Amount  
after  
hedging as of  
December 31,  
2009  
Amount  
after  
hedging as of  
December 31,  
2008  
Currency  
Maturity  
Initial rate  
before  
hedging  
instruments  
(M)  
TOTAL CAPITAL(a)  
Bond  
Bond  
Bond  
Bond  
2005  
2009  
2009  
2010  
293  
691  
917  
935  
292  
602  
806  
-
287  
GBP  
EUR  
EUR  
USD  
2012  
2019  
2024  
2020  
4.625%  
4.875%  
5.125%  
4.450%  
-
-
-
Total fixed rate bonds and  
bonds after cash flow hedge  
2,836  
1,700  
287  
(
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.  
Loan repayment schedule (excluding current portion)  
As of December 31, 2010  
(M)  
Non-current of which hedging Hedging  
financial instruments of instruments of  
debt non-current non-current  
financial  
Non-current  
financial  
debt - net of  
hedging  
instruments  
%
financial debt  
(
liabilities)  
debt (assets)  
2
2
2
2
2
012  
013  
014  
015  
3,756  
4,017  
2,508  
3,706  
6,796  
34  
76  
1
2
65  
(401)  
(473)  
(290)  
(302)  
(404)  
3,355  
3,544  
2,218  
3,404  
6,392  
18%  
19%  
12%  
18%  
33%  
016 and beyond  
Total  
20,783  
178  
(1,870)  
18,913  
100%  
As of December 31, 2009  
(M)  
Non-current of which hedging Hedging  
financial instruments of instruments of  
debt non-current non-current  
financial  
Non-current  
financial  
debt - net of  
hedging  
instruments  
%
financial debt  
(
liabilities)  
debt (assets)  
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%  
As of December 31, 2008  
(M)  
Non-current of which hedging Hedging  
financial instruments of instruments of  
debt non-current non-current  
financial  
Non-current  
financial  
debt - net of  
hedging  
instruments  
%
financial debt  
(
liabilities)  
debt (assets)  
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%  
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)  
2010  
%
2009  
%
2008  
%
U.S. Dollar  
Euro  
Other currencies  
7,248  
11,417  
248  
39%  
60%  
1%  
3,962  
14,110  
340  
21%  
77%  
2%  
3,990  
10,685  
624  
26%  
70%  
4%  
Total  
18,913  
100%  
18,412  
100%  
15,299  
100%  
216  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
As of December 31,  
(M)  
2010  
%
2009  
%
2008  
%
Fixed rate  
Floating rate  
3,177  
15,736  
17%  
83%  
2,064  
16,348  
11%  
89%  
633  
14,666  
4%  
96%  
Total  
18,913  
100%  
18,412  
100%  
15,299  
100%  
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)  
(Assets)/Liabilities  
2010  
2009  
2008  
Current financial debt(a)  
Current portion of non-current financial debt  
5,867  
3,786  
4,761  
2,233  
5,586  
2,136  
Current borrowings (note 28)  
9,653  
6,994  
7,722  
Current portion of hedging instruments of debt (liabilities)  
Other current financial instruments (liabilities)  
12  
147  
97  
26  
12  
146  
Other current financial liabilities (note 28)  
159  
123  
158  
Current deposits beyond three months  
Current portion of hedging instruments of debt (assets)  
Other current financial instruments (assets)  
(869)  
(292)  
(44)  
(55)  
(197)  
(59)  
(1)  
(100)  
(86)  
Current financial assets (note 28)  
(1,205)  
8,607  
(311)  
(187)  
Current borrowings and related financial assets and liabilities, net  
6,806  
7,693  
(
a) As of December 31, 2010, the current financial debt includes a commercial paper program in Total Capital Canada Ltd. Total Capital Canada Ltd. is a wholly-owned direct subsidiary of  
TOTAL S.A. It acts as a financing vehicle for the activities of the Group in Canada. 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.  
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, 2010 is calculated after distribution of a dividend of 2.28 per share of which 1.14 per share  
was paid on November 17, 2010.  
The net-debt-to-equity ratio is calculated as follows:  
As of December 31,  
(M)  
(Assets)/Liabilities  
2010  
2009  
2008  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Non-current financial debt  
Hedging instruments on non-current financial debt  
Cash and cash equivalents  
9,653  
159  
(1,205)  
20,783  
(1,870)  
(14,489)  
6,994  
123  
(311)  
19,437  
(1,025)  
(11,662)  
7,722  
158  
(187)  
16,191  
(892)  
(12,321)  
Net financial debt  
13,031  
13,556  
10,671  
Shareholders’ equity - Group share  
Estimated dividend payable  
Minority interest  
60,414  
(2,553)  
857  
52,552  
(2,546)  
987  
48,992  
(2,540)  
958  
Total shareholders’ equity  
Net-debt-to-equity ratio  
58,718  
22.2%  
50,993  
26.6%  
47,410  
22.5%  
Registration Document 2010. TOTAL  
217  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
21) Other creditors and accrued liabilities  
As of December 31,  
(M)  
2010  
2009  
2008  
Accruals and deferred income  
Payable to States (including taxes and duties)  
Payroll  
184  
7,235  
996  
223  
6,024  
955  
151  
6,256  
928  
Other operating liabilities  
3,574  
4,706  
4,297  
Total  
11,989  
11,908  
11,632  
As of December 31, 2009, the heading “Other operating liabilities” mainly included 744 million related to Chesapeake acquisition  
see Note 3 to the Consolidated Financial Statements).  
(
22) 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, 2010  
(M)  
Operating leases  
Finance leases  
2
2
2
2
2
2
011  
012  
013  
014  
582  
422  
335  
274  
230  
39  
39  
39  
35  
35  
54  
015  
016 and beyond  
1,105  
Total minimum payments  
2,948  
241  
(43)  
198  
(23)  
175  
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, 2009  
(M)  
Operating leases  
Finance leases  
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  
218  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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  
Net rental expense incurred under operating leases for the year ended December 31, 2010 is 605 million (against 613 million in 2009 and  
426 million in 2008).  
23) Commitments and contingencies  
As of December 31, 2010  
Maturity and installments  
(M)  
Total  
Less than Between 1  
year and 5 years  
More than  
5 years  
1
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)  
18,738  
3,483  
198  
-
12,392  
-
6,346  
-
46  
4,868  
3,483  
23  
177  
129  
872  
Asset retirement obligations (note 19)  
5,917  
Contractual obligations recorded in the balance sheet  
28,336  
3,683  
13,393  
11,260  
Operating lease obligations (note 22)  
2,948  
582  
1,261  
1,105  
Purchase obligations  
61,293  
6,347  
14,427  
40,519  
Contractual obligations not recorded in the balance sheet  
Total of contractual obligations  
64,241  
92,577  
6,929  
15,688  
29,081  
41,624  
52,884  
10,612  
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  
1,753  
5,005  
37  
1,594  
1,333  
-
71  
493  
31  
19  
96  
88  
3,179  
6
171  
147  
5
3,020  
1,250  
2,057  
1,621  
1,247  
467  
1,303  
3
1,370  
-
Other operating commitments  
220  
Total of other commitments given  
13,293  
6,409  
930  
5,954  
Mortgages and liens received  
Other commitments received  
429  
6,387  
2
114  
679  
313  
1,830  
3,878  
Total of commitments received  
6,816  
3,880  
793  
2,143  
Registration Document 2010. TOTAL  
219  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2009  
Maturity and installments  
(M)  
Total  
Less than Between 1  
year and 5 years  
More than  
5 year  
1
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  
-
12,443  
-
5,709  
-
114  
4,262  
2,111  
22  
235  
146  
972  
Asset retirement obligations (note 19)  
5,469  
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  
As of December 31, 2008  
Maturity and installments  
(M)  
Total  
Less than Between 1  
year and 5 years  
More than  
5 year  
1
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  
-
13,064  
-
1,967  
-
126  
3,693  
2,025  
23  
154  
142  
653  
Asset retirement obligations (note 19)  
4,500  
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  
220  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
A) Contractual obligations  
Debt obligations  
by the guarantee, and no assets are held as collateral for these  
guarantees. As of December 31, 2010, the maturities of these  
guarantees are up to 2023.  
Non-current debt obligations” are included in the items  
Non-current financial debt” and “Hedging instruments of  
Guarantees given against borrowings include the guarantee given  
in 2008 by TOTAL S.A. in connection with the financing of the  
Yemen LNG project for an amount of 1,335 million. In turn,  
certain partners involved in this project have given commitments  
that could, in the case of Total S.A.’s guarantees being called  
for the maximum amount, reduce the Group’s exposure by up  
to 427 million, recorded under “Other commitments received”.  
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 175 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 23 million.  
In 2010, TOTAL S.A. provided guarantees in connection with  
the financing of the Jubail project (operated by SAUDI ARAMCO  
TOTAL Refining and Petrochemical Company (SATORP)) of up  
to 2,385 million, proportional to TOTAL’s share in the project  
The information regarding contractual obligations linked  
to indebtedness is presented in Note 20 to the Consolidated  
Financial Statements.  
(37.5%). In addition, TOTAL S.A. provided in 2010 a guarantee in  
favor of its partner in the Jubail project (Saudi Arabian Oil Company)  
with respect to Total Refining Saudi Arabia SAS’s obligations under  
the shareholders agreement with respect to SATORP. As of  
December 31, 2010, this guarantee is of up to 1,271 million  
and has been recorded under “Other operating commitments”.  
Lease contracts  
The information regarding operating and finance leases is  
presented in Note 22 to the Consolidated Financial Statements.  
Indemnities related to sales of businesses  
Asset retirement obligations  
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.  
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 19 to the Consolidated Financial Statements.  
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.  
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.  
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.  
Other guarantees given  
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.  
B) Other commitments given  
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.  
Guarantees given for excise taxes  
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.  
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  
Registration Document 2010. TOTAL  
221  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
24) 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)  
2010  
2009  
2008  
Balance sheet  
Receivables  
Debtors and other debtors  
Loans (excl. loans to equity affiliates)  
Payables  
432  
315  
293  
438  
244  
354  
Creditors and other creditors  
Debts  
497  
28  
386  
42  
136  
50  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
Statement of income  
Sales  
Purchases  
Financial expense  
Financial income  
3,194  
5,576  
69  
2,183  
2,958  
1
3,082  
4,061  
-
74  
68  
114  
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 Treasurer) 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)  
2010  
2009  
2008  
Number of people  
26  
27  
30  
Direct or indirect compensation  
Pension expenses(a)  
Other long-term benefits  
20.8  
12.2  
-
19.4  
10.6  
-
20.4  
11.9  
-
Termination benefits  
Share-based payments expense (IFRS 2)(b)  
-
-
-
10.0  
11.2  
16.6  
(
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 113.8 million provisioned as of December 31, 2010 (against 96.6 million as of December 31, 2009 and  
98.0 million as of December 31, 2008).  
(b) 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.  
The compensation allocated to members of the Board of Directors for directors’ fees totaled 0.96 million in 2010 (0.97 million in 2009  
and 0.83 million in 2008).  
222  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
25) Share-based payments  
A) TOTAL share subscription option plans  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Total  
Weighted  
average  
exercise  
price  
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 05/21/2010  
Grant Date(a)  
07/16/2003 07/20/2004 07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009 09/14/2010  
Exercise price until  
May 23, 2006 included(b)  
Exercise price  
33.30  
32.84  
39.85  
39.30  
49.73  
49.04  
-
-
-
-
-
-
-
-
-
since May 24, 2006(b)  
50.60  
60.10  
42.90  
39.90  
38.20  
Expiry date  
07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018  
Number of options(c)  
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  
Awarded  
Canceled  
Exercised  
-
(25,184)  
-
-
-
-
4,449,810  
(6,000)  
-
-
-
4,449,810  
(271,320)  
42.90  
44.88  
34.89  
(118,140)  
(311,919)  
(34,032)  
(17,702)  
(53,304)  
(6,700)  
(34,660)  
-
-
-
-
-
(841,846)  
(1,178,167)  
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  
Awarded  
Canceled  
Exercised  
-
(8,020)  
-
-
(6,264)  
-
-
(5,370)  
-
-
(13,780)  
-
-
(2,180)  
-
4,387,620  
(10,610)  
-
-
-
-
4,387,620  
(64,611)  
39.90  
45.04  
34.59  
(18,387)  
(681,699)  
(253,081)  
(934,780)  
Outstanding as of  
January 1, 2010  
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  
Awarded  
Canceled(d)  
-
(1,420)  
-
-
(6,584)  
-
-
(4,800)  
-
-
(5,220)  
-
-
(92,472)  
-
-
(4,040)  
(1,080)  
4,788,420 4,788,420  
38.20  
43.50  
33.60  
(15,660)  
(1,120)  
-
(131,316)  
Exercised  
(1,075,765)  
(141,202)  
(1,218,047)  
Outstanding as of  
December 31, 2010  
5,734,444 12,338,847  
6,178,856  
5,640,886  
5,866,445  
4,349,158  
4,371,890  
4,787,300 49,267,826  
43.80  
(
(
a) The grant date is the date of the Board meeting awarding the share subscription options, except for the grant of October 9, 2008, decided by the Board on September 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 effective as of May 24, 2006.  
(c) The number of options awarded, outstanding, canceled 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.  
(d) Out of 92,472 options awarded under the 2008 plan that were canceled, 88,532 options were canceled due to the performance condition.  
The acquisition rate applicable to the subscription options that were subject to the performance condition of the 2008 plan was 60%.  
Options are exercisable, subject to a continued employment  
condition, after a 2-year 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 four years  
from the date of grant. For the 2007, 2008, 2009 and 2010 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 from  
the date of the grant.  
– For each grantee of more than 3,000 options and less or equal  
to 50,000 options (other than the Chairman and Chief  
Executive Officer):  
-
-
the first 3,000 options and two-thirds above the first  
,000 options will be finally granted to their beneficiary;  
the outstanding options, that is one-third of the options  
above the first 3,000 options, will be finally granted provided  
that the performance condition described below is fulfilled.  
3
For each grantee of more than 50,000 options, other than  
the Chairman and Chief Executive Officer:  
The continued employment condition states that the termination  
of the employment contract will result in the employee losing  
the right to exercise the options.  
- the first 3,000 options, two-thirds of the options above the first  
3
,000 options and below the first 50,000 options, and one-third  
For the 2010 plan, the Board of Directors decided that:  
of the options above the first 50,000 options, will be finally  
granted to their beneficiary;  
- the outstanding options, that is one-third of the options above  
the first 3,000 options and below the first 50,000 options and  
two-thirds of the options above the first 50,000 options, will be  
finally granted provided that the performance condition is fulfilled.  
For each grantee of up to 3,000 options, other than the  
Chairman and Chief Executive Officer, the options will be finally  
granted to their beneficiary.  
Registration Document 2010. TOTAL  
223  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
The performance condition states that the number of options finally  
granted is based on the average of the Return On Equity (ROE) of  
the Group. The average ROE is calculated by the Group based on  
TOTAL’s consolidated balance sheet and statement of income for  
fiscal years 2010 and 2011.The acquisition rate:  
basis between 0% and 100% if the average ROE is more than  
7% and less than 18%; and is equal to 100% if the average ROE  
is more than or equal to 18%.  
For 50% of the share subscription options granted, the  
performance condition states that the number of options finally  
granted is based on 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  
is equal to zero if the average ROE is less than or equal to 7%;  
varies on straight-line basis between 0% and 100% if the  
average ROE is more than 7% and less than 18%; and  
is equal to 100% if the average ROE is more than or equal to 18%.  
In addition, as part of the 2010 plan, the Board of Directors decided  
that the number of share subscription options finally awarded to the  
Chairman and Chief Executive Officer will be subject to two  
performance conditions:  
100% if the average ROACE is more than or equal to 15%.  
For the 2008 plan, the Board of Directors decided that for each  
beneficiary of more than 25,000 options, one third of the options  
in excess of this number will be finally granted subject to a  
performance condition. 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:  
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. The average  
ROE is calculated by the Group based on TOTAL’s consolidated  
balance sheet and statement of income for fiscal years 2010 and  
2011. 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
1
% and 100% if the average ROE is more than 7% and less than  
8%; and is equal to 100% if the average ROE is more than or  
– is equal to zero if the ROE is less than or equal to 10%;  
varies on a straight-line basis between 0% and 80% if the ROE  
is more than 10% and less than 18%;  
equal to 18%.  
For 50% of the share subscription options granted, the  
varies on a straight-line basis between 80% and 100% if the  
ROE is more than or equal to 18% and less than 30%; and  
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 by the Group based on TOTAL’s consolidated balance  
sheet and statement of income for fiscal years 2010 and 2011.  
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  
– is equal to 100% if the ROE is more than or equal to 30%.  
Due to the application of the performance condition, the acquisition  
rate was 60% for the 2008 plan.  
As a consequence, 88,532 options were canceled.  
15%, and is equal to 100% if the average ROACE is more than  
or equal to 15%.  
For the 2009 plan, the Board of Directors decided that for each  
beneficiary, other than the Chief Executive Officer, 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 states that the final 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  
2
010. The acquisition rate:  
is equal to zero if the average ROE is less than or equal to 7%;  
varies on straight-line basis between 0% and 100% if the  
average ROE is more than 7% and less than 18%; and  
is equal to 100% if the average ROE is more than or equal to 18%.  
In addition, the Board of Directors decided that, for the Chief  
Executive Officer, the number of share subscription options finally  
granted will be subject to two performance conditions:  
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  
224  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
B) TOTAL share purchase option plans  
2
000 Plan(a)  
2001 Plan(b)  
2002 Plan(c)  
Total  
Weighted  
average  
exercise  
price  
Date of the shareholders’ meeting  
Grant date(d)  
05/21/1997 05/17/2001 05/17/2001  
07/11/2000 07/10/2001 07/09/2002  
Exercise price until May 23, 2006 included(e)  
Exercise price since May 24, 2006(e)  
Expiry date  
40.68  
40.11  
42.05  
41.47  
39.58  
39.03  
-
-
-
-
07/11/2008 07/10/2009 07/09/2010  
Number of options(f)  
Outstanding as of January 1, 2008  
3,142,188  
5,150,258  
7,063,183 15,355,629  
40.07  
Awarded  
Canceled  
Exercised  
-
-
-
-
-
40.09  
40.10  
(480,475)  
(2,661,713)  
(3,652)  
(455,180)  
(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  
Awarded  
Canceled  
Exercised  
-
-
-
-
(4,650,446)  
(40,980)  
-
-
-
41.47  
39.21  
(7,920) (4,658,366)  
(507,676)  
(548,656)  
5,935,261  
-
Outstanding as of January 1, 2010  
-
-
5,935,261  
39.03  
Awarded  
Canceled(g)  
Exercised  
-
-
-
-
-
-
-
-
39.03  
39.03  
(4,671,989) (4,671,989)  
(1,263,272) (1,263,272)  
Outstanding as of December 31, 2010  
-
-
-
-
-
(
(
(
a) 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 grant. This plan expired on July 11, 2008.  
b) 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 grant. This plan expired on July 10, 2009.  
c) Options were exercisable, subject to a continued employment condition, after a 2-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 grant. This plan expired on July 9, 2010.  
d) The grant date is the date of the Board meeting awarding the options.  
(
(
e) 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 effective as of May 24, 2006.  
(
f) The number of options awarded, outstanding, canceled 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.  
(g) Out of the 4,671,989 options canceled in 2010, 4,671,145 options that were not exercised expired due to the expiry of the 2002 purchase option plan on July 9, 2010.  
C) Exchange guarantee granted to the holders  
of Elf Aquitaine share subscription options  
exchange undertaking, approved on March 14, 2006 to adjust the  
exchange ratio described above (see pages 24 and 25 of the  
“Prospectus for the purpose of listing Arkema shares on Euronext  
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  
Paris in connection with the allocation of Arkema shares to  
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.  
(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).  
This exchange guarantee expired on September 12, 2009, due  
to the expiry of the Elf Aquitaine share subscription option plan  
No. 2 of 1999. Subsequently, no Elf Aquitaine shares are covered  
by the exchange guarantee.  
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  
Registration Document 2010. TOTAL  
225  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
D) TOTAL restricted share grants  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Total  
Date of the shareholders’ meeting  
Grant date(a)  
05/17/2005 05/17/2005 05/17/2005 05/16/2008 05/16/2008 05/16/2008  
07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009 09/14/2010  
Final grant date  
(
end of the vesting period)  
07/20/2007 07/19/2008 07/18/2009 10/10/2010 09/16/2011 09/15/2012  
07/20/2009 07/19/2010 07/18/2011 10/10/2012 09/16/2013 09/15/2014  
Transfer possible from  
Number of restricted shares  
Outstanding as of January 1, 2008  
-
2,263,956  
2,363,057  
-
-
-
4,627,013  
Awarded  
Canceled  
Finally granted(b)(c)  
-
-
-
2,791,968  
(19,220)  
-
-
-
-
-
-
-
2,791,968  
(89,706)  
(2,223,310)  
2,840  
(2,840) (2,220,134)  
(43,822)  
(29,504)  
(336)  
Outstanding as of January 1, 2009  
-
-
2,333,217  
2,772,748  
-
-
5,105,965  
Awarded  
Canceled  
Finally granted(b)(c)  
-
-
-
-
(9,672)  
(600)  
2,972,018  
(5,982)  
-
-
-
-
2,972,018  
(23,222)  
(2,326,249)  
1,928  
(1,928)  
2,922  
(2,922) (2,320,799)  
(12,418)  
Outstanding as of January 1, 2010  
-
-
-
2,762,476  
2,966,036  
-
5,728,512  
Awarded  
-
1,024  
(1,024)  
-
-
-
-
(9,796)  
(1,904)  
3,010,011 3,010,011  
(8,738) (1,127,386)  
(636) (1,656,164)  
Canceled(d)  
3,034  
(3,034)  
552 (1,113,462)  
(552) (1,649,014)  
Finally granted(b)(c)  
Outstanding as of December 31, 2010  
-
-
-
-
2,954,336  
3,000,637  
5,954,973  
(
a) The grant date is the date of the Board of Directors meeting that awarded the shares, except for the shares awarded by the Board of Directors at their meeting of September 9, 2008,  
and granted on October 9, 2008.  
(b) Restricted shares finally granted following the death of their beneficiaries (2007 plan for fiscal year 2008, 2008 plan for fiscal year 2009, 2009 plan for fiscal year 2010).  
(c) Including restricted shares finally granted for which the entitlement right had been canceled erroneously.  
(d) Out of the 1,113,462 canceled rights to the grant share under the 2008 plan, 1,094,914 entitlement rights were canceled due to the performance condition. The acquisition rate  
for the 2008 plan was 60%.  
The restricted shares, which are 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. The final grant is subject  
to a continued employment condition and a performance condition.  
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.  
and 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 greater than 7% and less than 18%; and  
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.  
– is equal to 100% if the average ROE is greater than or equal  
to 18%.  
For the 2008 plan, the Board of Directors decided 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 based on the consolidated  
accounts published by TOTAL for the fiscal year preceding the final  
grant. This acquisition rate:  
For the 2010 plan, the Board of Directors decided 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 calculated  
by the Group based on TOTAL’s consolidated balance sheet and  
statement of income for fiscal years 2010 and 2011.  
The acquisition rate:  
is equal to zero if the ROE is less than or equal to 10%;  
is equal to zero if the average ROE is less than or equal to 7%;  
varies on a straight-line basis between 0% and 80% if the ROE  
is greater than 10% and less than 18%;  
varies on a straight-line basis between 0% and 100% if the  
average ROE is greater than 7% and less than 18%; and  
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  
is equal to 100% if the average ROE is greater than or equal  
to 18%.  
is equal to 100% if the ROE is greater than or equal to 30%.  
For the 2009 plan, the Board of Directors decided 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 states that the number of shares finally  
granted is based on the average ROE as published by the Group  
Due to the application of the performance condition, the acquisition  
rate was 60% for the 2008 plan.  
As a consequence, entitlement rights to 1,094,914 shares were  
canceled.  
226  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
E) Global free TOTAL share plan  
condition. 1,508,850 shares were awarded to employees from  
countries with a 2+2 scheme (2-year vesting period followed by  
The Board of Directors approved at its meeting on May 21, 2010  
the implementation and conditions of a global free share plan  
intended for the Group employees, that is more than 100,000  
employees in 124 countries. On June 30, 2010, entitlement rights  
to 25 free shares were granted to every employee. The final grant is  
subject to a continued employment condition during the plan’s  
vesting period. The shares are not subject to any performance  
2-year of mandatory holding period) and 1,070 650 shares were  
awarded to employees in countries with a 4+0 scheme (4-year  
vesting period and no mandatory holding period), representing a  
total of 2,579,500 shares. Following the vesting period, the shares  
awarded will be new shares.  
2
010 Plan  
2010 Plan  
(4+0)  
Total  
(2+2)  
Date of the shareholders’ meeting  
Grant date(a)  
Final grant date (end of the vesting period)  
Transfer possible from  
05/16/2008 05/16/2008  
06/30/2010 06/30/2010  
07/01/2012 07/01/2014  
07/01/2014 07/01/2014  
-
-
-
-
Number of free shares  
Outstanding as of January 1, 2008  
-
-
-
Awarded  
Canceled  
Finally granted  
-
-
-
-
-
-
-
-
-
Outstanding as of January 1, 2009  
-
-
-
Awarded  
Canceled  
Finally granted  
-
-
-
-
-
-
-
-
-
Outstanding as of January 1, 2010  
-
-
-
Awarded  
Canceled  
Finally granted(b)  
1,508,850  
(125)  
1,070,650 2,579,500  
(75)  
-
(200)  
(75)  
(75)  
Outstanding as of December 31, 2010  
1,508,650  
1,070,575  
2,579,225  
(
(
a) The June 30, 2010, grant was decided by the Board of Directors on May 21, 2010.  
b) Final grant following the death or disability of the beneficiary of the shares.  
F) Share-based payment expense  
Share-based payment expense before tax for the year 2008  
amounted to 154 million and can be broken down as follows:  
Share-based payment expense before tax for the year 2010  
amounts to 140 million and can be broken down as follows:  
 61 million for TOTAL share subscription plans;  
 105 million for TOTAL restricted shares plans; and  
31 million for TOTAL share subscription plans; and  
109 million for TOTAL restricted shares plans.  
 (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).  
Share-based payment expense before tax for the year 2009  
amounts to 106 million and can be broken down as follows:  
38 million for TOTAL share subscription plans; and  
68 million for TOTAL restricted shares plans.  
Registration Document 2010. TOTAL  
227  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
The fair value of the options granted in 2010, 2009 and 2008 has been measured according to the Black-Scholes method and based on  
the following assumptions:  
For the year ended December 31,  
2010  
2009  
2008  
Risk free interest rate (%)(a)  
Expected dividends (%)(b)  
Expected volatility (%)(c)  
2.1  
5.9  
25.0  
2
2.9  
4.8  
31.0  
2
4.3  
8.4  
32.7  
2
Vesting period (years)  
Exercise period (years)  
8
8
8
Fair value of the granted options ( per option)  
5.8  
8.4  
5.0  
(
(
(
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.  
At the shareholders’ meeting held on May 21, 2010, the  
shareholders’ meeting held on May 21, 2010 for issuing new  
ordinary shares or other securities granting immediate or future  
access to the Company’s share capital with preferential  
subscription rights (2.5 billion in nominal value).  
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  
Pursuant to this delegation of authorization, the Board of Directors,  
during its October 28, 2010 meeting, implemented a capital  
increase reserved for employees within the limit of 12 million shares,  
with dividend rights as of the January 1, 2010 and delegated all  
power to the Chairman and CEO to determine the opening and  
closing of subscription period and the subscription price.  
26) Payroll and staff  
For the year ended December 31,  
2010  
2009  
2008  
Personnel expenses (M)  
Wages and salaries (including social charges)  
6,246  
6,177  
6,014  
Group employees  
France  
Management  
Other  
10,852  
24,317  
10,906  
25,501  
10,688  
26,413  
International  
Management  
Other  
15,146  
42,540  
15,243  
44,737  
14,709  
45,149  
Total  
92,855  
96,387  
96,959  
The number of employees includes only employees of fully consolidated subsidiaries.  
The decrease in the number of employees between December 31, 2009 and December 31, 2010 is mainly explained by the sale of  
the consumer specialty chemicals business Mapa Spontex (see Note 3 to the Consolidated Financial Statements).  
228  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
27) 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)  
2010  
2009  
2008  
Interests paid  
(470)  
132  
(6,990)  
1,722  
(678)  
148  
(6,202)  
1,456  
(958)  
505  
(10,631)  
1,590  
Interests received  
Income tax paid  
Dividends received  
Changes in working capital are detailed as follows:  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
Inventories  
(1,896)  
(2,712)  
911  
2,482  
719  
(4,217)  
(344)  
1,505  
571  
4,020  
3,222  
(982)  
(3,056)  
(633)  
Accounts receivable  
Other current assets  
Accounts payable  
Other creditors and accrued liabilities  
(831)  
Net amount  
(496)  
(3,316)  
2,571  
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)  
2010  
2009  
2008  
Issuance of non-current debt  
Repayment of non-current debt  
3,995  
(206)  
6,309  
(787)  
5,513  
(2,504)  
Net amount  
3,789  
5,522  
3,009  
C) Cash and cash equivalents  
Cash and cash equivalents are detailed as follows:  
For the year ended December 31,  
(M)  
2010  
2009  
2008  
Cash  
Cash equivalents  
4,679  
9,810  
2,448  
9,214  
1,836  
10,485  
Total  
14,489  
11,662  
12,321  
Cash equivalents are mainly composed of deposits less than three months deposited in government institutions or deposit banks selected  
in accordance with strict criteria.  
Registration Document 2010. TOTAL  
229  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
28) 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:  
As of December 31, 2010  
M)  
Financial instruments related to financing and trading activities  
Other  
financial  
instruments  
Total  
Fair  
value  
(
Amortized cost  
Fair value  
Available  
for sale(  
Held  
for  
trading  
Financial  
Hedging Cash flow  
Net  
a)  
(b)  
debt  
of  
financial  
debt  
hedge investment  
hedge  
Assets/(Liabilities)  
and other  
Equity affiliates: loans  
2,383  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,383  
2,383  
4,590  
Other investments  
4,590  
4,590  
Hedging instruments  
of non-current financial debt  
Other non-current assets  
Accounts receivable, net  
Other operating receivables  
Current financial assets  
Cash and cash equivalents  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,814  
56  
-
-
-
-
-
1,870  
1,596  
1,870  
1,596  
1,596  
-
-
-
-
-
-
-
-
18,159  
3,908  
-
18,159  
4,407  
18,159  
4,407  
499  
38  
-
-
-
869  
-
292  
-
-
6
-
1,205  
1,205  
-
14,489  
14,489  
14,489  
Total financial assets  
Total non-financial assets  
Total assets  
4,848  
4,590  
537  
-
-
-
2,106  
56  
6
36,556  
48,699  
95,019  
48,699  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
143,718  
Non-current financial debt  
Accounts payable  
(3,186)  
-
-
-
-
-
-
-
(17,419)  
(178)  
-
-
-
-
-
-
-
(20,783)  
(18,450)  
(3,574)  
(9,653)  
(159)  
(21,172)  
(18,450)  
(3,574)  
(9,653)  
(159)  
-
-
-
-
-
-
-
-
(18,450)  
Other operating liabilities  
Current borrowings  
-
(5,916)  
-
(559)  
-
-
(3,737)  
-
(3,015)  
-
-
-
Other current financial liabilities  
(147)  
(12)  
Total financial liabilities  
(9,102)  
-
-
-
(706)  
(21,156)  
(190)  
-
-
(21,465)  
(52,619)  
(91,099)  
(53,008)  
Total non-financial liabilities  
Total liabilities  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(143,718)  
(
(
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).  
230  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
As of December 31, 2009  
M)  
Financial instruments related to financing and trading activities  
Fair value  
Other  
financial  
instruments  
Total  
Fair  
value  
(
Amortized cost  
Available  
for sale(  
Held  
for  
trading  
Financial  
Hedging  
of  
financial  
debt  
Cash  
Net  
flow investment  
hedge  
a)  
(b)  
debt  
hedge  
Assets/(Liabilities)  
and other  
Equity affiliates: loans  
2,367  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,367  
2,367  
1,162  
Other investments  
1,162  
1,162  
Hedging instruments  
of non-current financial debt  
Other non-current assets  
Accounts receivable, net  
Other operating receivables  
Current financial assets  
Cash and cash equivalents  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
889  
136  
-
-
-
-
1,025  
1,284  
15,719  
5,145  
311  
1,025  
1,284  
15,719  
5,145  
311  
1,284  
-
-
-
-
-
-
-
-
-
-
1,029  
53  
-
-
-
15,719  
4,116  
-
-
55  
-
197  
-
6
-
-
11,662  
11,662  
11,662  
Total financial assets  
Total non-financial assets  
Total assets  
3,706  
1,162  
1,082  
-
-
-
1,086  
136  
6
-
31,497  
38,675  
89,078  
38,675  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
127,753  
Non-current financial debt  
Accounts payable  
(2,089)  
-
-
-
-
-
-
-
(17,107)  
(241)  
-
-
-
-
-
-
-
-
(19,437)  
(15,383)  
(4,706)  
(6,994)  
(123)  
(19,905)  
(15,383)  
(4,706)  
(6,994)  
(123)  
-
-
-
-
-
(15,383)  
Other operating liabilities  
Current borrowings  
(923)  
-
-
(2,145)  
-
-
(3,783)  
(4,849)  
-
-
-
-
Other current financial liabilities  
Total financial liabilities  
Total non-financial liabilities  
Total liabilities  
-
(25)  
(97)  
(1)  
(6,938)  
-
-
-
(948)  
(19,252)  
(338)  
-
-
-
(1)  
-
(19,166)  
(46,643)  
(81,110)  
(47,111)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(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).  
Registration Document 2010. TOTAL  
231  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2008  
M)  
Financial instruments related to financing and trading activities  
Other  
financial  
instruments  
Total  
Fair  
value  
(
Amortized cost  
Fair value  
Available  
for sale(  
Held  
for  
trading  
Financial  
Hedging  
of  
financial  
debt  
Cash  
Net  
flow investment  
hedge  
a)  
(b)  
debt  
hedge  
Assets/(Liabilities)  
and other  
Equity affiliates: loans  
2,005  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,005  
2,005  
1,165  
Other investments  
1,165  
1,165  
Hedging instruments  
of non-current financial debt  
Other non-current assets  
Accounts receivable, net  
Other operating receivables  
Current financial assets  
Cash and cash equivalents  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
892  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
892  
1,403  
15,287  
6,208  
187  
892  
1,403  
15,287  
6,208  
187  
1,403  
-
-
-
-
-
1,664  
86  
-
-
15,287  
4,544  
-
1
-
100  
-
-
12,321  
12,321  
12,321  
Total financial assets  
Total non-financial assets  
Total assets  
3,409  
1,165  
1,750  
-
992  
-
-
-
-
32,152  
39,468  
78,842  
39,468  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
118,310  
Non-current financial debt  
Accounts payable  
(701)  
-
-
-
-
-
-
(15,050)  
(440)  
-
-
-
-
-
-
-
(16,191)  
(14,815)  
(4,297)  
(7,722)  
(158)  
(16,191)  
(14,815)  
(4,297)  
(7,722)  
(158)  
-
-
-
(1,033)  
-
-
-
-
-
-
-
-
(14,815)  
Other operating liabilities  
Current borrowings  
-
(2,001)  
-
(3,264)  
(5,721)  
-
-
-
Other current financial liabilities  
Total financial liabilities  
Total non-financial liabilities  
Total liabilities  
-
(146)  
(12)  
(6,422)  
-
-
-
(1,179)  
(17,051)  
(452)  
-
-
-
-
(18,079)  
(43,183)  
(75,127)  
(43,183)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(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).  
29) 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)  
2010  
2009  
2008  
Assets available for sale (investments):  
dividend income on non-consolidated subsidiaries  
gains (losses) on disposal of assets  
other  
255  
60  
(17)  
90  
210  
6
(18)  
41  
238  
15  
(15)  
100  
Loans and receivables  
Impact on net operating income  
388  
239  
338  
The impact in the statement of income mainly includes:  
dividends and gains or losses on disposal of other investments classified as “Other investments”;  
financial gains and depreciation on loans related to equity affiliates, non-consolidated companies and on receivables reported in “Loans  
and receivables”.  
232  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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)  
2010  
2009  
2008  
Loans and receivables  
133  
(469)  
4
158  
(563)  
33  
547  
(996)  
(4)  
Financing liabilities and associated hedging instruments  
Fair value hedge (ineffective portion)  
Assets and liabilities held for trading  
(2)  
(26)  
(74)  
Impact on the cost of net debt  
(334)  
(398)  
(527)  
The impact on the statement of income mainly includes:  
– financial income, financial expense and fair value of derivative  
instruments used for cash management purposes classified as  
financial income on cash, cash equivalents, and current financial  
assets (notably current deposits beyond three months) classified  
as “Loans and receivables”;  
“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.  
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”;  
ineffective portion of bond hedging; and  
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)  
2010  
2009  
2008  
Revaluation at market value of bonds  
Swap hedging of bonds  
(1,164)  
1,168  
(183)  
216  
(66)  
62  
Ineffective portion of the fair value hedge  
4
33  
(4)  
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  
Variations  
Disposals  
Asof  
(M)  
January 1,  
December 31,  
2010  
25  
(268)  
-
(243)  
2
2
009  
008  
124  
29  
(99)  
95  
-
-
25  
124  
As of December 31, 2010, the fair value of the open instruments amounts to 6 million compared to 5 million in 2009 and zero in 2008.  
Registration Document 2010. TOTAL  
233  
Appendix 1 – Consolidated Financial Statements  
9
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)  
2010  
2009  
2008  
Profit (Loss) recorded in equity during the period  
Recycled amount from equity to the income statement during the period  
(80)  
(115)  
128  
221  
-
-
As of December 31, 2010 and 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:  
As of December 31, 2010  
M)  
Fair value  
Notional value(a)  
(
Total  
2011  
2012  
2013  
2014  
2015  
2016  
and after  
Assets/(Liabilities)  
Fair value hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
(178)  
2,244  
-
-
-
-
-
-
-
-
-
-
-
-
1,814  
13,939  
Total swaps hedging  
fixed-rates bonds (assets and liabilities)  
1,636  
16,183  
-
2,967  
3,461  
2,421  
3,328  
4,006  
Swaps hedging  
fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
(12)  
292  
592  
-
-
-
-
-
-
-
-
-
-
-
-
2,815  
Total swaps hedging  
fixed-rates bonds (current portion) (assets and liabilities)  
280  
3,407  
3,407  
-
-
-
-
-
Cash flow hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
56  
1,957  
Total swaps hedging  
fixed-rates bonds (assets and liabilities)  
56  
1,957  
-
295  
-
-
-
1,662  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
-
381  
-
-
-
-
-
-
-
-
-
-
-
-
-
Total swaps hedging net investments  
6
381  
381  
-
-
-
-
-
Held for trading  
Other interest rate swaps (assets)  
Other interest rate swaps (liabilities)  
1
6,463  
-
-
-
-
-
-
-
-
-
-
-
-
(3)  
11,395  
Total other interest rate swaps (assets and liabilities)  
(2)  
17,858  
17,667  
8,102  
189  
-
-
2
-
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
37  
1,532  
6,757  
-
-
-
-
-
-
-
-
-
-
-
-
(144)  
Total currency swaps  
and forward exchange contracts (assets and liabilities)  
(107)  
8,289  
-
25  
49  
31  
82  
(a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
234  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
As of December 31, 2009  
M)  
Fair value  
Notional value(a)  
(
Total  
2010  
2011  
2012  
2013  
2014  
2015  
and after  
Assets/(Liabilities)  
Fair value hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
(241)  
889  
4,615  
-
-
-
-
-
-
-
-
-
-
-
-
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  
295  
1,542  
Total swaps hedging  
fixed-rates bonds (assets and liabilities)  
136  
1,837  
-
-
295  
-
-
1,542  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
701  
224  
-
-
-
-
-
-
-
-
-
-
-
-
(1)  
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  
4,017  
3,456  
-
-
-
-
-
-
-
-
-
-
-
-
(24)  
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.  
Registration Document 2010. TOTAL  
235  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2008  
M)  
Fair value  
Notional value(a)  
(
Total  
2009  
2010  
2011  
2012  
2013  
2014  
and after  
Assets/(Liabilities)  
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)  
-
2,853  
5,712  
-
-
-
-
-
-
-
-
-
-
-
-
(4)  
Total other interest rate swaps (assets and liabilities)  
(4)  
8,565  
8,559  
4
-
-
-
2
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
86  
5,458  
2,167  
-
-
-
-
-
-
-
-
-
-
-
-
(142)  
Total currency swaps  
and forward exchange contracts (assets and liabilities)  
(56)  
7,625  
6,595  
483  
114  
67  
76  
290  
(a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
D) Fair value hierarchy  
The fair value hierarchy for financial instruments excluding commodity contracts is as follows:  
As of December 31, 2010  
M)  
Quoted prices  
Prices based  
Prices based  
Total  
(
in active market on observable  
on non  
observable  
data  
for identical  
assets  
data  
(level 2)  
(level 1)  
(level 3)  
Fair value hedge instruments  
Cash flow hedge instruments  
Net investment hedge instruments  
Assets and liablities held for trading  
Assets available for sale  
-
-
-
-
1,916  
56  
6
(109)  
-
-
-
-
-
-
1,916  
56  
6
(109)  
3,631  
3,631  
Total  
3,631  
1,869  
-
5,500  
As of December 31, 2009  
(M)  
Quoted prices Prices based  
in active market on observable  
for identical data  
assets  
Prices based  
on non  
Total  
observable  
data  
(level 2)  
(level 1)  
(level 3)  
Fair value hedge instruments  
Cash flow hedge instruments  
Net investment hedge instruments  
Assets and liablities held for trading  
Assets available for sale  
-
-
-
748  
136  
5
28  
-
-
-
-
-
-
748  
136  
5
28  
232  
-
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.  
236  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
30) 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, 2010  
(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(a)  
(2)  
-
5
(2)  
-
5
Options  
Futures  
Options on futures  
51  
(12)  
(4)  
51  
(12)  
(4)  
Total crude oil, petroleum products and freight rates  
38  
38  
Gas & Power activities  
Swaps  
(1)  
(102)  
5
(1)  
(102)  
5
Forwards(a)  
Options  
Futures  
-
-
Total Gas & Power  
(98)  
(60)  
(98)  
(60)  
-
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) 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, 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(a)  
Options  
Futures  
(29)  
-
(9)  
21  
(17)  
6
(29)  
-
(9)  
21  
(17)  
6
Options on futures  
Total crude oil, petroleum products and freight rates  
(28)  
(28)  
Gas & Power activities  
Swaps  
52  
78  
4
52  
78  
4
Forwards(a)  
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) 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.  
Registration Document 2010. TOTAL  
237  
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(a)  
141  
8
(120)  
-
141  
8
(120)  
-
Options  
Futures  
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  
-
Forwards(a)  
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) 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.  
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,  
M)  
Fair value  
as of January 1,  
Impact on  
income  
Settled  
contracts  
Other Fair value as of  
December 31,  
(
Crude oil, petroleum products and freight rates activities  
010  
2
(28)  
1,556  
(1,488)  
(2)  
(1)  
38  
2009  
008  
39  
18  
1,713  
1,734  
(1,779)  
(1,715)  
(28)  
39  
2
2
Gas & Power activities  
2010  
134  
410  
(648)  
6
(98)  
2
2
009  
008  
592  
232  
327  
787  
(824)  
(310)  
39  
(117)  
134  
592  
The fair value hierarchy for financial instruments related to commodity contracts is as follows:  
As of December 31, 2010  
M)  
Quoted prices  
Prices based  
Prices based  
on non  
Total  
(
in active markets on observable  
for identical  
assets  
data  
(level 2)  
observable  
data  
(level 1)  
(level 3)  
Crude oil, petroleum products and freight rates activities  
Gas & Power activities  
(10)  
50  
48  
(148)  
-
-
38  
(98)  
Total  
40  
(100)  
-
(60)  
As of December 31, 2009  
(M)  
Quoted prices  
in active markets  
for identical  
Prices based  
observable  
data  
Prices based  
on non  
Total  
observable  
data  
assets  
(level 2)  
(level 1)  
(level 3)  
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.  
Registration Document 2010. TOTAL  
238  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
31) Market risks  
Oil and gas market related risks  
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.  
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.  
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, power and  
coal. 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 organised 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.  
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  
23.1  
Low  
3.4  
Average  
8.9  
Year end  
3.8  
2010  
2
2
009  
008  
18.8  
13.5  
5.8  
2.8  
10.2  
6.9  
7.6  
11.8  
As part of its gas, power and coal trading activity, the Group also  
uses derivative instruments such as futures, forwards, swaps and  
options in both organised 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  
13.9  
Low  
2.7  
Average  
6.8  
Year end  
10.0  
2010  
2
2
009  
008  
9.8  
16.3  
1.9  
1.3  
5.0  
5.0  
4.8  
1.4  
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.  
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.  
Registration Document 2010. TOTAL  
239  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Financial markets related risks  
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.  
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 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.  
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.  
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.  
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  
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 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.  
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.  
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).  
Sensitivity analysis on interest rate  
and foreign exchange risk  
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.  
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, 2010, 2009 and 2008.  
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  
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).  
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 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  
240  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Change in fair value  
due to a change  
in interest rate by:  
Assets/(Liabilities)  
(M)  
Carrying  
amount  
Estimated  
fair value  
+10 basis  
points  
-10 basis  
points  
As of December 31, 2010  
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  
(20,019)  
(178)  
1,870  
1,692  
(20,408)  
(178)  
1,870  
1,692  
86  
-
-
(84)  
-
-
(59)  
59  
(
excluding capital lease obligations)  
3,483  
(2)  
(101)  
3,483  
(2)  
(101)  
4
3
-
(4)  
(3)  
-
Other interest rates swaps  
Currency swaps and forward exchange contracts  
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  
(18,368)  
(241)  
1,025  
784  
(18,836)  
(241)  
1,025  
784  
75  
-
-
(75)  
-
-
(57)  
57  
(
excluding capital lease obligations)  
(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)  
(14,119)  
(440)  
892  
(14,119)  
(440)  
892  
47  
-
-
(43)  
-
-
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap  
452  
452  
(44)  
44  
(
excluding capital lease obligations)  
(2,025)  
(4)  
(2,025)  
(4)  
3
1
-
(3)  
(1)  
-
Other interest rates swaps  
Currency swaps and forward exchange contracts  
(56)  
(56)  
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)  
2010  
2009  
2008  
Cost of net debt  
(334)  
(398)  
(527)  
Interest rate translation of :  
+
-
+
-
10 basis points  
10 basis points  
100 basis points  
100 basis points  
(11)  
11  
(107)  
107  
(11)  
11  
(108)  
108  
(11)  
11  
(113)  
113  
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  
exchange rates  
Euro/Pound sterling  
exchange rates  
As of December 31, 2010  
1.34  
0.86  
As of December 31, 2009  
As of December 31, 2008  
1.44  
1.39  
0.89  
0.95  
Registration Document 2010. TOTAL  
241  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2010  
Total  
Euro  
Dollar  
Pound  
sterling  
Other currencies  
and  
equity affiliates(a)  
(M)  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
62,909  
32,894  
22,242  
4,997  
2,776  
before net investment hedge  
(2,501)  
6
-
-
(1,237)  
6
(1,274)  
-
10  
-
Net investment hedge - open instruments  
Shareholders’ equity at exchange rate  
as of December 31, 2010  
60,414  
32,894  
21,011  
3,723  
2,786  
As of December 31, 2009  
Total  
Euro  
Dollar  
Pound  
sterling  
Other currencies  
and  
(M)  
equity affiliates  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
57,621  
27,717  
18,671  
5,201  
6,032  
before net investment hedge  
(5,074)  
5
-
-
(3,027)  
6
(1,465)  
(1)  
(582)  
-
Net investment hedge - open instruments  
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  
Total  
Euro  
Dollar  
Pound  
sterling  
Other currencies  
and  
(M)  
equity affiliates  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
53,868  
25,084  
15,429  
5,587  
7,768  
before net investment hedge  
(4,876)  
-
-
-
(2,191)  
-
(1,769)  
-
(916)  
-
Net investment hedge - open instruments  
Shareholders’ equity at exchange rate  
as of December 31, 2008  
48,992  
25,084  
13,238  
3,818  
6,852  
(
a) The decrease in the heading “Other currencies and equity affiliates” is mainly explained by the change in the consolidation method of Sanofi-Aventis (see Note 3 to the Consolidated  
Financial Statements). The contribution to the shareholders’ equity of this investment is now reclassified into the heading for the Eurozone.  
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  
(nil result in 2010, loss of 32 million in 2009, gain of 112 million in 2008).  
Stock market risk  
Liquidity 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 stock market trends, valuations of the  
sectors in which the companies operate, and the economic and  
financial condition of each individual company.  
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.  
As of December 31, 2010, these lines of credit amounted to $9,592  
million, of which $9,581 million was 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,  
2010, the aggregate amount of the principal confirmed lines of credit  
granted by international banks to Group companies, including  
TOTAL S.A., was $10,395 million, of which $10,383 million was  
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.  
242  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2010, 2009 and 2008  
(see Note 20 to the Consolidated Financial Statements).  
As of December 31, 2010  
(
M)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
Assets/(Liabilities)  
Non-current financial debt  
(
notional value excluding interests)  
-
(9,653)  
(159)  
1,205  
14,489  
(3,355)  
(3,544)  
(2,218)  
(3,404)  
(6,392)  
(18,913)  
(9,653)  
(159)  
1,205  
14,489  
Current borrowings  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other current financial liabilities  
Current financial assets  
Cash and cash equivalents  
Net amount before financial expense  
5,882  
(3,355)  
(3,544)  
(2,218)  
(3,404)  
(6,392)  
(13,031)  
Financial expense  
on non-current financial debt  
Interest differential on swaps  
(843)  
461  
(729)  
334  
(605)  
153  
(450)  
33  
(358)  
2
(1,195)  
(78)  
(4,180)  
905  
Net amount  
5,500  
(3,750)  
(3,996)  
(2,635)  
(3,760)  
(7,665)  
(16,306)  
As of December 31, 2009  
(
M)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
Assets/(Liabilities)  
Non-current financial debt  
(
notional value excluding interests)  
-
(6,994)  
(123)  
311  
11,662  
(3,658)  
(3,277)  
(3,545)  
(2,109)  
(5,823)  
(18,412)  
(6,994)  
(123)  
311  
11,662  
Current borrowings  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other current financial liabilities  
Current financial assets  
Cash and cash equivalents  
Net amount before financial expense  
4,856  
(3,658)  
(3,277)  
(3,545)  
(2,109)  
(5,823)  
(13,556)  
Financial expense  
on non-current financial debt  
Interest differential on swaps  
(768)  
447  
(697)  
233  
(561)  
100  
(448)  
25  
(301)  
(16)  
(1,112)  
(55)  
(3,887)  
734  
Net amount  
4,535  
(4,122)  
(3,738)  
(3,968)  
(2,426)  
(6,990)  
(16,709)  
As of December 31, 2008  
(
M)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
Assets/(Liabilities)  
Non-current financial debt  
(
notional value excluding interests)  
-
(7,722)  
(158)  
187  
12,321  
(2,992)  
(3,658)  
(3,324)  
(3,232)  
(2,093)  
(15,299)  
(7,722)  
(158)  
187  
12,321  
Current borrowings  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other current financial liabilities  
Current financial assets  
Cash and cash equivalents  
Net amount before financial expense  
4,628  
(2,992)  
(3,658)  
(3,324)  
(3,232)  
(2,093)  
(10,671)  
Financial expense  
on non-current financial debt  
Interest differential on swaps  
(554)  
118  
(512)  
211  
(431)  
100  
(299)  
62  
(189)  
37  
(174)  
(7)  
(2,159)  
521  
Net amount  
4,192  
(3,293)  
(3,989)  
(3,561)  
(3,384)  
(2,274)  
(12,309)  
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”).  
Registration Document 2010. TOTAL  
243  
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, 2010, 2009 and 2008  
(see Note 28 to the Consolidated Financial Statements).  
As of December 31  
(M)  
Assets/(Liabilities)  
2010  
2009  
2008  
Accounts payable  
Other operating liabilities  
including financial instruments related to commodity contracts  
Accounts receivable, net  
Other operating receivables  
(18,450)  
(3,574)  
(559)  
18,159  
4,407  
499  
(15,383)  
(4,706)  
(923)  
15,719  
5,145  
(14,815)  
(4,297)  
(1,033)  
15,287  
6,208  
including financial instruments related to commodity contracts  
1,029  
1,664  
Total  
542  
775  
2,383  
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)  
2010  
2009  
2008  
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)  
2,383  
1,596  
1,870  
18,159  
4,407  
1,205  
14,489  
2,367  
1,284  
1,025  
15,719  
5,145  
311  
2,005  
1,403  
892  
15,287  
6,208  
187  
Cash and cash equivalents (note 27)  
11,662  
12,321  
Total  
44,109  
37,513  
38,303  
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.  
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.  
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, 2010, the net  
amount received as part of these margin calls was 1,560 million  
– Gas & Power  
The Gas & Power division deals with counterparties in the  
energy, industrial and financial sectors throughout the world.  
Financial institutions providing credit risk coverage are highly  
rated international bank and insurance groups.  
(against 693 million as of December 31, 2009).  
Credit risk is managed by the Group’s business segments as  
follows:  
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.  
Upstream Segment  
Exploration & Production  
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 authorisations.  
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.  
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.  
Credit exposure, which is essentially an economic exposure or  
an expected future physical exposure, is permanently monitored  
and subject to sensitivity measures.  
244  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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.  
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:  
Downstream Segment  
Refining & Marketing  
– implementation of credit limits with different authorization  
procedures for possible credit overruns;  
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.).  
– use of insurance policies or specific guarantees (letters of credit);  
regular monitoring and assessment of overdue accounts (aging  
balance), including collection procedures; and  
– provisioning of bad debts on a customer-by-customer basis,  
according to payment delays and local payment practices  
(provisions may also be calculated based on statistics).  
Each entity also implements monitoring of its outstanding  
receivables. Risks related to credit may be mitigated or limited  
by requiring security or guarantees.  
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.  
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.  
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.  
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.  
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 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.  
Registration Document 2010. TOTAL  
245  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
32) Other risks and contingent liabilities  
TOTAL is not currently aware of any exceptional event, dispute,  
risks or contingent liabilities that could have a material impact on  
the assets and liabilities, results, financial position or operations  
of the Group.  
The European Commission imposed these fines following  
investigations between 2000 and 2004 into commercial practices  
involving eight products sold by Arkema. Five of these  
investigations resulted in prosecutions from the European  
Commission for which Elf Aquitaine has been named as the  
parent company, and two of these investigations named TOTAL  
S.A. as the ultimate parent company of the Group.  
Antitrust investigations  
For the year ended 2010, the Group has not been fined pursuant  
to a Court ruling. The principal antitrust proceedings in which the  
Group is involved are described thereafter.  
TOTAL S.A. and Elf Aquitaine are contesting their liability based  
solely on their status as parent companies and appealed for  
cancellation and reformation of the rulings that are still pending  
before the relevant EU court of appeals or supreme court of appeals.  
Chemicals Segment  
As part of the spin-off of Arkema(1) in 2006, TOTAL S.A. or certain  
other Group companies agreed to grant Arkema guarantees for  
potential monetary consequences related to antitrust  
Besides, a civil proceeding against Arkema and five groups of  
companies was initiated before a German regional court by a  
third party for an alleged damage pursuant to one of the above  
described legal proceedings. TOTAL S.A. was summoned to  
serve notice of the dispute before this court. At this point, the  
probability to have a favorable verdict and the financial impacts of  
this procedure are uncertain due to the number of legal  
difficulties it gave rise to, the lack of documented claim and the  
complex evaluation of the alleged damage.  
proceedings arising from events prior to the spin-off.  
These guarantees cover, for a period of ten years, 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. The  
guarantee related to anti-competition violations in Europe applies  
to amounts above a 176.5 million threshold. 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.  
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 regarding events prior to the spin-  
off, as well as Elf Aquitaine and/or TOTAL S.A. based on their  
status as parent company.  
Within the framework of the legal proceedings described above,  
a 17 million reserve is booked in the Group’s consolidated  
financial statements as of December 31, 2010.  
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.  
Downstream segment  
Pursuant to a statement of objections received by Total  
Nederland N.V. and TOTAL S.A. (based on its status as parent  
company) from the European Commission, Total Nederland N.V.  
was fined in 2006 20.25 million, which has been paid, and for  
which TOTAL S.A. was held jointly liable for 13.5 million.  
TOTAL S.A. appealed this decision before the relevant court  
and this appeal is still pending.  
In the United States, investigations into certain commercial  
practices of some subsidiaries of the Arkema group have been  
closed since 2007; no charges have been brought against Arkema.  
Civil liability lawsuits, for which TOTAL S.A. has been named as the  
parent company, are about to be closed and are not expected to  
have a significant impact on the Group’s financial position.  
In addition, pursuant to a statement of objections received by  
Total Raffinage Marketing (formerly Total France) and TOTAL S.A.  
from the European Commission regarding another product line of  
the Refining & Marketing division, Total Raffinage Marketing was  
fined 128.2 million in 2008, which has been paid, and for which  
TOTAL S.A. was held jointly liable based on its status as parent  
company. TOTAL S.A. also appealed this decision before the  
relevant court and this appeal is still pending.  
In Europe, since 2006, the European Commission has fined  
companies of the Group in its configuration prior to the spin-off  
an overall amount of 385.47 million, of which Elf Aquitaine  
and/or TOTAL S.A. and their subsidiaries were held jointly liable  
for 280.17 million, Elf Aquitaine being personally fined 23.6  
million for deterrence. These fines are entirely settled as of today.  
Finally, TotalGaz and Total Raffinage Marketing received a  
statement of objections from the French Antitrust Authority  
(Autorité de la concurrence française) regarding alleged antitrust  
practices concerning another product line of the Refining &  
Marketing division. The case was dismissed by decision of the  
French antitrust authorities on December 17, 2010.  
(2)  
As a result , since the spin-off, the Group has paid the overall  
amount of 188.07 million, corresponding to 90% of the fines  
overall amount once the threshold provided for by the guarantee  
is deducted.  
(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.  
(
2) This amount does not take into account a case that led to Arkema, prior to Arkema’s spin-off from TOTAL, and Elf Aquitaine being fined jointly 45 million and Arkema being fined  
13.5 million. This case is referred to in past Registration Documents.  
246  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Given the discretionary powers granted to the antitrust authorities  
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.  
classification firm, the Erika’s owner and the Erika’s manager.  
TOTAL has appealed the verdict of January 16, 2008. In the  
meantime, it nevertheless proposed to pay third parties who so  
requested definitive compensation as determined by the court.  
Forty-one third parties have been compensated for an aggregate  
amount of 171.5 million.  
By a decision dated March 30, 2010, the Court of Appeal of Paris  
upheld the lower court verdict pursuant to which TOTAL S.A. was  
convicted of marine pollution and fined 375,000. TOTAL appealed  
this decision to the French Supreme Court (Cour de cassation).  
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 was operated by Hertfordshire Oil Storage  
Limited (HOSL), a company in which TOTAL’s UK subsidiary holds  
However, the Court of Appeal ruled that TOTAL S.A. bears no civil  
liability according to the applicable international conventions and  
consequently ruled that TOTAL S.A. be not convicted.  
6
0% and another oil group holds 40%.  
TOTAL S.A. believes that, based on the information currently  
available, the case should not have a significant impact on the  
Group’s financial situation or consolidated results.  
The explosion caused injuries, most of which were 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 had 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 trial took place in January 2010. The Court of Appeals,  
by a decision handed down on March 4, 2010, confirmed the prior  
judgment. The Supreme Court of United Kingdom has partially  
authorized TOTAL’s UK subsidiary to contest the decision. The  
hearings before the Supreme Court are expected to be held during  
the first half of 2011.  
Blue Rapid and the Russian Olympic Committee -  
Russian regions and Interneft  
Blue Rapid, a Panamanian company, and the Russian Olympic  
Committee filed a claim for damages with the Paris Commercial  
Court against Elf Aquitaine concerning the withdrawal of one of its  
subsidiaries from an exploration and production project in Russia  
that was negotiated in the early 1990s. 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. The hearings should be held  
during the first half of 2011.  
In connection with the same facts, and fifteen years after the  
termination of this exploration and production project, a Russian  
company and two regions of the Russian Federation have launched  
an arbitration procedure against a former subsidiary of Elf Aquitaine  
that was liquidated in 2005, claiming damages of an unspecified  
amount at this stage of the procedure. The Group considers this  
claim to be unfounded. The Group has reserved its rights to take  
any actions and/or measures that would be appropriate to defend  
its interests.  
The Group carries insurance for damage to its interests in these  
facilities, business interruption and civil liability claims from third parties.  
The provision for the civil liability that appears in the Group’s  
consolidated financial statements as of December 31, 2010, stands at  
194 million after taking into account the payments previously made.  
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.  
Iran  
In addition, on December 1, 2008, the Health and Safety Executive  
(
HSE) and the Environment Agency (EA) issued a Notice of  
In 2003, the United States Securities and Exchange Commission  
(SEC) followed by the Department of Justice (DoJ) issued a  
formal order directing an investigation in connection with the  
pursuit of business in Iran, by certain oil companies including,  
among others, TOTAL.  
prosecution against five companies, including TOTAL’s UK  
subsidiary. By a judgment on July 16, 2010, TOTAL’s UK subsidiary  
was fined £3.6 million. The decision takes into account a number of  
elements that have mitigated the impact of the charges brought  
against it.  
The inquiry concerns an agreement concluded by the Company  
with a consultant concerning a gas field in Iran and aims to verify  
whether certain payments made under this agreement would have  
benefited Iranian officials in violation of the Foreign Corrupt  
Practices Act (FCPA) and the Company’s accounting obligations.  
Erika  
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, and ordering TOTAL S.A. to pay a fine  
of 375,000. The court also ordered compensation to be paid to  
those affected by the 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  
Investigations are still pending and the Company is cooperating  
with the SEC and the DoJ. In 2010, the Company opened talks  
with U.S. authorities, without any acknowledgement of facts, to  
consider an out-of-court settlement. Generally, out-of-court  
settlements with U.S. authorities include payment of fines  
and the obligation to improve internal compliance systems  
or other measures.  
Registration Document 2010. TOTAL  
247  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
In this same case, a judicial inquiry related to TOTAL was initiated  
in France in 2006. 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 Company has not been  
notified of any significant developments in the proceedings since  
the formal investigation was launched.  
At this point, the Company cannot determine when these  
investigations will terminate, and cannot predict their results,  
or the outcome of the talks that have been initiated, or the costs  
of a potential out-of-court settlement. Resolving this case is not  
expected to have a significant impact on the Group’s financial  
situation or any impact on its future planned operations.  
33) Other information  
A) Research and development costs  
B) Carbon dioxide emission rights  
Research and development costs incurred by the Group in 2010  
amounted to 715 million (650 million in 2009 and 612 million  
in 2008), corresponding to 0.4% of the sales.  
The principles governing the accounting for emission rights are  
presented in Note 1 paragraph T to the Consolidated Financial  
Statements.  
The staff dedicated in 2010 to these research and development  
activities are estimated at 4,087 people (4,016 in 2009 and 4,285  
in 2008).  
As of December 31, 2010, given the emission rights granted in the  
National Allocations Plans (NAPs), the position of the Group’s  
industrial facilities that are covered by the European Union Emissions  
Trading System (EU ETS) is getting longer. This long position is  
expected to be confirmed at the end of the 2008-2012 period.  
34) Changes in progress in the Group structure  
Upstream  
the alliance, the companies will pool their combined interests in  
these projects, with the respective operator holding 51% and the  
other partner 49%.  
TOTAL finalized in November 2010 an agreement in principle  
with Perenco, an independent exploration and production French  
company, to sell its 75.8% equity in its upstream Cameroonian  
affiliate Total E&P Cameroun. This agreement is subject to the  
Cameroonian Authorities’ approval.  
The agreements comprise four significant and related  
transactions:  
-
TOTAL is acquiring 19.2% of Suncor’s interest in the Fort Hills  
project. Taking into account the acquisition of UTS, finalized in  
September 2010, TOTAL will have an overall 39.2% interest in  
Fort Hills. Suncor, as operator, will hold 40.8%;  
As of December 31, 2010, assets and liabilities of the affiliate  
Total E&P Cameroun have been classified respectively as “Assets  
classified as held for sale” on the face of the Consolidated  
Balance Sheet for 183 million and as “Liabilities directly  
associated with the assets classified as held for sale” on the face  
of the Consolidated Balance Sheet for 137 million. The  
concerned assets and liabilities mainly include tangible assets  
for 109 million and provisions and other non-current liabilities  
for 74 million.  
- Suncor is acquiring 36.75% of TOTAL’s interest in the Joslyn  
project. TOTAL, as operator, will retain a 38.25% interest in the  
project;  
- TOTAL is also acquiring a 49% stake in the Suncor-operated  
Voyageur upgrader project;  
- as a result of the terms of these transactions and the related  
net balancing of the portfolio, in particular to contribute to the  
In addition to the agreement signed during September 2010 (see  
Note 3 to the Consolidated Financial Statements), TOTAL signed  
in December 2010 an agreement to acquire an additional 7.5%  
interest in Australia’s GLNG project from Santos for an amount of  
past costs of the Voyageur project, TOTAL will pay Suncor CAD  
st  
1
,751 million, with a value date of January 1 , 2011.  
The implementation of the agreements is subject to securing the  
necessary regulatory approvals from the Government of Canada  
and certain other approvals.  
$281 million. This will increase Total’s overall stake in the project  
to 27.5%.  
At the same time, South Korea’s Kogas has signed an  
agreement to join the project with a 15% stake. Once both  
transactions, which are subject to the approval of Australia’s  
Foreign Investment Review Board, have been finalized, interests  
in the project will be: Santos (30%, operator), Petronas (27.5%),  
TOTAL (27.5%) and Kogas (15%).  
As a result of the agreements, TOTAL will no longer proceed with  
the planned construction of an upgrader in Edmonton.  
As of December 31, 2010, the share of assets and liabilities of  
the Joslyn mining project covered by the agreements has been  
classified respectively as “Assets classified as held for sale” on  
the face of the Consolidated Balance Sheet for 622 million and  
as “Liabilities directly associated with the assets classified as held  
for sale” on the face of the Consolidated Balance Sheet for  
8 million. The concerned assets include mineral interests  
for 390 million and tangible assets for 232 million.  
Total E&P Canada Ltd., a TOTAL subsidiary, and Suncor  
Energy Inc. (Suncor) have signed in December 2010 several  
agreements to form a strategic oil sands alliance encompassing  
the Suncor-operated Fort Hills mining project, the TOTAL-  
operated Joslyn mining project and the Suncor-operated  
Voyageur upgrader project. All three assets are located in the  
Athabasca region of the province of Alberta, in Canada. Under  
248  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Chemicals  
TOTAL has announced in December 2010 a plan to sell its  
photocure and coatings resins businesses to Arkema for a  
550 million enterprise value. The divestment is subject to the  
applicable legally required consultation and notification processes  
for employee representatives at TOTAL and Arkema and to the  
approval of the anti-trust authorities in the countries concerned.  
It could take place in the first half of 2011.  
As of December 31, 2010, assets and liabilities of the photocure  
and coatings resins businesses have been classified respectively  
as “Assets classified as held for sale” on the face of the  
Consolidated Balance Sheet for 465 million and as “Liabilities  
directly associated with the assets classified as held for sale” on  
the face of the Consolidated Balance Sheet for 52 million.  
The concerned assets mainly include a goodwill for 63 million,  
tangible assets for 196 million and inventories for 138 million.  
Registration Document 2010. TOTAL  
249  
Appendix 1 – Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
35) Consolidation scope  
As of December 31, 2010, 687 entities are consolidated of which 596 are fully consolidated,  
and 91 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.  
Treasury shares  
TOTAL shares  
owned by Group  
subsidiaries: 4.8%  
&
TOTAL S.A.  
TOTAL subsidiaries  
(100%)  
TOTAL E&P Kazakhstan  
TOTAL E&P Nigeria S.A.S.  
Total Upstream Nigeria Ltd  
TOTAL Coal South Africa Ltd  
TOTAL Gasandes S.A.  
CDF Énergie  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(30.3%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
6
0.1%  
39.9%  
65.8%  
34.2%  
TOTAL RAFFINAGE MARKETING  
100%)  
TOTAL E&P HOLDINGS  
(100%)  
TOTAL Venezuela  
Petrocedeño  
(
TOTAL E&P USA, Inc.  
TOTAL E&P Canada Ltd  
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 E&P Côte d’Ivoire  
TOTAL E&P Guyane française  
TOTAL E&P Golfe Holdings Ltd  
TOTAL E&P Golfe Ltd  
Qatar Liquefied Gas Co. Ltd II (Train B) (16.7%) E  
TOTAL Énergie Développement  
Ténésol  
Photovoltech  
TOTAL Gaz & Énergies Nouvelles Holding  
Géosud  
Gaz Transport et Technigaz  
TOTAL Énergie Solaire Concentrée  
TOTAL Abengoa Solar  
Emirates Investment Company  
TOTAL Outre-Mer  
Total Petroleum Puerto Rico Corp.  
TOTAL (China) Investments  
Air Total International  
TOTAL Refining Saudi Arabia S.A.S.  
Saudi Aramco Total  
Refining & Petrochemical Company  
Chartering & Shipping Services S.A.  
TOTAL International Ltd  
Atlantic Trading & Marketing  
Total Trading Canada Limited  
Cray Valley S.A.  
AS24  
(100%)  
(100%)  
(99.8%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
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  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(13.6%) E  
(100%)  
(17%) E  
(10%) E  
(100%)  
(39.6%) E  
(100%)  
(100%)  
(100%)  
(24.5%) E  
Totalgaz SNC  
TOTAL Lubrifiants S.A.  
TOTAL Fluides  
Urbaine des Pétroles  
Total Especialidades Argentina S.A.  
TOTAL (Philippines) Corp.  
TOTAL Oil Asia-Pacific Pte Ltd  
TOTAL Qatar Oil & Gas  
TOTAL E&P Qatar  
TOTAL E&P Syrie  
TOTAL E&P Yémen  
(100%)  
(50%) E  
(50%) E  
(100%)  
(71.1%) E  
(30%) E  
(100%)  
TOTAL E&P Indonésie  
TOTAL E&P Myanmar  
TOTAL Profils Pétroliers  
TOTAL E&P Thaïland  
TOTAL Austral  
TOTAL E&P Bolivie  
TOTAL LNG Angola Ltd  
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  
(50%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(37.5%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
TOTAL Chimie  
Hutchinson S.A.  
Total Petrochemicals Iberica  
PetroFina S.A.  
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  
TOTAL Finance  
TOTAL Finance Exploitation  
TOTAL other subsidiaries  
TOTAL South Africa  
TOTAL Raffinaderij Nederland  
Total Tractebel Emirates Power Cy  
(58.9%)  
(55%)  
(50%) E  
*
CEPSA: Independent company on which the Group exercises a significant influence with the exception of any control  
250  
Registration Document 2010. TOTAL  
Appendix 1 – Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
The business segments are identified with the following colors:  
Upstream  
Downstream  
Chemicals  
Holding  
100%  
Elf Aquitaine  
100%)  
(
100%  
Elf Exploration Production  
(100%)  
53.2%  
16.9%  
29.9%  
TOTAL HOLDINGS EUROPE  
100%)  
Elf Aquitaine subsidiaries  
(100%)  
TOTAL/Elf Aquitaine  
other common subsidiaries  
(
TOTAL Holdings UK Ltd  
(100%)  
(100%)  
(100%)  
(100%)  
TOTAL E&P France  
TOTAL E&P Congo  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(26%) E  
(100%)  
(24.8%) E  
(29.5%) E  
(22%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
TOTAL Nigeria  
TOTAL Turkiye  
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.  
(61.7%)  
(100%)  
(50%) E  
(87.3%)  
(95.1%)  
(100%)  
(20%) E  
(49.1%) E  
(100%)  
TOTAL Upstream UK Ltd  
TOTAL Midstream UK Ltd  
Elf Petroleum UK Plc  
South Hook LNG Terminal Company Ltd (8.3%) E  
TOTAL UK Ltd  
Samsung Total Petrochemicals  
TOTAL E&P Norge AS  
TOTAL E&P Italia Spa  
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 Termokarstovoye B.V.  
Terneftegaz J.S.C.  
TOTAL Nederland N.V.  
TOTALErg  
TOTAL Mineraloel und Chemie GmbH  
TOTAL Deutschland GmbH  
TOTAL Raffinerie Mitteldeutschland  
Atotech BV  
TOTAL Participations Pétrolières Gabon  
TOTAL Gaz & Électricité Holdings France  
TOTAL LNG Nigeria Ltd  
TOTAL Infrastructures Gaz France  
TOTAL Énergie Gaz  
TOTAL Gas & Power Mexico B.V.  
Hazira LNG Private Ltd  
TOTAL Gas and Power USA  
Konarka  
AE Polysilicon Corporation  
Amyris  
TOTAL (Africa) Ltd  
TOTSA Total Oil Trading S.A.  
Socap International Ltd  
Sofax Banque  
(100%)  
(50%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(25%) E  
(100%)  
(25%) E  
(100%)  
(49%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
Socap S.A.S.  
Elf Aquitaine Fertilisants  
Grande Paroisse S.A.  
G.P.N. S.A.  
Elf Aquitaine other subsidiaries  
TOTAL E&P Cameroun  
TOTAL Gabon  
Rosier  
(75.8%)  
(58.3%)  
(56.9%)  
(48.8%) E*  
Cepsa  
Registration Document 2010. TOTAL  
251  
252  
Registration Document 2010. TOTAL  
Appendix 2  
Supplemental oil and gas information (unaudited) 10  
1
.
Oil and gas information pursuant to FASB  
Accounting Standards Codification 932  
254  
1
1
1
1
1
1
1
1
1
.1.  
.2.  
.3.  
.4.  
.5.  
.6.  
.7.  
.8.  
.9.  
Preparation of reserves estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .254  
Proved developed reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .254  
Proved undeveloped reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .255  
Estimated proved reserves of oil, bitumen and gas reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .255  
Results of operations for oil and gas producing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .263  
Costs incurred in oil and gas property acquisition, exploration and development activities . . . . . . . . . . . . . . . . . . . . . . . .265  
Capitalized costs related to oil and gas producing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .266  
Standardized measure of discounted future net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .267  
Changes in the standardized measure of discounted future net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .268  
2
.
Other information  
269  
2
.1.  
Net gas production, production prices and production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .269  
Registration Document 2010. TOTAL  
253  
Appendix 2 – Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
1
. Oil and gas information pursuant to FASB  
Accounting Standards Codification 932  
As from 2009, the amendments to the Securities and Exchange  
Commission (SEC) Rule 4-10 of Regulation S-X set forth in the  
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 2010  
and 2009 year-end estimation of proved reserves. The main impact  
of the application of the revised rules was related to, for 2009, the  
use of new reliable technologies and, for 2010, the booking of  
proved reserves on an oil sands mining project.  
“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. As a reminder, in terms of reserves  
estimation, the main changes are: the use of an average price  
1
.1. Preparation of reserves estimates  
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.  
– At the end of the annual review carried out by the Geoscience  
Division, an 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 dependent 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 Exploration & Production Executive Committee for approval  
before final validation by the Group Executive Management.  
The technical validation process relies on 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 is appointed by the President of  
Exploration & Production and its members represent expertise in  
reservoir engineering, production geology, production geophysics,  
drilling, and pre-development projects.  
The reserves evaluation and control process is audited periodically  
by the Group’s internal auditors who verify the effectiveness of the  
reserves evaluation process and control procedures.  
An internal control process related to reserves estimation is well  
established within TOTAL and involves the following elements:  
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 over twenty-five years  
of experience in the oil & gas industry. He previously held several  
management positions in the Group in reservoir engineering and  
geosciences, and has more than ten years of experience in the field  
of reserves evaluation and control process. He holds an engineering  
degree from École Nationale Supérieure de Géologie, Nancy,  
France, and a Ph.D in rock physics from Stanford University,  
California, USA. He is a member of the Society of Petroleum  
Engineering Oil and Gas Reserves Committee and the UNECE  
(United Nations Economic Commission for Europe) Expert Group  
on Resource Classification.  
A central Reserve Entity whose responsibility is to consolidate,  
document and archive the Group’s reserves; to ensure  
coherence 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.  
An annual review of affiliates 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.  
1
.2. Proved developed reserves  
At the end of 2010, proved developed reserves of oil and gas were  
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.  
5
2
,708 Mboe and represented 53% of proved reserves. At year-end  
009, proved developed reserves of oil and gas were 5,835 Mboe  
and represented 56% of proved reserves. At the end of 2008,  
proved developed reserves were 5,243 Mboe and represented  
254  
TOTAL. Registration Document 2010  
Appendix 2 – Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
1
.3. Proved undeveloped reserves  
As of December 31, 2010, TOTAL’s combined proved undeveloped  
reserves of oil and gas were 4,987 Mboe as compared to 4,648 Mboe  
at the end of 2009. The net increase of 339 Mboe of proved  
undeveloped reserves is due to the addition of +291 Mboe of  
undeveloped reserves related to extensions and discoveries,  
the revision of +183 Mboe of previous estimates, a net increase  
of +416 Mboe due to acquisitions/divestitures and the conversion of  
and development of oil sands in Canada. These projects are highly  
complex to develop due to a combination of factors that include,  
among others, the nature of the reservoir rock and fluid properties,  
challenging operating environments and the size of the projects.  
In addition, some of these projects are generally designed and  
optimized for a given production capacity that controls the pace at  
which the field is developed and the wells are drilled. At production  
start-up, only a portion of the proved reserves are developed in  
order to deliver sufficient production potential to meet capacity  
constraints and contractual obligations. The remaining PUD’s  
associated with the complete development plan will therefore  
remain undeveloped for more than five years following project  
approval and booking. Under these specific circumstances, the  
Group believes that it is justified to report as proved reserves the  
level of reserves used in connection with the approved project,  
despite the fact that some of these PUDs may remain undeveloped  
for more than five years. In addition, TOTAL has demonstrated in  
recent years the Group’s ability to successfully develop and bring  
into production similar large scale and complex projects, including  
the development of deep-offshore fields in Angola, Nigeria, Congo,  
HP/HT fields in the United Kingdom, heavy oil projects in Venezuela  
and LNG projects in Qatar, Yemen, Nigeria and Indonesia.  
-551 Mboe of proved undeveloped reserves into proved developed  
reserves. In 2010, the capital expended to develop proved  
undeveloped reserves (PUDs) was 6.7 billion, which represents  
81% of 2010 development costs, and was related to projects  
located for the most part in Kazakhstan, Angola, Norway, Nigeria,  
Indonesia, United Kingdom, Thailand and the United States.  
Approximately 60% of the Group’s proved undeveloped reserves  
are associated with producing fields and are located for the most  
part in Canada, Nigeria, the United Arab Emirates, 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 remaining proved undeveloped  
reserves correspond to undeveloped fields or assets for which  
a development has been sanctioned or is in progress.  
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 Group’s portfolio of projects includes a few large scale and  
complex developments for which it anticipates that it may take  
more than five years from the time of recording proved reserves  
to the start of production. These specific projects represent  
approximately 30% of the Group’s proved undeveloped reserves  
and include the development of a giant field in Kazakhstan, deep  
offshore developments in Angola, Nigeria and the United Kingdom  
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  
have been reclassified to conform to the current presentation  
adopted since 2009.  
1
.4. Estimated proved reserves of oil, bitumen and gas reserves  
The following tables present, for oil, bitumen and gas reserves,  
an estimate of the Group’s oil, bitumen and gas quantities by  
geographic areas as of December 31, 2010, 2009 and 2008.  
Quantities shown concern proved developed and undeveloped  
reserves together with changes in quantities for 2010, 2009 and 2008.  
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 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.  
Registration Document 2010. TOTAL  
255  
Appendix 2 – Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
1
.4.1. Changes in oil, bitumen and gas reserves  
(in million barrels of oil equivalent)  
Consolidated subsidiaries  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
-
-
106  
144  
19  
715  
211  
17  
(120)  
(709)  
-
-
-
-
-
-
(46)  
(99)  
Production for the year  
(225)  
(55)  
(50)  
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  
-
25  
-
-
-
154  
431  
142  
(59)  
(702)  
-
Production for the year  
(55)  
(101)  
Balance as of December 31, 2009  
1,665  
3,466  
1,090  
544  
1,166  
7,931  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
92  
182  
23  
(45)  
(211)  
200  
-
82  
18  
425  
(5)  
(10)  
96  
-
1
30  
9
(8)  
(99)  
365  
326  
457  
(84)  
(705)  
-
(26)  
(269)  
-
Production for the year  
(70)  
(56)  
Balance as of December 31, 2010  
1,706  
3,371  
1,540  
574  
1,099  
8,290  
Minority interest in proved developed and undeveloped reserves as of  
December 31, 2008  
December 31, 2009  
27  
26  
100  
98  
-
-
-
-
-
-
127  
124  
December 31, 2010  
26  
100  
-
-
-
126  
(in million barrels of oil equivalent)  
Equity & non–consolidated affiliates  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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
(2)  
3
-
-
-
-
-
-
-
20  
17  
6
-
-
Production for the year  
(33)  
(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)  
-
-
51  
136  
-
-
-
-
-
-
54  
136  
-
-
-
-
Production for the year  
(18)  
(105)  
(131)  
Balance as of December 31, 2009  
-
100  
502  
1,950  
-
2,552  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
14  
-
-
-
(7)  
4
-
-
(2)  
-
-
-
-
-
-
-
-
16  
-
-
-
-
Production for the year  
(20)  
(136)  
(163)  
Balance as of December 31, 2010  
-
107  
486  
1,812  
-
2,405  
256  
TOTAL. Registration Document 2010  
Appendix 2 – Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
(in million barrels of oil equivalent)  
Consolidated subsidiaries and equity & non-consolidated affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
As of December 31, 2010  
Proved developed and undeveloped reserves  
1,706  
3,478  
2,026  
2,386  
1,099  
10,695  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,706  
-
3,371  
107  
1,540  
486  
574  
1,812  
1,099  
-
8,290  
2,405  
Proved developed reserves  
962  
1,692  
638  
2,055  
361  
5,708  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
962  
-
1,666  
26  
505  
133  
427  
1,628  
361  
-
3,921  
1,787  
Proved undeveloped reserves  
744  
1,786  
1,388  
331  
738  
4,987  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
744  
-
1,705  
81  
1,035  
353  
147  
184  
738  
-
4,369  
618  
Registration Document 2010. TOTAL  
257  
Appendix 2 – Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
1
.4.2. Changes in oil reserves  
The oil reserves for the years prior to 2009 include crude oil, natural gas liquids (condensates, LPG) and bitumen reserves.  
Bitumen reserves as from 2009 are shown separately.  
(in million barrels)  
Consolidated subsidiaries  
Proved developed and undeveloped reserves  
Balance as of December 31, 2007  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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)  
-
-
54  
-
-
64  
3
-
(43)  
(16)  
413  
122  
2
(117)  
(406)  
-
-
-
Production for the year  
(111)  
(16)  
(32)  
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
-
51  
-
-
3
69  
1
(45)  
(397)  
-
-
-
Production for the year  
(108)  
(15)  
(34)  
(17)  
Balance as of December 31, 2009  
733  
2,460  
88  
188  
572  
4,041  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
46  
146  
2
(37)  
(98)  
131  
-
7
2
-
(2)  
(16)  
(2)  
82  
-
-
4
-
(7)  
(15)  
182  
234  
2
(69)  
(376)  
-
(23)  
(218)  
-
Production for the year  
(29)  
Balance as of December 31, 2010  
792  
2,350  
79  
239  
554  
4,014  
Minority interest in proved developed  
and undeveloped reserves as of  
December 31, 2008  
December 31, 2009  
12  
12  
89  
88  
-
-
-
-
-
-
101  
100  
December 31, 2010  
11  
89  
-
-
-
100  
(in million barrels)  
Equity & non–consolidated affiliates  
Proved developed and undeveloped reserves  
Balance as of December 31, 2007  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
-
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
(2)  
3
-
-
-
-
-
-
21  
3
6
-
-
-
Production for the year  
(32)  
(88)  
(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)  
-
-
(15)  
136  
-
-
-
-
-
-
(34)  
136  
-
-
-
-
Production for the year  
(18)  
(79)  
(104)  
Balance as of December 31, 2009  
-
37  
485  
761  
-
1,283  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
4
-
-
-
(7)  
4
-
-
3
-
-
-
-
-
-
-
11  
-
-
-
-
-
Production for the year  
(19)  
(84)  
(110)  
Balance as of December 31, 2010  
-
34  
470  
680  
-
1,184  
258  
TOTAL. Registration Document 2010  
Appendix 2 – Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
(in million barrels)  
Consolidated subsidiaries and equity & non-consolidated affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
As of December 31, 2010  
Proved developed and undeveloped reserves  
792  
2,384  
549  
919  
554  
5,198  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
792  
-
2,350  
34  
79  
470  
239  
680  
554  
-
4,014  
1,184  
Proved developed reserves  
394  
1,250  
180  
662  
58  
2,544  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
394  
-
1,226  
24  
53  
127  
151  
511  
58  
-
1,882  
662  
Proved undeveloped reserves  
398  
1,134  
369  
257  
496  
2,654  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
398  
-
1,124  
10  
26  
343  
88  
169  
496  
-
2,132  
522  
Registration Document 2010. TOTAL  
259  
Appendix 2 – Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
1
.4.3. Changes in bitumen reserves  
Bitumen reserves as of December 31, 2008 and before are included in oil reserves presented in the table “Changes in oil reserves”  
on pages 258 and 259.  
(in million barrels)  
Consolidated subsidiaries  
Proved developed and undeveloped reserves  
Balance as of December 31, 2008  
Europe  
Africa  
Americas  
Middle 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  
-
-
365  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
-
-
-
-
-
3
-
425  
-
-
-
-
-
-
-
-
-
-
-
3
-
425  
-
Production for the year  
(4)  
(4)  
Balance as of December 31, 2010  
-
-
789  
-
-
789  
Proved developed reserves as of  
December 31, 2009  
-
-
19  
-
-
19  
December 31, 2010  
-
-
18  
-
-
18  
Proved undeveloped reserves as of  
December 31, 2009  
-
-
346  
-
-
346  
December 31, 2010  
-
-
771  
-
-
771  
There are no bitumen reserves for equity and non-consolidated affiliates.  
There are no minority interests for bitumen reserves.  
260  
TOTAL. Registration Document 2010  
Appendix 2 – Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
1
.4.4. Changes in gas reserves  
(in billion cubic feet)  
Consolidated subsidiaries  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
1,650  
484  
76  
(15)  
-
-
-
-
-
-
-
-
-
-
(15)  
(480)  
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  
(13)  
(633)  
(127)  
61  
25  
382  
752  
(64)  
(212)  
(18)  
399  
-
(165)  
(212)  
897  
810  
(77)  
(1,651)  
-
-
-
-
-
-
Production for the year  
(217)  
(122)  
(467)  
Balance as of December 31, 2009  
5,047  
5,246  
3,597  
2,028  
3,466  
19,384  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
271  
193  
111  
(43)  
(617)  
346  
-
415  
88  
(80)  
70  
-
15  
138  
51  
(4)  
(472)  
967  
489  
162  
-
-
(20)  
(258)  
(16)  
(278)  
-
(83)  
Production for the year  
(151)  
(1,776)  
Balance as of December 31, 2010  
4,962  
5,314  
3,806  
1,867  
3,194  
19,143  
Minority interest in proved developed and undeveloped reserves as of  
December 31, 2008  
December 31, 2009  
75  
73  
64  
60  
-
-
-
-
-
-
139  
133  
December 31, 2010  
83  
67  
-
-
-
150  
(in billion cubic feet)  
Equity & non–consolidated affiliates  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
(13)  
-
-
-
(2)  
363  
-
-
-
-
-
477  
-
-
-
-
-
-
-
-
-
Production for the year  
(1)  
(141)  
(144)  
Balance as of December 31, 2009  
-
341  
95  
6,498  
-
6,934  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
50  
-
-
-
(1)  
(2)  
-
-
-
(2)  
(52)  
-
-
-
-
-
-
-
-
(4)  
-
-
-
Production for the year  
(282)  
(285)  
Balance as of December 31, 2010  
-
390  
91  
6,164  
-
6,645  
Registration Document 2010. TOTAL  
261  
Appendix 2 – Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
(in billion cubic feet)  
Consolidated subsidiaries and equity & non-consolidated affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
As of December 31, 2010  
Proved developed and undeveloped reserves  
4,962  
5,704  
3,897  
8,031  
3,194  
25,788  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
4,962  
-
5,314  
390  
3,806  
91  
1,867  
6,164  
3,194  
-
19,143  
6,645  
Proved developed reserves  
3,089  
2,240  
2,474  
7,649  
1,790  
17,242  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
3,089  
-
2,229  
11  
2,439  
35  
1,578  
6,071  
1,790  
-
11,125  
6,117  
Proved undeveloped reserves  
1,873  
3,464  
1,423  
382  
1,404  
8,546  
Consolidated subsidiaries  
Equity and non-consolidated affiliates  
1,873  
-
3,085  
379  
1,367  
56  
289  
93  
1,404  
-
8,018  
528  
262  
TOTAL. Registration Document 2010  
Appendix 2 – Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
1
.5. 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.  
(M)  
Consolidated subsidiaries  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2
008  
Non-Group sales  
Group sales  
4,521  
6,310  
2,930  
11,425  
707  
360  
1,558  
409  
2,819  
626  
12,535  
19,130  
Total Revenues  
10,831  
14,355  
1,067  
1,967  
3,445  
31,665  
Production costs  
Exploration expenses  
(1,280)  
(185)  
(1,055)  
(209)  
(1,195)  
(1,214)  
(213)  
(130)  
(318)  
(225)  
(249)  
(4)  
(364)  
(357)  
(263)  
(236)  
(471)  
(60)  
(3,060)  
(764)  
(3,614)  
(2,116)  
Depreciation, depletion and amortization and valuation allowances (1,266)  
(a)  
Other expenses  
(260)  
7,840  
(5,376)  
2,464  
Pre-tax income from producing activities  
Income tax  
10,682  
(7,160)  
3,522  
181  
(109)  
72  
993  
(481)  
512  
2,415  
(1,212)  
1,203  
22,111  
(14,338)  
7,773  
Results of oil and gas producing activities  
2
009  
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)  
(160)  
(1,122)  
(265)  
(1,471)  
(895)  
(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 (1,489)  
(a)  
Other expenses  
(261)  
4,162  
(2,948)  
1,214  
Pre-tax income from producing activities  
Income tax  
5,664  
(3,427)  
2,237  
136  
(103)  
33  
646  
(309)  
337  
1,541  
(747)  
794  
12,149  
(7,534)  
4,615  
Results of oil and gas producing activities  
2
010  
Non-Group sales  
Group sales  
2,839  
5,599  
2,639  
9,894  
628  
540  
1,038  
644  
2,540  
683  
9,684  
17,360  
Total Revenues  
8,438  
12,533  
1,168  
1,682  
3,223  
27,044  
Production costs  
Exploration expenses  
(1,281)  
(266)  
(1,187)  
(275)  
(1,848)  
(1,014)  
(222)  
(216)  
(368)  
(218)  
(259)  
(8)  
(264)  
(241)  
(279)  
(99)  
(830)  
(72)  
(3,228)  
(864)  
(4,714)  
(1,844)  
Depreciation, depletion and amortization and valuation allowances (1,404)  
(a)  
Other expenses  
(299)  
5,188  
(3,237)  
1,951  
Pre-tax income from producing activities  
Income tax  
8,209  
(5,068)  
3,141  
144  
(83)  
61  
910  
(402)  
508  
1,943  
(950)  
993  
16,394  
(9,740)  
6,654  
Results of oil and gas producing activities  
(a) Included production taxes and accretion expense as provided for by IAS 37 (223 million in 2008, 271 million in 2009 and 326 million in 2010)  
Registration Document 2010. TOTAL  
263  
Appendix 2 – Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
(M)  
Equity affiliates  
Group’s share of results  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
of oil and gas producing activities  
2008  
-
49  
245  
287  
-
581  
2009  
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)  
(2,800)  
-
-
-
-
(343)  
(17)  
(362)  
(205)  
(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  
-
2010  
Non-Group sales  
Group sales  
-
-
148  
3
120  
565  
596  
4 646  
-
-
864  
5,214  
Total Revenues  
-
151  
685  
5,242  
-
6,078  
Production costs  
Exploration expenses  
Depreciation, depletion and amortization and valuation allowances  
Other expenses  
-
-
-
-
(44)  
(7)  
(44)  
-
(53)  
(23)  
(89)  
(195)  
-
(259)  
(4,034)  
(1)  
-
-
(293)  
(30)  
(392)  
(268)  
-
(4,302)  
Pre-tax income from producing activities  
Income tax  
-
-
-
56  
-
252  
(44)  
208  
754  
(142)  
612  
(1)  
1,061  
(186)  
875  
-
Results of oil and gas producing activities  
56  
(1)  
264  
TOTAL. Registration Document 2010  
Appendix 2 – Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
1
.6. Costs incurred in oil and gas property acquisition,  
exploration and development activities  
The following tables set forth the costs incurred in the Group’s oil and gas property acquisition, exploration and development activities,  
including both capitalized and expensed amounts. They do not include costs incurred related to oil and gas transportation and LNG  
liquefaction and transportation activities.  
(M)  
Consolidated subsidiaries  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2
008  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
269  
24  
228  
78  
143  
493  
-
22  
155  
408  
8
5
11  
18  
3
312  
1,596  
373  
197  
1,199  
7,441  
(a)  
Development costs  
2,035  
3,121  
281  
Total cost incurred  
2,556  
3,835  
585  
305  
1,929  
9,210  
2
009  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
71  
26  
284  
45  
8
475  
3,288  
1,551  
403  
222  
105  
-
87  
250  
-
21  
123  
1,772  
458  
1,191  
7,666  
(a)  
Development costs  
1,658  
618  
1,852  
Total cost incurred  
2,039  
3,816  
2,794  
442  
1,996  
11,087  
2
010  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
162  
5
361  
1,565  
137  
124  
407  
26  
1,186  
276  
139  
8
17  
21  
619  
250  
485  
1,942  
1,311  
7,642  
(a)  
Development costs  
3,105  
718  
247  
2,007  
Total cost incurred  
2,093  
3,773  
2,206  
411  
2,897  
11,380  
(M)  
Equity affiliates  
Group’s share of costs of property acquisition,  
exploration and development  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2
008  
-
360  
85  
527  
-
972  
2
009  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
-
-
-
-
-
-
-
-
-
22  
93  
-
-
3
-
-
-
-
-
25  
437  
(a)  
Development costs  
28  
293  
23  
Total cost incurred  
-
28  
115  
296  
23  
462  
2
010  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
-
-
-
-
-
-
4
-
-
30  
99  
-
-
4
-
-
-
-
-
38  
668  
(a)  
Development costs  
20  
476  
73  
Total cost incurred  
-
24  
129  
480  
73  
706  
(a) Including asset retirement costs capitalized during the year and any gains or losses recognized upon settlement of asset retirement obligation during the year.  
Registration Document 2010. TOTAL  
265  
Appendix 2 – Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
1
.7. Capitalized costs related to oil and gas producing activities  
The following tables do not include capitalized costs related to oil and gas transportation and LNG liquefaction and transportation activities.  
Consolidated subsidiaries  
(M)  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
As of December 31, 2008  
Proved properties  
Unproved properties  
26,030  
132  
25,136  
1,145  
4,508  
204  
4,824  
25  
8,836  
410  
69,334  
1,916  
Total capitalized costs  
26,162  
(18,382)  
7,780  
26,281  
(12,339)  
13,942  
4,712  
(2,051)  
2,661  
4,849  
(3,420)  
1,429  
9,246  
(2,598)  
6,648  
71,250  
(38,790)  
32,460  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
As of December 31, 2009  
Proved properties  
Unproved properties  
30,613  
337  
27,557  
1,138  
7,123  
839  
5,148  
30  
10,102  
555  
80,543  
2,899  
Total capitalized costs  
30,950  
(21,870)  
9,080  
28,695  
(13,510)  
15,185  
7,962  
(2,214)  
5,748  
5,178  
(3,325)  
1,853  
10,657  
(3,085)  
7,572  
83,442  
(44,004)  
39,438  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
As of December 31, 2010  
Proved properties  
Unproved properties  
31,735  
402  
32,494  
1,458  
7,588  
2,142  
5,715  
49  
12,750  
1,433  
90,282  
5,484  
Total capitalized costs  
32,137  
(23,006)  
9,131  
33,952  
(16,716)  
17,236  
9,730  
(2,302)  
7,428  
5,764  
(3,849)  
1,915  
14,183  
(4,092)  
10,091  
95,766  
(49,965)  
45,801  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
(M)  
Equity affiliates  
Group’s share of net capitalized costs  
As of December 31, 2008  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
-
403  
288  
638  
-
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  
As of December 31, 2010  
Proved properties  
Unproved properties  
-
-
639  
25  
887  
168  
3,110  
-
-
4,636  
331  
138  
Total capitalized costs  
-
-
664  
(462)  
202  
1,055  
(307)  
748  
3,110  
(2,029)  
1,081  
138  
-
4,967  
(2,798)  
2,169  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
-
138  
266  
TOTAL. Registration Document 2010  
Appendix 2 – Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
1
.8. Standardized measure of discounted future net cash flows  
The standardized measure of discounted future net cash flows  
relating to proved oil and gas reserve quantities was developed  
as follows:  
– 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  
estimates of proved reserves and the corresponding production  
profiles are based on existing technical and economic conditions;  
– future net cash flows are discounted at a standard discount  
rate of 10 percent.  
the estimated future cash flows are determined based on prices  
used in estimating the Group’s proved oil and gas reserves;  
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.  
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;  
(M)  
Consolidated subsidiaries  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
As of December 31, 2008  
Future cash inflows  
42,749  
(8,593)  
(10,423)  
(15,651)  
8,082  
67,761  
(15,372)  
(21,594)  
(14,571)  
16,224  
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%  
(3,645)  
(8,144)  
(1,333)  
(3,450)  
(17,287)  
Standardized measure of discounted future net cash flows 4,437  
As of December 31, 2009  
8,080  
978  
1,462  
1,029  
15,986  
Future cash inflows  
50,580  
(11,373)  
(12,795)  
(17,126)  
9,286  
107,679  
(23,253)  
(21,375)  
(36,286)  
26,765  
18,804  
(8,286)  
(5,728)  
(1,293)  
3,497  
9,013  
(2,831)  
(698)  
(2,041)  
3,443  
32,004  
(6,996)  
(6,572)  
(5,325)  
13,111  
(8,225)  
218,080  
(52,739)  
(47,168)  
(62,071)  
56,102  
Future production costs  
Future development costs  
Future income taxes  
Future net cash flows, after income taxes  
Discount at 10%  
(3,939)  
(13,882)  
(2,696)  
(1,558)  
(30,300)  
Standardized measure of discounted future net cash flows 5,347  
As of December 31, 2010  
12,883  
801  
1,885  
4,886  
25,802  
Future cash inflows  
65,644  
(16,143)  
(18,744)  
(20,571)  
10,186  
142,085  
(29,479)  
(25,587)  
(51,390)  
35,629  
42,378  
(19,477)  
(8,317)  
(3,217)  
11,367  
(8,667)  
14,777  
(4,110)  
(3,788)  
(2,541)  
4,338  
41,075  
(6,476)  
(8,334)  
(7,281)  
18,984  
(11,794)  
305,959  
(75,685)  
(64,770)  
(85,000)  
80,504  
Future production costs  
Future development costs  
Future income taxes  
Future net cash flows, after income taxes  
Discount at 10%  
(5,182)  
(16,722)  
(2,106)  
(44,471)  
Standardized measure of discounted future net cash flows 5,004  
18,907  
2,700  
2,232  
7,190  
36,033  
Minority interests in future net cash flows as of  
(M)  
As of December 31, 2008  
As of December 31, 2009  
217  
212  
(50)  
60  
-
-
-
-
-
-
167  
272  
As of December 31, 2010  
273  
344  
-
-
-
617  
Registration Document 2010. TOTAL  
267  
Appendix 2 – Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
(M)  
Equity affiliates  
Group’s share of future net cash flows as of  
As of December 31, 2008  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
-
418  
608  
4,275  
-
5,301  
As of December 31, 2009  
Future cash inflows  
-
-
-
-
-
-
1,432  
(624)  
(26)  
(245)  
537  
16,750  
(6,993)  
(1,924)  
(3,650)  
4,183  
48,486  
(30,739)  
(3,891)  
(1,843)  
12,013  
(6,383)  
-
-
-
-
-
-
66,668  
(38,356)  
(5,841)  
(5,738)  
16,733  
(9,438)  
Future production costs  
Future development costs  
Future income taxes  
Future net cash flows, after income taxes  
Discount at 10%  
(239)  
(2,816)  
Standardized measure of discounted future net cash flows  
As of December 31, 2010  
-
298  
1,367  
5,630  
-
7,295  
Future cash inflows  
-
-
-
-
1,814  
(765)  
(26)  
22,293  
(8,666)  
(2,020)  
(5,503)  
59,472  
(40,085)  
(3,006)  
(2,390)  
-
-
-
-
83,579  
(49,516)  
(5,052)  
(8,242)  
Future production costs  
Future development costs  
Future income taxes  
(349)  
Future net cash flows, after income taxes  
Discount at 10%  
-
-
-
674  
(203)  
471  
6,104  
(3,946)  
2,158  
13,991  
(7,386)  
6,605  
-
20,769  
(11,535)  
9,234  
-
Standardized measure of discounted future net cash flows  
-
1
.9. Changes in the standardized measure of discounted future net cash flows  
Consolidated subsidiaries  
(M)  
2008  
2009  
2010  
Beginning of year  
48,464  
15,986  
25,802  
Sales and transfers, net of production costs  
(26,109)  
(81,358)  
556  
(2,227)  
6,960  
2,693  
4,846  
63,611  
50  
(17,266)  
35,738  
(267)  
(4,847)  
7,552  
164  
1,599  
(12,455)  
230  
(22,297)  
30,390  
716  
(7,245)  
7,896  
5,523  
2,580  
(6,773)  
442  
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  
Net change in income taxes  
Purchases of reserves in place  
Sales of reserves in place  
(1,500)  
(632)  
(1,001)  
End of year  
15,986  
25,802  
36,033  
Equity affiliates  
(M)  
2009  
2010  
Beginning of year  
5,301  
7,295  
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)  
-
(1,583)  
2,366  
-
195  
651  
308  
730  
(728)  
-
Net change in income taxes  
Purchases of reserves in place  
Sales of reserves in place  
-
-
End of year  
7,295  
9,234  
268  
TOTAL. Registration Document 2010  
Appendix 2 – Supplemental oil and gas information (unaudited)  
Other information 10  
2. Other information  
2.1. Net gas production, production prices and production costs  
Consolidated subsidiaries  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2
009  
(a)  
Natural gas production available for sale (Mcf/d)  
1,643  
480  
545  
297  
1,224  
4,189  
(b)  
Production prices  
Oil (/b)  
40.76  
-
4.81  
40.77  
-
1.33  
36.22  
23.17  
1.56  
39.94  
-
0.72  
37.66  
-
4.47  
40.38  
23.17  
3.70  
Bitumen (/b)  
Natural gas (/kpc)  
(c)(d)  
Production costs per unit of production (/boe)  
Total liquids and natural gas  
Bitumen  
5.30  
-
4.35  
-
3.59  
25.45  
3.86  
-
2.52  
-
4.30  
25.45  
Equity affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2
009  
(a)  
Natural gas production available for sale (Mcf/d)  
-
-
-
268  
-
268  
(b)  
Production prices  
Oil (/b)  
-
-
-
42.98  
33.14  
43.98  
-
3.53  
-
-
-
42.18  
-
3.53  
Bitumen (/b)  
Natural gas (/kpc)  
-
-
-
-
(c)  
Production costs per unit of production (/boe)  
Total liquids and natural gas  
Bitumen  
-
-
4.21  
-
2.24  
-
2.81  
-
-
-
2.81  
-
Consolidated subsidiaries  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2
010  
(a)  
Natural gas production available for sale (Mcf/d)  
1,603  
608  
732  
375  
1,234  
4,552  
(b)  
Production prices  
Oil (/b)  
55.70  
-
5.17  
56.18  
-
1.55  
45.28  
33.19  
1.83  
55.83  
-
0.63  
52.33  
-
5.67  
55.39  
33.19  
3.94  
Bitumen (/b)  
Natural gas (/kpc)  
(c)  
Production costs per unit of production (/boe)  
Total liquids and natural gas  
Bitumen  
6.23  
-
4.53  
-
3.29  
17.49  
4.82  
-
2.93  
-
4.72  
17.49  
Equity affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2
010  
(a)  
Natural gas production available for sale (Mcf/d)  
-
-
-
650  
-
650  
(b)  
Production prices  
Oil (/b)  
-
-
-
53.96  
43.81  
57.03  
-
2.30  
-
-
-
54.95  
-
2.30  
Bitumen (/b)  
Natural gas (/kpc)  
-
-
-
-
(c)  
Production costs per unit of production (/boe)  
Total liquids and natural gas  
Bitumen  
-
-
6.31  
-
2.76  
-
1.54  
-
-
-
1.91  
-
(
(
(
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.  
(d) Production costs previously reported for consolidated subsidiaries have been restated.  
Registration Document 2010. TOTAL  
269  
270  
TOTAL. Registration Document 2010  
Appendix 3  
TOTAL S.A. 11  
The Statutory Financial Statements were approved by the Board of Directors on February 10, 2011,  
and have not been updated with subsequent events.  
1.  
2.  
3.  
Statutory auditor’s report on regulated agreements and commitments  
Statutory auditor’s report on the annual financial statements  
Statutory Financial Statements of TOTAL S.A. as parent company  
272  
274  
275  
3.1.  
3.2.  
3.3.  
3.4.  
Statement of income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .275  
Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .276  
Statement of cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .277  
Statement of changes in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .278  
4.  
Notes to the Statutory Financial Statements  
279  
1
2
3
4
5
6
7
8
9
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
)
)
)
)
)
)
)
)
)
0)  
1)  
2)  
3)  
4)  
5)  
6)  
7)  
8)  
9)  
0)  
1)  
2)  
3)  
4)  
Accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .279  
Intangible assets and property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .279  
Subsidiaries and affiliates: investments and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .280  
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .281  
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .281  
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .282  
Contingency reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .283  
Employee benefits obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .283  
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .284  
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .285  
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .285  
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .285  
Net operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .285  
Operating depreciation, amortization and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .285  
Financial expenses and income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .286  
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .286  
Other financial income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .286  
Non-recurring income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .286  
Basis of taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .286  
Foreign exchange and counterparty risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .286  
Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .287  
Average number of employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .287  
Stock option, restricted share and free share plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .288  
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .292  
5.  
Other financial information concerning the parent company  
293  
5.1.  
5.2.  
5.3.  
5.4.  
5.5.  
Subsidiaries and affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .293  
Investment portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .294  
Five-year financial data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .296  
Allocation of 2010 income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .296  
Statement of changes in share capital for the past five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .297  
6.  
Social and environmental information  
298  
6
6
.1.  
.2.  
Social . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .298  
Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .302  
7.  
Consolidated financial information for the last five years  
305  
7
7
.1.  
.2.  
Summary consolidated balance sheet for the last five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .305  
Consolidated statement of income for the last five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .306  
Registration Document 2010. TOTAL  
271  
Appendix 3 – TOTAL S.A.  
11  
Statutory auditor’s report on regulated agreements and commitments  
1
. Statutory auditor’s 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.  
TOTAL S.A.  
Year ended December 31, 2010  
Statutory Auditors’ report on regulated agreements and commitments  
Shareholders’ meeting on the approval of the financial statements for the year ended December 31, 2010  
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.  
We are required 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 or those that we could have found in the course of our engagement. We are not required to comment as to  
whether they are beneficial or appropriate neither to ascertain whether any other agreements and commitments exist. It is your responsibility,  
in accordance with Article R.225-31 of the French Commercial Law (Code de commerce), to evaluate the benefits resulting from these  
agreements and commitments prior to their approval.  
In addition, we are required, if applicable, in accordance with Article R.225-31 of the French Commercial Law, to inform you of the  
agreements and commitments, which were approved during previous years and which were applicable during the period.  
We performed the procedures we considered necessary in accordance with professional guidance issued by the national institute of auditors  
(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 to be approved by the Shareholders’ meeting  
In accordance with Article L.225-40 of the French Commercial Law (Code de commerce) we have been advised of agreements and  
commitments which have been previously authorised by your Board of Directors.  
Directors affected by the agreement or commitment:  
Mr Thierry Desmarest, director and Honorary Chairman,  
Purpose of the agreement or commitment:  
Company resources made available for use by the Honorary Chairman  
Terms and conditions of the agreement or commitment:  
in consideration of his responsibilities to represent the Group, the following company resources are made available to the Honorary  
Chairman: an office, an administrative assistant, and a company vehicle with a driver.  
Agreements and commitments already approved by the Shareholders’ meeting  
In accordance with Article R.225-30 of the French Commercial Law (Code de Commerce), we have been informed of the following  
agreements and commitments, which were already approved by the Shareholders’ meetings held on May 15, 2009 and May 21, 2010,  
and which were applicable during the period.  
a) Agreements concerning the pension plan for members of the Board of Directors  
Directors affected by the agreement or commitment:  
Mr Thierry Desmarest, Chairman until May 21, 2010 and Director for the period from January 1st, 2010 to December 31, 2010;  
Mr Christophe de Margerie, Chief Executive Officer until May 21,2010 and Chairman and Chief Executive Officer since May 21,2010.  
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  
Chairman and Chief Executive Officer.  
272  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Statutory auditor’s report on regulated agreements and commitments 11  
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%;  
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.  
Upon his retirement in 2010, Mr Desmarest was paid a retirement benefit of  492,963, the Board of Directors having decided at its meeting  
of May 21, 2010, that each of the three applicable performance criteria had been met.  
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.  
The sum of the supplementary pension plan benefits and external pension plan benefits may not exceed 45% of the compensation used  
as the calculation basis. In the event this percentage is exceeded, the supplementary pension is reduced accordingly.  
For the Chairman and Chief Executive Officer, the Group’s pension obligations are, as of December 31, 2010, the equivalent of an annual  
pension of 19.47% of his 2010 compensation.  
Mr Desmarest, Honorary Chairman, was paid due to his previous employment by the Group, a supplementary pension amounting  
to 320,341 for 2010. The value of the annual supplementary pension, for a complete year, would amount to nearly 549,155  
(December 31, 2010 value) adjusted in line with changes in the ARRCO pension point.  
b) Agreement in case of termination of the Chairman and 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, Chairman and Chief Executive Officer.  
Purpose of the agreement or commitment:  
if the Chairman and 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 Chairman and 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 Chairman and Chief Executive 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 Chairman  
and Chief Executive 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 Chairman and Chief  
Executive retires is greater than or equal to the average production growth of the four following companies: ExxonMobil, Shell, BP,  
and Chevron.  
Paris, La Défense March 24, 2011  
The statutory auditors  
French original signed by  
KPMG Audit  
A division of KPMG S.A  
Jay Nirsimloo  
ERNST & YOUNG Audit  
Pascal Macioce  
Laurent Vitse  
Registration Document 2010. TOTAL  
273  
Appendix 3 – TOTAL S.A.  
11  
Statutory auditor’s report on the annual financial statements  
2
. Statutory auditor’s 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.  
TOTAL S.A.  
Year ended December 31, 2010  
Statutory auditors’ report on the financial statements  
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, 2010, on:  
the audit of the accompanying financial statements of TOTAL S.A.;  
the justification of our assessments;  
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 December 31, 2010 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 also verified the reasonable nature of the estimates derived from these methods.  
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.  
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 24, 2011  
The statutory auditors  
French original signed by  
KPMG Audit  
A department of KPMG S.A.  
Jay Nirsimloo  
ERNST & YOUNG Audit  
Pascal Macioce  
Laurent Vitse  
274  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Statutory Financial Statements of TOTAL S.A. as parent company 11  
3
. Statutory Financial Statements of TOTAL S.A.  
as parent company  
3.1. Statement of income  
For the year ended  
(K)  
2010  
2009  
2008  
Sales  
(note 12) 10,307,170  
(note 13) (8,179,634)  
8,222,687 11,867,602  
(6,758,269) (8,691,677)  
Net operating expenses  
Operating depreciation, amortization and allowances  
(note 14)  
(141,174)  
(129,113)  
(76,675)  
Operating income  
1,986,362  
1,335,305  
3,099,250  
Financial expenses and income  
Dividends  
Net depletion  
(note 15)  
(note 16)  
(448,084)  
6,497,082  
(489,911)  
(7,945)  
(449,419) (1,438,676)  
5,777,717  
(236,234)  
2,328  
7,161,752  
(372,254)  
128,859  
Other financial income and expenses  
(note 17)  
Financial income  
Current income  
5,551,142  
7,537,504  
5,094,392  
6,429,697  
5,479,681  
8,578,931  
Gains (Losses) on sales of marketable securities and loans  
Gains (Losses) on sales of fixed assets  
Non-recurring items  
(34,976)  
239  
(75,259)  
639,371  
-
(13,802)  
(70,207)  
(24)  
(19,234)  
Non-recurring income  
(note 18)  
(109,996)  
625,569  
(89,465)  
Employee profit-sharing plan  
Taxes  
(54,613)  
(1,532,807)  
(36,973)  
(1,384,612) (2,437,355)  
(44,502)  
Net income  
5,840,088  
5,633,681 6,007,609  
Registration Document 2010. TOTAL  
275  
Appendix 3 – TOTAL S.A.  
11  
Statutory Financial Statements of TOTAL S.A. as parent company  
3.2. Balance sheet  
As of December 31  
(K)  
ASSETS  
2010  
2009  
2008  
Non-current assets  
Intangible assets  
Depreciation, depletion and amortization  
Intangible assets, net  
(note 2)  
(note 2)  
817,999  
(245,031)  
572,968  
535,475  
(361,610)  
173,865  
775,519  
(208,540)  
566,979  
511,070  
(327,094)  
183,976  
78,874,175 77,479,879  
(545,634)  
59,547  
322,360  
(178,718)  
143,642  
483,888  
(308,656)  
175,232  
Property, plant and equipment  
Depreciation, depletion and amortization  
Property, plant and equipment, net  
Subsidiaries and affiliates: investments and loans  
Depreciation, depletion and amortization  
Other non-current assets  
(note 3) 84,934,902  
(565,561)  
52,535  
84,421,876  
(545,925)  
1,297,618  
(note 4)  
(note 5)  
Investments and other non-current assets, net  
78,388,088 78,231,572  
Total non-current assets  
85,168,709  
79,139,043  
78,550,446  
Current assets  
Inventories, net  
Accounts receivable  
Marketable securities  
4,832  
2,141,796  
476,610  
2,293  
2,062,978  
596,076  
2,931  
1,778,280  
760,779  
Cash / cash equivalents and short-term deposits  
141,131  
225,209  
426,877  
Total current assets  
2,764,369  
2,886,556  
2,968,867  
Prepaid expenses  
Translation adjustment  
5,782  
12  
3,532  
212,588  
8,763  
110,047  
(note 11)  
Total assets  
87,938,872  
2010  
82,241,719  
2009  
81,638,123  
2008  
LIABILITIES & SHAREHOLDERS' EQUITY  
Shareholders’ equity (note 6)  
Share capital  
Paid-in surplus  
Reserves  
Retained earnings  
Net income  
Interim dividends  
5,874,102  
27,208,151  
3,986,382  
4,425,753  
5,840,088  
(2,664,730)  
5,871,057  
27,170,640 28,283,676  
3,975,314  
4,114,277  
5,633,681  
5,929,520  
(note 6 B)  
3,977,370  
3,416,997  
6,007,609  
(2,660,016) (2,655,125)  
Total shareholders' equity  
44,669,746  
44,104,953  
44,960,047  
Contingency reserves  
Debts  
(notes 7 and 8)  
3,771,567  
3,199,872  
2,926,271  
Long-term loans  
Short-term loans  
Liabilities  
(note 9) 15,929,648  
(note 9) 21,715,905  
14,614,076 10,935,544  
18,651,431 21,364,571  
(note 10)  
1,790,981  
1,671,306  
1,450,432  
Total debts  
39,436,534  
34,936,813  
33,750,547  
Prepaid expenses  
Translation adjustment  
-
-
81  
1,159  
99  
(note 11)  
61,025  
Total liabilities and Shareholders’ equity  
87,938,872  
82,241,719  
81,638,123  
276  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Statutory Financial Statements of TOTAL S.A. as parent company 11  
3.3. Statement of cash flow  
For the year ended  
(M)  
2010  
2009  
2008  
Cash flow from operating activities  
Net income  
Depreciation, depletion and amortization  
Accrued expenses of investments  
Other provisions  
5,840  
102  
24  
571  
6,537  
35  
5,634  
89  
6,008  
63  
-
2
274  
5,997  
(639)  
(299)  
31  
384  
6,457  
26  
(35)  
82  
Funds generated from operations  
(
(
Gains) Losses on disposal of assets  
Increase) Decrease in working capital  
(266)  
126  
Other, net  
Cash flow from operating activities  
6,432  
5,090  
6,530  
Cash flow used in investing activities  
Purchase of property, plant and equipment and intangible assets  
Purchase of investments and long-term loans  
Investments  
Proceeds from disposal of marketable securities and loans  
Total divestitures  
(64)  
(6,317)  
(6,381)  
782  
(538)  
(1,401)  
(1,939)  
955  
(92)  
(1,276)  
(1,368)  
885  
782  
955  
885  
Cash flow used in investing activities  
(5,599)  
(984)  
(483)  
Cash flow from 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  
41  
-
(2,662)  
(2,665)  
(63)  
32  
-
(2,655)  
(2,660)  
(245)  
1,220  
257  
(1,222)  
(2,511)  
(2,655)  
(407)  
4,432  
384  
Cash flow from financing activities  
(917)  
(4,308)  
(6,154)  
Increase (Decrease) in cash and cash equivalents  
Cash and cash equivalents at beginning of year  
Cash and cash equivalents at year-end  
(84)  
225  
141  
(202)  
427  
225  
(107)  
534  
427  
Registration Document 2010. TOTAL  
277  
Appendix 3 – TOTAL S.A.  
11  
Statutory Financial Statements of TOTAL S.A. as parent company  
3.4. Statement of changes in shareholders’ equity  
(M)  
Common shares issued  
Retained  
earnings  
Revaluation  
reserve  
Total  
Number  
Amount  
Issue  
premium  
As of January 1, 2008  
2,395,532,097  
5,989  
29,598  
9,866  
38  
45,491  
Balance of cash dividends paid(a)  
Net income 2008  
Cash interim dividends paid for 2008(b)  
Issuance of shares reserved for employees  
Capital decrease  
-
-
-
-
-
-
-
-
-
(2,511)  
6,008  
(2,655)  
-
-
-
-
-
(2,511)  
6,008  
(2,655)  
216  
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  
-
-
-
-
-
-
1
10  
41  
1
Changes in revaluation differences  
As of December 31, 2008  
2,371,808,074  
5,930  
28,283  
10,708  
39  
44,960  
Balance of cash dividends paid(c)  
Net income 2009  
-
-
-
-
-
-
-
-
-
(2,655)  
5,634  
(2,660)  
-
-
-
-
-
(2,655)  
5,634  
(2,660)  
(1,222)  
Cash interim dividends paid for 2009(d)  
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  
-
-
-
-
-
-
(2)  
18  
32  
(2)  
Changes in revaluation differences  
As of December 31, 2009  
2,348,422,884  
5,871  
27,170  
11,027  
37  
44,105  
Balance of cash dividends paid(e)  
Net income 2010  
Cash interim dividends paid for 2010(f)  
Issuance of common shares  
Changes in revaluation differences  
-
-
-
-
-
3
-
-
-
-
38  
-
(2,662)  
5,840  
(2,665)  
-
-
-
-
11  
(2,662)  
5,840  
(2,665)  
41  
-
1,218,047  
-
-
-
11  
As of December 31, 2010  
2,349,640,931  
5,874  
27,208  
11,540  
48  
44,670  
(
(
(
(
(
(
a) Balance of the 2007 dividend paid in 2008: 2,511 million (1.07 per share).  
b) Interim dividend paid in 2008: 2,655 million (1.14 per share).  
c) Balance of the 2008 dividend paid in 2009: 2,655 million (1.14 per share).  
d) Interim dividend paid in 2009: 2,660 million (1.14 per share).  
e) Balance of the 2009 dividend paid in 2010: 2,662 million (1.14 per share).  
f) Interim dividend paid in 2010: 2,655 million (1.14 per share).  
278  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
4. Notes to the Statutory Financial Statements  
1) Accounting policies  
The 2010 financial statements have been prepared in accordance  
with French Generally Accepted Accounting Principles (“French  
GAAP”).  
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.  
Property, plant and equipment  
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  
Receivables and payables are stated at nominal value. Allowances  
for doubtful debts are recorded when the actual value is inferior to  
the book value.  
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  
Foreign currency transactions  
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.  
Investments and loans to consolidated  
subsidiaries and equity affiliates  
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 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.  
Financial instruments  
Loans to consolidated subsidiaries and equity affiliates are stated  
at their nominal value.  
TOTAL S.A. uses financial instruments for hedging purposes only  
in order to manage its exposure to changes in interest rates and  
foreign exchange rates.  
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.  
As part of this policy, the Company enters into interest rate swap  
agreements and forward transactions. The difference between  
interest to be paid and interest to be received on these swaps or  
premiums and discounts on these forward transactions is  
recognized as interest expense or interest income on a prorated  
basis, over the life of the instruments.  
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.  
2) Intangible assets and property, plant and equipment  
As of December 31  
(M)  
2010  
2009  
Aggregate  
Depreciation  
Net  
Net  
cost and valuation  
allowance  
Headquarters(a)  
Branch (A.D.G.I.L)  
345  
473  
(204)  
(41)  
141  
432  
148  
419  
Total intangible assets  
818  
(245)  
573  
567  
Land  
Buildings  
Other  
34  
92  
410  
-
(46)  
(316)  
34  
46  
94  
34  
50  
100  
Total property, plant and equipment  
Total(b)  
536  
(362)  
(607)  
174  
747  
184  
751  
1,354  
(a) Including ongoing DD&A for 15 million in 2010 and 6 million in 2009, software for a gross amount of 184 million in 2010 and 167 million in 2009, and other for a gross amount  
of 146 million in 2010 and 163 million in 2009.  
(b) As of December 31, 2009, aggregate cost, depreciation and valuation allowance amounted respectively to 1,287 million and 536 million.  
Registration Document 2010. TOTAL  
279  
Appendix 3 – TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
3) Subsidiaries and affiliates: investments and loans  
A) Changes in investments and loans  
As of December 31  
(M)  
2010  
Gross amount  
at beginning  
of year  
Increases  
Decreases  
Monetary Non monetary  
Translation Gross amount  
adjustment at year-end  
Monetary Non monetary  
Investments  
Receivables(a)  
73,049  
5,825  
4,206  
2,531  
71  
8
(30)  
(760)  
(18)  
(228)  
-
77,278  
7,657  
281  
Total  
78,874  
6,737  
79  
(790)  
(246)  
281  
84,935  
Analysis by segment  
Upstream  
Downstream  
Chemicals  
Financial business  
3,112  
3,338  
13,366  
59,058  
4,226  
7
28  
2,476  
71  
8
-
(415)  
(230)  
(15)  
-
10  
-
1
6,774  
3,338  
13,395  
61,428  
-
-
-
(375)  
(1)  
270  
Total  
78,874  
6,737  
79  
(790)  
(246)  
281  
84,935  
(a) Changes in receivables mainly result from flows of funds with Total Finance and Total Treasury.  
B) Allowances for investments and loans  
As of December 31  
(M)  
2010  
2009  
Cost  
Valuation  
allowance  
Net  
Net  
Investments  
Receivables(a)(b)  
77,278  
7,657  
(456)  
(110)  
76,822  
7,547  
72,612  
5,716  
Total(c)  
84,935  
(566)  
84,369  
78,328  
Analysis by segment  
Upstream  
Downstream  
Chemicals  
Financial activities  
6,774  
3,338  
13,395  
61,428  
(311)  
(117)  
(116)  
(22)  
6,463  
3,221  
13,279  
61,406  
2,812  
3,241  
13,278  
58,997  
Total  
84,935  
(566)  
84,369  
78,328  
(
(
(
(a) As of December 31, 2010, the gross amount included 7,013 million related to affiliates.  
b) As of December 31, 2010, the net amount was split into 2,043 million, due in 12 months or less, and 5,504 million due in 12 months or more.  
c) As of December 31, 2009, aggregate cost and valuation allowance amounted to 78,874 million and 546 million, respectively.  
280  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
4) Other non-current assets  
A) Changes in other non-current assets  
As of December 31  
(M)  
2010  
Gross amount  
at beginning  
of year  
Increases  
Decreases  
Monetary Non monetary  
Translation Gross amount  
adjustment  
at year-end  
Monetary Non monetary  
Investment portfolio  
Other non-current assets  
Deposits and guarantees  
4
40  
16  
-
3
-
-
-
-
-
(10)  
-
-
-
-
-
-
-
4
33  
16  
Total  
60  
3
-
(10)  
-
-
53  
B) Allowances for non-current assets  
As of December 31  
(M)  
2010  
2009  
Cost  
Valuation  
allowance  
Net  
Net  
Investment portfolio  
4
33  
16  
-
-
-
4
33  
16  
4
40  
16  
Other non-current assets(a)  
Deposits and guarantees  
Total(b)  
53  
-
53  
60  
(
a) As of December 31, 2010, net amount due in 12 months or more.  
(b) As of December 31, 2009, aggregate cost and net amounts were equivalent.  
5) Accounts receivable  
As of December 31  
(M)  
2010  
2009  
Cost  
Valuation  
allowance  
Net  
Net  
Accounts and notes receivable  
Other operating receivables  
1,139  
1,003  
-
-
1,139  
1,003  
945  
1,118  
Total(a)(b)  
2,142  
-
2,142  
2,063  
(
a) Including 1,296 million related to affiliates as of December 31, 2010.  
(b) Due in 12 months or less.  
Registration Document 2010. TOTAL  
281  
Appendix 3 – TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
6) Shareholders’ equity  
A) Common shares  
Share capital transactions are detailed as follows:  
Historical figures  
2,395,532,097  
As of January 1, 2008  
Shares issued in connection with: Capital increase reserved for Group employees  
Exercise of TOTAL share subscription options  
4,870,386  
1,178,167  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options  
227,424  
(30,000,000)  
Shares canceled(a)  
As of January 1, 2009  
2,371,808,074  
Shares issued in connection with: Exercise of TOTAL share subscription options  
934,780  
480,030  
(24,800,000)  
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options  
Shares canceled(b)  
As of January 1, 2010  
2,348,422,884  
1,218,047  
Shares issued in connection with: Exercise of TOTAL share subscription options  
As of December 31, 2010(c)  
2,349,640,931  
(
(
(
a) Decided by the Board of Directors on July 31, 2008.  
b) Decided by the Board of Directors on July 30, 2009.  
c) Including 112,487,679 treasury shares and shares held by subsidiaries deducted from consolidated shareholders’ equity.  
Capital increase reserved for Group employees  
Share cancellation  
Pursuant to the delegation of authority granted by the  
Pursuant to the authorization granted by the Shareholders’ Meeting  
held on May 11, 2007, to reduce the share capital by up to 10% by  
cancelling shares held by the Company every twenty-four 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.  
Shareholders’ Meeting held on May 11, 2007, the Board of  
Directors at its meeting on November 6, 2007 decided to proceed  
with a capital increase reserved for employees within the limit of  
12 million shares at a price of 44.40 per share, bearing dividend  
as of January 1, 2007. The subscription period was open from  
March 10 to March 28, 2008 and 4,870,386 new TOTAL shares  
were issued in 2008 as part of this capital increase.  
Treasury shares  
(TOTAL shares held by TOTAL S.A.)  
At the Shareholders’ Meeting held on May 21, 2010, 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 for the  
Company employees participating in a company savings plan. It is  
being specified that the amount of any such capital increase  
reserved for Company employees is counted against the aggregate  
maximum nominal amount of share capital increases authorized by  
the Shareholders’ Meeting held on May 21, 2010 for issuing new  
ordinary shares or other securities granting immediate or future  
access to the Company’s share capital with preferential  
As of December 31, 2010, TOTAL S.A. held 12,156,411 of its own  
shares, representing 0.52% of its share capital, detailed as follows:  
6,012,460 shares to cover TOTAL restricted share plans for  
Group employees;  
– 6,143,951 shares to cover new share purchase option plans or  
restricted share grants.  
These shares are deducted from the consolidated shareholders’  
equity.  
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:  
6,017,499 shares to cover TOTAL share purchase option plans  
for Group employees;  
subscription rights (par value 2.5 billion).  
5,799,400 shares to cover TOTAL restricted share plans  
for Group employees;  
Pursuant to this delegation of authority, the Board of Directors at  
its meeting on October 28, 2010, decided to proceed with a capital  
increase reserved for employees in 2011 within the limit of 12  
million shares, bearing dividends as of January 1, 2010, and  
granted full authority to the Chairman and Chief Executive Officer  
to set the opening and closing dates for the subscription period as  
well as the shares subscription price.  
– 3,259,023 shares to cover new share purchase option plans  
or restricted share grants.  
These shares were deducted from the consolidated shareholders’  
equity.  
282  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
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:  
TOTAL shares held by the Group subsidiaries  
As of December 31, 2010, 2009 and 2008, TOTAL S.A. held  
indirectly through its subsidiaries 100,331,268 treasury shares,  
representing 4.27% of its share capital as of December 31, 2010,  
12,627,522 shares to cover TOTAL share purchase option plans  
for Group employees;  
4.27% of its share capital as of December 31, 2009 and 4.23%  
5,323,305 shares to cover TOTAL restricted share plans for  
Group employees;  
of its share capital as of December 31, 2008 detailed as follows:  
2,023,672 shares held by Total Nucléaire, a wholly-owned  
subsidiary indirectly controlled by TOTAL S.A.;  
24,800,000 shares purchased for cancelation between  
January and October 2008 pursuant to the authorization granted  
by the Shareholders’ Meeting held on May 11, 2007 and May 16,  
– 98,307,596 shares held by subsidiaries of Elf Aquitaine  
(Financière Valorgest, Sogapar and Fingestval).  
2008. The Board of Directors decided on July 30, 2009 to cancel  
2
4,800,000 shares at an average price of 49.28 per share.  
These shares are deducted from the consolidated shareholders’  
equity.  
These shares were deducted from the consolidated shareholders’  
equity.  
B) Reserves  
As of December 31,  
(M)  
2010  
2009  
2008  
Revaluation reserves  
Legal reserves  
48  
740  
37  
740  
39  
740  
Untaxed reserves  
General reserves  
2,808  
390  
2,808  
390  
2,808  
390  
Total  
3,986  
3,975  
3,977  
7) Contingency reserves  
As of December 31,  
(M)  
2010  
Gross amount  
at beginning  
of year  
Increases  
Decreases  
Gross amount  
at year-end  
Used  
Unused  
Reserves for financial risks  
3,001  
730  
(18)  
(246)  
3,467(a)  
Reserves for operating risks (including note 8)  
and compensation expense  
Reserves for non-recurring items  
199  
-
108  
44  
(46)  
-
-
-
261(b)  
44  
Total  
3,200  
882  
(64)  
(246)  
3,772  
(
(
a) Reserves for financial risks are mainly comprised of a guarantee granted to an upstream financing subsidiary for 3,449 million.  
b) Reserves for operating risks are comprised of 155 million for retirement benefits, pension plans and special termination plans, 9 million for long-service awards, 6 million for  
indemnities related to the sale of Mapa, and 91 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).  
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)  
2010  
2009  
Pension benefits and other benefits  
Restructuring reserves  
155  
-
137  
-
Provisions as of December 31  
155  
137  
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.  
Registration Document 2010. TOTAL  
283  
Appendix 3 – TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
The actuarial assumptions used as of December 31, are the following:  
2010  
2009  
Discount rate  
4.36%  
4.38%  
5.28%  
4.96%  
4.14%  
5.95%  
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)  
2010  
2009  
Actuarial liability as of December 31,  
Actuarial gains and losses to be amortized  
251  
(96)  
210  
(73)  
Provision for pension benefits and other benefits as of December 31,  
155  
137  
The total commitment for pension plans covered through insurance companies amounts to:  
(M)  
2010  
2009  
Actuarial liability as of December 31,  
Plan assets  
262  
(225)  
270  
(174)  
Net commitment as of December 31,  
37  
96  
9) Loans  
Due date as of December 31,  
M)  
2010  
Within  
one year  
1 to 5 years  
Beyond  
5 years  
2009  
(
Debenture loans  
5
5
% Bonds 1998-2013 (FRF 1,000 million)(a)  
.65 % Bonds 2000-2010 (EUR 100 million)(a)  
125  
-
-
-
125  
-
-
-
116  
61  
1
-
-
-
-
Accrued interest  
Total debenture loans  
125  
-
125  
-
178  
Other loans(b)  
Current accounts(c)  
16,688  
20,832  
883  
20,832  
14,869  
-
936  
-
15,047  
18,041  
Total  
37,645  
21,715  
14,994  
936  
33,266  
(a) Through the use of issue swaps, each debenture loan becomes equivalent to a dollar floating rate debt.  
(b) Including 16,680 million related to affiliates.  
(c) Including 20,832 million related to affiliates.  
284  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
10) Liabilities  
As of December 31,  
(M)  
2010  
2009  
Suppliers  
Other  
941(a)  
850  
744(b)  
927  
Total(c)(d)  
1,791  
1,671  
(
a) Excluding invoices not yet received (461 million), the outstanding liability amounts to 480 million, of which:  
-
-
-
405 million for invoices of foreign suppliers to foreign branches for which the payment schedule is as follows: 221 million payable within 30 days and no later than 90 days;  
2 million non-Group payable no later than January 31, 2011;  
73 million for invoices outstanding to the Group for which the payment schedule is as follows: 33 million paid on December 31, 2010 and 40 million  
payable no later than January 31, 2011.  
(
b) Excluding invoices not yet received (404 million) and invoices from suppliers of foreign branches (301 million), the outstanding liability amounted to 39 million, including 18 million  
non-Group, for which the payment schedule was as follows: 12 million paid on December 31, 2009 and 27 million payable no later than January 31, 2010.  
c) Including 108 million in 2010 and 222 million in 2009 related to affiliates.  
(
(
d) Due in 12 months or less.  
11) Translation adjustment  
The application of the foreign currency translation method outlined in Note 1 resulted in a net translation adjustment of 61 million  
as of December 31, 2010, mainly due to dollar-denominated loans.  
12) Sales  
(M)  
France  
Rest of  
Europe  
North  
America  
Africa  
Middle East  
&
Rest of world  
Total  
For the year ended 2010  
320  
356  
42  
827  
8,762  
10,307  
Hydrocarbon and oil products  
Technical support fees  
-
174  
182  
-
42  
-
8,173  
589  
8,347  
1,960  
320  
827  
For the year ended 2009  
326  
250  
110  
824  
6,713  
8,223  
Hydrocarbon and oil products  
Technical support fees  
-
138  
112  
-
-
6,108  
605  
6,246  
1,977  
326  
110  
824  
13) Net operating expenses  
(M)  
2010  
2009  
Purchase cost of goods sold  
Other purchases and external expenses  
Taxes  
(5,611)  
(1,413)  
(37)  
(4,255)  
(1,280)  
(35)  
Personnel expenses  
(1,119)  
(1,188)  
Total  
(8,180)  
(6,758)  
14) Operating depreciation, amortization and allowances  
(M)  
2010  
2009  
Depreciation, valuation allowance and amortization on  
Property, plant and equipment and intangible assets  
Employee benefits  
(79)  
(108)  
(68)  
(183)  
Subtotal 1  
(187)  
(251)  
Reversals  
Employee benefits  
46  
46  
122  
122  
Subtotal 2  
Total (1+2)  
(141)  
(129)  
Registration Document 2010. TOTAL  
285  
Appendix 3 – TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
15) Financial expenses and income  
(M)  
2010  
2009  
Financial expenses(a)  
Interest expenses and other  
Depreciation on investments and loans to subsidiaries and affiliates  
(460)  
-
(472)  
-
Subtotal 1  
(460)  
(472)  
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  
1
11  
3
20  
Subtotal 2  
Total (1+2)  
12  
23  
(448)  
(449)  
(
(
a) Including, related to affiliates:  
b) Including, related to affiliates:  
304  
10  
424  
20  
16) Dividends  
(M)  
2010  
2009  
Upstream  
Downstream  
Chemicals  
2,195  
248  
4
1,779  
299  
4
Financial activities  
4,050  
3,696  
Total  
6,497  
5,778  
1
7) Other financial income  
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”).  
and expenses  
Net income of 8 million is comprised entirely of foreign exchange  
income.  
In accordance with the integration agreement signed between  
TOTAL S.A. and its consolidated subsidiaries, the deficits and  
long-term depreciation realized by the consolidated company  
during the period of integration are definitively acquired by the  
parent company.  
18) Non-recurring income  
Non-recurring income is a loss of 110 million primarily comprised  
of an income on disposal of assets for 35 million, including  
Mabruk Oil Operations for 18 million and Total E-Procurement BV  
for 17 million. 31 million correspond mainly to scholarships  
and grants payment and a 44 million reserve for taxes due  
for prior years.  
20) Foreign exchange  
and counterparty risk  
The commercial foreign exchange positions are systematically  
covered by the purchase or sale of the corresponding currencies,  
mainly with cash transactions and sometimes on forward markets.  
Regarding long-term assets in foreign currencies, the Company  
tries to reduce the corresponding exchange risk by associating  
them, as far as possible, with financing in the same currency.  
19) Basis of taxation  
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.  
This regime provides that the basis for income tax computation of  
the parent company is not limited to French or foreign consolidated  
subsidiaries or equity affiliates, but also applies to 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.  
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.  
An independent department monitors the status of the financial  
instruments, especially through marked-to-market valuations and  
sensitivity estimations. Counterparty risk is monitored on a regular  
basis against limits set by the Group’s senior management.  
This tax agreement covers the 2008-2010 period.  
286  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
21) Commitments  
As of December 31,  
(M)  
2010  
2009  
Commitments given  
Guarantees on custom duties  
Bank guarantees(a)  
Guarantees given on other commitments(a)  
Guarantees related to confirmed lines of credit  
Short term financing plan(b)  
Bond issue plan(b)  
1,021  
6,886  
6,101  
604  
17,555  
33,510  
1,021  
4,689  
4,115  
500  
16,669  
25,207  
Total commitments given  
65,677  
52,201  
Commitments received  
Guarantees related to confirmed lines of credit  
Guarantees on confirmed authorized bank overdrafts  
Other commitments received  
7,178  
4,373  
1,671  
5,419  
5,627  
1,130  
Total of commitments received  
13,222  
12,176  
(
a) The 2,197 million and 1,986 million increases in bank guarantees and guarantees given on other commitments between 2009 and 2010 are connected to the guarantees  
given for TOTAL’s interest in Saudi Aramco Total Refining and Petrochemical Company (SATORP).  
(b) TOTAL S.A. guarantees the short-term financing plan and the bond issue incurred by Total Capital. On the overall plan amount of 51,065 million, 22,795 million were incurred  
as of December 31, 2010 and 19,647 million as of December 31, 2009.  
Portfolio of financial derivative instruments  
The off-balance sheet commitments related to financial derivative instruments are set forth below.  
As of December 31,  
(M)  
2010  
2009  
Issue swaps  
Notional amount, accrued coupon interest(a)  
Fair value, accrued coupon interest(b)  
125  
40  
177  
92  
Short term swap  
Lender at fixed rate(a)  
Fair value, accrued coupon interest(b)  
935  
-
-
-
Forward contract of currencies  
Notional value(a)  
Fair value(b)  
607  
1
919  
4
(
(
a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
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.  
22) Average number of employees  
As of December 31,  
2010  
2009  
Managers  
Supervisors  
Technical and administrative staff  
4,921  
1,449  
439  
4,748  
1,431  
416  
Total  
6,809  
6,595  
Registration Document 2010. TOTAL  
287  
Appendix 3 – TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
23) Stock option, restricted share and free share plans  
TOTAL share subscription option plans  
2003 Plan  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Total Weighted-  
average  
exercise  
price  
Date of the Shareholders’  
Meeting  
Grant date(a)  
05/17/2001 05/14/2004 05/14/2004 05/14/2004 05/11/2007 05/11/2007 05/11/2007 05/21/2010  
07/16/2003 07/20/2004 07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009 09/14/2010  
Exercise price  
until May 23, 2006 included(b)  
33.30  
32.84  
39.85  
39.30  
49.73  
49.04  
-
-
-
-
-
-
-
-
-
Exercise price  
since May 24, 2006(b)  
Expiry date  
50.60  
60.10  
42.90  
39.90  
38.20  
07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018  
Number of options(c)  
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  
Awarded  
Canceled  
Exercised  
-
(25,184)  
-
-
-
-
4,449,810  
(6,000)  
-
-
-
4,449,810  
(271,320)  
42.90  
44.88  
34.89  
(118,140)  
(311,919)  
(34,032)  
(17,702)  
(53,304)  
(6,700)  
(34,660)  
-
-
-
-
-
(841,846)  
(1,178,167)  
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  
Awarded  
Canceled  
Exercised  
-
(8,020)  
-
-
(6,264)  
-
-
(5,370)  
-
-
(13,780)  
-
-
(2,180)  
-
4,387,620  
(10,610)  
-
-
-
-
4,387,620  
(64,611)  
39.90  
45.04  
34.59  
(18,387)  
(681,699)  
(253,081)  
(934,780)  
Outstanding  
as of January 1, 2010  
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  
Awarded  
Canceled (d)  
-
(1,420)  
-
-
(6,584)  
-
-
(4,800)  
-
-
(5,220)  
-
-
(92,472)  
-
-
(4,040)  
(1,080)  
4,788,420 4,788,420  
38.20  
43.50  
33.60  
(15,660)  
(1,120)  
-
(131,316)  
Exercised  
(1,075,765)  
(141,202)  
(1,218,047)  
Outstanding  
as of December 31, 2010  
5,734,444 12,338,847 6,178,856  
5,640,886  
5,866,445  
4,349,158  
4,371,890  
4,787,300 49,267,826  
43.80  
(
(
a) The grant date is the date of the Board meeting awarding the share subscription options, except for the grant of October 9, 2008, decided by the Board on September 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 effective as of May 24, 2006.  
(c) The number of options awarded, outstanding, canceled 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.  
(d) Out of the 92,472 options awarded under the 2008 plan that were canceled, 88,532 options were canceled due to the performance condition. The acquisition rate applicable  
to the subscription options that were subject to the performance condition of the 2008 plan was 60%.  
Options are exercisable, subject to a continued employment  
condition, after a 2-year 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 four years from  
the date of grant. For the 2007, 2008, 2009 and 2010 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 from  
the date of the grant.  
– For each grantee of more than 3,000 options and less than or  
equal to 50,000 options (other than the Chairman and Chief  
Executive Officer):  
-
The first 3,000 options and two-thirds of the options above  
the first 3,000 options will be finally granted to their beneficiary;  
- The outstanding options, that is one-third of the options above  
the first 3,000 options, will be finally granted provided that the  
performance condition described below is fulfilled.  
The continued employment condition states that the termination of  
the employment contract will result in the employee losing the right  
to exercise the options.  
– For each grantee of more than 50,000 options, other than  
the Chairman and Chief Executive Officer:  
-
The first 3,000 options, two-thirds of the options above the first  
3,000 options and below the first 50,000 options, and one-third  
of the options above the first 50,000 options, will be finally  
granted to their beneficiary;  
For the 2010 plan, the Board of Directors decided that:  
For each grantee of up to 3,000 options, other than the  
Chairman and Chief Executive Officer, the options will be finally  
granted to their beneficiary.  
288  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
-
The outstanding options, that is one-third of the options above  
the first 3,000 options and below the first 50,000 options, and  
two-thirds of the options above the first 50,000 options will be  
finally granted provided that the performance condition is  
fulfilled.  
In addition, the Board of Directors decided that, for the Chief  
Executive Officer, the number of share subscription options finally  
granted will be subject to two performance conditions:  
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  
The performance condition states that the number of options finally  
granted is based on the average of the Return On Equity (ROE) of  
the Group. The average ROE is calculated by the Group based  
on TOTAL’s consolidated balance sheet and statement of income  
for fiscal years 2010 and 2011. The acquisition rate:  
is equal to zero if the average ROE is less than or equal to 7%;  
7% and less than 18%, and is equal to 100% if the average ROE  
varies on a straight-line basis between 0% and 100% if the  
average ROE is more than or equal to 7% and less than 18%;  
and  
is more than or equal to 18%.  
– For 50% of the share subscription options granted, the  
performance condition states that the number of options  
awarded 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 100% if the average ROACE is more than or equal  
to 15%.  
is equal to 100% if the average ROE is more than or equal  
to 18%.  
In addition, as part of the 2010 plan, the Board of Directors decided  
that the number of share subscription options finally granted to the  
Chairman and Chief Executive Officer will be subject to two  
performance conditions:  
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. The average  
ROE is calculated by the Group based on TOTAL’s consolidated  
balance sheet and statement of income for fiscal years 2010 and  
For the 2008 plan, the Board of Directors decided that, for each  
beneficiary of more than 25,000 options, one third of the options  
in excess of this number will be finally granted subject to a  
performance condition. 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:  
2011. 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
1
% and 100% if the average ROE is more than 7% and less than  
8%, and is equal to 100% if the average ROE is more than or  
equal to 18%.  
For 50% of the share subscription options granted, the  
performance condition states that the number of options finally  
granted is based on the average Return on Average Capital  
Employed (ROACE) of the Group. The average ROACE is  
calculated by the Group based on TOTAL’s consolidated balance  
sheet and statement of income for fiscal years 2010 and 2011.  
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  
– is equal to zero if the ROE is less than or equal to 10%;  
varies on a straight-line basis between 0% and 80% if the ROE is  
more than 10% and less than 18%;  
– varies on a straight-line basis between 80% and 100% if the ROE  
is more than or equal to 18% and less than 30%; and  
is equal to 100% if the ROE is more than or equal to 30%.  
1
5%, and is equal to 100% if the average ROACE is more than  
Due to the application of the performance condition, the acquisition  
rate was 60% for the 2008 plan.  
or equal to 15%.  
For the 2009 plan, the Board of Directors decided that for each  
beneficiary, other than the Chief Executive Officer, of more than  
As a consequence, 88,532 options were canceled.  
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 states that the final 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  
2
010. 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 or equal to 7% and less than 18%;  
and  
is equal to 100% if the average ROE is more than or equal  
to 18%.  
Registration Document 2010. TOTAL  
289  
Appendix 3 – TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
TOTAL share purchase option plans  
2
000 Plan(a)  
2001 Plan(b)  
2002 Plan(c)  
Total  
Weighted-  
average  
exercise  
price  
Date of the Shareholders’ Meeting  
Grant date(d)  
05/21/1997 05/17/2001 05/17/2001  
07/11/2000 07/10/2001 07/09/2002  
Exercise price until May 23, 2006 included(e)  
Exercise price since May 24, 2006(e)  
Expiry date  
40.68  
40.11  
42.05  
41.47  
39.58  
39.03  
07/11/2008 07/10/2009 07/09/2010  
Number of options(f)  
Outstanding as of January 1, 2008  
3,142,188  
5,150,258  
7,063,183 15,355,629  
40.07  
Awarded  
Canceled  
Exercised  
-
-
-
-
-
40.09  
40.10  
(480,475)  
(2,661,713)  
(3,652)  
(455,180)  
(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  
Awarded  
Canceled  
Exercised  
-
-
-
-
(4,650,446)  
(40,980)  
-
-
-
41.47  
39.21  
(7,920) (4,658,366)  
(507,676)  
(548,656)  
5,935,261  
-
Outstanding as of January 1, 2010  
-
-
5,935,261  
39.03  
Awarded  
Canceled(g)  
Exercised  
-
-
-
-
-
-
-
-
39.03  
39.03  
(4,671,989) (4,671,989)  
(1,263 272) (1,263 272)  
Outstanding as of December 31, 2010  
-
-
-
-
-
(
(
(
a) 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 grant. This plan expired on July 11, 2008.  
b) 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 grant. This plan expired on July 10, 2009.  
c) Options were exercisable, subject to a continued employment condition, after a 2-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 grant. This plan expired on July 9, 2010.  
d) The grant date is the date of the Board meeting awarding the options.  
(
(
e) Exercise price is 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 effective as of May 24, 2006.  
(f) The number of options awarded, outstanding, canceled 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.  
(g) Out of the 4,671,989 options canceled in 2010, 4,671,145 options that were not exercised expired due to the expiry of the 2002 purchase option plan on July 9, 2010.  
Exchange guarantee granted to the holders  
of Elf Aquitaine share subscription options  
of the “Prospectus for the purpose of listing Arkema shares on  
Eurolist by Euronext in connection with the allocation of Arkema  
shares to 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.  
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).  
This exchange guarantee expired on September 12, 2009, due to  
the expiry of the Elf Aquitaine share subscription option plan No. 2  
of 1999. Subsequently, no Elf Aquitaine shares are covered by  
the exchange guarantee.  
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  
290  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
TOTAL restricted share grant  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
Total  
Date of the Shareholders’ Meeting  
Grant date(a)  
Final grant date (end of vesting period  
Transfer possible from  
05/17/2005 05/17/2005 05/17/2005 05/16/2008 05/16/2008 05/16/2008  
07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009 09/14/2010  
07/20/2007 07/19/2008 07/18/2009 10/10/2010 09/16/2011 09/15/2012  
07/20/2009 07/19/2010 07/18/2011 10/10/2012 09/16/2013 09/15/2014  
Number of restricted shares  
Outstanding as of January 1, 2008  
-
2,263,956  
2,363,057  
-
-
-
4,627,013  
Awarded  
Canceled  
Finally granted(b)(c)  
-
-
-
2,791,968  
(19,220)  
-
-
-
-
-
-
-
2,791,968  
(89,706)  
(2,223,310)  
2,840  
(2,840) (2,220,134)  
(43,822)  
(29,504)  
(336)  
Outstanding as of January 1, 2009  
-
-
2,333,217  
2,772,748  
-
-
5,105,965  
Awarded  
Canceled  
Finally granted(b)(c)  
-
-
-
-
(9,672)  
(600)  
2,972,018  
(5,982)  
-
-
-
-
2,972,018  
(23,222)  
(2,326,249)  
1,928  
(1,928)  
2,922  
(2,922) (2,320,799)  
(12,418)  
Outstanding as of January 1, 2010  
-
-
-
2,762,476  
2,966,036  
-
5,728,512  
Awarded  
-
1,024  
(1,024)  
-
-
-
-
(9,796)  
(1,904)  
3,010,011 3,010,011  
(8,738) (1,127,386)  
(636) (1,656,164)  
Canceled(d)  
3,034  
(3,034)  
552 (1,113,462)  
(552) (1,649,014)  
Finally granted(b)(c)  
Outstanding as of December 31, 2010  
-
-
-
-
2,954,336  
3,000,637  
5,954,973  
(
a) The grant date is the date of the Board of Directors meeting that awarded the shares, except for the shares awarded by the Board of Directors at their meeting of September 9, 2008,  
and granted on October 9, 2008.  
(b) Restricted shares finally granted following the death of their beneficiaries (2007 plan for fiscal year 2008; 2008 plan for fiscal year 2009; 2009 plan for fiscal year 2010).  
(c) Including restricted shares finally granted for which the entitlement right had been canceled erroneously.  
(d) Out of the 1,113,462 canceled rights to the grant share under the 2008 plan, 1,094,914 entitlement rights were canceled due to the performance condition. The acquisition rate  
for the 2008 plan was 60%.  
The restricted shares, which are 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 a continued employment condition and a performance condition.  
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.  
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 greater than or equal to 7% and less than 18%;  
and  
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.  
– is equal to 100% if the average ROE is greater than or equal  
to 18%.  
For the 2008 plan, the Board of Directors decided 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 based on the consolidated  
accounts published by TOTAL for the fiscal year preceding the final  
grant. The acquisition rate:  
For the 2010 plan, the Board of Directors decided 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 calculated  
by the Group based on TOTAL’s consolidated balance sheet and  
statement of income for fiscal years 2010 and 2011. The  
acquisition rate:  
is equal to zero if the ROE is less than or equal to 10%;  
is equal to zero if the average ROE is less than or equal to 7%;  
varies on a straight-line basis between 0% and 80% if the ROE is  
greater than 10% and less than 18%;  
varies on a straight-line basis between 0% and 100% if the  
average ROE is more than 7% and less than 18%; and  
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  
is equal to 100% if the average ROE is more than or equal  
to 18%.  
is equal to 100% if the ROE was greater than or equal to 30%.  
For the 2009 plan, the Board of Directors decided 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 states that the number of shares finally  
granted is based on the average ROE as published by the Group  
and calculated based on the Group’s consolidated balance sheet  
Due to the application of the performance condition, the acquisition  
rate was 60% for the 2008 plan.  
As a consequence, entitlement rights to 1,094,914 shares were  
canceled.  
Registration Document 2010. TOTAL  
291  
Appendix 3 – TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
Global free TOTAL share plan  
vesting period. The shares are not subject to any performance  
condition. 1,508,850 shares were awarded to employees from  
countries with a 2+2 scheme (2-year vesting period followed by  
a 2-year mandatory holding period) and 1,070,650 shares were  
awarded to employees in countries with a 4+0 scheme (4-year  
vesting period and no mandatory holding period), representing a  
total of 2,579,500 shares. Following the vesting period, the shares  
awarded will be new shares.  
The Board of Directors approved at its meeting on May 21, 2010  
the implementation and conditions of a global free share plan  
intended for the Group employees, that is more than 100,000  
employees in 124 countries. On June 30, 2010, entitlement rights  
to 25 free shares were granted to every employee. The final grant  
is subject to a continued employment condition during the plan’s  
2
010 Plan  
2010 Plan  
(4+0)  
Total  
(2+2)  
Date of the Shareholders’ Meeting  
Grant date(a)  
Final grant date (end of vesting period)  
Transfer possible from  
05/16/2008 05/16/2008  
06/30/2010 06/30/2010  
07/01/2012 07/01/2014  
07/01/2014 07/01/2014  
Number of free shares  
Outstanding as of January 1, 2010  
Awarded  
Canceled  
Finally granted(b)  
1,508,850  
(125)  
1,070,650 2,579,500  
(75)  
-
(200)  
(75)  
(75)  
Outstanding as of December 31, 2010  
1,508,650  
1,070,575  
2,579,225  
(
(
a) The June 30, 2010, grant was decided by the Board of Directors on May 21, 2010.  
b) Final grant following the death or disability of the beneficiary of the shares.  
24) Others  
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  
(M)  
2010  
2009  
2008  
Number of people  
Direct or indirect compensation  
Pension expenses(a)  
26  
20.8  
12.2  
-
27  
19.4  
10.6  
-
30  
20.4  
11.9  
-
Other long term benefits  
Benefits for termination of employment  
Share-based payments (restricted shares)  
-
1.6  
-
1.3  
-
2.2  
(
a) The benefits of the 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 113.8 million provisioned as of December 31, 2010 (compared to 96.6 million as of December 31, 2009, and  
98 million as of December 31, 2008).  
The compensation paid to members of the Board of Directors for directors’ fees amounted to 0.96 million in 2010 (compared to 0.97 million  
in 2009 and 0.83 million in 2008).  
Sinking of the Erika  
TOTAL has appealed the verdict of January 16, 2008. In the  
meantime, it nevertheless proposed to pay third parties who so  
requested definitive compensation as determined by the court.  
Forty-one third parties have been compensated for an aggregate  
amount of 171.5 million. By a decision dated March 30, 2010,  
the Court of Appeal of Paris upheld the lower court verdict  
pursuant to which TOTAL S.A. was convicted of marine pollution  
and fined 375,000.  
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. 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.  
TOTAL decided to file an appeal in the French Supreme Court  
(Cour de cassation) in this respect. The classification firm and the  
ship’s owner and manager were also convicted of marine pollution.  
However, the Court of Appeal ruled that TOTAL S.A. bears no civil  
292  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Other financial information concerning the parent company 11  
liability according to the applicable international conventions.  
The third parties that are still in the procedure appealed this ruling.  
TOTAL S.A. believes that, based on the information currently  
available, the case should not have a significant impact on  
TOTAL S.A.’s financial situation or results.  
5
. Other financial information  
concerning the parent company  
5.1. Subsidiaries and affiliates  
As of December 31, 2010  
M)  
% of share  
capital  
owned by  
the company  
Share  
capital  
Other  
shareholders’  
equity  
Book value  
Loans &  
advances  
Sales  
Net Dividends Commitments  
(
of investments  
income  
paid  
&
contingencies  
gross  
net  
Filiales  
Cray Valley S.A.  
Daja 79 S.A.S.  
Elf Aquitaine  
Omnium Insurance  
Reinsur. CIE  
100.0  
100.0  
100.0 2,166  
70  
152  
28  
-
24,203  
69  
152  
45,787  
114  
69  
152  
45,787  
114  
-
-
-
438  
5
-
-
-
-
-
-
-
-
7,373  
2,469  
100.0  
30  
482  
-
301  
112  
49  
-
Total China  
Investment Ltd  
Total Chimie  
Total E&P Canada  
Total E&P Golfe  
Holdings Ltd  
100.0  
100.0  
100.0 1,336  
130  
930  
(1)  
12,532  
(383)  
124  
13,117  
1,274  
105  
13,117  
1,274  
-
-
-
272  
-
357  
21  
277  
(117)  
-
-
-
-
-
1,501  
100.0  
65.8  
-
6
(4)  
4,856  
2,855  
1,118  
2,855  
1,118  
-
-
-
-
(3)  
4,591  
-
-
-
Total E&P Holdings  
Total Énergie  
1,652  
Développement  
Total Gasandes S.A.  
Total Gaz &  
100.0  
100.0  
46  
1
(1)  
57  
62  
150  
47  
3
-
-
1
-
(2)  
2
-
-
-
6
Énergies Nouvelles Hld  
Total Gestion USA  
Total Holdings Europe  
Total Outre Mer  
Total Raffinage  
Marketing  
Total Refining  
Saudi Arabia S.A.S.  
Other  
100.0  
100.0 3,969  
53.2  
100.0  
330  
69  
-
9,270  
243  
330  
3,969  
4,446  
95  
330  
3,969  
4,446  
95  
-
-
-
-
-
-
-
21  
-
1,665  
234  
-
-
-
-
-
-
65  
77  
1,399  
120  
2,811  
59.6  
624  
(690)  
2,632  
2,632  
80  
-
28,219  
(917)  
-
1,000  
100.0  
-
80  
-
15  
-
80  
909  
107  
-
-
21  
-
-
-
633 7,550(a)  
808  
57,069  
Total  
-
-
-
77,283  
76,826  
7,657  
-
-
6,497  
59,576(b)  
(
(
a) Including Total Finance for 4,651 million and Total Treasury for 1,961 million.  
b) Including 51,065 million concerning Total Capital for debenture loan emission program and short-term financing.  
Registration Document 2010. TOTAL  
293  
Appendix 3 – TOTAL S.A.  
11  
Other financial information concerning the parent company  
5.2. Investment portfolio  
As of December 31, 2010  
Par value  
)  
Number  
of shares  
outstanding  
Number  
of shares  
held by  
Percentage  
of capital  
owned by  
TOTAL S.A.  
Gross value  
(
(K)  
TOTAL S.A.  
Investments in subsidiaries and affiliates (Companies)  
Bostik Holdings S.A.  
Bostik S.A.  
Cray Valley S.A.  
Daja 69 S.A.S.  
Daja 76 S.A.S.  
Daja 79 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 106 S.A.S.  
Daja 107 S.A.S.  
Daja 112 S.A.S.  
Daja 113 S.A.S.  
Daja 114 S.A.S.  
Daja 115 S.A.S.  
Daja 116 S.A.S.  
Daja 117 S.A.S.  
Daja 118 S.A.S.  
Daja 119 S.A.S.  
Daja 120 S.A.S.  
Daja 121 S.A.S.  
Daja 122 S.A.S.  
Daja 123 S.A.S.  
Daja 124 S.A.S.  
Elf Aquitaine  
2.50  
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  
8.00  
133,978,760  
5,321,361  
4,593,167  
5,000  
5,000  
15,233,000  
5,000  
766,291  
512,696  
4,593,161  
5,000  
5,000  
15,233,000  
5,000  
0.57  
9.63  
6,044  
49,595  
69,315  
50  
50  
152,330  
50  
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  
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  
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  
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  
5,000  
5,000  
50  
270,708,015  
133,500  
100,030  
2,420  
270,707,955  
14,836  
99,630  
140  
45,786,844  
3,859  
1,519  
384  
81  
1,505  
28,268  
48,274  
55,238  
3,120  
26,810  
300  
13,116,545  
50  
Eurotradia International  
Gie Fost  
Le Monde Entreprises  
Le Monde S.A.  
Raffinerie de Strasbourg  
Société Financière Auteuil  
Sté Languedocienne Micron Couleurs  
Septentrion Participations  
Sté Pipe Line Sud-Européen  
Total Activités Maritimes  
Total Capital  
22.47  
15.24  
1,676.94  
1.00  
96,800,842  
420,000  
500,000  
35,000  
698,273  
1,500,000  
1,523,360  
30,000  
60,016,646  
5,000  
37,158  
70,000  
499,997  
34,988  
698,273  
95,808  
1,523,355  
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  
16.00  
10.00  
10.00  
10.00  
2.00  
10.00  
10.00  
10.00  
10.00  
Total Chimie  
Total Coopération Technique Mexique  
Total E&P Activités Pétrolières  
Total E&P Colombie  
Total E&P Guyane Française  
Total E&P Holdings Chile  
Total E&P Holdings  
Total E&P Koblandy  
Total E&P Mahakam Hilir  
Total E&P Mentawai  
Total E&P Montélimar  
50,000  
5,000  
5,000  
49,995  
5,000  
5,000  
1,410  
50  
100.00  
100.00  
100.00  
65.83  
100.00  
100.00  
100.00  
100.00  
50  
44,000  
2,955,229  
5,000  
44,000  
1,945,303  
5,000  
440  
1,117,902  
50  
5,000  
5,000  
5,000  
5,000  
5,000  
5,000  
50  
50  
50  
294  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Other financial information concerning the parent company 11  
As of December 31, 2010 (continued)  
Par value  
)  
Number  
of shares  
outstanding  
Number  
of shares  
held by  
Percentage  
of capital  
owned by  
TOTAL S.A.  
Gross value  
(
(K)  
TOTAL S.A.  
Total E&P North-East Aru  
Total E&P North-West Sumatra  
Total E&P Orenoque  
Total E&P Senyiur  
Total E&P South Mahakam Hilir  
Total E&P Telen  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
10.00  
16.00  
10.00  
16.00  
10.00  
10.00  
10.00  
10.00  
0.05  
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  
53.16  
50  
50  
50  
50  
50  
5,000  
5,000  
5,000  
5,000  
50  
50  
Total E&P Yakin  
Total Énergie Développement  
Total Énergie Solaire Concentrée  
Total G&P Ventures  
Total Gaz & Énergies Nouvelles Holding  
Total Gestion USA  
2,892,500  
5,000  
2,892,500  
5,000  
62,154  
50  
2,500  
2,500  
194  
32,978,838  
396,936,608  
5,000  
32,978,838  
396,936,600  
5,000  
5,764,000  
692,415,903  
35,056  
179,995  
766,291  
49,600,004  
8,004,000  
5,000  
329,788  
3,969,367  
50  
Total GLNG Australia  
Total Holding Allemagne  
Total Holdings Europe  
Total Lubrifiants  
5,764,000  
1,302,415,903  
888,056  
180,000  
60,289,910  
83,163,738  
8,004,000  
5,000  
57,640  
4,445,631  
15,794  
95,349  
18,959  
2,632,060  
80,040  
50  
30.50  
430.00  
3.33  
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  
1,300,977  
177,061  
5,000  
15,000  
11,700  
1,300  
50  
257  
178  
130  
Trois Vallées S.A. HLM  
Vigéo  
0.73  
Total 1  
72,179,624  
Investments in French companies whose gross value is between 15,240 and 45,730  
Gross value  
712  
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  
5,102,314  
5,103,034  
Total 2  
Total 1+2  
77,282,658  
Marketable securities  
Equity securities  
476,610  
476,610  
Total 3  
Total (1+2+3)  
77,759,268  
Registration Document 2010. TOTAL  
295  
Appendix 3 – TOTAL S.A.  
11  
Other financial information concerning the parent company  
5.3. Five-year financial data  
Share capital at year-end  
(K)  
2010  
2009  
2008  
2007  
2006  
Share capital  
Number of common shares outstanding(a)  
5,874,102  
5,871,057  
5,929,520  
5,988,830  
6,064,420  
2,349,640,931 2,348,422,884 2,371,808,074 2,395,532,097 2,425,767,953  
Number of future shares to issue:  
share subscription options(a)  
Elf Aquitaine options and shares  
covered by the exchange guarantee(a)  
global free share plan  
49,267,826  
45,828,769 42,965,666 39,440,217 36,044,355  
-
-
-
610,086  
-
841,776  
-
1,158,900  
-
2,579,225  
Operation and income for the year  
(K)  
2010  
2009  
2008  
2007  
2006  
Net commercial sales  
Employee profit sharing  
8,347,108  
48,000  
6,246,165  
35,000  
9,970,955  
42,000  
7,904,504  
38,000  
8,549,605  
30,000  
Net income  
5,840,088  
4,425,753  
10,265,841  
5,384,541  
4,881,300  
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  
Retained earnings before appropriation  
Income available for appropriation  
Dividends (including interim dividends)  
Retained earnings  
Dividend per share  
()  
2010  
2009  
2008  
2007  
2006  
Income after tax,  
before depreciation, amortization and provisions(a)(b)  
Net income(a)(b)  
Net dividend per share(a)  
2.90  
2.60  
2.28  
2.68  
2.52  
2.28  
2.87  
2.67  
2.28  
3.06  
2.54  
2.07  
2.38  
2.27  
1.87  
Employees  
(K)  
2010  
2009  
2008  
2007  
2006  
Average number of employees during the year(c)  
Total payroll for the year  
Social security and other staff benefits  
6,809  
815,269  
311,114  
6,595  
881,515  
312,973  
6,311  
666,686  
282,040  
6,027  
605,374  
258,875  
5,731  
561,524  
245,755  
(
(
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 persons in 2005-Exemption from activity: 6 individuals in 2006, 29 individuals in 2007, 50 individuals in 2008,  
74 individuals in 2009 and 79 individuals in 2010.)  
5.4. Allocation of 2010 income  
(Net dividend proposed: 2.28 per share)  
()  
Income of the year  
Retained earnings before appropriation  
5,840,087,629.74  
4,425,753,676.68  
Total available for allocation  
10,265,841,306.42  
Interim dividends:  
paid in 2010 (2.337.483.079 x 1.14)  
to be paid in 2011 (maximal amount)(a)  
2,664,730,710.06  
27,539,951.28  
Balance of dividends to be paid in 2011  
2,692,270,661.34  
2
010 dividends  
5,384,541,322.68  
4,881,299,983.74  
Retained earnings  
Total allocated  
10,265,841,306.42  
(a) (2,361,640,931 - 2,337,483,079) x 1.14.  
296  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Other financial information concerning the parent company 11  
5.5. Statement of changes in share capital for the past five years  
For the year ended  
K)  
Cash contributions  
Successive  
amounts  
of nominal  
capital  
Cumulative  
number  
of shares  
(
Par value  
Issue/  
conversion  
premium  
2006  
Changes in capital  
Exercise of share subscription options  
Options covered by the exchange guarantee  
Capital increase reserved for Group employees  
Four-for-one stock split  
Capital decrease  
Exercise of share subscription options  
Options covered by the exchange guarantee  
453  
315  
27,853  
-
5,582  
6,601  
436,182  
-
6,151,616 615,161,601  
6,151,931 615,193,065  
6,179,784 617,978,395  
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  
(117,550) (2,341,947)  
1,670  
516  
21,046  
10,389  
2
007  
008  
Changes in capital  
Options covered by the exchange guarantee  
Exercise of share subscription options  
Capital decrease  
788  
6,135  
(82,513) (1,651,038)  
16,862  
76,196  
6,065,208 2,426,083,265  
6,071,343 2,428,537,097  
5,988,830 2,395,532,097  
2
Changes in capital  
Options covered by the exchange guarantee  
Exercise of share subscription options  
Capital increase reserved for Group employees  
Capital decrease  
569  
2,945  
12,176  
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  
(75,000) (1,565,629)  
2
009  
010  
Changes in capital  
Options covered by the exchange guarantee  
Exercise of share subscription options  
Capital decrease  
1,200  
2,337  
(62,000) (1,160,212)  
17,179  
29,996  
5,930,720 2,372,288,104  
5,933,057 2,373,222,884  
5,871,057 2,348,422,884  
2
Changes in capital  
Exercise of share subscription options  
3,045  
37,875  
5,874,102 2,349 640,931  
Registration Document 2010. TOTAL  
297  
Appendix 3 – TOTAL S.A.  
11  
Social and environmental information  
6. 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, 2001 (known as the “NRE” law), the Company must  
provide information on how it accounts for the social and  
environmental consequences of 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 operations  
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 that deals with the Group’s  
activities overall and their social and environmental consequences,  
and describes the performances and objectives of the Group as a  
whole in this respect.  
6.1. Social  
The social information given below only concern TOTAL S.A. unless otherwise stated.  
1) Changes in the number of employees  
As of December 31,  
2010  
2009  
2008  
TOTAL S.A. employees  
Men  
Women  
4,816  
2,057  
4,745  
1,973  
4,584  
1,881  
Total  
6,873  
6,718  
6,465  
Women represented 30% of TOTAL S.A. employees as of  
December 31, 2010; this proportion has risen steadily over the last  
three years.  
these differentials in October 2010 and also provides for access to  
job opportunities, training and career development, as well as  
balanced professional and personal life. It also set principles for  
matching the rate of women hired with that of women graduating  
from schools and universities with training programs relevant to the  
Group’s scope of operations, increasing the hiring of women as  
part of work-study programs, ensuring the career development of  
women, granting an entitlement of eight paid working days for both  
adoption and maternity, covering childcare costs during training or  
off-site assignments, and maintaining the level of an employee’s  
salary during 60 calendar days in the event of parental leave to tend  
for a sick or disabled child or victim of a serious accident.  
A European agreement on equal opportunity was signed by the  
Group on November 21, 2005. This agreement affirms the Group’s  
commitments to promoting, expanding and guaranteeing diversity  
and equal treatment for employees, from recruitment to the end of  
the employment contract.  
Another agreement for equal opportunities between men and  
women was signed in May 4, 2010. This agreement follows up on  
the results from a survey on wage differentials between men and  
women, in particular for TOTAL S.A.’ scope. It plans for adjusting  
Average age and seniority of TOTAL S.A. employees  
2010  
2009  
2008  
Average age  
Men  
Women  
Men  
44.5  
42.9  
17.1  
16.7  
44.5  
42.7  
17.3  
16.6  
44.9  
42.6  
17.6  
16.7  
Average seniority  
Women  
Mobility at TOTAL S.A.  
2010  
2009  
2008  
External mobility  
Open-ended contract  
Fixed-term contract  
262  
244  
178  
341  
230  
171  
383  
233  
180  
Internal mobility  
Total  
684  
742  
796  
298  
TOTAL. Registration Document 2010  
Appendix 3 – TOTAL S.A.  
Social and environmental information 11  
Employees leaving TOTAL S.A.  
2010  
2009  
2008  
Resignations  
33  
0
3
30  
0
6
66  
0
8
Layoffs for economic reasons  
Dismissals for other reasons  
Conventional breach  
End of fixed-term contract  
Retirement  
End of trial period  
Death  
Job change  
Other(a)  
6
9
-
232  
166  
2
13  
49  
0
217  
169  
0
6
55  
0
203  
118  
5
5
61  
0
Total  
504  
492  
466  
(a) PRC/PRI (Early retirement by own election or for organizational reasons).  
Retirement leaves are stable and resignations stand at a very low level (0.4% of workforce).  
There have been neither layoffs nor employment protection schemes in 2010 at TOTAL S.A.  
Outside workers  
2010  
2009  
2008  
Number of contractors present as of December 31  
Average monthly number of temporary staff  
3,270  
99.31  
3,022  
100.05  
2,586  
92.52  
Service providers present on sites are mainly employed for general purposes and IT.  
2) Management of economic impact on jobs  
The Company is growing its business and hiring remains sound, especially in the Exploration & Production and Gas & Power divisions.  
3) Work schedule and organization  
The annual working time for full-time employees is 207 days for Engineers and Executives and 1,573 hours over 207 days for Technical and  
Administrative Staff and Workers.  
Work schedule organization  
2010  
2009  
2008  
Full time  
Part time  
Team work (3 x 8 employees shift)  
6,555  
272  
46  
6,413  
253  
52  
6,159  
263  
43  
Absenteeism - number of days of absence  
2010  
2009  
2008  
Illness and convalescence  
On-the-job or commuting accident  
Maternity  
18,387  
515  
9,424  
17,555  
334  
8,623  
15,832  
429  
7,445  
Total  
28,326  
26,512  
23,706  
4) Compensation  
Changes in compensation - TOTAL S.A.  
2010  
2009  
2008  
Average per annum ()  
71,780  
70,075  
69,895  
These figures correspond to the annual gross payroll for employees present in 2010, including fixed-base salary and seniority bonus but  
excluding any other bonus.  
Registration Document 2010. TOTAL  
299  
Appendix 3 – TOTAL S.A.  
11  
Social and environmental information  
Average monthly compensation - TOTAL S.A  
()  
Men  
Women  
Senior engineers and executives  
Engineers and executives  
Foremen and other supervisors  
Clerical and technical staff  
Workers  
9,120  
4,959  
3,009  
2,202  
1,943  
8,571  
4,604  
2,912  
2,159  
-
These figures correspond to the average monthly payroll for employees present in 2010, including fixed-base salary and seniority bonus  
but excluding any other bonus.  
Aggregate payroll expenses - TOTAL S.A.  
2010  
2009  
2008  
Payroll expenditure (B)  
Added value (B)  
Ratio  
1.119  
3.244  
0.34  
1.188  
2.644  
0.45  
0.943  
4.109  
0.23  
Average amount of profit-sharing and incentives per employee  
Average  
amount  
Average  
amount  
2008  
Average  
amount  
2007  
() (Scope of the agreement)  
2009  
Profit-sharing  
Incentives  
406  
5,053  
753  
5,920  
1,188  
5,200  
Total  
5,459  
6,673  
6,388  
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). Incentives and profit-  
sharing for 2009 was distributed in May 2010 pursuant to the  
June 26, 2009, incentive and profit-sharing agreement related to  
fiscal years 2009, 2010 and 2011. As for previous agreements,  
amounts available for profit sharing are linked to the performance  
An amendment to the Total Group Savings Plan (PEGT) dated  
March 15, 2002, was signed on December 9, 2010, and includes  
an additional 200 matched at 100% by a funding from the Group  
(representing global additional annual savings of 400). This new  
agreement demonstrates the Group’s intention to contribute, as  
part of a partnered and voluntary approach, to developing  
employee savings to support employees in a number of projects  
including buying a home, paying children’s studies or preparing  
for retirement.  
(ROE) of the Group as a whole. Pursuant to this agreement and  
according to published results, the total amount of profit-sharing  
and incentives paid for fiscal 2009 represented 8.8% of the  
aggregate cumulative payroll for these companies, i.e., nearly  
In 2010, TOTAL also implemented a free share plan intended  
for the Group employees, i.e., more than 100,000 employees in  
124 countries. On June 30, 2010, every employee was granted  
106.1 million. Part of this amount is distributed equally and part  
entitlement rights to 25 free shares following a 2- to 4-year vesting  
period. With these programs in place, TOTAL strengthens the  
employees’ corporate values and gets them involved in the Group’s  
performance.  
proportionally among the employees.  
5) Health and Safety  
On-the-job accidents for TOTAL S.A. employees  
2010  
2009  
2008  
Number of accidents  
Frequency rate (%)  
13  
1.202  
11  
1.041  
8
0.787  
Expenditure on Health & Safety - TOTAL S.A.  
()  
2010  
2009  
2008  
3,639,616  
4,020,130  
4,148,094  
300  
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Appendix 3 – TOTAL S.A.  
Social and environmental information 11  
6) Training  
Number of TOTAL S.A. employees who has been provided training  
2010  
,055  
2009  
2008  
4
3,405  
3,836  
Training expenses remained sound and involved all employees. Training is focused on four areas:  
sharing TOTAL’s corporate values, in particular with respect to ethics and HSE;  
increasing technical skills and maintaining a high level of operating performance;  
promoting employees’ integration and career development through induction, management and personal development trainings;  
supporting the Group’s diversity and mobility policy through linguistic and intercultural trainings.  
Remote and combined remote/on-site trainings strongly contribute to this approach.  
7) Employment of workers with a disability  
Number of employees with a disability - TOTAL S.A.  
2010  
08  
2009  
2008  
1
108  
98  
This initiative continued in 2010 with the signature of a multi-year collective bargaining agreement and partnerships with relevant  
associations.  
In addition to promoting the direct hiring of disabled individuals and partnering with the protected sector through quantified objectives set in  
both fields, the Group intends to heightening awareness of disability in-house (brochures, awareness campaigns, training of management)  
and outside the company (recruitment forum, information and communication actions designed for student, etc.) and promotes the hiring,  
professional training and retaining of employees with a disability.  
8) Charitable support  
Committees budget  
()  
2010  
2009  
2008  
14,921,181  
14,143,009 13,212,418  
Since 2003, TOTAL S.A. has been a member of the Unité Économique et Sociale (UES) together with Elf Exploration Production.  
The committees’ budget in 2010 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  
2010  
2009  
2008  
Number of negotiation meetings concerning TOTAL S.A.  
Number of collective bargaining agreements signed concerning TOTAL S.A.  
28  
13  
30  
8
31  
9
The collective bargaining agreements signed in 2010 notably concern the free share grant, holiday vouchers, contingency, equal opportunity  
between men and women, employees’ savings, disabled employees, employees elections, establishment committee and central works  
council operation, and wages.  
Registration Document 2010. TOTAL  
301  
Appendix 3 – TOTAL S.A.  
11  
Social and environmental information  
6.2. Environment  
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 business, notably  
the environmental objectives of its subsidiaries outside France.  
Information System project and will be completed in 2011.  
Furthermore, a guide designed to help the management of  
industrial sites in addressing biodiversity issues was spread  
among the Group. Biodiversity observatories were set up near  
some of the Group’s sites, notably in France and Yemen, with  
the support of the scientific community. Analysis of the feedback  
from these pilot sites is underway.  
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.  
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 standardize  
the methodologies on which these studies rely are taken at each  
business unit.  
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 Corporate  
Social Responsibility report includes detailed information on how  
the Group’s business units conduct their environmental policies.  
As part of this evaluation and prevention approach, projects,  
once they have started up, are subject to regular environmental  
monitoring.  
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 2009 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.  
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  
environmental performance and circulates this information at its  
sites, taking into account the particular features relevant to it.  
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. TOTAL 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.  
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.  
The ten principles fall into three broad categories: the industrial  
business itself, employees and third parties:  
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. Verification that these risks and impacts are taken  
into account and that necessary prevention, correction and  
compensation measures in case of an accident are 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.  
In addition, TOTAL has inaugurated in January 2010 the carbon  
capture and storage pilot plant that had started up in 2009 at  
its Lacq site in southwestern France. The CCS pilot has been  
operating since that date. In addition, TOTAL has partnered  
with other industrials and French and European research  
institutes in the France-Nord project to route and store carbon  
dioxide. This project was selected by the ADEME (French  
Agency for the Environment and Energy Control). This project  
will result in studying the feasibility of locating in a sedimentary  
basin in the north/center of France a carbon dioxide transport  
and storage pilot plant that would be used by a number of  
carbon-emitting industries.  
These actions to reduce greenhouse gas are detailed in the  
Group’s Corporate Social Responsibility report.  
This procedure for the evaluation and prevention of risks, prior  
to 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. It is also based on health impact analyses and  
takes into account end-of-life issues for products and facilities.  
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 propose  
Close attention is also given to biological diversity, especially in  
areas of particular ecological sensitivity, identified with the  
support of scientific organizations. Based on information  
collected by the United Nations Environment Program (UNEP),  
the mapping of the Group’s major sites with respect to these  
sensitive areas was carried out as part of a Geographic  
302  
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Appendix 3 – TOTAL S.A.  
Social and environmental information 11  
to their clients a number of products and services that improve  
the overall environmental and energy balance compared with  
similar products and services sold in the market. At year-end  
functions. In 2010, the Industrial Safety Department circulated in  
the Group 12 golden rules for safety (available in ten languages)  
and implemented a program to heighten employees’ awareness  
and assimilation of these rules as part of a strengthened safety  
culture within the Group.  
2010; twenty-one products and services (Marketing and  
Chemicals) were “Total Ecosolutions” labeled. The Corporate  
label received the award for the best innovation of the year from  
the European Plastic Product Manufacturer.  
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 are addressed  
in an atmosphere of constructive dialogue and transparency.  
In 2010, the Group’s Senior Vice President Legal Affairs and the  
Chairman of the Ethics Committee cosigned a notice intended  
for Purchasing officers in order to remind them of the  
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. These guides were spread and  
implemented in 2010 in the Group’s business units. As part of  
these programs, Group-wide technical standards were set for the  
treatment of soil and groundwater contamination and served as a  
basis to draft framework-agreements used for service contracts  
with respect to soil remediation and water decontamination.  
requirement to communicate to their suppliers and contractors  
the Group’s fundamental business principles and actions that  
are included in the Code of Conduct.  
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 Corporate Social  
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 at the relevant sites and feedbacks  
are systematically given. 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.  
Responsibility report, were launched. This approach is intended  
to become more widespread depending on the experience on  
the ground. Various tools designed for the Group’s management  
(CSR guidelines, Stakeholder Relationship Management 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 intends to develop its  
business in harmony with the neighboring communities by  
seeking to know the perception of its stakeholders and  
Following BP’s accident in the Gulf of Mexico in 2010, TOTAL  
geared up to learn lessons from the disaster, analyze the  
potential risks for its operations in the light of these events  
and make recommendations to improve safety in deep-offshore  
environments, leading to the creation of three task forces.  
The first task force is focused on the safety of deep-offshore  
drilling operations (well architecture, equipment, personnel  
training), the second is focused on deep-offshore capture  
operations (recovery solutions in the case of loss of containment)  
and the third intends to strengthen the Group’s preparation  
for fighting major pollution. Recommendations were made as  
part of these task forces and action plans were launched.  
expectation and build action plans for those that are challenging.  
The structure of the Group’s entities ensures that they constantly  
and effectively take into account environmental and safety  
concerns in all their operations. At the Corporate level, the  
Sustainable Development & Environment and Industrial  
Safety Divisions, whose managers are members of the Group’s  
Management Committee, spread the Group’s policy with  
respect to the environment and safety and coordinate on shared  
initiatives to promote exchanges and synergies between  
business units.  
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  
Corporate Social Responsibility report.  
The departments in charge of sustainable development,  
environment and industrial safety within the business units  
convey to their subsidiaries, which 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.  
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 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 is also in place. The business units also offer numerous  
trainings appropriate for the various staff responsible for these  
Registration Document 2010. TOTAL  
303  
Appendix 3 – TOTAL S.A.  
11  
Social and environmental information  
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 being standardized within the Group.  
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.  
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 third audit report, which was  
conducted in 2010 and attached to the Group’s 2009 Corporate  
Social Responsibility report, focused on 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.  
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, 92% of such sites are so certified. More  
than 280 of the Group’s sites worldwide are ISO 14001-certified.  
304  
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Appendix 3 – TOTAL S.A.  
Consolidated financial information for the last five years 11  
7
. Consolidated financial information  
for the last five years  
7.1. Summary consolidated balance sheet for the last five years  
As of December 31  
2010  
IFRS  
2009  
IFRS  
2008  
IFRS  
2007  
IFRS  
2006  
IFRS  
(M)  
ASSETS  
Non-current assets  
85,512  
77,996  
71,252  
65,303  
62,436  
Intangible assets  
Property, plant and equipment  
Other non-current assets  
8,917  
54,964  
21,631  
7,514  
51,590  
18,892  
5,341  
46,142  
19,769  
4,650  
41,467  
19,186  
4,705  
40,576  
17,155  
Current assets  
56,936  
49,757  
47,058  
48,238  
42,787  
Inventories  
Other current assets  
15,600  
41,336  
13,867  
35,890  
9,621  
37,437  
13,851  
34,387  
11,746  
31,041  
Assets held for sale or exchange  
Total assets  
1,270  
-
-
-
-
143,718  
127,753  
118,310  
113,541  
105,223  
LIABILITIES  
Shareholders’ equity, Group share  
Minority interests and preferred shares  
Provisions and other non-current liabilities  
Non-current financial debt  
60,414  
857  
21,216  
20,783  
40,251  
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  
Current debt  
Liabilities from assets held for sale or exchange  
Total liabilities  
197  
-
-
-
-
143,718  
127,753  
118,310  
113,541  
105,223  
Registration Document 2010. TOTAL  
305  
Appendix 3 – TOTAL S.A.  
11  
Consolidated financial information for the last five years  
7.2. Consolidated statement of income for the last five years  
As of December 31  
2010  
IFRS  
2009  
IFRS  
2008  
IFRS  
2007  
IFRS  
2006  
IFRS  
(M)  
Sales  
Operating expenses  
Depreciation and amortization of tangible assets  
Other income and expense  
Cost of net debt  
159,269  
(131,963)  
(8,421)  
496  
131,327  
(109,521)  
(6,682)  
(286)  
179,976  
(150,534)  
(5,755)  
(185)  
158,752  
(128,026)  
(5,425)  
204  
153,802  
(124,617)  
(5,055)  
86  
(334)  
(398)  
(527)  
(539)  
(364)  
Other financial income and expense  
Equity share of net income from affiliates  
Income tax  
35  
1,953  
(10,228)  
298  
1,642  
(7,751)  
403  
1,721  
(14,146)  
369  
1,775  
(13,575)  
315  
1,693  
(13,720)  
Net income from continuing operations  
(
Group excluding Arkema)  
10,807  
-
8,629  
-
10,953  
-
13,535  
-
12,140  
(5)  
Net income from discontinued operations (Arkema)  
Consolidated net income  
Minority interests  
10,807  
236  
8,629  
182  
10,953  
363  
13,535  
354  
12,135  
367  
Net income  
10,571  
8,447  
10,590  
13,181  
11,768  
306  
TOTAL. Registration Document 2010  
Glossary  
A
Concession contract  
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.  
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  
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.  
Condensate  
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.  
Appraisal (delineation)  
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.  
Conversion  
Refining operation aiming at transforming heavy products (heavy  
fuel oil) into lighter or less viscous ones (oils, jet fuels, etc.)  
Cost oil/Cost gas  
B
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  
Barrel  
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.  
(“recoverable” costs).  
Barrel of Oil Equivalent (BOE)  
Cracking/cracker  
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.  
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.  
Brent  
Quality of crude (38° API) produced in the North Sea, at the Brent  
fields.  
D
Buyback  
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.  
(
To) Debottleneck  
Action of increasing the throughput capacity of a refinery.  
Desulfurization  
The process of eliminating or reducing sulfur from oil usually  
through chemical reactions.  
Development  
Operations carried out to bring an oil or gas field on stream.  
C
Capacity of treatment (refinery throughput)  
Annual capacity for the treatment of crude oil by atmospheric  
distillation units at a refinery.  
Distillates  
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.  
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.  
F
FPSO : Floating production, storage  
and off loading  
Floating integrated offshore unit comprising the equipment used to  
produce, process and store hydrocarbons and off load them  
directly to an offshore oil tanker.  
Cogeneration  
Simultaneous generation of electrical and thermal energies from a  
combustible source (gas, fuel oil or coal).  
Registration Document 2010. TOTAL  
307  
H
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.  
Hydrocarbons  
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.  
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).  
L
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.  
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 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.  
M
Mineral interests  
Profit oil/Profit gas  
The rights to explore for and/or to produce oil and gas in a specific  
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.  
area for a fixed period. Covers the concepts of “permit”, “license”,  
“title”, etc.  
N
Natural gas  
R
Mixture of gaseous hydrocarbons, composed mainly of methane.  
Refinery  
Plant where crude oil is separated and transformed into marketable  
O
products.  
Reserves  
Oil and gas exploration  
All operations carried out to reveal the existence of oil and gas  
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.  
deposits, to prepare for their production.  
Operator  
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.  
Operated production  
Developed Reserves  
Quantity of oil and gas produced on fields operated by the Group.  
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.  
P
Proved reserves (1P reserves)  
Permit  
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:  
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  
(
“exploitation” permit).  
– Developed proved reserves are those that can be recovered with  
existing facilities and without significant additional investment;  
Production plateau  
Expected average stabilized level of production for a field following  
the production build-up.  
Undeveloped proved reserves are those that can be recovered  
with new investments (surface facilities, wells, etc.).  
308  
Registration Document 2010. TOTAL  
Proved and probable reserves (2P reserves)  
Sum of proved reserves and probable reserves. The 2P reserves  
are the median quantities of oil and gas recoverable from fields that  
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.  
Reserve life  
Ratio of proved reserves at the end of the year to the production  
sold during the past year.  
Resources  
Sum of proved and probable reserves and contingent resources  
(
(
mean quantities potentially recoverable from known accumulations)  
Society of Petroleum Engineers - 03/07).  
S
Seismic  
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.  
T
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
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.  
Upgrader  
Refining unit where petroleum products, such as heavy oils, are  
upgraded through a cracking process.  
W
Well  
Hole drilled underground for oil exploration and operation.  
Registration Document 2010. TOTAL  
309  
310  
Registration Document 2010. TOTAL  
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.  
Persons responsible . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .i  
Statutory auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100  
Selected financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 to 5  
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63 to 80, 147 to 151  
Information about the issuer  
5
5
5
5
5
.1.  
History and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8  
.1.1. Legal and business name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8, 158  
.1.2. Place of registration and registration number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8, 158  
.1.3. Incorporation date of and issuer’s length of life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8, 158  
.1.4. Domicile, legal form, applicable legislation, country of incorporation  
registered office’s address and telephone number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8, 158  
.1.5. Business development’s main events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 to 45  
5
5
5
5
5
.2.  
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45 and 46  
.2.1. Main investments for the three last fiscal years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45 and 46, 61  
.2.2. Main investments in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45 and 46, 61  
.2.3. Main contemplated investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45 and 46, 61  
6.  
Business overview  
6.1.  
6.2.  
6.3.  
6.4.  
6.5.  
Main activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4, 9 to 45  
Main markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4, 9 to 45  
Exceptional factors having influenced the main activities or main markets . . . . . . . . . . . . . . . . . . . . . . . . . .9 to 45, 55 and 56  
Dependency from certain contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75 and 76  
Competitive position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8 and 9, 35 and 36, 38, 40, 79  
7.  
Organizational structure  
7
7
.1.  
.2.  
Issuer’s position within the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47  
Main subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47, 250 and 251  
8.  
Property, plants and equipment  
8
8
.1.  
.2.  
Most significant tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 to 45, 47, 196 and 197  
Environmental issues concerning the most significant tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .47, 302 to 304  
9.  
Operating and financial review  
9
9
9
9
9
.1.  
.2.  
Financial condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 to 4, 52 to 57  
Operating results  
.2.1. Significant factors affecting the income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52 to 57, 61  
.2.2. Discussion and analysis of material changes in net sales or revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52 to 57  
.2.3. External factors that had (or could have) material impact on business operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52 to 57, 61  
Registration Document 2010. TOTAL  
311  
10.  
Capital resources  
10.1. Information concerning capital resources (both short and long term) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57  
10.2. Sources, amounts and description of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57 and 58, 170  
10.3. Borrowings and funding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58, 65 to 71  
10.4. Restrictions on use of capital resources, having materially impact on business operations . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
10.5. Anticipated sources of funds for main contemplated investments,  
including major encumbrances on most significant tangible fixed assets . . . . . . . . . . . . . . . . . . . . . .47, 58, 170, 196 and 197  
1
1.  
2.  
Research and development, patents and licences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59 and 60  
Trend information  
1
12.1. Main trends in production, sales and inventory, and in costs and selling prices,  
since the end of the last fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61, 151  
2.2. Known trends, uncertainties, demands, commitments or events  
1
that might have a material effect on prospects for the current fiscal year . . . . . . . . . . . . . . . . . . .45 and 46, 61, 64 to 71, 151  
1
3.  
4.  
Profit forecasts or estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
1
Administrative, management, and supervisory bodies and senior management  
1
1
4.1. Information concerning members of the administrative and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . .82 to 87, 99  
4.2. Conflicts of interests, arrangement/understanding for appointments,  
restrictions on disposals of equity interests held in the share capital of the issuer . . . . . . . .87, 94, 106 and 107, 122 and 123  
15.  
Remuneration and benefits  
1
1
5.1. Remuneration paid, and benefits in kind granted by the issuer and its subsidiaries . . . . . . . . . . . . . . . .101 to 103, 108 to 111  
5.2. Amounts set aside or accrued for pension, retirement or similar benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . .104 and 105, 222  
16.  
Board practices  
16.1. Expiration date of current term of offices, and commencement date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82 to 87  
16.2. Contracts with the issuer or any of its subsidiaries providing for benefits upon contract’s termination . . . .104 and 105, 109  
16.3. Information about the audit committee and compensation committee of the issuer . . . . . . . . . . . . . . . . . . . . . . .90 and 91, 93  
16.4. Compliance with the corporate governance regime applicable in France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .87  
17.  
Employees  
17.1. Headcount at the end of the 3 last fiscal years;  
breakdown by geographic location and by segment of activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5, 121, 298 and 299  
7.2. Shareholdings and stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5, 106 and 107, 112 and 113, 118 to 123  
7.3. Agreements for employees’ equity stake in the capital of the issuer . . . . . . . . . . . . . . . . . . . . . . .106 and 107, 121 to 123, 161  
1
1
18.  
Major shareholders  
18.1. Shareholdings above thresholds that must be notified (known shareholdings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .137 to 139  
18.2. Major shareholders’ voting rights above their equity interest in the share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .137, 159  
18.3. Control performed by one or several shareholders over the issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
18.4. Agreement, known to the issuer, whose performance might subsequently  
result in a change in control of the issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
19.  
Related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139, 222  
312  
Registration Document 2010. TOTAL  
20.  
Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses  
2
0.1. Historical financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146  
Appendix 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .165 to 251  
Appendix 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .271 to 297, 305 and 306  
0.2. Pro forma financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
0.3. Consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .appendix 1 (165 to 251)  
0.4. Auditing of historical annual financial information  
2
2
2
2
2
0.4.1. Auditing of historical financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146, 166, 274  
0.4.2. Other information contained in the registration document  
which has been audited by the auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94 to 96, 98, 102 to 105, 272 to 274  
0.4.3. Financial data contained in the registration document  
2
and not extracted from the issuer’s audited financial statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146, 263 to 268  
0.5. Age of latest audited financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .December 31, 2010  
0.6. Interim and other financial information  
2
2
2
0.6.1. Quarterly or half yearly financial information  
established since the date of the last audited financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
0.6.2. Interim financial information covering the first six months of the fiscal year  
2
which follows the end of the last audited fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
0.7. Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .130, 147  
0.8. Legal and arbitration proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .147 to 151  
0.9. Significant change in the financial or business situation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 to 47, 52 to 61, 151  
2
2
2
21.  
Additional information  
2
2
2
2
2
2
1.1. Share capital  
1.1.1. Issued and authorized share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .154 and 155, 282  
1.1.2. Shares not representing capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
1.1.3. Treasury shares and shares held by issuer’s subsidiaries . . . . . . . . . . . . . . . . . . . .132 to 135, 137 and 138, 157, 205, 282 and 283  
1.1.4. Securities giving later access to the share capital of the issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .157  
1.1.5. Terms of any acquisition right and/or commitment in respect of authorized  
but non-issued capital, or of any increase of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122  
1.1.6. Equity stake in any group’s member, submitted to an option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
1.1.7. History of the issuer’s share capital for the 3 last fiscal years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .157 and 158, 282, 297  
1.2. Articles of incorporation and by-laws  
1.2.1. Issuer’s objects and purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .158  
1.2.2. Provisions of by-laws concerning the members of the administrative, management and supervisory bodies . . . . . . . . .87 to 92, 159  
1.2.3. Rights, preferences and restrictions for each class of the existing shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159 and 160  
1.2.4. Actions necessary to change the rights of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161  
1.2.5. Calling-up of shareholders’ meetings, and admittance prerequisites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .138, 143, 160 and 161  
1.2.6. Provisions of by-laws, charter or rules of the issuer that might delay,  
2
2
2
2
2
2
2
2
2
postpone or prevent a change of control of the issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159 to 161  
1.2.7. Threshold above which shareholdings must be disclosed by virtue of the by-laws . . . . . . . . . . . . . . . . . . . . . . . . .137 and 138, 161  
1.2.8. Conditions more stringent than legal ones regarding changes in the share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .n/a  
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22.  
23.  
24.  
25.  
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  
Documents on display . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .162  
Information on holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .151, 162 and 163, 250 and 251, 293 to 295  
Registration Document 2010. TOTAL  
313  
314  
Registration Document 2010. TOTAL  
PEFC/10-31-1494  
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2
9
, place Jean Millier - La Défense 6  
2400 Courbevoie - France  
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