Registration Document 2012  
Contents  
1. Key figures  
8. General information  
1
2
. Operating and market data . . . . . . . . . . . . . . . . . . . . .1  
. Selected financial information . . . . . . . . . . . . . . . . . . .2  
1. Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .176  
2. Articles of incorporation and by-laws;  
other information . . . . . . . . . . . . . . . . . . . . . . . . . . .180  
3
4
. Other matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .183  
. Documents on display . . . . . . . . . . . . . . . . . . . . . . .184  
2. Business overview  
1. History and strategy of TOTAL . . . . . . . . . . . . . . . . . .8  
2. Upstream segment . . . . . . . . . . . . . . . . . . . . . . . . . . . .9  
3. Refining & Chemicals segment . . . . . . . . . . . . . . . . .37  
4. Marketing & Services segment . . . . . . . . . . . . . . . . .46  
5. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51  
6. Organizational structure . . . . . . . . . . . . . . . . . . . . . . .52  
7. Property, plant and equipment . . . . . . . . . . . . . . . . .53  
8. Organization chart as of December 31, 2012 . . . . .54  
5. Information on holdings . . . . . . . . . . . . . . . . . . . . . .184  
9
. Consolidated Financial Statements  
1. Statutory auditor’s report on the  
Consolidated Financial Statements . . . . . . . . . . . .188  
2. Consolidated statement of income . . . . . . . . . . . . .189  
3. Consolidated statement  
of comprehensive income . . . . . . . . . . . . . . . . . . . .190  
4
5
. Consolidated Balance Sheet . . . . . . . . . . . . . . . . . .191  
. Consolidated statement of cash flow . . . . . . . . . . .192  
3
4
5
. Management Report  
1. Summary of results and financial position . . . . . . . .58  
2. Liquidity and capital resources . . . . . . . . . . . . . . . . .63  
3. Research & Development . . . . . . . . . . . . . . . . . . . . .65  
4. Trends and outlook . . . . . . . . . . . . . . . . . . . . . . . . . . .68  
6. Consolidated statement of changes  
in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . .193  
7. Notes to the Consolidated Financial Statements . .194  
1
0. Supplemental oil and gas information  
. Risk factors  
(unaudited)  
1. Financial risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70  
2. Industrial and environmental risks . . . . . . . . . . . . . . .78  
3. Other risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81  
4. Insurance and risk management . . . . . . . . . . . . . . . .89  
1. Oil and gas information pursuant to FASB  
Accounting Standards Codification 932 . . . . . . . . .286  
. Other information . . . . . . . . . . . . . . . . . . . . . . . . . . .302  
2
1
1. TOTAL S.A.  
. Corporate governance  
1
2
3
. Statutory auditor’s report on regulated  
agreements and commitments . . . . . . . . . . . . . . . .306  
. Statutory auditor’s report on  
the annual financial statements . . . . . . . . . . . . . . . .308  
. Statutory Financial Statements of TOTAL S.A.  
as parent company . . . . . . . . . . . . . . . . . . . . . . . . . .309  
. Notes to the Statutory Financial Statements . . . . .313  
. Other financial information concerning  
1
. Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code) . . .92  
(
2. Statutory auditor’s report (Article L. 225-235  
of the French Commercial Code) . . . . . . . . . . . . . . .120  
. General Management . . . . . . . . . . . . . . . . . . . . . . . .121  
. Statutory auditors . . . . . . . . . . . . . . . . . . . . . . . . . . .122  
. Compensation for the administration  
3
4
5
4
5
and management bodies . . . . . . . . . . . . . . . . . . . . .123  
. Employees, share ownership . . . . . . . . . . . . . . . . . .142  
the parent company . . . . . . . . . . . . . . . . . . . . . . . . .328  
. Consolidated financial information  
6
6
for the last five years . . . . . . . . . . . . . . . . . . . . . . . .331  
6. TOTAL and its shareholders  
1. Listing details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146  
2. Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150  
3. Share buybacks . . . . . . . . . . . . . . . . . . . . . . . . . . . .152  
4. Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .156  
5. Information for foreign shareholders . . . . . . . . . . . .160  
6. Investor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . .162  
12. Social and environmental information  
1. Employee policy . . . . . . . . . . . . . . . . . . . . . . . . . . . .334  
2. Safety, health and environment information . . . . . .339  
3. Community development information . . . . . . . . . . .347  
4. Other social, community development  
and environmental information . . . . . . . . . . . . . . . .353  
. Third party assurance report . . . . . . . . . . . . . . . . . .355  
5
7. Financial information  
1. Historical financial information . . . . . . . . . . . . . . . .168  
2. Audit of the historical financial information . . . . . .168  
3. Other information . . . . . . . . . . . . . . . . . . . . . . . . . . .168  
4. Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . .169  
5. Legal and arbitration proceedings . . . . . . . . . . . . .169  
6. Significant changes . . . . . . . . . . . . . . . . . . . . . . . . .173  
Glossary  
359  
363  
Cross reference lists  
Registration Document 2012  
including the annual financial report  
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 as referenced in the cross reference list included on page 367 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, 2012, is included on page 188  
of 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 166 of the 2010 Document de référence (Registration Document), filed with the French  
Financial Markets Authority (Autorité des marchés financiers) on March 28, 2011 contains a technical remark.”  
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, 2013 pursuant to Article 212-13 of its general regulations. It may be used in connection  
with a financial operation if supplemented by a prospectus which will have received the visa of the French Financial Markets Authority.  
This document has been drawn up by the issuer and is binding for its signatories.  
Registration Document 2012. TOTAL  
i
Abbreviations  
b:  
cf:  
barrel  
cubic feet  
per day  
per year  
euro  
/
/
d:  
y:  
:
$
and/or dollar: U.S. dollar  
metric ton  
t:  
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 (direct current)  
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. 5,434 cf of gas* in 2012.  
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 2013  
ii  
TOTAL. Registration Document 2012  
Key figures  
1
Key figures  
1. Operating and market data  
2012  
2011  
2010  
Brent ($/b)  
Exchange rate (-$)  
European Refinery Margin Indicator (ERMI)($/t)  
111.7  
1.28  
36.0  
111.3  
1.39  
17.4  
79.5  
1.33  
27.4  
Hydrocarbon production (kboe/d)  
Liquids (kb/d)  
Gas (Mcf/d)  
2,300  
1,220  
5,880  
2,346  
1,226  
6,098  
2,378  
1,340  
5,648  
Refinery throughput (kb/d)(a)  
Refined products sales (kb/d)(b)  
1,786  
3,403  
1,863  
3,639  
2,009  
3,776  
(
(
a) Includes share of CEPSA through July 31, 2011, and, starting October 2010, of TotalErg.  
b) Includes Trading.  
Registration Document 2012. TOTAL  
1
Fey 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  
(M)  
2012  
2011  
2010  
Sales  
200,061  
184,693  
159,269  
Adjusted operating income from business segments(a)  
Adjusted net operating income from business segments(a)  
24,986  
13,437  
24,409  
12,263  
19,797  
10,622  
Net income (Group share)  
Ajusted net income (Group share)(a)  
10,694  
12,361  
12,276  
11,424  
10,571  
10,288  
Fully-diluted weighted-average shares (millions)  
Adjusted fully-diluted earnings per share (euros)(a)(b)  
Dividend per share (euros)(c)  
2,267  
5.45  
2.34  
2,257  
5.06  
2.28  
2,244.5  
4.58  
2.28  
Net-debt-to-equity ratio (as of December 31)  
Return on Average Capital Employed (ROACE)(d)  
Return on Equity (ROE)  
21%  
16%  
18%  
23%  
16%  
18%  
22%  
16%  
19%  
Cash flow from operations  
Investments(e)  
Divestments  
22,462  
22,943  
5,871  
19,536  
24,541  
8,578  
18,493  
16,273  
4,316  
(
a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value from January 1, 2011, and, through June 30, 2010,  
excluding TOTAL’s equity share of adjustments related to Sanofi.  
(
(
(
(
b) Based on fully-diluted weighted-average number of common shares oustanding during the period.  
c) Dividend 2012: pending approval at the May 17, 2013 Annual Shareholders’ Meeting.  
d) Based on adjusted net operating income and average capital employed at replacement cost (excluding after-tax inventory effect).  
e) Including acquisitions.  
2
TOTAL. Registration Document 2012  
Fey figures  
Selected financial information  
1
Sales  
Adjusted net income  
Group share)  
(
(M)  
2010  
2011  
2012  
(M)  
2010  
2011  
2012  
2
00,061  
12,361  
1
84,693  
11,424  
1
0,288  
1
59,269  
Adjusted net operating income  
from business segments  
Adjusted fully-diluted  
earnings per share  
(M)  
2010  
2011  
2012  
()  
2010  
2011  
2012  
1
3,437  
5.45  
5
.06  
1
2,263  
4
.58  
1
0,622  
11,186  
10,602  
8
,629  
,012  
Upstream  
Refining  
&
Chemicals  
1
1,414  
837  
Marketing  
848  
813  
981  
&
Services  
Investments  
Dividend per share  
(M)  
2010  
2011  
2012  
()  
2010  
2011  
2012  
2
4,541  
2
2,943  
2
.34(a)  
1
6,273  
2.28  
2.28  
(a) Subject to the approval by the Shareholders’ Meeting  
of May 17, 2013.  
Registration Document 2012. TOTAL  
3
Fey figures  
1
Selected financial information  
Upstream  
Oil and gas production  
Liquids and gas reserves  
(kboe/d)  
2010  
2011  
2012  
(Mboe)  
2010  
2011  
2012  
2
,378  
2,346  
11,423  
11,368  
2
,300  
1
0,695  
5
7
80  
512  
427  
5
,784  
5,686  
5
4
,987  
,708  
659  
713  
56  
Europe  
2
5
55  
70  
251  
493  
2
5
2
44  
27  
71  
Africa  
Americas  
Middle East  
Asia and CIS  
5,639  
5,682  
Liquids  
Gas  
3
50  
416  
Refining & Chemicals and Marketing & Services  
Refined product sales  
Refining capacity at year-end  
including Trading  
(kb/d)  
2010  
2011  
2012  
(kb/d)  
2010  
2011  
2012  
3
,776  
2,459  
3
,639  
3
,403  
2
,096  
2
,048  
2
1
,392  
2
,281  
2
,018  
2
,135  
1
,787  
1,742  
Europe  
Europe  
,384  
1,358  
1,385  
Rest of  
World  
Rest of  
World  
3
24  
309  
306  
Petrochemicals production  
capacity by geographic area  
at year end  
Marketing & Services  
refined products sales  
by geographic area in 2012  
(Kt)  
2012  
(Kb/d)  
2012  
2
1
0,900 Kt  
1,710 Kb/d  
Europe  
1,803 Kt  
Europe  
1,160 Kb/d  
Rest of World  
,097 Kt  
Rest of World  
9
550 Kb/d  
4
TOTAL. Registration Document 2012  
Fey figures  
Selected financial information  
1
Shareholder base  
Shareholder base by region  
Estimate as of December 31, 2012,  
excluding treasury shares  
Estimate as of December 31, 2012,  
excluding treasury shares  
(%)  
2012  
(%)  
2012  
France 28.5%  
(a)  
Group Employees 4.6%  
United Kingdom 10.0%  
Individual  
shareholders 8.4%  
Rest of  
Europe 22.0%  
Institutional  
shareholders 87.0%  
North  
America 29.6%  
Rest of World 9.9%  
(
a) Based on the definition of employee shareholding pursuant  
to Article L. 225-102 of the French Commercial code.  
Employees by business  
segment  
Employees by region(a)  
(a)  
(%)  
2012  
(%)  
2012  
Refining-Chemicals 52.5%  
Exploration  
France 36.0%  
&
Production 16.9%  
Gas & Power 1.7%  
Marketing  
Rest of Europe  
23.5%  
&
Services 21.6%  
Rest of World  
0.5%  
Trading  
Shipping 0.6%  
4
&
Corporate 1.5%  
New Energies 5.2%  
(
a) Consolidated companies.  
Workforce as of December 31, 2012: 97,126 employees.  
(a) Consolidated companies.  
Workforce as of December 31, 2012: 97,126 employees.  
Registration Document 2012. TOTAL  
5
6
TOTAL. Registration Document 2012  
2.Présentation des activités  
Business overview  
2
Business overview  
1.  
History and strategy of TOTAL  
8
1
1
.1.  
.2.  
History and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8  
Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8  
2.  
Upstream segment  
9
2
2
.1.  
.2.  
Exploration & Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10  
Gas & Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33  
3.  
Refining & Chemicals segment  
37  
3
3
.1.  
.2.  
Refining & Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37  
Trading & Shipping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43  
4.  
Marketing & Services segment  
46  
4
4
.1.  
.2.  
Marketing & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47  
New Energies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49  
5.  
Investments  
51  
5
5
.1.  
.2.  
Major investments over the 2010-2012 period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51  
Major investments anticipated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51  
6.  
Organizational structure  
52  
6
6
.1.  
.2.  
Position of the Company within the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52  
Company subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52  
7
.
.
Property, plant and equipment  
53  
54  
8
Organization chart as of December 31, 2012  
Registration Document 2012. 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. (hereafter referred to as “PetroFina” or “Fina”) and  
in early 2000, the Company acquired control of Elf Aquitaine S.A.  
(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, liquefied natural gas)  
and downstream (refining, petrochemicals, specialty chemicals,  
the trading and shipping of crude oil and petroleum products,  
marketing). In addition, TOTAL has equity stakes in coal mines and  
operates in the power generation and renewable energy sectors.  
(hereafter referred to as “Elf Aquitaine” or “Elf”).  
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 total.com.  
TOTAL S.A. is registered in France at the Nanterre Trade Register  
under the registration number 542 051 180.  
1.2. Strategy  
TOTAL’s activities lie at the heart of the two biggest challenges  
facing the world now and in future: energy supply and environmental  
protection. The Group’s responsibility as an energy producer  
is to provide optimum, sustainable management of these  
twin imperatives.  
– progressively expanding energy solutions and developing  
new energies to complement oil and gas;  
adapting its refining and petrochemical base to market changes,  
focusing on a small number of large, competitive platforms and  
maximizing the advantages of integration;  
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:  
developing its petroleum product marketing business, in  
particular in Africa, Asia and the Middle East, while maintaining  
the competitiveness of its operations in mature areas; and  
expanding hydrocarbon exploration and production activities  
and strengthening its worldwide position as one of the global  
leaders in the natural gas and LNG markets;  
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, 2012.  
8
TOTAL. Registration Document 2012  
 
Business overview  
Upstream  
2
2. Upstream segment  
TOTAL’s Upstream segment includes the activities of Exploration  
Production and Gas & Power. The Group has exploration and  
Production  
&
Hydrocarbon production  
2012  
2011  
2010  
production activities in more than fifty countries and produces  
oil or gas in approximately thirty countries. Gas & Power conducts  
activities downstream from production related to natural gas,  
liquefied natural gas (LNG) and liquefied petroleum gas (LPG),  
as well as power generation and trading, and other activities.  
Combined production (kboe/d)  
Liquids (kb/d)  
Gas (Mcf/d)  
2,300  
1,220  
5,880  
2,346  
1,226  
6,098  
2,378  
1,340  
5,648  
Europe 427 kboe/d  
Africa 713 kboe/d  
Effective July 1, 2012, the Upstream segment no longer includes  
the activities of New Energies, which are now reported with  
Marketing & Services. As a result, certain information has been  
restated according to the new organization.  
South America 182 kboe/d  
North America 69 kboe/d  
Asia - Pacific 221 kboe/d  
CIS 195 kboe/d  
2.3 Mboe/d of hydrocarbons produced in 2012  
11.4 Bboe of proved reserves as of December 31, 2012(1)  
Capital expenditure for 2012: 19.6 billion  
18,045 employees  
Middle East 493 kboe/d  
Upstream segment financial data  
Hydrocarbon production was 2,300 kboe/d in 2012, a decrease of  
(M)  
2012  
2011  
2010  
2% compared with 2011, essentially as a result of:  
Non-Group sales  
Adjusted operating income  
Adjusted net operating income  
22,143  
22,108  
11,186  
22,211  
22,609  
10,602  
18,526  
17,694  
8,629  
+4.5% for start-ups and ramp-ups from new projects;  
-4% for normal decline;  
+1.5% for changes in the portfolio, comprised essentially of an  
increased share of Novatek production and the impact of the sale  
of CEPSA and assets in the UK, France, Nigeria, and Cameroon;  
-2% for incidents at Elgin in the UK North Sea and Ibewa in Nigeria;  
-1.5% for disruptions related to security conditions in Yemen  
and the production shut-down in Syria, net of the positive effect  
of the return of production in Libya; and  
For the full year 2012, adjusted net operating income from  
the Upstream segment was 11,186 million compared with  
10,602 million in 2011, an increase of 6%. Expressed in dollars,  
adjusted net operating income from the Upstream segment  
was $14.4 billion, a decrease of 3% compared with 2011, explained  
mainly by the decrease in hydrocarbon production, since the  
increase in technical costs (as discussed below) was largely offset  
by the decrease in the effective tax rate for the Upstream segment.  
(6)  
-0.5% for price effect .  
Reserves  
(
2)  
Technical costs for consolidated subsidiaries, in accordance  
(3)  
(4)  
with ASC 932 , were 22.8 $/boe in 2012, compared with  
8.9 $/boe in 2011.  
As of December 31,  
2012  
2011  
2010  
1
Hydrocarbon reserves (Mboe)  
Liquids (Mb)  
11,368  
5,686  
11,423  
5,784  
10,695  
5,987  
(5)  
The Return on Average Capital Employed (ROACE ) for the  
Upstream segment was 18% in 2012 compared with 21% in 2011.  
Gas (Bcf)  
30,877  
30,717  
25,788  
Price realizations(a)  
2012  
2011  
2010  
Europe 1,706 Mboe  
Average liquids price ($/b)  
Average gas price ($/Mbtu)  
107.7  
6.74  
105.0  
6.53  
76.3  
5.15  
Middle East 1,910 Mboe  
Africa 3,000 Mboe  
(
a) Consolidated subsidiaries, excluding fixed margins. Effective first quarter 2012,  
over/under-lifting valued at market prices.  
TOTAL’s average liquids price and average gas price increased by  
% in 2012 compared with 2011.  
3
Asia - CIS 2,580 Mboe  
Americas 2,172 Mboe  
(
(
1) Based on a Brent crude price of $111.13/b.  
2) (Production costs + exploration expenses + depreciation, depletion and amortization  
and valuation allowances)/production of the year.  
3) FASB Accounting Standards Codification 932, Extractive industries – Oil and Gas.  
4) Excluding IAS 36 (impairment of assets).  
Proved reserves based on SEC rules (based on Brent at 111.13 $/b)  
were 11,368 Mboe at December 31, 2012. Based on the 2012  
average rate of production, the reserve life is 13 years. The 2012  
proved reserve replacement rate , based on SEC rules, was 93%.  
The 2012 organic proved reserve replacement rate(8) was 100% in a  
(
(
(
5) Calculated based on adjusted net operating income and average capital employed,  
using replacement cost.  
6) Impact of changing hydrocarbon prices on entitlement volumes.  
7) Change in reserves excluding production i.e. (revisions + discoveries,  
extensions + acquisitions – divestments) / production for the period.  
(7)  
(
(
(
8) The reserve replacement rate would be 100% in an environment with a constant  
10.96 $/b oil price, excluding acquisitions and divestments.  
9) Limited to proved and probable reserves covered by E&P contracts on fields that have  
constant price environment. At year-end 2012, TOTAL had a solid  
and diversified portfolio of proved and probable reserves(9)  
1
(
been drilled and for which technical studies have demonstrated economic development  
in a 100 $/b Brent environment, including projects developed by mining.  
10)Proved and probable reserves plus contingent resources (potential average recoverable  
representing more than 20 years of reserve life based on the 2012  
average production rate, and resources(10) representing more than  
45 years of production.  
(
reserves from known accumulations - Society of Petroleum Engineers - 03/07).  
Registration Document 2012. TOTAL  
9
 
 
Business overview  
2
Upstream  
2.1. Exploration & Production  
2
.1.1. Exploration and development  
TOTAL’s oil and gas reserves are consolidated annually, taking  
into account, among other factors, levels of production, field  
reassessments, additional reserves from discoveries and acquisitions,  
disposal of reserves and other economic factors. Unless otherwise  
indicated, any reference to TOTAL’s proved reserves, proved  
developed reserves, proved undeveloped reserves and production  
reflects the Group’s entire share of such reserves or such  
production. TOTAL’s worldwide proved reserves include the proved  
reserves of its consolidated subsidiaries as well as its proportionate  
share of the proved reserves of equity affiliates. For further  
information concerning changes in TOTAL’s proved reserves  
for the years ended December 31, 2012, 2011 and 2010, 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 77%  
of the 2,016 Mboe added to the Upstream segment’s proved  
reserves during the three-year period ended December 31, 2012  
(before deducting production and sales of reserves in place and  
adding any acquisitions of reserves in place during this period).  
The remaining 23% comes from revisions of previous estimates.  
The level of revisions during this three-year period was significantly  
impacted by the effects of the increase of the reference oil price  
“Supplemental Oil and Gas Information (Unaudited)” in Chapter 10.  
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.  
(from $59.91/b in 2009 to $111.13/b in 2012 for Brent crude)  
and the decrease of the U.S. onshore gas price (from $4.21/MBtu  
in 2011 to $2.85/MBtu in 2012 for Henry Hub), which together  
induced a substantial negative revision.  
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  
In 2012, the exploration investments of consolidated subsidiaries  
amounted to 2,634 million (including exploration bonuses  
included in the unproved property acquisition costs). Exploration  
investments were made primarily in Angola, the United Kingdom,  
the United States, Norway, Iraq, Nigeria, Brazil, Malaysia, the  
Republic of Congo and French Guiana. In 2011, the exploration  
investments of consolidated subsidiaries amounted to 1,629 million  
– 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)”  
in Chapter 10.  
(including exploration bonuses included in the unproved property  
acquisition costs). The main exploration investments were made in  
Norway, the United Kingdom, Angola, Brazil, Azerbaijan, Indonesia,  
Brunei, Kenya, French Guiana and Nigeria. In 2010, the exploration  
investments of consolidated subsidiaries amounted to 1,472 million  
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 2012, 2011 and 2010 were,  
respectively, $111.13/b, $110.96/b, and $79.02/b for Brent crude.  
(including exploration bonuses included in the unproved property  
acquisition costs) notably in Angola, Norway, Brazil, the United  
Kingdom, the United States, Indonesia, Nigeria and Brunei.  
The Group’s consolidated Exploration & Production subsidiaries’  
development investments amounted to 14 billion in 2012, primarily  
in Angola, Norway, Canada, Australia, Nigeria, the United Kingdom,  
Gabon, Kazakhstan, Indonesia, the Republic of the Congo, the  
United States and Russia. The Group’s consolidated Exploration  
As of December 31, 2012, TOTAL’s combined proved reserves of  
oil and gas were 11,368 Mboe (51% of which were proved developed  
reserves). Liquids (crude oil, condensates, natural gas liquids and  
bitumen) represented approximately 50% of these reserves and  
natural gas the remaining 50%. These reserves were located in  
Europe (mainly in Norway and the United Kingdom), in Africa  
(mainly in Angola, Gabon, Libya, Nigeria and the Republic of the  
Congo), in the Americas (mainly in Canada, Argentina and Venezuela),  
in the Middle East (mainly in Qatar, the United Arab Emirates and  
Yemen), and in Asia (mainly in Australia, Kazakhstan and Russia).  
& Production subsidiaries’ development investments amounted to  
10 billion in 2011, primarily in Angola, Nigeria, Norway, Kazakhstan,  
the United Kingdom, Australia, Canada, Gabon, Indonesia, the  
Republic of the Congo, the United States and Thailand. The Group’s  
consolidated Exploration & Production subsidiaries’ development  
investments amounted to 8 billion in 2010, mostly in Angola, Nigeria,  
Kazakhstan, Norway, Indonesia, the Republic of the Congo, the United  
Kingdom, the United States, Canada, Thailand, Gabon and Australia.  
2
.1.2. Reserves  
As of December 31, 2011, TOTAL’s combined proved reserves  
of oil and gas were 11,423 Mboe (53% of which were proved  
developed reserves). Liquids (crude oil, natural gas liquids and  
bitumen) represented approximately 51% of these reserves  
and natural gas the remaining 49%. These reserves were located  
in Europe (mainly in Italy, 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 Qatar,  
the United Arab Emirates and Yemen), and in Asia (mainly in  
Australia, Indonesia, Kazakhstan and Russia).  
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.  
10  
TOTAL. Registration Document 2012  
 
Business overview  
Upstream  
2
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  
As in 2011 and 2010, substantially all of the liquids production  
from TOTAL’s Upstream segment in 2012 was marketed by the  
Trading & Shipping division of TOTAL’s Refining & Chemicals  
segment (see table “Trading division’s supply and sales of crude oil”  
on paragraph 3.2.1. of the present Chapter).  
(
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),  
The majority of TOTAL’s natural gas production is sold under long  
term contracts. However, its North American production, and part  
of its production from the United Kingdom, Norway and Argentina,  
is sold on the spot market. The long-term contracts under which  
TOTAL sells its natural gas usually provide for a price related to,  
among other factors, average crude oil and other petroleum product  
prices, as well as, in some cases, a cost-of-living index. Though  
the price of natural gas tends to fluctuate in line with crude oil  
prices, a slight delay may occur before changes in crude oil prices  
are reflected in long-term natural gas prices. Due to the interaction  
between the contract price of natural gas and crude oil prices,  
contract prices are not usually affected by short-term market  
fluctuations in the spot price of natural gas.  
(
in the Middle East (mainly in Qatar, the United Arab Emirates  
and Yemen), and in Asia (mainly in Indonesia and Kazakhstan).  
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 25% of TOTAL’s  
reserves as of December 31, 2012). 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.  
Some of TOTAL’s long-term contracts, notably in Argentina,  
Indonesia, Nigeria, Norway, Qatar and Russia, 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 2013-2015 to be  
4,070 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).  
Furthermore, changes in the price used as a reference for the proved  
reserves estimation impact the volume of royalties in Canada and thus  
TOTAL’s share of proved reserves.  
Lastly, for any type of contract, a decrease of the reference price  
of petroleum products may involve a significant reduction of proved  
reserves.  
2.1.5. Production  
For the full year 2012, average daily oil and gas production was  
,300 kboe/d compared to 2,346 kboe/d in 2011. Liquids accounted  
2
for approximately 53% and natural gas for approximately 47%  
of TOTAL’s combined liquids and natural gas production in 2012.  
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.  
Registration Document 2012. TOTAL  
11  
Business overview  
2
Upstream  
2.1.6. Production by region  
2012  
2011  
2010  
Liquids  
kb/d  
Natural  
gas  
Mcf/d  
Total  
kboe/d  
Liquids  
kb/d  
Natural  
Total  
kboe/d  
Liquids  
kb/d  
Natural  
Total  
kboe/d  
gas  
gas  
Mcf/d  
Mcf/d  
Africa  
Algeria  
Angola  
Cameroon  
Gabon  
574  
6
172  
-
54  
62  
705  
90  
44  
-
19  
-
713  
23  
179  
-
57  
62  
517  
16  
128  
2
55  
20  
715  
94  
39  
1
17  
-
659  
33  
135  
3
58  
20  
616  
25  
157  
9
63  
55  
712  
87  
34  
2
20  
-
756  
41  
163  
9
67  
55  
Libya  
Nigeria  
The Congo, Republic of  
173  
107  
521  
31  
279  
113  
179  
117  
534  
30  
287  
123  
192  
115  
542  
27  
301  
120  
North America  
Canada(a)  
United States  
25  
12  
13  
246  
-
246  
69  
12  
57  
27  
11  
16  
227  
-
227  
67  
11  
56  
30  
10  
20  
199  
-
199  
65  
10  
55  
South America  
Argentina  
Bolivia  
Colombia  
Trinidad & Tobago  
Venezuela  
59  
12  
3
1
4
682  
394  
124  
23  
70  
71  
182  
83  
27  
6
16  
50  
71  
14  
3
5
4
648  
397  
118  
27  
47  
59  
188  
86  
25  
11  
12  
54  
76  
14  
3
11  
3
569  
381  
94  
34  
2
179  
83  
20  
18  
3
39  
45  
45  
58  
55  
Asia-Pacific  
Australia  
Brunei  
27  
-
2
1,089  
29  
221  
5
12  
1
27  
-
2
1,160  
25  
231  
4
13  
-
28  
-
2
1,237  
6
248  
1
14  
-
54  
7
56  
-
59  
-
China  
-
-
-
Indonesia  
Myanmar  
Thailand  
16  
-
9
605  
127  
267  
132  
16  
55  
18  
-
7
757  
119  
203  
158  
15  
41  
19  
-
7
855  
114  
203  
178  
14  
41  
CIS  
Azerbaijan  
Russia  
27  
4
23  
909  
64  
845  
195  
16  
179  
22  
4
18  
525  
57  
468  
119  
14  
105  
13  
3
10  
56  
54  
2
23  
13  
10  
Europe  
France  
197  
2
1,259  
58  
427  
13  
245  
5
1,453  
69  
512  
18  
269  
5
1,690  
85  
580  
21  
The Netherlands  
Norway  
United Kingdom  
1
159  
35  
184  
622  
395  
33  
275  
106  
1
172  
67  
214  
619  
551  
38  
287  
169  
1
183  
80  
234  
683  
688  
42  
310  
207  
Middle East  
United Arab Emirates  
Iran  
311  
233  
-
990  
70  
-
493  
246  
-
317  
226  
-
1,370  
72  
570  
240  
-
308  
207  
2
1,185  
76  
527  
222  
2
-
-
Iraq  
6
-
6
-
-
-
-
-
-
Oman  
Qatar  
Syria  
Yemen  
24  
38  
-
61  
560  
-
37  
139  
-
24  
44  
11  
12  
62  
36  
155  
53  
86  
23  
49  
14  
13  
55  
34  
164  
39  
66  
616  
218  
402  
639  
130  
285  
10  
299  
65  
Total production  
1,220  
5,880  
2,300  
1,226  
6,098  
2,346  
1,340  
5,648  
2,378  
Including production share  
of equity affiliates  
308  
1,635  
611  
316  
1,383  
571  
300  
781  
444  
Algeria  
-
-
-
-
7
61  
60  
364  
844  
299  
-
-
40  
237  
34  
74  
10  
4
44  
219  
22  
8
3
-
7
62  
62  
382  
465  
402  
10  
4
19  
7
45  
199  
22  
8
4
-
6
66  
55  
367  
-
20  
7
Colombia  
Venezuela  
United Arab Emirates  
Oman  
Qatar  
Russia  
38  
225  
23  
7
15  
-
45  
231  
34  
78  
95  
74  
46  
212  
32  
75  
-
171  
55  
9
-
-
-
Yemen  
283  
52  
(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 2012  
Business overview  
Upstream  
2
2.1.7. Presentation of production activities by region  
The table below sets forth, by country, TOTAL’s producing assets, the year in which TOTAL’s activities commenced, the Group’s interest in  
each asset and whether TOTAL is operator of the asset.  
TOTAL’s producing assets as of December 31, 2012(a)  
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
Africa  
Algeria  
1952  
1953  
Tin Fouye Tabankort (35.00%)  
Angola  
Girassol, Jasmim,  
Rosa, Dalia, Pazflor (Block 17) (40.00%)  
Cabinda Block 0 (10.00%)  
Kuito, BBLT, Tombua-Landana (Block 14) (20.00%)  
Oombo (Block 3/91) (50.00%)  
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%)  
Port Gentil Sud Marine (100.00%)  
Tchengue (100.00%)  
Torpille (100.00%)  
Torpille Nord Est (100.00%)  
Rabi Kounga (47.50%)  
Libya  
1959  
1962  
zones 15, 16 & 32 (75.00%)(b)  
zones 70 & 87 (75.00%)(b)  
zones 129 & 130 (30.00%)(b)  
zones 130 & 131 (24.00%)(b)  
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%)  
OML 138 (20,00%)  
Shell Petroleum Development Company (SPDC 10.00%)  
OML 118 - Bonga (12.50%)  
Registration Document 2012. TOTAL  
13  
Business overview  
2
Upstream  
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
The Congo,  
Republic of  
1928  
Kombi-Likalala-Libondo (65.00%)  
Moho Bilondo (53.50%)  
Nkossa (53.50%)  
Nsoko (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%)  
North America  
Canada  
1999  
1957  
Surmont (50.00%)  
United States  
Several assets in the Barnett Shale area (25.00%)(c)  
Several assets in the Utica Shale area (25.00%)(c)  
Chinook (33.33%)  
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  
San Alberto (15.00%)  
San Antonio (15.00%)  
Itaú (41.00%)  
Trinidad & Tobago  
Venezuela  
1996  
1980  
Angostura (30.00%)  
PetroCedeño (30.323%)  
Yucal Placer (69.50%)  
Asia-Pacific  
Australia  
2005  
1986  
2006  
Several assets in UJV GLNG (27.50%)(d)  
Brunei  
China  
Maharaja Lela Jamalulalam (37.50%)  
South Sulige (49.00%)  
14  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
Indonesia  
1968  
Bekapai (50.00%)  
Handil (50.00%)  
Peciko (50.00%)  
Sisi-Nubi (47.90%)  
South Mahakam (50.00%)  
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%)  
Commonwealth of Independant States  
Azerbaijan  
1996  
Shah Deniz (10.00%)  
Russia  
1991  
Kharyaga (40.00%)  
Several fields through the participation  
in Novatek (15.34%)  
Europe  
France  
1939  
1965  
Lacq (100.00%)  
Meillon (100.00%)  
Pécorade (100.00%)  
Lagrave (100.00%)  
Lanot (100.00%)  
Norway  
Atla (40.00%)  
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%)  
Islay (5.51%)(e)  
Kristin (6.00%)  
Kvitebjørn (5.00%)  
Mikkel (7.65%)  
Morvin (6.00%)  
Oseberg (14.70%)  
Oseberg East (14.70%)  
Oseberg South (14.70%)  
Registration Document 2012. TOTAL  
15  
Business overview  
2
Upstream  
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
Norway  
1965  
Sleipner East (10.00%)  
Sleipner West (9.41%)  
Snøhvit (18.40%)  
Tor (48.20%)  
Troll I (3.69%)  
Troll II (3.69%)  
Tune (10.00%)  
Tyrihans (23.18%)  
Vale (24.24%)  
Vilje (24.24%)  
Visund (7.70%)  
Visund South (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%)  
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%)  
L4a (55.66%)  
L4d (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%)(f)  
Forvie Nord (100.00%)  
Glenelg (49.47%)  
Islay (94.49%)(e)  
Jura (100.00%)  
West Franklin (EFOG 46.17%)(f)  
Bruce (43.25%)  
Markham unitized fields (7.35%)  
Keith (25.00%)  
16  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
Year of entry  
Operated  
Non-operated  
into the country  
(Group share in %)  
(Group share in %)  
Middle East  
U.A.E.  
1939  
Abu Dhabi-Abu Al Bu Khoosh (75.00%)  
Abu Dhabi offshore (13.33%)(g)  
Abu Dhabi onshore (9.50%)(h)  
GASCO (15.00%)  
ADGAS (5.00%)  
Irak  
1920  
1937  
Halfaya (18,75%)(i)  
Oman  
Various fields onshore (Block 6) (4.00%)(j)  
Mukhaizna field (Block 53) (2.00%)(k)  
Qatar  
1936  
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%)(l)  
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 (58.28%) and certain entities in Abu Dhabi and Oman (see notes (b) through (l) below).  
b) TOTAL’s stake in the foreign consortium.  
c) TOTAL’s interest in the joint venture with Chesapeake.  
d) TOTAL’s interest in the uncorporated Joint Venture.  
e) The field of Islay extends partially in Norway. Total E&P UK holds a 94.49% interest and Total E&P Norge holds a 5.51% interest.  
f) TOTAL has a 46.17% indirect interest in Elgin Franklin through its interest in EFOG.  
g) Through ADMA (equity affiliate), TOTAL has a 13.33% interest and participates in the operating company, Abu Dhabi Marine Operating Company.  
h) Through ADPC (equity affiliate), TOTAL has a 9.50% interest and participates in the operating company, Abu Dhabi Company for Onshore Oil Operation.  
i) TOTAL has an interest of 18.75% in the consortium.  
j) 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).  
k) TOTAL has a direct interest of 2.00% in Block 53.  
(
(
l) Operated by DEZPC, which is 50% owned by TOTAL and 50% owned by GPC. Following the extension of European Union sanctions against Syria on December 1, 2011,  
TOTAL has ceased its activities that contribute to oil and gas production in Syria. For further information on U.S and European restrictions relevant to TOTAL’s activities in Syria,  
see Chapter 4 “Risk factors”.  
Registration Document 2012. TOTAL  
17  
Business overview  
2
Upstream  
2
.1.7.1 Africa  
– On the ultra-deep offshore Block 32 (30%, operator), exploration  
work continues and the basic engineering studies are underway  
for the Kaombo project. These studies are expected to permit  
the development of the discoveries made in the southeast portion  
of the block through two FPSOs with an estimated capacity  
of 100 kb/d each. The calls for tender have been issued and  
the final decision on investment should be made in 2013.  
In 2012, TOTAL’s production in Africa was 713 kboe/d,  
representing 31% of the Group’s overall production,  
compared to 659 kboe/d in 2011 and 756 kboe/d in 2010.  
In Algeria, TOTAL’s production was 23 kboe/d in 2012, compared  
to 33 kboe/d in 2011 and 41 kboe/d in 2010. These declines  
in production were mainly due to the sale in July 2011 of TOTAL’s  
On Block 15/06 (15%), the development of a first production  
hub including the discoveries located in the northwest portion  
of the block began in early 2012.  
48.83% share in CEPSA. All of the Group’s production in Algeria  
now comes from the Tin Fouyé Tabenkort (TFT) field (35%).  
TOTAL also has stakes of 37.75% and 47% in the Timimoun  
and Ahnet gas development projects, respectively.  
TOTAL has operations on exploration Blocks 33 (55%, operator),  
7/06 (30%, operator), 25 (35%, operator), 39 (15%) and 40 (50%,  
1
On the TFT field, plateau production was maintained at 170 kboe/d.  
operator). The Group plans to drill for pre-salt targets in Blocks 25,  
39 and 40.  
Pursuant to the ALNAFT national agency approval, at end 2010,  
of the development plan, the Timimoun Group, the operator of  
the development and the exploitation of the field, has been  
created. The answers for the main tendering for the construction  
of the facility are being processed. A 3D seismic survey has started  
at year end 2012. Commercial gas production is scheduled to  
start up by the end of 2016, with anticipated plateau production  
TOTAL is also developing in LNG through the Angola LNG project  
(13.6%), which includes 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 now complete  
and start-up is expected mid-2013.  
3
of 1.6 Bm /y (160 Mcf/d).  
In Cameroon, TOTAL finalized in April 2011 the sale of its entire 75.8%  
stake in its Upstream subsidiary Total E&P Cameroun. Since that time,  
the Group no longer owns any exploration or production assets in  
the country. Production was 3 kboe/d in 2011 and 9 kboe/d in 2010.  
Under the Ahnet project, the technical section of a development  
plan was submitted to the authorities in July 2011. Discussions  
are underway with the project partners and the authorities.  
3
The anticipated plateau production is 4 Bm /y (400 Mcf/d)  
In Côte d’Ivoire, TOTAL is active in four deep offshore exploration  
as from the end of 2017.  
licenses.  
In Angola, the Group’s production was 179 kboe/d in 2012, compared  
with 135 kboe/d in 2011 and 163 kboe/d in 2010. Production  
comes mainly from Blocks 0, 14 and 17. Highlights of 2010  
to 2012 included the launch of the CLOV project in August 2010,  
the start-up of production on Pazflor in August 2011, several  
discoveries on Blocks 15/06 and 17/06 and, finally, the acquisition  
of interests in Blocks 25, 39 and 40 in the Kwanza basin.  
TOTAL is the operator of the CI-100 (60%) license and, since  
February 2012, the CI-514 (54%) license and also holds, since February  
2012, a stake in the CI-515 (45%) and CI-516 (45%) licenses.  
A comprehensive 3D seismic survey was conducted on the  
CI-100 license, and the first exploration drilling started at the  
beginning of January 2013. The 2,000 km license is located  
approximately 100 km southeast of Abidjan in water depths  
ranging from 1,500 m to 3,100 m.  
2
Deep-offshore Block 17 (40%, operator) is TOTAL’s principal  
asset in Angola. It is composed of four major zones: Girassol,  
Dalia, Pazflor, which are all in production, and CLOV, which  
is currently being developed.  
A 3D seismic survey campaign, covering the whole of the three  
licenses CI-514, CI-515 and CI-516, was completed in December  
2012. The data are currently being interpreted.  
Production on Pazflor, which comprises the Perpetua, Zinia,  
Hortensia and Acacia fields and which started in August 2011,  
was 196 kb/d in 2012.  
In Egypt, TOTAL signed a concession agreement in 2010 and became  
operator of Block 4 (East El Burullus Offshore). In January 2013,  
TOTAL sold a 40% interest in Block 4, but continues to operate  
this license with a 50% stake. The license, located in the Nile river  
basin where a number of gas discoveries have been made, covers  
a 4-year initial exploration period and includes a commitment to carrying  
The development of CLOV started in 2010 and will result in the  
installation of a fourth floating production, storage and offloading  
units (FPSOs) with a production capacity of 160 kb/d. Start-up  
of production is expected in 2014.  
out 3D seismic work and drilling exploration wells. Following the  
2
3
,374 km 3D seismic survey shot in 2011, drilling is under preparation  
On Block 14 (20%), production on the Tombua-Landana field  
started in 2009 and adds to production from the Benguela-  
Belize-Lobito-Tomboco and Kuito fields.  
and should start in 2013.  
In Gabon, the Group’s production was 57 kboe/d in 2012 compared  
to 58 kboe/d in 2011 and 67 kboe/d in 2010. The Group’s exploration  
and production activities in Gabon are mainly carried out by Total  
The development of the Lianzi (10%) field was approved in 2012.  
Located in the offshore unitization zone between Angola and the  
Republic of Congo, this field will be developed by  
a connection with the existing Benguela-Belize-Lobito-Tomboco  
platform (Block 14). Production start-up is expected in 2015.  
(1)  
Gabon , one of the Group’s oldest subsidiaries in sub-Saharan Africa.  
Under the Anguille field redevelopment project, the AGM North  
platform, from which twenty-one additional development wells are  
to be drilled, was installed in January 2012. The drilling campaign  
started early in the second quarter of 2012 and production from  
this platform, which should represent 20 kboe/d, is expected  
to start in 2013.  
On Block 0, the development of Mafumeira Sul (10%) was  
approved by the partners and the authorities. This project is the  
second phase of the development of the Mafumeira field.  
The first oil is expected in 2015.  
(1) Total Gabon is a Gabonese company whose shares are listed on Euronext Paris. TOTAL holds 58.28%, the Republic of Gabon holds 25% and the public float is 16.72%.  
18  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
On the deep-offshore Diaba license, Total Gabon, the operator,  
sold off in June 2012 part of its interest, which now stands  
at 42.5%. A 6,000 km 3D seismic survey was shot, processed  
and interpreted in 2010. Initial exploration drilling is planned  
for the first half of 2013.  
In Mauritania, TOTAL has exploration operations on the Ta7 and Ta8  
licenses (60%, operator) located in the Taoudenni basin. In January  
2012, TOTAL acquired interests in two exploration licenses (90%,  
operator): Block C9 in ultra-deep offshore, and Block Ta29 onshore  
in the Taoudenni basin.  
2
Total Gabon farmed into the onshore Mutamba-Iroru (50%),  
DE7 (30%), and Nziembou (20%) exploration licenses in 2010.  
Following negative exploration drilling on license DE7, Total Gabon  
relinquished the license in 2011. After reprocessing the existing  
seismic data, the Nguongui-updip well was drilled on the Mutamba-  
Iroru license in 2012 and revealed the presence of hydrocarbons.  
The commercial viability of this discovery will be investigated  
further. A 2D seismic survey was made on the Nziembou license  
in 2012, and an exploration well is due to be drilled in 2014.  
– Following a 2D seismic survey shot in 2011 on license Ta7,  
a well has been prepared and drilling operations started in  
February 2013.  
On the Ta8 license, drilling of the exploration well ended in 2010.  
Results from the well were disappointing.  
2
– A 900 km 2D seismic shot was taken on Block Ta29 in 2012.  
On Block C9, a 3D seismic campaign started at the end of  
January 2013.  
In Kenya, TOTAL acquired in September 2011 a 40% stake in five  
In Morocco, an authorization of recognition was allocated in December  
offshore licenses in the Lamu basin (L5, L7, L11a, L11b and L12),  
2
011 to TOTAL and the ONHYM (National Bureau of Petroleum and  
2
representing a total surface area of more than 30,600 km in water  
2
Mines) for an offshore zone of 100,000 km . In the 2012, the Group  
led geological studies and realized a seabed survey. In December 2012,  
the authorization of recognition was extended of one year and 3 D  
2
depths ranging from 100 m to 3,000 m. Following a 3,500 km 3D  
seismic survey in the initial exploration period, 25% of the surface area  
of the five blocks has been relinquished and the decision was made to  
drill two exploration wells in 2013 on Blocks L7 and L11b. In June 2012,  
the Group also acquired the L22 offshore license (100%, operator),  
2
seismic survey shot of 5,000 km started at the end of 2012.  
In Mozambique, TOTAL acquired a 40% stake in the contract  
to share the production of the offshore Blocks 3 and 6 in  
September 2012. Located in the prolific Rovuma basin, these two  
blocks cover a total surface area of 15,250 km² in water depths  
ranging from 0 m to 2,500 m. An exploration well was drilled in  
located in the same basin and covering a surface area of more than  
2
1
0,000 km in water depths ranging from 2,000 m to 3,500 m.  
In Libya, the Group’s production was 62 kb/d in 2012, compared  
to 20 kb/d in 2011 and 55 kb/d in 2010. TOTAL is present in  
2012. The results are currently being analyzed.  
(1)  
(1)  
the following contract zones: 15, 16 & 32 (75% ), 70 & 87 (75% ),  
(
1)  
(1)  
1
(
29 & 130 (30% ), 130 & 131 (24% ), and Block NC 191  
In Nigeria, the Group’s production was 279 kboe/d in 2012, compared  
to 287 kboe/d in 2011 and 301 kboe/d in 2010. This level of production  
makes of Nigeria the first contributing country for the productions of  
the Group in 2012. TOTAL has been present in Nigeria since 1962.  
It operates seven production licenses (OML) out of the thirty-eight in  
which it has a stake, and two exploration licenses (OPL) out of the five  
in which it has a stake. TOTAL is also the operator of the exploration  
Block 1 in the Joint Development Zone (JDZ administered jointly by  
Nigeria and São Tomé and Principe). The Group is also active in LNG  
through Nigeria LNG and the Brass LNG project. Regarding recent  
variations in the mining fields:  
(1)  
100% , operator).  
In 2012, production recovered the level preceding the events of 2011  
in the country that had caused the interruption of production in late  
February 2011.  
In offshore zones 15, 16 and 32, production resumed in September  
011 and quickly reached its former level. The drilling of two wells  
2
is expected to start in the second quarter of 2013.  
In onshore zones 70 and 87, production resumed in January 2012.  
It gradually ramped back up to plateau level. In addition, the Group  
is continuing the development of the Dahra and Garian fields,  
where production is expected to start at the beginning of 2014.  
– In November 2012, TOTAL announced the signing of an agreement  
to sell its 20% stake in Block OML 138, which includes the Usan  
field. The agreement is subject to approval by the relevant authorities.  
In onshore zones 129, 130 and 131, production resumed in October  
2011. A return to plateau level production occurred in 2012.  
– In 2011, TOTAL (operator) increased its stake from 45.9% to 48.6%  
in Block 1 of the JDZ.  
The seismic campaign started before the events and will be  
pursued in 2013.  
The divestment of the 10% Group’s stakes held through the joint  
venture operated by Shell Petroleum Development Company (SPDC)  
in Blocks OML 26 and 42 was finalized in 2011, and in Blocks OML  
30, 34 and 40 in 2012. Blocks OML 4, 38 and 41 were sold in 2010.  
In the onshore Murzuk basin, following a successful appraisal  
well drilled on the discovery made on a portion of Block NC 191,  
a development plan was submitted to the authorities in 2009.  
After the interruption related to the events of 2011 in the country,  
discussions with the authorities have restarted.  
TOTAL owns 15% of the Nigeria LNG gas liquefaction plant,  
located on Bonny Island, with an overall LNG capacity of 22Mt/y.  
In Madagascar, TOTAL acquired in 2008 a 60% stake in the  
Bemolanga 3102 license (operator) to appraise the license’s oil  
sand accumulations. The exploitation of oil sand accumulations  
is no longer a consideration, TOTAL is focusing on exploration  
for conventional hydrocarbons. The conventional exploration  
of the block is expected to continue in 2013 with a 2D seismic  
survey following the approval of an additional two-year extension  
by the local authorities of the exploration phase.  
With respect to the Brass LNG gas liquefaction plant project (17%),  
preliminary work continued in 2012 prior to launching the construction of  
two trains, each with a capacity of 5 Mt/y. Calls for tenders for the  
construction of the plant and loading facilities are underway.  
TOTAL continues its efforts to strengthen its ability to supply gas to  
the LNG projects in which it owns a stake and to meet the growing  
domestic demand for gas:  
(1) TOTAL’s stake in the foreign consortium.  
Registration Document 2012. TOTAL  
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Business overview  
2
Upstream  
As part of its joint venture with the Nigerian National Petroleum  
Company (NNPC), TOTAL pursued the project to increase the gas  
production capacity of the OML 58 license (40%, operator) from  
TOTAL is the operator of EA-1 and EA-1A and a partner on the other  
licenses. TOTAL and its partners are embarking on an exploration  
and appraisal program from 2012 onwards.  
3
70 Mcf/d to 550 Mcf/d. The second phase of this project will be  
The Kanywataba exploration well was drilled in June 2012 and  
produced negative results. The license expired in August 2012  
and was returned to the authorities.  
the development of additional reserves.  
A drilling incident on OML 58 in late March 2012 resulted in the  
facilities being stopped. The incident was resolved and production  
gradually ramped up as of June 2012. The facilities were stopped  
again and secured in October 2012 due to exceptionally high  
rainfall. Production resumed in November 2012.  
The EA-1A license expired in February 2013, following a campaign  
of several exploration drillings.  
– On the appraisal license EA-1, a campaign of appraisal  
wells, production tests and a 3D seismic survey are planned  
for 2012-2014. Five development plans will be submitted to the  
authorities before the end of 2013 (Ngiri, Jobi-Rii, Mpyo, Gunya  
and Jobi East).  
On the OML 112/117 licenses (40%), TOTAL continued  
development studies in 2012 for the Ima gas field.  
On the OML 99 license (40%, operator), engineering work is  
underway to develop the Ikike field, where production is expected  
to start in 2016 (estimated capacity: 55 kboe/d).  
On the appraisal license EA-2, the campaign of appraisal wells  
and production tests started in 2012 will continue in 2013.  
Several development plans will be submitted to the authorities  
before the end of 2013 (Waraga, Kasamene, Wahrindi, Kigogole,  
Ngege, Ngara and Nsoga).  
On the OML 102 license (40%, operator), TOTAL continues to  
develop the Ofon phase 2 project, which was launched in 2011,  
with an expected capacity of 60 kboe/d and production start-up  
scheduled end of 2014. In 2011, the Group also discovered  
Etisong North, located 15 km of the currently-producing Ofon  
field. The exploration campaign continued in 2012 with the drilling  
of the Eben well, which is also south of Ofon. The positive results  
produced by this well further enhance the appeal of the future  
Etisong-Eben development hub as a satellite of the Ofon field.  
The development plan of the EA-3 production license of the Kingfisher  
field was finalized by the operator in November 2012 and submitted  
to the authorities for approval.  
In the Republic of Congo, the Group’s production was 113 kboe/d  
in 2012, compared to 123 kboe/d in 2011 and 120 kboe/d in 2010.  
On the deep water acreage, TOTAL drilled three exploration wells  
in 2012: Obo and Enitimi on JDZ Block 1, and Owowo West on  
OPL 223. Results are under study.  
– The development of the Lianzi field (26.75%) was approved in 2012.  
Located in the offshore unitization zone between Angola and  
the Republic of Congo, this field will be developed by a tieback  
to the existing Benguela-Belize-Lobito-Tomboco platform (Block  
On the OML 130 license (24%, operator), the Akpo field reached  
plateau production of 225 kboe/d in 2010. The Group is actively  
working on the Egina field (capacity of 200 kboe/d), for which a  
development plan has been approved by the relevant authorities.  
Calls for tender are underway and the contracts should be signed  
in the second quarter of 2013.  
14 in Angola). Production start-up is expected in 2015.  
– The Moho Bilondo offshore field (53.5%, operator), reached plateau  
production of 90 kboe/d in mid-2010. The field has now started  
its decline.  
The existence of additional resources in the southern portion  
of the license was confirmed in 2010, creating the prospects  
for additional development of the existing facilities (“Phase 1b”).  
The basic engineering studies were finished in 2012.  
On the OML 138 license (20%, operator), TOTAL started production  
on the Usan offshore field in February 2012 (180 kb/d, capacity  
of the FPSO), which reached a level of 120 kboe/d at the end of  
2012. As described above, on November 2012, TOTAL signed  
A series of agreements on the contractual and fiscal conditions  
applicable to the Moho Bilondo license were signed with the  
authorities in July 2012 and approved by a law passed in October  
an agreement on the sale of its 20% stake in Block OML 138.  
This agreement is subject to approval by the relevant authorities,  
expected in 2013.  
2012, triggering the development of the northern portion of the  
The production that is not operated by the Group in Nigeria comes  
mainly from the SPDC association, in which TOTAL holds a 10%  
stake. Gas production by the SPDC association in 2011 remained  
strong due to the contribution made by the Gbaran-Ubie project,  
which started up in 2010. However, the sharp increase of oil  
bunkering in 2012 had an impact on onshore production, as well  
as on the integrity of the facilities and the environment. TOTAL also  
holds a 12.5% interests in Shell Nigeria Exploration and Production  
Company (SNEPCO) association, wich operates notably on the  
OML 118 license. On this license, the Bonga field contributed  
approximately 15 kboe/d to the Group’s production in 2012.  
license, the potential of which was bolstered by appraisal and  
exploration wells drilled in 2008 and 2009 (Moho North project).  
The basic engineering studies were finished in 2012.  
The Phase 1b and Moho North projects have been launched  
in March 2013, with production start-up planned in 2015 and 2016  
respectively. The estimated production capacities are about 140 kboe/d  
in 2017 (“Phase 1b” 40 kboe/d, “Moho Nord” 100 kboe/d).  
– Production on Libondo (65%, operator), which is part of the Kombi-  
Likalala-Libondo operating license, started up in March 2011.  
Plateau production reached 12 kboe/d in 2011. 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.  
On the operated deep water acreage, the Bonga Northwest  
development project was progressed in 2012 on the OML  
licence (12.5%).  
In the Democratic Republic of the Congo, following the Presidential  
decree approving TOTAL’s entry in 2011 as operator with a 60%  
interest in Block III of the Graben Albertine, the exploration permit  
was issued in January 2012 by the Minister of Hydrocarbons for  
a period of three years and subsequently extended by an additional  
year due to the postponement of the works resulting from the general  
In Uganda, TOTAL finalized in February 2012 its farm-in for an  
interest of 33.33% covering the EA-1, EA-1A and EA-2 licenses as  
well as the new Kanywataba license and the Kingfisher production  
license. All of these licenses are located in the Lake Albert region,  
where oil resources have already been discovered.  
20  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
security situation in the eastern part of the country. This block is  
located in the Lake Albert region. TOTAL acquired an additional  
– TOTAL also acquired in December 2010 a 49% interest in the  
Voyageur upgrader project, which is operated by Suncor, located  
in the Canadian province of Alberta and intended to upgrade  
bitumen from the Fort Hills and Joslyn mines. In 2012, the estimate  
of this project’s cost and the evolution of North American oil markets  
modified its strategic and economic perspectives. As a consequence,  
the partners, TOTAL and Suncor, launched a joint strategic review  
of the development plan for the Voyageur upgrader. This detailed  
review included, notably, the optimization of the development  
plan, production evacuation logistics studies and implications  
of possible evolutions of the project. Pending the finalization of  
this review, development spending on the project was minimized  
during this period and until a joint decision on the future development  
of this project by both partners, TOTAL and Suncor.  
6.66% of this block in March 2012. The prospecting program is limited  
to the northern portion of the license, which is outside the Virunga park.  
A helicopter acquisition of gravimetric and magnetic data was  
completed in August 2012.  
In the Republic of South Sudan, TOTAL holds an interest in Block  
B and is working with state authorities to resume exploration activities  
on this zone. Since the independence of the Republic of South  
Sudan on July 9, 2011, TOTAL is no longer present in Sudan.  
2.1.7.2. North America  
In 2012, TOTAL’s production in North America was 69 kboe/d,  
representing 3% of the Group’s overall production, compared  
to 67 kboe/d in 2011 and 65 kboe/d in 2010.  
On March 27, 2013, TOTAL entered into an agreement for the  
sale to Suncor Energy Inc. of its 49% interest in the Voyageur  
upgrader project. The mining developments of Fort Hills and  
Joslyn are not affected by this transaction and continue  
according to the production evacuation logistics studies jointly  
conducted with Suncor (see Chapter 7, point 6.).  
In Canada, TOTAL signed in March 2011 a 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 hubs the different oil sands assets that it has acquired  
over the last few years: on the one hand, a Steam Assisted Gravity  
Drainage (SAGD) hub focused on Surmont’s (50%) ongoing  
development and, on the other hand, a mining and upgrading hub,  
which includes the TOTAL-operated Joslyn (38.25%) and  
The Group also holds a 50% stake in the Northern Lights project,  
which is expected to be developed through mining techniques.  
In the United States, the Group’s production was 57 kboe/d in  
Suncor-operated Fort Hills (39.2%) mining projects and the  
Suncor-operated Voyageur upgrader (49%) project. The Group also  
has a 50% stake in the Northern Lights mining project (operator)  
and 100% of a number of oil sands leases acquired through several  
auction sales. The Group’s production was 12 kboe/d in 2012,  
compared to 11 kboe/d in 2011 and 10 kboe/d in 2010.  
2012, compared to 56 kboe/d in 2011 and 55 kboe/d in 2010.  
In the Gulf of Mexico:  
- The deep-offshore Tahiti oil field (17%) reached peak production  
of 135 kboe/d in 2009. Phase 2, which was launched in  
September 2010, comprises drilling four injection wells and two  
producing wells. The injection of water, which attempts to limit  
the decline of the wells, started in February 2012. The second  
producing well is currently being drilled.  
On the Surmont lease, gross commercial production in SAGD  
mode of the first development phase in 2012 was around  
25 kboe/d of bitumen from forty well pairs. The operator plans  
-
The Chinook 4 well in the deep offshore Chinook project (33.33%)  
started production in the third quarter of 2012. More drilling  
operations are planned, including one well underway (Chinook 5).  
The TOTAL (40%) - Cobalt (60%, operator) alliance’s exploratory  
drilling campaign was launched in 2009 and the drilling of the  
first three wells produced disappointing results. This campaign  
was interrupted due to the U.S. government’s moratorium  
on deep offshore drilling operations in 2010 and resumed  
in 2012 with the drilling of the Ligurian 2 and North Platte wells.  
A significant discovery of oil was made in the latter  
to drill additional wells in 2013 and to continue to convert the  
activation method on the existing wells from gas lift to electric  
submersible pump (ESP) in order to improve production.  
In addition, a project to debottleneck the steam has been  
initiated which will allow to increase the production of Phase 1.  
-
In early 2010, the partners of the project decided to launch the  
construction of the second development phase. The goal of  
production start-up from Surmont Phase 2 has been set for  
2015 and overall production capacity from the field is expected  
to increase to 130 kboe/d. In April 2011, the authorities issued a  
license permitting production (phases 1 and 2) of up to 136 kboe/d.  
in December 2012. Appraisal works are planned.  
- In 2010, the Group disposed of its equity stakes in the  
Matterhorn and Virgo operated fields.  
The Joslyn license is expected to be exploited using mining  
techniques. After the public hearings in 2010 and the 2011  
provincial and federal Canadian authorities approval for a project  
of 100 kboe/d, the engineering studies including a review of the  
design to optimize the production of the Joslyn North Mine project  
are underway. On-site preliminary works were launched (surface  
waters drainage and civil engineering).  
– Following the signature of an agreement in late 2009, a joint  
venture was set up with Chesapeake to produce shale gas  
in the Barnett Shale Basin in Texas. Under this joint venture,  
TOTAL owns 25% of Chesapeake’s portfolio in the area. In 2011,  
approximately 300 additional wells were drilled, enabling gas  
production to reach 1.4 Bcf/d at the end of 2011. Following the  
drop in gas prices in the United States, drilling activity was sharply  
reduced in 2012, with around 100 wells being drilled. The hook-up of  
certain wells drilled in 2011 helped to maintain production in 2012.  
TOTAL closed in September 2010 the acquisition of UTS and its  
main asset: a 20% stake in the Fort Hills lease. In 2011, as part of  
their partnership, TOTAL acquired from Suncor an additional 19.2%  
stake in the lease, thereby increasing its stake to 39.2%. The  
pre-project studies and site preparation work are underway. The  
Fort Hills mining project has already been approved by the authorities  
for a first development phase with a capacity of 180 kboe/d.  
After the completion of the pre-project studies in June 2012,  
the basic engineering studies are now in progress, with a final  
decision on investment expected for 2013. Some contracts for  
detailed engineering works have already been awarded.  
At the end of 2011, TOTAL signed an agreement with Chesapeake  
and EnerVest to enter into a joint venture. Pursuant to the agreement,  
TOTAL acquired a 25% share in Chesapeake’s and EnerVest’s  
liquid-rich area of the Utica shale play in Ohio. More than  
100 wells were drilled in 2012 and forty-seven were connected  
and started producing.  
Engineers from TOTAL are assigned to the teams led by Chesapeake.  
Registration Document 2012. TOTAL  
21  
Business overview  
2
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3
3
The Group holds a 50% stake in American Shale Oil LLC (AMSO)  
to develop in situ shale oil technology. The pilot to develop this  
technology is underway in Colorado.  
increase the field’s production by 1.5 Mm /d to 4.5 Mm /d  
over the course of 2013.  
In 2004, TOTAL discovered the Incahuasi gas field on the Ipati  
Block. In 2011, an appraisal well confirmed the extension of  
the discovery northwards onto the adjacent Aquio Block. TOTAL  
consequently filed a declaration of commerciality for the Aquio  
and Ipati Blocks, which was approved by the local authorities  
in 2011. Additional appraisal work is underway, notably with  
the drilling of a second well on the Ipati Block, which started  
in January 2012 with encouraging results. In December 2012,  
TOTAL submitted to the Bolivian authorities a Phase 1  
development plan, including two wells tied to a central processing  
plant of 6.5 Mm /d for which calls for tenders have been launched.  
A third appraisal well should be drilled in 2013 which will be tied  
back to the Phase 1 project in case of success.  
In March 2012, TOTAL entered a 50/50 joint venture with  
Red Leaf Resources for the ex-situ development of oil shale  
and agreed to fund a production pilot before any larger-scale  
development.  
In October 2012, TOTAL finalized an agreement to buy about  
30,000 additional acres in Colorado and Utah, with a view  
to developing in situ shale oil techniques (AMSO technique)  
or ex-situ techniques (Red Leaf technique).  
3
In Mexico, TOTAL is conducting various studies with state-owned  
PEMEX under a general technical cooperation agreement renewed  
in July 2011 for a period of five years.  
In Brazil, TOTAL has equity stakes 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
.1.7.3. South America  
In 2012, TOTAL’s production in South America was 182 kboe/d,  
representing 8% of the Group’s overall production, compared  
to 188 kboe/d in 2011 and 179 kboe/d in 2010.  
The Xerelete field is mainly located on Block BC-2, with an  
extension on Block BM-C-14. In 2012 TOTAL became the  
operator of the field. Following seismic reprocessing, a pre-salt  
prospect was found under the Xerelete discovery made in 2001  
at a water depth of 2,400 m. Further to approval by the  
authorities, TOTAL expects to resume drilling activity on  
the block at the end of 2013.  
In Argentina, where TOTAL has been present since 1978, the  
Group operated 30%(1) of the country’s gas production in 2012. The  
Group’s production was 83 kboe/d in 2012, compared to  
86 kboe/d in 2011 and 83 kboe/d in 2010.  
In Tierra del Fuego, the Group notably operates the Carina and  
Aries offshore fields (37.5%). Further to the re-appraisal of the  
reserves of the Carina field, two additional wells are expected  
to be drilled from the existing platform. These wells should allow  
production levels from the facilities operated by the Group in  
Tierra del Fuego to be maintained at about 615 Mcf/d until  
the Vega Pleyade field (37.5%, operator) starts up in 2015.  
– On Block BM-S-54, a first well was drilled in the pre-salt at the  
end of 2010 on the Gato do Mato structure, and a significant oil  
column was found. Between October 2011 and July 2012, an  
exploration/delineation campaign was conducted on the block,  
enabling a second structure (Epitonium) identified on Block BM-S-54  
to be drilled, the productivity of the well drilled in 2010 to be tested  
and an appraisal well to be drilled in the northern part of the Gato  
do Mato structure. The encouraging results achieved on Gato  
do Mato are currently being analyzed in order to define the next  
steps in the appraisal of the field.  
In the Neuquén basin, TOTAL started a drilling campaign in 2011  
on its mining licenses in order to assess their shale gas and oil  
potential. In 2012, this campaign, which started on the Aguada  
Pichana license (27.3%, operator), was extended to all the  
blocks operated by the Group: San Roque (24.7%, operator),  
Rincón la Ceniza and La Escalonada (85%, operator), Aguada de  
Castro (42.5%, operator), and Pampa de las Yeguas II (42.5%,  
operator), as well as to the blocks operated by third parties:  
Cerro Las Minas (40%), Cerro Partido (45%), Rincón  
de Aranda (45%) and Veta Escondida (45%). The first results  
of the production tests on the wells drilled during this campaign  
are positive and analyses are underway. The conventional  
production continues on the Group’s assets in this basin.  
In Colombia, where TOTAL has had operations since 1973, the  
Group’s production was 6 kboe/d in 2012, compared to 11 kboe/d  
in 2011 and 18 kboe/d in 2010. The drop in production in 2011  
was due in particular to TOTAL’s disposal of its interest in CEPSA,  
which was finalized in July 2011. The drop in production in 2012  
was due to the sale in October 2012 of the Group’s 100% owned  
subsidiary, TEPMA BV, which held an interest in the Cusiana field.  
This operation also involved the disposal of stakes in the OAM  
and ODC pipelines.  
In Bolivia, the Group’s production, primarily gas, amounted to  
7 kboe/d in 2012, compared to 25 kboe/d in 2011 and 20 kboe/d  
In 2011, TOTAL sold 10% of its stake in the Ocensa oil pipeline,  
thereby reducing its holding to 5.2%.  
2
in 2010. TOTAL has stakes 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 (80%, operator) and Rio Hondo (50%).  
Following the discovery of Huron-1 in 2009 on the Niscota (50%)  
exploration license and a 3D seismic survey of this discovery in  
2010, the first appraisal well, Huron-2, also found hydrocarbons  
and should be tested during the second quarter of 2013.  
The drilling of a second appraisal well, Huron-3, is in progress.  
The conceptual development studies have started for a declaration  
of commerciality in late 2013.  
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 early 2011, TOTAL decreased its stake to 41% in Block  
XX Tarija Oeste after divesting 34% and is no longer the operator.  
The development of phase 2, which was approved by the local  
authorities in 2011, continued in 2012 and is expected to  
In French Guiana, TOTAL owns a 25% stake in the Guyane  
Maritime license. The license, located about 150 km off the coast,  
covers an area of approximately 24,100 km² in water depths ranging  
(1) Source: Argentinean Ministry of Federal Planning, Public Investment and Services – Energy Secretary.  
22  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
from 200 m to 3,000 m. At the end of 2011, the authorities  
extended the research permit until May 31, 2016.  
capacity of 100 kb/d of condensates) to stabilize and export  
condensates, an 889 km gas pipeline and an onshore  
liquefaction plant (capacities of 8.4 Mt/y of LNG and 1.6 Mt/y  
of NGL) located in Darwin. The LNG has already been sold  
under long-term contracts mainly to Asian buyers. Production  
start-up is expected at year-end 2016.  
2
After a 2,500 km 3D seismic survey of the eastern portion of the  
block in 2009 and 2010, drilling started in 2011 of the GM-ES-1  
well, about 170 km northeast of Cayenne on the Zaedyus prospect,  
at a water depth of more than 2,000 m. This well revealed two  
hydrocarbon columns in the gravelly reservoirs.  
– In late 2010, TOTAL acquired a 20% stake in the GLNG project,  
followed by an additional 7.5% stake 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 early 2011 and start-up is expected in 2015.  
LNG production is expected to eventually reach 7.2 Mt/y.  
The upstream development of the project and the construction  
of the pipeline are underway.  
Two 3D seismic survey campaigns covering a total surface area  
2
of more than 5,000 km were conducted in the center and extreme  
eastern portions of the block in 2012. The results of the GM-ES-2  
appraisal well are disappointing, but they do not call the potential  
of the license into question. Drilling started on the GM-ES-3  
exploration well at the end of 2012, and could be followed  
by two more exploration wells in 2013 and 2014.  
In Trinidad and Tobago, where TOTAL has had operations since  
Two wells were drilled in 2011 on the WA-403 license  
60%, operator). As one well demonstrated the presence  
of hydrocarbons, additional appraisal work will take place  
on this Block (3D seismic) in the coming years.  
1996, the Group’s production was 16 kboe/d in 2012, compared  
(
to 12 kboe/d in 2011 and 3 kboe/d in 2010. TOTAL holds a 30%  
stake in the offshore Angostura field located on Block 2C and  
an 8.5% stake in the adjacent exploration Block 3A. Production  
started up in May 2011 on Phase 2, which corresponds to the gas  
development phase. The process to sell the companies owning  
these two assets was engaged in April 2012, with a sale anticipated  
in the first half of 2013.  
– At the end of 2012, TOTAL reduced its exposure on the WA-408  
license (50%, operator) by disposing of 50% of its stake to partners.  
Three new exploration wells are planned, the first of which started  
in December 2012.  
In Uruguay, TOTAL acquired Block 14, located about 250 km  
offshore, in an auction sale in March 2012. The license covers  
an area of approximately 6,700 km² in water depths ranging from  
In 2012, TOTAL signed an agreement to enter four shale gas  
exploration licenses in the South Georgina basin in the center of the  
country. Under the terms of the agreement, TOTAL can increase its  
stake to 68% and become the operator in the event of development,  
which remains subject to approval by the authorities.  
2,000 m to 3,500 m. Under the terms of the contract to share  
production, signed in October 2012, TOTAL agreed to conduct  
a 3D seismic survey of the entire block, which started in  
November 2012, and to drill one well in the first three-year  
exploration phase.  
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  
12 kboe/d in 2012, compared to 13 kboe/d in 2011 and 14 kboe/d  
in 2010. The gas is delivered to the Brunei LNG liquefaction plant.  
In Venezuela, where TOTAL has had operations since 1980,  
the Group’s production was 50 kboe/d in 2012, compared to  
5
4 kboe/d in 2011 and 55 kboe/d in 2010. TOTAL has equity  
On Block B, the drilling campaign that started in 2009 continued  
until 2011. Two of the wells were connected to production facilities  
in 2010 and 2011. The other wells, which were exploratory,  
revealed new reserves in the southern portion of the field.  
A ten-year extension of the mining rights period was granted  
in December 2011 by the Brunei government, which has allowed  
a project to be launched to develop new reserves which will bring  
additional gas production, with deliveries to the Brunei LNG  
liquefaction plant starting in 2015.  
stakes in PetroCedeño (30.3%), which produces and upgrades  
extra heavy oil in the Orinoco Belt, in Yucal Placer (69.5%),  
which produces gas dedicated to the domestic market,  
and in the offshore exploration Block 4, located in Plataforma  
Deltana (49%). The development phase of the southern zone of  
the PetroCedeño field started in the second half of 2011. Pursuant  
to an amendment to the gas sale contract, a new development  
phase of the Yucal Placer field, which will boost the production  
capacity from 100 Mcf/d to 300 Mcf/d, started in June 2012.  
On deep-offshore exploration Block CA1 (54%, operator), formerly  
Block J, exploration operations that were suspended in May 2003  
due to a border dispute between Brunei and Malaysia resumed in  
September 2010. A new seismic survey started before the summer  
of 2011 and an initial campaign of three drilling operations started in  
October 2011. This campaign, which continued until October 2012,  
was disappointing, despite the identification of some layers containing  
hydrocarbons. Surveys to re-appraise the block’s potential are  
underway and should result in a new exploration strategy.  
2
.1.7.4. Asia-Pacific  
In 2012, TOTAL’s production in Asia-Pacific was 221 kboe/d,  
representing 10% of the Group’s overall production, compared  
to 231 kboe/d in 2011 and 248 kboe/d in 2010.  
In Australia, where TOTAL has held leasehold rights since 2005,  
the Group owns 30% of the Ichthys project, 27.5% of the Gladstone  
LNG project and seven offshore exploration licenses, including  
three that it operates, off the northwest coast in the Browse and  
Bonaparte basins. The Group’s production was 5 kboe/d in 2012,  
compared to 4 kboe/d in 2011 and 1 kboe/d in 2010.  
In China, the Group has had operations since 2006 on the  
South Sulige Block, located in the Ordos basin in the Inner  
Mongolia province. Following appraisal work by TOTAL, China  
National Petroleum Corporation (CNPC) and TOTAL agreed  
to a development plan pursuant to which CNPC is the operator  
and TOTAL has a 49% stake.  
At the start of 2013, TOTAL acquired an additional 6% in the  
Ichthys project, increasing its stake to 30%. This project,  
launched in early 2012, is aimed at the development of the  
Ichthys gas and condensates field, located in the Browse basin.  
This development includes a floating platform designed for gas  
production, treatment and export, an FPSO (with a maximum  
The authorities gave the operator permission to undertake  
preliminary development work in the spring of 2011.  
Registration Document 2012. TOTAL  
23  
Business overview  
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Upstream  
The first development wells have been drilled and the facilities  
are presently in the test phase.  
– Finally, TOTAL conducted surveys of several other exploration  
blocks in which it holds an interest: Amborip VI (24.5%), Arafura  
Sea (24.5%), Sadang (30%), South East Mahakam (50%,  
operator), South Mandar (33%) and South Sageri (45%).  
TOTAL is discussing with Sinopec a joint study agreement on the  
2
potential of the shale gas in a zone of around 4,000 km near  
Nanjing, on which Sinopec plans to conduct seismic and drilling  
operations. An agreement could be negotiated with the authorities  
to exploit these unconventional resources at a later stage.  
In Malaysia, TOTAL signed a production sharing agreement in  
2008 for the offshore exploration Blocks PM303 and PM324.  
TOTAL withdrew from the PM303 offshore exploration Block in early  
2
011 following seismic surveys. Exploration operations continued  
In Indonesia, where TOTAL has had operations since 1968,  
the Group’s production was 132 kboe/d in 2012, compared  
to 158 kboe/d in 2011 and 178 kboe/d in 2010.  
on Block PM 324 (50%, operator) and the first high-pressure/high-  
temperature drilling started in October 2011. The drilling continued  
under difficult technical conditions until September 2012.  
In geological terms, the results were disappointing. Surveys are  
underway to continue the appraisal of the block’s potential.  
TOTAL’s operations in Indonesia are primarily concentrated on  
the Mahakam permit (50%, operator), which covers in particular the  
Peciko and Tunu gas fields. TOTAL also has a stake 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.  
TOTAL also signed in November 2010 a new production sharing  
agreement for the deep offshore exploration Block SK 317 B  
(85%, operator) located off the state of Sarawak. The interpretation  
of the 3D seismic data is underway and could result in the drilling  
of an exploration well in 2013.  
In 2012, gas production operated by TOTAL decreased to 1,871 Mcf/d  
from 2,227 Mcf/d in 2011 due to the maturity of most of the fields  
on the Mahakam field, which is now in decline. The gas operated  
and delivered by TOTAL accounted for nearly 79% of Bontang  
LNG’s supply. Operated condensates and oil production from  
the Handil and Bekapai fields are added to this gas production.  
In Myanmar, the Group’s production was 16 kboe/d in 2012,  
compared to 15 kboe/d in 2011 and 14 kboe/d in 2010. TOTAL  
is the operator of the Yadana field (31.2%), which is located on  
offshore Blocks M5 and M6. This field produces gas that is delivered  
mainly to PTT (the Thai state-owned company) for use in Thai  
power plants as well as the domestic market via two pipelines that  
were built and are operated by MOGE, a state-owned company.  
On the Mahakam permit:  
-
-
-
On the Tunu field in 2012, additional wells were drilled in the main  
reservoir and development wells targeted shallow gas reservoirs.  
On the Peciko field, Phase 7 drilling, which started in 2009,  
is continuing.  
On South Mahakam, which contains the Stupa, West Stupa and  
East Mandu condensate gas fields, production started at the  
end of October 2012. Other development wells are being drilled.  
On the Sisi-Nubi field, which began production in 2007, drilling  
operations continue within the framework of a second phase  
of development. The gas from Sisi-Nubi is produced through  
Tunu’s processing facilities.  
In September 2012, TOTAL entered into an agreement to take a  
40% share of a production sharing agreement on the M-11 offshore  
Block in the Martaban basin. The acquisition was approved by  
the authorities at the start of 2013. The drilling of an exploration  
well is planned for 2013.  
In Papua New Guinea, TOTAL acquired in October 2012, subject  
to the authorities’ approval, a 40% stake, in the PPL234 and PPL244  
offshore permits, 50% in the PRL10 offshore permit and an option  
for 35% of the PPL338 and PPL339 onshore permits. The program  
includes the drilling of two exploration wells in 2013.  
-
In the Philippines, TOTAL has held a 75% stake in the SC56  
license in the southern Sulu Sea since September 2012. The  
program of operations includes the refurbishment of the oldest  
seismic lines and a new seismic campaign wich was realized  
at the beginning of year 2013.  
On the Sebuku license (15%), the development of the Ruby gas  
field started in February 2011. Production start-up is scheduled  
for the end of 2013, with an estimated capacity of 100 Mcf/d.  
On the Sageri exploration Block (50%), the first exploration well  
(Lempuk-1X), completed in early 2012, produced negative results.  
In Thailand, the Group’s production, which was 55 kboe/d in 2012,  
compared to 41 kboe/d in 2011 and 2010, comes from the Bongkot  
(33.33%) offshore gas and condensates field. PTT purchases all  
of the natural gas and condensates production from this field.  
In October 2012, TOTAL acquired a 100% stake in the exploration  
Block Bengkulu I – Mentawai in the offshore Bengkulu basin,  
southwest of Sumatra.  
In October 2012, the Group also acquired a 100% stake in the  
exploration Block Telen, in the offshore Kutai basin in the East  
Kalimantan province.  
– In the northern portion of the Bongkot field, new investments  
are in progress to allow gas demand to be met and plateau  
production to be maintained:  
In May 2011, TOTAL acquired a 100% stake in the onshore and  
offshore exploration Block South West Bird’s Head, located in  
the Salawati basin in the province of West Papua. The preparatory  
work on the Anggrek Hitam 1 exploration well started at the end  
of 2012 and drilling start up is planned for April 2013.  
- phase 3J (two well platforms) was launched in late 2010  
and started up as scheduled in 2012;  
- phase 3K (two well platforms) was approved in September 2011  
with start-up scheduled for 2013;  
- phase 3L (two well platforms) was approved in  
September 2012 with start-up scheduled for 2015; and  
In December 2011, the Group signed an agreement for a 18.4%  
stake in a coal bed methane (CBM) block on Kutai II in East  
Kalimantan province. This supplements the 50% stake acquired  
in March 2011 on the similar Kutai Timur Block. The first wells  
and core drilling operations are planned for 2013.  
-
the second low-pressure compressor installation phase to increase  
gas production was completed in the first quarter of 2012.  
– The southern portion of the field (Greater Bongkot South)  
is also being developed in several phases. This development is  
designed to include a processing platform, a residential platform  
24  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
and thirteen production platforms. Production of the first phase  
phase 4A), with a capacity of 350 Mcf/d, started in June 2012.  
work to begin on the field. The consortium plans a start-up of  
production in 2013.  
(
In Vietnam, TOTAL holds a 35% stake in the production sharing  
contract for the offshore 15-1/05 exploration Block following an  
agreement signed in 2007 with PetroVietnam. TOTAL has put its  
share up for sale.  
In May 2012, the members of the North Caspian Sea Production  
Sharing Agreement (NCSPSA) consortium and the Kazakh  
authorities signed agreements to settle a number of issues  
regarding the contractual conditions of the first phase.  
In 2009, TOTAL and PetroVietnam signed a production sharing  
agreement for the onshore Blocks DBSCL-02 and DBSCL-03 (75%,  
operator). Based on the seismic information obtained in 2009 and 2010,  
the partners have decided not to continue the exploration work and  
the license was returned to the authorities when it expired in April 2012.  
In November 2012, TOTAL acquired a 75% share in the North  
and South Nurmunai onshore exploration blocks. These two blocks  
cover 14,500 km and are located in the southwest of the country.  
2
In Russia, where TOTAL has had operations through its subsidiary  
since 1991, the Group’s production, which was 179 kboe/d  
in 2012 compared to 105 kboe/d in 2011 and 10 kboe/d in 2010,  
comes from the Kharyaga field (40%, operator) and TOTAL’s  
stake in Novatek (15.34%).  
2.1.7.5. Commonwealth of Independent States (CIS)  
In 2012, TOTAL’s production in the CIS was 195 kboe/d,  
representing 8% of the Group’s overall production,  
compared to 119 kboe/d in 2011 and 23 kboe/d in 2010.  
In March 2012, the partners in the first development phase  
of the Shtokman project through Shtokman Development AG  
(TOTAL, 25%) decided to assess the feasibility of a project  
focusing exclusively on the production of Liquefied Natural Gas  
(LNG). An analysis of the Shtokman project revealed that the  
In Azerbaijan, where TOTAL has had operations since 1996, on  
the field of Shah Deniz (10%), production was 16 kboe/d in 2012  
and continues to progress regularly from one year to the next since  
3
2010. TOTAL also holds a 10% stake of the South Caucasus  
technical solutions initially chosen to produce 23.7 Gm /y  
Pipeline (SCP) gas pipeline that transports the gas produced  
in Shah Deniz to the Turkish and Georgian markets. TOTAL also  
holds a 5% stake of the Baku-Tbilisi-Ceyhan (BTC) oil pipeline,  
which connects Baku and the Mediterranean Sea and evacuates  
among others the condensates of Shah Deniz’s gas.  
of gas, half of which to be exported to Europe by pipeline  
and the other half to be shipped as LNG, involved capital outlay  
and operational costs that were too high to achieve acceptable  
profitability. The 2007 agreement between TOTAL and Gazprom  
expired on July 1, 2012, but technical discussions are ongoing  
between the two companies in order to agree on an economically  
viable development.  
Gas deliveries to Turkey and Georgia continued throughout 2012,  
at a lower pace for Turkey due to weaker demand than expected.  
Conversely, state-owned SOCAR continued to take greater  
quantities of gas than provided for by the agreement.  
– TOTAL and the Russian company Novatek, listed in Moscow  
and London, signed a strategic partnership agreement pursuant  
to which TOTAL acquired a 12.09% stake in Novatek in April 2011,  
with the intention of both parties for TOTAL to increase its  
participation to 19.40% within three years. In December 2011,  
TOTAL increased its stake in Novatek by 2% to 14.09%. Since  
April 2012, TOTAL has increased its stake in Novatek to reach  
Development studies and business negotiations for the sale of  
additional gas needed to launch a second development phase in  
Shah Deniz field continued in 2012. In October 2011, SOCAR and  
Botas, a Turkish state-owned company, signed an agreement on the  
sale of additional gas volumes and the transfer conditions for volumes  
intended for the European market. The front end engineering and  
design (FEED) for the second phase were officially launched at the  
end of the first quarter of 2012. Negotiations and investigations into  
the means of transporting the gas from Shah Deniz to Europe are  
continuing at the same time. The goal is to reach a final decision on  
the investment in 2013 concerning the second development phase.  
15.34% at year-end 2012.  
TOTAL and its partner Novatek made the final investment decision  
to develop the Termokarstovoye field (capacity 65 kboe/d) at the end  
of 2011. This onshore deposit of gas and condensates is located  
in the Yamalo-Nenets district. The development and production  
license for the Termokarstovoye field is owned by ZAO Terneftegas,  
a joint venture between Novatek (51%) and TOTAL (49%).  
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 and production phase.  
In September 2011, the first exploration well revealed a significant  
accumulation of gas that was tested in the first quarter of 2012.  
A discovery and commerciality declaration was filed in June 2012.  
Operations on the well continued with the drilling of a sidetrack to  
the north of the structure, which was completed in September 2012  
with positive results. The field’s development plan is under  
– In October 2011, TOTAL (20%) and Novatek signed the final  
agreements for the joint development of the Yamal LNG project.  
The Yamal LNG project covers the development of the South  
Tambey gas and condensates field, located on the Yamal Peninsula  
in the Arctic. The FEED studies were completed at the end of  
2012, certain calls for tender have been issued and the final  
investment decision could be made in 2013.  
On the Kharyaga field, work related to the development plan of  
phase 3 is ongoing. This development plan is intended to maintain  
plateau production above the 30 kboe/d level reached in late  
preparation and will be submitted to SOCAR for approval in the  
coming years, as required by the production sharing contract.  
2009. TOTAL sold 10% of the field to state-owned Zarubezhneft  
in January 2010, thereby decreasing its interest to 40%.  
In Kazakhstan, TOTAL has owned since 1992 a 16.81% stake in the  
North Caspian license, which covers the Kashagan field in particular.  
In 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. Pursuant to this agreement,  
The Kashagan project is expected to develop the field in several  
phases. The development plan for the first phase (300 kb/d) was  
approved in February 2004 by the Kazakh authorities, permitting  
Registration Document 2012. TOTAL  
25  
Business overview  
2
Upstream  
TOTAL is planning to acquire a 17% share from KMG. This  
transaction will be subject to approval by the authorities.  
was revoked by the government in October 2011. This revocation  
stemmed from the law of July 13, 2011, prohibiting the exploration  
and extraction of hydrocarbons by drilling followed by hydraulic  
fracturing. The Group had submitted the required report to the  
government, in which it undertook not to use hydraulic fracturing  
in light of the current prohibition. An appeal has therefore been filed  
in December 2011 with the administrative court requesting that  
the judge cancel the revocation of the license.  
In Tajikistan, TOTAL signed an agreement in December 2012  
with a view to acquiring a 33.3% stake in the Bocktar PSC.  
This transaction is subject to approval by the authorities.  
2
.1.7.6. Europe  
In 2012, TOTAL’s production in Europe was 427 kboe/d,  
representing 19% of the Group’s overall production, compared  
to 512 kboe/d in 2011 and 580 kboe/d in 2010.  
In Italy, the Tempa Rossa field (75%, operator), discovered in 1989  
and located on the unitized Gorgoglione concession (Basilicate  
region), is one of the Group principal exploration and production  
assets in the country. In March 2013, TOTAL has finalized an  
agreement to sell a 25% interest in the Tempa Rossa fields.  
The transfer of interests will take effect after the Italian authorities  
have approved the transactions.  
In Bulgaria, the Khan Asparuh license (100%, operator), which  
2
covers 14,220 km in the Black Sea, was awarded to TOTAL in  
July 2012 and a concession agreement was signed in August 2012.  
TOTAL has agreed to collect the seismic data and to drill two wells  
during the five-year term of the contract. An agreement to divest  
In 2011, Total Italia acquired an additional 25% stake in the Tempa  
Rossa field, thereby increasing its share to 75%, as well as an interest  
in two exploration licenses. Although preparation work started in  
early August 2008, the proceedings initiated by the Prosecutor  
of the Potenza Court against Total Italia led to a freeze in the  
preparation work (for additional information, see paragraph 5.,  
Chapter 7, Legal and arbitration proceedings). New calls for tenders  
were launched related to certain contracts that had been cancelled.  
3
0% stakes to OMV and Repsol was concluded in November 2012.  
Under the terms of this agreement, OMV will be the operator in the  
seismic phase and will then hand over the operatorship to TOTAL.  
In Cyprus, TOTAL is present on two deep offshore exploration licenses  
for Blocks 10 and 11, which were obtained in the second offshore  
exploration round launched by the Cypriot government in 2012.  
TOTAL signed two production-sharing contracts at the beginning  
2
2
of 2013 for these blocks which extend over 2,572 km and 2,958 km ,  
respectively, and are located in the southwest of Cyprus, in water  
depths ranging from 1,000 m to 2,500 m. The exploration of these  
blocks will begin with seismic surveys.  
Drilling of the Gorgoglione 2 appraisal well that started in June 2010  
reached its final depth and was tested in 2012, confirming the results  
of the previous wells. The final investment decision was made  
in July 2012, following the approval of the state and regional  
authorities. The extension plan for the Tarente refinery export system,  
needed for the development of the Tempa Rossa field, was approved  
at the end of 2011. Start-up of production is expected in 2016 with  
a capacity of 55 kboe/d.  
In Denmark, TOTAL has owned since 2010 an 80% stake in and the  
operatorship for licenses 1/10 (Nordjylland) and 2/10 (Nordsjaelland,  
formerly Frederoskilde). These onshore licenses, the shale gas  
potential of which has yet to be assessed, cover areas of 3,000 km²  
and 2,300 km², respectively. Following geoscience surveys on license  
In Norway, where the Group has had operations since the mid-  
1960s, TOTAL has equity stakes in ninety-one production licenses  
on the Norwegian continental shelf, twenty-three of which it  
operates. In 2012, the Group’s production was 275 kboe/d,  
compared to 287 kboe/d in 2011 and 310 kboe/d in 2010.  
1/10 in 2011, the decision was made to drill a well. Initially planned  
for 2013, this well is expected to be delayed due to additional  
environmental studies requested by the local authorities.  
Geoscience surveys are ongoing on license 2/10.  
9
0 kboe/d is from the Greater Ekofisk Area located in the southern  
In France, the Group’s production was 13 kboe/d in 2012,  
compared to 18 kboe/d in 2011 and 21 kboe/d in 2010. TOTAL’s  
major assets are the Lacq (100%) and Meillon (100%) gas fields,  
located in the southwest part of the country.  
sector of the North Sea, 106 kboe/d comes from the central and  
northern portions of the North Sea and 79 kboe/d comes from  
the Haltenbanken region and the Barents Sea.  
In the Norwegian North Sea, where a numerous of development  
projects have just been launched, the most substantial  
contribution to the Group’s production, for the most part  
non-operated, comes from the Greater Ekofisk Area  
On the Lacq field, operated since 1957, a carbon capture and storage  
pilot was commissioned in January 2010. In connection with  
this project, a boiler has been modified to operate in an oxy-fuel  
combustion environment and the carbon dioxide emitted is captured  
and re-injected in the depleted Rousse field. As part of TOTAL’s  
Sustainable Development policy, this project will allow the Group  
to assess one of the technological possibilities for reducing carbon  
dioxide emissions. Most of the objectives of the experiment having  
been reached, the injection of carbon dioxide, came to an end in  
the first quarter 2013. For additional information, see Chapter 12.  
(e.g., Ekofisk, Eldfisk, Embla).  
- Several projects are underway on the Greater Ekofisk Area,  
located in the south. The Group owns a 39.9% stake in the  
Ekofisk and Eldfisk fields. The Ekofisk South and Eldfisk 2  
projects, each with a capacity of 70 kboe/d, were launched  
in June 2011 following approval of the development and  
operation plans by the authorities. The production is scheduled  
to start in 2014 for Ekofisk South and in 2015 for Eldfisk 2.  
The project relating to the construction and installation of the  
new Ekofisk accommodation and field services center platform  
is now in its third year.  
Agreements were signed in December 2011 for the sale of the  
Itteville, Vert-le-Grand, Vert-le-Petit, La Croix Blanche, Dommartin  
Lettrée and Vic-Bilh assets. The operation of these concessions  
and the production rights were transferred in January 2012.  
Agreements for the sale of the Lacq, Lagrave and Pécorade  
assets were also signed in February 2012. These agreements  
remain subjet to approval by the authorities, expected in 2013.  
-
On the Greater Hild Area, located in the north and in which the  
Group has a 51% stake (operator), the Martin Linge development  
scheme (capacity of 80 kboe/d, formerly known as Hild) was  
selected at the end of 2010 and approved by the authorities in  
2012, with production start-up scheduled for 2016.  
The Montélimar exclusive exploration license, awarded to TOTAL  
in 2010 to assess, in particular, the shale gas potential of the area,  
26  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
-
-
The Islay field, operated by the Group and fully owned by  
TOTAL, was put into production in April 2012. The Islay field  
extends on each side of the Norwegian/Great Britain border  
and the Group’s interest in the Norwegian part is 5.51%.  
A number of successful exploration and appraisal activities  
were carried out in the North Sea in the 2010-2012 period.  
These activities have led to the launch of several development  
projects, some of them are already finalized, others are underway  
or are expected to be approved soon by the authorities:  
In the central section of the North Sea, on license PL102C  
– In the Barents Sea, LNG production on Snøhvit (18.4%) started  
in 2007. This project included the development of the Snøhvit,  
Albatross and Askeladd natural gas fields, and the construction  
of the associated liquefaction facilities (capacity of 4.2 Mt/y).  
A project has been launched in 2012 with the objective of  
improving the performances of the plant.  
Several exploration wells were successfully drilled over  
the 2011-2012 period:  
.
- In October 2012, TOTAL drilled a positive exploration well  
on the Garantiana structure (40%, operator) on license PL554  
in the Nordic North Sea. The drilling of additional exploration  
and appraisal wells in the license is currently under study.  
- In July 2012, TOTAL announced a major gas and condensate  
discovery on the King Lear prospect in licenses 146 and 333  
in the southern Norwegian North Sea (22.2%). An appraisal  
well is planned to be drilled in 2014.  
- In 2011, TOTAL successfully drilled an exploration well on  
the Alve North structure on license PL127 (50%, operator)  
near the Norne field. Preliminary studies have been performed.  
The data from a new seismic campaign is being interpreted.  
- In 2011, TOTAL drilled a positive exploration well on the Norvarg  
structure in the Barents Sea on license PL535 (40%, operator),  
which was awarded during the twentieth licensing round.  
The preliminary development studies have been completed  
and an appraisal well should be drilled in 2013.  
(40%, operator), a fast-track development project had been  
launched for the Atla field (formerly known as David), which was  
discovered in 2010. Gas production started in October 2012,  
less than two years after the discovery of the field.  
Gas production on the Beta West field (10%), a satellite  
of Sleipner, located in the central section of the North Sea,  
started in April 2011.  
.
.
In the Visund area of the Nordic North Sea on license PL120  
(7.7%), the Visund South fast-track development project for  
the Pan/Pandora discoveries was completed in the fourth  
quarter of 2012. Production started up in November 2012.  
Visund North, a second fast-track development project, was  
launched at the end of 2011 to redevelop the northern portion  
of the Visund field and provide development infrastructure for  
the nearby exploration prospects and discoveries (Titan) inside  
the license. Production is scheduled to start at the end of 2013.  
The authorities approved the extension of the PL20 license  
The Group improved its asset portfolio in Norway by obtaining  
new licenses and divesting a number of non-strategic assets:  
(Visund) until the end of 2034.  
.
.
.
The Stjerne project was launched in 2011 to develop the Katla  
structure discovered in 2009, located on license PL104 (14.7%)  
south of Oseberg in the Nordic North Sea. Start-up of  
production is expected in 2013.  
– In the beginning of 2013, TOTAL obtained eight new licences  
of which four as operator at the occasion of licensing round  
APA 2012 (Awards in Predefined Areas). All these licenses are  
localized in the Nowergian North sea: PL661 (60%, operator),  
PL662 (60%, operator) and PL667 (50%, operator) in the Ekofisk  
area, PL675 (40%) and PL676S (20%) in the central part, and  
PL190B (10%), PL684 (5%) and PL685 (40%, operator) in the north.  
The fast-track development project of the Vigdis North East  
structure (PL089, sold as part of the 2012 transaction with  
ExxonMobil described below), which was discovered in 2009  
and is located south of Snorre, was launched in 2011.  
A positive appraisal well was drilled in 2010 on the southern  
slope of the Dagny structure (38%) north of Sleipner.  
The development project was sanctioned at the end of 2012  
and the plan of development and operation (PDO) submitted  
to the authorities, with an approval expected for mid-2013.  
Production is scheduled to start in 2017.  
In October 2012, TOTAL and ExxonMobil exchanged interests in  
a range of producing and undeveloped assets already in production  
or on the verge of being developed. In exchange for its interests  
in the PL089 license (5.6%) and in the Sygna (2.52%), Statfjord  
Øst (2.8%) and Snorre (6.18%) fields, TOTAL received the interest  
held by ExxonMobil in the Oseberg field (4.7%), the Oseberg  
gas transportation system (4.33%) and the PL029c (100%) and  
PL029b (30%) licenses, which contain part of the Dagny field.  
The agreement was finalized and approved by the Norwegian  
authorities in the fourth quarter of 2012. TOTAL’s share of the  
PL104 license is 14.7% and it holds a 38% stake in the Dagny  
structure. TOTAL no longer holds a stake in license PL089.  
In the Norwegian Sea, the Haltenbanken area includes  
the Tyrihans (23.2%), Linnorm (20%), 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.  
The Åsgard sub-sea compression project, which will increase  
hydrocarbon recovery on the Åsgard and Mikkel fields, was  
approved by the Norwegian authorities in 2012. All the main  
contracts have been awarded.  
– At the beginning of 2012, during licensing round APA 2011,  
TOTAL obtained eight new licenses including five as operator.  
In 2011, TOTAL obtained four new exploration licenses during  
licensing round APA 2010, including one as operator. The Group  
also acquired in 2011 a 40% stake and the role of operator  
of license PL554, north of Visund. The exploration well drilled  
on this license in 2012 resulted in the discovery of Garantiana.  
On the Linnorm gas field, the Onyx South exploration well is  
expected to be drilled in 2013. Gas from Linnorm will be exported  
from the Nyhamna onshore terminal through a new pipeline  
(Polarled project).  
The Polarled project (5.11%) was sanctioned in December 2012  
and the development plan was submitted to the Norwegian  
authorities in January 2013. The project consists in the installation  
of a 481 km long pipeline from the Aasta Hansen field to the  
Nyhamna terminal and in the expansion of the terminal.  
– In June 2011, TOTAL announced that it had signed an agreement  
for the planned sale of its entire stake in Gassled (6.4%) and the  
associated entities. The sale became effective at the end of 2011.  
In 2010, the Group divested its stake in the Valhall and Hod fields.  
Registration Document 2012. TOTAL  
27  
Business overview  
2
Upstream  
In the Netherlands, TOTAL has had natural gas exploration and  
production operations since 1964 and currently owns twenty-four  
offshore production licenses, including twenty that it operates,  
and two offshore exploration licenses, E17c (16.92%) and K1c  
the production on the Elgin, Franklin and West Franklin fields was  
stopped and the personnel of the site were evacuated.  
In May 2012, TOTAL confirmed that the leak from well G4 had  
been successfully stopped and at the end of October 2012,  
well G4 was definitively secured by installing five cement plugs.  
(30%). The Group’s production was 33 kboe/d in 2012, compared  
to 38 kboe/d in 2011 and 42 kboe/d in 2010.  
The enquiry led by TOTAL permitted the clear identification  
of the causes of the accident and the definition of new criteria  
for well integrity to allow the restart of the production  
of Elgin/Franklin in total security.  
The L4-D field (55.66%, operator) started production in  
November 2012.  
A 3D seismic survey of several offshore permits covering an area  
2
of 3,500 km was conducted between May and  
The production on the Elgin/Franklin area restarted on March 9,  
September 2012. The interpretation of the results of this  
campaign is expected at the end of 2013.  
2013, following the approval of the safety case by the UK Health  
and Safety Executive (HSE). Production is resuming gradually,  
and is expected to soon reach close to 70 kboe/d (approximately  
30 kboe/d in TOTAL’s share), corresponding to approximately  
50% of the production potential from the fields.  
The K4-Z development project (50%, operator) began in 2011.  
This development is comprised of two sub-sea wells connected  
to the existing production and transport facilities. Start-up of  
production is expected in 2013.  
In order to recover by 2015 the production level that existed  
before the Elgin incident, a redevelopment project envisaging  
drilling of new infill wells on Elgin and Franklin is currently under  
study.  
The K5-CU development project (49%, operator) was launched  
in 2009 and production started up in early 2011. This development  
includes four wells supported by a platform that was installed in  
2
010 and connected to the K5-A platform by a 15 km gas pipeline.  
In addition, the West Franklin Phase II development project  
remains ongoing with production start-up scheduled for 2014.  
In late 2010, TOTAL disposed of 18.19% of its equity stake in  
the NOGAT gas pipeline and decreased its stake to 5%.  
In addition to Alwyn and the Central Graben, a third area, West of  
Shetland, is undergoing development. This area covers the Laggan  
and Tormore fields, in which TOTAL acquired an 80% stake in  
early 2010.  
In Poland, at the beginning of 2012, TOTAL signed an agreement  
to acquire a 49% stake in the Chelm and Werbkowice exploration  
concessions in order to assess their shale gas potential. A well was  
drilled and tested on the Chelm permit. The results from the well are  
being analyzed. TOTAL asked the authorities to relinquish the  
Werbkowice permit in September 2012 since it did not meet  
expectations.  
The decision to develop these two fields was made in March 2010  
and production is scheduled to start in 2014 with an expected  
capacity of 90 kboe/d. The joint development scheme includes:  
-
sub-sea production facilities,  
In the United Kingdom, where TOTAL has had operations since  
- off-gas treatment (gas and condensates) at a plant located near  
the Sullom Voe terminal in the Shetland Islands, 150 km away, and  
- a new pipeline connected to the Frigg gas pipeline (FUKA) for  
the export of gas to the Saint Fergus terminal.  
1962, the Group’s production was 106 kboe/d in 2012, compared  
to 169 kboe/d in 2011 and 207 kboe/d in 2010. About 90% of  
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 2012, the shutdown of the Elgin,  
Franklin and West Franklin fields due to a gas leak from well G4  
in Elgin severely impacted production.  
In early 2011, a gas and condensate discovery was made on the  
Edradour license (75%, operator), near Laggan and Tormore.  
The development of Edradour East by using the infrastructures  
in place was decided in the end of December 2012.  
On the Alwyn zone (100%), start-up of satellite fields or new  
reservoir compartments allowed production to be maintained.  
Wells N54, N53 and N52 started production in May 2012,  
September 2011 and February 2010, respectively.  
In 2010, the Group’s stake 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.  
TOTAL also holds a stake in three assets operated by other  
parties: the Bruce (43.25%), Keith (25%), and Markham (7.35%)  
fields. The Group’s stakes in other fields operated by third parties  
On the Dunbar field (100%), a new drilling survey (Dunbar phase  
IV) should begin in the middle of 2013 including three work overs  
and six new wells.  
(Seymour, Alba, Armada, Maria, Moira, Mungo/Monan and  
The production on the Islay field (94.49%, gas and condensates)  
started in April 2012.  
Everest) were sold off in 2012.  
Nine new licenses (three in the Northern North Sea, three in Central  
Graben and three in West Shetland) were awarded to TOTAL in the  
twenty-seventh exploration round, the results of which were  
announced on October 25, 2012.  
In February 2012, TOTAL finalized the divestment of its stake  
in the Otter field.  
In October 2011, the decision was made to redevelop the  
Brent South West formation in Alwyn by drilling two wells:  
one production well, which was started in August 2012, and  
one water injection well, which is expected to be drilled during  
the second semester 2013.  
2
.1.7.7. Middle-East  
TOTAL’s production in the Middle East in 2012 was 493  
kboe/d, representing 21% of the Group’s overall production,  
compared to 570 kboe/d in 2011 and 527 kboe/d in 2010.  
In Central Graben, at the end of 2011, TOTAL increased its stake  
in Elgin Franklin Oil & Gas (EFOG), a company through which it holds  
a stake in the Elgin and Franklin fields (46.2%, operator), from 77.5%  
to 100%. Following a gas leak on the Elgin field on March 25, 2012,  
In the United Arab Emirates, where TOTAL has had operations  
since 1939, the Group’s production was 246 kboe/d in 2012,  
compared to 240 kboe/d in 2011 and 222 kboe/d in 2010. In 2012,  
28  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
the country maintained a steady rhythm of production, which led  
to a slight increase of TOTAL’s share of production. The increase  
in production in 2011 was mainly due to higher production by  
Abu Dhabi Company for Onshore Oil Operations (ADCO) and  
Abu Dhabi Marine (ADMA).  
Al Khalij field (100%), the NFB Block (20%) in the North field and the  
Qatargas 1 liquefaction plant (10%). The Group also holds a 16.7%  
in Qatargas 2 train 5.  
In November 2012, TOTAL and Qatar Petroleum signed a new  
agreement to continue their partnership on the Al Khalij field for  
an additional 25-year period. Under the terms of this protocol,  
as from 2014, TOTAL will remain the operator with a 40% stake  
and Qatar Petroleum will hold a 60% stake.  
TOTAL holds a 75% stake (operator) in the Abu Al Bu Khoosh field,  
a 9.5% stake in ADCO, which operates the five major onshore  
fields in Abu Dhabi, and a 13.3% stake in ADMA, which operates  
two offshore fields. TOTAL also has a 15% stake in Abu Dhabi Gas  
Industries (GASCO), which produces NGL and condensates from  
the associated gas produced by ADCO, and a 5% stake in Abu  
Dhabi Gas Liquefaction Company (ADGAS), which produces LNG,  
NGL and condensates.  
The production contract for the Dolphin gas project, 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.  
The ADCO license expires in January 2014. In 2012, the Abu Dhabi  
authorities started the discussions to define the future of ADCO  
beyond that date.  
Production of Qatargas 2 train 5, which started in 2009, is 8 Mt/year.  
TOTAL has been a shareholder in this train since 2006. An agreement  
to share the two liquefaction trains of the Qatargas project  
(trains 4 and 5) was signed in 2011. The agreement provides  
for a 50/50 split of the physical production of the two trains  
as well as the associated operating costs and capital outlay.  
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.  
In early 2011, TOTAL and IPIC, a government-owned entity in Abu  
Dhabi, signed a memorandum of understanding (MOU) with a view  
to developing projects of common interest in the Upstream oil and  
gas sectors. The analyses continue.  
The Group has a 24.5% stake in Dolphin Energy Ltd. alongside  
Mubadala, a company owned by the government of Abu Dhabi,  
to market gas produced primarily in Qatar to the United Arab Emirates.  
The Group became a partner in the offshore BC exploration permit  
25%) in May 2011.  
(
The Group also owns 33.33% of Ruwais Fertilizer Industries (FERTIL),  
which produces urea. FERTIL 2, a new project, was launched in  
In Syria, TOTAL has interests in the Deir Ez Zor permit through its  
50% stake in DEZPC (100%, operator) and through the Tabiyeh  
contract, which came into effect in October 2009. The Group had no  
production in 2012 compared to 53 kboe/d in 2011 and 39 kboe/d  
in 2010. TOTAL suspended its activities contributing to the production  
of hydrocarbons in Syria in December 2011, in compliance with the  
European Union’s regulations regarding this country. For additional  
information, see Chapter 4 (Risk Factors).  
2009 to build a new granulated urea unit with a capacity of 3,500 t/d  
(1.2 Mt/y). This project is currently being started and is expected to  
permit FERTIL to double its production to reach 2 Mt/y by mid-2013.  
In Iraq, TOTAL holds an 18.75% stake in the development and  
production contract of the Halfaya field in the Missan province.  
Production of phase 1 of the project (capacity of 100 kb/d) started  
in June 2012 and was 12 kboe/d over the last six months of 2012  
(
6 kboe/d on overage over the year). The definitive development  
In Yemen, where TOTAL has had operations since 1987,  
production was 65 kboe/d in 2012, compared to 86 kboe/d  
in 2011 and 66 kboe/d in 2010.  
plan (estimated capacity of 535 kb/d) was submitted to the  
authorities in the beginning of 2013.  
In mid-2012, TOTAL finalized the acquisition of a 35% stake in  
the Safen (TOTAL will become the operator when a discovery is  
declared) and Harir exploration Blocks (respectively covering 424 km2  
TOTAL has an equity stake in the Yemen LNG project (39.62%).  
As part of this project, the Balhaf liquefaction plant 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 first LNG train was commissioned in October 2009 and  
the second came online in April 2010. The plant’s nominal capacity  
is 6.7 Mt of LNG per year. 2012 witnessed eight sabotage attacks  
on the pipeline, which resulted in production losses of nearly 24%.  
2
and 705 km , northeast of Erbil), and a 20% stake in the Taza Block  
2
(
505 km , southwest of Souleimaniye). The drilling of the Harir 1 well  
was completed in the beginning of 2013 and the drilling of the Taza 1  
well is in progress. Two new wells are scheduled in 2013.  
In Iran, the Group has had no production since 2010. The 2010  
production of 2 kb/d came from remaining payments under buyback  
contracts. For additional information, see Chapter 4 (Risk Factors).  
TOTAL also has stakes in two oil basins, as the operator of Block  
10 (Masila Basin, East Shabwa license, 28.57%) and as a partner  
on Block 5 (Marib basin, Jannah license, 15%).  
In Oman, the Group’s production in 2012 was 37 kboe/d, stable  
compared to 2011 and 2010. The Group produces oil primarily on  
Block 6 (4%)(1) as well as on Block 53 (2%) , and it produces  
Liquefied Natural Gas through its stake in the Oman LNG  
TOTAL owns stakes in five onshore exploration licenses: Blocks 69  
and 71 (40%), Block 70 (50.1%, operated by TOTAL since July 2010),  
and Block 72 (36%, operated by TOTAL since October 2011).  
(2)  
(3)  
(
5.54%)/Qalhat LNG (2.04%) liquefaction plant ,which has a  
In December 2012, TOTAL’s acquisition of a 40% interest in the  
Block 3 exploration license, which it will operate, became effective.  
capacity of 10.5 Mt/y.  
In Qatar, where TOTAL has had operations since 1936, the Group’s  
production in 2012 was 139 kboe/d, compared to 155 kboe/d in  
2011 and 164 kboe/d in 2010. The Group has equity stakes in the  
(
(
(
1) TOTAL has a direct interest of 4.00% in Petroleum Development Oman LLC, operator of Block 6, in wich TOTAL has an indirect interest of 4.00% via Pohol (equity affiliate).  
2) TOTAL has indirect interest of 2.00% in Block 53.  
3) TOTAL’s indirect stake in Qalhat LNG through its stake in Oman LNG.  
Registration Document 2012. TOTAL  
29  
Business overview  
2
Upstream  
2.1.8. Oil and gas acreage  
As of December 31,  
2012  
2011  
2010  
(in thousands of acres)  
Undeveloped  
acreage(  
Developed  
acreage  
Undeveloped  
Developed  
acreage  
Undeveloped  
Developed  
acreage  
a)  
(a)  
(a)  
acreage  
acreage  
Europe  
Africa  
Gross  
Net  
10,015  
6,882  
724  
176  
6,478  
3,497  
781  
185  
6,802  
3,934  
776  
184  
Gross  
Net  
135,610  
88,457  
1,256  
337  
110,346  
65,391  
1,229  
333  
72,639  
33,434  
1,229  
349  
Americas  
Middle East  
Asia  
Gross  
Net  
16,604  
6,800  
1,705  
330  
15,454  
5,349  
1,028  
329  
16,816  
5,755  
1,022  
319  
Gross  
Net  
32,369  
3,082  
1,896  
256  
31,671  
2,707  
1,461  
217  
29,911  
2,324  
1,396  
209  
Gross  
Net  
37,208  
18,184  
955  
270  
40,552  
19,591  
930  
255  
36,519  
17,743  
539  
184  
Total  
Gross  
Net(b)  
231,806  
123,405  
6,536  
1,369  
204,501  
96,535  
5,429  
1,319  
162,687  
63,190  
4,962  
1,245  
(
(
a) Undeveloped acreage includes leases and concessions.  
b) Net acreage equals the sum of the Group’s equity stakes in gross acreage.  
2.1.9. Number of productive wells  
As of December 31,  
2012  
2011  
2010  
(number of wells)  
Gross  
productive  
wells  
Net  
productive  
wells(  
Gross  
productive  
wells  
Net  
Gross  
productive  
wells  
Net  
productive  
productive  
a)  
(a)  
(a)  
wells  
wells  
Europe  
Africa  
Oil  
Gas  
410  
330  
111  
117  
576  
358  
151  
125  
569  
368  
151  
132  
Oil  
Gas  
2,216  
156  
593  
48  
2,275  
157  
576  
44  
2,250  
182  
628  
50  
Americas  
Middle East  
Asia  
Oil  
Gas  
898  
2,892  
258  
546  
877  
2,707  
247  
526  
884  
2,532  
261  
515  
Oil  
Gas  
6,488  
371  
462  
49  
7,829  
372  
721  
49  
7,519  
360  
701  
49  
Oil  
206  
75  
209  
75  
196  
75  
Gas  
1,912  
578  
1,589  
498  
1,258  
411  
Total  
Oil  
Gas  
10,218  
5,661  
1,499  
1,338  
11,766  
5,183  
1,770  
1,242  
11,418  
4,700  
1,816  
1,157  
(a) Net wells equal the sum of the Group’s equity stakes in gross wells.  
30  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
2.1.10. Number of net oil and gas wells drilled annually  
As of December 31,  
2012  
2011  
2010  
Net  
productive  
wells  
Net dry  
wells  
Total net  
wells  
Net  
productive  
wells  
Net dry  
wells  
Total net  
wells  
Net  
productive  
wells  
Net dry  
wells  
Total net  
wells  
drilled(  
a)  
drilled  
(a)  
drilled  
(a)  
drilled  
(a)  
drilled  
(a)  
drilled  
(a)  
drilled(  
a)  
drilled  
(a)  
drilled  
(a)  
Exploratory  
Europe  
Africa  
Americas  
Middle East  
Asia  
0.9  
4.9  
3.9  
-
3.3  
2.8  
0.6  
-
4.2  
7.7  
4.5  
-
1.5  
2.9  
1.2  
1.2  
2.1  
1.7  
1.5  
1.3  
0.8  
3.7  
3.2  
4.4  
2.5  
2.0  
5.8  
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  
2.4  
1.4  
3.8  
Subtotal  
12.1  
8.1  
20.2  
8.9  
9.0  
17.9  
8.4  
7.6  
16.0  
Development  
Europe  
Africa  
Americas  
Middle East  
Asia  
6.0  
22.7  
70.6  
43.3  
127.8  
0.7  
-
131.7  
6.7  
22.7  
202.3  
43.3  
7.5  
24.7  
113.1  
32.6  
-
-
7.5  
24.7  
195.3  
35.2  
5.0  
18.1  
135.3  
29.5  
-
5.0  
18.1  
247.8  
31.0  
-
112.5  
1.4  
82.2  
2.6  
-
-
-
127.8  
118.4  
118.4  
59.3  
-
59.3  
Subtotal  
Total  
270.4  
282.5  
132.4  
140.5  
402.8  
423.0  
296.3  
305.2  
84.8  
93.8  
381.1  
399.0  
247.3  
255.7  
113.9  
121.5  
361.2  
377.2  
(a) Net wells equal the sum of the Group’s equity stakes in gross wells.  
2.1.11. Drilling and production activities in progress  
As of December 31,  
2012  
2011  
2010  
(number of wells)  
Gross  
Net(a)  
Gross  
Net(a)  
Gross  
Net(a)  
Exploratory  
Europe  
Africa  
Americas  
Middle East  
Asia  
1
4
7
2
2
1.0  
1.3  
3.4  
1.1  
1.3  
2
2
3
-
2.0  
0.8  
1.0  
-
3
4
2
2
2
2.1  
1.4  
0.9  
1.2  
1.1  
1
0.6  
Subtotal  
16  
8.1  
8
4.4  
13  
6.7  
Development  
Europe  
Africa  
Americas  
Middle East  
Asia  
23  
25  
29  
93  
171  
6.2  
6.4  
8.2  
6.1  
49.2  
21  
31  
22  
26  
11  
4.5  
11.3  
5.7  
3.5  
5.1  
21  
29  
99  
20  
23  
3.8  
6.4  
29.2  
5.1  
9.8  
Subtotal  
Total  
341  
357  
76.1  
84.2  
111  
119  
30.1  
34.5  
192  
205  
54.3  
61.0  
(a) Net wells equal the sum of the Group’s equity stakes in gross wells.  
Registration Document 2012. TOTAL  
31  
Business overview  
2
Upstream  
2.1.12. Interests in pipelines  
The table below sets forth TOTAL’s interests in oil and gas pipelines as of December 31, 2012.  
Pipeline(s)  
Europe  
Origin  
Destination  
% interest Operator Liquids  
Gas  
France  
TIGF  
Network South West  
-
100.00  
x
-
x
Norway  
Frostpipe (inhibited)  
Heimdal to Brae Condensate Line  
Kvitebjorn pipeline  
Norpipe Oil  
Lille-Frigg, Froy  
Heimdal  
Kvitebjorn  
Ekofisk Treatment center  
Oseberg, Brage  
and Veslefrikk  
Sleipner East  
Troll B and C  
Oseberg  
Brae  
Mongstad  
Teeside (UK)  
36.25  
16.76  
5.00  
34.93  
12,98  
-
-
-
-
-
x
x
x
x
x
-
-
-
-
-
Oseberg Transport System  
Sture  
Karsto  
Vestprosess  
Sleipner East Condensate Pipe  
Troll Oil Pipeline I and II  
10.00  
3.71  
-
-
x
x
-
-
(
Mongstad refinery)  
Vestprosess  
Mongstad refinery)  
Vestprosess  
Kollsnes (Area E)  
5.00  
-
x
-
(
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 Graben Liquid  
Alwyn North  
Bruce  
Elgin-Franklin  
Cormorant  
Forties (Unity)  
ETAP  
100.00  
43.25  
15.89  
x
-
-
x
x
x
-
-
-
Export Line (LEP)  
Frigg System: UK line  
Alwyn North, Bruce and others St.Fergus (Scotland)  
100.00  
16.00  
25.73  
54.66  
x
-
-
-
x
-
x
-
x
x
Ninian Pipeline System  
Shearwater Elgin Area Line (SEAL)  
SEAL to Interconnector Link (SILK)  
Ninian  
Sullom Voe  
Bacton  
Elgin-Franklin, Shearwater  
Bacton  
Interconnector  
x
-
Africa  
Gabon  
Mandji Pipes  
Rabi Pipes  
Mandji fields  
Rabi fields  
Cap Lopez Terminal  
Cap Lopez Terminal  
100.00(a)  
100.00(a)  
x
x
x
x
-
-
Americas  
Argentina  
Gas Andes  
TGN  
Neuquen Basin (Argentina) Santiago (Chile)  
Network (Northern Argentina)  
56.50  
15.40  
32.68  
x
-
-
-
-
-
x
x
x
TGM  
TGN  
Uruguyana (Brazil)  
Bolivia  
Transierra  
Yacuiba (Bolivia)  
Bolivia-Brazil border  
Cusiana  
Rio Grande (Bolivia)  
11.00  
-
-
-
-
-
x
x
-
Brazil  
TBG  
Porto Alegre via São Paulo 9.67  
Colombia  
Ocensa  
Covenas Terminal  
5.20  
x
Asia  
Yadana  
Rest of world  
BTC  
Yadana (Myanmar)  
Baku (Azerbaijan)  
Ban-I Tong (Thai border) 31.24  
x
-
-
x
-
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) Interest of Total Gabon. The Group has a financial interest of 58.28% in Total Gabon.  
32  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
2.2. Gas & Power  
Gas & Power’s primary objective is to contribute to the growth of  
the Group by ensuring sales outlets for its current and future natural  
gas reserves and production.  
In Qatar, TOTAL signed purchase agreements in 2006 for 5.2 Mt/y  
of LNG from train 5 (16.7%) of Qatargas 2 over a 25-year period.  
This LNG is marketed mainly in France, the United Kingdom and  
North America. LNG deliveries started in 2009.  
In order to optimize these gas resources, particularly liquefied natural  
gas (LNG), Gas & Power’s activities include trading and marketing  
of natural gas, liquefied natural gas, liquefied petroleum gas (LPG) and  
electricity, as well as shipping. Gas & Power also has stakes in  
infrastructure companies (re-gasification terminals, natural gas transport  
and storage, power plants) necessary to implement its strategy.  
In Yemen, TOTAL signed an agreement with Yemen LNG Ltd  
(39.62%) in 2005 to purchase 2 Mt/y of LNG over a 20-year period,  
starting in 2009, which is initially intended for delivery in the United  
States and Europe. LNG deliveries started in 2009.  
Since 2009, part of the volume purchased by the Group pursuant  
to its long-term contracts related to the LNG projects mentioned  
above has been diverted to markets in Asia.  
Gas & Power also manages a coal business line, handling  
everything from production to marketing.  
In Australia, TOTAL increased its stake in the Ichthys LNG project  
from 24% to 30% in early 2013. This project was launched at the  
beginning of 2012 and calls for the construction of two LNG trains,  
each with a capacity of 4.2 Mt/y. In conjunction with this  
acquisition, TOTAL signed an LNG purchase agreement for 0.9 Mt/y  
over a 15-year period. Deliveries are expected to start in 2017.  
2
.2.1. Liquefied Natural Gas  
A pioneer in the LNG industry, TOTAL today is one of the world’s  
leading players(1) in the sector 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 its positions in most major production  
zones and markets.  
In Angola, TOTAL is involved in the Angola LNG liquefaction project  
(13.6%), which includes a 5.2 Mt/y train. The start-up of the project  
is planned for mid-2013. A subsidiary of Angola LNG Ltd, Angola  
LNG Marketing, in which TOTAL holds an 8.6% stake, was created  
in London in July 2012. This subsidiary acts as an intermediary  
in charge of marketing LNG volumes from the project.  
Through its stakes in liquefaction plants(2) located in Qatar,  
the United Arab Emirates, Oman, Nigeria, Norway and Yemen,  
and its gas supply agreement with the Bontang LNG plant in  
Indonesia, TOTAL markets LNG in all worldwide markets.  
In 2012, TOTAL sold 11.4 Mt of LNG, a decrease of 13% compared  
to 2011 LNG sales (13.2 Mt) and 7% compared to 2010 sales  
In the United States, TOTAL entered into an agreement with Kogas  
in 2012 for the purchase of 0.7 Mt/y of LNG, over a 20-year period,  
from train 3 of the Sabine Pass gas terminal (Louisiana). LNG  
deliveries are expected to start in 2017. This contract is conditional  
to the final investment decision for the project.  
(12.3 Mt). This decrease is due in particular to the decline of the  
Bontang LNG plant production and to the force majeure events  
reported by the Yemen LNG project in 2012. The planned start-up  
of the Angola LNG plant in 2013, together with the Group’s  
liquefaction projects in Australia, Russia and Nigeria are expected  
to allow for growth in the coming years.  
In parallel to this, TOTAL also entered into an agreement with  
Sabine Pass Liquefaction LLC for the purchase over a 20-year  
period of 2 Mt/y of LNG from train 5 of the Sabine Pass terminal.  
LNG deliveries will begin on the date on which train 5 is  
commissioned, which is scheduled for 2018. This agreement  
is conditional on, among other things, export and construction  
permits being obtained by Cheniere for the construction of train  
five and the final investment decision for the project.  
Gas & Power is responsible for LNG operations downstream from  
liquefaction plants. It is in charge of LNG marketing to third parties  
on behalf of Exploration & Production, developing the Group’s LNG  
portfolio for its trading, marketing and transport operations as well  
as re-gasification terminals.  
In addition, TOTAL has signed certain sale agreements for LNG  
from the Group’s global LNG portfolio:  
In Nigeria, TOTAL holds a 15% interest in the Nigeria LNG plant.  
The Group signed an LNG purchase agreement, initially intended  
for deliveries to the United States and Europe, for an initial 0.23 Mt/y  
over a 23-year period starting in 2006, to which an additional  
In China, TOTAL signed an LNG sale agreement with China  
National Offshore Oil Company (CNOOC). Under this agreement,  
which became effective in 2010, TOTAL supplies up to 1 Mt/y  
of LNG to CNOOC over a 15-year period.  
0.94 Mt/y was added when the sixth train came on stream in 2007.  
TOTAL also holds a 17% stake 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.  
In South Korea, TOTAL signed an LNG sale agreement in 2011  
with Kogas. Under this agreement, TOTAL will deliver up to 2 Mt/y  
of LNG to Kogas between 2014 and 2031.  
With regard to LNG transport operations, TOTAL has been  
the direct long-term charterer since 2004 of the Arctic Lady,  
3
a 145,000 m LNG tanker that ships TOTAL’s share of production  
In Norway, as part of the Snøhvit project, in which the Group holds  
an 18.4% stake, TOTAL signed in 2004 a purchase agreement for  
from the Snøhvit liquefaction plant in Norway. In November 2011,  
TOTAL signed a second long-term contract for the chartering  
of a 165,000 m LNG tanker, the Meridian Spirit (former Maersk  
3
0.78 Mt/y of LNG over a 15-year period primarily intended for North  
America and Europe. LNG deliveries started in 2007.  
Meridian), in order to strengthen its transport capacities with  
regard to its lifting commitments in Norway.  
(
1) Company data, based on upstream and downstream LNG portfolios.  
(2) Exploration & Production is in charge of the Group’s natural gas liquefaction and production operations.  
Registration Document 2012. TOTAL  
33  
 
Business overview  
2
Upstream  
The Group also holds a 30% stake in Gaztransport & Technigaz  
particular to the force majeure events reported by the Yemen LNG  
project and the Snøhvit project in 2012.  
(GTT), which focuses mainly on the design and engineering of  
membrane cryogenic tanks for LNG tankers. At year-end 2012,  
(1)  
out of a worldwide tonnage estimated at 388 LNG tankers ,  
60 active LNG tankers were equipped with membrane tanks  
built under GTT licenses.  
2.2.2.3. LPG  
2
In 2012, TOTAL traded and sold approximately 6.0 Mt of LPG  
(butane and propane) worldwide, compared to 5.7 Mt in 2011  
and 4.5 Mt in 2010. Approximately 20% of these quantities came  
from fields or refineries operated by the Group. LPG trading  
involved the use of eleven time-charters, representing 220 voyages  
in 2012, and approximately seventy-three spot charters.  
2
.2.2. Trading  
In 2012, TOTAL continued to pursue its strategy of developing its  
operations downstream from natural gas and LNG production. The  
aim of this strategy is 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 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.  
2.2.2.4. Coal  
In 2012, TOTAL marketed 8.5 Mt of coal in the international market,  
compared to 7.5 Mt in 2011 and 7.3 Mt in 2010. More than 80%  
of this coal comes from South Africa. Approximately 70% of the  
volume was sold in Asia, where coal is used primarily to generate  
electricity. The remaining volume was marketed in Europe.  
2.2.2.5. Petcoke  
In parallel, the Group has operations in electricity trading and LPG  
as well as coal marketing. Furthermore, TOTAL began to market  
in 2011 the petcoke production of the Port Arthur refinery  
In 2011, TOTAL began to market the petcoke produced by the coker  
at the Port Arthur refinery. Approximately 1.1 Mt of petcoke was sold  
on the international market in 2012, compared to 0.6 Mt in 2011,  
to cement plants and electricity producers mainly in Mexico, Brazil,  
Turkey, China, Dominican Republic and other Latin Americas.  
(United States) on the international market.  
Gas & Power’s trading teams are located in London, Houston,  
Geneva and Singapore and conduct most of their business through  
the Group’s wholly-owned subsidiaries Total Gas & Power and  
Total Gas & Power North America.  
2.2.3. Marketing  
To unlock value from the Group’s production, TOTAL is developing  
gas, electricity and coal marketing operations with end users in the  
United Kingdom, France, Spain and Germany. At the end of 2012,  
the Group enlarged its European marketing coverage by creating  
two marketing affiliates: Total Gas & Power North Europe in Belgium,  
and Total Gas & Power Nederland B.V. in the Netherlands.  
2
.2.2.1. Gas and electricity  
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.  
3
In Europe, TOTAL marketed 1,488 Bcf (42.1 Bm ) of natural gas  
in 2012, including approximately 11% coming from the Group’s  
In the United Kingdom, TOTAL markets gas and electricity  
to the industrial and commercial segments through its subsidiary  
Total Gas & Power Ltd. In 2012, volumes of gas sold amounted  
3
production, compared to 1,500 Bcf (42.5 Bm ) in 2011 and  
3
1
,278 Bcf (36.2 Bm ) in 2010. In addition, TOTAL marketed mainly  
3
3
from external resources 53.3 TWh of electricity in 2012 compared  
to 24.2 TWh in 2011 and 27.1 TWh in 2010.  
to 146 Bcf (4.2 Bm ), compared to 162 Bcf (4.6 Bm ) in 2011 and  
3
173 Bcf (4.9 Bm ) in 2010. Sales of electricity totaled approximately  
3
.9 TWh in 2012, compared to 4.1 Twh in 2011 and in 2010.  
In France, TOTAL markets natural gas through its subsidiary Total  
3
In North America, TOTAL marketed from its own production or  
3
external resources 1,256 Bcf (36 Bm ) of natural gas in 2012, compared  
3
3
to 1,694 Bcf (48 Bm ) in 2011 and 1,798 Bcf (51 Bm ) in 2010.  
Energie Gaz (TEGAZ), the overall sales of which were 176 Bcf (5.0 Bm )  
3 3  
in 2012, compared to 208 Bcf (5.9 Bm ) in 2011 and 226 Bcf (6.4 Bm )  
in 2010. The Group also markets coal to its French customers  
through its subsidiary CDF Energie, with sales of approximately  
2.2.2.2. LNG  
TOTAL has LNG trading operations through spot sales and  
fixed-term contracts as described in section 2.2.1. Since 2009,  
new purchase agreements from the Qatargas 2 and Yemen LNG  
projects and new sale agreements in China, India, Japan, South  
Korea and Thailand have substantially developed the Group’s LNG  
marketing operations, particularly in Asia’s most buoyant markets.  
This spot and fixed-term LNG portfolio allows TOTAL to supply  
gas to its main customers worldwide, while retaining a sufficient  
degree of flexibility to react to market opportunities.  
0
.975 Mt in 2012, compared to 1.2 Mt in 2011 and 1.3 Mt in 2010.  
In Spain, TOTAL markets natural gas to the industrial and commercial  
segments through Cepsa Gas Comercializadora, in which it holds  
a 35% stake. In 2012, volumes of gas sold amounted to 101 Bcf  
3
3
(2.9 Bm ), compared to 2.4 Bm in both 2011 and 2010.  
In Germany, Total Energie created a marketing subsidiary in 2010,  
Total Energy Gas GmbH, which began commercial operations  
in 2011. In 2012, this subsidiary marketed 0.15 Bm of gas  
3
In 2012, TOTAL purchased eighty-seven contractual cargoes and  
eight spot cargos from Qatar, Yemen, Nigeria, Norway, Russia and  
Egypt, compared to ninety-nine and ten, respectively, in 2011 and  
ninety-four and twelve, respectively, in 2010. This decrease is due in  
to industrial and commercial customers.  
The Group also holds stakes in the marketing companies that  
are associated with the Altamira and Hazira LNG re-gasification  
terminals located in Mexico and India, respectively.  
(1) Gaztransport & Technigaz data.  
34  
TOTAL. Registration Document 2012  
Business overview  
Upstream  
2
2.2.4. Gas facilities  
2.2.4.3. LNG re-gasification  
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  
TOTAL develops natural gas transport networks, gas storage  
facilities (both liquid and gaseous) and LNG re-gasification terminals  
downstream from its natural gas and LNG production.  
(
India). This diversified presence allows the Group to access new  
2
.2.4.1. Transport of natural gas  
liquefaction projects by becoming a long-term buyer of a portion  
of the LNG produced at these plants, thereby strengthening its  
LNG supply portfolio.  
In France, TIGF (Transport Infrastructures Gaz France) comprises  
the Group’s transport operations located in the southwest. This  
wholly-owned subsidiary operates  
a regulated transport network of 5,000 km of gas pipelines. As part  
of the development of Franco-Spanish interconnections, TOTAL  
decided in 2011 to complete the Euskadour (France-Spain link)  
project with commissioning scheduled in 2015. This decision  
followed the decisions made in 2010 to invest in the Artère du  
Béarn and Girland gas pipeline projects (reinforcement of Artère  
de Guyenne), with commissioning scheduled in 2013.  
In France, TOTAL holds a 27.54% stake in the Company Fosmax,  
formerly called Société du Terminal Méthanier de Fos Cavaou,  
and has, through its subsidiary Total Gas & Power Ltd.,  
a re-gasification capacity of 2.25 Bm /y. The terminal received  
fifty-six vessels in 2012, compared to fifty-nine in 2011.  
3
In 2011, TOTAL acquired a 9.99% stake in Dunkerque LNG in order  
to develop a methane terminal project with a capacity of 13 Bm /y.  
3
Trade agreements have also been signed which allow TOTAL to reserve  
up to 2 Bm /y of re-gasification capacity over a 20-year period. The  
project is underway and commissioning of the terminal is scheduled  
for the end of 2015.  
In addition, in 2012 TIGF continued to implement the Third Energy  
Package adopted by the European Union in July 2009, which entails  
splitting network operations from production and supply operations.  
3
New conditions in the European gas market and, in particular,  
the plan for reorganization of gas transmissions launched by Europe  
in 2012, have caused TOTAL to seek buyers capable of ensuring  
TIGF’s long-term development. On February 5, 2013, TOTAL has  
entered into exclusive negotiations with a consortium comprising  
Snam, EDF and GIC that has submitted a firm offer to acquire all  
outstanding shares of TIGF.  
In the United Kingdom, through its equity interest in the  
Qatargas 2 project, TOTAL holds an 8.35% stake in the South  
Hook LNG re-gasification terminal and an equivalent right of use  
to the terminal. Phase 2 of the terminal was commissioned in 2010,  
which increased the terminal’s total capacity to 742 Bcf/y (21 Bm /y).  
In 2012, the terminal re-gasified sixty-eight cargoes from Qatar,  
compared to nearly one hundred in 2011.  
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 Argentinean, Chilean and Brazilian markets from  
gas-producing basins in Bolivia and Argentina, where the Group  
has natural gas reserves. These natural gas transport companies  
face a difficult operational and financial environment in Argentina  
stemming from the absence of an increase in transport tariffs  
and restrictions imposed on gas exports. However, GasAndes,  
a company in which TOTAL holds a 56.5% stake, successfully  
negotiated positive financial arrangements with all its customers.  
In Mexico, TOTAL sold in 2011 its entire stake in the Altamira  
re-gasification terminal, but it retained a 25% reservation of the  
3
terminal’s capacity (i.e., 59 Bcf/y, or 1.7 Bm /y) through its 25%  
stake in Gas del Litoral.  
In the United States, TOTAL has reserved a re-gasification capacity  
3
of approximately 353 Bcf/y (10 Bm /y) at the Sabine Pass terminal  
(Louisiana) for a 20-year period ending in 2029. In April 2012,  
the Sabine Pass terminal received the authorization to export LNG  
from four trains of liquefaction, which would involve converting  
the re-gasification plants into liquefaction plants. As a result, TOTAL  
negotiated financial compensation with Cheniere, the terminal’s  
operator, in the event that the capacity reserved by TOTAL for  
re-gasification is restricted before 2029 as a result of the conversion  
of the terminal.  
2.2.4.2. Storage of natural gas and LPG  
In France, the Group’s storage operations located in the southwest  
are grouped under TIGF. This subsidiary operates two storage units  
under a negotiated legal regime with a usable capacity of 95 Bcf  
In India, TOTAL holds a 26% stake in the Hazira terminal, which  
(
2.7 Bm3).  
in 2013 is expected to have a natural gas re-gasification capacity  
3
of 244 Bcf/y (6.9 Bm /y). The terminal, located on the west coast  
Through its 29.5% stake in Géométhane, TOTAL owns natural  
gas storage in a salt cavern in Manosque with a capacity of  
of India in the Gujarat state, is a merchant terminal with operations  
that cover both LNG re-gasification and gas marketing. After a year  
of sluggish activity in 2010, the terminal’s full capacities are under  
contract for 2011 and 2012 as well as 2013. The Indian market’s  
strong growth prospects have led to plans for an investment  
decision in 2013 aimed at increasing the terminal’s capacity  
3
3
1
0.5 Bcf (0.3 Bm ). A 7 Bcf (0.2 Bm ) increase in storage capacity  
is scheduled to be commissioned in 2017-2018.  
In India, TOTAL holds a 50% stake in South Asian LPG Limited  
(SALPG), a company that operates an underground import and  
3
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 2012, inbound vessels transported 950 kt of LPG,  
compared to 850 kt in 2011 and 779 kt in 2010.  
to at least 343 Bcf/y (9.7 Bm /y) by 2017.  
2.2.5. 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.  
Registration Document 2012. TOTAL  
35  
Business overview  
2
Upstream  
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 holds a 20% stake. The Taweelah A1 power  
plant, in operation since 2003, currently has net power generation  
capacity of 1,600 MW and water desalination capacity of 385,000 m3  
per day. The plant’s production is sold to Abu Dhabi Water and  
Electricity Company (ADWEC) as part of a long-term agreement.  
In Thailand, TOTAL owns 28% of Eastern Power and Electric  
Company Ltd, which operates the combined-cycle gas power plant  
in Bang Bo, with a capacity of 350 MW, in operation since 2003.  
The plant’s production is sold to the Electricity Generating Authority  
of Thailand under a long-term agreement.  
2.2.6. Coal production  
In Nigeria, TOTAL and its partner, the state-owned Nigerian  
National Petroleum Corporation (NNPC), 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:  
For nearly thirty years, TOTAL has produced and exported coal  
from South Africa primarily to Europe and Asia. In 2012, TOTAL  
produced 4.4 Mt of coal.  
The subsidiary Total Coal South Africa (TCSA) owns and operates  
five mines in South Africa. The Group continues to study other  
projects aimed at developing its mining resources.  
The Afam VI project, part of the Shell Petroleum Development  
Company (SPDC) joint venture in which TOTAL holds a 10%  
stake, concerns the development of a 630 MW combined-cycle  
power plant in production since the end of 2010;  
The South African coal produced by TCSA or bought from  
third-parties’ mines is either marketed locally or exported through  
the port of Richard’s Bay, in which TOTAL holds a 5.7% interest.  
The development of a new 417 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  
(40%, operator). A final investment decision is expected in 2014  
and commissioning is scheduled in 2015 in open-cycle and 2016  
in closed-cycle. The power plant will be connected to the existing  
power grid through a new 108 km high-voltage transmission line.  
36  
TOTAL. Registration Document 2012  
Business overview  
Refining & Chemicals  
2
3. Refining & Chemicals segment  
In October 2011, the Group announced a proposed reorganization  
of its Downstream and Chemicals segments. The reorganization  
became effective on January 1, 2012, with the creation of a  
Refining & Chemicals segment, a large industrial group that  
encompasses refining, petrochemicals, fertilizers and specialty  
chemicals operations. This segment also includes oil trading and  
shipping activities. As a result, certain information has been  
restated according to the new organization.  
In 2012, refinery throughput decreased by 4% compared to 2011,  
reflecting essentially the portfolio effect relating to the sale of the  
Group’s interest in CEPSA at the end of July 2011 and the closure  
of the Rome refinery at the end of the third quarter 2012. Excluding  
these portfolio effects, throughput increased by 4% due to  
increased availability of the Group’s refineries. As in 2011, 2012  
was marked by higher levels of planned maintenance at European  
refineries, in particular the temporary shut-down of the Normandy  
refinery during the upgrading project at the end of 2012, as well as  
scheduled maintenance at the Provence and Feyzin refineries.  
Among the world’s ten largest integrated producers(1)  
Refining capacity of approximately 2 Mb/d at year-end 2012  
One of the leading traders of oil and refined products worldwide  
1,9 billion invested in 2012  
Refining & Chemicals segment financial data  
51,545 employees  
(M)  
2012  
2011  
2010  
Non-Group sales  
91,117  
1,513  
1,414  
384  
77,146  
613  
65,156  
793  
1,012  
475  
Refinery throughput(a)  
Adjusted operating income  
Adjusted net operating income  
Contribution of Specialty Chemicals  
848  
423  
(in kb/d)  
2010  
2011  
2012  
2,009  
1,863  
1,786  
For 2012, the ERMI was 36.0 $/t, more than double the average  
during 2011.  
Adjusted net operating income from the Refining & Chemicals  
segment in 2012 was 1,414 million, an increase of 67%  
compared to 848 million in 2011. Expressed in dollars, adjusted  
net operating income was $1.8 billion, an increase of 54%  
compared to 2011. This increase is mainly due to the positive effect  
of improved refining margins in Europe, noting that throughput at  
the Group’s refineries decreased on a global basis by 4% between  
the two periods, and the petrochemical environment weakened,  
particularly in Europe and in polymers. The decrease in adjusted net  
operating income for the Specialty Chemicals is attributable entirely  
to the sale of the resins business in mid-2011.  
1
,756  
1
,617  
1
,523  
Europe  
Rest of  
World  
2
53  
246  
263  
(
a) Including TOTAL’s share in CEPSA,  
through July 31, 2011, and in TotalErg.  
The ROACE(2) for the Refining & Chemicals segment was 9% for 2012,  
compared to 5% for 2011.  
3.1. Refining & Chemicals  
Refining & Chemicals includes the Group’s refining, petrochemicals,  
fertilizers and specialty chemicals businesses. The petrochemicals  
business includes base petrochemicals (olefins and aromatics)  
and polymer derivatives (polyolefins and polystyrene). The specialty  
chemicals business includes elastomer processing, adhesives and  
electroplating chemistry. TOTAL is one of the world’s ten largest  
to differentiate through the technology used and innovation found  
in its products and processes, and involves pursuing asset portfolio  
management to focus on core businesses.  
3.1.1. Refining & Petrochemicals  
(1)  
integrated producers .  
TOTAL’s worldwide refining capacity was 2,048 kb/d at year-end  
In a context of growing worldwide demand for oil and petrochemicals  
driven by non-OECD countries, the strategy of Refining & Chemicals,  
in addition to the priority placed on safety and environmental  
protection, involves adapting production capacities to changes in  
demand in Europe and the United States by focusing on integrated  
platforms, and expanding in Asia and the Middle East in order to  
access, in particular, dedicated oil and gas resources and to benefit  
from market growth. This strategy is underpinned by an effort  
(3)  
2012, compared to 2,096 kb/d in 2011 and 2,459 kb/d in 2010 .  
The Group’s worldwide refined products sales (including trading  
operations) in 2012 were 3,403 kb/d, compared to 3,639 kb/d  
in 2011 and 3,776 kb/d in 2010.  
TOTAL has equity stakes in twenty refineries (including nine that  
it operates) located in Europe, the United States, the French West  
Indies, Africa, the Middle East and China.  
(
(
(
1) Based on publicly available information, 2011 consolidated sales.  
2) Calculated based on adjusted net operating income and average capital employed, using replacement cost.  
3) The 2010 and 2011 data was restated to take into account notably the Ras Laffan refinery in Qatar, which was formerly part of Exploration & Production prior to the 2012 reorganization.  
Registration Document 2012. TOTAL  
37  
 
 
Business overview  
2
Refining & Chemicals  
Refining & Chemicals manages the refining operations located  
in Europe (excluding the joint ventureTotalErg in Italy), the United  
States, the Middle East and Asia, for a capacity of 1,953 kb/d  
 In France, the Group owns five refineries and continues to adapt  
its refining capacities and shift the production emphasis to diesel  
due to the structural decline in the demand for petroleum  
products in Europe and an increase in gasoline surpluses.  
(1)  
at year-end 2012 (i.e., 95% of the Group’s total capacity ).  
The petrochemicals businesses (production and marketing of  
base petrochemicals and polymer derivatives) are located mainly  
in Europe, the United States, Qatar and in South Korea. Most  
of these sites are either adjacent or connected by pipelines to  
Group refineries. As a result, TOTAL’s petrochemical operations  
are integrated within its refining operations.  
Since 2010, TOTAL has been implementing its project to  
repurpose the Flanders site. The shutdown of the refining  
business results in the gradual dismantling of the units. The  
Group has commenced repurposing the site through the creation  
of four areas: a technical support center, a refining jobs training  
school, an oil depot, and a department whose role is to support  
the general revitalization of the site.  
The goal of the Refining & Petrochemicals business is to improve  
the profitability of its operations, including in particular by implementing  
synergies related to refining-petrochemicals integration, and to  
improve operational efficiency (plant availability, cost control,  
energy efficiency) in order to take full advantage of its assets.  
In 2010, the Group divested its minority interest (40%) in the  
Société de la Raffinerie de Dunkerque (SRD), a company that  
specializes in bitumen and base oil production.  
In addition, the industrial plan intended to reconfigure the  
Normandy refinery is ongoing. The project is intended to upgrade  
the refinery and shift the production emphasis to diesel. For this  
purpose, the investments resulted in the eventual reduction of  
the annual distillation capacity to 12 Mt from 16 Mt, upsizing the  
hydrocracker unit for heavy diesel cuts and improving energy  
efficiency by lowering carbon dioxide emissions. The new design  
should be operational early 2014.  
In March 2012, TOTAL finalized the acquisition of 35% of Fina  
Antwerp Olefins, Europe’s second largest base petrochemicals  
(2)  
(monomers) production plant . The acquisition will open new  
opportunities to strengthen the competitiveness of the platform  
in Antwerp and to pursue its integration, which is one of the  
foundations of TOTAL’s strategy.  
In July 2011, TOTAL closed the sale to IPIC of its 48.83% stake in  
CEPSA as part of a public takeover bid on the entire share capital  
of CEPSA. With respect to refining operations, this sale concerned  
mainly four Spanish refineries (Huelva, Algeciras, Tenerife, Tarragona)  
and, with respect to petrochemicals operations, aromatics and  
their derivatives.  
In parallel, the project to modernize the Normandy platform’s  
petrochemical operations was completed in early 2012. This  
project did notably improve the energy efficiency of the steam  
cracker and the high-density polyethylene unit.  
In Belgium and the Netherlands, the Group is studying a  
project intended to increase the conversion capacities of the  
Antwerp and Zeeland refineries. This project would make the  
refineries more complementary and allow the residual gases  
produced by the Antwerp refinery to be used as feedstock  
for the petrochemical steam crackers. In addition, in Feluy,  
TOTAL is building a new-generation expandable polystyrene  
manufacturing plant targeted for the fast-growing insulation  
market, with start-up scheduled for first half 2013.  
3.1.1.1. Europe  
(3)  
TOTAL is the largest refiner in Western Europe .  
In Western Europe, TOTAL’s refining capacity was 1,742 kb/d  
in 2012, compared to 1,787 kb/d in 2011 and 2,135 kb/d in 2010,  
accounting for 85% of the Group’s overall refining capacity.  
The decrease in 2012 was due primarily to the shutdown of the  
Rome refinery, while the decrease in 2011 stemmed mainly from  
the sale of the Group’s stake in CEPSA. The Group operates eight  
refineries in Western Europe (one in Antwerp, Belgium, five in France  
in Donges, Feyzin, Gonfreville, Grandpuits and La Mède, one in  
Immingham in the United Kingdom and one in Leuna, Germany)  
and owns stakes in the Schwedt refinery in Germany, the Zeeland  
refinery in the Netherlands and the Trecate refinery in Italy through  
its interest in TotalErg.  
− In the United Kingdom, the commissioning in 2011 of the  
hydrodesulphurization (HDS) unit at the Lindsey refinery allowed  
the refinery to increase its crude processing flexibility (up to 70%  
of high-sulphur crudes, compared to 10% previously) and its  
low-sulphur diesel production. After announcing in 2010 that it  
would put the Lindsey refinery up for sale as part of the sale of  
downstream activities in the United Kingdom, the Group, after  
receiving no offer meeting its requirements, decided in early 2012  
to keep it in its portfolio.  
The main petrochemical sites are located in Belgium, in Antwerp  
(steam crackers, polyethylene, aromatics) and Feluy (polyolefins,  
polystyrene), and in France, in Carling (steam cracker, polyethylene,  
polystyrene, aromatics), Feyzin (steam cracker, aromatics),  
− In Italy, TotalErg (49%) holds a 25.9% stake in the Trecate  
refinery. The Rome refinery, which was wholly-owned by TotalErg,  
was turned into a depot in October 2012.  
Gonfreville (steam crackers, styrene, polyolefins, polystyrene,  
aromatics) and Lavéra (steam cracker, polypropylene, aromatics).  
Europe accounts for 56% of the Group’s petrochemicals capacity,  
i.e. 11,803 kt in 2012, compared to 11,013 kt in 2011 and 12,721 kt  
in 2010. The increase in 2012 was due mainly to the acquisition of  
3
2
5% of Fina Antwerp Olefins (discussed above), while the decrease in  
011 was due mainly to the sale of the Group’s stake in CEPSA.  
(
(
(
1) Earnings related to the refining assets in Africa, the French West Indies and of the joint venture TotalErg are reported in the results of the Marketing & Services segment.  
2) Company data, 2011 production capacity.  
3) Based on publicly available information, 2011 refining capacities and quantities sold.  
38  
TOTAL. Registration Document 2012  
Business overview  
Refining & Chemicals  
2
3
.1.1.2. North America  
In China, TOTAL holds a 22.4% stake in WEPEC, a company that  
operates a refinery located in Dalian and produces also polypropylene.  
The main sites are located in Texas, in Port Arthur (refinery,  
steam cracker), Bayport (polyethylene) and La Porte (polypropylene),  
and in Carville, Louisiana (styrene, polystyrene).  
The Group is also active through its polystyrene plant in Foshan  
(Guangzhou region), the capacity of which doubled to 200 kt/y  
at the beginning of 2011. TOTAL decided to build a new 200 kt/y  
polystyrene plant in Ningbo in the Shanghai region that is  
scheduled to start up in 2014.  
In 2008, TOTAL launched a program to upgrade the Port Arthur  
refinery that included the construction of a desulphurization unit  
commissioned in 2010, a vacuum distillation unit, a deep-conversion  
unit (coker) and other associated units, which were successfully  
commissioned in 2011. This upgrade enables the refinery to process  
more heavy and high-sulphur crudes and to increase production  
of lighter products, in particular low-sulphur distillates.  
In South Korea, TOTAL holds a 50% stake in Samsung Total  
Petrochemicals Co., Ltd., which operates the petrochemical site  
located in Daesan (condensate splitter, steam cracker, styrene,  
paraxylene, polyolefins). The joint venture completed in mid-2011  
the first debottlenecking phase of the units at the Daesan site,  
with the aim of bringing them to full capacity. This first phase  
included increasing the capacity of the steam cracker to 1,000 kt/y  
and the polyolefin units to 1,150 kt/y. A second phase took place  
in September 2012 and involved increasing the capacity of the  
paraxylene unit to 700 kt/y.  
In 2011, TOTAL and BASF purchased Shell’s stakes in Sabina,  
a butane processing plant, which they transferred to BTP (40%),  
their joint subsidiary that owns the Port Arthur steam cracker.  
This new structure increases synergies between the refinery and  
the steam cracker, which are located on the same site in Port Arthur.  
Furthermore, from April 2013, the BTP cracker will be able to produce  
up to 35% of its ethylene from ethane and 35% from butane, which will  
allow it to benefit from favorable market conditions in the United States.  
In addition, to keep up with growth in the Asian markets, two major  
investments have been approved for planned start-up in 2014:  
a new 240 kt/y EVA(1) unit and a new aromatic unit with a capacity  
of 1.5 Mt/y of paraxylene and benzene, the raw material of which  
will be supplied by a new condensate splitter that will also produce  
kerosene (1.5 Mt/y) and diesel (1.0 Mt/y). As a result, the site’s  
paraxylene production capacity will be increased to 1.8 Mt/y.  
Overall, these projects should result in the plant doubling its  
production capacity between 2011 and 2015.  
3.1.1.3. Asia and the Middle East  
TOTAL is continuing to expand in growth areas and is developing  
sites in countries with favorable access to raw materials.  
In Saudi Arabia, TOTAL and Saudi Arabian Oil Company (Saudi  
Aramco) created a joint venture in 2008, Saudi Aramco Total Refining  
and Petrochemical Company (SATORP) held by Saudi Aramco  
In Qatar, the Group holds interests(2) in two steam crackers  
(62.5%) and TOTAL (37.5%), to build a 400 kb/d refinery in Jubail.  
(Qapco, Ras Laffan) and four polyethylene lines (Qapco, Qatofin).  
TOTAL and Saudi Aramco each plan to retain a 37.5% interest,  
with the remaining 25% expected to be listed on the Saudi stock  
exchange. The main contracts for the construction of the refinery  
were signed in mid-2009, concurrent with the start-up of work.  
Gradual commissioning of the different units is expected in 2013.  
A linear low-density polyethylene plant with a capacity of 450 kt/y,  
which is operated by Qatofin in Messaied, started up in 2009.  
An ethane-based steam cracker in Ras Laffan, designed to produce  
1.3 Mt/y of ethylene, started up in 2010. The new 300 kt/y low-density  
polyethylene line operated by Qapco was commissioned in the third  
quarter 2012.  
The configuration of this refinery is designed for processing heavy  
crudes produced in Arabia and selling fuels and other light products  
that meet strict specifications and that are mainly intended for  
export. The refinery is also integrated with the petrochemical  
units: a 700 kt/y paraxylene unit, a 200 kt/y propylene unit,  
and a 140 kt/y benzene unit.  
TOTAL holds a 10% stake in the Ras Laffan condensate refinery,  
which has a capacity of 146 kb/d. Plans to double the refinery’s  
capacity are being studied.  
(
1) Ethylene and vinyl acetate copolymers.  
(2) TOTAL interests: Qapco 20%; Qatofin 49%; Ras Laffan Olefin Cracker 22.5% along with Qatar Petroleum.  
Registration Document 2012. TOTAL  
39  
Business overview  
2
Refining & Chemicals  
3.1.1.4. Crude oil refining capacity  
The table below sets forth TOTAL’s daily crude oil refining capacity:  
As of December 31,  
(kb/d)  
2012  
2011  
2010  
Nine refineries operated by Group companies  
Normandy (100%)(a)  
Provence (100%)  
Donges (100%)  
Feyzin (100%)  
Grandpuits (100%)  
Antwerp (100%)  
Leuna (100%)  
Lindsey-Immingham (100%)  
Port-Arthur (100%)  
247  
153  
219  
109  
101  
338  
227  
207  
169  
247  
153  
219  
109  
101  
338  
227  
207  
169  
338  
153  
219  
109  
101  
338  
227  
207  
169  
Subtotal  
1,770  
278  
1,770  
326  
1,861  
598  
Other refineries in which the Group has equity stakes(b)  
Total  
2,048  
2,096  
2,459  
(
(
a) 2010 capacity restated in accordance with the effective date of the final closure of a unit in 2011. End-2011 and end-2012 capacities take into account a distillation unit debottlenecking.  
b) TOTAL share in the eleven refineries in which TOTAL has equity stakes ranging from 10% to 55% (one in the Netherlands, in Germany, in China, in Qatar, in Italy, in Martinique and five  
in Africa). TOTAL divested its stake in CEPSA (four refineries) in 2011 and shut down the Rome refinery in 2012.  
3.1.1.5. 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)  
2012  
2011  
2010  
Gasoline  
351  
153  
734  
160  
338  
350  
158  
804  
179  
335  
345  
168  
775  
233  
359  
Aviation fuel(b)  
Diesel and heating oils  
Heavy fuels  
Other products  
Total  
1,736  
1,826  
1,880  
(
(
a) For refineries not 100% owned by TOTAL, the production shown is TOTAL’s equity share of the site’s overall production.  
b) Avgas, jet fuel and kerosene.  
3.1.1.6. Utilization rate  
The tables below set forth the utilization rate of the Group’s refineries:  
On crude and other feedstock(a)(b)  
2012  
2011  
2010  
France  
82%  
90%  
99%  
67%  
75%  
58%  
91%  
77%  
81%  
67%  
80%  
83%  
64%  
85%  
83%  
81%  
76%  
94%  
Europe (excluding CEPSA and TotalErg)  
Americas  
Asia  
Africa  
CEPSA and TotalErg(c)  
Average  
86%  
83%  
77%  
(
(
(
a) Including equity share of refineries in which the Group has a stake.  
b) Crude + crackers’ feedstock/distillation capacity at the beginning of the year.  
c) For CEPSA in 2011: calculation of the utilization rate based on production and capacity prorated on the first seven months of the year.  
On crude(a)(b)  
2012  
2011  
2010  
Average  
82%  
78%  
73%  
(
(
a) Including equity share of refineries in which the Group has a stake.  
b) Crude/distillation capacity at the beginning of the year.  
NB: utilization rates do not include Ras Laffan refinery contribution.  
40  
TOTAL. Registration Document 2012  
Business overview  
Refining & Chemicals  
2
3.1.1.7. Petrochemicals: breakdown of TOTAL’s main production capacities  
As of December 31,  
(in thousands of tons)  
2012  
2011  
2010  
Europe  
North  
America  
Asia and  
Worldwide  
Worldwide  
Worldwide  
Middle East(  
a)  
Olefins(b)  
5,318  
3,098  
1,180  
1,325  
587  
1,264  
1,512  
445  
1,200  
700  
1,457  
1,185  
614  
350  
308  
8,039  
5,795  
2,239  
2,875  
1,595  
358  
7,097  
5,730  
2,094  
2,835  
1,555  
358  
7,060  
6,910  
1,948  
2,810  
1,350  
858  
Aromatics(c)  
Polyethylene  
Polypropylene  
Polystyrene  
Other(d)  
295  
-
63  
Total  
11,803  
5,121  
3,976  
20,900  
19,668  
20,935  
(
(
(
(
a) Including interests in Qatar and 50% of Samsung Total Petrochemicals capacities.  
b) Ethylene + Propylene + Butadiene.  
c) Including Monomer Styrene.  
d) Mainly Monoethylene Glycol (MEG) and Cyclohexane.  
End-2010 and end-2011 capacities were restated to take into account TOTAL ’s share in CEPSA as of end-2010 and other petrochemicals products.  
3
.1.1.8. Development of fuel and polymer  
3.1.1.8.2. Biomass to polymers  
production technologies not based on  
hydrocarbons  
TOTAL is involved in the development of processes dedicated or  
related to the conversion of biomass to polymers. The main area  
of focus is the development of a poly (lactic acid) (PLA) production  
technology through Futerro, a joint venture with Galactic, a lactic  
acid producer as well as developing a technology for dehydration  
of bio-alcohols into olefins (monomers for the manufacture of large  
conventional polymers), in collaboration with IFPen/Axens.  
In addition to optimizing existing processes, TOTAL is exploring  
new ways for valorizing carbon resources, conventional or otherwise.  
A number of innovative projects are being examined, and entail  
defining access to the resource (nature, location, supply method,  
transport), the nature of the molecules and targeted markets  
(
fuels, lubricants, petrochemicals, specialty chemicals),  
and the most appropriate, efficient and environmentally-friendly  
conversion processes.  
3.1.1.8.3. Biomass to fuels  
TOTAL is a member of the BioTFuel consortium, the objective  
of which is to develop a chain for converting lignocellulose into  
fungible, sulphur-free liquid products through gasification and  
Fischer-Tropsch synthesis. To benefit from economies of scale,  
it will be possible to convert lignocellulosic feedstock into a blend  
with fossil resources. This development involves an initial pilot  
demonstration phase.  
3.1.1.8.1. Coal to polymers  
TOTAL has developed know-how in the various processes used  
to convert coal into higher value products by gasification.  
These efforts allow a better understanding of the technological  
issues specific to each process, such as Fischer-Tropsch, methanol,  
di-methyl ether (DME) and methane, particularly in terms of energy  
optimization, water consumption and carbon capture.  
TOTAL has also been involved in the Swedish BioDME project,  
which aims to demonstrate the feasibility of the entire chain,  
from DME production through gasification of biomass (black liquor,  
residue from the paper industry) to logistics and tests on a fleet of  
fourteen dedicated trucks. Although the European program ended  
in late 2012, the tests on the fleet of trucks are continuing in 2013.  
TOTAL has been involved in the feasibility of a coal to olefin (CTO)  
conversion project, in partnership with the China Power Investment  
utility company. This project includes the innovative methanol-to-olefins  
(
(
MTO/OCP) process tested on a demonstration unit basis in Feluy  
Belgium), and would be located in Inner Mongolia (China).  
More generally, TOTAL is paying close attention to the emergence  
of the first second-generation biofuel production plants.  
In parallel, TOTAL pursues 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 2012, the Group incorporated:  
(1)  
in gasoline, 531 kt of ethanol at its European refineries and  
(2)  
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, an  
innovative 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 pilot at the Solaize site in France.  
several oil depots , compared to 494 kt in 2011 and 464 kt in  
(
3)  
2
010 , and  
(4)  
– in diesel, 1,927 kt of VOME at its European refineries and several  
(5)  
(3)  
oil depots , compared to 1,859 kt in 2011 and 1,737 kt in 2010 .  
(
1) Including ethanol from ETBE (Ethyl-tertio-butyl-ether) and biomethanol from bio-MTBE (Methyl-tertio-butyl-ether), expressed in ethanol equivalent. Reference for bio content of ETBE  
and bio-MTBE is the RED directive.  
2) PCK and Zeeland Refinery included (TOTAL share).  
3) PCK and Zeeland Refinery included (TOTAL share).TotalErg (100% JV) included.  
4) VOME: Vegetable-oil- Methyl-ester. Including HVO (Hydrotreated vegetable oil).  
5) Including TotalErg’s Rome and Trecate refinery/depots and TotalErg depots in Italy (100% TotalErg). PCK and Zeeland Refinery included (TOTAL share).  
(
(
(
(
Registration Document 2012. TOTAL  
41  
Business overview  
2
Refining & Chemicals  
3.1.2. Fertilizers  
3.1.3.1. Elastomer processing  
Hutchinson manufactures and markets products derived from  
elastomer processing that are principally intended for the automotive,  
aerospace and defense industries.  
Through its French subsidiary GPN, TOTAL manufactures and  
markets mostly nitrogen fertilizers made from natural gas.  
In 2012, GPN’s production was limited by the unavailability of  
the Rouen ammonia plant during primarily the first half of the year.  
This lack of availability had a negative impact on GPN’s results.  
(
1)  
Among the industry’s leaders worldwide , Hutchinson provides  
its customers with innovative solutions in the areas of fluid transfer,  
air and fluid seals, anti-vibration, sound and thermal insulation,  
and transmission and mobility.  
In recent years, GPN’s manufacturing system was updated through  
two investments: the construction of a nitric acid plant in Rouen,  
which started up in the second half of 2009, and a urea plant in  
Grandpuits, where production is stabilizing. This additional urea  
production will enable GPN to position itself in the growing markets  
of products that contribute to reducing nitrogen oxide emissions,  
including Adblue® for transportation applications.  
Hutchinson has eighty production sites worldwide, including fifty-one  
in Europe, sixteen in North America, seven in South America, five in  
Asia and one in Africa.  
In 2012, Hutchinson’s sales were 3.17 billion, up 6% compared  
to 2011. Sales for the automotive business increased 5% due  
to significantly increased sales on the North American market  
and increased sales on the Latin American and Chinese markets.  
Sales in Europe fell slightly (-3%) compared to 2011. On the  
industrial markets, turnover increased 7% as a result of increased  
sales in the civil aviation, railway and offshore oil markets.  
In January 2012, the Group finalized the divestment of its stake in  
Pec-Rhin. GPN’s mines and quarries business at the Mazingarbe  
site was divested in January 2011.  
These actions are intended to improve the competitiveness of GPN  
by concentrating its operations on two sites with updated facilities  
and a production capacity above the European average.  
To strengthen its position in the aerospace industry, in early 2011  
Hutchinson acquired Kaefer, a German company specializing in  
aircraft interior equipment (e.g., insulation, ventilation ducts) and,  
at the end of 2012, the Canadian company Marquez specializing in  
air-conditioning circuits. In the automotive sector, in 2011, Hutchinson  
acquired Keum-Ah, a South Korean company specializing in fluid  
transfer systems. In 2012, Hutchinson announced the divestment  
of 30% of its automobile brake hose business in Palamos (Spain)  
through the creation of a joint venture with Japanese company Nichirin,  
one of the world leaders in this segment. Additionally, Hutchinson  
closed the Oyartzun production plant in Spain at the end of 2012.  
TOTAL announced in February 2013 that it had received a firm  
offer from the Borealis Group for its fertilizing businesses in Europe.  
This offer will now be presented to the employees representatives  
concerned, as part of the information and consultation procedures.  
3.1.3. Specialty chemicals  
The specialty chemicals businesses include elastomer processing  
(
(
Hutchinson), adhesives (Bostik) and electroplating chemistry  
Atotech). They serve the automotive, construction, electronics,  
Hutchinson continues to develop in strong growth potential  
markets and among the most dynamic strongest customers.  
Hutchinson continuously strives to innovate, offering its customers  
high-performance materials and high-value added solutions  
capable of performing the most demanding functions.  
aerospace and convenience goods markets, for which marketing,  
innovation and customer service are key drivers. TOTAL markets  
specialty products in more than sixty countries and intends to  
develop by combining organic growth and targeted acquisitions.  
This development is focused on high-growth markets and the  
marketing of innovative products with high added value that meet  
the Group’s Sustainable Development approach.  
3.1.3.2. Adhesives  
Bostik is one of the world leaders in the adhesive sector(1) and has  
significant positions in the industrial, hygiene and construction markets,  
complemented by both consumer and professional distribution channels.  
In 2012, the specialty chemicals businesses enjoyed a favorable  
business environment due to the resilience of the North American  
market and continued growth in emerging countries, despite such  
growth slowing down during the year. Although the situation  
deteriorated in Europe, it had no notable impact on earnings.  
In this context and on a like-for-like basis (excluding Resins), 2012  
sales were 5.7 billion, a 7% increase compared to 2011.  
Bostik has fourty-nine production sites worldwide, including twenty  
in Europe, nine in North America, eight in Asia, six in Australia-New  
Zealand, four in South America and two in Africa.  
In 2012, sales were 1.55 billion, up 8% compared to 2011.  
The Hutchinson consumer goods business (Mapa® and Spontex®)  
was divested in spring 2010.  
Bostik continues to strengthen its technological position in the  
construction and industrial sectors, accelerate its program for  
innovation focused on Sustainable Development, pursue its expansion  
in high-growth countries and improve its operational performance.  
The Cray Valley coating resins and Sartomer photocure resins  
businesses were divested in July 2011. Sales for the divested  
lines of business were 860 million in 2010. The hydrocarbon  
and structural resins business lines were kept and have been  
incorporated into the Petrochemicals division.  
After the start-up of a new production unit in Vietnam in 2011,  
in 2012 Bostik commissioned a new production unit in Egypt and  
a third production unit in China, located at Changshu, which is  
expected to be Bostik’s largest plant worldwide, and opened  
a new regional technology center for Asia in Shanghai.  
(1) Based on publicly available information, 2012 consolidated sales.  
42  
Business overview  
Refining & Chemicals  
2
In the United States, Bostik acquired StarQuartz in 2011, increasing  
its range of construction adhesives. Bostik is strengthening its  
position in growth areas with the acquisition in 2012 of Usina Fortaleza,  
a Brazilian company specializing in construction adhesives.  
Atotech has seventeen production sites worldwide, including seven in  
Asia, six in Europe, three in North America and one in South America.  
In 2012, Atotech’s sales were 0.97 billion, up 8% compared to 2011.  
Atotech successfully pursued its strategy designed to differentiate  
its products through a comprehensive service provided to its  
customers in terms of equipment, processes, design and 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.  
In France, Bostik announced in late 2011 an investment in a new  
specialty polyester adhesive production workshop in Ribécourt  
and, in October 2012, an investment in a new worldwide and  
regional R&D center near Compiègne. In addition, Bostik continued  
to rationalize its industrial base with the closure of the Ibos site in  
France at year-end 2011 and the announcement in the fourth  
quarter of 2012 of the shutdown of production, in mid-2013,  
at the sites in Dublin, Ireland, and Barcelona, Spain.  
In order to strengthen its position in the electronics market,  
Atotech started up in 2011 a new production unit aimed at the  
semiconductors market in Neuruppin (Germany) and acquired  
adhesive technologies (molecular interfaces) in the nanotechnology  
domain in the United States.  
3.1.3.3. Electroplating  
Atotech is the second largest company in the electroplating sector  
(1)  
based on worldwide sales . It is active in the markets for electronics  
printed circuits boards, semiconductors) and general surface  
treatment applications (automotive, construction, furnishing).  
(
Atotech intends to continue to develop in Asia, which represents  
already close to 65% of its global sales.  
3.2. Trading & Shipping  
Trading & Shipping’s main focus is serving the Group, and its  
activities primarily involve:  
– chartering appropriate ships for these activities; and  
undertaking trading on various derivatives markets.  
selling and marketing the Group’s crude oil production;  
providing a supply of crude oil for the Group’s refineries;  
Trading & Shipping conducts its activities worldwide through  
various wholly-owned subsidiaries, including TOTSA Total Oil  
Trading S.A., 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.  
importing and exporting the appropriate petroleum products for  
the Group’s refineries to be able to adjust their production to the  
needs of local markets;  
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 Trading’s worldwide crude oil sales and supply sources and refined products sales for each of the past three years.  
Trading of physical volumes of crude oil and refined products amounted to 4.5 Mb/d in 2012.  
Trading’s crude oil sales and supply and refined products sales(a)  
(kb/d)  
2012  
2011  
2010  
Group’s worldwide liquids production  
Purchased by Trading from Exploration & Production  
Purchased by Trading from external suppliers  
1,220  
976  
1,904  
1,226  
960  
1,833  
1,340  
1,044  
2,084  
Total of Trading’s supply  
2,880  
2,793  
3,128  
Sales by Trading to Refining & Chemicals and Marketing & Services segments  
Sales by Trading to external customers  
1,569  
1,311  
1,524  
1,269  
1,575  
1,553  
Total of Trading’s sales  
2,880  
1,608  
2,793  
1,632  
3,128  
1,641  
Total of Trading’s refined products sales  
(a) Including condensates.  
(1) Based on publicly available information, 2012 consolidated sales.  
Registration Document 2012. TOTAL  
43  
 
Business overview  
2
Refining & Chemicals  
Trading 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 and options)  
to adjust its exposure to fluctuations in the price of crude oil  
and refined products. These transactions are entered into with  
various counterparties.  
commodity contracts) and 31 (Market risks) to the Consolidated  
Financial Statements.  
All of TOTAL’s trading activities are subject to strict internal controls  
and trading limits.  
In 2012, the oil market remained tight, with a slight increase in oil  
(1)  
prices during the year and crude oil prices firmly in backwardation .  
Freight rates improved slightly in 2012, despite the ever growing  
availability in charter capacities.  
For additional information concerning Trading & Shipping’s  
derivatives, see Notes 30 (Financial instruments related to  
2012  
2011  
2010  
2012/11  
min 2012  
max 2012  
Brent ICE - 1 Line(a)  
st  
($/b) 111.68  
($/b) 106.66  
110.91  
108.12  
-2.79  
95.11  
-15.80  
933.30  
14.36  
11.99  
80.34  
84.61  
4.27  
79.61  
-0.73  
673.88  
10.11  
13.41  
0.7%  
-1.3%  
79.6%  
-1.0%  
11.0%  
2.2%  
89.23 (Jun. 21)  
91.40 (Jun. 21)  
126.22 (Mar. 13)  
119.39 (Mar. 13)  
2.17 (Jun. 21)  
Brent ICE - 12th Line(b)  
Contango time structure (12 - 1 )  
WTI NYMEX - 1 Line  
th  
st (c)  
($/b)  
($/b)  
-5.01  
94.15  
-9.37  
(Mar. 1)  
st  
(a)  
77.69 (Mar. 13)  
-25.53 (Nov. 15)  
808.00 (Jun. 25)  
109.77  
-8.55  
(Jul. 9)  
(Jan. 1)  
st  
WTI vs. Brent 1 Line  
($/b) -17.53  
($/t) 953.42  
Gasoil ICE - 1 Line(a)  
st  
1 043.50 (Mar. 19)  
23.62 (Oct. 19)  
ICE Gasoil vs ICE Brent  
VLCC Ras Tanura Chiba - BITR(d)  
($/b)  
($/t)  
16.30  
12.82  
13.5%  
6.9%  
9.30  
9.05  
(Mar. 1)  
(Jul. 19)  
19.13  
(Apr. 4)  
(
(
(
(
a) 1st Line: quotation on ICE or NYMEX Futures for first nearby month delivery.  
b) 12 Line: quotation on ICE Futures for twelfth nearby month delivery.  
c) Contango +/Backwardation -.  
d) VLCC: Very Large Crude Carrier. BITR: Baltic International Tanker Routes.  
th  
An overview of global oil markets in 2012 is set forth below.  
(the year’s second highest price). Prices subsequently eased  
off before stabilizing around $110/b at the end of the year.  
Despite the challenging economic environment, oil demand underwent  
sound growth in 2012 (+1.0 Mb/d according to estimations),  
especially gasoil (+0.3 Mb/d) and gasoline (+0.5 Mb/d). Growth  
was concentrated in Asia (+0.9 Mbd), while demand shrank  
in the Atlantic Basin.  
Global refining capacity rose overall by approximately +1.1 Mb/d,  
boosting refinery throughput by +1.0 Mb/d. Refiners faced an  
especially high level of unscheduled shutdowns, but that did not  
prevent them from increasing their utilization rates, particularly  
in Europe and the United States. Product supply remained tight,  
and OECD oil industry inventories fell to their lowest level in seven  
years by the end of June. Such tensions increased the price  
differential between diesel fuel and crude oil.  
The new economic sanctions imposed against Iran in 2012  
deprived the market of 0.7 Mb/d of crude supply on average.  
In spite of an otherwise abundant crude supply, the loss of Iranian  
crude oil sparked tensions during the first half of 2012 with certain  
countries restructuring their supplies and stockpiling (especially  
in China). The loss of Iran’s crude supply was exacerbated by  
production losses in other OPEC and non-OPEC countries.  
Despite such production losses, OPEC crude oil production was  
estimated to have risen in 2012 by approximately +1.8 Mb/d,  
fuelled by the resumption of Libyan production and the production  
efforts of Saudi Arabia, Iraq, Kuwait and the United Arab Emirates.  
Non-OPEC production only rose by +0.6 Mb/d in 2012, driven  
upward by North America (+1.0 Mb/d), while production was down  
in most other regions. In particular, various problems affected  
supplies from Yemen (attacks on oil infrastructures), Syria  
2012 was once again marked by a widening of the price differential  
between WTI crude (West Texas Intermediate, confined to the  
central United States) and Brent crude (delivered in the North Sea  
and accessible internationally). Brent crude especially came under  
tension due to extended maintenance at the Buzzard field in the  
North Sea and regular cargo exports to South Korea. In 2012,  
WTI continued to experience downward pressure from a rise in  
local production and exports from Canada, the combination of  
which exceeded local refining capacity requirements and pipeline  
capacities to American refineries in the Gulf of Mexico. WTI prices  
fell during 2012, while Brent prices continued to rise, thereby  
widening their price differential.  
(
(
embargo), Sudan (disputes on transport tariffs), United Kingdom  
accidents) and Brazil (accidents). NGL production (natural gas  
liquids) has increased according to estimations (+0.3 Mb/d), but  
biofuel production stagnated due to problems in Brazil.  
3.2.2. Shipping  
After a relatively stable January 2012, the dated Brent price  
followed the trend spawned in Q4 2011 by quickly climbing from  
The transportation of crude oil and refined products necessary  
to develop the Group’s activities is arranged by Shipping. These  
needs are met through transactions on the spot market and the  
development of a balanced time charter policy. Shipping’s rigorous  
safety policy is due mainly to the strict selection of the vessels  
that it charters. Like a certain number of other oil companies  
and shipowners, the Group uses freight rate derivative contracts  
to adjust its exposure to freight rate fluctuations.  
$110/b on January 31 to culminate in the year’s highest price  
of $128/b on March 8. The price then fell steadily to $89/b around  
June 25, due to abundant supply in the market and a rapid  
increase in inventories. Prices took off again during Q3 2012  
following a major fall in stock levels, reaching $118/b on August 23  
(
1) “Backwardation is a term used to describe an energy market in which the anticipated value of the spot price in the future is lower than the current spot price.  
The reverse situation is described as “contango”.  
44  
TOTAL. Registration Document 2012  
Business overview  
Refining & Chemicals  
2
In 2012, Shipping chartered more than 3,000 voyages to transport  
approximately 115 Mt of crude oil and refined products. As of  
December 31, 2012, it employed a fleet of fifty-one vessels, none  
of which were single-hulled, that were chartered under long-term  
or medium-term agreements (including ten LPG carriers). The fleet  
has an average age of approximately five years.  
Freight rate averages of three representative routes for crude transportation  
2012  
2011  
2010  
min 2012  
max 2012  
VLCC Ras Tanura Chiba-BITR(a)  
Suezmax Bonny Philadelphia-BITR  
Aframax Sullom Voe Wilhemshaven-BITR  
($/t)  
($/t)  
($/t)  
12.82  
14.44  
6.48  
11.99  
13.86  
6.51  
13.41  
14 .50  
6.39  
9.05  
11.52  
5.98 (Aug. 20)  
(Jul. 19)  
(Dec. 7)  
19.13  
21.99 (Mar. 15)  
8.65 (Jan. 19)  
(Apr. 4)  
(a) VLCC: Very Large Crude Carrier. BITR: Baltic International Tanker Routes.  
The year 2012 was difficult for the oil shipping business with  
heightened activity levels during the first half of the year in strong  
contrast to those of the second half of the year. At the same time,  
marine fuel attained record-breaking levels with a strong knock-on  
effect on transport costs.  
The situation worsened considerably during the second half of  
the year, mirroring the same situation witnessed in 2011. Following  
the loss of the economic effects felt during the first half of the year,  
charter rates plummeted at the beginning of the summer, leaving  
the crude transportation market at a historic low.  
In the first half of 2012, VLCC crude transportation increased by  
nearly 10% compared to the first half of 2011 due to high exports  
from the Persian Gulf to the United States and stockpiling in China.  
At the same time, growth of the fleet was offset by the large number  
of delayed deliveries and the high demolition rate. The balance  
between supply and demand improved, allowing rates  
to rise substantially.  
With regard to the product tanker market, the situation has generally  
improved compared to 2011. Arbitrage in favor of longer routes,  
especially to Asia, has been beneficial for larger-sized vessels.  
Registration Document 2012. TOTAL  
45  
Business overview  
2
Marketing & Services  
4. Marketing & Services segment  
In October 2011, the Group announced a proposed reorganization  
of its Downstream and Chemicals segments. The reorganization  
became effective on January 1, 2012, with the creation of a  
Marketing & Services segment which is dedicated to worldwide  
supply and marketing activities in the oil products field. Since  
July 1, 2012, it includes the activities of New Energies. As a result,  
certain information has been restated according to the new  
organization.  
Marketing & Services segment financial data  
(M)  
2012  
2011  
2010  
Non-Group sales  
86,614  
1,365  
837  
85,325  
1,187  
813  
75,580  
1,310  
981  
Adjusted operating income  
Adjusted net operating income  
Contribution of New Energies  
(169)  
(197)  
n/a  
For 2012, Marketing & Services segment sales were 86.6 billion,  
an increase of 2% compared 2011.  
Among the largest marketers in Western Europe(1)  
No.1 marketer in Africa and the Middle East(1)  
14,725 service stations at year-end 2012 (excluding AS24  
service stations)  
1.3 billion invested in 2012  
26,071 employees  
Adjusted net operating income from the Marketing & Services  
segment was 837 million in 2012, an increase of 3% compared  
to 813 million in 2011. This increase is explained principally by  
the improved performance of New Energies. Marketing activities  
continued to provide stable results despite sales volumes generally  
decreasing, due in particular to improved results from activities  
in the Asia-Pacific and Eastern European regions.  
2
012 refined products sales(a)  
(kb/d)  
2010  
2011  
2012  
The ROACE(2) for the Marketing & Services segment was 12%  
for 2012, compared to 13% for 2011.  
2
,116  
1
,987  
1,710  
2
012 refined products sales  
(a)  
by geographical area: 1,710 kb/d  
1
,612  
1
,455  
1
,160  
Europe 68%  
Americas 3%  
Africa 18%  
Europe  
5
04  
532  
550  
Rest of  
World  
(
a) Excludes trading and refining bulk sales, includes share  
of CEPSA through July 31, 2011, and of TotalErg.  
For 2012, the decrease in sales of 14% compared to 2011 was  
almost entirely attributable to the sale of the Group’s interest in  
CEPSA and the sale of marketing activities in the United Kingdom.  
Excluding these portfolio effects, sales would have decreased  
by 1% on an annual basis with a notable decrease in Europe (3%)  
partially offset by increased sales in Asia and the Middle East.  
Rest of World 11%  
(
a) Excludes trading and refining bulk sales, includes share of TotalErg.  
(
1) Based on publicly available information based on quantities sold.  
(2) Calculated based on adjusted net operating income and average capital employed, using replacement cost.  
46  
TOTAL. Registration Document 2012  
 
 
Business overview  
Marketing & Services  
2
4.1. Marketing & Services  
(
1)  
(4)  
TOTAL is one of the leading marketers in Western Europe . It is  
also the leader(2) on the African continent and in the Middle East.  
TOTAL leads the heating oil market in France , with eight local  
subsidiaries covering the entire country. TOTAL continued its  
diversification strategy in 2012, with the commercial launch  
of wood pellets and services with fioulmarket.fr, France’s first  
website for online heating oil sales to consumers.  
TOTAL sells a wide range of products produced from its refineries  
and other facilities. TOTAL is among the leading companies in the  
specialty products market, in particular for lubricants, LPG, jet fuel,  
special fluids, bitumen, heavy fuels and marine fuels, with products  
TOTAL completed the adaptation of its logistics assets in 2012  
with the closure of the Brive, Chambéry and BTT Honfleur depots  
and the transfer of the operations of the Lorient and Lyon depots  
to third parties, and strengthened its position in eastern France  
by acquiring an 18% interest in the Strasbourg depot owned by  
Société Européenne de Stockage. As a result of this adaptation,  
TOTAL now holds stakes in twenty-three depots, of which it  
operates eight.  
(3)  
marketed in approximately 150 countries .  
TOTAL also sells numerous services for consumers and  
professionals in the mobility, residential and industrial sectors.  
As part of its activities, Marketing & Services holds stakes in five  
refineries in Africa, one in Europe, through its share in TotalErg  
(49%), and one in the Caribbean.  
Marketing & Services restructured its organization in 2012 in order  
to achieve its ambitions for growth. Marketing & Services now  
comprises four geographical divisions: Europe, Africa-Middle East,  
Asia-Pacific and the Americas. An operational division was set up  
to manage activities that are worldwide by nature due to their  
markets, customers and offers. The functional divisions were  
adapted in order to support the attainment of growth targets.  
– In Italy, as part of the optimization of the Group’s downstream  
portfolio in Europe, TotalErg (49%) was created in autumn 2010  
through the merger of Total Italia and ERG Petroli. TotalErg has  
become the third largest operator in the Italian market  
with a network market share of nearly 12%(5) and more than  
3,150 service stations. Production at the Rome refinery, owned  
by TotalErg, was stopped in October 2012 and the site will be  
converted into a logistics hub for petroleum products storage.  
4
.1.1. Europe  
– In October 2011, TOTAL sold its network of service stations and  
its fuel and heating oil marketing business in the United Kingdom,  
the Channel Islands and the Isle of Man. TOTAL retains a market  
presence in the United Kingdom through its specialty products  
activities, particularly lubricants and aviation fuel.  
In Europe, TOTAL has a network of more than 9,100 service  
stations in France, Belgium, the Netherlands, Luxembourg and  
Germany, as well as in Italy through its share in TotalErg (49%).  
TOTAL also operates a network of 700 AS24-branded service  
stations dedicated to commercial transporters in twenty-seven  
European countries. In 2012, the Group continued to develop  
its network of service stations by entering the market in Georgia.  
The AS24 network is expected to continue to grow, mainly through  
expansion in the Mediterranean Basin and Russia and through its  
toll payment card service, which covers more than sixteen countries.  
In northern, central and eastern Europe, TOTAL continued  
in 2012 to expand its direct presence in these growing markets,  
in particular for lubricants and bitumen. The Group is seeking  
to speed up the growth of its specialty products business, mainly  
in Russia, and to consolidate its production units in the region.  
4.1.2. Africa & the Middle East  
TOTAL is among the leaders in Europe for fuel-payment cards,  
with approximately 3.5 million cards issued in twenty-seven  
European countries.  
TOTAL is the leading marketer of petroleum products on the African  
continent and in the Middle East, with a market share of 12%(6)  
in 2012. The Group operates almost 4,500 service stations in more  
than forty countries in these high-growth markets, as well as major  
networks in South Africa, Turkey, Nigeria, Kenya and Morocco.  
In specialty products, the Group benefits from its extensive  
presence in continental Europe and relies on numerous industrial  
facilities to produce lubricants (mainly Rouen in France and Ertvelde  
in Belgium), special fluids (Le Havre in France), bitumen (Brunsbüttel  
in Germany) and grease (Lille in France).  
In November 2012, TOTAL was granted a distribution license  
in Jordan that paves the way for a rapid development of a network  
of service stations and a wholesale business. As part of the  
optimization of its portfolio, the Group divested its subsidiary  
in Benin in late 2010.  
In Western Europe, TOTAL continued to optimize its Marketing  
business in 2012.  
In France, the dense network includes almost 1,850 TOTAL-  
branded service stations and 1,650 Elan service stations which are  
located mainly in rural areas. In October 2011, TOTAL launched  
Moreover, TOTAL has become a leading partner for mining  
customers by delivering supply chain and management solutions  
for fuels and lubricants.  
Total access”, a new service station concept combining low prices  
with TOTAL brand fuel and service quality. By the end of 2012,  
16 Total access stations had been opened out of the 600 planned  
for the end of 2013. The 121 Elf stations remaining at the end of  
012 will be converted into Total access service stations in 2013.  
In 2012, TOTAL strengthened its logistics in western Africa.  
The Group increased its stake in the Senstock storage company  
in Senegal from 25% to 35% and is developing an import terminal  
project in Ghana.  
3
2
(
(
(
(
(
(
1) Publicly available information, based on quantities sold (2011).  
2) PFC Energy and Company data.  
3) Including via national distributors.  
4) CPDP 2012 and Company data.  
5) PFC Energy: Italy report 2012.  
6) Market share in the countries where the Group operates, based on 2012 publicly available information, quantities sold.  
Registration Document 2012. TOTAL  
47  
 
Business overview  
2
Marketing & Services  
TOTAL is pursuing its strategy for growth on the specialty products  
markets. The Group, which relies in particular on the lubricants  
blending plant in Dubai, started up a new plant in Egypt in  
November 2012.  
4
.1.5. Sales of refined products  
The table below sets forth TOTAL’s sales of refined products by region:  
(kb/d)  
2012  
2011  
2010  
4
.1.3. Asia-Pacific  
France  
566  
594  
53  
307  
190  
574  
881  
56  
304  
172  
606  
1,006  
53  
292  
159  
Europe, excluding France(a)  
At year-end 2012, 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 and Indonesia, and  
is a significant player in the Pacific Islands.  
Americas  
Africa  
Rest of the World  
Total excluding  
Trading and refinery  
bulk sales  
1,710  
1,987  
2,116  
In China, the Group operated nearly 175 service stations at year-  
end 2012 through two TOTAL/Sinochem joint ventures.  
Trading  
Refinery bulk sales  
1,161  
532  
1,215  
437  
1,281  
379  
In India, TOTAL inaugurated its first lubricants, bitumen,  
special fluids and additives technical center outside Europe  
in September 2012.  
Total including  
Trading and refinery  
bulk sales  
3,403  
3,639  
3,776  
In Vietnam, TOTAL continues to strengthen its position in the  
specialty products market. The Group became one of the leaders  
in the Vietnamese LPG market with the acquisition of Vinagas  
in June 2012.  
(
a) Including TOTAL’s share in CEPSA (up to end of July 2011) and, as from  
October 1, 2010, in TotalErg.  
For data on biofuels, refer to Chapter 2, paragraph 3.1.1.8.  
In the lubricants sector, TOTAL continues to grow in the region,  
with a 6.4% increase in lubricant sales in 2012 compared with  
4.1.6. Service stations  
2
011. The Group is building in Tianjin its third lubricants blending  
The table below sets forth the number of service stations of the  
Group (excluding AS24):  
unit in China. Commissioning is expected in the first half of 2013.  
Finally, the Group also extended its commercial footprint with the  
creation of a branch in Papua New Guinea in December 2012.  
As of December 31,  
2012  
2011  
2010  
France(a)  
3,911  
5,200  
3,161  
-
3,601  
2,013  
4,046  
5,375  
3,355  
-
3,464  
1,934  
4,272  
7,790  
3,221  
1,737  
3,570  
1,858  
Europe, excluding France  
of which TotalErg  
of which CEPSA  
Africa  
4.1.4. Americas  
In Latin America and the Caribbean, TOTAL is active in about  
twenty countries in the specialty products markets (lubricants and  
special fluids) and in the major products sector (retail, wholesale,  
aviation). The Group holds a significant position(1) in the fuel  
distribution business in the Caribbean.  
Rest of the World  
Total  
14,725  
14,819  
17,490  
(a) TOTAL, Total access, Elf and Elan-branded service stations.  
In the United States and Canada, TOTAL mainly markets specialty  
products, in particular lubricants, and is continuing to grow since  
the acquisition at year-end 2009 of lubricant assets in the province  
of Quebec in Canada. The Group is also looking into the construction  
of a special fluids production plant in Texas.  
4
.1.7. Product and services developments  
In 2012, TOTAL continued its technical and R&D partnerships in  
Formula 1 with Renault Sport F1 and in the WRC with Citroën Sport,  
and it entered into a partnership with Toyota in endurance racing.  
The purpose of these partnerships is to demonstrate TOTAL’s  
technical excellence in the formulation of fuels and lubricants  
under extreme conditions and restrictions on fuel consumption.  
The TOTAL brand was associated with four world titles in 2012.  
TOTAL operates a significant number of industrial units throughout  
the Americas and the Caribbean (production of lubricants, storage  
and conditioning of LPG).  
TOTAL continued its Clean Energy Partnership in Germany,  
centered on hydrogen distribution. An experimental service station,  
located near TOTAL Deutschland’s new head office in Berlin,  
was completed in 2012. A new hydrogen station should be opened  
in 2013 near Berlin’s new airport. The “H2 Mobility” study, looking  
into the potential deployment of a hydrogen fuel distribution  
network in Germany by 2015-2020, was completed. TOTAL  
has now entered negotiations between industrial partners with  
a view to implementing the business plan based on the study.  
(1) Fuel distribution in three of the four main opened markets in the region.  
48  
TOTAL. Registration Document 2012  
Business overview  
Marketing & Services  
2
The number of prototype electric vehicle fueling stations (fast  
charge) is also increasing. Today, TOTAL has around twenty  
charging stations in the Netherlands, Belgium, Germany  
and France.  
In 2012, TOTAL launched a program of six experimental pilot  
schemes of multi-energy and energy services offers designed  
to encourage reductions in consumption, to develop hybrid  
fuel/photovoltaic technical solutions and to facilitate access  
to energy in rural Africa.  
4.2. New Energies  
New Energies is developing renewables that will complement  
hydrocarbons so as to meet the increasing global demand for  
energy. In meeting this objective, the Group has two main focuses:  
solar energy, which benefits from unlimited energetic resources  
and is expected to play a key role by 2030, in particular in certain  
geographical zones where the Group has a significant presence,  
and the transformation of biomass, which aims to develop new  
bio-sourced product solutions for the Group’s downstream markets,  
Marketing & Services and Refining & Chemicals. An active watch  
is kept on other technologies, such as marine energy.  
4.2.1.1.2. Photovoltech  
TOTAL holds a 50% interest in Photovoltech, a Belgian company  
specialized in manufacturing multicrystalline photovoltaic cells.  
Against the crisis context, the company, which suffered structural  
losses, is in the process of closing down.  
4.2.1.1.3. Other assets  
The overseas activities previously operated by Tenesol are now  
managed by Sunzil, in which TOTAL holds a 50% stake.  
Elsewhere, the Group is continuing its projects to display solar  
application solutions as part of decentralized rural electrification projects  
in a number of countries, including in South Africa via Kwazulu  
Energy Services Company (KES), in which TOTAL holds a 35% stake.  
4
.2.1. Solar energy  
TOTAL is developing upstream operations through industrial  
production and downstream marketing activities in the photovoltaic  
sector based on crystalline silicon technology. The Group is also  
pursuing R&D in this field through several partnerships, as well  
as in the concentrated solar power field.  
4.2.1.2. Concentrated solar power  
TOTAL won in 2010 the call for tenders for the construction and  
25-year operation of a 109 MW concentrated solar power plant in  
Abu Dhabi. The Shams project (20%) is being carried out  
in partnership with Masdar through the Abu Dhabi Future Energy  
Company (ADFEC). Construction work started in July 2010 and  
the plant started up in early 2013. The production will be sold  
to Abu Dhabi Water and Electricity Company (ADWEC).  
4
.2.1.1. Solar photovoltaic  
The photovoltaic industry has undergone significant changes since  
011, with the disappearance of numerous players and cuts in  
2
subsidy programs prompted by the collapse of prices and excess  
production capacity. The competitiveness of photovoltaic solar  
energy has been strengthened by the significant drop in the cost  
of modules over the past eighteen months, which should cause  
its share of the energy mix rise while helping to cut greenhouse  
gas emissions at the same time.  
4.2.1.3. New solar technologies  
In order to strengthen its technological leadership in the crystalline  
silicon field, TOTAL invests considerable efforts in R&D programs  
through a partnership network with major laboratories and  
international research institutes in France and abroad operated  
by mixed research teams.  
4.2.1.1.1. SunPower  
TOTAL now holds 66% of SunPower, a U.S. company based  
in San Jose, California, and listed on NASDAQ (NASDAQ: SPWR),  
following a friendly takeover bid in June 2011 and a capital increase  
in January 2012 in conjunction with SunPower’s integration of  
Tenesol, TOTAL’s long-established solar subsidiary present mainly  
in Europe and Africa.  
They are tasked with optimizing the photovoltaic solar chain (silicon,  
wafers, cells, modules and systems) by cutting production costs  
and multiplying its applications, while increasing the efficiency  
of the components in terms of electric conversion.  
The IMEC (Interuniversity MicroElectronics Center – Belgium)  
research center hosts an R&D team from TOTAL and is involved  
in research programs looking into the reduction of quantities  
of silicon required by cells and the improvement of their efficiency.  
SunPower is an integrated player that designs, manufactures  
and supplies the highest-efficiency solar panels in the market. It is  
active throughout the solar chain, from cell production based on  
crystalline silicon to the design and construction of turnkey large  
power plants, passing by the commercialization of solar solutions  
for residential and commercial markets.  
TOTAL is also conducting researches into next-generation  
photovoltaic cells and modules through a partnership with the  
École Polytechnique’s Laboratory of physics of interfaces and thin  
layers which is specialized in plasma-deposition processes at low  
temperatures. Following on from this partnership, in March 2012,  
TOTAL and EDF, the CNRS and the École Polytechnique announced  
the creation of the IPVF (Institut photovoltaïque d’Île-de-France),  
created to become one of the top five worldwide centers conducting  
research into latest-generation photovoltaic devices.  
Upstream, SunPower manufactures all of its cells in Asia (Philippines,  
Malaysia) and has a total production capacity of 1,200 MW/y.  
The company is continuing to adjust its production capacity while  
maintaining its technological leadership. The cells are assembled  
into modules, or solar panels, in plants located in Asia, North America,  
Europe and South Africa.  
Another team from TOTAL is collaborating with scientists from  
the LAAS-CNRS (Laboratoire d’Analyse et d’Architecture des  
Systèmes) in Toulouse, France, on improving module energy  
performance through a system-based approach.  
Downstream, SunPower is present in most major geographic markets  
(United States, Europe, Australia, Asia and Africa), with operations  
ranging from residential roof tiles to large solar power plants.  
Registration Document 2012. TOTAL  
49  
 
Business overview  
2
Marketing & Services  
With respect to electricity storage, TOTAL continues its research  
program started in 2009 with a laboratory from the Massachusetts  
Institute of Technology (MIT) in the United States to develop a new  
battery technology. TOTAL also invested in 2011 in the Ambri  
start-up which comes from the same laboratory.  
chemicals. A common R&D team will be implemented. Amyris  
owns a cutting-edge industrial synthetic biological platform  
designed to create and optimize micro-organisms that can convert  
sugars into molecules of interest through fermentation. Amyris also  
owns a research laboratory and pilot units in California as well as  
in Brazil. Amyris started its industrial production facility in Paraiso,  
Brazil, at the beginning of 2013.  
The difficulties experienced in improving the technology developed  
by AEP Polysilicon Corporation (AEP) (30%) to produce solar-quality  
silicon resulted in the project being abandoned and the industrial  
pilot being shut down. The Konarka Technologies Inc. start-up  
In addition, the Group continues to develop a network of R&D  
partnerships in technology segments that are complementary  
with Amyris’ platform (deconstruction of lignocelluloses,  
new biosynthesis processes, tools for metabolism engineering  
and processes linked to biochemicals routes), including with  
the Joint BioEnergy Institute (JBEI) (United States), Novogy  
(25%) did not succeed in raising the capital needed to the  
continuation of its activities is being wound up.  
4
.2.2. Biotechnologies and the conversion  
(United States), the University of Wageningen (Holland) and  
of biomass  
the Toulouse White Biotechnology consortium (TWB) (France).  
TOTAL is exploring a number of avenues for developing biomass  
transformation, which vary depending on the resource used,  
markets targeted (fuels, lubricants, petrochemicals, specialty  
chemicals, etc.) and the nature of the conversion processes.  
New Energies has chosen to target one out of the two primary  
conversion processes: biochemicals.  
The Group is also assessing the potential of phototrophic processes  
and bio-engineering of microalgae. It entered into a partnership  
with Cellectis S.A. to conduct exploratory research on this field.  
The Group also takes part in the AlgaePark consortium (Netherland).  
4.2.3. Other renewable energies  
Since 2010, TOTAL has been pursuing its strategic biotechnologies  
partnership with Amyris Inc., an American company (NASDAQ:  
AMRS) specializing in this domain. The Group holds an 18.5%  
stake in the company as of December 31, 2012, and entered into  
a collaboration agreement regarding research, development,  
production and commercialization of new bio-based molecules  
that will be used in the upstream markets of oil and green  
In wind power, TOTAL owns a 12 MW wind farm in Mardyck  
(near Dunkirk, France), which was commissioned in 2003.  
In marine energy, TOTAL holds a 26.6% share in Scotrenewables  
Tidal Power, located in the Orkney Islands in Scotland. Tests are  
being conducted on a 250 kW prototype. A 2 MW commercial  
model is being developed.  
50  
TOTAL. Registration Document 2012  
Business overview  
Investments  
2
5. Investments  
5
.1. Major investments over the 2010-2012 period(1)  
(
M)  
2012  
2011  
2010  
In addition to these acquisitions, capital expenditure in the Upstream  
segment was mainly intended to develop new hydrocarbon production  
facilities, exploration operations and acquisition of new licenses.  
In 2012, development expenditure was devoted primarily to the  
following projects: GLNG and Ichthys in Australia, Surmont in  
Canada, the Ekofisk and Eldfisk areas in Norway and the Mahakam  
area in Indonesia, Kashagan in Kazakhstan; the Laggan Tormore  
projects in the United Kingdom, CLOV in Angola; Anguille and  
Mandji in Gabon and Ofon II in Nigeria.  
Upstream  
19,618  
1,944  
1,301  
80  
20,662  
1,910  
1,834  
135  
13,049  
2,124  
1,019  
81  
Refining & Chemicals  
Marketing & Services  
Corporate  
Total  
22,943  
24,541  
16,273  
Organic capital expenditure, including net investment in equity  
affiliates and non-consolidated subsidiaries, amounted to  
$
in 2011 (14.8 billion). In addition to this, $4 billion (3.1 billion)  
was invested in acquisitions.  
In the Refining & Chemicals segment, capital expenditure was  
devoted to the maintenance of facilities and safety and to projects  
to increase the production of lighter products, add desulphurization  
capacities, adapt the refining base to new specifications and improve  
energy efficiency. 2012 was marked by the upgrading project  
at the Normandy refinery in France and ongoing construction  
of the Jubail refinery in Saudi Arabia.  
(2)  
23.8 billion in 2012 (18.5 billion ), compared with $20.6 billion  
TOTAL investment (including acquisitions) therefore decreased  
from $34.2 billion (24.5 billion) in 2011 to $29.5 billion (22.9  
billion) in 2012. The decrease in capital expenditure comes mainly  
from the Upstream and Marketing & Services segments. While  
continuing to develop its major Exploration & Production projects  
in 2012, the Group significantly reduced the amount spent on  
acquisitions, which came to $4 billion in 2012 compared with  
more than $12 billion in 2011. These acquisitions were primarily  
in the Upstream Segment, and included in particular the acquisition  
of interests in exploration and production licenses in Uganda,  
an additional 1.3% stake in Novatek, various exploration licenses  
and the carry agreement in the Utica shale gas and condensates  
field in the United States. In the Refining & Chemicals segment,  
the Group also acquired a minority interest in Fina Antwerp Olefins.  
In the Marketing & Services segment, capital expenditure in 2012  
was mainly dedicated to the network, logistics and specialty  
production and storage facilities.  
In 2012, asset sales totaled $5.9 billion compared with nearly  
$11 billion in 2011, comprised essentially of sales of the remainder  
of the Group’s shares of Sanofi, a stake in the Gassled pipeline  
in Norway, Upstream assets in Nigeria, the United Kingdom,  
Colombia and France, as well as interests in Pec-Rhin  
and Geostock in France and in Composites One in the US.  
5.2. Major investments anticipated  
For the year 2013, TOTAL announced an organic capital  
expenditure budget(3) of $28 billion, over 80% of which is dedicated  
to the Upstream segment. A $23 billion capital expenditure in the  
Upstream segment is expected to be mainly dedicated to major  
development projects, including GLNG in Australia, Surmont  
in Canada, the Ekofisk and Eldkisk areas in Norway, Kashagan in  
Kazakhstan, the Laggan Tormore projects in the United Kingdom,  
CLOV in Angola, Ofon II in Nigeria and Moho North in Congo.  
Approximately 30% of the Upstream segment’s overall capital  
expenditure budget is expected to be dedicated to maintenance  
and integrity work on assets already in production and 70% is  
intended for future projects and exploration.  
The Marketing & Services segment has a nearly $2 billion capital  
expenditure budget for 2013 to finance, in particular, the service  
station network, logistics, specialty production and storage facilities  
(lubricants, LPG, etc.) and the development of its activities in New  
Energies. Most of the Marketing & Services budget will be allocated  
to growth areas (Africa, Middle East, Asia and Latin America).  
Beyond 2013, TOTAL plans to make sustained investments to support  
the growth of its activities, prioritizing the Upstream segment.  
TOTAL self-finances most of its capital expenditure from cash  
flow from operations (see the consolidated statement of cash flow,  
Chapter 9, point 5.), which is essentially increased by accessing  
the bond market on a regular basis, when conditions on the  
financial markets are favorable (see Note 20 to the Consolidated  
Financial Statements, Chapter 9, point 7.). However, capital  
expenditure for joint ventures between TOTAL and external  
partners are generally funded through project financing.  
In the Refining & Chemicals segment, the nearly $3 billion capital  
expenditure budget is expected to be dedicated to the refining,  
petrochemicals and specialty chemicals businesses. In particular,  
2013 is expected to be marked by the ongoing construction and  
start-up of the Jubail refinery in Saudi Arabia. A significant portion  
of the segment’s budget will also be allocated to maintenance  
and safety, which are vital to this type of industrial activity.  
For 2013, the Group has also announced that it wishes to divest  
certain assets from its portfolio, and its budget provides for asset  
disposals worth over $6 billion more than planned acquisitions.  
(
(
(
1) Major acquisitions and disposals for fiscal years 2010-2012 are detailed in Note 3 to the Consolidated Financial Statements of this Registration Document.  
2) Based on average exchange rates for 2012 of $1.2848/.  
3) Including net investments in equity affiliates and non-consolidated companies, excluding acquisitions and divestments, based on 1 = $1.30 for 2013.  
Registration Document 2012. TOTAL  
51  
 
 
Business overview  
2
Organizational structure  
In November 2012, TOTAL announced the sale of the Group’s  
interest in the offshore OML 138 Block in Nigeria, which includes  
the Usan field, and in February 2013 receipt of a firm offer and the  
start of exclusive negotiations with a consortium of buyers for the  
sale of TIGF, a natural gas transport and storage affiliate in France.  
commitments and contractual obligations for the Group appear  
in Note 23 to the Consolidated Financial Statements (Chapter 9,  
point 7.). The Group does not currently consider that these  
guarantees, 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.  
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  
6. Organizational structure  
6.1. Position of the Company within the Group  
TOTAL S.A. is the Group’s parent company. As of December 31,  
012, there were 883 consolidated subsidiaries, of which 803 were  
provisions that would materially restrict the distribution to  
TOTAL S.A. of the dividends declared by those subsidiaries.  
2
fully consolidated and 80 were accounted for under the equity  
method.  
As of December 31, 2012, the Group’s businesses are organized  
as indicated on the chart in paragraph 8. of this Chapter. The  
Group’s businesses receive assistance from Corporate divisions  
(Finance, Legal, Ethics, Insurance, Strategy & Business Intelligence,  
Human Resources and Communications) that are grouped within  
the parent company, TOTAL S.A.  
The decision of TOTAL S.A.’s major subsidiaries to declare  
dividends is made by their relevant Shareholders’ Meetings and is  
subject to the provisions of applicable local laws and regulations.  
As of December 31, 2012, there is no restriction under such  
6.2. Company subsidiaries  
A list of the major subsidiaries directly or indirectly held by the Company is given in Note 35 to the Consolidated Financial Statements  
Scope of Consolidation) in Chapter 9, point 7. of this Registration Document.  
(
52  
TOTAL. Registration Document 2012  
 
 
Business overview  
Property, plant and equipment  
2
7. Property, plant and equipment  
TOTAL has freehold and leasehold interests in over 130 countries  
throughout the world. Operations in properties, oil and gas fields or  
any other industrial, commercial or administrative facility, as well as  
the production capacities and utilization rates of these facilities, are  
described in this Chapter for each business segment (Upstream,  
Refining & Chemicals, Marketing & Services).  
Minimum royalties from finance lease agreements regarding  
properties, service stations, vessels and other equipment are  
given in Note 22 to the Consolidated Financial Statements  
(Chapter 9, point 7.).  
Information about the Company’s environmental policy, in particular  
that related to the Group’s industrial sites or facilities, is presented  
in Chapter 12 - Social and environmental information of this  
Registration Document.  
A summary of the Group’s property, plant and equipment and their  
main related expenses (depreciation and impairment) is included in  
Note 11 to the Consolidated Financial Statements (Chapter 9, point 7.).  
Registration Document 2012. TOTAL  
53  
 
 
Business overview  
2
Organization chart as of December 31, 2012  
8. Organization chart as of December 31, 2012  
Ethics Committee  
CHAIRMAN AND CEO  
MANAGEMENT COMMITTEE  
EXECUTIVE COMMITTEE  
Corporate Affairs  
Purchasing  
Public affairs  
Internal Control and Audit  
Human resources  
Corporate Security  
Industrial Safety  
Sustainable Development & Environment  
Top Executive management  
Upstream segment  
Exploration  
Production  
Gas  
& Power  
&
Industrial  
assets,  
Finance, IT  
Strategy,  
Market  
& LNG  
Northern Europe  
Exploration  
Development  
Operations  
Africa  
Trading  
Marketing  
Middle East  
Americas  
Strategy -  
Business  
Development -  
Engineering -  
R&D  
Finance  
&
Information  
Systems  
Asia-Pacific  
Human  
Resources  
Continental  
Europe  
&
Internal  
&
Central Asia  
Communications  
54  
TOTAL. Registration Document 2012  
 
 
Business overview  
Organization chart as of December 31, 2012  
2
Finance  
Information  
Technology  
Telecommunications  
Advisers  
to the Chairman  
and CEO  
Strategy  
Scientific  
Development  
Finance  
Insurance  
Communications  
Legal Affairs  
& Business  
Intelligence  
Refining & Chemicals segment  
Marketing & Services segment  
Trading  
Shipping  
Refining  
& Chemicals  
Marketing & Services  
New Energies  
&
Products &  
Derivatives  
Trading  
Refining  
Chem base  
Europe  
Strategy  
Marketing  
Research  
Crude Oil  
Trading  
Health Security  
Environment  
Corporate  
Affaires  
Business  
& operations  
Health  
Safety  
Security  
Environment  
and Quality  
Refining  
Petrochemicals  
Eastern  
Forecasting,  
Institutional  
Relations &  
Manufacturing  
& Projects  
Division  
Products  
Trading  
Human  
Resources  
Shipping  
hemisphere  
Communication  
Refining  
Petrochemicals  
Americas  
Strategy  
Development  
Research  
Supply  
Logistics  
Europe  
Africa  
Middle East  
Polymers  
Administration  
Americas  
Asia  
Pacific  
Global  
Businesses  
Rubber  
Adhesives  
Bostik)  
Electroplating  
(Atotech  
Fertilizers  
(GPN)  
processing  
Hutchinson)  
(
(
Registration Document 2012. TOTAL  
55  
56  
TOTAL. Registration Document 2012  
3.Rapport de gestion  
Management Report  
3
Management Report  
The Management report was approved by the Board of Directors on February 12, 2013 and has not been updated with subsequent events.  
1.  
Summary of results and financial position  
58  
1.1.  
1.2.  
1.3.  
1.4.  
1.5.  
1.6.  
1.7.  
Overview of the 2012 fiscal year for TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58  
2012 Group results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59  
Upstream results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61  
Refining & Chemicals results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62  
Marketing & Services results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62  
TOTAL S.A. 2012 results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63  
Proposed dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63  
2.  
Liquidity and capital resources  
63  
2.1.  
2.2.  
2.3.  
2.4.  
2.5.  
Long-term and short-term capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63  
Cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64  
Borrowing requirements and funding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64  
External financing available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65  
Anticipated sources of financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65  
3.  
Research & Development  
65  
3.1.  
3.2.  
3.3.  
3.4.  
3.5.  
Upstream . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66  
Refining & Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66  
Marketing & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67  
Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67  
R&D organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67  
4.  
Trends and outlook  
68  
4.1.  
4.2.  
4.3.  
Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68  
Risks and uncertainties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68  
Sensitivity of the 2013 results to market environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68  
Document de référence 2012. TOTAL  
57  
Management Report  
3
Summary of results and financial position  
1. Summary of results and financial position  
1.1. Overview of the 2012 fiscal year for TOTAL  
The year 2012 was marked by an economic slowdown that damped  
the oil demand from OECD countries. The dynamism of emerging  
countries and the needs brought about by the Fukushima accident  
in Japan however sustained the overall growth of the demand  
for oil products, particularly in Asia at the year end. Market supplies  
remained adequate mainly due to the increase in non-conventional  
oil production in North America, whereas the persistence of geopolitical  
factors put a strain on the supply. The average price of Brent  
therefore remained stable, standing at $111.7/b in 2012 against  
and transparency, TOTAL reasserted the utmost priority it gives  
to the safety of operations and its commitment to environmental  
protection. It improved its safety performance further, with an 18%  
drop in the Group-wide TRIR(2) compared with 2011.  
In the Upstream segment, four major discoveries in Argentina,  
the United States in the Gulf of Mexico, Nigeria and Norway were  
made as a result of the Group’s bolder exploration strategy.  
The year 2012 also witnessed successful production start-ups  
especially in the fields of Usan, Islay, Bongkot South, Halfaya and  
South Mahakam. New major projects, such as Ofon II, Hild and  
Tempa Rossa, were launched in order to secure growth in the years  
to come. In 2012, the Group also extended its oil and gas acreage  
by obtaining licenses in promising exploration areas, particularly  
in Iraq, Bulgaria, Uruguay, Kenya and Kazakhstan.  
$111.3/b in 2011.  
Gas spot prices remained stable in Europe and Asia in 2012,  
sustained by the demand on Asian markets. However, spot prices  
for gas in the United States dropped to very low levels due to the  
abundant supply of natural gas following the development of shale  
gas, further strengthened by associated gas production from the  
production of unconventional liquids.  
At the same time, TOTAL disposed of certain mature or non-strategic  
Upstream assets, such as stakes in pipelines in Norway, its production  
subsidiary in Columbia or minority stakes in assets in Nigeria and  
the North Sea. It also announced the sale of its stakes in the OML  
138 offshore Block in Nigeria including the Usan field.  
The further progressive decline in European refining capacity  
combined with very high level of maintenance downtime in the global  
refining industry limited the overcapacity observed since 2009,  
thereby causing refining margins to rebound from $17/t in 2011 to $36/t  
In the Refining & Chemicals segment, TOTAL set out its strategy  
of increasing the competitive performance of its activities to boost  
the segment’s profitability from 6% in 2010 to 13% in 2015 in the  
market environment of 2010, scaling down its exposure to mature  
zones, mainly Europe, and bolstering its presence in high-growth  
areas. Thus, the year 2012 witnessed advances in the modernization  
of the refinery in Normandy, France, and the construction of the Jubail  
refinery in Saudi Arabia slated to start production in 2013.  
(1)  
in 2012 . Margins in petrochemicals in Europe declined on average  
over the year due to the drop in demand caused by the economic  
slowdown. On the other hand, in the United States, the petrochemicals  
segment benefited from the decrease in the prices of ethane  
and liquefied petroleum gases, driving a rebound in margins.  
In this environment, TOTAL’s adjusted net income amounted  
to 12.4 billion, up from the year 2011. This result essentially  
reflects the good performance of the segments, in an environment  
conducive to the Upstream segment and marked by a temporary  
but significant rebound in refining margins in the downstream  
segment. The Upstream segment’s adjusted net operating income  
reached 11.2 billion in 2012, a 6% increase from the previous  
year, supported mainly by the change in the -$ exchange rate.  
The Refining & Chemicals segment reported a 67% increase  
in its adjusted net operating income. This increase is primarily due  
to the increase in refining margins. Lastly, the Marketing & Services  
segment recorded a 3% increase in income compared with 2011.  
In the Marketing & Services segment, the Group restructured  
its organization in 2012 in order to achieve its ambitions for growth.  
It consolidated its leading position in the African continent and  
in the Middle-East notably with the development of its activities  
in Jordan and its sale of specialty products. In Europe, it continued  
to optimize its activities by deploying its new concept of Total Access  
in 300 service stations by the end of 2012. In the New Energies  
segment, TOTAL stepped up its efforts to enhance its competitiveness  
in the field of photovoltaic solar energy against a backdrop of profound  
changes in the industry, and at the end of 2012, it announced the  
commercial success of its subsidiary SunPower with the sale of the  
Antelope Valley project in the United States.  
The year 2012 was marked by a significant decline in acquisitions  
compared with 2011, and asset sales of $6 billion reflecting  
the Group’s intention to optimize and simplify its portfolio,  
by developing its Upstream assets with high growth potential.  
The process initiated in 2004 to increase R&D budgets continued  
with expenditures of 805 million in 2012, up 4% compared with 2011,  
with the aim, in particular, of 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.  
TOTAL benefited from the rise in its operating cash flow and  
the drop in acquisitions to fund its investments while increasing  
its dividend by nearly 3% to 2.34 per share, which will be submitted  
for approval to the Shareholders’ Meeting on May 17, 2013. The balance  
sheet was further strengthened with a ratio of net debt to equity  
of 21% at the end of 2012 compared with 23% at the end of 2011.  
Finally, in 2012, TOTAL reasserted the priority on safety and  
the environment as part of its operations throughout its business.  
For all of its projects conducted in a large number of countries,  
the Group puts an emphasis on Corporate Social Responsibility  
(CSR) challenges and the development of the local economies.  
In terms of operations, the Group had to deal with accidents  
in the North Sea and Nigeria in 2012, as well as safety issues in its  
facilities in Yemen which affected its productions. With responsibility  
(
1) Based on TOTAL’s “European Refining Margin Indicator”.  
(2) Total Recordable Injury Rate.  
58  
TOTAL. Registration Document 2012  
 
Management Report  
Summary of results and financial position  
3
As of December 31, 2012, the Group’s activities were conducted  
through three business segments as defined below:  
- a Marketing & Services segment including the global supply  
and marketing of oil products as well as New Energies activities.  
-
an Upstream segment including the activities of Exploration  
Production and Gas & Power;  
Moreover, the Corporate segment includes the operating  
and financial activities of the holding companies. As a result  
of the reorganizations carried out in 2012, information by business  
segment for comparative periods has been adjusted according  
to the new organization in force as from December 31, 2012.  
&
-
a Refining & Chemicals segment that is a major production  
hub combining TOTAL’s refining, petrochemicals, fertilizers  
and specialty chemicals operations. This segment also includes  
oil Trading & Shipping activities;  
1.2. 2012 Group results  
(M)  
2012  
2011  
2010  
Sales  
200,061  
184,693  
159,269  
Adjusted operating income from business segments(a)  
Adjusted net operating income from business segments(a)  
24,986  
13,437  
24,409  
12,263  
19,797  
10,622  
Net income (Group share)  
Adjusted net income (Group share)(a)  
10,694  
12,361  
12,276  
11,424  
10,571  
10,288  
Fully-diluted weighted-average shares (millions)  
Adjusted fully-diluted earnings per share (euros)(a)(b)  
Dividend per share (euros)(c)  
2,267  
5.45  
2.34  
2,257  
5.06  
2.28  
2,244.5  
4.58  
2.28  
Net-debt-to-equity ratio (as of December 31)  
Return on Average Capital Employed (ROACE)(d)  
Return on Equity (ROE)  
21%  
16%  
18%  
23%  
16%  
18%  
22%  
16%  
19%  
Cash flow from operations  
Investments  
Divestments  
22,462  
22,943  
5,871  
19,536  
24,541  
8,578  
18,493  
16,273  
4,316  
(
a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes for fair value from January 1, 2011, and, through June 30, 2010  
excluding TOTAL’s equity share of adjustments related to Sanofi.  
(
(
(
b) Based on fully-diluted weighted-average number of common shares outstanding during the period.  
c) Dividend 2012 is subject to the approval by the Shareholder’s Meeting on May 17, 2013.  
d) Based on adjusted net operating income and average capital employed at replacement cost (excluding after-tax inventory effect).  
Market environment  
2012  
2011  
2010  
Exchange rate -$  
Brent ($/b)  
European Refinery Margin Indicator (ERMI)(a) ($/t)  
1.28  
111.7  
36.0  
1.39  
111.3  
17.4  
1.33  
79.5  
27.4  
(
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 specific operating conditions.  
Adjustments to operating income from business segments  
(M)  
2012  
2011  
2010  
Special items affecting operating income from the business segments  
Restructuring charges  
(2,342)  
(2)  
(873)  
-
(1,394)  
-
(1,416)  
22  
Impairments  
(1,474)  
(866)  
(9)  
(781)  
(92)  
Other  
Effect of change in fair value  
Pre-tax inventory effect (FIFO vs, replacement cost)(a)  
45  
1,215  
-
(234)  
993  
Total adjustments affecting operating income from the business segments  
(2,585)  
387  
(401)  
(a) See Note 1N to the Consolidated Financial Statements.  
Registration Document 2012. TOTAL  
59  
 
Management Report  
3
Summary of results and financial position  
Adjustments to net income (Group share)  
(M)  
2012  
2011  
2010  
Special items affecting net income (Group share)  
Gain on asset sales  
(1,503)  
581  
(14)  
1,538  
(122)  
(1,014)  
(416)  
-
(384)  
1,046  
(53)  
Restructuring charges  
(77)  
Impairments  
(1,112)  
(895)  
-
(1,224)  
(153)  
(81)  
Other  
Equity share of adjustment items related to Sanofi(a)  
Effect of changes in fair value  
After-tax inventory effect (FIFO vs, replacement cost )  
(7)  
(157)  
32  
834  
-
(b)  
748  
Total adjustments to net income (Group share)  
(1,667)  
852  
283  
(
(
a) Effective July 1, 2010, Sanofi is no longer treated as an equity affiliate. TOTAL’s share in Sanofi. TOTAL’s share in Sanofi was 5.5% on December 31, 2010, and 0% on December 31, 2012.  
b) See Note 1N to the Consolidated Financial Statements.  
1.2.1. Sales  
1.2.3. Net income (Group share)  
Consolidated sales increased by 8% to  200,061 million in 2012  
from 184,693 million in 2011.  
Adjusted net income was 12,361 million in 2012, an increase  
of 8% compared to 11,424 million in 2011. Expressed in dollars,  
adjusted net income of $15.9 billion was stable compared to 2011.  
1.2.2. Operating income  
Adjusted net income excludes the after-tax inventory effect, special  
items and the effect of changes in fair value:  
On average, the oil market environment was stable compared  
to the previous year. For 2012, the average Brent price remained  
around 111.7 $/b and the average realized price of gas for the  
Group increased by 3% to 6.74 $/Mbtu, compared to 6.53 $/Mbtu  
in 2011. In the downstream, the ERMI increased to 36.0 $/t  
on average for 2012, compared to 17.4 $/t in 2011.  
-
The after-tax inventory effect had a negative impact on net income  
of 157 million in 2012 and a positive impact of 834 million in 2011.  
- Changes in fair value had a negative impact on net income of  
7 million in 2012 and a positive impact of 32 million in 2011.  
-
Special items had a negative impact on net income of 1,503 million  
in 2012, comprised essentially of an impairment of assets in  
the Barnett in the US, provisions for abandonment costs relating  
to Elgin in the UK, a one-off tax of 4% on petroleum stocks  
in France, an impairment of chemicals assets in Europe, and  
a provision relating to a settlement agreement in progress with  
the SEC and DoJ in the US. These special items were partially  
offset by gains on asset sales. In 2011, special items had  
a negative impact of 14 million.  
The euro-dollar exchange rate averaged 1.28 $/ in 2012  
compared to 1.39 $/ in 2011.  
In this environment, the adjusted operating income from the business  
segments was 24,986 million, an increase of 2% compared  
(1)  
(2)  
to 2011 . Expressed in dollars , the adjusted operating income  
for the business segments was $32.1 billion, a decrease of 6%  
compared to 2011, essentially due to lower Upstream results which  
were partially offset by improved results from Refining & Chemicals  
and Marketing & Services.  
Net income (Group share) was 10,694 million compared  
to 12,276 million. The effective tax rate for the Group was 56.2%  
in 2012 compared to 58.4% in 2011. On December 31, 2012,  
there were 2,270.4 million fully-diluted shares compared to 2,263.8  
million on December 31, 2011.  
(3)  
The effective tax rate , for the business segments was 55.2%  
in 2012 compared to 57.9% in 2011, essentially due to a decrease  
in the effective tax rate for Upstream and the increased contribution  
of downstream activities to the Group results.  
In 2012, adjusted fully-diluted earnings per share, based on 2,266.6  
million fully-diluted weighted-average shares, was 5.45, an increase  
of 8% compared to 5.06 in 2011.  
Adjusted net operating income from the business segments was  
13,437 million compared to 12,263 million in 2011, an increase  
of 10%.  
Expressed in dollars, adjusted fully-diluted earnings per share was  
Expressed in dollars, adjusted net operating income from the business  
segments increased by 1%. The fact that adjusted net operating  
income from the business segments increased in 2012 while the  
adjusted operating income from the business segments decreased  
compared to 2011 is explained mainly by the decrease in the effective  
tax rates in the two periods and an increase in the contribution  
of equity affiliates to adjusted results.  
$7.01 compared to $7.05 in 2011, a decrease of 1%.  
1.2.4. Investments - divestments  
Investments, excluding acquisitions and including changes in  
non-current loans, were 18.5 billion ($23.8 billion) in 2012 compared  
to 14.8 billion ($20.6 billion) in 2011, due to an increase in investments  
relating to new Upstream projects under development.  
Acquisitions were 3.1 billion ($4.0 billion) in 2012, comprised  
essentially of the acquisition of interests in exploration and production  
(4)  
licenses in Uganda, an additional 1.3% stake in Novatek , various  
(
(
(
(
1) Special items affecting operating income from the business segments had a negative impact of 2,342 million in 2012 and a negative impact of 873 million in 2011.  
2) Dollar amounts represent euro amounts converted at the average -$ exchange rate for the period: 1.2848 $/ for the full year 2012; 1.3920 $/ for the full year 2011; 1.3257 $/ for the full year 2010.  
3) Defined as: (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates – dividends received from investments + tax on adjusted net operating income).  
4) The Group’s interest in Novatek was 15.3% at December 31, 2012.  
60  
TOTAL. Registration Document 2012  
Management Report  
Summary of results and financial position  
3
exploration licenses, the minority interest in Fina Antwerp Olefins  
and the carry agreement in the Utica shale gas and condensates  
field in the US.  
Expressed in dollars, net investments in 2012 decreased 1%, mainly  
due to a significant decrease in acquisitions compared to 2011.  
For 2012, asset sales were 4.6 billion ($5.9 billion), comprised  
essentially of sales of the remainder of the Group’s shares of Sanofi,  
a stake in the Gassled pipeline in Norway, Upstream assets in Nigeria,  
the UK, Colombia and France, as well as interests in Pec-Rhin and  
Geostock in France and in Composites One in the US.  
1.2.5. Profitability  
The ROACE for the Group for 2012 was 16%, stable compared  
to 2011. Return on Equity for 2012 was 18%, also stable compared  
to 2011, and 19% in 2010.  
Net investments were 17.1 billion ($21.9 billion) in 2012,  
compared to 16.0 billion ($22.2 billion) in 2011, an increase of 7%.  
1.3. Upstream results  
(2)  
Environment -  
liquids and gas price realizations(a)  
The 2012 proved reserve replacement rate , based on SEC rules,  
was 93%.  
2012 2011 2010  
Brent ($/b)  
111.7  
107.7  
6.74  
111.3  
105.0  
6.53  
79.5  
76.3  
5.15  
56.7  
The 2012 organic proved reserve replacement rate(3) was 100%  
in a constant price environment.  
Average liquids price ($/b)  
Average gas price ($/Mbtu)  
Average hydrocarbons price ($/boed)  
At year-end 2012, TOTAL had a solid and diversified portfolio of  
proved and probable reserves(4) representing more than 20 years  
of reserve life based on the 2012 average production rate, and  
resources(5) representing more than 45 years of production.  
77.3  
74.9  
(
a) Consolidated subsidiaries, excluding fixed margin. Effective first quarter 2012,  
over/under-lifting valued at market prices.  
TOTAL benefited from favorable market conditions for Upstream  
in 2012. The Group’s average realizations for liquids and gas rose  
by 3% during 2012 compared to 2011.  
Effective July 1, 2012, the Upstream segment no longer includes  
the activities of New Energies, which are now reported with  
Marketing & Services. As a result, certain information has been  
restated according to the new organization.  
Hydrocarbons production  
2012 2011 2010  
Liquids (kb/d)  
Gas (Mcf/d)  
Combined productions (kboe/d)  
1,220  
5,880  
2,300  
1,226 1,340  
6,098 5,648  
2,346 2,378  
Results  
(M)  
2012  
2011 2010  
22,609 17,694  
10,602 8,629  
17,044 15,617  
17,661 14,176  
20,662 13,049  
Adjusted operating income  
Adjusted net operating income  
Cash flow from operating activities  
Adjusted cash flow  
22,108  
11,186  
18,950  
18,306  
19,618  
2,798  
In 2012, hydrocarbon production was 2,300 kboe/d, a decrease  
of 2% compared to 2011, essentially as a result of:  
+4.5% for start-ups and ramp-ups from new projects,  
-4% for normal decline,  
+1.5% for changes in the portfolio, comprised essentially  
of an increased share of Novatek production and the impact  
of the sale of CEPSA and assets in the UK, France, Nigeria,  
and Cameroon,  
Investments  
Divestments  
Return on Average Capital Employed(a)  
2,591  
21%  
2,067  
-
18%  
(a) 2009 capital employed was not recalculated according the new organization.  
Adjusted net operating income from the Upstream segment in 2012  
was 11,186 million compared to 10,602 million in 2011, an increase  
of 6%. Expressed in dollars, adjusted net operating income from  
the Upstream segment was $14.4 billion, a decrease of 3% compared  
to 2011 explained mainly by the decrease in hydrocarbon production,  
since the increase technical costs (as discussed below) was largely  
offset by the decrease in the effective tax rate for the Upstream.  
-2% for incidents at Elgin in the UK North Sea and Ibewa in Nigeria,  
-1.5% for disruptions related to security conditions in Yemen  
and the production shut-down in Syria, net of the positive effect  
of the return of production in Libya, and  
(1)  
-0.5% for price effect .  
Year-end reserves  
2012  
2011 2010  
Technical costs for consolidated subsidiaries, in accordance  
Liquids (Mb)  
Gas (Bcf)  
Hydrocarbon reserves (Mboe)  
5,686  
5,784 5,987  
(6)  
with ASC 932 , were 22.8 $/boe in 2012, compared to 18.9 $/boe  
in 2011, mainly due to increased depreciation of tangible assets  
relating to start-ups such as Pazflor, Halfaya, and Usan, as well  
as increased exploration expenses.  
30,877 30,717 25,788  
11,368 11,423 10,695  
Proved reserves based on SEC rules (based on Brent at 111.13 $/b)  
were 11,368 Mboe at December 31, 2012. Based on the 2012  
average rate of production, the reserve life is more than 13 years.  
The Return on Average Capital Employed (ROACE) for the Upstream  
segment was 18% in 2012 compared to 21% in 2011.  
(
(
(
(
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.  
3) The reserve replacement rate in an environment with a constant 110.96 $/b oil price, excluding acquisitions and divestments.  
4) 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 100 $/b  
Brent environment, including projects developed by mining.  
5) Proved and probable reserves plus contingent resources (potential average recoverable reserves from known accumulations - Society of Petroleum Engineers - 03/07).  
6) FASB Accounting Standards Codification Topic 932, Extractive industries – Oil and Gas.  
(
(
Registration Document 2012. TOTAL  
61  
 
Management Report  
3
Summary of results and financial position  
1.4. Refining & Chemicals results  
Operational data(a)  
2012  
2011  
2010  
Total refinery throughput (kb/d)  
1,786  
1,863  
2,009  
(a) Includes share of CEPSA, through July 31, 2011, and of TotalErg. Results for refineries in South Africa, French Antilles and Italy are reported in the Marketing & Services segment.  
In 2012, refinery throughput decreased by 4% compared to 2011, reflecting essentially the portfolio effect relating to the sale of the Group’s  
interest in CEPSA at the end of July 2011 and the closure of the Rome refinery at the end of the third quarter 2012. Excluding these portfolio  
effects, throughput increased by 4% due to increased availability of the Group’s refineries. As in 2011, 2012 was marked by higher levels  
of planned maintenance at European refineries, in particular the temporary shut-down of the Normandy refinery during the upgrading project  
at the end of 2012, as well as scheduled maintenance at the Provence and Feyzin refineries.  
Results  
(M)  
2012  
2011  
2010  
Adjusted operating income  
Adjusted net operating income  
Including Specialty Chemicals  
1,513  
1,414  
384  
613  
848  
423  
793  
1,012  
475  
Cash flow from operating activities  
Adjusted net operating income  
2,127  
2,170  
2,146  
1,318  
1,226  
2,115  
Investments  
Divestments  
1,944  
304  
1,910  
2,509  
2,124  
763  
Return on Average Capital Employed(a)  
9%  
5%  
-
(a) 2009 capital employed was not recalculated according the new organization.  
For 2012, the ERMI was 36.0 $/t, more than double the average  
during 2011.  
by 4% between the two periods, and the petrochemical environment  
weakened, particularly in Europe and in polymers. The decrease  
in adjusted net operating income for the Specialty Chemicals is  
attributable entirely to the sale of the resins business in mid-2011.  
Excluding this portfolio effect, the adjusted net operating income  
for the Specialty Chemicals would have increased slightly.  
Adjusted net operating income from the Refining & Chemicals  
segment in 2012 was 1,414 million, an increase of 67%  
compared to 848 million in 2011.  
Expressed in dollars, adjusted net operating income was $1.8 billion,  
an increase of 54% compared to 2011. This increase is mainly due  
to the positive effect of improved refining margins in Europe, noting  
that throughput at the Group’s refineries decreased on a global basis  
The ROACE for the Refining & Chemicals segment was 9% for 2012,  
compared to 5% for 2011.  
1.5. Marketing & Services results  
Operational data(a)  
2012  
2011  
2010  
Refined products sales (kb/d)  
1,710  
1,987  
2,116  
(a) Excludes trading and bulk sales, includes share of CEPSA, through July 31, 2011, and of TotalErg.  
For 2012, the decrease in sales of 14% compared to 2011 was  
almost entirely attributable to the sale of the Group’s interest in CEPSA  
and the sale of marketing activities in the UK.  
Effective July 1, 2012, Marketing & Services includes the activities  
of New Energies. As a result, certain information has been restated  
according to the new organization.  
62  
TOTAL. Registration Document 2012  
 
Management Report  
Liquidity and capital resources  
3
Results  
(M)  
2012  
2011  
2010  
Sales  
86,614  
85,325  
75,580  
Adjusted operating income  
Adjusted net operating income  
Including New Energies  
1,365  
837  
(169)  
1,187  
813  
(197)  
1,310  
981  
n/a  
Cash flow from operating activities  
Adjusted cash flow  
1,132  
1,192  
541  
1,103  
1,105  
1,405  
Investments  
Divestments  
1,301  
152  
1,834  
1,955  
1,019  
83  
Return on Average Capital Employed(a)  
12%  
13%  
-
(a) 2009 capital employed was not recalculated according the new organization.  
For 2012, Marketing & Services sales were 86.6 billion, an increase  
of 2% compared 2011.  
to provide stable results despite sales volumes generally decreasing,  
due in particular to improved results from activities in the Asia-Pacific  
and Eastern European regions.  
Adjusted net operating income from the Marketing & Services segment  
was 837 million in 2012, an increase of 3% compared to 813 million  
in 2011. This increase is explained principally by the improved  
performance of New Energies. Marketing activities continued  
The ROACE for the Marketing & Services segment was 12% for 2012,  
compared to 13% for 2011.  
1.6. TOTAL S.A. 2012 results  
Net income for TOTAL S.A., the parent company, was 6,520 million in 2012, compared to 9,766 million in 2011.  
1.7. Proposed dividend  
After closing the 2012 accounts, the Board of Directors decided  
to propose at the May 17, 2013, Annual Shareholders’ Meeting  
a dividend of 2.34 euros per share for 2012, an increase  
of approximately 3% compared to the previous year.  
Based on 2012 adjusted net income, the payout ratio would be 43%.  
Taking into account the three 2012 interim dividends, the remaining  
(1)  
0.59 euros per share would be paid on June 27, 2013 .  
2. Liquidity and capital resources  
2.1. Long-term and short-term capital  
Long-term capital  
As of December 31,  
(M)  
2012  
2011  
2010  
Shareholders’ equity  
Non-current financial debt  
Hedging instruments of non-current financial debt  
72,894(a)  
22,274  
(1,626)  
68,134  
22,557  
(1,976)  
58,718  
20,783  
(1,870)  
Total net non-current capital  
93,542  
88,715  
77,631  
(a) Based on a 2012 dividend of 2.34 per share.  
(1) The ex-dividend date for the remainder of the 2012 dividend would be June 24, 2013 ; for the ADR (NYSE:TOT) the ex-dividend date would be June 19, 2013.  
Registration Document 2012. TOTAL  
63  
 
Management Report  
3
Liquidity and capital resources  
Short-term capital  
As of December 31,  
(M)  
2012  
2011  
2010  
Current borrowings  
Net current financial assets  
11,016  
(1,386)  
9,675  
(533)  
9,653  
(1,046)  
Net current financial debt  
9,630  
9,142  
8,607  
Cash and cash equivalents  
(15,469)  
(14,025)  
(14,489)  
2.2. Cash flow  
(M)  
2012  
2011  
2010  
Cash flow from operating activities  
Changes in working capital at replacement cost  
22,462  
850  
19,536  
(524)  
18,493  
497  
Cash flow from operating activities before changes in working capital at replacement cost  
21,612  
20,060  
17,996  
Investments  
Total divestments  
(22,943)  
5,871  
(24,541)  
8,578  
(16,273)  
4,316  
Net cash flow at replacement cost, before changes in working capital  
4,540  
4,097  
6,039  
Dividends paid  
Purchase of treasury shares  
Net-debt-to-equity ratio at December 31  
(5,288)  
(68)  
21%  
(5,312)  
-
23%  
(5,250)  
-
22%  
Cash flow from operations was 22,462 million in 2012, an increase  
of 15% compared with 2011, essentially due to the favorable  
change in working capital requirements between the two periods.  
The Group’s net cash flow(2) was 5,390 million against 3,573  
million in 2011. Expressed in dollars, the Group’s net cash flow was  
$6.9 billion in 2012.  
Adjusted cash flow from operations(1) was 21,612 million, an increase  
of 8%. Expressed in dollars, adjusted cash flow from operations  
was $27.8 billion, a decrease of 1% compared with 2011.  
The net-debt-to-equity ratio was 21.4% on December 31, 2012,  
compared with 23.0% on December 31, 2011.  
2.3. Borrowing requirements and funding structure  
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, euros or Canadian dollars  
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.  
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.  
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 implemented with significant counterparties.  
The non-current debt is generally raised by the Corporate treasury  
entities either directly in dollars, euros or Canadian dollars, or in other  
currencies which are then exchanged for dollars, euros or Canadian  
dollars through swap issues to appropriately match general  
Corporate needs.  
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).  
(
1) Cash flow from operations at replacement cost before changes in working capital.  
(2) Net cash flow = cash flow from operations + divestments - gross investments.  
64  
TOTAL. Registration Document 2012  
 
Management Report  
Research & Development  
3
2.4. External financing available  
As of December 31, 2012, the aggregate amount of the major  
confirmed credit facilities granted by international banks to Group  
companies (including TOTAL S.A.) was $11,328 million (compared  
with $11,447 million on December 31, 2011), of which $10,921 million  
were unused ($11,154 million unused on December 31, 2011).  
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.  
Credit facilities 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.  
TOTAL S.A. has confirmed credit facilities granted by international  
banks, which allow the Company to fund a significant cash reserve.  
As of December 31, 2012, these credit facilities amounted to $10,519  
million (compared with $10,139 million on December 31, 2011), of  
which $10,463 million were unused (compared with $10,096 million  
unused on December 31, 2011).  
As of December 31, 2012, no restrictions applied to the use  
of the Group companies’ capital (including TOTAL S.A.) that could  
significantly impact the Group’s activities, directly or indirectly.  
2.5. Anticipated sources of financing  
Investments, working capital and dividend payments are financed  
essentially by the cash flow generated from operating activities,  
asset disposals and, if necessary, by net borrowings.  
For the coming years and based on the current financing conditions,  
the Company intends to maintain this method of financing the Group’s  
investments and activities.  
3. Research & Development  
In 2012, Research & Development (R&D) expenses amounted  
to 805 million, compared with 776 million in 2011 and 715 million  
in 2010. The process initiated in 2004 to increase R&D budgets  
continued in 2012.  
– 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  
The portfolio managed by the entity tasked with developing SMEs  
specialized in innovative energy technologies and cleantechs has  
grown regularly since 2009.  
– mastering and using innovative technologies such as biotechnologies,  
materials sciences, nanotechnologies, high-performance computing,  
information and communications technologies and new analytic  
techniques.  
In 2012, 4,110 people were dedicated to R&D activities, compared  
with 3,946 in 2011 and 4,087 in 2010. This is mainly due to changes  
in the scope of the Group’s activities.  
These issues are addressed synergistically within a portfolio of projects.  
Different aspects may be looked at independently by different divisions.  
There are six major R&D focuses at TOTAL:  
developing knowledge, tools and technological mastery to discover  
and profitably operate complex oil and gas resources to help meet  
the global demand for energy;  
developing and industrializing solar, biomass and carbon capture  
and storage technologies to help prepare for future energy needs;  
developing practical, innovative and competitive materials  
and products that meet customers’ 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 address the challenges of improved energy efficiency,  
lower environmental impact and toxicity, better management  
of their life cycle and waste recovery;  
developing, industrializing and improving first-level competitive  
processes for the conversion 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;  
Registration Document 2012. TOTAL  
65  
 
Management Report  
3
Research & Development  
3.1. Upstream  
3.1.1. Exploration & Production  
involving major research. In particular, new technologies for the  
exploitation of oil shales by pyrolysis are being developed.  
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  
in the long term as well as those for the initial appraisal of hydrocarbon  
reservoirs and simulation of field evolution during operations,  
especially for tight, very deep or carbonated reservoirs.  
The oxycombustion CO capture and storage project in the depleted  
2
Rousse reservoir in Lacq (France) is about to reach the end  
of the active reinjection phase, before progressing to the monitoring  
phase. The Group now has a strong command of the methods  
used to characterize reservoirs for this type of injection. New projects  
will look into new and more economical capturing solutions.  
R&D activity has been intensified in the shale gas and oil sector,  
with a strong focus on water management throughout the production  
cycle and the search for alternatives to hydraulic fracking.  
Finally, water management and the production of hydrocarbons are  
also the subject of increased R&D activities.  
In 2012, the Group decided to join the consortium that is developing  
the Intersect simulator. The Group also launched a major effort to  
develop exploration and operational technologies in very cold regions.  
3
.1.2 Gas & Power  
The program to develop new LNG (Liquefied Natural Gas) solutions  
is continuing.  
Enhancing oil recovery from mature reservoirs and recovery of heavy  
oil and bitumen with lesser environmental impacts are also subjects  
3.2. Refining & Chemicals  
3
.2.1. Refining & Petrochemicals  
Finally, through Hutchinson, Bostik and Atotech in the Refining &  
Chemicals segment, Petrochemicals is involved in “Materials Sciences”  
projects aimed at developing and bringing to light the division’s skills  
and innovations in the field of materials. The third generation  
of the “Total Car Concept” project aims to demonstrate the benefits  
of these technologies.  
R&D in the realm of refining and petrochemicals came under review  
in 2012 as part of the reorganization of the Group. The priorities are:  
to make the best possible use of synergy between industrial units;  
to maximize value creation, by benefiting from diversified resources;  
to continuously improve the safety, performance and energy  
efficiency of processes through a better understanding of the  
mechanisms involved and the relations between the structure  
and the properties of the loads and products;  
3.2.2. Specialty Chemicals  
R&D has strategic importance for the Specialty Chemicals. It is closely  
linked to the needs of subsidiaries and industrial customers.  
to propose a differentiated variety of products to meet the market’s  
needs, and in particular for fuels and polymers;  
Hutchinson is continuing to pursue its four main areas of research:  
energy efficiency, mass reduction, electrification and control, comfort  
and safety. Hutchinson develops products and technologies on the  
strength of its capacity to formulate original and advanced materials  
and its command of the systems in which its products are integrated.  
Significant developments have been made in chemical analysis  
and digital simulation.  
to give the Group the means of meeting the environmental  
obligations of its units and products, as part of its drive for  
continuous improvement.  
In Refining & Chemicals, 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 and base oils.  
Bostik is focusing its research activities on three technology platforms:  
hot-melt adhesives, reactive elastomers and hydraulic polymer-binder  
systems. Based on these technologies, R&D is developing practical,  
sustainable assembly solutions that meet the needs of markets in  
terms of energy efficiency (construction, transport), material  
efficiency (health, industry) and environmental impacts throughout  
their life cycle.  
Several R&D projects are ongoing in the field of the production  
of second-generation biofuels, in partnerships with industrial  
manufacturers (the BioTfueL project) or universities.  
Sustained efforts are also being made to continuously improve  
the performance of processes and to improve the results of the  
manufacturing sites.  
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.  
The development of new grades of polymers remains a cornerstone  
of the Petrochemicals strategy. Futerro, the joint venture formed  
by Galactic and TOTAL, is the technological leader in the polylactic acid  
(PLA) production chain, from monomer production to polymer recycling.  
The optimization of the UOP-Total olefin production process from  
methanol (MTO/OCP) has reached its objectives. An industrial  
project is currently being examined and efforts continue to support  
the licensing of this technology.  
66  
TOTAL. Registration Document 2012  
 
Management Report  
Research & Development  
3
3.3. Marketing & Services  
3.3.1. Marketing & Services  
Moreover, know-how in the realm of engine tests and analytical  
product characterization is also deemed to be critical.  
The Marketing & Services R&D strategy and organization came  
under review in 2012 in line with the organization and the challenges  
facing the sector.  
3.3.2. New Energies  
The priorities are:  
R&D efforts in New Energies cover both the production processes  
of SunPower cells, which aim to speed up the reduction of production  
costs, and the future generations of photovoltaic cells, as part  
of several partnerships with recognized academic research institutes  
and start-ups. In particular, TOTAL is a partner in the important  
institutional project, IPVF, launched by the Université Paris-Saclay.  
the development of fuels, specification and high-performance  
additives and heating fuels that meet the market’s needs, such  
as the changes in environmental regulations and the adaptation  
to new resources, including those from the biomass;  
the development of new families of bitumen, by working on  
its properties and issues of logistics and product applications;  
Energy production from biomass is the other major R&D challenge  
in the development of New Energies. Through its own biotechnology  
research team, the Group is taking part in a program to develop  
several production processes using biomass, and in biotechnological  
projects to transform the biomass into advanced biofuels or molecules  
that can be used in chemical applications. The Group’s main  
partnership is with Amyris, in which the Group holds a stake.  
the development of advanced lubricants for a broad range  
of sectors and customers;  
the development of analytical and screening methods that  
optimize the product development process.  
3.4. Environment  
Environmental issues are important throughout the Group and are  
taken into account in all R&D projects. They involve environmental  
risk management, including in particular:  
– detection and reduction of emissions into the air and simulation  
of their dissemination;  
prevention of soil contamination and regulatory compliance  
with regard to historical aspects and the rehabilitation of sites;  
water management, notably by reducing the use of water from  
natural continental environments and by lowering emissions  
in compliance with the regulations in force;  
changes in the Group’s different products and management of  
their life cycle, in particular in compliance with the REACH Directive.  
reduction of greenhouse gases through the improvement of energy  
efficiency and carbon capture and storage;  
3.5. 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.  
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-one R&D sites worldwide and has developed  
approximately 600 partnerships with other industrial groups and  
academic or highly specialized research institutes. TOTAL also has  
a permanently renewed network of scientific advisors worldwide that  
monitor and advise on matters of interest to the Group’s R&D  
Each segment 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 2012,  
more than 250 new patent applications were issued by the Group.  
Registration Document 2012. TOTAL  
67  
 
Management Report  
3
Trends and outlook  
4. Trends and outlook  
4.1. Outlook  
To create profitable and sustainable growth, TOTAL invests in  
value-creating projects and optimizes its portfolio, in particular by  
divesting non-core assets and subsidiaries with limited growth  
potential or those in which the Group has a low working interest.  
cooperation with the UK authorities towards a safe and progressive  
restart of Elgin-Franklin during the first quarter 2013. Visibility on the  
Group’s production growth targets will be further enhanced this year  
by the launch of additional major projects, notably in West Africa.  
The net investment budget of TOTAL for 2013 is $22 billion, stable  
compared to 2011 and 2012. In executing its 2012-14 asset sale  
program of $15-20 billion, the Group sold $6 billion of assets in 2012  
and anticipates reaching the low-end of its target range by the end  
of 2013 with the closing of the Usan sale and other divestments  
already in progress. The organic investment budget for 2013 is $28  
billion, more than 80% of which will be dedicated to Upstream,  
principally for highly competitive and profitable projects scheduled  
to start-up before 2017.  
The exploration budget has been increased to $2.8 billion for 2013,  
and the high-potential exploration program for 2013 reflects the new  
dynamic of the Group, with prospects to be drilled in Côte d’Ivoire,  
Gabon, Kenya, and Brazil.  
In Refining & Chemicals, the restructuring in progress should yield  
productivity gains and provide synergies in 2013, and in turn contribute  
to increased profitability, in line with the objective of a segment  
ROACE of 13% in 2015. The year 2013 also should be highlighted  
by the start-up of Jubail in Saudi Arabia. This fully-integrated refinery  
will have a 400 kb/d capacity for heavy crude and will provide  
refined products to growth markets like the Middle East and Asia.  
The Group also confirms its commitment with respect to R&D with  
a budget of about $1.3 billion in 2013.  
In the Upstream, TOTAL confirms its production growth targets for  
Marketing & Services seeks to continue to strengthen its worldwide  
positions and to capitalize on its ability to respond to its customers’  
needs. New Energies will pursue its productivity, development,  
and innovation programs to increase its contribution.  
2
2
015, 3% per year on average over the period 2011-2015, and for  
017, a potential of 3 Mboe/d, all based on improved visibility.  
TOTAL is focused on delivering its projects on time and in budget.  
In 2013, production growth should be fueled by 2012 start-ups as  
well as anticipated 2013 start-ups, including Anguille in Gabon,  
Angola LNG, Kashagan in Kazakhstan, and the extension of OML  
The Group confirms its commitment in favor of a competitive policy  
for returns to shareholders, in keeping with its objective of  
sustainable growth.  
58 in Nigeria. In addition, the Group continues to work in  
4.2. Risks and uncertainties  
Due to the nature of its business, the Group’s activities remain  
subject to the usual market risks (sensitivity to the environmental  
parameters of the oil and financial markets), industrial and environmental  
risks related to its operations, and to political or geopolitical  
risks stemming from the global presence of most of its activities.  
to rules set by the Group’s General Management, which provide  
for regular pooling of available cash balances, open positions  
and management of the financial instruments by the Group’s  
General Management.  
Detailed information is given in the Risk Factors section (Chapter 4),  
of this Registration Document. For more information, also refer  
to the Chairman’s report in paragraph 1.10. of Chapter 5.  
Risks relative to cash management operations and to interest rate  
and foreign exchange financial instruments are managed according  
4
.3. Sensitivity of the 2013 results to market environment(a)  
Market  
environment parameters  
Scenario  
Change  
Estimated impact  
on adjusted  
Estimated impact  
on adjusted  
operating income  
net operating income  
Dollar  
Brent  
1.30 $/€  
100 $/b  
30 $/t  
+0.1 $ per €  
+1 $/b  
-2.2 B€  
+0.24 B/0.31 B$  
+0.08 B/0.1 B$  
-0.95 B€  
+0.11 B/0.14 B$  
+0.05 B/0.06 B$  
European refining margins (ERMI)  
+1 $/t  
(
a) Sensitivities revised once per year upon publication of the previous year’s fourth quarter results. Indicated sensitivities are approximate and based upon TOTAL’s current view of its 2013 portfolio.  
Results may differ significantly from the estimates implied by the application of these sensitivities. The impact of the -$ sensitivity on adjusted operating income and adjusted net operating  
income attributable to the Upstream segment are approximately 80% and 70% respectively. The remaining impact of the sensitivity is essentially in the Refining & Chemicals segment.  
68  
TOTAL. Registration Document 2012  
 
4.Facteurs de risques  
Risk factors  
4
Risk factors  
1.  
Financial risks  
70  
1
1
1
1
1
1
1
1
1
1
1
.1.  
.2.  
.3.  
.4.  
.5.  
.6.  
.7.  
.8.  
.9.  
Sensitivity to market environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70  
Oil and gas market related risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70  
Financial markets related risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71  
Counterparty risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72  
Currency exposure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72  
Short-term interest rate exposure and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72  
Interest rate risk on non-current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72  
Sensitivity analysis on interest rate and foreign exchange risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73  
Stock market risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74  
.10. Liquidity risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75  
.11. Credit risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76  
2.  
Industrial and environmental risks  
78  
2
2
.1.  
.2.  
Types of risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .78  
Management and monitoring of industrial and environmental risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80  
3.  
Other risks  
81  
3
3
3
3
3
3
3
3
3
3
3
.1.  
.2.  
.3.  
.4.  
.5.  
.6.  
.7.  
.8.  
.9.  
Economic environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81  
Risks related to oil and gas exploration and production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82  
Major projects and production growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83  
Equity affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83  
Risks related to economic or political factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83  
Ethical misconduct and non compliance risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .84  
Legal aspects of the Group’s activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .84  
Critical IT system services and information security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85  
Countries targeted by economic sanctions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86  
.10. Risks related to competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89  
.11. Legal and arbitration proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89  
4.  
Insurance and risk management  
89  
4.1.  
4.2.  
4.3.  
Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89  
Risk and insurance management policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90  
Insurance policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90  
Registration Document 2012. TOTAL  
69  
Risk factors  
4
Financial risks  
1. Financial risks  
Financial risks are detailed in Note 31 to the Consolidated Financial Statements (point 7., Chapter 9).  
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.  
the speed at which the prices of finished 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 the annual adjusted net operating income  
(1)  
by approximately 0.05 billion ($0.06 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 2013, according to the scenarios retained,  
the Group estimates that an increase or decrease of $1.00 per  
barrel in the price of Brent crude would respectively increase or  
decrease the annual adjusted net operating income by  
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 the annual  
adjusted net operating income, expressed in euro, by  
approximately 0.95 billion.  
(1)  
approximately 0.11 billion ($0.14 billion ). The impact of changes  
The Group’s results, particularly in the Chemicals activity, also  
depend on the overall economic environment.  
in crude oil prices on downstream operations depends upon  
Summary  
of sensitivities 2013(a)  
Scenario  
retained  
Change  
Estimated impact  
on adjusted  
operating income  
Estimated impact  
on adjusted net  
operating income  
-$  
1.30 $/ + $0.10 per €  
-2.2 B€  
+0.24 B/0.31 B$  
+0.08 B/0.1 B$  
-0.95 B€  
+0.11 B/0.14 B$  
+0.05 B/0.06 B$  
Brent  
100 $/b  
30 $/t  
+1 $/b  
+1 $/t  
European refining margins (ERMI)  
(
a) Sensitivities revised once per year upon publication of the previous year’s fourth quarter results. The impact of the -$ sensitivity on adjusted operating income and adjusted net  
operating income attributable to the Upstream segment are approximately 80% and 70% respectively. The remaining impact of the sensitivity is essentially on the Refining & Chemicals  
segment. Indicated sensitivities are estimates based upon assumptions of the Group’s portfolio in 2013. Results may differ significantly from the estimates implied by the application  
of these sensitivities.  
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 activities. Options are systematically re-evaluated  
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 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.  
70  
TOTAL. Registration Document 2012  
 
Risk factors  
Financial risks  
4
Trading & Shipping: value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High  
13.0  
Low  
3.8  
Average  
7.4  
Year end  
5.5  
2012  
2
2
011  
010  
10.6  
23.1  
3.7  
3.4  
6.1  
8.9  
6.3  
3.8  
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 market risk exposure, i.e. potential loss in fair values,  
on its trading business is measured 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 and power trading: value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High  
20.9  
Low  
2.6  
Average  
7.4  
Year end  
2.8  
2012  
2
2
011  
010  
21.0  
13.9  
12.7  
2.7  
16.0  
6.8  
17.6  
10.0  
The Group has implemented strict policies and procedures  
to manage and monitor these market risks. These are based  
on the separation of control and front-office 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  
mainly interest rate and currency swaps. The Group may also  
occasionally use futures contracts and options. These operations  
and their accounting treatment are detailed in Notes 1 paragraph  
M, 20, 28 and 29 to the Consolidated Financial Statements.  
Excess cash of the Group is deposited mainly in government  
institutions, deposit banks, or major companies 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 General Management, which provide for  
regular pooling of available cash balances, open positions and  
management of the financial instruments by the Treasury Department.  
The Cash Monitoring-Management Unit within the Treasury  
Department monitors limits and positions per bank on a daily basis  
and results of the Front Office. This unit also prepares  
marked-to-market valuations of used financial instruments and,  
when necessary, performs sensitivity analysis.  
Registration Document 2012. TOTAL  
71  
 
Risk factors  
4
Financial 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  
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.  
(
multi-criteria analysis including a review of market prices and  
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.  
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).  
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  
Canadian 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 Corporate treasury  
entities either directly in dollars, in euros or in Canadian dollars,  
or in other currencies which are then exchanged for dollars or euros  
through swaps issues to appropriately match general Corporate  
needs. The proceeds from these debt issuances are loaned to  
affiliates whose accounts are kept in dollars, in Canadian 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.  
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.  
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.  
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 General 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.  
1.7. 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, in euros or in  
Canadian dollars according to general corporate needs of the Group.  
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.  
72  
TOTAL. Registration Document 2012  
 
Risk factors  
Financial 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, 2012, 2011 and 2010.  
Change in fair value  
due to a change  
in interest rate by  
Assets/(Liabilities)  
Carrying  
amount  
Estimated  
fair value  
+10 basis  
points  
-10 basis  
points  
(M)  
As of December 31, 2012  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease obligations)  
Other interest rates swaps  
(21,346)  
(11)  
1,626  
1,615  
4,251  
-
(21,545)  
(11)  
1,626  
1,615  
4,251  
-
97  
-
-
(58)  
4
2
(97)  
-
-
58  
(4)  
(2)  
-
Currency swaps and forward exchange contracts  
(50)  
(50)  
-
As of December 31, 2011  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease obligations)  
Other interest rates swaps  
(21,402)  
(146)  
1,976  
1,830  
3,488  
(1)  
(22,092)  
(146)  
1,976  
1,830  
3,488  
(1)  
83  
-
-
(49)  
3
3
(83)  
-
-
49  
(3)  
(3)  
-
Currency swaps and forward exchange contracts  
47  
47  
-
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 (excluding capital lease obligations)  
Other interest rates swaps  
(20,019)  
(178)  
1,870  
1,692  
3,483  
(2)  
(20,408)  
(178)  
1,870  
1,692  
3,483  
(2)  
86  
-
-
(59)  
4
3
(84)  
-
-
59  
(4)  
(3)  
-
Currency swaps and forward exchange contracts  
(101)  
(101)  
-
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)  
2012  
2011  
2010  
Cost of net debt  
(571)  
(440)  
(334)  
Interest rate translation of:  
+
-
+
-
10 basis points  
10 basis points  
100 basis points  
100 basis points  
(11)  
11  
(106)  
106  
(10)  
10  
(103)  
103  
(11)  
11  
(107)  
107  
Registration Document 2012. TOTAL  
73  
 
Risk factors  
4
Financial 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 currency is the dollar and, to a lesser extent, the pound sterling,  
the Norwegian krone and the Canadian dollar.  
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, 2012  
1.32  
0.82  
As of December 31, 2011  
As of December 31, 2010  
1.29  
1.34  
0.84  
0.86  
As of December 31, 2012  
Total  
Euro  
Dollar  
Pound  
Other currencies  
(M)  
sterling  
and equity affiliates  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
74,400  
45,999  
22,510  
4,651  
1,240  
before net investment hedge  
(1,488)  
-
-
-
(781)  
-
(823)  
-
116  
-
Net investment hedge - open instruments  
Shareholders’ equity at exchange rate  
as of December 31, 2012  
72,912  
45,999  
21,729  
3,828  
1,356  
As of December 31, 2011  
Total  
Euro  
Dollar  
Pound  
Other currencies  
(M)  
sterling  
and equity affiliates  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
69,025  
41,396  
21,728  
4,713  
1,188  
before net investment hedge  
(962)  
(26)  
-
-
127  
(25)  
(923)  
(1)  
(166)  
-
Net investment hedge - open instruments  
Shareholders’ equity at exchange rate  
as of December 31, 2011  
68,037  
41,396  
21,830  
3,789  
1,022  
As of December 31, 2010  
Total  
Euro  
Dollar  
Pound  
Other currencies  
(M)  
sterling  
and equity affiliates  
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 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  
(a gain of 26 million in 2012, a gain of 118 million in 2011, nil result in 2010).  
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, valuations of the sectors in which the  
companies operate, and the economic and financial condition of each individual company.  
74  
TOTAL. Registration Document 2012  
 
Risk factors  
Financial risks  
4
1.10. Liquidity risk  
TOTAL S.A. has confirmed lines of credit granted by international  
banks, which are calculated to allow it to manage its short-term  
liquidity needs as required.  
have a material adverse effect on its financial position. As of  
December 31, 2012, the aggregate amount of the principal  
confirmed lines of credit granted by international banks to Group  
companies, including TOTAL S.A., was $11,328 million, of which  
As of December 31, 2012, these lines of credit amounted to $10,519  
million, of which $10,463 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  
$10,921 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.  
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2012, 2011 and 2010  
see Note 20 to the Consolidated Financial Statements).  
(
As of December 31, 2012  
Assets/(Liabilities)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
(M)  
Non-current financial debt  
notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Assets and liabilities available  
for sale or exchange  
(
-
(11,016)  
(176)  
(3,832)  
(3,465)  
(2,125)  
(3,126)  
(8,100)  
(20,648)  
(11,016)  
(176)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,562  
1,562  
(756)  
15,469  
-
-
-
-
-
-
-
-
-
-
(756)  
15,469  
Cash and cash equivalents  
Net amount before financial expense  
5,083  
(3,832)  
(3,465)  
(2,125)  
(3,126)  
(8,100)  
(15,565)  
Financial expense on non-current financial debt (746)  
(625)  
335  
(519)  
225  
(405)  
106  
(352)  
62  
(1,078)  
(37)  
(3,725)  
1,062  
Interest differential on swaps  
371  
Net amount  
4,708  
(4,122)  
(3,759)  
(2,424)  
(3,416)  
(9,215)  
(18,228)  
As of December 31, 2011  
Assets/(Liabilities)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
(M)  
Non-current financial debt  
notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Cash and cash equivalents  
(
-
(9,675)  
(167)  
700  
14,025  
(4,492)  
(3,630)  
(3,614)  
(1,519)  
(7,326)  
(20,581)  
(9,675)  
(167)  
700  
14,025  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net amount before financial expense  
4,883  
(4,492)  
(3,630)  
(3,614)  
(1,519)  
(7,326)  
(15,698)  
Financial expense on non-current financial debt (785)  
(691)  
331  
(521)  
221  
(417)  
120  
(302)  
55  
(1,075)  
44  
(3,791)  
1,091  
Interest differential on swaps  
320  
Net amount  
4,418  
(4,852)  
(3,930)  
(3,911)  
(1,766)  
(8,357)  
(18,398)  
As of December 31, 2010  
Assets/(Liabilities)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
(M)  
Non-current financial debt  
notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Cash and cash equivalents  
(
-
(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  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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)  
Registration Document 2012. TOTAL  
75  
 
Risk factors  
4
Financial 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 of current liabilities”).  
The following table sets forth financial assets and liabilities related  
to operating activities as of December 31, 2012, 2011 and 2010  
(see Note 28 to the Consolidated Financial Statements).  
As of December 31,  
(M)  
Assets/(Liabilities)  
2012  
2011  
2010  
Accounts payable  
Other operating liabilities  
including financial instruments related to commodity contracts  
Accounts receivable, net  
Other operating receivables  
(21,648)  
(5,904)  
(482)  
19,206  
6,158  
707  
(22,086)  
(5,441)  
(606)  
20,049  
7,467  
(18,450)  
(3,574)  
(559)  
18,159  
4,407  
499  
including financial instruments related to commodity contracts  
1,074  
Total  
(2,188)  
(11)  
542  
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.  
related to financial assets recorded on its balance sheet, including  
energy derivative instruments that have a positive market value.  
The Group is exposed to credit risks in its operating and financing  
activities. The Group’s maximum exposure to credit risk is partially  
The following table presents the Group’s maximum credit risk  
exposure:  
As of December 31,  
(M)  
Assets/(Liabilities)  
2012  
2011  
2010  
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)  
2,360  
2,207  
1,626  
19,206  
6,158  
1,562  
15,469  
2,246  
2,055  
1,976  
20,049  
7,467  
700  
2,383  
1,596  
1,870  
18,159  
4,407  
1,205  
14,489  
Cash and cash equivalents (note 27)  
14,025  
Total  
48,588  
48,518  
44,109  
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, 2012, the net  
amount received as part of these margin calls was 1,635 million  
(against 1,682 million as of December 31, 2011 and  
1,560 million as of December 31, 2010).  
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 risk is managed by the Group’s business segments  
as follows:  
76  
TOTAL. Registration Document 2012  
 
Risk factors  
Financial 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.  
Trading & Shipping 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.  
Gas & Power  
Gas & Power 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 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.  
Potential counterparties are subject to credit assessment and  
approval before concluding transactions and are thereafter subject  
to regular review, including re-appraisal and approval of the limits  
previously granted.  
The 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.  
Contractual arrangements are structured so as to maximize the risk  
mitigation benefits of netting between transactions wherever  
possible and additional protective terms providing for the provision  
of security in the event of financial deterioration and the termination  
of transactions on the occurrence of defined default events are  
used to the greatest permitted extent.  
Credit exposure, which is essentially an economic exposure or  
an expected future physical exposure, is permanently monitored  
and subject to sensitivity measures.  
Credit 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.  
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.  
Marketing & Services segment  
Internal procedures for Marketing & Services business unit 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.).  
Refining & Chemicals segment  
Refining & Chemicals  
Credit risk is primarily related to commercial receivables. Each  
business unit 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:  
Each entity also implements monitoring of its outstanding  
receivables. Risks related to credit may be mitigated or limited  
by subscription of credit insurance and/or requiring security  
or guarantees.  
implementation of credit limits with different authorization  
procedures for possible credit overruns;  
Bad debts are provisioned on a case-by-case basis at a rate  
determined by management based on an assessment of the risk  
of credit loss.  
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).  
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.  
Registration Document 2012. TOTAL  
77  
Risk factors  
4
Industrial and environmental risks  
2. Industrial and environmental risks  
2.1. Types of risks  
TOTAL is exposed to risks related to the safety and security  
of its operations.  
the type of risk depends not only on the hazardous nature of the  
products transported, but also on the transportation methods used  
(
mainly maritime, river-maritime, pipelines, rail and road), the  
TOTAL engages in a broad scope of activities, which include  
drilling, oil and gas production, processing, transportation, refining  
and petrochemical activities, storage and distribution of petroleum  
products, and production of base and specialty chemicals, and  
involve a wide range of operational risks. These risks include  
explosions, fires, accidents, equipment failures, leakage of toxic  
products, emissions or discharges into the air, water or soil, and  
related environmental and health risks. In the transportation area,  
volumes involved, and the sensitivity of the regions through which  
the transport passes (quality of infrastructure, population density,  
environmental considerations). Most of the Group’s activities  
will also eventually require environmental site remediation, closure  
and decommissioning after production is discontinued.  
The following table shows a correlation between TOTAL’s operations  
and the most significant industrial and environmental risks:  
Activity/Risk  
Fire,  
explosion  
Leakage  
of toxic  
products  
Accidental  
pollution  
Pollution  
of soil  
and subsoil  
Consumer  
health and  
safety  
Emissions into  
the air, water  
and soil  
Drilling  
Hydrocarbon production  
x
x
x
x
x
x
x
x
x
x
x
x
x
x
-
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
-
-
-
-
x
-
x
x
x
x
x
x
x
x
On-site processing of hydrocarbons  
Transport of petroleum products and chemicals  
Refining, petrochemicals  
Storage of petroleum products  
Distribution of petroleum products  
Specialty chemicals  
x
x
x
The industrial events that could have the most significant impact  
are primarily:  
Certain segments or activities face specific additional risks.  
TOTAL’s Upstream segment activities face risks related to the  
physical characteristics of oil or gas fields. These risks include  
eruptions of oil or gas, discovery of hydrocarbon pockets with  
abnormal pressure, crumbling of well openings, leaks that can harm  
the environment and explosions or fires. These events, which may  
cause injury, death or environmental damage, can also damage  
or destroy oil or gas wells as well as equipment and other property,  
lead to a disruption of the Group’s operations or reduce its production.  
In addition, since exploration and production activities may take  
place on sites that are ecologically sensitive (for example, in tropical  
forests or in a marine environment), each site requires a risk-based  
approach to avoid or minimize the impact on human health, flora  
and fauna, the ecosystem and biodiversity. In certain situations  
where the operator is not a Group entity, the Group may have  
reduced influence and control over third parties, which may limit  
its ability to manage and control these risks.  
a major industrial accident (fire, explosion, leakage of highly  
toxic products);  
large-scale accidental pollution.  
All the risks described correspond to events that could potentially  
cause death, damage property, disrupt business activities, cause  
environmental damage or harm human health. Group’s employees,  
contractors, residents living near the facilities or customers can  
suffer injuries. Property damage can involve the facilities of the  
Group as well as the property of third parties. The seriousness of  
the consequences of these events varies according to the  
vulnerability of the people, ecosystems and business activities  
impacted, on the one hand, and the number of people in  
the impact area and the location of the ecosystems and business  
activities in relation to TOTAL’s facilities or to the trajectory of the  
products after the event, on the other hand.  
The activities of the Refining & Chemicals and Marketing & Services  
business segments also entail additional health, safety and  
environmental risks related to the overall life cycle of the products  
manufactured, as well as the raw materials used in the manufacturing  
process, such as catalysts, additives and monomers. These risks  
can arise from the intrinsic characteristics of the products involved  
Acts of terrorism against the Group’s plants and sites, pipelines,  
transportation or computer systems could also severely disrupt  
business and operations and could cause harm to people and  
property damage.  
Like most industrial groups, TOTAL is concerned by reports of  
occupational illnesses, particularly those caused by past exposure  
of the Group’s employees to asbestos. Asbestos exposure has  
been subject to close monitoring at all of the Group’s business  
segments. As of December 31, 2012, the Group estimates that  
the ultimate cost of all pending or future asbestos-related claims is  
not likely to have a material impact on the Group’s financial position.  
(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.  
78  
TOTAL. Registration Document 2012  
 
Risk factors  
Industrial and environmental risks  
4
Contracts signed by the Group’s entities may provide for  
indemnification obligations either by TOTAL in favor of third parties  
or by third parties for the benefit of TOTAL if, for example, an event  
occurs leading to death, personal injury, property damage or  
discharge of hazardous materials into the environment. With  
respect to joint ventures the assets of which are operated by an  
entity of the Group, contractual terms generally provide that this  
entity assumes liability for damage caused by its gross negligence  
or willful misconduct. With respect to joint ventures in which an  
entity of the Group has an interest but the assets of which are  
operated by others, contractual terms generally provide that the  
operator assumes liability for damages caused by its gross  
negligence or willful misconduct. All other liabilities of these types  
of joint venture are generally assumed by the partners in proportion  
to their respective ownership interests. With respect to third party  
providers of goods and services, the amount and nature of the  
liability assumed by the third party depends on the context and  
may be limited by contract. With respect to their customers, the  
Group’s entities seek to ensure that their products meet applicable  
specifications and abide by all applicable consumer protection  
laws. Failure to do so could lead to personal injury, environmental  
harm, regulatory violations and loss of customers, and could  
negatively impact the Group’s results of operations, financial  
condition and reputation.  
– remedial measures related to environmental contamination or  
accidents at various sites, including those owned by third parties;  
compensation of persons claiming damages caused by the Group’s  
activities or accidents;  
– increased production costs or costs related to changes in product  
specifications or sales; and  
costs related to the decommissioning of drilling platforms  
and other facilities.  
If the Group’s financial reserves prove inadequate, such expenditures  
incurred could have a material effect on the results of operations of  
the Group and its financial position.  
Furthermore, in countries where the Group operates or plans to  
operate, the introduction of new laws and regulations, stricter  
enforcement or news interpretations of existing laws and regulations  
or the imposition of tougher license requirements may also cause  
the Group’s entities to incur higher costs resulting from actions  
taken to comply with such laws and regulations, including:  
– modifying operations;  
installing pollution control equipment;  
– implementing additional safety measures; and  
– performing site clean-ups.  
To manage these risks, TOTAL maintains worldwide third-party  
liability insurance coverage for all its subsidiaries. TOTAL also  
maintains insurance to protect against the risk of damage to Group  
property and/or business interruption at its main refining and  
petrochemical sites. TOTAL’s insurance and risk management  
policies are described in point 4. of this Chapter (“Insurance and  
risk management”).  
As a further result of the introduction of any new laws and  
regulations or other factors, the Group could also be compelled to  
curtail, modify or cease certain operations or implement temporary  
shutdowns of facilities, which could diminish the Group’s  
productivity and materially and adversely impact its results of  
operations, including its profits.  
Crisis management systems are necessary to respond  
effectively to emergencies and to avoid potential disruptions  
in TOTAL’s business and operations.  
All TOTAL entities monitor legal and regulatory developments in  
order to remain in compliance with local and international rules and  
standards for the assessment and management of industrial  
and environmental risks. With regard to the permanent shutdown  
of an activity, the Group’s environmental contingencies and asset  
retirement obligations are addressed in the “Asset retirement  
obligation” and “Provisions for environmental contingencies” sections  
of the Group’s Consolidated Balance Sheet (see Note 19 to the  
Consolidated Financial Statements, Chapter 9, point 7.). Future  
expenditures related to asset retirement obligations are accounted  
for in accordance with the accounting principles described in Note  
1Q to the Consolidated Financial Statements (Chapter 9, point 7.).  
TOTAL has crisis management plans in place to deal with  
emergencies, such as the leak in the Elgin field in the North Sea  
(see Chapter 12, paragraph 2.2.3.). If TOTAL does not respond  
to such emergencies in an appropriate manner, its business and  
operations could be severely disrupted. TOTAL also has  
implemented business continuity plans in order to continue or  
resume operations following a shutdown or incident (see paragraph  
2.2.3. below). An inability to timely restore or replace critical  
capacity could prolong the impact of any disruption and could have  
a material adverse effect on the Group’s business and operations.  
Laws and regulations related to climate change and its physical  
effects may adversely affect the Group’s business.  
TOTAL is subject to stringent environmental, health and safety  
laws in numerous countries and may incur material costs  
to comply with these laws and regulations.  
Growing public concern in a number of countries over greenhouse  
gas emissions and climate change, as well as a multiplication of  
stricter regulations in this area, could adversely affect the Group’s  
businesses and product sales, increase its operating costs and  
reduce its profitability.  
TOTAL’s workforce and the public are exposed to risks inherent to  
the Group’s operations that potentially could lead to loss of life,  
injuries, property damage or environmental damage and could result  
in regulatory action and legal liability against the entities of the  
Group and damage to its reputation.  
The regulation concerning the market for CO emission allowances  
2
in Europe, EU-ETS (European Trading Scheme), entered a third  
phase on January 1, 2013. This phase marks the end of the overall  
free allocation of emission allowances, particularly for electricity  
production plants, which no longer benefit from free allowances,  
and establishes allowance auctioning by the States. The Group is  
impacted in Europe by this new phase of the regulation, especially  
for its refining and petrochemicals facilities and, to a lesser extent,  
its Upstream operations. In phase 3, free allocations are limited to  
those resulting from a calculation based on a benchmark within the  
TOTAL incurs, and will continue to incur, substantial expenditures  
to comply with increasingly complex laws and regulations aimed at  
protecting worker health and safety and the natural environment.  
These expenditures include:  
costs incurred to prevent, control, eliminate or reduce certain  
types of air and water emissions, including those costs incurred  
in connection with government action to address climate change;  
Registration Document 2012. TOTAL  
79  
Risk factors  
4
Industrial and environmental risks  
same industrial sector. This benchmark is set on the basis of the  
top 10% most efficient installations in terms of emissions.  
Installations other than the top 10% must have missing allowances  
bought at market price. Moreover, the Group’s plants will need to  
indirectly bear the cost of allowances for all electricity consumed,  
including electricity generated internally at its own facilities.  
Although the allocations of free allowances for phase 3 have not yet  
been made public, the Group believes that it will continue to receive  
free allowances that will cover approximately 80% of its emissions  
subject to the EU-ETS during the 2013-2020 period. Given the  
amount of free allocations at the beginning of the period and the  
ability to use in phase 3 its surplus allowances purchased or  
received in phase 2, the Group’s exposure should be limited during  
the period in question.  
In addition, more of TOTAL’s future production is expected to come  
from unconventional sources in order to help meet the world’s  
growing demand for energy. Since energy intensity of oil and gas  
production from unconventional sources can be higher than that  
of production from conventional sources, the CO emissions  
2
produced by the Group’s activities may increase. Therefore,  
TOTAL may incur additional costs from delayed projects or reduced  
production from certain projects.  
In addition, TOTAL’s business operates in varied locales where  
the potential physical impacts of climate change, including changes  
in weather patterns, are highly uncertain and may adversely impact  
the results of the Group’s operations.  
2.2. Management and monitoring of industrial and environmental risks  
2
.2.1. TOTAL policies regarding health,  
– prior to approving new projects, investments, acquisitions  
and disposals;  
safety and the environment  
periodically during operations (safety studies, environmental  
impact studies, health impact studies and risk prevention plan  
in France as part of the 2003 legislation on the prevention of  
major technological risks);  
TOTAL has developed a “Health Safety Environment Quality  
Charter” (Chapter 12, point 2.) which sets out the basic principles  
applicable within the Group regarding the protection of people,  
property and the environment. This charter is rolled out at several  
levels within the Group by means of management systems.  
– prior to releasing new substances on the market (toxicological  
and ecotoxicological studies and life cycle analyses); and  
Along these lines, TOTAL has developed efficient organizations as  
well as safety, environmental and quality management systems,  
which it makes every effort to have certified or assessed (standards  
such as the International Safety Rating System, ISO 14001 and  
ISO 9001). For example, in 2010, TOTAL received ISO 9001  
certification for “development and management of the database  
of technical businesses” in Exploration and Production.  
– based on the regulatory requirements of the countries  
where these activities are carried out and generally accepted  
professional practices.  
In countries where prior administrative authorization and  
supervision is required, projects are not undertaken without the  
authorization of the relevant authorities based on the studies  
provided to the authorities.  
In most countries, TOTAL’s operations are subject to laws  
and regulations concerning environmental protection and Industrial  
Safety. The main laws and regulations are:  
In particular, TOTAL has developed a common methodology  
for analyzing technological risks which must gradually be applied  
to all activities carried out by the Group’s companies.  
1
) In Europe: IPPC- Large Combustion Plants Directives (recasted  
by IED Directive), SEVESO Directive, Pressure Equipment  
Directive, Water Framework Directive, Waste Directive,  
2
.2.3. Management  
ETS Directive (CO quotas), Fuel Directive, REACH and  
2
CLP Regulations.  
TOTAL develops risk management measures based on risk and  
impact assessments. These measures involve facility and structure  
design, the reinforcement of safety devices and remedies of  
environmental degradations.  
2
) In France: laws and regulations on natural and technological  
risks also apply to several sites.  
3
) In the United States: several activities are subject to the  
Occupational Safety and Health Administration (“OSHA”)  
Process Safety Management of Highly Hazardous Materials  
and the Superfund Act.  
In addition to developing organizations and management systems  
as described above, TOTAL strives to minimize industrial and  
environmental risks inherent in its operations by conducting  
thorough inspections and audits, training personnel and raising  
awareness among all those involved.  
TOTAL ensures compliance with applicable laws and regulations,  
including in particular the REACH regulation, the purpose of which  
is to protect the health and safety of the employees, producers and  
users of chemicals and chemical substances, such as by providing  
detailed information through safety data sheets (SDS/ESDS) (see also  
Chapter 12, point 2.).  
In addition, performance indicators (in the areas of HSE) and risk  
monitoring have been put in place, objectives have been set and  
action plans have been implemented to achieve these objectives.  
Although the emphasis is on preventing risks, TOTAL takes  
regular steps to prepare for crisis management based on the risk  
scenarios identified.  
2
.2.2. Assessment  
In particular, TOTAL has developed emergency plans and procedures  
to respond to an oil spill or leak. These plans and procedures are  
specific to each TOTAL affiliate and adapted to its organization,  
As part of its policy, TOTAL systematically assesses risks and impacts  
in the areas of industrial safety (particularly technological risks),  
the environment and the protection of workers and local residents:  
80  
TOTAL. Registration Document 2012  
 
Risk factors  
Other risks  
4
activities and environment and are consistent with the Group plan.  
They are reviewed regularly and tested through exercises (see  
Chapter 12, point 2).  
lessons learned from serious accidents that have occurred recently  
in the industry). Its efforts have led to the implementation of even  
more stringent controls and audits on drilling operations.  
At the Group level, TOTAL has set up the alert scheme PARAPOL  
Task Force 2, in coordination with the Global Industry Response  
Group (GIRG) created by the OGP (International Association of  
Oil and Gas Producers), is studying deep offshore oil capture and  
containment operations in case of a pollution event in deep waters.  
Capture devices will be available in several regions of the world  
where TOTAL has a strong presence in exploration-production.  
(Plan to Mobilize Resources Against Pollution) to facilitate crisis  
management and provide assistance by mobilizing both internal  
and external resources in the event of pollution of marine, coastal  
or inland waters, without geographical restriction. The PARAPOL  
procedure is made available to TOTAL subsidiaries and its main  
goal is to facilitate access to internal experts and physical response  
resources.  
Task Force 3 involved plans to fight accidental spills in order to  
strengthen the Group’s ability to respond to major accidental  
pollution, such as a blow-out or a total loss of containment from  
an FPSO (Floating Production, Storage and Offloading facility).  
This initiative has led, in particular, to a sharp increase in the volume  
of dispersants available within the Group.  
Furthermore, TOTAL and its subsidiaries are currently members  
of certain oil spill cooperatives that are able to provide expertise,  
resources and equipment in all geographic areas where TOTAL has  
operations, including in particular Oil Spill Response Limited, the  
CEDRE (Center for Documentation, Research and Experimentation  
on Accidental Water Pollution) and Clean Caribbean & Americas.  
The task forces finalized most of their work in 2012, and the Group  
has continued deploying solutions to minimize such risks. Detailed  
information on TOTAL’s initiatives in the fields of safety and  
protection of the environment is provided in Chapter 12.  
Following the blow-out on the Macondo well in the Gulf of Mexico  
in 2010 (in which the Group was not involved), TOTAL created three  
Task Forces in order to analyze risks and issue recommendations.  
The Group believes that it is impossible to guarantee that the  
contingencies or liabilities related to the above mentioned concerns  
will not have a material impact on its business, assets and liabilities,  
consolidated financial situation, cash flow or income in the future.  
In Exploration & Production, Task Force 1 reviewed the safety  
aspects of deep offshore drilling operations (well architecture,  
design of blow-out preventers, training of personnel based on  
3. Other risks  
3.1. Economic environment  
The operating results and future rate of growth of the Group  
are exposed to the effects of changing commodity prices.  
– adverse weather conditions (such as hurricanes) that can disrupt  
supplies or interrupt operations of the Group’s facilities.  
Prices for oil and natural gas historically have fluctuated widely due to  
many factors over which TOTAL has no control. These factors include:  
Substantial or extended declines in oil and natural gas prices would  
adversely affect TOTAL’s results of operations by reducing its  
profits. Sensitivity to market environment are described above and  
discussed in greater detail in point 1.1. of this Chapter 4.  
global and regional economic and political developments in  
resource-producing regions, particularly in the Middle East, Africa  
and South America;  
In addition to the adverse effect on revenues, margins and  
profitability from any fall in oil and natural gas prices, a prolonged  
period of low prices or other indicators could lead to a review of the  
Group’s properties and oil and natural gas reserves. Such review  
would reflect the Company’s view based on estimates,  
global and regional supply and demand;  
the ability of the Organization of Petroleum Exporting Countries  
(OPEC) and other producing nations to influence global  
production levels and prices;  
assumptions and judgments and could result in a reduction in the  
Group’s reported reserves and/or a charge for impairment that  
could have a significant effect on the Group’s results in the period in  
which it occurs. Lower oil and natural gas prices over prolonged  
periods may also reduce the economic viability of projects planned  
or in development, negatively impact the asset sale program of the  
Group and reduce liquidity, thereby decreasing the Group’s ability  
to finance capital expenditures and/or causing it to cancel or  
postpone investment projects. If TOTAL is unable to follow through  
with investment projects, the opportunities for future revenue and  
profitability growth with the Group would be reduced, which could  
materially impact the Group’s financial condition.  
prices of unconventional energies as well as changes in the  
valorization of oil sands, which may affect the Group’s realized  
prices, notably under its long-term gas sales contracts and asset  
valuations, notably in North America;  
cost and availability of new technology;  
governmental regulations and actions;  
global economic and financial market conditions;  
war or other conflicts;  
changes in demographics, including population growth rates  
and consumer preferences; and  
However, in a high oil and gas price environment, the Group can  
experience significant increases in cost and fiscal take, and, under  
some production-sharing contracts, the Group’s entitlement to  
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Other risks  
reserves could be reduced. Higher prices can also reduce demand  
for the Group’s products.  
margins on refined product sales, with the impact of changes in oil  
and gas prices on downstream earnings being dependent upon the  
speed at which the prices of refined products adjust to reflect  
movements in oil and gas prices.  
The Group’s downstream earnings are primarily dependent upon  
the supply and demand for refined products and the associated  
3.2. Risks related to oil and gas exploration and production  
The Group’s long-term profitability depends on cost effective  
discovery, acquisition and development of new reserves; if the  
Group is unsuccessful, its results of operations and financial  
condition would be materially and adversely affected.  
develop new reserves cost-effectively on an ongoing basis, the  
results of the Group’s operations, including profits, and the Group’s  
financial condition, would be materially and adversely affected.  
The Group’s oil and gas reserves data are only estimates,  
and subsequent downward adjustments are possible. If actual  
production from such reserves is lower than current estimates  
indicate, the Group’s results of operations and financial  
condition would be negatively impacted.  
A significant portion of the Group revenues and the majority of its  
operating income are derived from the sale of oil and gas that the  
Group extract from underground reserves developed as part  
of its Upstream business. The development of oil and gas fields,  
the construction of facilities and the drilling of production or  
injection wells is capital intensive, requires advanced technology  
and due to difficult environmental challenges, cost projections are  
uncertain. In order for this Upstream business to continue to be  
profitable, the Group needs to replace depleted reserves with new  
proved reserves. Furthermore, the Group needs to accomplish  
such replacement in a manner that allows subsequent production  
to be economically viable. However, TOTAL’s ability to discover or  
acquire and develop new reserves successfully is uncertain and can  
be negatively affected by a number of factors, including:  
The proved reserves figures of the Group are estimates reflecting  
applicable reporting regulations as they may evolve. Proved  
reserves are those reserves which, by analysis of geosciences and  
engineering data, can be estimated with reasonable certainty to be  
economically producible – from a given date forward, from known  
reservoirs and under existing economic conditions, operating  
methods and government regulations – prior to the time at which  
contracts providing the right to operate expire, unless evidence  
indicates that renewal is reasonably certain, regardless of whether  
deterministic or probabilistic methods are used for the estimation.  
Reserves are estimated by teams of qualified, experienced and  
trained geoscientists, petroleum engineers and project engineers,  
who rigorously review and analyze in detail all available geosciences  
and engineering data (e.g., seismic, electrical logs, cores, fluids,  
pressures, flow rates, facilities parameters). This process involves  
making subjective judgments, including with respect to the estimate  
of hydrocarbons initially in place, initial production rates and  
recovery efficiency, based on available geological, technical and  
economic data. Consequently, estimates of reserves are not exact  
measurements and are subject to revision. In addition, they may be  
negatively impacted by a variety of factors that are beyond the  
Group’s control and that could cause such estimates to be  
adjusted downward in the future, or cause the Group’s actual  
production to be lower than its currently reported proved reserves  
indicate. The main such factors include:  
the geological nature of oil and gas fields, notably unexpected  
drilling conditions including pressure or irregularities in  
geological formations;  
the risk of dry holes or failure to find expected commercial  
quantities of hydrocarbons;  
equipment failures, fires, blow-outs or accidents;  
the Group’s inability to develop or deploy new technologies that  
permit access to previously inaccessible fields;  
the Group’s inability to anticipate market changes in a timely manner;  
adverse weather conditions;  
compliance with both anticipated and unanticipated  
governmental requirements, including U.S. and EU regulations  
that may give a competitive advantage to companies not subject  
to such regulations;  
a decline in the price of oil or gas, making reserves no longer  
economically viable to exploit and therefore not classifiable  
as proved;  
shortages or delays in the availability or delivery of appropriate  
equipment;  
an increase in the price of oil or gas, which may reduce the  
reserves to which the Group is entitled under production sharing  
and risked service contracts and other contractual terms;  
industrial action;  
competition from publicly held and state-run oil and gas  
companies for the acquisition and development of assets and  
licenses;  
– changes in tax rules and other government regulations that make  
reserves no longer economically viable to exploit; and  
increased taxes and royalties, including retroactive claims; and  
problems with legal title.  
– the actual production performance of the Group’s reservoirs.  
The Group’s reserves estimates may therefore require substantial  
downward revisions to the extent its subjective judgments prove  
not to have been conservative enough based on the available  
geosciences and engineering data, or the Group’s assumptions  
regarding factors or variables that are beyond its control prove to be  
incorrect over time. Any downward adjustment would indicate lower  
future production amounts, which could adversely affect the Group’s  
results of operations, including profits as well as its financial condition.  
Any of these factors could lead to cost overruns and impair the  
Group’s ability to make discoveries and acquisitions or complete  
a development project, or to make production economical.  
It is impossible to guarantee that new reserves of oil and gas will be  
discovered in sufficient quantities to replace the Group’s reserves  
currently being developed, produced and marketed. Furthermore,  
some of these factors may also affect the Group’s projects and  
facilities further down the oil and gas chain. If TOTAL fails to  
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3.3. Major projects and production growth  
The Group’s production growth depends on the delivery  
of its major development projects.  
– unforeseen technical difficulties that could delay project startup  
or cause unscheduled project downtime;  
The Group’s targeted production growth relies heavily on the  
successful execution of its major development projects, which are  
complex and capital-intensive. These major projects are subject to  
a number of challenges, including:  
– the actual performance of the reservoir and natural field decline;  
and  
timely issuance or renewal of permits and licenses by  
government agencies.  
negotiations with partners, governments, suppliers, customers  
and others;  
Poor delivery of any major project that underpins production or  
production growth could adversely affect the Group’s financial  
performance.  
cost overruns and delays related to the availability of skilled labor  
or delays in manufacturing and delivery of critical equipment, or  
shortages in the availability of such equipment;  
3.4. Equity affiliates  
Many of the Group’s projects are conducted by equity affiliates.  
This may reduce the degree of control, as well as the ability  
of the Group to identify and manage risks.  
of the partnership, its ability to manage risks may be limited and  
it may, nevertheless, be pursued by regulators or claimants in the  
event of an incident. Additionally, the partners of the Group (particularly  
local partners in developing countries) may not be able to meet their  
financial or other obligations to the projects, which may threaten the  
viability of a given project, and they may not have the financial  
capacity to fully indemnify the Group in the event of an incident.  
A significant and growing number of the Group’s projects are  
conducted by equity affiliates. In cases where a company in which  
the Group holds an interest is not the operator, it may have limited  
influence over, and control of, the behavior, performance and costs  
3.5. Risks related to economic or political factors  
TOTAL has significant production and reserves located  
in politically, economically and socially unstable areas, where  
the likelihood of material disruption of the Group’s operations  
is relatively high.  
and magnitude of incidents related to economic, social and political  
instability are unpredictable. It is possible that they could have a  
material adverse impact on the Group’s production and operations  
in the future and/or cause certain investors to reduce their holdings  
of TOTAL’s securities.  
A significant portion of TOTAL’s oil and gas production and reserves  
is located in countries outside of the Organisation for Economic  
Co-operation and Development (OECD). In recent years, a number  
of these countries have experienced varying degrees of one  
or more of the following: economic instability, political volatility,  
civil war, violent conflict and social unrest and actions of terrorist  
groups. Any of these conditions alone or in combination could  
disrupt the Group’s operations in any of these regions, causing  
substantial declines in production. In Africa, which represented  
TOTAL, like other major international energy 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 political and economic risks. However, there  
can be no assurance that such events will not have a material  
adverse impact on the Group.  
The Group’s operations throughout emerging countries are subject  
to intervention by the governments of these countries, which  
could have an adverse effect on its results of operations.  
31% of the Group’s 2012 combined liquids and gas production,  
certain of the countries in which the Group has production have  
recently suffered from some of these conditions, including Nigeria,  
where the Group had in 2012 its highest hydrocarbon production,  
and Libya. The Middle East, which represented 21% of the Group’s  
TOTAL has significant exploration and production activities,  
and in some cases refining, marketing or chemicals operations, in  
developing countries whose governmental and regulatory framework  
is subject to unexpected change and where the enforcement of  
contractual rights is uncertain. In addition, the Group’s exploration  
and production activity in such countries is often done in conjunction  
with state-owned entities, for example as part of a joint venture,  
where the state has a significant degree of control. In recent years,  
in various regions globally, TOTAL has seen governments and state-  
owned enterprises imposing more stringent conditions on  
companies pursuing exploration and production activities in their  
respective countries, increasing the costs and uncertainties of its  
business operations, which is a trend the Group expects to continue.  
Potential increasing intervention by governments in such countries  
can take a wide variety of forms, including:  
2012 combined liquids and gas production, has recently suffered  
increased political volatility in connection with violent conflict and  
social unrest, including Syria, where European Union (EU) economic  
sanctions have prohibited TOTAL from producing oil and gas, and  
Yemen. In South America, which represented 8% of the Group’s  
2012 combined liquids and gas production, certain of the countries  
in which TOTAL has production have recently suffered from some  
of above-mentioned conditions, including Argentina and Venezuela.  
In addition, uncertainties surrounding enforcement of contractual  
rights in these regions may adversely impact the Group’s results.  
Furthermore, in addition to current production, TOTAL is also  
exploring for and developing new reserves in other regions of the  
world that are historically characterized by political, social and  
economic instability, such as the Caspian Sea region where  
TOTAL has large projects currently underway. The occurrence  
the award or denial of exploration and production interests;  
– the imposition of specific drilling obligations;  
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Other risks  
price and/or production quota controls and export limits;  
nationalization or expropriation of assets;  
including exploration, could cause the Group to incur material costs  
or cause the Group’s production or the value of the Group’s assets  
to decrease, potentially having a material adverse effect on its  
results of operations, including profits.  
unilateral cancellation or modification of license or contract rights;  
increases in taxes and royalties, including retroactive claims;  
the renegotiation of contracts;  
For example, the Nigerian government has been contemplating  
new legislation to govern the petroleum industry which, if passed  
into law, could have an impact on the existing and future activities  
of the Group in that country through increased taxes and/or costs  
of operation and could adversely affect financial returns from  
projects in that country.  
payment delays; and  
currency exchange restrictions or currency devaluation.  
Imposition of any of these factors by a host government in a  
developing country where TOTAL has substantial operations,  
3.6. Ethical misconduct and non compliance risks  
Ethical misconduct or breaches of applicable laws by the Group’s  
employees could expose TOTAL to criminal and civil penalties  
and be damaging to TOTAL’s reputation and shareholder value.  
review the Group’s compliance and internal control procedures  
and may, if need be, recommend improvements of such  
procedures. Refer to paragraph 5.6. in Chapter 7 Legal and  
arbitration proceedings - Iran for an overview of the investigation  
since 2003 by the SEC and Department of Justice (DoJ)  
concerning the pursuit of business in Iran by certain oil companies,  
including TOTAL. At this point, the Company considers that the  
resolution of this matter is not expected to have a significant impact  
on the Group’s financial situation or its future planned operations.  
The Code of Conduct of the Group, which applies to all of its  
employees, defines the Group’s commitment to integrity,  
compliance with all applicable legal requirements, high ethical  
standards and the behaviors and actions the Group expects of the  
businesses and people of the Group wherever it operates. Ethical  
misconduct or non-compliance with applicable laws and  
regulations, including non-compliance with anti-bribery,  
anticorruption and other applicable laws by TOTAL, its partners,  
agents or others that acts on the Group’s behalf, could expose  
TOTAL and its employees to criminal and civil penalties and could  
be damaging to TOTAL’s reputation and shareholder value. In  
addition to such penalties, a monitor is likely to be appointed to  
The Group has been deploying ethics and compliance programs  
since 2009, as a priority of the General Management. Refer to  
paragraph 1.10.1. in Chapter 5 of this Registration Document for  
more details.  
3.7. Legal aspects of the Group’s activities  
3
.7.1. Legal aspects of the Upstream  
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.  
segment’s activities  
TOTAL’s Upstream segment conducts activities in various countries  
which are therefore subject to a broad range of regulations. These  
cover virtually all aspects of exploration and production operations,  
including 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 contracts.  
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 there are other  
contractual models, TOTAL’s license portfolio is comprised mainly  
of concession agreements.  
In the framework of oil concession agreements, 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 every country, the authorities of the host State, often assisted by  
international accounting firms, perform joint venture and PSC cost  
audits and ensure the observance of contractual obligations.  
In 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  
The production sharing contract (PSC) involves a more complex  
legal framework than the concession agreement: it defines the  
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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.  
States, EU legislation and regulations may be in addition to national  
and local government regulations. In addition, in all Member States  
of the European Union, industrial facilities operate pursuant  
to licenses issued by competent local authorities that are based on  
national laws and EU regulations. It is the same in the United States,  
where federal rules are in addition to those of the various states.  
Oil and gas exploration and production activities are subject to  
authorization granted by public authorities (licenses), which are granted  
for specific and limited periods of time and include an obligation to  
return a large portion, or the entire portion in case of failure, of the  
area covered by the license at the end of the exploration period.  
In other countries where the Group operates, legislation is often  
inspired by EU and U.S. regulations. These countries may more  
fully develop certain aspects of regulation in particular fields, for  
example those relating to protecting water, nature and health.  
TOTAL pays taxes on income generated from its oil and gas  
production and sales activities under its concessions, production  
sharing contracts and risked service contracts, as provided for by  
local regulations. In addition, depending on the country, TOTAL’s  
production and sales activities may be subject to a number of other  
taxes, fees and withholdings, including special petroleum taxes and  
fees. The taxes imposed on oil and gas production and sales  
activities may be substantially higher than those imposed on other  
industrial or commercial businesses.  
Irrespective of the particular country in which the Group operates,  
TOTAL has developed standards based on best practices existing  
in countries with strong regulations and progressively upgrades  
policies with respect to these standards.  
In addition, depending on the country where the Group operates,  
its other activities are subject to specific sector requirements that  
impose constraints with respect to, for example, strategic oil  
reserves holding requirements or and shipping capacities owned  
or in chartered.  
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 that, in certain cases, can reduce or challenge the  
protections offered by this legal framework.  
3.7.3. Competition law  
Competition laws apply to the Group’s companies in the vast  
majority of countries in which it does business. Violations of  
competition laws carry fines and expose the Group and its  
employees to criminal sanctions and civil suits. Furthermore, it is  
now common for persons or corporations allegedly injured by  
violations of competition laws to sue for damages.  
3
.7.2. Legal aspects  
of the Group’s other activities  
The activities of the Group’s Refining & Chemicals and Marketing  
&
Services are also subject to a wide range of regulations.  
The broad range of activities and countries in which the Group  
operates requires local analysis, by business segment, of the legal  
risks in terms of competition law. Some of the Group’s business  
segments have already been implementing competition law conformity  
plans for a long time. In 2012, a Group policy for compliance with  
competition law and prevention of violations in this area was  
adopted. Its deployment is based on a dedicated organization,  
the involvement of hierarchies and staff, and a warning process.  
In European countries and in the United States, sites and products  
are subject to environmental (water, air, soil, noise, protection  
of biodiversity, waste management, impact studies, etc.), health  
(on-the-job safety, chemical product risks) and safety (safety of  
personnel and residents, major risk facilities) regulations. Product  
quality and consumer protection are also subject to regulations.  
Within the European Union, EU regulations must be transposed into  
Member States’ national laws or directly enforced. In such Member  
3.8. Critical IT system services and information security  
Disruption of the Group’s critical IT services or breaches  
of information security could adversely affect its operations.  
potentially having a material adverse effect on the Group’s results  
of operations, including profits.  
The businesses of the Group depend heavily on the reliability and  
security of its information technology (“IT”) systems. If the integrity  
of the IT systems were compromised due to, for example, technical  
failure or cyber attack, the business operations and assets of the  
Group could sustain serious damage, material intellectual property  
could be divulged and, in some cases, personal injury,  
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 the  
organization’s needs and to limit information security risks.  
These rules are implemented across TOTAL under the responsibility  
of the various business segments.  
environmental harm and regulatory violations could occur  
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3.9. Countries targeted by economic sanctions  
TOTAL has activities in certain countries that are targeted  
by economic sanctions under relevant U.S. and EU laws,  
and if the Group’s activities are not conducted in accordance  
with the relevant conditions, TOTAL could be sanctioned  
or otherwise penalized.  
Prior to CISADA’s enactment, TOTAL discontinued potentially  
sanctionable sales of refined petroleum products to Iran. 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.  
The United States has adopted various laws and regulations  
designed to restrict trade with Cuba, Iran, Sudan and Syria, and  
the U.S. Department of State has identified these countries as state  
sponsors of terrorism. The European Union (“EU”) has similar  
restrictions with respect to Iran and Syria. A violation of these laws  
or regulations could result in criminal and material financial penalties,  
including being prohibited from transacting in U.S. dollars. The Group  
currently has limited marketing and trading activities in Cuba and a  
limited presence in Iran and Syria (for more information, see paragraph  
Since the applicability of the “Special Rule” to TOTAL was  
announced by the U.S. State Department, the United States has  
imposed a number of additional measures targeting activities in  
Iran. On November 21, 2011, President Obama issued Executive  
Order 13590, which authorized sanctions for knowingly, on or after  
November 21, 2011, selling, leasing, or providing to Iran goods,  
services, technology or support above certain monetary thresholds  
that could directly and significantly contribute to the maintenance or  
expansion of Iran’s ability to develop petroleum resources located in  
Iran, or domestic production of petrochemical products. TOTAL  
does not conduct activities in Iran that could be sanctionable under  
Executive Order 13590. In any event, there is no provision in  
Executive Order 13590 that modifies the aforementioned “Special  
Rule”, and the U.S. State Department issued guidance that  
completion of existing contracts is not sanctionable under  
Executive Order 13590.  
3.9.2. below). Since the independence of the Republic of South  
Sudan on July 9, 2011, TOTAL is no longer present in Sudan.  
3.9.1. U.S. and European restrictions  
With respect to Iran, the United States has adopted a number of  
measures since 1996 that provide for the possible imposition of  
sanctions against non-U.S. companies engaged in certain activities  
in and with Iran, especially in Iran’s energy sector. The United States  
first adopted legislation in 1996 authorizing sanctions against  
non-U.S. companies doing business in Iran and Libya (the Iran and  
Libya Sanctions Act, referred to as “ILSA”). In 2006, ILSA was  
amended to concern only business in Iran (then renamed the Iran  
Sanctions Act, referred to as “ISA”). Pursuant to ISA, which as  
described below has since been amended and expanded, the  
President of the United States is authorized to initiate an  
investigation into the activities of non-U.S. companies in Iran’s  
energy sector and the possible imposition of sanctions 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 ISA 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 any of TOTAL’s other activities in Iran. 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  
On July 30, 2012, President Obama issued Executive Order 13622,  
which authorized sanctions for, amongst other activities, (i)  
knowingly, on or after July 30, 2012, engaging in a significant  
transaction for the purchase or acquisition of petroleum, petroleum  
products or petrochemical products from Iran, and (ii) materially  
assisting, sponsoring or providing financial, material, or  
technological support for, or goods or services in support of, the  
National Iranian Oil Company, the Naftiran Intertrade Company, or  
the Central Bank of Iran. There is no provision in Executive Order  
13622 that modifies the aforementioned “Special Rule”. In addition,  
Executive Order 13622 contains an exception for the Shah Deniz  
gas field pipeline project, in which TOTAL (10%) and Naftiran Intertrade  
Company (“NICO”) (10%) participate, to supply natural gas from  
the Shah Deniz gas field in Azerbaijan to Europe and Turkey. TOTAL  
does not conduct activities targeted by Executive Order 13622.  
On August 10, 2012, President Obama signed into law the Iran  
Threat Reduction and Syria Human Rights Act of 2012  
1995 and 1999 with respect to permits on which the Group is no  
longer the operator. Since 2011, TOTAL has had no production in Iran.  
(“ITRSHRA”), which, amongst other things, amended ISA and  
ISA was amended in July 2010 by the Comprehensive Iran  
Sanctions, Accountability and Divestment Act of 2010 (“CISADA”),  
which expanded both the list of activities with Iran that could lead  
to sanctions and the list of sanctions available. In particular,  
CISADA authorized sanctions for knowingly providing refined  
petroleum products above certain monetary thresholds to Iran and  
for providing goods, services, technology, information or support  
that could directly and significantly either facilitate Iran’s domestic  
production of refined petroleum products or contribute to Iran’s  
ability to import refined petroleum products. 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  
CISADA. ITRSHRA, like CISADA before it, expanded both the list  
of activities with Iran that could lead to sanctions and the list of  
sanctions available. Amongst other things, ITRSHRA authorized  
sanctions for (i) provision to Iran of goods, services, technology,  
information or support above a certain market value that could  
directly and significantly facilitate the maintenance or expansion  
of Iran’s domestic production of refined petroleum products,  
including any direct and significant assistance with the  
construction, modernization, or repair of petroleum refineries or  
infrastructure directly associated with petroleum refineries, (ii)  
participation in a joint venture established on or after January 1,  
2002 with respect to the development of petroleum resources  
outside of Iran where either the Government of Iran is a substantial  
partner or investor or where the joint venture could enhance Iran’s  
ability to develop petroleum resources in Iran, and (iii) owning,  
sanctionable activity occurring on or after July 1, 2010.  
86  
TOTAL. Registration Document 2012  
 
Risk factors  
Other risks  
4
operating, controlling or insuring a vessel used to transport crude  
oil from Iran to another country. ITRSHRA also contains an  
exception for the Shah Deniz gas field project. TOTAL does not  
conduct activities targeted by ITRSHRA.  
The U.S. also has various measures regarding Syria. Since early  
December 2011, the Group has ceased its activities that contribute  
to oil and gas production in Syria.  
The U.S. Treasury Department’s Office of Foreign Assets Control  
(referred to as “OFAC”) administers and enforces economic  
sanctions programs, some of which are based on the United  
Nations Security Council resolutions referred to above, against  
targeted foreign countries, territories, entities and individuals  
(including those engaged in activities related to terrorism or the  
proliferation of weapons of mass destruction and other threats to  
the national security, foreign policy or economy of the United  
States). The activities that are restricted depend on the sanctions  
program and targeted country or parties, and civil and/or criminal  
penalties, imposed on a per transaction basis, can be substantial.  
These OFAC sanctions generally apply to U.S. persons and  
activities taking place in the United States or that are otherwise  
subject to U.S. jurisdiction. Sanctions administered by OFAC target,  
among others, Cuba, Iran, Sudan and Syria. TOTAL does not  
believe that these sanctions are applicable to any of its activities in  
the OFAC-targeted countries.  
ITRSHRA also added a new Section 13(r) to the Securities  
Exchange Act of 1934, as amended (“Exchange Act”), which  
requires TOTAL to disclose whether it or any of its affiliates has  
engaged during the calendar year in certain Iran-related activities,  
including those targeted under ISA, without regard to whether such  
activities are sanctionable under ISA, and any transaction or dealing  
with the Government of Iran that is not conducted pursuant to a  
specific authorization of the U.S. government (see paragraph 3.9.2.,  
below). Section 13(r) also requires TOTAL to file a separate notice  
to the United States Securities and Exchange Commission (“SEC”)  
concerning any Section 13(r)-related disclosure provided in its  
annual report. Following receipt of this notice, the SEC must  
transmit a report to the President and Congress, and the President  
must initiate an investigation and make a sanctions determination  
within 180 days after initiating the investigation. TOTAL believes that  
its Iran-related activities required to be disclosed by Section 13(r)  
are not sanctionable.  
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, and state  
contracts not to be awarded to such companies. 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. If TOTAL’s presence in  
Iran was determined to fall within the prohibited scope of these  
laws, and TOTAL was not to qualify for any available exemptions,  
certain U.S. institutions holding interests in TOTAL may be required  
to sell their interests. If significant, sales of securities resulting from  
such laws and/or regulatory initiatives could have an adverse effect  
on the prices of TOTAL’s securities.  
Also with regard to Iran, France and the EU 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 EU adopted new  
restrictive measures regarding Iran. 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 or from  
an Iranian individual or entity shall require a prior authorization of the  
competent authorities of the EU Member States. TOTAL conducts  
its activities in compliance with these EU measures.  
TOTAL continues to closely monitor legislative and other  
developments in France, the EU and the United States in order to  
determine whether its limited activities or presence in sanctioned  
or potentially sanctioned jurisdictions could subject TOTAL to the  
application of sanctions. TOTAL cannot assure that current or future  
regulations or developments will not have a negative impact on its  
business or reputation.  
3
.9.2. Cuba, Iran and Syria  
On January 23, 2012, the Council of the EU prohibited the  
purchase, import and transport of Iranian oil and petroleum and  
petrochemical products by European persons and by entities  
constituted under the laws of an EU Member State. Prior to that  
date, TOTAL had ceased these now-prohibited activities.  
Provided in this section is certain information relating to TOTAL’s  
activities in Cuba and its presence in Iran and Syria. For more  
information on U.S. and EU restrictions relevant to TOTAL in these  
jurisdictions, see paragraph 3.9.1. above.  
With respect to Syria, the EU adopted measures in May 2011  
with criminal and financial penalties that prohibit the supply of  
certain equipment to Syria, as well as certain financial and asset  
transactions with respect to a list of named individuals and entities.  
These measures apply to European persons and to entities  
constituted under the laws of an EU Member State.  
In September 2011, the EU adopted further measures, including,  
notably, a prohibition on the purchase, import or transportation from  
Syria of crude oil and petroleum products. Since early  
Cuba  
In 2012, Marketing & Services had limited marketing activities for  
the sale of specialty products to non-state entities in Cuba and paid  
taxes on such activities. In addition, Trading & Shipping purchased  
hydrocarbons pursuant to spot contracts from a state-controlled  
entity for approximately 62 million.  
September 2011, the Group ceased to purchase hydrocarbons  
from Syria. On December 1, 2011, the EU extended sanctions  
against, among others, three state-owned Syrian oil firms, including  
General Petroleum Corporation, TOTAL’s co-contracting partner  
in PSA 1988 (Deir Es Zor licence) and the Tabiyeh contract.  
Registration Document 2012. TOTAL  
87  
Risk factors  
4
Other risks  
Iran  
IOC and NICO in 2013. TOTAL did not recognize any revenues  
or profits from the aforementioned in 2012.  
The Iran Threat Reduction and Syria Human Rights Act of 2012  
(
2
“ITRSHRA”), signed into law by President Obama on August 10,  
012, added a new Section 13(r) to the Securities Exchange Act  
The Group does not own or operate any refineries or chemicals  
plants in Iran. Until December 2012, at which time TOTAL sold its  
entire interest, it held a 50% interest in the company Beh Total  
along with Behran Oil (50%), a company controlled by entities with  
ties to the government of Iran. Beh Total produced and marketed  
in 2012 small quantities of lubricants (16,885 t) for sale to domestic  
consumers in Iran. In 2012, revenue generated from Beh Total’s  
activities in Iran was approximately 50 million, net income was  
approximately 3 million and Beh Total paid approximately  
1 million in taxes and approximately 4 million of dividends for  
fiscal year 2010 (share of TOTAL: approximately 2 million).  
of 1934, as amended, which requires TOTAL to disclose whether  
it or any of its affiliates has engaged during the 2012 calendar year  
in certain Iran-related activities. While the Group has not engaged  
in any activity that would be required to be disclosed pursuant to  
subparagraphs(A),(B),(C),(D)(i) or(D)(ii) of Section 13(r)(1), affiliates  
of TOTAL may be deemed to have engaged in a transaction or dealing  
with the government of Iran pursuant to Section 13(r)(1)(D)(iii),  
as discussed below.  
The Group has no exploration and production activities in Iran.  
Some payments are yet to be reimbursed to the Group with respect  
to past expenditures and remuneration under buyback contracts  
entered into between 1997 and 1999 with the National Iranian Oil  
Company (“NIOC”) for the development of the South Pars 2&3 and  
Dorood fields. With respect to these contracts, development  
operations have been completed and the Group, which is no longer  
involved in the operation of these fields, has no information on the  
production from these fields. The Group maintains a local office in  
Iran solely for non-operational functions. In 2012, Total E&P Iran  
Total Marketing Middle East FZE (“TMME”), a wholly-owned affiliate  
of TOTAL, sold in 2012 lubricants and additives to Beh Total in Iran.  
In 2012, these activities generated gross revenue of approximately  
3.9 million and a net profit of approximately 0.8 million. TMME  
stopped such sales at the end of 2012.  
Total Oil Turkiye A.S. (“TOT A.S.”), a company wholly-owned by  
the Group and by two Group Employees, obtained in 2012, after  
discussions with Beh Total, administrative authorizations from  
the French authorities to export to Iran additives for blending by  
Beh Total with base oils to produce lubricants for sale by Beh Total.  
However, no transactions with or payments to Beh Total took place  
in 2012 in relation to such proposed activity, and TOT A.S. does  
not anticipate pursuing this business activity with Beh Total.  
(100%), Elf Petroleum Iran (99.7%) and Total South Pars 2&3  
(99.7%) collectively made payments of approximately 1 million to  
the Iranian administration with respect to certain taxes and social  
security in relation to payments made in 2012 to the Group under  
the Dorood and South Pars 2&3 buyback contracts and the  
maintenance of the local office mentioned above and its personnel.  
TOTAL did not recognize any revenues or profits from the  
aforementioned in 2012. Payments for taxes and social security  
are expected to be made in 2013.  
Total Ethiopia Ltd (“TEL”), an Ethiopian company wholly-owned by  
the Group and by three Group employees, paid approximately  
70,000 in 2012 to Merific Iran Gas Co, an Ethiopian company  
majority-owned by entities affiliated with the government of Iran,  
pursuant to a contract for the transport and storage of LPG in  
Ethiopia purchased by TEL from international markets. TEL will  
continue such activity until it secures access to other local facilities,  
which is expected in late 2013.  
In 2012, as part of its ongoing global strategy for the protection  
of its intellectual property, TOTAL filed two patent applications in  
Iran that it had filed in many other countries. The filing of an  
application to obtain a patent in Iran is an activity that OFAC licenses,  
and, although TOTAL is not a U.S. person, it believes its activity is  
consistent with this license.  
Total Raffinage Marketing S.A., a French company wholly-owned  
by the Group and by five Group Employees, and Total Belgium NV,  
a company held 99.99% by the Group and by an individual, provided  
in 2012 fuel payment cards to Iranian diplomatic missions in France  
and in Belgium, respectively, for use in the Group’s service stations.  
In 2012, these activities generated gross revenue of approximately  
Total E&P UK Limited (“TEP UK”), a wholly-owned affiliate of TOTAL,  
had limited contacts in 2012 with the Iranian Oil Company UK Ltd  
(“IOC”), a subsidiary of NIOC. These contacts related to agreements  
governing certain transportation, processing and operation services  
formerly provided to a joint venture at the Rhum field in the UK, co-  
owned by BP (50%, operator) and IOC (50%), by a joint venture at  
the Bruce field between BP (37%, operator), TEP UK (43.25%),  
BHP Billiton Petroleum Great Britain Ltd (16%) and Marubeni  
Oil & Gas (North Sea) Limited (3.75%) and by TEP UK’s Frigg UK  
Association pipeline (100%). To TOTAL’s knowledge, no services  
have been provided under the aforementioned agreements since  
November 2010, when the Rhum field stopped production  
following the adoption of EU sanctions, other than critical safety-  
related services (i.e., monitoring and marine inspection of the Rhum  
facilities). These agreements led to the signature in 2005 of an  
agreement by TEP UK and Naftiran Intertrade Co. (“NICO”) (IOC’s  
parent company and a subsidiary of NIOC) for the purchase by TEP  
UK of Rhum field natural gas liquids from NICO. There have been  
no purchases under this agreement since November 2010. TEP  
UK’s contacts with IOC and NICO in 2012 in regard to the  
50,000 and a net profit of approximately 2,000. The Group  
has terminated these contractual agreements in France and is in  
the process of terminating them in Belgium.  
In addition, the Group holds a 50% interest in, but does not  
operate, Samsung Total Petrochemicals Co. Ltd (“STC”), a South  
Korean incorporated joint venture with Samsung General Chemicals  
Co., Ltd. (50%). During the first six months of 2012 and prior to  
Executive Order 13622, STC purchased 292,000 t of condensates  
directly or indirectly from companies affiliated with the Iranian  
government for approximately 264 million. As such condensates  
are used by STC as inputs for its manufacturing processes,  
it is not possible to estimate the revenues from sales or net income  
attributable to such purchases. In reliance on the exemption  
provided in Section 1245(d)(4)(D) of the National Defense Authorization  
Act (NDAA) announced on December 7, 2012, STC contracted to  
recommence such purchases. However, STC’s management has  
recently stated that STC would no longer take deliveries under such  
contractual arrangement as from March 31, 2013. In addition STC  
sold 1,450 t of polymers for approximately 1 million to two Korean  
aforementioned agreements were limited to exchanging letters  
and notifications regarding contract administration and declarations  
of force majeure. TEP UK may have similar limited contacts with  
88  
TOTAL. Registration Document 2012  
Risk factors  
Insurance and risk management  
4
traders, Skyplast and Tera Korea, which may have subsequently  
exported some or all of this product to Iran. Taking into account the  
uses for such polymers (e.g., food packaging, pipes, car interiors),  
the end-customers likely were private companies. STC may make  
similar sales in the future.  
activity was 3 million. Trading & Shipping owed to state controlled  
entities in Iran approximately 235 million as of December 31,  
2011 and 83 million as of December 31, 2012, which represented  
the value of the hydrocarbons purchased prior to the cessation of  
such activity.  
Prior to January 23, 2012, Trading & Shipping ceased its purchase  
of Iranian hydrocarbons. Before this date, Total International  
Limited, a wholly-owned subsidiary of TOTAL, purchased in Iran  
during 2012 pursuant to a mix of spot and term contracts  
approximately 2 million barrels of hydrocarbons from state-controlled  
entities for approximately 189 million, which it subsequently resold  
for approximately 176 million. As the Group hedges the risk  
associated with a fluctuation in hydrocarbon prices during its  
trading activities, the net income before tax attributable to such  
Syria  
Since early December 2011, TOTAL has ceased its activities that  
contribute to oil and gas production in Syria and maintains a local  
office solely for non-operational administrative functions. In 2012,  
TOTAL made payments of less than 2 million to Syrian  
government agencies in the form of taxes and contributions  
for services rendered by the Syrian public sector in relation to the  
maintenance of the aforementioned office and its personnel.  
3.10. Risks related to competition  
TOTAL’s competitors are comprised of national oil companies and  
international oil companies. The evolutions of the energy sector  
have opened the door to new competitors, increased market price  
volatility and called the viability of long-term contracts into question.  
negative effect on the sales prices, margins and market shares of  
the Group’s companies.  
The pursuit of unconventional gas development, particularly in the  
United States, has contributed to falling market prices and a  
marked difference between spot and long-term contract prices.  
The competitiveness of long-term contracts indexed to oil  
prices could be affected if this discrepancy persists and if it should  
prove difficult to invoke price revision clauses.  
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. In the gas  
sector, major producers are becoming interested in the  
downstream value chain and are competing directly with  
established distribution companies, including those that belong to  
the Group. Increased competitive pressure could have a significant  
The major international oil companies in competition with TOTAL  
are ExxonMobil, Royal Dutch Shell, Chevron and BP. As of  
December 31, 2012, TOTAL ranked fifth among these companies  
(1)  
in terms of market capitalization .  
3.11. Legal and arbitration proceedings  
The principal legal proceedings in which the Group’s companies are involved are described in Chapter 7 of this Registration Document.  
4. Insurance and risk management  
4.1. Organization  
TOTAL has its own reinsurance company, Omnium Reinsurance  
Company (ORC). ORC is integrated within the Group’s insurance  
management and is used as a centralized global operations tool for  
covering the Group companies’ insurable risks. It allows the Group’s  
worldwide insurance program to be implemented in compliance  
with the specific requirements of local regulations applicable in the  
countries where the Group operates.  
At the same time, ORC negotiates a reinsurance program at the  
Group level with oil industry mutual insurance companies and  
commercial reinsurance markets. ORC allows 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.  
In 2012, the net amount of risk retained by ORC after reinsurance  
was a maximum of $90 million per third-party liability insurance  
claim and $75 million per property damage and/or business  
interruption insurance claim. Accordingly, in the event of any loss  
giving rise to an aggregate insurance claim, the effect on ORC  
would be limited to its maximum retention of $165 million per  
occurrence.  
Some countries may 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, ORC  
negotiates a retrocession of the covered risks from the local insurer.  
As a result, ORC enters into reinsurance contracts with the subsidiaries’  
local insurance companies, which transfer most of the risk to ORC.  
(1) Source: Reuters.  
Registration Document 2012. TOTAL  
89  
 
Risk factors  
4
Insurance and risk management  
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 to implement measures to limit the probability that a  
catastrophic event occurs and the financial consequences if  
such event should occur; 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 transferred to the insurance market.  
assess the potential financial impact on the Group should a  
catastrophic event occur;  
4.3. Insurance policy  
The Group has worldwide property insurance and third-party  
liability coverage for all its subsidiaries. These programs are  
contracted with first-class insurers (or reinsurers and oil and gas  
industry mutual insurance companies through ORC).  
Deductibles for property damage and third-party liability fluctuate  
between 0.1 and 10 million depending on the level of risk and  
liability, and are borne by the relevant subsidiaries. For business  
interruption, coverage is triggered sixty days after the occurrence  
giving rise to the interruption.  
The amounts insured depend on the financial risks defined in the  
disaster scenarios and the coverage terms offered by the market  
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  
mostly underwritten by outside insurance companies.  
(available capacities and price conditions).  
More specifically for:  
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 oil and gas industry  
practice. In 2012, the Group’s third-party liability insurance for  
any liability (including potential accidental environmental liabilities)  
was capped at $850 million (onshore) and $750 million (offshore).  
The above-described policy is given as an example of a situation  
as of a given date 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 the General Management’s assessment  
of the risks incurred and the adequacy of their coverage.  
Property damage and business interruption: the amounts insured  
vary by sector and by site and are based on the estimated cost  
of and scenarios of reconstruction under maximum loss scenarios  
and on insurance market conditions. The Group subscribed  
for business interruption coverage in 2012 for its main refining  
and petrochemical sites.  
TOTAL believes that its insurance coverage is in line with industry  
practice and sufficient to cover normal risks in its operations. The  
Group is however not insured against all potential 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  
disaster would depend on all the facts and circumstances of the  
event and would be subject to a whole range of uncertainties,  
including legal uncertainty as to the scope of liability for  
For example, for the Group’s highest risks (North Sea platforms  
and main refineries and petrochemical plants), in 2012 the insurance  
limit for the Group share of the installations was approximately  
$
$
1.7 billion for the Refining & Chemicals segment and approximately  
1.6 billion for the Upstream segment.  
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 guarantee,  
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.  
90  
TOTAL. Registration Document 2012  
 
5.Gouvernement d’entreprise  
Corporate governance  
5
Corporate governance  
1.  
Report of the Chairman of the Board of Directors  
Article L. 225-37 of the French Commercial Code)  
(
92  
1
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .92  
Other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99  
Corporate Governance Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100  
Rules of procedure of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101  
Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .105  
Activity of the Board of Directors and its Committees in 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .111  
Board of Directors practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .114  
Director independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .114  
Additional information on the members of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .115  
.10. Internal control and risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .115  
.11. Particular conditions regarding participation in Shareholder’s Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .119  
.12. Information mentioned in Article L. 225-100-3 of the French Commercial Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .119  
.13. Principles and rules applied to determine the compensation and other benefits of the corporate executive officers . . . .119  
2.  
Statutory auditor’s report  
Article L. 225-235 of the French Commercial Code)  
(
120  
121  
3.  
General Management  
3.1.  
3.2.  
3.3.  
Management Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .121  
The Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .121  
The Management Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .121  
4.  
Statutory auditors  
122  
4.1.  
4.2.  
4.3.  
4.4.  
Statutory auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122  
Alternate auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122  
Auditor’s term of office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122  
Fees received by the statutory auditors (including members of their network) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .123  
5.  
Compensation for the administration and management bodies  
123  
5.1.  
5.2.  
5.3.  
5.4.  
5.5.  
5.6.  
5.7.  
Board compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .123  
Directors’ attendance at Board and Committee meetings in 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .124  
Compensation of the Chairman and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .124  
Executive officers’ compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126  
Pensions and other commitments (Article L. 225-102-1, paragraph 3, of the French Commercial Code) . . . . . . . . . . . . . .126  
Stock options and performance share grants policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .128  
Summary table for the corporate executive officers  
(AFEP-MEDEF Code for corporate governance of listed companies) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .131  
5
5
5
.8.  
.9.  
TOTAL stock option grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .134  
TOTAL stock options as of December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .135  
.10. TOTAL global free and performance shares as of December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .138  
6.  
Employees, share ownership  
142  
6.1.  
6.2.  
6.3.  
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .142  
Arrangements for involving employees in the Company’s share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .142  
Shares held by the administration and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .143  
Document de référence 2012. TOTAL  
91  
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 2012 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 and risk management procedures  
implemented by the Company, any limits set by the Board of  
Directors concerning the powers of the Chief Executive Officer,  
as well as information related to corporate governance. This report  
also sets forth the provisions of the by-laws concerning  
and rules applied to determine the compensation and other  
benefits granted to the corporate executive officers.  
This report was prepared based on input from several of the  
Company’s functional divisions, including in particular the Legal,  
Finance and Group Internal Control and Audit departments.  
This report was approved by the Board of Directors at its meeting  
on February 12, 2013, after the Board’s committees reviewed the  
sections relevant to their respective duties.  
participation in Shareholders’ Meetings and presents the principles  
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).  
he was named Chairman and Chief Executive Officer of TOTAL.  
Mr. de Margerie is also a Director of the Institut du monde arabe.  
(
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 and to ensure the continuity of the Board of  
Directors’ work.  
Director of TOTAL S.A. since 2006 - Last renewal: May 11, 2012  
until 2015.  
Chairman of the Strategic Committee.  
Holds 105,556 TOTAL shares and 59,419 shares of the “TOTAL  
ACTIONNARIAT FRANCE” collective investment fund.  
Current directorships  
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 TOTAL S.A.* since  
May 21, 2010 (Chief Executive Officer since February 14, 2007)  
Chairman of Total E&P Indonésie  
Director of Shtokman Development AG (Switzerland)  
1
.1.1. Composition of the Board  
– Member of the Supervisory Board of Vivendi*  
– Manager of CDM Patrimonial SARL  
of Directors as of December 31, 2012  
Directorships that expired in the previous five years  
As of December 31, 2012, the Board of Directors had fifteen  
members, including one director appointed by the shareholders  
to represent employee shareholders. Twelve of the members  
of the Board were independent (see paragraph 1.8. below).  
– Chairman and Chief Executive Officer of Elf Aquitaine until  
June 21, 2010  
– Director of Total E&P Russia until 2008  
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  
The following individuals were members of the Board of Directors  
of TOTAL S.A. (information as of December 31, 2012 ):  
(1)  
Christophe de Margerie  
Born on August 6, 1951 (French).  
– 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  
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  
Thierry Desmarest  
&
Production division. In 1995, he was appointed President of Total  
Middle East. In May 1999, he joined the Executive Committee as  
President of the Exploration & Production division. 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,  
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  
(
*
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 that do not belong to the group in which the director has his or her main duties.  
92  
TOTAL. Registration Document 2012  
 
Corporate governance  
Report of the Chairman of the Board of Directors  
5
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.  
Patricia Barbizet  
Born on April 17, 1955 (French).  
Independent director.  
Director of TOTAL S.A. since 1995 - Last renewal: May 21, 2010  
until 2013.  
A graduate of the École Supérieure de Commerce of Paris in 1976,  
Ms. Barbizet started her career in the Renault Group as the Treasurer  
of Renault Véhicules Industriels and then Chief Financial Officer of  
Renault Crédit International. She joined the Pinault group in 1989  
as the Chief Financial Officer. In 1992, she became the Chief  
Executive Officer of Financière Pinault. She was the President of the  
Supervisory Board of the Pinault Printemps Redoute group until  
May 2005 and became Vice-President of the Board of Directors of  
PPR in May 2005. Patricia Barbizet is also a member of the Board  
of Directors of TOTAL, TF1, Air France-KLM and Fonds stratégique  
d’investissement.  
Chairman of the Nominating & Governance Committee, member  
of the Compensation Committee and the Strategic Committee.  
Holds 186,576 shares.  
Current directorships  
Director of TOTAL S.A.*  
Director of Sanofi*(1)  
Director of L’Air Liquide*  
Director of Renault S.A.*  
Director of Renault S.A.S.  
Director of Bombardier Inc.* (Canada)  
Director of TOTAL S.A. since 2008 - Last renewal: May 13, 2011  
until 2014.  
Directorships that expired in the previous five years  
Chairperson of the Audit Committee and member of the Strategic  
Committee.  
Chairman of the Board of Directors of TOTAL S.A.* until May 21, 2010  
Member of the Supervisory Board of Areva* until March 4, 2010  
Holds 1,000 shares.  
The Honorary Chairman performs representation missions of the  
Group at a high level in accordance with the decision of the Board  
of Directors on May 21, 2010.  
Current directorships  
– Director of TOTAL S.A.*  
Vice Chairman of the Board of Directors of PPR *  
Patrick Artus  
– Chief Executive Officer and Director of Artémis  
Member of the Supervisory Board of Financière Pinault  
Chief Executive Officer (non-Director) of Financière Pinault  
Born on October 14, 1951 (French).  
Independent director.  
– Director of Société Nouvelle du Théâtre Marigny  
Permanent representative of Artémis at the Board of Directors  
of Agefi  
Permanent representative of Artémis at the Board of Directors  
of Sebdo le Point  
Member of the Management Board of Société Civile du Vignoble  
de Château Latour  
Member of the Supervisory Board of Yves Saint Laurent  
Administratore Delagato and administratore of Palazzo Grazzi  
Chairman of the Board of Directors of Christie’s International Plc  
Board member of Gucci  
Director of Air France-KLM*  
Director of Bouygues*  
Director of TF1*  
Director of the Fonds stratégique d’investissement  
(French government sovereign fund)  
A graduate from the École Polytechnique, the École Nationale  
de la Statistique et de l’Administration Économique (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 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 an 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  
Cercle des Économistes.  
Director of TOTAL S.A. since 2009. Last renewal: May 11, 2012  
until 2015.  
Directorships that expired in the previous five years  
Member of the Compensation Committee and, since February 9,  
Non-executive Director of Tawa Plc* until June 2012  
Deputy Chief Executive Officer of Société Nouvelle du Théâtre  
Marigny until January 2012  
2012, member of the Nominating & Governance Committee.  
Holds 1,000 shares.  
Director of Fnac until May 2011  
Director of Piaza until 2008  
Current directorships  
Director of TOTAL S.A. *  
Director of IPSOS  
– Chairman of the Board of Directors of Piaza until 2008  
Directorships that expired in the previous five years  
None.  
(
*
1) Non-consolidated company which was removed from the scope of consolidation on July 1, 2010.  
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies that do not belong to the group in which the director has his or her main duties.  
Registration Document 2012. TOTAL  
93  
Corporate governance  
5
Report of the Chairman of the Board of Directors  
Gunnar Brock  
Directorship that expired in the previous five years  
Born on April 12, 1950 (Swedish).  
– Elected member of the Supervisory Board of the “TOTAL  
ACTIONNARIAT FRANCE” collective investment fund until 2012,  
Independent director.  
President of the Supervisory Board of the “TOTAL ACTIONS  
EUROPÉENNES” collective investment fund until 2011.  
A graduate of the Stockholm School of Economics with an MBA  
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 serving 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. Mr. Brock is also  
a member of the Royal Swedish Academy of Engineering Sciences  
and of the Board of Directors of the Stockholm School of Economics.  
Marie-Christine Coisne-Roquette  
Born on November 4, 1956 (French).  
Independent director.  
A graduate of the University of Paris X Nanterre (law and English)  
and admitted to the Paris and New York Bar Associations in 1980,  
Ms. Coisne-Roquette worked as an attorney in Paris and New York  
until 1988, when she joined the family-owned Sonepar group. From  
1988 to 1998, while also serving as Chief Executive Officer of the  
family-owned Colam Entreprendre holding company, she held  
several consecutive operational directorships at Sonepar S.A.,  
where she was appointed Chairman of the Board in 1998. She has  
served as Chairman and Chief Executive Officer of Sonepar since  
2002. A member of the Executive Board of MEDEF since 2000, Ms.  
Coisne-Roquette has chaired that organization’s Tax Commission  
since 2005. Ms. Coisne-Roquette is also a director of the  
Director of TOTAL S.A. since May 21, 2010 and until 2013.  
Member of the Strategic Committee and, since February 9, 2012,  
member of the Compensation Committee and the  
Nominating & Governance Committee.  
Holds 1,000 shares.  
Current directorships  
Director of TOTAL S.A.*  
Association Nationale des Sociétés par Actions (ANSA).  
Chairman of the Board of Stora Enso Oy  
Chairman of the Board of Mölnlycke Health Care Group  
Member of the Board of Investor AB  
Chairman of the Board of Rolling Optics  
Member of the Board of Stena AB*  
Member of the Board of Syngenta AG*  
Director of TOTAL S.A. since May 13, 2011 and until 2014.  
Member of the Audit Committee.  
Holds 1,130 shares.  
Current directorships  
Directorships that expired in the previous five years  
– Director of TOTAL S.A.*  
Chairperson and Chief Executive Officer of Sonepar S.A.  
Chairperson and Chief Executive Officer of Colam Entreprendre  
Director of Hagemeyer Canada, Inc.  
President of the Supervisory Board of OTRA N.V.  
Director of Sonepar Canada, Inc.  
Member of the Supervisory Board of Spencer Stuart Scandinavia  
until 2011  
Chief Executive Officer of Atlas Copco until 2009  
Chairman of the Board of Lego AS until 2008  
President of the Supervisory Board of Sonepar Deutschland GmbH  
Director of de Sonepar Ibérica  
Claude Clément  
Born on November 17, 1956 (French).  
– Director of de Sonepar Italia Holding  
Director of de Sonepar Mexico  
Member of the Supervisory Board of Sonepar Nederland B.V.  
Director of Sonepar USA Holdings, Inc.  
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  
ACTIONS EUROPÉENNES”, “TOTAL DIVERSIFIÉ À DOMINANTE  
ACTIONS” and “TOTAL ÉPARGNE SOLIDAIRE” collective  
investment funds since 2010, and an elected member of the  
Supervisory Board of the “TOTAL DIVERSIFIÉ À DOMINANTE  
OBLIGATIONS”, “TOTAL MONÉTAIRE” and “TOTAL  
Director of Feljas and Masson SAS  
Permanent representative of Colam Entreprendre, member of the  
Board of Directors at Cabus & Raulot (S.A.S)  
Permanent representative of Colam Entreprendre and Sonepar,  
co-managers of Sonedis (société civile)  
Permanent representative of Sonepar, Director of Sonepar France  
Permanent representative of Sonepar, President of Sonepar  
International (S.A.S)  
Permanent representative of Colam Entreprendre, Director  
of Sovemarco Europe (S.A.)  
Co-manager of Développement Mobilier & Industriel (D.M.I.)  
(société civile)  
OBLIGATIONS” collective investment funds since 2010.  
Director of TOTAL S.A. since May 21, 2010 and until 2013.  
Manager of Ker Coro (société civile immobilière)  
Holds 1,060 TOTAL shares and 3,640 shares of the “TOTAL  
ACTIONNARIAT FRANCE” collective investment fund.  
Directorship that expired in the previous five years  
Current directorships  
– Chairperson of the Board of Directors of Sonepar Mexico until 2012  
Director of Encon Safety Products, Inc. until 2010  
Director of Hagemeyer North America, Inc. until 2010  
Director of TOTAL S.A.* representing employee shareholders  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies that do not belong to the group in which the director has his or her main duties.  
94  
TOTAL. Registration Document 2012  
Corporate governance  
Report of the Chairman of the Board of Directors  
5
Director of Hagemayer PPS Ltd until 2010  
Chairperson of the Board of Directors of Hagemayer PPS Ltd  
until 2008  
Paul Desmarais, jr  
Born on July 3, 1954 (Canadian).  
Chairperson of the Board of Directors of Sonepar Canada, Inc.  
until 2009  
Independent director.  
A graduate of McGill University in Montreal and of the Institut  
européen d’administration des affaires (INSEAD) in Fontainebleau,  
Mr. Desmarais was elected Vice Chairman (1984) and then Chairman  
of the Board (1990) of Corporation Financière Power, a company he  
helped found. Since 1996, he has served as Chairman of the Board  
and Co-Chief Executive Officer of Power Corporation of Canada.  
Chairperson of the Board of Directors of Sonepar France until 2009  
Chairperson of the Board of Directors and acting Managing  
Director of Sonepar Iberica until 2009  
Chairperson of the Board of Directors of Sonepar Italia Holding  
until 2009  
Chairperson of the Board of Directors of Sonepar Mexico until 2010  
Chairperson of the Supervisory Board of Sonepar Nederland B.V.  
until 2009  
Director of TOTAL S.A. since 2002 - Last renewal: May 13, 2011  
until 2014.  
Chairperson of the Board of Directors of Sonepar Nordic A/S  
until 2009  
Chairperson of the Board of Directors and CEO of Sonepar USA  
Holdings, Inc. until 2009  
Holds 2,000 ADRs (corresponding to 2,000 shares).  
Current directorships  
Director of TOTAL S.A.*  
Director of Vallen Corporation until 2010  
Chairman of the Board, Co-Chief Executive Officer and Member  
of the Executive Committee of Power Corporation of Canada*  
Co-Chairman of the Board and member of the Executive  
Committee of Corporation Financière Power* (Canada)  
Vice Chairman and Acting Managing Director of Pargesa  
Holding SA* (Switzerland)  
Director and member of the Executive Committee of La Great-West,  
compagnie d’assurance-vie (Canada)  
Director and member of the Executive Committee of Great-West  
Life & Annuity Insurance Company (United States of America)  
Director and member of the Executive Committee of Great-West  
Lifeco Inc.* (Canada)  
Permanent representative of Sonepar, Director of A.E.D. until 2010  
Permanent representative of Sonepar, Director of C.S.O. until 2010  
Permanent representative of Sonepar, Director of Collin Sigmadis  
until 2010  
Permanent representative of Sonepar, Director of G.M.T. until 2010  
Permanent representative of Sonepar, Director of S.N.E. until 2010  
Permanent representative of Sonepar, Director of S.S.E. until 2010  
Permanent representative of Sonepar, General Partner of Sonepar  
Belgium until 2009  
Permanent representative of Sonepar, Director of Teissier until 2010  
Bertrand Collomb  
Born on August 14, 1942 (French).  
Independent director.  
Director of Great-West Financial (Canada) Inc. (Canada)  
– Director and member of the Permanent Committee of Groupe  
Bruxelles Lambert SA* (Belgium)  
Director and member of the Executive Committee of Groupe  
Investors Inc. (Canada)  
A graduate of the École Polytechnique and a member of France’s  
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. He is also Chairman  
of the Institut des Hautes Études pour la Science et la Technologie  
– Director and member of the Executive Committee of Groupe  
d’assurance London Inc. (Canada)  
– Director and member of the Executive Committee of London Life,  
compagnie d’assurance-vie (Canada)  
– Director and member of the Executive Committee of Mackenzie Inc.  
– Director and Deputy Chairman of the Board of La Presse, ltée  
(Canada)  
– Director and Deputy Chairman of Gesca ltée (Canada)  
– Director of GDF Suez* (France)  
(IHEST).  
Director of Lafarge* (France)  
Director and member of the Executive Committee of Compagnie  
d’Assurance du Canada sur la Vie (Canada)  
Director of TOTAL S.A. since 2000 - Last renewal: May 11, 2012  
until 2015.  
Member of the Nominating & Governance Committee and, until  
February 9, 2012, member of the Compensation Committee.  
– Director and member of the Executive Committee of the  
Corporation Financière Canada Life-Vie (Canada)  
Director and member of the Executive Committee of IGM Inc.*  
Canada)  
– Director and Chairman of the Board of 171263 Canada Inc.  
Canada)  
Director of 152245 Canada Inc. (Canada)  
Director of GWL-A Financial Inc. (United States of America)  
Director of Great-West Financial (Nova Scotia) Co. (Canada)  
Holds 4,932 shares.  
(
Current directorships  
(
Director of TOTAL S.A.*  
Director of DuPont* (United States of America)  
Director of Atco* (Canada)  
Directorships that expired in the previous five years  
– Director of Great-West Life & Annuity Insurance Company  
of New York (United States of America)  
Director of Lafarge* until 2012  
Chairman of the Institut Français des Relations Internationales  
Director of Power Communications Inc. (Canada)  
Director and Vice Chairman of the Board of Power Corporation  
International (Canada)  
(IFRI) until 2011  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies that do not belong to the group in which the director has his or her main duties.  
Registration Document 2012. TOTAL  
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Director and member of the Executive Committee of Putnam  
Investments LLC (United States of America)  
Member of the Supervisory Board of Power Financial Europe B.V.  
for international groups. After serving as manager for development  
of emerging markets at ABB and then at Nestlé between 1989  
and 1999, she was appointed Executive Director of Ford in Europe  
from 1999 to 2003. In 2003, Ms. Kux became a member of the  
Management Committee of the Philips group and, starting in 2005,  
was in charge of sustainable development. Since 2008, she has  
been a member of the Management Board of Siemens AG.  
She is also responsible for sustainable development at the Group  
and is in charge of the Group’s supply chain.  
(Netherlands)  
Director of Canada Life Capital Corporation Inc. (Canada)  
Director and member of the Executive Committee of The Canada  
Life Insurance Company of Canada (Canada)  
Director and member of the Executive Committee of Crown Life  
Insurance Company (Canada)  
Director and Deputy Chairman of the Board of Groupe de  
Communications Square Victoria Inc. (Canada)  
Member of the Supervisory Board of Parjointco N.V. (Netherlands)  
Director of TOTAL S.A. since May 13, 2011 and until 2014.  
Member of the Strategic Committee.  
Holds 1,000 shares.  
Directorship that expired in the previous five years  
Assistant Chairman of the Board of 3819787 Canada Inc.  
Canada) until 2010  
Member of the Board of Les Journaux Trans-Canada (1996) Inc.  
Canada) until 2009  
Director and Vice Chairman of the Board of Directors of Imerys*  
France) until 2008  
Current directorships  
(
Director of TOTAL S.A.*  
Member of the Management Board of Siemens AG*  
(
Directorships that expired in the previous five years  
(
Member of the Board of Directors of INSEAD until 2011  
Member of the Board of Directors of ZF Friedrichshafen AG  
until 2011  
Anne-Marie Idrac  
Born on July 27, 1951 (French).  
Independent director.  
– Member of the Board of Directors of Firmenich S.A. until 2010  
Member of the Board of Directors of COFRA Holding AG  
until 2008  
A graduate of the Institut d’Etudes Politiques de Paris and formerly  
a student at the École Nationale d’Administration (ENA – 1974),  
Ms. Idrac began her career holding various positions as a senior  
civil servant at the Ministry of Infrastructure (Ministère de l’Équipement)  
in the fields of environment, housing, urban planning and  
transportation. She served as Executive Director of the public  
development authority of Cergy-Pontoise from 1990 to 1993 and  
Director of land transport from 1993 to 1995. Ms. Idrac was State  
Secretary for Transport from May 1995 to June 1997, elected  
member of Parliament for Yvelines from 1997 to 2002, regional  
councilor for Ile-de-France from 1998 to 2002, and State Secretary  
for Foreign Trade from March 2008 to November 2010. She also  
served as Chairperson-CEO of RATP from 2002 to 2006 and then  
as Chairperson of SNCF from 2006 to 2008.  
– Member of Group Management Committee of Royal Philips  
Electronics N.V. until 2008  
Gérard Lamarche  
Born July 15, 1961 (Belgian).  
Independent director.  
Mr. Lamarche graduated in economic science from Louvain-La-Neuve  
University and the INSEAD business school (Advanced Management  
Program for Suez Group Executives). He also followed the Global  
Leadership Series course of training at the Wharton International  
Forum in 1998-99. He started his career in 1983 at Deloitte  
Haskins & Sells in Belgium, before becoming a consultant in mergers  
and acquisitions in Holland in 1987. In 1988, Mr. Lamarche joined  
Société Générale de Belgique as an investment manager and  
management controller between 1989 and 1991, then as a  
consultant in strategic operations from 1992 to 1995. He joined  
Compagnie Financière de Suez as a project manager for the  
Chairman and Secretary of the Executive Committee (1995-1997),  
before taking part in the merger between Compagnie de Suez  
and Lyonnaise des Eaux, which became Suez Lyonnaise des Eaux  
Director of TOTAL S.A. since May 11, 2012 and until 2015.  
Holds 1,000 shares.  
Current directorships  
Director of TOTAL S.A.*  
Director of Bouygues*  
Director of Saint Gobain*  
Member of the Supervisory Board of Vallourec*  
Director of Mediobanca S.p.A.* (Italy)  
(1997), and then being appointed as the acting Managing Director  
in charge of Planning, Management Control and Accounts. In 2000,  
Mr. Lamarche pursued his career in industry by joining NALCO  
(the American subsidiary of the Suez group and the world leader  
in the treatment of industrial water) as the Director and Chief  
Executive Officer. In March 2004, he was appointed Chief Executive  
Officer in charge of Finance of the Suez group, before being  
appointed Senior Executive and Vice President in charge of Finance  
and member of the Management Committee and the Executive  
Committee of the GDF Suez group in July 2008. On April 12, 2011,  
Mr. Lamarche became a director on the Board of Directors of  
Groupe Bruxelles Lambert (GBL). He has been the acting Managing  
Director since January 2012. Mr. Lamarche is also a director of  
Legrand. In January 2012, he was also appointed by co-option  
Directorships that expired in the previous five years  
Chairperson of SNCF until 2008  
Barbara Kux  
Born on February 26, 1954 (Swiss).  
Independent director.  
Holder of an MBA (with honors) from INSEAD in Fontainebleau,  
Ms. Kux joined McKinsey & Company in 1984 as a Management  
Consultant, where she was responsible for strategic assignments  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies that do not belong to the group in which the director has his or her main duties.  
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as director of TOTAL S.A. for a one-year term. He is also a member  
of TOTAL S.A.’s Audit Committee and Strategic Committee. In April  
Directorships that expired in the previous five years  
Director of GDF Suez* until April 23, 2012  
Chairperson of the Management Board of Areva* until June 30, 2011  
Chairperson and Chief Executive Officer of Areva NC June 30, 2011  
2012, he was appointed as a non-voting member (censeur) of GDF  
Suez and in May 2012 as director of Lafarge for a four-year term.  
Director of TOTAL S.A. since 2012 – Appointment by co-option:  
January 12, 2012, confirmed on May 11, 2012 until 2013.  
– Vice Chairperson and Member of the Supervisory Board of Safran*  
until 2009  
Member of the Audit Committee and the Strategic Committee since  
January 12, 2012.  
Claude Mandil  
Born on January 9, 1942 (French).  
Holds 2,775 shares.  
Independent director.  
Current directorships  
A graduate of the École Polytechnique and a General Engineer from  
France’s engineering school Corps des Mines, Mr. Mandil served  
as a Mining Engineer in the Lorraine and Bretagne regions. He then  
served as Project Manager at the Délégation de l’Aménagement  
du Territoire et de l’Action Régionale (City and Department planning  
Acting Managing Director and Director of Groupe Bruxelles Lambert*  
Director of TOTAL S.A.*  
Director and Chairman of the Audit Committee of Legrand*  
Director of Lafarge*  
Non-voting member (censeur) of GDF Suez*  
-
DATAR) and as Interdepartmental Head of Industry and Research  
Directorships that expired in the previous five years  
and regional delegate of the Agence nationale de valorisation de la  
recherche (State technology transfer agency - ANVAR). From 1981  
to 1982, he served as technical advisor on the staff of the Prime  
Minister, in charge of the industry, energy and research sectors.  
He was appointed Chief Executive Officer, then Chairman and Chief  
Executive Officer of the Institut de Développement Industriel  
Director of Electrabel until 2011  
Director of Suez Environnement Company until 2011  
Director of International Power PLC until 2011  
Director of Europalia International until 2011  
Director of GDF Suez Belgium until 2011  
Director of Agua de Barcelona until 2011  
Director of GDF Suez E.S. until 2011  
(Industry Development Institute - IDI) until 1988. He was Chief  
Executive Officer of the Bureau de Recherches Géologiques  
et Minières (BRGM) from 1988 to 1990. From 1990 to 1998,  
Mr. Mandil served as Chief Executive Officer for Energy and  
Commodities at the French Industry Ministry and became France’s  
first representative to the Management Board of the International  
Energy Agency (IEA). He served as Chairman of the IEA from 1997  
to 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 for Oil). From 2003 to 2007,  
he was the Executive Director of the IEA. Mr. Mandil is also director  
of the Institut Veolia Environnement and of Schlumberger SBC  
Energy Institute.  
Director of Suez Tractebel until 2011  
Director of Fortis Banque until 2010  
Director of Leo Holding Company until 2009  
Director of Suez Environnement North America until 2009  
Chairman and Director of Genfina until 2008  
Director of Distrigaz until 2008  
Director and Chairman of GDF Suez CC until 2008  
Director of Suez Environnement* until 2008  
Anne Lauvergeon  
Born on August 2, 1959 (French).  
Independent director.  
Director of TOTAL S.A. since 2008 - Last renewal: May 13, 2011  
until 2014.  
Chief Mining Engineer and a graduate of the École Normale Supérieure  
with a doctorate in physical sciences, Ms. 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 and  
international affairs. Ms. Lauvergeon served as Chairperson  
of the Management Board of Areva from July 2001 to June 2011  
and Chairperson and Chief Executive Officer of Areva NC (formerly  
Cogema) from June 1999 to June 2011.  
Member of the Strategic Committee and, since February 9, 2012,  
member of the Compensation Committee and the  
Nominating & Governance Committee.  
Holds 1,000 shares.  
Current directorships  
Director of TOTAL S.A.*  
Directorships that expired in the previous five years  
Director of GDF Suez* from July to December 2008  
Director of TOTAL S.A. since 2000 - Last renewal: May 11, 2012  
until 2015.  
Michel Pébereau  
Born on January 23, 1942 (French).  
Member of the Strategic Committee.  
Holds 2,000 shares.  
Independent director.  
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 Chief Executive Officer of Crédit Commercial de France (CCF).  
He was Chairman and Chief Executive Officer of BNP then BNP  
Current directorships  
Director of TOTAL S.A.*  
Director of Vodafone Group Plc*  
Chairperson of the Supervisory Board of Libération  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies that do not belong to the group in which the director has his or her main duties.  
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Paribas from 1993 to 2003, Chairman of the Board of Directors  
from 2003 to 2011, and is currently Honorary Chairman of BNP  
Paribas and Chairman of the BNP Paribas foundation. He is also  
a member of the Académie des Sciences Morales et Politiques,  
member of the Executive Board of the Mouvement des entreprises  
de France, member of the Policy Board of the Institut de l’Entreprise,  
Honorary Chairman of the Supervisory Board of the Institut Aspen,  
Chairman of the Governing Board of the Institut d’études politiques  
de Paris, and director of the ARC foundation.  
Current directorships (as of May 11, 2012)  
Director of Veolia Environnement*  
Chairman of DMJB Conseil  
Directorships that expired in the previous five years  
Chairman of TOTAL S.A.* until May 11, 2012  
Chairman and Chief Executive Officer of Société Générale* until  
2008, and then Chairman of the Board until 2009  
Director of TOTAL S.A. since 2000 - Last renewal: May 11, 2012  
until 2015.  
Thierry de Rudder  
Born on September 3, 1949 (Belgian and French).  
Chairman of the Compensation Committee and, until February 9,  
Independent director.  
2012, member of the Nominating & Governance Committee.  
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.  
Holds 2,356 shares.  
Current directorships  
Director of TOTAL S.A.*  
Director of BNP Paribas*  
Director of Compagnie de Saint-Gobain*  
Director of AXA*  
Director of EADS N.V.*  
Director of Pargesa Holding S.A.* (Switzerland)  
Director of BNP Paribas SA (Switzerland)  
Member of the Supervisory Board of Banque Marocaine pour  
le Commerce et l’Industrie*  
Director of TOTAL S.A. since 1999 - Last renewal: May 21, 2010  
until January, 12, 2012.  
Member of the Audit Committee and the Strategic Committee  
until January, 12, 2012.  
Current directorships (as of January 12, 2012)  
Director of TOTAL S.A.*  
Acting Managing Director of Groupe Bruxelles Lambert*  
Non-voting member (censeur) of Galeries Lafayette  
Directorships that expired in the previous five years  
– Director of Brussels Securities (Belgium)  
Director of GBL Treasury Center (Belgium)  
Director of Sagerpar (Belgium)  
Director of GBL Energy Sàrl (Luxembourg)  
Director of GBL Verwaltung Sàrl (Luxembourg)  
Director of GBL Verwaltung GmbH (Germany)  
Director of Ergon Capital Partners (Belgium)  
Chairman of the Board of Directors of BNP Paribas until  
December 2011  
Director of Lafarge* until May 2011  
Chairman of the European Banking Federation until 2008  
1
.1.2. Expired directorship of TOTAL S.A.  
– Director of Ergon Capital Partners II (Belgium)  
– Director of Ergon Capital Partners III (Belgium)  
in 2012  
Director of GDF Suez*  
Director of Lafarge*  
Director of Electrabel  
Daniel Bouton  
Born on April 10, 1950 (French).  
Directorships that expired in the previous five years  
Independent director.  
Director of Compagnie Nationale à Portefeuille* until 2011  
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 served as Chairman of the Société Générale  
group until May 12, 2008 and has been the Honorary Chairman  
since May 6, 2009.  
– Director of Suez-Tractebel (Belgium) until April 2010  
– Director of Imerys* until 2010  
– Director of GBL Participations (Belgium) until 2010  
– Director of GBL Finance S.A. (Luxembourg) until 2009  
Director of TOTAL S.A. since 1997 - Last renewal: May 15, 2009 -  
Term of office: May 11, 2012.  
*
Company names marked with an asterisk are publicly-listed companies.  
Underlined companies are companies that do not belong to the group in which the director has his or her main duties.  
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1.1.3. Composition of the Board of Directors as of February 12, 2013  
As of February 12, 2013, the Board of Directors had fifteen members, including one director appointed by the shareholders to represent  
employee shareholders.  
Twelve of the members of the Board are independent (see paragraph 1.8. below).  
The Board of Directors has five female members (i.e. one-third of the directors) and four directors of foreign nationality (i.e. 27% of the directors).  
The profiles, qualifications and expertise of the Directors are provided in the biographies which appear in paragraphs 1.1.1. to 1.1.2. above.  
Directors  
Independence  
Participation in Board Committees(a)  
Christophe de Margerie  
Chairman and Chief Executive Officer  
Thierry Desmarest  
Chairman of the Strategic Committee  
Chairman of the Nominating & Governance Committee  
Member of the Compensation Committee  
Member of the Strategic Committee  
Honorary Chairman  
Patrick Artus  
Independent director  
Independent director  
Independent director  
Member of the Nominating & Governance Committee(b)  
Member of the Compensation Committee  
Chairperson of the Audit Committee  
Patricia Barbizet  
Gunnar Brock  
Member of the Strategic Committee  
Member of the Nominating & Governance Committee(b)  
Member of the Compensation Committee(b)  
Member of the Strategic Committee  
Claude Clément  
Director representing  
employee shareholders  
Independent director  
Marie-Christine  
Coisne-Roquette  
Bertrand Collomb  
Paul Desmarais, jr  
Anne-Marie Idrac  
Barbara Kux  
Member of the Audit Committee  
Independent director  
Independent director  
Independent director  
Independent director  
Independent director  
Member of the Nominating & Governance Committee  
Member of the Strategic Committee  
Gérard Lamarche  
Member of the Audit Committee(c)  
Member of the Strategic Committee(c)  
Anne Lauvergeon  
Claude Mandil  
Independent director  
Independent director  
Member of the Strategic Committee  
Member of the Nominating & Governance Committee(b)  
Member of the Compensation Committee(b)  
Member of the Strategic Committee  
Michel Pébereau  
Independent director  
Chairman of the Compensation Committee  
(a) For more details on the composition of the Board Committees, refer to paragraph 1.5. below.  
(b) Since February 9, 2012.  
(c) Since January 12, 2012.  
At its meeting held on February 12, 2013, the Board of Directors decided to propose at the May 17, 2013 Shareholders’ Meeting the  
renewal of the directorships of Messrs. Desmarest, Brock and Lamarche. In addition, given that the term of office of Mr. Clément, director  
representing the employee shareholders, is due to expire, the Shareholders’ Meeting will be called to appoint the director representing the  
employee shareholders.  
1.2. Other information  
At its meeting on September 15, 2009, the Board of Directors  
appointed Mr. Paris de Bollardière Secretary of the Board.  
Council attend, with consultative rights, all meetings of the Board.  
In compliance with the second paragraph of such article,  
since July 7, 2010 four members of the Worker’s Council attend  
Board meetings.  
Representatives of the Worker’s Council: pursuant to Article  
L. 2323-62 of the French Labor Code, members of the Worker’s  
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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 refer to the Corporate Governance  
Code for Listed Companies published by the principal French business  
confederations, the Association Française des Entreprises Privées  
balanced representation of men and women on Boards of Directors  
and Supervisory Boards and equal opportunity. The law states that  
the 20% threshold must be attained at the end of the 2014  
Shareholders’ Meeting and that the 40% threshold must  
be attained at the end of the 2017 Shareholder’s Meeting.  
(
AFEP) and the Mouvement des Entreprises de France (MEDEF)  
As of December 31, 2012, the Company’s Board of Directors had  
five female members out of a total of fifteen members (i.e. one-third  
of the directors) and four directors of foreign nationality (i.e. 27%  
of the directors). The Board of Directors will continue its reflections  
in order to further diversify its composition in the years to come.  
(“AFEP-MEDEF Code”) for corporate governance matters.  
The AFEP-MEDEF Code is available on the MEDEF website  
medef.com/medef-corporate/publications).  
(
The AFEP-MEDEF Code was amended in April 2010 to make  
recommendations related to the balanced number of men and  
women sitting in Board 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. These requirements were  
also stipulated in the French law of January 27, 2011 regarding  
The following table shows the recommendations made in the  
AFEP-MEDEF Code which the Company has not followed, as well  
as the reasons for such decision, pursuant to Article L. 225-37  
of the French Commercial Code.  
Recommendations not followed  
Explanation  
Director independence criteria  
In assessing the independence of three directors, the Board has  
disregarded the criterion of a maximum term of office of 12 years.  
The Board was of the opinion that this criterion has no relevance,  
given the specific characteristics of the oil and gas sector, which  
relies on long-term investment cycles on one hand, and given the  
objectivity that these three directors have demonstrated in the  
Board’s activity on the other hand. Besides, it deemed that the  
experience acquired on the Board by these three directors  
strengthened their freedom of speech and their independence of  
judgment and benefited the Group. The Board also noted that the  
criterion related to the length of term of office was not one of the  
independence criteria required by the New York Stock Exchange  
(paragraph 8 of the Code)  
Criteria to be examined for a director to be considered independent:  
Has not been a director of the Company for more than 12 years.  
(NYSE). See paragraph 1.8. below.  
The Board’s assessment  
paragraph 9 of the Code)  
The Board deemed that it is not appropriate to measure each  
director’s actual contribution to the Board’s work given the collegial  
nature of this body. It nevertheless ensured of the full involvement  
of the directors in the Board’s work in view of the attendance rate  
of directors in the meetings of the Board and the Committees (see  
paragraph 5.2. below) and observed that important matters had  
been properly prepared and debated. Moreover, as part of the review  
(
The purpose of the Board’s assessment must be to “measure each  
director’s actual contribution to the Board’s work as a result of his/her  
competence and involvement in the deliberations”.  
It is recommended that directors who are external to the company  
meet periodically without the participation of the ”in house” directors. of the composition of the Board and its committees, the Nominating  
Governance Committee checked whether the various qualifications  
&
of the directors were well-balanced.  
Also because of the collegiate nature of the Board of Directors,  
no formal meeting of the directors without the participation of the  
”in house” directors is planned.  
Fixed compensation of the Chairman  
and Chief Executive Officer  
The principles and rules applied to determine the compensation  
of the corporate executive officers, as set out by the Board of  
Directors, stipulate that the fixed compensation of the Chairman  
and the Chief Executive Officer is reviewed with a minimum  
frequency of two years (see paragraph 1.13. below). Following  
such reviews, the fixed compensation of the Chairman and Chief  
Executive Officer has remained unchanged since the time of his  
appointment as Chairman and Chief Executive Officer.  
(paragraph 20.2.1 of the Code)  
In principle, the fixed compensation must be reviewed  
at relatively long intervals, e.g. every three years.  
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Recommendations not followed  
Grant of performance shares  
Explanation  
The Board of Directors decided to award performance shares  
at its meeting on July 26, 2012 rather than in September given its  
decision to not award stock subscription or stock purchase options  
in 2012. The volumes awarded to the relevant categories of  
recipients were adapted accordingly.  
(paragraph 20.2.3 of the Code)  
It is necessary to ensure that:  
Awards are made in the same calendar periods, e.g. after the  
disclosure of the financial statements for the previous financial year,  
and probably each year, in order to limit any windfall effects. The  
number of awarded options and shares must not be markedly  
different from the company’s earlier practices, unless a material  
change to the scope of business justifies a revision of the scheme.  
In accordance with terms determined by the Board and announced  
upon the award, the performance shares awarded to the Chairman  
and the Chief Executive Officer are conditional upon the acquisition  
of a defined quantity of shares upon the availability of the awarded  
shares.  
Given the share holding requirement to which the Chairman and  
the Chief Executive Officer are subject (see paragraph 5.6.2. below)  
and the large number of TOTAL shares and shares of the “Total  
Actionnariat France” collective investment fund (invested exclusively  
in TOTAL shares) effectively held by the Chairman and Chief  
Executive Officer (see paragraph 1.1.1. above), the Board  
of Directors, on the recommendation of the Compensation  
Committee, deemed that it was not necessary, at the time of grant,  
to make the performance shares awarded to the Chairman and  
Chief Executive Officer subject to the purchase of a quantity  
of shares at the time of availability of the performance shares.  
Additional pension schemes  
paragraph 20.2.5 of the Code)  
(
Additional pension schemes with defined benefits must be subject  
to the condition that the beneficiary is a director or an employee of  
the company when asserting his or her pension rights pursuant to  
applicable rules.  
It appeared justified not to deprive the concerned beneficiaries  
of the benefit of the pension commitments made by the Company,  
in special cases of the disability or departure of a beneficiary over  
55 years of age at the initiative of the Group.  
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.  
earnings, as well as on the disclosure date. It also decided to more  
precisely formalize, in the Board’s rules of procedure, the preventive  
rules applicable to directors for transactions in the financial  
instruments of the Company, subsidiaries of the Company and  
listed companies in which TOTAL holds an interest, as well as the  
rules prohibiting them from carrying out any transactions in financial  
instruments related to the Company’s share, buying on margin or  
short selling these financial instruments and using hedging  
products on shares held by them and options granted to them,  
where applicable.  
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.  
They are reviewed on a regular basis to match the changes in  
rules and practices related to governance.  
At its meeting on October 30, 2012, the Board of Directors, on  
the recommendation of the Nominating & Governance Committee,  
decided to amend the Board’s rules of procedure in order to increase  
the abstention period for trading in the Company’s financial instruments  
from fifteen days to thirty days prior to each disclosure of periodic  
The unabridged version of these rules of procedure is available  
herein, in its latest version dated October 30, 2012.  
The rules of procedure are also available on the Company’s website.  
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The Board of Directors of TOTAL S.A.(1) approved the rules of procedure.  
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:  
appointing the corporate officers(2) and supervising the handling of their responsibilities;  
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;  
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:  
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the proper definition of authority within the Company and the proper exercise of duties and responsibilities by the bodies of the  
Company are in place;  
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;  
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;  
convening and setting the agenda for Shareholders’ Meetings or meetings of bond holders;  
preparing, for each year, a list of the directors it deems to be independent under generally recognized corporate governance criteria.  
2. OBLIGATIONS OF THE DIRECTORS OF TOTAL S.A.  
Before accepting a directorship, every candidate receives a copy of TOTAL S.A.’s by-laws and these rules of procedure. 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.  
Accepting a directorship involves upholding the Directors’ ethical rules as described in the Code of Corporate Governance to which  
the Company refers. It also involves upholding the rules of procedure 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.  
2.1. 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.  
2.2. PARTICIPATION IN THE BOARD’S WORK  
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, and any other training that is of use in the exercise of their duties as Directors.  
Directors attend all Board meetings and all committees or Shareholders’ Meetings, unless they have previously contacted the Chairman  
to inform him of scheduling conflicts.  
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 is 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, and the main press articles about the Company.  
(
(
1) TOTAL S.A. is referred to in the rules of procedure as the “Company” and collectively with all its direct and indirect subsidiaries as the “Group”.  
2) “Corporate officer” means the Chairman and Chief Executive Officer if the Chairman of the Board of Directors is the Chief Executive Officer of the Company, and otherwise the Chairman  
of the Board of Directors and the Chief Executive Officer, as well as, where applicable, any Deputy Chief Executive Officer, based on the organization adopted by the Board of Directors.  
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2.3. DUTY OF LOYALTY  
Directors cannot take advantage of their office or duties to ensure, for themselves or a third party, any monetary or non-monetary benefit.  
They notify the Board of Directors of 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.  
Directors must inform the Board of Directors of their entering into a transaction that involves directly the Company or any other company of  
the Group before such transaction is closed.  
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.  
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.  
2.4. 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.  
2.5. TRANSACTIONS IN THE COMPANY’S SECURITIES AND STOCK EXCHANGE RULES  
While in office, directors are required to hold the minimum number of registered shares of the Company as set by the by-laws.  
In general, directors must act with the highest degree of prudence and vigilance when completing any personal transaction involving the  
financial instruments of the Company, its subsidiaries and affiliates which are listed or issue listed financial instruments.  
To this purpose, directors act in compliance with the following procedures:  
1. Any shares and ADRs of TOTAL S.A. and its publicly-traded subsidiaries are to be held in registered form, either with the Company or its  
agent, or administered registered shares with a French broker (or U.S. broker for ADRs) whose contact details are communicated to the  
Board’s Secretary by the director.  
2. Directors refrain from directly or indirectly completing (or recommending the completion of) any transaction involving the financial  
instruments (shares, ADRs or any other financial instruments related to such financial instruments) of the Company, its publicly-traded  
subsidiaries or affiliates or listed financial instruments for which the director has inside information.  
Inside information is specific information which has not yet been made public and which directly or indirectly concerns one or more issuers of  
financial instruments or one or more financial instruments and which, if it were made public, could have a significant impact on the price of  
the financial instruments concerned or on the price of financial instruments related to them.  
3
. Any transaction on the Company’s financial instruments (share, ADR or related financial instruments) is strictly prohibited on the day when  
the Company discloses its periodic earnings (quarterly, interim and annual) as well as the thirty calendar days preceding such date.  
. Moreover, directors comply, where applicable, with the provisions of Article L. 225-197-1 of the French Commercial Code, which  
stipulates that free shares may not be sold:  
4
during the ten trading days preceding and the three trading days following the date on which the consolidated financial statements or,  
failing that, the annual financial statements, are made public;  
during the period between the date on which the Company’s corporate bodies have knowledge of information which, if it were made  
public, could have a significant impact on the price of the shares of the Company, and ten trading days following the date on which such  
information is made public.  
5. Directors are prohibited from carrying out any transaction on financial instruments related to the Company’s share (Paris option market  
(MONEP), warrants, exchangeable obligations, etc.) and from buying on margin or short selling such financial instruments.  
6
7
. Directors are also prohibited from hedging the shares of the Company and any financial instruments related to them, and in particular:  
all shares of the Company which they hold, and, where applicable,  
Company share subscription or purchase options,  
rights to the shares of the company which may be awarded free of charge,  
shares of the Company from the exercise of options or granted free of charge.  
. 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.  
3. WORKINGS OF THE BOARD OF DIRECTORS  
The Board of Directors meets at least four times a year and as often as circumstances may require.  
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. Each director may represent only one of his/her colleagues during the same Board meeting.  
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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.  
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.  
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.  
The Board conducts, at regular intervals not to exceed three years, an assessment of its practices. Such assessment is carried out possibly  
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.  
4. RESPONSIBILITY AND AUTHORITY OF THE CHAIRMAN  
The Chairman represents the Board, and, except under exceptional circumstances, is the sole member authorized to act and speak on  
behalf of the 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.  
He ensures that directors have in due course clear and appropriate information that is necessary to carry out their duties.  
He is responsible, with the Group’s general management, for maintaining relations between the Board and the Company’s shareholders.  
He monitors the quality of the information disclosed by the Company.  
In close cooperation with the Group’s general management, he may represent the Group in high-level discussions with government  
authorities and the Group’s important partners, on both a national and international level.  
He is regularly informed by the Chief Executive Officer of events and situations that are important for the Group 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 or other Company directors, provided the Chief Executive Officer is informed, provide any useful information for the  
Board or its committees to carry out their duties.  
He may meet with the statutory auditors in order to prepare the work of the Board of Directors and the Audit Committee.  
He presents every year in a report to the Shareholders’ Meeting on the conditions surrounding the preparation and organization of the  
Board’s work, the potential limits set by the Board of Directors concerning the powers of the Chief Executive Officer, and the internal control  
procedures implemented by the Company. For this purpose, he receives from the Chief Executive Officer the relevant information.  
5. AUTHORITY OF THE CHIEF EXECUTIVE OFFICER  
The Chief Executive Officer is responsible for the general management of the Company. He chairs the Group’s Executive Committee and  
Management Committee. Subject to the Company’s corporate governance rules and in particular the rules of procedure of the Board of  
Directors, he has the full extent of authority to act on behalf of the Company in all instances, with the exception of actions that are, by law,  
reserved to the Board of Directors or to Shareholders’ meetings.  
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 of the Group’s activity.  
6. COMMITTEES OF THE BOARD OF DIRECTORS  
The Board of Directors approved the creation of:  
an Audit Committee,  
a Nominating & Governance Committee,  
a Compensation Committee, and  
a Strategic Committee.  
The missions and composition of these committees are defined in their relevant rules of procedure approved by the Board of Directors.  
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.  
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5
1.5. Committees of the Board of Directors  
The unabridged version of the rules of procedure of the Committees of the Board of Directors is available herein, followed by the  
composition of each Committee.  
1.5.1. Audit Committee  
At its meeting on February 12, 2013, the Board of Directors decided to amend the rules of procedure of the Audit Committee in order  
to more precisely formalize the missions and practices of the Committee.  
The unabridged version of the rules of procedure of the Audit Committee, as approved by the Board of Directors on February 12, 2013,  
is available herein.  
Rules of procedure (unabridged version)  
The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries,  
as the “Group”) has approved the following rules of procedure of the Company’s Audit Committee (hereafter, the “Committee”).  
The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors  
of TOTAL S.A.  
I. DUTIES  
To allow the Board of Directors of TOTAL S.A. to ensure that internal control is effective and that published information available  
to shareholders and financial markets is reliable, the duties of the Committee 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;  
supervising the audit by the statutory auditors of the Company’s statutory financial statements and consolidated financial statements;  
examining the assumptions used to prepare the financial statements, assessing the validity of the methods used to handle significant  
transactions and examining the Company’s statutory financial statements and consolidated annual, semi-annual, and quarterly financial  
statements prior to their examination by the Board of Directors, after regularly monitoring the financial situation, cash position and  
commitments included in the annual financial statements of the Company;  
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;  
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 (statutory auditors,  
annual report, etc.);  
reviewing the choice of appropriate accounting principles and methods used to prepare the company’s consolidated and statutory  
financial statements and ensuring the continuity of the methods;  
reviewing the Group’s policy for the use of derivative instruments;  
reviewing, if requested by the Board of Directors, major transactions contemplated by the Group;  
reviewing significant litigation annually;  
implementing and monitoring compliance with the financial code of ethics;  
proposing to the Board of Directors, 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;  
where applicable, reviewing significant transactions of the Group during which a conflict of interest may have occurred; and  
reviewing the procedure for booking the Group’s proved reserves.  
II. COMPOSITION  
The Committee is made up of at least three directors designated by the Board of Directors. Members must be independent directors.  
In selecting the members of the Committee, the Board of Directors pays particular attention to their independence and their financial  
and accounting qualifications.  
The Board of Directors appoints one of the members of the Committee to serve as the “financial expert” on the Committee.  
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.  
Members of the Committee may not receive from the Company and its subsidiaries, either directly or indirectly, any compensation other  
than: (i) directors’ fees paid for their services as directors or as members of the committee, or, if applicable, as members of another  
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committee of the Company’s Board; and (ii) 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 term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member  
of the Committee may be renewed at the same time as the appointment as director.  
However, the Board of Directors can change the composition of the Committee at any time.  
III. ORGANIZATION OF ACTIVITIES  
The Committee appoints its own Chairman. The Chairman appoints the Committee secretary, who may be the Chief Financial Officer  
of the Company.  
The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.  
The Committee meets at least seven times a year: each quarter to review the statutory financial statements of TOTAL S.A., the annual  
and quarterly consolidated financial statements, and at least three other times a year to review matters not directly related to the review  
of the quarterly financial statements.  
The Committee may also meet at the request of its Chairman, at least one half of its members, the Chairman and Chief Executive Officer,  
and, if the functions of Chairman of the Board of Directors and Chief Executive Officer are separate, the Chairman of the Board of Directors  
or the Chief Executive Officer.  
The Committee Chairman prepares the schedule of its meetings.  
At each committee meeting where the quarterly financial statements are reviewed, the Group’s Chief Financial Officer presents the  
consolidated and statutory financial statements of TOTAL S.A. as well as the Group’s financial position and, in particular, its liquidity, cash  
flow and debt situation. A memo describing the company’s risk exposure and off-balance sheet commitments is communicated to the Audit  
Committee. This review of the financial statements includes a presentation by the Statutory Auditors underscoring the key points observed  
during their work.  
As part of monitoring the efficiency of the internal control and risk management systems, the Committee is informed of the work program  
of the Group Internal Control and Audit Department and its organization, on which it may issue an opinion. The Committee also receives a  
summary of the internal audit reports, which is presented at each committee meeting where the quarterly financial statements are reviewed.  
The risk management processes implemented within the Group and updates to them are presented regularly to the Audit Committee.  
The Committee may meet with the Chairman and Chief Executive Officer and, if the functions of Chairman of the Board of Directors and  
Chief Executive Officer are separate, the Chairman of the Board of Directors, 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. The Chairman of the committee gives prior notice of such meeting to the Chairman and Chief Executive  
Officer and, if the functions of Chairman of the Board of Directors and Chief Executive Officer are separate, both the Chairman of the Board  
of Directors and the Chief Executive Officer. In particular, the Committee is authorized to consult with those involved in preparing or auditing  
the financial statements (Chief Financial Officer and principal Finance Department managers, Audit Department, Legal Department) by asking  
the Company’s Chief Financial Officer to call them to a meeting.  
The Committee consults with the statutory auditors and, at least once a year, without any Company representative being present.  
If it is informed of a substantial irregularity, it recommends that the Board of Directors take all appropriate action.  
If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to engage external  
consultants.  
The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee  
meeting. The Chairman of the Committee casts the deciding vote if an even number of members is present at the meeting.  
The Committee can adopt proposals intended for the Board of Directors without meeting if all the members of the Committee so agree  
and sign each proposal.  
A written summary of Committee meetings is drawn up.  
IV. REPORT  
The Committee submits written reports to the Board of Directors regarding its work.  
It periodically evaluates its performance based on these rules of procedure and, if applicable, offers suggestions for improving its performance.  
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Members of the Audit Committee in 2012  
financial and accounting fields, as illustrated in their summary  
professional background (see paragraph 1.1. above).  
The Committee is made up of three members.  
The Committee is chaired by Ms. Barbizet.  
The Committee’s members are Ms. Barbizet, Ms. Coisne-Roquette  
and, since January 12, 2012, Mr. Lamarche, who was appointed  
to replace his predecessor, Mr. de Rudder, who resigned from  
his position.  
At its meeting on July 28, 2011, the Board of Directors decided  
to appoint Ms. Barbizet to serve as the Audit Committee financial  
expert based on a recommendation by the Audit Committee.  
All of the members of the Committee are independent directors  
A summary of the Committee’s activities in 2012 is provided  
in paragraph 1.6.1. below.  
(see paragraph 1.8. below) and have recognized experience in the  
1.5.2. Compensation Committee  
The unabridged version of the rules of procedure of the Compensation Committee, as approved by the Board of Directors on February 9,  
012, is available herein.  
2
Rules of procedure (unabridged version)  
The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries,  
as the “Group”) has approved the following rules of procedure of the Company’s Compensation Committee (hereafter, the “Committee”).  
The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors  
of TOTAL S.A.  
The Committee is focused on:  
examining the executive compensation policies implemented by the Group and the compensation of members of the Executive Committee;  
evaluating the performance and recommending the compensation of each corporate executive officer; and  
preparing reports which the Company must present in these areas.  
I. DUTIES  
The Committee’s duties include:  
1
. examining the main objectives proposed by the Company’s general management regarding compensation of the Group’s executive  
officers, including stock option and restricted share grant plans and equity-based plans, and advising on this subject;  
. presenting recommendations and proposals to the Board of Directors concerning:  
2
compensation, pension and life insurance plans, in-kind benefits and other compensation (including severance benefits) for the  
corporate executive officers of the Company; in particular, the Committee proposes compensation structures that take into account  
the Company’s strategy, objectives and earnings and market practices,  
stock option and restricted share grants, particularly grants of registered shares to the corporate executive officers;  
3. examining the compensation of the members of the Executive Committee, including stock option and restricted share grant plans and  
equity-based plans, pension and insurance plans and in-kind benefits;  
4
5
6
. preparing and presenting reports in accordance with these rules of procedure;  
. examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders; and  
. preparing recommendations requested at any time by the Chairman of the Board of Directors or the general management of the  
Company regarding compensation.  
II. COMPOSITION  
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: (i) 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; (ii) 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 term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member  
of the Committee may be renewed at the same time as the appointment as director.  
However, the Board of Directors can change the composition of the Committee at any time.  
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III. ORGANIZATION OF ACTIVITIES  
The Committee appoints its Chairman and its secretary. The secretary is a Company senior executive.  
The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.  
The Committee meets at least twice a year. It meets on an as-needed basis through notice by its Chairman or by one-half of its members.  
The Committee invites the Chairman of the Board or the Chief Executive Officer of the Company, as applicable, to present  
recommendations. Neither the Chairman nor the Chief Executive Officer may be present during the Committee’s deliberations regarding his  
own situation. If the Chairman of the Board is not the Chief Executive Officer of the Company, the Chief Executive Officer may not be present  
during the Committee’s deliberations regarding the situation of the Chairman of the Board.  
While maintaining the appropriate level of confidentiality for its discussions, the Committee may request from the Chief Executive Officer  
to be assisted by 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 of Directors the resources to engage external  
consultants.  
The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee  
meeting. The Chairman of the Committee casts the deciding vote if an even number of Committee members is present at the meeting.  
The Committee can adopt proposals intended for the Board of Directors without meeting if all the members of the Committee so agree  
and sign each proposal.  
A written summary of Committee meetings is drawn up.  
IV. REPORT  
The Committee reports on its activities to the Board of Directors.  
At the request of the Chairman of the Board, the Committee examines all draft reports of the Company regarding compensation of the  
executive officers or any other issues relevant to its area of expertise.  
Members of the Compensation Committee  
in 2012  
The Compensation Committee has had five members since  
February 9, 2012, the date on which the Board of Directors  
decided to change the composition of the Committee.  
80% of the Committee members are independent directors, given  
that the Board of Directors considers Messrs. Artus, Brock, Mandil  
and Pébereau independent (see paragraph 1.8. below).  
The Committee’s members are Messrs. Artus, Desmarest and  
Pébereau, and, since February 9, 2012, Messrs. Brock and Mandil.  
The Committee is chaired by Mr. Pébereau.  
A summary of the Committee’s activities in 2012 is provided in  
paragraph 1.6.2. below.  
1.5.3. Nominating & Governance Committee  
The unabridged version of the rules of procedure of the Nominating & Governance Committee, as approved by the Board of Directors  
on February 9, 2012, is available herein.  
Rules of procedure (unabridged version)  
The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries, as the  
“Group”) has approved the following rules of procedure of the Company’s Nominating & Governance Committee (hereafter, the “Committee”).  
The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A.  
The Committee is focused on:  
recommending to the Board of Directors the persons that are qualified to be appointed as directors, so as to guarantee the scope  
of coverage of the Directors’ competencies and the diversity of their profiles;  
recommending to the Board of Directors the persons that are qualified to be appointed as corporate executive officers;  
preparing the Company’s corporate governance rules and supervising their implementation; and  
examining any questions referred to it by the Board or the Chairman of the Board, in particular questions related to ethics and situations  
of conflicting interests.  
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I. DUTIES  
The Committee’s duties include:  
1. presenting recommendations to the Board for its membership and the membership of its committees, and the qualification in terms  
of independence of each candidate for Directors’ positions on the Board of Directors;  
2. proposing annually to the Board of Directors the list of directors who may be considered as “independent directors”;  
3. examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders;  
4. assisting the Board of Directors in the selection and evaluation of the corporate executive officers and examining the preparation of their  
possible successors, including cases of unforeseeable absence;  
5
6
7
. recommending to the Board of Directors the persons that are qualified to be appointed as directors;  
. recommending to the Board of Directors the persons that are qualified to be appointed as members of a Committee of the Board of Directors;  
. proposing methods for the Board of Directors to evaluate its performance, and in particular preparing means of regular self-assessment  
of the workings of the Board of Directors, and the possible assessment thereof by an external consultant;  
. proposing to the Board of Directors the terms and conditions for allocating directors’ fees and the conditions under which expenses  
incurred by the directors are reimbursed;  
8
9
. developing and recommending to the Board of Directors the corporate governance principles applicable to the Company;  
10. examining any questions referred to it by the Board or the Chairman of the Board, in particular questions related to ethics and situations  
of conflicting interests;  
11. preparing recommendations requested at any time by the Board of Directors or the general management of the Company regarding  
appointments or governance.  
12.examining the conformity of the Company’s governance practices with the recommendations of the Code of Corporate Governance  
adopted by the Company; and  
13.examining changes in the duties of the Board of Directors.  
II. COMPOSITION  
The Committee is made up of at least three directors designated by the Board of Directors. At least one half of the members must be  
independent directors.  
Members of the Nominating & Governance Committee, other than the Company’s corporate executive officers, may not receive from  
the Company and its subsidiaries any compensation other than: (i) 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; (ii) 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 term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member  
of the Committee may be renewed at the same time as the appointment as director.  
However, the Board of Directors can change the composition of the Committee at any time.  
III. ORGANIZATION OF ACTIVITIES  
The Committee appoints its Chairman and its secretary. The secretary is a Company senior executive.  
The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.  
The Committee meets at least twice a year. It meets on an as-needed basis through notice by its Chairman or by one-half of its members.  
The Committee invites the Chairman of the Board or the Chief Executive Officer of the Company, as applicable, to present recommendations.  
The corporate executive officers, whether they are members of the Committee or invited to its meetings, may not be present at deliberations  
concerning their own situation.  
While maintaining the appropriate level of confidentiality for its discussions, the Committee may request from the Chief Executive Officer  
to be assisted by 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 of Directors the resources to engage external  
consultants.  
The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee  
meeting. The Chairman of the Committee casts the deciding vote if an even number of Committee members is present at the meeting.  
The Committee can adopt proposals intended for the Board of Directors without meeting if all the members of the Committee so agree  
and sign each proposal.  
A written summary of Committee meetings is drawn up.  
IV. REPORT  
The Committee reports on its activities to the Board of Directors.  
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Members of the Nominating & Governance  
Committee in 2012  
The Committee is chaired by Mr. Desmarest.  
0% of the Committee members are independent directors,  
8
The Nominating & Governance Committee has had five members  
since February 9, 2012, the date on which the Board of Directors  
decided to change the composition of the Committee.  
given that the Board of Directors considers Messrs. Artus, Brock,  
Collomb and Mandil independent (see paragraph 1.8. below).  
A summary of the Committee’s activities in 2012 is provided  
in paragraph 1.6.3. below.  
The Committee’s members are Messrs. Collomb and Desmarest,  
and, since February 9, 2012, Messrs. Artus, Brock and Mandil.  
1.5.4. Strategic Committee  
The unabridged version of the rules of procedure of the Strategic Committee, as approved by the Board of Directors on July 28, 2011,  
is available herein.  
Rules of procedure (unabridged version)  
The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A.  
I. DUTIES  
To allow the Board of Directors of TOTAL S.A. to ensure the Group’s development, the Committee’s duties include:  
examining the overall strategy of the Group proposed by the Company’s general management;  
examining operations that are of particular strategic importance; and  
reviewing competition and the resulting medium and long-term outlook for the Group.  
II. COMPOSITION  
The Committee is made up of at least five directors designated by the Board of Directors.  
Members of the Committee may not receive from the Company and its subsidiaries, either directly or indirectly, any compensation other than:  
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, or another Group company, which are not dependent  
upon future work or activities.  
The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member  
of the Committee may be renewed at the same time as the appointment as director.  
However, the Board of Directors can change the composition of the Committee at any time.  
III. ORGANIZATION OF ACTIVITIES  
The Chairman of the Board of Directors of the Company chairs the Committee. The Chairman appoints the Committee secretary, who may  
be the Secretary of the Board of Directors.  
The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.  
The Committee meets at least once a year and at the request of its Chairman, at least one-half of its members, or the Chief Executive Officer  
of the Company. The Committee Chairman prepares the schedule of its meetings.  
Directors who are not members of the Committee are free to participate in the Committee’s meetings. This voluntary participation entitles  
them to the same directors’ fees as those paid to the members of the Committee for attending meetings.  
The Committee may meet with the Chief Executive Officer, and, if applicable, any acting Managing Director of the Company and consult with  
managers of operating or non-operating departments, as may be useful in performing its duties. The Chairman of the Committee [if the latter  
is not the Chief Executive Officer of the Company] gives prior notice of such meeting to the Chief Executive Officer. In particular, the  
Committee is authorized to consult with the Vice President Strategy & Business Intelligence of the Company or the person delegated by the  
latter, by asking the Company’s Chief Executive Officer to call them to a meeting.  
If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to engage external consultants.  
A written summary of Committee meetings is drawn up.  
IV. REPORT  
The Committee submits written reports to the Board of Directors regarding its work.  
It periodically evaluates its performance based on these rules of procedure and, if applicable, offers suggestions for improving its performance.  
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Members of the Strategic Committee in 2012  
Mr. de Margerie chairs the Committee.  
The Strategic Committee has been made up of eight members  
since its creation.  
Three-fourths of the Committee members are independent  
directors, given that the Board of Directors considers Mmes.  
Barbizet, Kux and Lauvergeon and Messrs. Brock, Lamarche  
and Mandil independent (see paragraph 1.8. below).  
The Committee’s members are Mmes. Barbizet, Kux and Lauvergeon  
and Messrs. de Margerie, Brock, Desmarest, Mandil and, since  
January 12, 2012, Mr. Lamarche, who was appointed to replace  
his predecessor, Mr. de Rudder, who resigned from his position.  
A summary of the Committee’s activities in 2012 is provided  
in paragraph 1.6.4. below.  
1.6. Activity of the Board of Directors and its Committees in 2012  
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.  
– assessment of the directors’ independence and report  
on the absence of conflicts of interest;  
– proposal to renew directorships and appoint a new director;  
– proposal to renew and appoint Committees’ members;  
– review of the amount of directors’ fees allocated to directors  
and Committees’ members;  
The Board of Directors held nine meetings in 2012. The attendance  
rate for all the directors was 96.3%.  
compensation of the corporate executive officers (without  
the Chairman and Chief Executive Officer present);  
The Audit Committee held eight meetings. The attendance rate for  
its members was 91.7%.  
– amendment of the principles and rules applied to determine  
the compensation of the corporate executive officers;  
Shareholders’ Meeting notice and approval of the documents  
related to this meeting;  
review of contributions of securities of subsidiaries by  
TOTAL S.A. as part of the reorganization of marketing.  
The Compensation Committee held three meetings, with 92.9%  
attendance.  
The Nominating & Governance Committee held two meetings, with  
100% attendance.  
March 23  
The Strategic Committee held one meeting, with 100% attendance.  
preparation of the Shareholders’ Meeting: review of various  
Chapters of the Registration Document forming the Management  
Report within the meaning of the French Commercial Code  
A table summarizing individual attendance at the Board of Directors  
and Committee meetings is provided in paragraph 5.2. below.  
(particularly, risk factors, compensation, legal and arbitration  
Board of Directors’ meetings in 2012  
proceedings, corporate, environmental and social responsibility);  
review of requests made by the central works council to include  
draft resolutions on the Shareholders’ Meeting agenda;  
approval of the startup of the Egina field development project  
in Nigeria;  
summary of the Ethics Committee activities, including  
a description of policies implemented for the prevention  
of and the fight against fraud and corruption;  
The meetings included, but were not limited to, a review of the  
following subjects:  
January 12  
resignation of a director;  
nomination of a new director;  
strategic perspectives for Chemicals, including lines of  
development for reducing energy consumption, priority for safety  
and prevention of major environmental risks;  
2012 Budget;  
Group financial policy; and  
establishment of the schedule related to the payment of interim  
dividends and the balance of the dividend for 2013.  
Group insurance policy;  
April 26  
approval of the proposed investment in the Ichthys LNG project,  
giant gas field located offshore in northwestern Australia, for  
which environmental authorisations were obtained in 2011; and  
information on other ongoing projects: Midstream Open Seasons  
notification of the Board regarding the situation at the Elgin field  
United Kingdom) and the OML 58 license (Nigeria);  
(
results for the first quarter 2012; and  
payment of an interim dividend.  
(Canada), Fort Hills Upgrader (Suncor – Canada), Utica (USA),  
Termokarstovoye (Russia), Tempa Rossa (Italy), Hild (Norway),  
with environmental information for each (Group’s requirements,  
impacts, etc.).  
May 11 – pre-shareholders’ meeting  
review of the draft responses to the written questions submitted  
by shareholders.  
February 9  
May 11 – post-shareholders’ meeting  
2011 accounts (consolidated financial statements, parent  
company accounts);  
main financial communications, including industrial safety  
and social aspects;  
comparison of earnings with those of major oil companies;  
debate on the Board of Directors’ practices;  
amendment of the rules of procedure of the Board of Directors,  
the Nominating & Governance Committee and the  
Compensation Committee;  
nomination of the Chairman and Chief Executive Officer and  
maintenance of the form of management;  
compensation of the Chairman and Chief Executive Officer  
and commitments made to him by the Company (without  
the Chairman and Chief Executive Officer present).  
July 26  
strategic perspectives of the Refining & Chemicals segment including  
safety aspects and prevention of major environmental risks;  
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results for the second quarter and the first half 2012;  
payment of an interim dividend;  
presentation of the Company’s equal opportunity and salary  
equality policy and comparative status of overall employment  
and training conditions for women and men in the company;  
grant of performance shares.  
management of employee benefits and assets under management  
related to retirement risk coverage was made to the Committee.  
The Committee also reviewed the mapping of the Accounting  
Department’s risks and the functions of the consolidation  
department in terms of accounting standards. It was informed  
of the main changes in standards in progress.  
September 18  
– the Committee met on April 24 to assess the progress made  
in handling the Elgin and OML 58 accidents, to review the  
consolidated and statutory financial statements of TOTAL S.A for  
the first quarter 2012, and to review the Group’s financial and tax  
position as well as its tax risk management and prevention policy.  
The statutory auditors presented a summary of their limited  
review. As part of the risk management process, the guidelines  
proposed for Group internal control and risk management  
managers were presented to the Committee, along with a  
proposed Risk Management, Internal Control and Audit Charter.  
strategic perspectives of the Upstream segment (Exploration  
Production and Gas & Power) with a presentation of safety  
&
indicators and environmental objectives (particularly, greenhouse  
gases);  
financial communication at mid-2012; and  
information on the proposed development of the Kashagan field  
in Kazakhstan;  
capital increase reserved for Group employees.  
October 30  
At its meeting on July 24, the Committee reviewed the  
consolidated financial statements for the second quarter and the  
first half of 2012 and the statutory financial statements of  
TOTAL S.A. The statutory auditors presented a summary of their  
limited review. The Committee was informed of the status of the  
negotiations with the US authorities and the proposed  
settlements in the pending proceedings on the pursuit of  
business in Iran. Additional information regarding the latest  
developments related to the proposed settlements was provided  
to the Audit Committee at a special meeting held on July 26.  
summary of the Strategic Committee activities;  
strategic perspectives of the Marketing & Services segment  
(including New Energies, particularly solar and biomass);  
Group 5-year plan;  
results for the third quarter 2012;  
payment of an interim dividend; and  
approval of the proposed sale of the Group’s share in the Usan  
(OML 138) field in Nigeria.  
1
.6.1. Audit Committee activity  
– On October 10, the Committee conducted a review of an  
adjustment item in the context of the determination of the main  
indicators of the information by business segment, “the effects of  
changes in fair value”. It also reviewed the Group’s significant  
litigation. It then received an update on the mapping of the risks  
of the Trading & Shipping division, which began in 2010. It was  
also informed of the methods for managing the Group’s long-term  
debt and the choice of financing currencies. The statutory  
auditors presented to the Committee their analysis of the specific  
important points noted during the audit of the 2012 financial  
statements. At this meeting, the Committee also reviewed the  
budget allocated to the statutory auditors’ fees. The members  
of the Committee then met with the statutory auditors without  
management being present.  
In 2012, the members of the Audit Committee reviewed the  
following matters:  
At its meeting on February 7, the Committee reviewed the  
accounts for the fourth quarter of 2011, the annual consolidated  
statements report for the Group and the statutory accounts of  
parent company TOTAL S.A. for 2011. The statutory auditors  
presented a summary of their work performed in accordance  
with French and American professional audit standards. The  
Committee reviewed the Group’s financial position. The Vice  
President of Internal Control and Corporate Audit presented the  
conclusions of the audits conducted in 2011 and the audit plan  
proposed for 2012. He commented on the results of the  
assessment of internal control on financial reporting conducted  
for fiscal year 2011 as part of the implementation of the  
Sarbanes-Oxley Act. The statutory auditors also presented  
a summary of their assessments of internal control related  
to financial reporting as part of the SOX 404 process.  
The Committee also reviewed the draft of the Chairman’s report  
on internal control and risk management procedures. The Vice  
President of the Group Risk and Insurance Assessment  
Department presented the insurance policy to the Committee.  
The Vice President of the Group Legal Department presented the  
background and status of the pending proceedings related to the  
investigation launched by the SEC and the US Department  
of Justice (DoJ) concerning the pursuit of business in Iran.  
– The meeting held on October 26 concerned the review of the  
consolidated and statutory financial statements of TOTAL S.A.  
for the third quarter of 2012 and for the first nine months of  
2012. The statutory auditors presented a summary of their  
limited review. The Committee was informed that the relevant  
employees acted in compliance with the provisions of the  
Financial Code of Ethics and approved the proposed update of  
this Financial Code of Ethics to take into account the changes  
made in the business segments.  
At each committee meeting related to the quarterly financial  
statements, the Committee reviewed the Group’s financial position  
in terms of liquidity, cash flow and debt, as well as its significant  
risks and off-balance sheet commitments. The Audit Committee  
was periodically informed of the risk management processes  
implemented within the Group and the work carried out by the  
Internal Audit Department which was presented at each committee  
meeting where the quarterly financial statements were reviewed.  
On April 2, the Committee met to assess the impact for the  
group of the gas leak in the G4 well on the Elgin field platform  
(North Sea). The Committee also took note of the operational  
difficulties occurred on the OML 58 license in Nigeria.  
At its meeting on April 11, the Committee was informed of  
developments related to the Elgin and OML 58 accidents. The  
Committee then reviewed the hydrocarbon reserves evaluation  
process at year-end 2011. A presentation on the controls and  
The Audit Committee reviewed the accounts within the time limits  
required by the AFEP-MEDEF Code, namely two days prior to the  
review by the Board of Directors.  
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5
The statutory auditors attended all Audit Committee meetings held  
in 2012, except the meeting on July 26.  
– results of the formal evaluation of the Board’s results of the  
formal evaluation of the Board’s work carried out by means  
of a detailed questionnaire completed by all of the directors.  
The Committee suggested improvements mainly relating to more  
in-depth strategic reflection, which has already been put in place  
with the Strategic Committee;  
The Chief Financial Officer, the Vice President Accounting, the Vice  
President Internal Control and Audit and the Treasurer attended all  
the Audit Committee meetings, except the meeting on July 26 in  
which only the Chief Financial Officer participated.  
composition of the Board of Directors and Committees,  
particularly with regard to diversity and independence criteria,  
following the Committee’s proposal to change the composition of  
the Compensation Committee and the  
The Chairman of the Committee reported to the Board of Directors  
on the Committee’s activities.  
1.6.2. Compensation Committee activity  
Nominating & Governance Committee;  
proposals to the Board of Directors regarding the assessment of  
the independence of the directors based on the independence  
criteria specified in the AFEP-MEDEF Code;  
At its meeting on February 8, 2012, the Committee reviewed:  
the proposed changes to the principles and rules applied to  
determine the compensation and other benefits of the corporate  
executive officers with regard to the procedures for revising their  
fixed and variable compensation and monitoring of this  
proposals to the Board of Directors regarding the list of directors  
to be recommended for appointment by the 2012 Shareholders’  
Meeting, which included the recommendation of one woman.  
compensation by the Board of Directors, as well as the provisions  
concerning the award and holding of performance shares  
– review of the terms and conditions for allocating directors’ fees to  
directors and Committees’ members. The Committee decided to  
not propose changing the amount of the limit allocated by the  
the commitments regarding the Chairman and Chief Executive  
Officer related to insurance and pension conditions and his  
severance benefits, subject to the renewal of his appointments  
as director and Chairman and Chief Executive Officer;  
2007 Shareholders’ Meeting and, if necessary, to pay directors  
prorated amounts in order to remain within this limit.  
review of the rules of procedure of the Board of Directors, the  
Nominating & Governance Committee and the Compensation  
Committee. The committee approved proposed changes to be  
submitted to the Board of Directors in order to take into account  
the creation of the Strategic Committee and to specify the  
objectives and certain duties of the committees;  
the 2012 compensation policy for corporate executive officers.  
The Committee proposed the compensation for the Chairman and  
Chief Executive Officer (variable portion for his duties in 2011), after  
considering the compensation paid to the corporate executives  
of the main CAC 40 companies. It also decided on restrictions  
on share transfers by the Chairman and Chief Executive Officer;  
review, for the parts within its remit, reports of the Board of  
Directors or its Chairman to be provided to the shareholders.  
the compensation policy for the members of the Executive  
Committee;  
At its meeting on October 29, 2012, the Committee discussed  
changes in the composition of the Board of Directors to be  
anticipated in 2013. It reviewed the proposed changes to the rules  
of procedure of the Board of Directors regarding transactions in the  
Company’s financial instruments, and more specifically the  
abstention periods preceding the publication of the periodic  
financial statements, by proposing that this period be increased  
from fifteen days to thirty days. It also proposed a more precise  
formalization of the preventive rules applicable to directors for  
transactions in the financial instruments of the Company,  
subsidiaries of the Company and listed companies in which  
TOTAL holds an interest, as well as the rules prohibiting  
transactions in financial instruments related to the Company’s  
share, buying on margin or short selling these financial instruments,  
and hedging transactions.  
the proposed course of action regarding the share subscription  
option and performance share grant policy;  
for the parts within its remit, the information and reports of the  
Board of Directors or its Chairman to be provided to the  
shareholders.  
At its meeting held on July 25, 2012, the Committee decided  
to propose to the Board an amendment to the stock options and  
performance shares grant policy and to grant only performance  
shares for 2012. It then approved the proposed performance share  
grant plan for 2012.  
The Committee was also informed of the recommendations and  
avenues of reflection regarding the compensation of executive  
officers published in AMF recommendation No. 2012-02 of  
February 9, 2012, as well as the rules published by the SEC on  
June 21, 2012 pursuant to Section 592 of the Dodd-Frank Act  
regarding the independence of the members of the Compensation  
Committee and compensation consultants.  
The Committee was also informed of the recommendations and  
avenues of reflection regarding corporate governance published in  
AMF recommendation No. 2012-02 of February 9, 2012, the AMF’s  
2
012 report on corporate governance and the compensation  
On October 29, the Committee met to review the performance  
share grant policy and certain pension plans. It was also informed  
of the conclusions of the 2012 AMF report on corporate governance  
and compensation of executive officers of listed companies.  
of executive officers of publicly-traded companies.  
1.6.4. Strategic Committee activity  
The Strategic Committee met on September 18, 2012. It was  
informed of the unconventional hydrocarbon development plan.  
It then reviewed the comparison between the Company and  
leading national and international oil companies.  
1
.6.3. Nominating & Governance  
Committee activity  
At its meeting on February 8, 2012, the Nominating & Governance  
Committee reviewed the following:  
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1.7. Board of Directors practices  
1
.7.1. Management form  
bodies given the high proportion of independent directors serving  
on the Board and Committees (see paragraph 1.8. below), the full  
involvement of the directors in the activity of the Board and  
Committees (see paragraph 5.2. below), and the diversity of their  
profiles, skills and expertise (see paragraph 1.1. above).  
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 as Chairman of the Board. This decision  
was made further to the work done by the Nominating & Governance  
Committee and in the best interests of the Company, taking into  
account the advantage of the unified management and the majority  
of independent directors appointed at the Committees, which  
ensures balanced authority.  
1.7.2. Performance and evaluation  
At its meeting of February 9, 2012, the Board of Directors  
discussed its practices on the basis of a formal evaluation carried  
out by means of a detailed questionnaire completed by all of the  
directors. The responses were then submitted for examination  
by the Nominating & Governance Committee and summarized.  
This summary was discussed by the Board of Directors.  
The Board of Directors deemed that the unified management form  
was the most appropriate to the Group’s organization, modus operandi  
and business, and the specificities of the oil and gas sector. It respects  
the respective prerogatives of the various Company instances  
(
Shareholders’ Meeting, Board of Directors, general management).  
The formal evaluation showed a generally positive opinion of the  
practices of the Board of Directors and the Committees, which  
highlighted that the improvements requested by the directors in 2011  
had been made. The Board therefore stated that it was generally  
satisfied with its practices and suggested improvements mainly  
relating to more in-depth strategic reflection. This has already been  
put in place with the Strategic Committee, and work in this area will  
continue for the benefit of the Board of Directors and the Group.  
It was confirmed during the Board of Directors’ meeting held  
on May 11, 2012, at which Mr. Christophe de Margerie was  
reappointed as Chairman and Chief Executive Officer.  
Moreover, the Company by-laws and the respective rules of  
procedure of the Board of Directors and the Committees provide  
the guarantees required to implement best governance practices  
within a unified management framework. In particular, the by-laws  
allow the Board to nominate one or two Vice-Chairmen. They also  
state that the Board of Directors can be summoned by any means,  
even verbally, or at short notice in the event of an emergency,  
by the Chairman, a Vice-Chairman, or one-third of the members,  
at any time and whenever the Company’s interest so requires. The  
rules of procedure of the Board of Directors also state that each  
director is required to inform the Board of Directors of any conflicts  
of interest, actual or potential, with the Company or with any other  
company in the Group, and to abstain from voting on the resolution  
in question, and even to refrain from taking part in the debate  
preceding the vote.  
At its meeting on February 12, 2013, the Board of Directors  
discussed its practices on the basis of a formal evaluation  
organized by an external consultant. This evaluation was carried  
out in the form of interviews conducted by the external consultant  
with each Director based on a detailed questionnaire.  
The evaluation showed that the Directors were satisfied with the  
workings of the Board of Directors and its Committees and that  
the Directors noted an improvement. Suggestions for progress  
were made in the conclusions of the report. At the recommendation  
of the Nominating & Governance Committee, the Board of Directors  
approved the proposed guidelines, which mainly entail increasing  
the number of Strategic Committee meetings and holding a Board  
meeting at an industrial site.  
In addition, the current composition of the Board of Directors and  
its Committees ensures a balance of power within the Company’s  
1.8. Director independence  
At its meeting on February 12, 2013, the Board of Directors, on the  
recommendation of the Nominating & Governance Committee,  
reviewed the independence of the Company’s directors as of  
December 31, 2012. At the Committee’s suggestion, the Board  
considered that, pursuant to the AFEP-MEDEF Code, a director  
is independent when “he or she has no relationship of any kind with  
the Company, its Group or its Management, that may compromise  
the exercise of his or her freedom of judgment”.  
– not to be related by close family ties to a corporate executive officer;  
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 of the term of office during which the 12-year  
limit was reached).  
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.  
For each director, this assessment relies on the independence criteria  
set forth in the AFEP-MEDEF Code as reminded hereafter:  
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;  
With regard to the criterion applicable to twelve years of service,  
the Board, at its meeting on February 12, 2013, pursuant to the  
report of the Nominating & Governance Committee, observed that  
Mr. Collomb, Ms. Lauvergeon and Mr. Pébereau had exceeded  
not to be a 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;  
12 years of service on December 31, 2012. In assessing the  
independence of these directors, the Board disregarded this criterion  
considering that it has no relevance given the specific characteristics  
of the oil and gas sector, which relies on long-term investment cycles  
on one hand and given the objectivity that these three directors have  
demonstrated in the Board’s activity on the other hand. Besides,  
not to be a material customer, supplier, investment banker or  
commercial banker of the Company or Group, and for which the  
Company or the Group is not a material part of their business;  
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it deemed that the experience acquired on the Board by these three  
directors strengthened their freedom of speech and their  
Likewise, the Board of Directors also deemed that the level  
of activity between Group companies and one of its suppliers,  
Vallourec, of which Ms. Idrac is a member of the Supervisory  
Board, which is less than 3.1% of Vallourec’s turnover(2) and less  
than 0.6% of the Group’s purchasing in 2012, represents neither  
a material portion of the supplier’s overall activity nor a material  
portion of the Group’s purchasing. The Board concluded that  
Ms. Idrac could be considered independent.  
independence of judgment and benefited the Group. The Board also  
noted that the criterion related to the length of term of office was not  
one of the independence criteria required by the New York Stock  
Exchange (NYSE). Accordingly, it held that Mr. Collomb, Ms.  
Lauvergeon and Mr. Pébereau could be deemed as independent.  
Concerning “material” relationships, as a customer, supplier,  
investment banker or finance banker, between a director and the  
Company, the Board deemed that the level of activity between Group  
companies and a bank at which Mr. Pébereau is a former corporate  
executive officer, which is less than 0.1% of its net banking income(1)  
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 could be considered independent.  
Furthermore, the Board deemed that the level of activity between  
Group companies and Stena AB of which Mr. Brock is a director,  
was nil in 2012. The Board concluded that Mr. Brock could be  
considered independent.  
Mmes. Barbizet, Coisne-Roquette, Idrac, Kux and Lauvergeon,  
and Messrs. Artus, Brock, Collomb, Desmarais, Lamarche, Mandil,  
and Pébereau were deemed to be independent directors.  
80% of the directors were independent on December 31, 2012.  
1.9. Additional information on the members of the Board of Directors  
1.9.1. Absence of conflicts of interest  
1.9.2. Absence of a conviction  
The Board also noted the absence of potential conflicts between  
the Directors’ duties in the best 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  
subsidiaries and providing for special benefits upon termination  
of such agreement.  
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.  
1.10. Internal control and risk management  
General Management constantly strives to maintain an efficient  
internal control system, based on clear organizational principles,  
an effective system to identify and manage risks and suitable  
governance instances and control activities. The internal control  
framework adopted by the Group 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 execution of operations, accurate reporting of financial  
and accounting information, compliance with applicable laws and  
regulations and the protection of assets. As for any system for  
internal control, there can be no guarantee that all risks are  
completely managed or eliminated. In terms of risk management,  
the Group draws on the principal international (COSO and ISO  
and training that conform to the Group’s overall framework. The  
Group has implemented a shared database of its key documents  
(REFLEX), which contains the various standards broken down into  
categories (charters, policies, guidelines, rules, procedures, guides  
and manuals). The governance framework of these standards and  
the principles regarding their adoption by the business segments  
are being finalized.  
The Group is structured around three business segments (Upstream,  
Refining & Chemicals, Marketing & Services) to which the Group’s  
business units report. The business segment managers are  
responsible, within their area of responsibility, for ensuring that  
operations are carried out in accordance with the strategic objectives  
defined by the Board of Directors and General Management.  
3
1000: 2009) and national standards (frame of reference of the  
The functional divisions help General Management define  
and oversee the norms and standards and monitor activities.  
They also lend their expertise to the operational divisions.  
French Financial Markets Authority).  
The Group’s internal control and risk management system  
is organized around three operational levels: Group, business  
segments and entities. Each level is directly involved in and  
responsible for designing and implementing internal control, in line  
with the degree of centralization targeted by General Management.  
The functional divisions mainly include the Finance Department (to which  
the Group Risk and Insurance Assessment Department and the Group  
Information Technology Department report), the Legal Department  
and Corporate Affairs (to which the Group Internal Control and Audit  
Department and the Sustainable Development and Environment,  
Human Resources, Security and Industrial Safety departments report).  
At each of the three levels, specific internal control procedures  
cover organization, delegations of authority and employee education  
(
1) 2012 net banking income estimated based on BNP Paribas financial statements as of September 30, 2012.  
(2) Based on the 2011 consolidated turnover published by Vallourec.  
Registration Document 2012. TOTAL  
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In line with previous action taken in the area of internal control and  
risk management, in 2012 General Management formalized a Risk  
Management, Internal Control and Audit charter, which forms the  
common framework within which the Group manages its activities.  
any type. These guidelines reaffirm the zero tolerance principle as  
it relates to fraud, and supplement and clarify the rules of ethical  
behavior applicable to all the Group’s employees.  
In the same way as efforts to prevent corruption are organized,  
a network of Fraud Risk coordinators has been set up to implement  
this program.  
The Group’s internal control system covers the processes of the  
fully consolidated subsidiaries, and a study is underway regarding  
the implementation of a more structured internal control system  
at the equity affiliates.  
A policy aimed at ensuring compliance with competition law and  
preventing violations in this area was also adopted as a follow-up  
to the various measures previously taken by the business segments.  
Its deployment is based on a dedicated organization, the  
Under these internal control principles, which are part of the  
corporate governance organization, 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 that  
internal control is effective and that published information available  
to shareholders and financial markets is reliable.  
involvement of hierarchies and staff, and a warning process.  
The Group’s Ethics Department implements a policy to prevent insider  
trading on the financial markets which is based, in particular, on the  
Group’s internal ethical rules. These rules are updated on a regular  
basis and widely distributed to employees who are permanently or  
occasionally in possession of insider knowledge about the Group.  
These ethical rules require, in particular, that permanent insiders refrain  
from carrying out any transactions, including hedging transactions,  
in TOTAL shares or ADRs and in shares in collective investment plans  
The Group’s internal control and risk management system is based  
on the five factors below, which are derived from the COSO.  
(
FCPE) invested primarily in TOTAL shares (as well as derivatives  
1
.10.1. Control environment  
related to such shares) on the day on which the Company discloses  
its periodic earnings (quarterly, interim and annual) and during the  
3
The control environment is based on the Group’s core values  
that are deeply rooted in its culture, including the integrity, ethical  
conduct and professional competence of its employees.  
0 calendar days preceding such date.  
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.  
The Group’s values and business principles are set out in the Code  
of Conduct and the Ethics Charter, circulated to employees and  
available on the Group’s Internet site, and in the Financial Code  
of Ethics which, referring to 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 managers of its principal activities.  
In this regard, in order to prevent conflicts of interest and at the initiative  
of the Ethics Department, each of the Group’s executive officers  
completes an annual declaration regarding any conflicts of interest  
to which he or she may be subject. By completing this declaration,  
each executive officer also agrees to report to the Ethics Committee  
or to his or her supervisor any conflict of interest that he or she has  
had or of which he or she is aware in performing his or her duties.  
These values and principles are also cascaded in codes,  
procedures and guidelines governing the significant processes  
of the business segments or the Group. 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  
applicable to all employees and expected in host countries.  
Each year, the entities’ general managers and financial managers  
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.  
More specifically, the Group has been deploying ethics and compliance  
programs since 2009, as a priority defined by General Management.  
1.10.2. Risk identification, assessment  
and management  
This is why, at the end of 2009, the Executive Committee formally  
approved a conformity policy and program designed to prevent  
corruption.  
The Executive Committee is responsible for analyzing the internal  
and external risks that could impact TOTAL’s performance, with the  
assistance of the Group Risk Committee and the internal control  
and internal audit departments.  
The Group has therefore defined and published a series of internal  
standards (guidelines, procedures) since 2011. These specific  
standards, which take into account relevant applicable laws, cover  
various subjects (business partnerships, intermediaries, purchases  
and sales, gifts, etc.).  
Set up in April 2011, the Group Risk Committee (GRC) organizes  
and oversees the global risk management system.  
The GRC reports to the Executive Committee and is made up  
of managers from the central functional divisions and the general  
secretaries or chief financial officers of the business segments.  
It meets at least six times a year. Its two main functions are to  
identify risks that could prevent the Group from achieving its  
objectives and to ensure the existence and effectiveness of risk  
management systems that they are adapted to the Group’s needs.  
To support the launch of this program,  
an e-learning module has been designed in twelve languages.  
At the end of December 2012, more than 40,000 employees  
had followed this module, and  
over 350 Conformity Managers have been appointed and trained  
at the business segments, subsidiaries and entities. Their role is to  
ensure that the program is actually implemented at the local level.  
The GRC relies on the work done by the business segments and  
the functional divisions, which draw up their risk maps and regularly  
report to the Audit Committee on their state of progress.  
The Group has also issued guidelines in order to consolidate its  
policies designed to prevent and respond to instances of fraud of  
The entities are responsible for implementing a risk management  
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Corporate governance  
Report of the Chairman of the Board of Directors  
5
policy best suited to their specific activities. However, today certain  
inter-departmental risks are more closely coordinated by the  
respective functional divisions.  
1.10.3. 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 entities.  
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  
General 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 (CORISK), whose assessments are transmitted to the  
Executive Committee. As part of this review, the CORISK verifies  
the analysis of the various project-related risks.  
&
Production activities; and industrial and environmental risks  
related to the sectors in which the Group is active.  
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.  
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 reconciliation between quarterly  
published consolidated financial statements and reporting. These  
processes are supervised by the Accounting and Budget/Financial  
Control Departments, which are part of the Finance Department,  
and are performed in compliance with financial reporting standards,  
consistent and compliant with the accounting standards used for  
the published financial statements. Financial indicators and the  
accounting methods used allow appropriate assessment of risks  
and return on average capital employed (ROACE).  
With regard to counterparty risks, credit limits and risk analysis  
processes are set and updated regularly, for each activity.  
The broad range of activities and countries in which the Group  
operates 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 legislation.  
Operating entities 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 in order 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.  
Moreover, the Group’s Accounting Department draws up a quarterly  
report of consolidated off-balance sheet commitments as part of  
the closure of the consolidated financial statements. The financial  
reporting manual contains a procedure to identify and escalate off-  
balance sheet commitments.  
The Group’s Accounting Department centralizes the interpretation  
of accounting standards applicable to the Group ’s 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 Group also has a crisis management process which relies  
on a permanent on-call system, regular exercises conducted at the  
industrial sites of the fully consolidated subsidiaries, a benchmark of  
the best practices of international companies, training courses in crisis  
management and communication, as well as procedures, emergency  
booklets and tools that can be used in the event of a crisis.  
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 General Management. Cash and cash equivalents,  
financial positions and financial instruments are centralized by the  
Treasury Department.  
The organization set up in the event of a crisis is deployed at two  
levels:  
Oil and gas reserves are reviewed by a committee of experts (the  
Reserves Committee), approved by the Exploration & Production  
division’s senior management and then confirmed by the Group’s  
General Management.  
at the local level (country, site or entities), a crisis unit is  
responsible for ensuring operational management and  
implementing the emergency plans;  
at the head office level, a crisis unit made up of a multi-  
disciplinary team is tasked with assessing the situation and  
overseeing crisis management. This central unit provides the  
necessary expertise and mobilizes additional resources to assist  
the local crisis unit, when necessary.  
The Disclosure Committee, whose members are the managers  
of the main corporate departments, establishes and maintains  
procedures designed to ensure the quality and accuracy of external  
communications intended for financial markets.  
At the business segments and entity 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, as well as the account closure  
process including in particular control of amortization, depreciation,  
provisions and identification of off-balance sheet commitments.  
These two units coordinate their actions closely.  
This process was fully implemented in the spring of 2012 following  
the accidents in the North Sea (Elgin platform) and in Nigeria (Ibewa).  
The “Risk Factors” section of this Registration Document (Chapter 4)  
contains a formal and extensive description of the principal risks  
faced by the Group and how the Group manages these risks and  
secures appropriate insurance coverage.  
The Group has implemented a range of procedures and programs  
that help to prevent, detect and limit different types of fraud. This  
Registration Document 2012. TOTAL  
117  
Corporate governance  
5
Report of the Chairman of the Board of Directors  
effort is supported by the business principles and rules of individual  
behavior described in the Code of Conduct and in procedures,  
charters and codes issued at the Group business segment level.  
The Group has also issued “Guidelines” for handling incidents of  
fraud which have been widely distributed to employees.  
These guidelines create a whistleblowing system which employees  
can use to report circumstances that might amount to fraud.  
In addition, a specific process is in place for reporting irregularities  
related to accounting, internal control and auditing matters.  
This warning process, implemented at the request of the Audit  
Committee is monitored by this committee and may be used by  
shareholders, employees and third parties.  
Internal Control and Group Audit are the two components of the  
Internal Control and Group Audit department, which reports to  
the Executive Committee through the Chief Administrative Officer.  
The Group Internal Control department is tasked with managing  
the Group’s internal controls, and in particular:  
– organizing and maintaining the global internal control system,  
ensuring that it is distributed and adopted throughout the Group  
and that it is continuously improved;  
making sure that the Group complies with regulations applying  
to the internal control of financial information, and in particular  
the Sarbanes-Oxley act and the law on Financial Security;  
The Company also has a Financial Code of Ethics which the Audit  
Committee ensures is implemented and observed. This Code  
makes reference to the Group’s Code of Conduct and sets forth  
specific rules for its Chairman, Chief Executive Officer, Chief  
Financial Officer, Chief Accounting Officer and the financial and  
accounting managers of its principal activities. In 2012, this Code  
was updated to reflect the new organization of the Group’s  
activities. The changes were approved by the Audit Committee  
at its meeting held on October 26, 2012.  
coordinating the Group-wide risk management measures,  
in particular with regard to combating fraud, and contributing  
to all the integrity policy initiatives.  
The central Group Audit function is mainly responsible for auditing  
the internal control system. 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.  
In 2012, the Group Internal Control and Audit Department’s 70  
auditors conducted more than 160 audits. The Vice President  
of Group Internal Control and Audit attended all Audit Committee  
meetings and reported quarterly on Group Audit activity and  
annually on the conclusions of Internal Control activity.  
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 the  
organization’s needs and to limit information security risks. These  
rules are implemented across the Group under the responsibility  
of the various business segments.  
The Group’s General Management is responsible for implementing  
and assessing internal control over financial reporting. In this context,  
TOTAL evaluated awareness and implementation of its internal  
control system, based on the COSO framework, in its main entities.  
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 CSR  
With the assistance of its main entities and the Group Internal Control  
and Audit Department, 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  
in financial year 2012 pursuant to section 404 of the Sarbanes-Oxley  
Act. The system used is based on the following categorization:  
(Corporate Social Responsibility) report.  
1
.10.4. Information and communication  
significant entities assess their key operational controls based on  
their significant processes and respond to a Group questionnaire  
for assessing the internal control system, and;  
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  
entity level. These procedures are circulated in memorandums  
and are also available on the intranet sites of the Group and,  
the business segments whenever they are common.  
– other less significant entities respond only to the Group  
questionnaire for assessing the internal control system.  
These two categories of entities account for approximately 80% of  
the financial items in the Group’s financial statements. The system  
covers all processes that directly or indirectly contribute to the  
reliability of financial reporting.  
The principal procedures regarding financial controls established  
at the corporate level cover acquisitions and disposals, capital  
expenditure, financing and cash management, budget control and  
financial reporting. Disclosure controls and procedures are in place.  
At the operating levels, they mainly consist of procedures, guidelines  
and recommendations covering safety and security (both industrial  
and information technology), health, the environment and  
sustainable development.  
Based on these internal reviews, General Management has reasonable  
assurance of the effectiveness of the Group’s internal control.  
If points of progress are identified by these internal audits and  
operational checks, then corrective action plans are drawn up and  
closely monitored by the operatives and the Group Internal Control  
and Audit Department.  
The procedures for the business sectors primarily concern financial  
control specific to each sector. At the entity level, the principles of  
the Group’s overall framework are implemented through specific  
procedures tailored to the size and environment of operations.  
The statutory auditors perform those internal control audits that  
they deem necessary as part of their mission to certify the financial  
statements and present their observations to the Audit Committee.  
For 2012, the statutory auditors reviewed the implementation of the  
Group’s internal control framework and the design and effectiveness  
of key internal controls at its main entities 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
.10.5. Monitoring  
Together, the holding company, the business segments and the  
entities are responsible for monitoring internal control in their  
respective operations.  
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Report of the Chairman of the Board of Directors  
5
1.11. Particular conditions regarding participation in Shareholder’s Meetings  
Shareholders’ Meetings are convened and deliberate under 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%.  
conditions provided by law. However, pursuant to Article 18 of the  
Company’s by-laws, double voting rights are granted to of the  
shares held in the name of the same shareholder for at least two  
years. This same article also provides that no shareholder may cast  
a vote at a shareholders’ meeting, either by himself or through an  
agent, representing more than 10% of the total voting rights for the  
For more detailed information on these conditions, see Chapter 8  
(General Information - Shareholders’ Meetings) of this Registration  
Document.  
1.12. 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.  
1.13. Principles and rules applied to determine the compensation  
and other benefits of the corporate executive officers  
The principles and rules applied to determine the compensation  
and other benefits received by the corporate executive officers,  
which was approved by the Board of Directors on February 9,  
employee categories in the Group under conditions determined  
by the Board.  
Stock options and performance shares are designed to align  
the long-term interests of the Chairman and the Chief Executive  
Officer with those of the shareholders.  
2012, is reproduced below.  
Based on a proposal by the Compensation Committee, the Board  
adopted the following principles for determining the compensation  
and other benefits of the corporate executive officers (the Chairman  
and the Chief Executive Officer):  
The allocation of options and performance shares to the Chairman  
and the Chief Executive Officer is examined in light of all the  
forms of compensation of each person.  
Compensation and benefits for the Chairman and the Chief Executive  
Officer are set by the Board of Directors after considering proposals  
from the Compensation Committee. Such compensation shall  
be reasonable and fair, in a context that values both teamwork  
and motivation within the Company.  
The exercise price for stock options awarded is not discounted  
compared with the market price, at the time of the grant, for the  
underlying share.  
Stock options and performance shares are awarded at regular  
intervals to prevent any opportunistic behavior.  
Compensation for the Chairman and the Chief Executive Officer  
is related to market practice, work performed, results obtained  
and responsibilities held.  
The exercise of options and the definitive allocation of performance  
shares to which the Chairman and the Chief Executive Officer  
are entitled are subject to performance criteria that must be met  
over several years.  
Compensation for the Chairman and the Chief Executive Officer  
includes both a fixed portion and a variable portion. The fixed  
portion is reviewed at least every two years.  
The Board puts in place restrictions on the transfer of a portion  
of shares held upon the exercise of options and the definitive  
allocation of performance shares, applicable to the Chairman  
and the Chief Executive Officer until the end of their term of office.  
The amount of variable compensation is reviewed each year  
and may not exceed a stated percentage of fixed compensation.  
Variable compensation is determined based on pre-defined  
quantitative and qualitative criteria that are periodically reviewed  
by the Board of Directors. Quantitative criteria are limited in number,  
objective, measurable and adapted to the Group’s strategy.  
The Chairman and the Chief Executive Officer may not be granted  
stock options or performance shares when they leave office.  
After three years in office, the Chairman and the Chief Executive  
Officer are required to hold at least the number of Company  
shares set by the Board.  
Variable compensation is designed to reward short-term  
performance and progress towards medium-term objectives.  
The compensation is determined in line with the annual assessment  
of the performance of the Chairman and the Chief Executive  
Officer and the company’s medium-term strategy.  
The components of the compensation of the Chairman and the  
Chief Executive Officer are made public after the Board of  
Directors’ meeting at which they are approved.  
The Board of Directors keeps track of the fixed and variable  
portions of the compensation of the Chairman and the Chief  
Executive Officer over several years and in light of the company’s  
performance.  
Christophe de Margerie  
Chairman of the Board and Chief Executive Officer  
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 schemes available to certain  
Registration Document 2012. TOTAL  
119  
 
Corporate governance  
5
Statutory auditor’s report (Article L. 225-235 of the French Commercial Code)  
2
. Statutory auditor’s 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, 2012  
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, 2012.  
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 the 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 and risk management 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 27, 2013  
The statutory auditors  
French original signed by  
KPMG Audit  
A division of KPMG S.A.  
Jay Nirsimloo  
ERNST & YOUNG Audit  
Pascal Macioce  
Laurent Vitse  
120  
TOTAL. Registration Document 2012  
 
 
Corporate governance  
General Management  
5
3. General Management  
3.1. Management Form  
Based on the recommendation of the Nominating & 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 to appoint the Chief Executive Officer to the  
position of Chairman of the Board until his term of office expires, i.e.  
until the Shareholders’ Meeting called to approve the financial  
statements for fiscal year 2011.  
The Board of Directors deemed that the unified management  
form was the most appropriate to the Group’s business and  
to the specificities of the oil and gas sectors. This decision took  
into account the advantage of unified management and the  
composition of the Board Committees which include a large  
proportion of independent directors, thereby ensuring balanced  
authority (for further information regarding the reasons for selecting  
the unified management form, see paragraph 1.7.1. of this Chapter 5).  
As a result, Mr. de Margerie has served as Chairman and  
Chief Executive Officer of TOTAL S.A. since May 21, 2010.  
The management form selected will 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 decision-making body of the Group.  
As of December 31, 2012, the members of TOTAL’s Executive  
Committee were as follows:  
It implements the strategy formulated by the Board of Directors and  
authorizes related investments, subject to the approval of the Board  
of Directors for investments exceeding 3% of the Group’s equity  
or notification of the Board for investments exceeding 1% of equity.  
– Christophe de Margerie, Chairman of the Executive Committee,  
Chairman and Chief Executive Officer;  
– Philippe Boisseau, President of Marketing & Services  
and New Energies;  
Yves-Louis Darricarrère, President of Upstream (Exploration  
Production division and Gas & Power division);  
Jean-Jacques Guilbaud, Chief Administrative Officer;  
Patrick de La Chevardière, Chief Financial Officer; and  
Patrick Pouyanné, President of Refining & Chemicals.  
In 2012, the Executive Committee met at least twice a month,  
except in August when it met only once.  
&
3.3. The Management Committee  
The Management Committee facilitates coordination among the different  
entities of the Group and monitors the operating results of the  
operational divisions and the activity reports of the functional divisions.  
Upstream  
Marc Blaizot, Arnaud Breuillac, Olivier Cleret de Langavant,  
Isabelle Gaildraud, Michel Hourcard, Jacques Marraud des Grottes,  
Philippe Sauquet.  
In addition to the members of the Executive Committee, the following  
26 individuals from various operating divisions and non-operating  
Refining & Chemicals  
departments served as members of the Management Committee  
as of December 31, 2012:  
Pierre Barbé, Bertrand Deroubaix, Jacques Maigné,  
Jean-Jacques Mosconi, Bernard Pinatel, Bernadette Spinoy.  
Corporate  
Marketing & Services  
René Chappaz, Peter Herbel, Jean-Marc Jaubert, Helle Kristoffersen,  
Manoelle Lepoutre, Françoise Leroy, Jean-François Minster,  
Jacques-Emmanuel Saulnier, François Viaud.  
Benoît Luc, Momar Nguer, Jérôme Paré, Jérôme Schmitt.  
Registration Document 2012. TOTAL  
121  
 
 
Corporate governance  
5
Statutory auditors  
4. Statutory auditors  
4.1. Statutory auditors  
ERNST & YOUNG Audit  
1/2, place des Saisons, 92400 Courbevoie-Paris-La Défense, Cedex 1  
Appointed on May 14, 2004  
Appointment renewed on May 21, 2010, for an additional 6-fiscal 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-fiscal year term  
J. Nirsimloo  
4.2. Alternate auditors  
Cabinet Auditex  
1/2, place des Saisons, 92400 Courbevoie-Paris-La Défense, Cedex 1  
Appointed on May 21, 2010 for a 6-fiscal 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-fiscal year term  
4.3. Auditor’s term of office  
French law provides that the statutory and alternate auditors are appointed for renewable 6-fiscal year terms. The terms of office of the  
statutory auditors and of the alternate auditors will expire at the end of the Shareholders’ Meeting called in 2016 to approve the financial  
statements for fiscal year 2015.  
122  
TOTAL. Registration Document 2012  
 
 
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)  
%
%
2012  
2011  
2012  
2011  
2012  
2011  
2012  
2011  
Audit  
Audit and certification  
of the parent company  
and consolidated accounts  
TOTAL S.A.  
Fully-consolidated subsidiaries  
Other work and services directly  
related to the responsibilities  
of statutory auditors  
TOTAL S.A.  
3.3  
15.2  
3.0  
12.6  
14.8  
68.2  
15.7  
66.0  
3.0  
11.3  
3.0  
11.1  
15.1  
56.8  
15.2  
56.4  
0.6  
1.0  
0.1  
1.8  
2.7  
4.5  
0.5  
9.4  
1.1  
2.7  
1.0  
2.8  
5.5  
13.6  
5.1  
14.2  
Fully-consolidated subsidiaries  
Subtotal  
20.1  
17.5  
90.2  
91.6  
18.1  
17.9  
91.0  
90.9  
Other services provided  
by the network to fully-  
consolidated subsidiaries  
Legal, tax, labor law  
Other  
2.1  
0.1  
1.4  
0.2  
9.4  
0.4  
7.3  
1.1  
1.8  
-
1.6  
0.2  
9.0  
-
8.1  
1.0  
Subtotal  
Total  
2.2  
1.6  
9.8  
8.4  
1.8  
1.8  
9.0  
9.1  
22.3  
19.1  
100  
100  
19.9  
19.7  
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 for each fiscal year  
by the Shareholders’ Meeting on May 11, 2007.  
to each director, if the allocation of 1.1 million authorized  
by the Shareholders’ Meeting is exceeded:  
a fixed amount of 20,000 is to be paid to each director  
(calculated prorata temporis in case of a change during  
In 2012, the overall amount of directors’ fees allocated to the members  
of the Board of Directors was 1.1 million, noting that there were  
fifteen directors as of December 31, 2012, as at year-end 2011.  
the period), apart from the Chairman of the Audit Committee,  
who is to be paid 30,000 and the other Audit Committee  
members, who are to be paid 25,000;  
The allocation of the overall amount of fees for 2012 remains based  
on an allocation scheme comprised of fixed compensation and variable  
compensation based on fixed amounts per meeting, which makes  
it possible to take into account each director’s actual attendance  
at the meetings of the Board of Directors and its Committees.  
– an amount of 5,000 per director for each Board of Directors’  
meeting actually attended;  
an amount of 3,500 per director for each Compensation  
Committee, Nominating & Governance Committee or Strategic  
Committee meeting actually attended;  
To take into account the creation of the Strategic Committee,  
the Board of Directors decided at its meeting of October 27, 2011,  
to set out the allocation of fees and the fixed and variable amounts  
per meeting as follows. These conditions were maintained by  
the Board of Directors at its meeting on February 9, 2012, which  
also decided on a prorated proportion of the total amounts paid  
an amount of 7,000 per director for each Audit Committee  
meeting actually attended;  
– a premium of 2,000 for travel from a country outside France  
to attend a Board of Directors or Committee meeting;  
Registration Document 2012. TOTAL  
123  
 
Corporate governance  
5
Compensation for the administration and management bodies  
the Chairman and Chief Executive Officer does not receive  
directors’ fees as director of TOTAL S.A. or any other company  
of the Group;  
for each director, such that the overall amount paid remains  
below the maximum limit of 1.1 million.  
A table summarizing the total compensation (including in-kind  
benefits) paid to each director during the last two fiscal years  
after taking the actual presence at each Board of Directors  
or Committee meeting into consideration, the total amount paid  
to each director is determined, after prorating the amount set  
st  
(Article L. 225-102-1 of the French Commercial Code, 1 and  
2nd paragraphs) is provided in paragraph 5.7.3. of this Chapter.  
5.2. Directors’ attendance at Board and Committee meetings in 2012  
Directors  
Board of  
Directors  
Audit  
Committee  
Compensation  
Committee  
Nominating &  
Governance  
Committee  
Strategic  
Committee(j)  
Attendance Number Attendance Number Attendance Number Attendance Number Attendance Number  
rate  
of  
rate  
of  
rate  
of  
rate  
of  
rate  
of  
meetings  
meetings  
meetings  
meetings  
meetings  
Christophe de Margerie  
Thierry Desmarest  
Patrick Artus  
Patricia Barbizet  
Daniel Bouton(b)  
100%  
100%  
100%  
100%  
100%  
88.9%  
100%  
88.9%  
100%  
88.9%  
100%  
100%  
87.5%  
100%  
100%  
88.9%  
100%  
96.3%  
9/9  
9/9  
9/9  
9/9  
5/5  
8/9  
9/9  
8/9  
9/9  
8/9  
4/4(e)  
9/9  
7/8(f)  
9/9  
9/9  
8/9  
1/1  
-
-
-
-
-
-
8/8  
-
-
-
7/8  
-
-
-
-
-
-
3/3  
3/3  
-
-
-
2/2  
1/1(a)  
100%  
100%  
100%  
100%  
-
100%  
100%  
-
100%  
100%  
100%  
100%  
100%  
100%  
100%  
-
1/1  
1/1  
1/1  
1/1  
-
1/1  
1/1  
-
1/1  
1/1  
1/1  
1/1  
1/1  
1/1  
1/1  
-
100%  
100%  
100%  
100%  
100%  
-
-
-
-
-
-
-
-
-
-
Gunnar Brock  
Claude Clément  
50%  
1/2(c)  
100%  
1/1(c)  
-
-
-
-
-
-
-
-
2/2  
-
-
-
-
-
Marie-Christine Coisne-Roquette  
Bertrand Collomb  
Paul Desmarais, jr  
Anne-Marie Idrac(e)  
Barbara Kux  
Gérard Lamarche(f)  
Anne Lauvergeon  
Claude Mandil  
87.5%  
-
-
-
-
100%  
1/1(d)  
100%  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
87.5%  
7/8  
-
-
-
-
-
-
-
-
100%  
100%  
-
2/2(g)  
3/3  
-
100%  
100%  
-
1/1(g)  
1/1(h)  
-
Michel Pébereau  
Thierry de Rudder(i)  
Attendance rate  
-
-
91.7%  
92.9%  
100%  
100%  
(
(
(
(
(
(
(
(
(
(
a) Member of the Nominating & Governance Committee since February 9, 2012.  
b) Director until May 11, 2012.  
c) Member of the Compensation Committee and the Nominating & Governance Committee since February 9, 2012.  
d) Member of the Compensation Committee until February 9, 2012.  
e) Director from May 11, 2012.  
f) Director and member of the Audit Committee and member of the Strategic Committee since January 12, 2012.  
g) Member of the Compensation Committee and the Nominating & Governance Committee since February 9, 2012.  
h) Member of the Nominating & Governance Committee until February 9, 2012.  
i) Director until January 12, 2012.  
j) The list of members of the Strategic Committee can be found in 1.5.4. in Chapter 5.  
5.3. Compensation of the Chairman and Chief Executive Officer  
(
See also summary tables in paragraph 5.7. of this Chapter)  
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.  
The compensation paid to Mr. de Margerie for his duties as Chairman  
and Chief Executive Officer for fiscal year 2012 was set by the Board  
of Directors of TOTAL S.A. at its meeting of February 9, 2012, based  
on a recommendation by the Compensation Committee in line with  
the guidance of the AFEP-MEDEF Corporate Governance Code.  
The economic criteria were selected so as to not only take  
into account the 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. They include:  
The compensation of the Chairman and Chief Executive Officer  
includes an annual fixed base salary of 1,500,000, unchanged  
from the amount set by the Board of Directors meeting on  
May 21, 2010 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 the Chief Executive  
Officer of the main 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 energy companies.  
124  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
return on equity for a maximum of 50% of the base salary;  
the Company’s earnings performance compared with that  
of four major competing oil companies , assessed by reference  
to the average growth over three years of two indicators,  
earnings per share and consolidated net income. Each indicator  
represents a maximum of 25% of the base salary.  
Consequently, the various criteria for the attribution of the Chairman  
and Chief Executive Officer’s variable portion are based, for a maximum  
amount of 100% of the base salary, on economic parameters  
that refer to quantitative targets reflecting the Group’s performance  
(1)  
(these economic parameters being assessed on a straight-line  
basis between two level of performance, so as to avoid thresholds  
effects), and for a maximum amount of 80% of the base salary,  
the personal contribution of the Chairman and Chief Executive  
Officer that provide for a qualitative assessment of management.  
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 and established in line  
with its strategy, including health, safety and environment (HSE)  
performance and oil and gas production and reserves growth.  
The economic criteria include:  
return on equity for a maximum of 50% of the base salary;  
With respect to the fiscal year 2012, based on a recommendation  
by the Compensation Committee, the Board of Directors at its  
meeting of February 12, 2013, after having assessed to what extent  
financial performance criteria had been met and examined the  
Chairman and Chief Executive Officer’s personal contribution,  
set the variable portion payable to Chairman and Chief Executive  
Officer for fiscal year 2012 at 116.11% of his fixed base salary,  
i.e. 1,741,000 this variable portion being payable in 2013.  
– the Company’s results, in comparison with the results of four  
(1)  
major competing oil companies , assessed by reference to the  
average growth over three years of two indicators, earnings per  
share and consolidated net income. Each indicator represents  
a maximum of 25% of the base salary.  
The expected levels of achievement in terms of the quantitative  
economic parameter targets set for the Chairman and Chief  
Executive Officer by the Board of Directors on February 12, 2013  
in order to determine his variable portion have been precisely  
established, but will not be made public for reasons of confidentiality.  
The total gross compensation paid to Mr. de Margerie in his role  
as Chairman and Chief Executive Officer for the 2012 fiscal year  
amounts to 3,241,000 and was made up of a fixed base salary  
of 1,500,000 and a variable portion of 1,741,000, to be paid  
in 2013.  
The personal contribution of the Chairman and Chief Executive  
Officer will account for no more than 80% of the base salary  
and will be assessed according to six pre-established, precisely  
defined qualitative criteria, including in particular the Health, Safety  
and Environment performance, which is to be measured mainly  
according to the achievement of the annual Total Recordable  
Incident Rate (TRIR) target, the increase in the production  
of hydrocarbons, the increase in hydrocarbon reserves,  
Mr. de Margerie’s total gross compensation as Chairman and Chief  
Executive Officer for 2011 was 3,030,000, composed of a fixed  
base salary of 1,500,000 and a variable portion of 1,530,000  
paid in 2012.  
Moreover, on February 12, 2013, the Board of Directors, acting  
on a recommendation of the Compensation Committee, decided  
that the compensation for Mr. de Margerie as Chairman and Chief  
Executive Officer for fiscal year 2013 will be composed of a fixed  
base salary of 1,500,000, unchanged from the amount set by  
the Board of Directors on May 21, 2010, and a variable portion,  
to be paid in 2014, not exceeding 180% of the base salary,  
based on practices at a reference sample of companies, including  
energy companies.  
the performance of the Refining & Chemicals and Marketing &  
Services segments assessed on the basis of the annual targets of  
these activities, the success of strategic negotiations and the CSR  
performance, which is to be measured in particular according to the  
achievement of the CO emissions targets, energy efficiency and  
²
the Group’s position in the rankings of non-financial rating agencies.  
As Chairman and Chief Executive Officer, Mr. de Margerie will  
continue to benefit from the use of a company car, the health  
coverage provided for Group employees and the eligibility  
to the life insurance plan open to the Group’s executive officers  
The Board of Directors also decided to maintain the nature and  
respective weights of the various criteria for the attribution of the  
Chairman and Chief Executive Officer’s variable portion, which  
therefore remain identical to those that determined the variable  
portion due in 2012, apart from the introduction of an additional  
criterion based on Corporate Social Responsibility (CSR)  
performance for the determination of the personal contribution  
made by the Chairman and Chief Executive Officer.  
(see paragraph 5.5. of this Chapter).  
(1) ExxonMobil, BP, Royal Dutch-Shell and Chevron.  
Registration Document 2012. TOTAL  
125  
Corporate governance  
5
Compensation for the administration and management bodies  
5.4. Executive officers’ compensation  
In 2012, the aggregate amount paid directly or indirectly  
by the French and foreign Group companies as compensation  
to the executive officers of TOTAL in office at December 31, 2012  
as a Group was 21.1 million (thirty-three individuals), including  
8.2 million paid to the six members of the Executive Committee.  
Variable compensation accounted for 40% of the aggregate  
amount of 21.1 million paid to executive officers.  
(members of the Management Committee and the Treasurer)  
The following individuals were executive officers of the Group at December 31, 2012 (thirty-three individuals at year-end 2012,  
compared with twenty-nine at year-end 2011):  
Management Committee  
Treasurer  
Christophe de Margerie(1)  
Philippe Boisseau(2)  
Yves-Louis Darricarrère(2)  
Jean-Jacques Guilbaud(2)  
Patrick de La Chevardière(2)  
Patrick Pouyanné(2)  
Pierre Barbé  
Helle Kristoffersen  
Manoelle Lepoutre  
Françoise Leroy  
Benoît Luc  
Jacques Maigné  
Jacques Marraud des Grottes  
Jean-François Minster  
Jean-Jacques Mosconi  
Momar Nguer  
Humbert de Wendel  
Marc Blaizot  
Arnaud Breuillac  
René Chappaz  
Jérôme Paré  
Olivier Cleret de Langavant  
Bertrand Deroubaix  
Isabelle Gaildraud  
Peter Herbel  
Bernard Pinatel  
Jacques-Emmanuel Saulnier  
Philippe Sauquet  
Jérôme Schmitt  
Michel Hourcard  
Jean-Marc Jaubert  
Bernadette Spinoy  
François Viaud  
5.5. Pensions and other commitments  
(Article L. 225-102-1, paragraph 3, of the French Commercial Code)  
1
) Pursuant to applicable law, the Chairman and Chief Executive  
Officer is eligible for the basic French social security pension  
and for pension benefits under the ARRCO (Association pour le  
Régime de Retraite Complémentaire des Salariés) and AGIRC  
2) The Chairman and Chief Executive Officer participates in a defined  
benefit supplementary pension plan financed 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 (37,032 in 2013). Compensation above  
this amount does not qualify as pensionable compensation under  
either government-sponsored or contractual pension schemes.  
(Association Générale des Institutions de Retraite des Cadres)  
government-sponsored supplementary pension schemes.  
He also participates in the internal defined contribution pension  
plan and the defined benefit supplementary pension plan, known  
as RECOSUP, created by the Company. This supplementary  
pension plan, which is not limited to the Chairman and Chief  
Executive Officer, is described in point 2) below.  
To be eligible for this supplementary pension plan, participants  
must meet specific age and length of service (5 years) 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.  
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.  
The plan provides participants with a pension equal to the sum  
of 1.8% of the portion of the reference compensation between  
eight and forty times the annual ceiling for calculating French social  
security contributions, and 1% of the reference compensation  
between forty and sixty times the annual ceiling for calculating  
French social security contributions, which is multiplied by the  
number of years of service (up to twenty years). It is adjusted  
in line with changes in the value of the ARRCO pension point  
and strictly capped as described in point 1) above.  
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, 2012, Mr. de Margerie’s aggregate benefit  
entitlement under all of the above pension plans would amount  
to 23.31% of his gross annual compensation received in 2012  
As of December 31, 2012, the Group’s pension obligations  
to Mr. de Margerie under the defined benefit supplementary  
pension plan represented the equivalent of 18.85% of his  
gross annual compensation paid in 2012.  
(2012 fixed base salary and variable portion for 2011,  
paid in 2012).  
(
1) Chairman and Chief Executive Officer and Chairman of the Executive Committee.  
(2) Member of the Executive Committee.  
126  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
3
) The Chairman and Chief Executive Officer is 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  
variable portions) received in the 12-month period preceding  
retirement. Pursuant to the provisions of Article L. 225-42-1  
of the French Commercial Code, this benefit is subject to  
the performance conditions detailed in point 7) below.  
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 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.  
More specifically, ROE criteria enable 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.  
This retirement benefit cannot be combined with the  
compensation for loss of office described in point 5) below.  
4
) The Chairman and Chief Executive Officer also participates in  
the same life insurance plan as the Group’s employees, covering  
supplementary benefits or annuities in the event of temporary  
incapacity for work and disability, together with a life insurance  
plan funded by the Company and open to the executive officers  
of the Group. Upon death, the plan guarantees a payment equal  
to two years’ gross compensation (fixed and variable portions),  
increased to three years upon accidental death, as well as, in the  
event of disability, a payment proportional to the degree of disability.  
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.  
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.  
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 upstream activities.  
This compensation for loss of office will be paid in the event  
of a change of control or strategy. It will not be due in cases  
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.  
8
) In addition, regarding the implementation of the pension  
commitments described in points 1) and 2) above made  
by the Company for directors for fiscal year 2012, the annual  
supplementary pension received by Mr. Desmarest in relation  
to his previous employment by the Group was approximately  
575,290 (December 31, 2012 value), adjusted in line  
Pursuant to the provisions of Article L. 225-42-1 of the French  
Commercial Code, this benefit is subject to the performance  
conditions detailed in point 7) below.  
with changes in the value of the ARRCO pension point.  
9
) As of December 31, 2012, the total amount of the Group’s  
commitments under pension plans and similar for company  
officers is equal to 40.6 million.  
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 set out  
in point 5) were approved on February 9, 2012, by the Board  
of Directors and by the Shareholders’ Meeting on May 11, 2012.  
7
) In addition, in compliance with Article L. 225-42-1 of the French  
Commercial Code, the commitments described in points 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%;  
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.  
Registration Document 2012. TOTAL  
127  
Corporate governance  
5
Compensation for the administration and management bodies  
Chairman and Chief Executive Officer  
Summary table  
at February 28, 2013  
Employment  
contract  
Retirement benefit  
and supplementary  
pension plans  
Benefits or advantages due  
Benefits related  
to a non-compete  
termination or change of office agreement  
or likely to be due upon  
Christophe de Margerie  
NO  
YES  
YES  
NO  
Chairman and Chief Executive Officer  
Start of the office: February 2007(a)  
Term of current office:  
The Shareholders’ Meeting called  
in 2015 to approve the financial  
statements for the year ending  
December 31, 2014  
(retirement benefit)(b)  
(internal defined  
(compensation  
for loss of office)(e)  
supplementary pension  
plan(c) and corporate  
RECOSUP defined  
contribution pension  
plan(d) also applicable  
to certain Group  
employees)  
(
(
a) Chairman and Chief Executive Officer (since May 21, 2010).  
b) Payment subject to performance conditions in accordance with the decision of the Board of Directors on February 9, 2012. Details of these commitments are set out in points 3) and 7)  
above. This retirement benefit cannot be combined with the compensation for loss of office described below.  
(
(
(
c) Representing an annual pension that would be equivalent, as of December 31, 2012, to 18.85% of the annual compensation for 2012.  
d) Mr. de Margerie’s pension benefit represented a booked expense of 2,182 for fiscal year 2012.  
e) Payment subject to performance conditions in accordance with the decision of the Board of Directors on February 9, 2012. Details of these commitments are set out in points 5) and 7) above.  
5.6. Stock options and performance share grants policy  
5
.6.1. General policy  
to four years; in such cases, there would be no mandatory holding  
period. As of 2011, all performance shares granted to executive  
officers are subject to performance conditions.  
In addition to its policy to develop employee shareholding,  
TOTAL S.A. is also pursuing a policy to associate employees  
and executives with the Group’s future results. This policy consists  
in awarding free performance shares and stock options.  
Stock option and performance share grants to the Chairman and  
Chief Executive Officer are subject to his presence in the Group  
and specific performance conditions regarding the Group’s return  
on equity (ROE) and return on average capital employed (ROACE),  
determined by the Board of Directors, on a recommendation  
by the Compensation Committee.  
Stock options and performance share grants put in place by  
TOTAL S.A. concern only TOTAL shares. No options for or grants  
of performance shares of any of the Group’s listed subsidiaries  
are awarded by TOTAL S.A.  
The award of free shares or stock options are used to extend, based  
upon individual performance assessments at the time of each plan,  
the Group-wide policy of developing employee shareholding.  
All grants 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,  
the conditions and the number of options or free shares awarded  
to each beneficiary. The Board of Directors then gives final approval  
for this list and the grant conditions.  
5
.6.2. Grants to the Chairman  
and Chief Executive Officer  
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. The exercise of the options is subject to a presence  
condition and performance conditions based on the return on equity  
No stock options have been awarded in 2012. The Chairman  
and Chief Executive Officer has been awarded share subscription  
options, the exercise of which has been subject, since 2007,  
to a presence condition and performance conditions based  
on the Group’s ROE and ROACE.  
(
ROE) of the Group, that vary depending on the plan and beneficiary  
Pursuant to Article L. 225-185 of the French Commercial Code,  
the Board of Directors decided that, for the 2007 to 2011 share  
subscription option plans, the corporate officers (the Chairman  
of the Board and the Chief Executive Officer, and as from May 21,  
category. As of 2011, all options granted are subject to performance  
conditions. Subject to the presence condition and applicable  
performance conditions being met, 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.  
However, for the 2007 to 2011 option plans, options awarded  
to beneficiaries employed by non-French subsidiaries at the grant  
date can be converted to bearer form or transferred after the 2-year  
vesting period at the end of which the options may be exercised.  
2010 the Chairman and Chief Executive Officer) are required 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 holds a number  
of shares (directly or through collective investment funds invested  
in Company stock) corresponding to more than five times his  
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.  
Performance shares awarded under selective plans become final  
after a two-year vesting period, subject to a presence condition  
and a performance condition based on the return on equity (ROE)  
of the Group. At the end of this vesting period, and provided that  
the conditions set are satisfied, the performance share grants are  
finally awarded. However, these shares may not be transferred prior  
to the end of an additional two-year mandatory holding period.  
For beneficiaries employed by non-French subsidiaries on the grant  
date, the vesting period for performance shares may be increased  
As of 2011, the Chairman and Chief Executive Officer receives  
performance share grants, the final awarding of which is subject  
to a presence condition and performance conditions.  
128  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
For the 2011 and 2012 plans for the award of performance shares,  
the Board of Directors decided that the Chairman and Chief  
Executive Officer will have to hold for as long as he remains in  
office, 50% of the capital gains, net of tax and other deductions,  
from shares granted under performance share grant plans.  
Once the Chairman and Chief Executive Officer holds a number  
of shares (directly or through collective investment funds invested  
in Company stock) corresponding to more than five times his gross  
annual fixed compensation at that time, 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 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. 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 15%; and is equal to 100% if the average ROACE  
is more than or equal to 15%.  
2012 performance share plan: the Board of Directors decided  
In light of this holding requirement, this acquisition of the  
performance shares is not subject to an additional purchase  
of the company’s shares.  
that, provided the presence condition within the Group is satisfied,  
the number of shares finally granted to the Chairman and Chief  
Executive Officer will be subject to two performance conditions:  
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 to date, and on the shares he holds. This measure  
is now included in the rules of procedure of the board of directors.  
– For 50% of the shares granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROE of the Group. The average ROE is calculated by the Group  
from the consolidated balance sheet and statement of income  
of the Group for fiscal years 2012 and 2013. The acquisition rate  
is equal to zero if the average ROE is less than or equal to 8%,  
varies on a straight-line basis between 0% and 100% if the average  
ROE is more than 8% and less than 16%, and is equal to 100%  
if the average ROE is more than or equal to 16%.  
In 2012, the Board of Directors decided not to award any stock  
options subscription or share purchase.  
2011 share subscription option plan: the Board of Directors  
decided that, provided the presence condition within the Group 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 granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROACE of the Group. The average ROACE is calculated  
by the Group from the consolidated balance sheet and statement  
of income of the Group for fiscal years 2012 and 2013.  
The acquisition rate is equal to zero if the average ROACE is less  
than or equal to 7%; varies on a straight-line basis between 0%  
and 100% if the average ROACE is more than 7% and less  
than 15%; and is equal to 100% if the average ROACE is more  
than or equal to 15%.  
2
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 from the consolidated balance  
sheet and statement of income of the Group for fiscal years 2011  
and 2012. 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%.  
2011 performance share plan: the Board of Directors decided  
that, provided the presence condition within the Group is satisfied,  
the number of shares 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 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 2011 and 2012. 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 granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROE of the Group. The average ROE is calculated by the Group  
from the consolidated balance sheet and statement of income  
of the Group for fiscal years 2011 and 2012. 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%.  
010 share subscription option plan: the Board of Directors decided  
that, provided the presence condition within the Group 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 granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROACE of the Group. The average ROACE is calculated by  
the Group from the consolidated balance sheet and statement  
of income of the Group for fiscal years 2011 and 2012.  
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 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%.  
The Chairman and Chief Executive Officer was not awarded any  
performance shares as part of the plans in the period 2006 to 2010.  
Registration Document 2012. TOTAL  
129  
Corporate governance  
5
Compensation for the administration and management bodies  
5.6.3. Grants to employees  
Performance share plan  
2
012 performance share plan: the Board of Directors decided  
Share subscription option plan  
that, for each senior executive(1) (other than the Chairman and Chief  
Executive Officer), conditional on their presence in the Group, the  
shares will be finally granted subject to a performance condition.  
This condition is based on the average ROE as published by the Group  
and calculated based on the Group’s consolidated balance sheet  
and statement of income for fiscal years 2012 and 2013.  
In 2012, the Board of Directors decided not to award any stock  
options of share purchases.  
2011 share subscription option plan: the Board of Directors  
decided that, provided the presence condition within the Group  
is satisfied, for each grantee other than the Chairman and Chief  
Executive Officer, the options will be finally granted to the beneficiary  
provided that the performance condition is fulfilled. The performance  
condition states that the number of options finally granted is based  
on the average of the ROE of the Group. The average ROE is  
calculated by the Group from the consolidated balance sheet and  
statement of income of the Group for fiscal years 2011 and 2012.  
The acquisition rate:  
– is equal to zero if the average ROE is less than or equal to 8%;  
– varies on a straight-line basis between 0% and 100% if the  
average ROE is more than 8% and less than 16%; and  
– is equal to 100% if the average ROE is more than or equal to 16%.  
The Board of Directors decided also that, conditional on their presence  
in the Group, for each beneficiary (other than the Chairman  
and Chief Executive Officer and the senior executives) of more  
than 100 shares, the shares in excess of this number will be finally  
granted subject to the performance condition mentioned before.  
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%.  
2011 performance share plan: the Board of Directors decided  
that, provided that the presence condition within the Group is  
satisfied, for executives officers(1) (other than the Chairman  
and Chief Executive Officer), the number of shares finally granted  
will be subject to the performance condition set out below.  
This condition is based on the average ROE as published  
by the Group and calculated based on the Group’s consolidated  
balance sheet and statement of income for fiscal years 2011  
and 2012.  
2
010 share subscription option plan: the Board of Directors  
decided that, provided the presence condition was satisfied:  
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;  
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 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  
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 to 7% and less than 18%; and  
is equal to 100% if the average ROE is more than or equal to 18%.  
that the performance condition described below is fulfilled.  
For each grantee of more than 50,000 options, other than  
the Chairman and Chief Executive Officer:  
Moreover, the Board of Directors decided also that, conditional  
on their presence in the Group, for each beneficiary (other than  
the Chairman and Chief Executive Officer and the senior executives)  
of more than 100 shares, the shares in excess of this number  
will be finally granted subject to the performance condition.  
This condition is based on the average ROE as published by the  
Group and calculated based on the Group’s consolidated balance  
sheet and statement of income for fiscal years 2011 and 2012.  
-
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;  
-
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.  
The acquisition rate:  
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.  
– 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%.  
The acquisition rate:  
2010 performance share plan: the Board of Directors decided  
that, provided that the presence 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.  
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%.  
The acquisition rate applicable to the subscription options that were  
subject to the performance condition of the 2010 Plan was 100%.  
(1) The senior executives are employees other than the Chairman and Chief Executive Officer and directors.  
130  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
The acquisition rate:  
– is equal to 100% if the average ROE is more than or equal to 18%.  
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 acquisition rate applicable to the performance shares under the  
2010 Plan was 100%.  
5.7. Summary table for the corporate executive officers  
(AFEP-MEDEF Code for corporate governance of listed companies)  
5
.7.1. Summary of compensation, stock options and performance shares awarded  
to the Chairman and Chief Executive Officer  
Fiscal year  
2012  
2011  
()  
Christophe de Margerie  
Chairman and Chief Executive Officer (since May 21, 2010)  
Compensation due for fiscal year as Chairman and Chief Executive Officer  
In-kind benefits(a)  
3,241,000  
7,409  
3,030,000  
6,991  
702,400  
437,440  
Value of options awarded(b)  
-
Value of performance shares awarded(c)  
1,664,730  
Total  
4,913,139  
4,176,831  
(
(
(
a) Mr. de Margerie has the use of a company car; he receives the health coverage provided for Group employees and is eligible for the life insurance plan open to the Group’s executive officers  
(see paragraph 5.5. of this Chapter).  
b) 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 Statements).  
c) The value of performance shares was calculated on the day when they were awarded.  
5.7.2. Chairman and Chief Executive Officer’s compensation  
Fiscal year  
2012  
2011  
Amount  
due  
Amount  
paid(  
Amount  
due  
Amount  
a)  
(a)  
()  
paid  
Christope de Margerie  
Chairman and Chief Executive Officer (since May 21, 2010)  
Fixed compensation  
Variable compensation(b)  
1,500,000  
1,741,000  
1,500,000  
1,530,000  
1,500,000  
1,530,000  
1,500,000  
1,581,670  
Extraordinary compensation  
Directors’ fees  
In-kind benefits(c)  
-
-
-
-
-
-
-
-
7,409  
7,409  
6,991  
6,991  
Total  
3,248,409  
3,037,409  
3,036,991  
3,088,661  
(
(
a) Variable portion paid for prior fiscal year. For more detailed information about these criteria, see paragraph 5.3. of this Chapter.  
b) 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 with 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 to be allocated to the Chairman and Chief Executive Officer for fiscal year 2012 can reach a maximum amount of 165% of the fixed base  
salary. The variable portion due for 2012 was determined by the Board of directors held on February 12, 2013 according to the economic performance criteria and the assessment  
of the personal contribution of the Chairman and Chief Executive Officer. The Chairman and Chief Executive Officer’s variable portion due for 2012 represents 116.11% of his fixed base  
salary (i.e., 1,741,000 euros rounded down to the nearest thousand euro).  
(
c) Mr. de Margerie has the use of a company car; he receives the health coverage provided for Group employees and is eligible for the life insurance plan open to the Group’s executive  
officers (see paragraph 5.5. of this Chapter).  
Registration Document 2012. TOTAL  
131  
Corporate governance  
5
Compensation for the administration and management bodies  
5.7.3. 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 ()  
2012  
2011  
(
a)  
(a)  
Christophe de Margerie  
Thierry Desmarest  
Patrick Artus(c)  
Patricia Barbizet(d)  
Daniel Bouton(e)  
Gunnar Brock(f)  
651,304(b)  
72,921  
118,883  
28,472  
79,992  
163 429(g)  
100,763  
69,827  
64,966  
32,075  
-
639,854(b)  
65,500  
115,500  
63,500  
75,500  
156,365(g)  
48,460  
72,500  
51,000  
-
Claude Clément  
Marie-Christine Coisne-Roquette(h)  
Bertrand Collomb(i)  
Paul Desmarais, jr  
Anne-Marie Idrac(j)  
Bertrand Jacquillat(k)  
Barbara Kux(l)  
55,040  
26,770  
-
63,500  
19,230  
63,500  
77,500  
138,500  
71,153  
121,695  
60,546  
-
69,827  
65,408  
6,912  
Gérard Lamarche(m)  
Anne Lauvergeon(n)  
Lord Levene of Portsoken(o)  
Claude Mandil(p)  
Michel Pébereau(q)  
Thierry de Rudder(r)  
(a) For the Chairman and Chief Executive Officer, see the summary compensation tables given in paragraph 5.7.2. of this Chapter. The Chairman and Chief Executive Officer did not receive  
any directors’ fees.  
(
b) Chairman of the Nominating & Governance Committee, member of the Compensation Committee and Strategic Committee. Including, for 2012, the director’s fees received (76,014)  
and the retirement benefit received (575,290) and including, for 2011, the director’s fees received (77,500) and the retirement benefit received (562,354).  
c) Member of the Compensation Committee. Member of the Nominating & Governance Committee as from February 9, 2012.  
d) Chairperson of the Audit Committee, Member of the Strategic Committee.  
(
(
(
(
(
e) Director until May 11, 2012.  
f) Member of the Strategic Committee. Member of the Compensation Committee. Member of the Nominating & Governance Committee as from February 9, 2012.  
g) Including for 2012, the directors’ fees received, representing 60,546, as well as the compensation received from Total Raffinage Marketing (a subsidiary of TOTAL S.A.), representing  
102,883 and including for 2011, directors’ fees received, representing 58,500 as well as the compensation received from Total Raffinage Marketing, representing 97,865.  
(
(
(
(
(
(
(
(
(
(
(
h) Director and member of the Audit Committee since May 13, 2011.  
i) Member of the Nominating and Governance Committee. Member of the Compensation Committee until February 9, 2012.  
j) Director since May 11, 2012.  
k) Director and member of the Audit Committee until May 13, 2011.  
l) Director since May 13, 2011. Member of the Strategic Committee.  
m)Director and member of the Audit Committee and member of the Strategic Committee since January 12, 2012.  
n) Member of the Strategic Committee.  
o) Director until May 13, 2011.  
p) Member of the Strategic Committee. Member of the Compensation Committee and the Nominating & Governance Committee since February 9, 2012.  
q) Chairman of the Compensation Committee. Member of the Nominating & Governance Committee until February 9, 2012.  
r) Director, Member of the Audit Committee and Member of the Strategic Committee until January 12, 2012.  
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, Mr. Clément and Mr. Desmarest) consists solely of Directors’ fees (gross  
amount) paid during the relevant period. None of the Directors have service contracts linking them to TOTAL S.A. or any of its subsidiaries that  
provide for benefits upon termination of employment.  
132  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
5
.7.4. Stock options awarded in 2012 to the Chairman and Chief Executive Officer  
by the issuer and by any Group company  
No subscription or share purchase options were awarded in 2012 (see paragraph 5.9.2. of this Chapter).  
5.7.5. Stock options exercised in 2012 by the Chairman and Chief Executive Officer  
No subscription or share purchase options were raised in 2012 (see paragraph 5.9.2. of this Chapter).  
5
.7.6. Performance shares awarded in 2012 to the Chairman  
and Chief Executive Officer or any Director  
Date  
Number  
Value of  
shares  
()(  
Acquisition  
date  
Availability  
date  
Performance  
condition  
of shares  
awarded  
during  
a)  
fiscal year  
Christophe de Margerie  
Chairman and Chief Executive Officer  
2012 Plan  
07/26/2012  
53,000  
1,664,730 07/27/2014 07/27/2016  
For 50% of the shares,  
the condition is based on  
the Group’s average ROE  
in 2012 and 2013.  
For 50% of the shares,  
the condition is based  
on the Group’s average  
ROACE in 2012 and 2013.  
Claude Clément  
Director representing  
employee shareholders  
2012 Plan  
07/26/2012  
260  
8,167 07/27/2014 07/27/2016 Shares in excess of the first  
100 shares are subject  
to a condition based  
on the average ROE  
for the Group’s 2012  
and 2013 fiscal years.  
Total  
53,260  
1,672,897  
(a) The value of performance shares was calculated on the day when they were awarded, according to the method used for the consolidated accounts.  
5
.7.7. Performance shares definitively awarded and available in 2012  
to the Chairman and Chief Executive Officer or any Director  
Shares finally awarded  
during fiscal year  
Shares that became available  
during fiscal year  
Date  
Number  
Date  
Number  
Christophe de Margerie  
-
-
-
-
Chairman and Chief Executive Officer  
Claude Clément  
2010 Plan  
240  
2008 Plan  
300  
Director representing employee shareholders  
09/14/2010  
10/09/2008  
Total  
240  
300  
Registration Document 2012. TOTAL  
133  
Corporate governance  
5
Compensation for the administration and management bodies  
5.8. TOTAL stock option grants  
The following table gives a breakdown of stock options awarded by category of beneficiaries (main executive officers, other executive  
officers and other employees) for the plans in effect during 2012.  
Number of  
beneficiaries  
Number of  
options  
Percentage  
Average  
number  
awarded(  
a)  
of options per  
(a)  
beneficiary  
(c)  
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(a)  
Main executive officers(b)  
Other executive officers  
Other employees  
30  
319  
423,500  
902,400  
12.6%  
26.8%  
60.6%  
14,117  
2,829  
510  
3,997  
2,039,730  
Total  
4,346  
3,365,630  
100%  
774  
(c)  
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(a)  
Main executive officers(b)  
Other executive officers  
Other employees  
30  
330  
370,040  
574,140  
581,940  
24.3%  
37.6%  
38.1%  
12,335  
1,740  
246  
2,361  
Total  
2,721  
1,526,120  
100%  
561  
(c)  
006 Plan : Subscription options  
2
Decision of the Board on July 18, 2006  
Main executive officers(b)  
Other executive officers  
Other employees  
28  
304  
1,447,000  
2,120,640  
2,159,600  
25.3%  
37.0%  
37.7%  
51,679  
6,976  
959  
Exercise price: 50.60; discount: 0.0%  
2,253  
Total  
2,585  
5,727,240  
100%  
2,216  
2
007 plan(c)(d): Subscription options  
Decision of the Board on July 17, 2007  
Main executive officers(b)  
Other executive officers  
Other employees  
27  
298  
1,329,360  
2,162,270  
2,335,600  
22.8%  
37.1%  
40.1%  
49,236  
7,256  
973  
Exercise price: 60.10; discount: 0.0%  
2,401  
Total  
2,726  
5,827,230  
100%  
2,138  
2
008 plan(c)(d)(e): Subscription options  
Awarded on October 9, 2008, by decision  
of the Board of Directors on September 9, 2008  
Exercise price: 42.90; discount: 0.0%  
Main executive officers(b)  
Other executive officers  
Other employees  
26  
298  
1,227,500  
1,988,420  
1,233,890  
27.6%  
44.7%  
27.7%  
47,212  
6,673  
730  
1,690  
Total  
2,014  
4,449,810  
100%  
2,209  
2
009 plan(c)(d)(f): Subscription options  
Decision of the Board on September 15, 2009  
Main executive officers(b)  
Other executive officers  
Other employees  
26  
284  
1,201,500  
1,825,540  
1,360,460  
27.4%  
41.6%  
31.0%  
46,212  
6,428  
781  
Exercise price: 39.90; discount: 0.0%  
1,742  
Total  
2,052  
4,387,500  
100%  
2,138  
2
010 plan(c)(d)(g): Subscription options  
Decision of the Board on September 14, 2010  
Main executive officers(b)  
Other executive officers  
Other employees  
25  
282  
1,348,100  
2,047,600  
1,392,720  
28.2%  
42.8%  
29.0%  
53,924  
7,261  
778  
Exercise price: 38.20; discount: 0.0%  
1,790  
Total  
2,097  
4,788,420  
100%  
2,283  
2
011 plan(c)(d): Subscription options  
Decision of the Board on September 14, 2011  
Main executive officers(b)  
Other executive officers  
Other employees  
29  
177  
-
846,600  
672,240  
-
55.7%  
44.3%  
-
29,193  
3,798  
-
Exercise price: 33.00; discount: 0.0%  
Total  
206  
1,518,840  
100%  
7,373  
(
a) To take into account the spin-off of Arkema, pursuant to the provisions in effect on 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 TOTAL stock options holders. 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) Members of the Management Committee and the Treasurer as of the date of the Board meeting awarding the options. Mr. Desmarest has not been a member of the Management  
Committee since February 14, 2007. Mr. Desmarest was awarded 110,000 options under the 2007 Plan and no options since 2008.  
c) The options are exercisable, subject to a presence 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 presence condition states that the termination of the employment contract will result in the employee losing the right to exercise the options.  
d) 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.  
(
(
(
(
(
e) For the 2008 Plan, the options acquisition rate, linked to the performance condition, was 60%.  
f) For the 2009 Plan, the options acquisition rate, linked to the performance condition, was 100%.  
g) For the 2010 Plan, the options acquisition rate, linked to the performance condition, was 100%.  
134  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
For 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, the options granted to beneficiaries of more than 3,000 options are subject to a performance condition for part of the options  
(see paragraph 5.6.3. of this Chapter). For the 2011 share subscription option plan, all of the options are subject to a performance condition.  
In 2012, the Board of Directors decided not to award any stock options.  
In addition, Mr. Clément, the Director representing employee shareholders, has not exercised any option and has not been awarded any  
share subscription options under the 2012 Plan.  
5.9. TOTAL stock options as of December 31, 2012  
5.9.1. Outstanding TOTAL stock option plans  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
2011 Plan  
Total  
Type of options  
Subscription Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
options options options options options options options options  
Date of the Shareholders’  
Meeting  
05/14/2004 05/14/2004 05/14/2004 05/11/2007 05/11/2007 05/11/2007 05/21/2010 05/21/2010  
07/20/2004 07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009 09/14/2010 09/14/2011  
Grant date(a)  
Total number of options  
(b)  
awarded, including  
:
13,462,520  
6,104,480  
5,727,240  
5,937,230  
4,449,810  
4,387,500  
4,788,420 1,518,840 46,376,040  
Directors(c)  
240,000  
240,000  
400,000  
310,000  
200,000  
200,000  
240,000  
160,000 1,990,000  
-
-
-
C. de Margerie  
C. Clément  
T. Desmarest  
n/a  
n/a  
240,000  
n/a  
n/a  
240,000  
160,000  
n/a  
240,000  
200,000  
n/a  
110,000  
200,000  
200,000  
240,000  
160,000 1,160,000  
n/a  
-
n/a  
-
-
-
-
-
-
830,000  
Additional grant  
24,000  
134,400  
-
-
-
-
-
-
-
158,400  
Adjustments related  
to the spin-off of Arkema  
(d)  
196,448  
90,280  
-
-
-
-
-
286,728  
Date as of which the options  
may be exercised  
07/21/2006 07/20/2007 07/19/2008 07/18/2009 10/10/2010 09/16/2011 09/15/2012 09/15/2013  
07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018 09/14/2019  
Expiry date  
Exercise price ()(e)  
39.30  
49.04  
50.60  
60.10  
42.90  
39.90  
38.20  
33.00  
Cumulative number  
of options exercised  
as of December 31, 2012  
2,008,886  
38,497  
8,620  
-
1,830  
21,280  
31,440  
36,500  
90,477  
9,400  
2,125,013  
Cumulative number  
of options canceled  
as of December 31, 2012  
11,674,082  
130,643  
97,094  
88,245  
117,512  
4,400 12,233,893  
Number of options:  
-
outstanding as of  
January 1, 2012  
awarded in 2012  
canceled in 2012(  
12,094,524  
-
(11,351,931)  
(742,593)  
6,162,536  
5,623,506  
5,850,365  
4,335,698  
-
4,357,800  
-
(2,700)  
(20,200)  
4,700,043 1,508,440 44,632,912  
-
-
-
-
(2,516)  
-
-
(1,980)  
-
-
(1,380)  
-
-
(4,140)  
-
-
f)(g)  
(3,600)  
(1,630)  
(3,400) (11,371,647)  
(798,883)  
exercised in 2012  
(34,460)  
-
-
Outstanding as of  
December 31, 2012  
-
6,160,020  
5,621,526  
5,848,985  
4,330,468  
4,334,900  
4,661,443  
1,505,040 32,462,382  
(
(
(
(
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 at its meeting on March 14, 2006, pursuant to the provisions 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.  
(
e) Exercise price as of May 24, 2006. The exercise prices of TOTAL stock options under 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 stock options under these plans were multiplied by an adjustment factor equal to  
0
.986147 effective as of May 24, 2006. The exercise prices effective before May 24, 2006 are given in Note 25, points A, B and C to the Consolidated Financial Statements (Chapter 9).  
(
(
f) Out of the 11,371,647 options canceled in 2012, 11,351,931 options that were not exercised expired due to the expiry of the 2004 subscription option Plan on July 20, 2012.  
g) The acquisition rate applicable to the subscription options that were subject to the performance condition of the 2010 Plan was 100%.  
If all the outstanding stock options as of December 31, 2012 were exercised, the corresponding shares would represent 1.35% of the Company’s  
potential share capital(1) as of such date.  
(1) Out of a total potential share capital of 2,398,395,528 shares (see point 1.4., “Potential share capital” of Chapter 8).  
Registration Document 2012. TOTAL  
135  
Corporate governance  
5
Compensation for the administration and management bodies  
5
.9.2. TOTAL stock options awarded to Mr. de Margerie,  
Chairman and Chief Executive Officer of TOTAL S.A.  
2004 Plan  
2005 Plan  
2006 Plan  
2007 Plan  
2008 Plan  
2009 Plan  
2010 Plan  
2011 Plan  
Total  
Type of options  
Subscription Subscription Subscription Subscription Subscription Subscription Subscription Subscription  
options options options options options options options options  
Expiry date  
07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018 09/14/2019  
Exercise price ()(a)  
39.30  
49.04  
50.60  
60.10  
42.90  
39.90  
38.20  
33.00  
-
1,418,000  
3,628  
Options awarded  
(b)  
by the Board  
128,000  
130,000  
160,000  
200,000  
200,000  
200,000  
240,000  
160,000  
Adjustments related  
to the spin-off of Arkema  
(c)  
1,800  
1,828  
-
-
-
-
-
-
Outstanding options  
as of January 1, 2012  
129,800  
131,828  
160,000  
200,000  
176,667  
200,000  
240,000  
160,000  
1,398,295  
-
Options awarded  
in 2012  
-
-
-
-
-
-
-
-
Options exercised  
in 2012  
-
(129,800)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Options canceled  
in 2012  
(129,800)  
1,268,495  
Options outstanding  
as of December 31, 2012  
131,828  
160,000  
200,000  
176,667  
200,000  
240,000  
160,000  
(
a) Exercise price as of May 24, 2006. The exercise prices of TOTAL stock options under 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 stock options under these plans were multiplied by an adjustment factor equal to  
0
.986147 effective as of May 24, 2006. The exercise prices effective before May 24, 2006 are given in Note 25, points A, B and C to the Consolidated Financial Statements (Chapter 9).  
(
(
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 at its meeting on March 14, 2006, pursuant to the provisions in effect at the time of the Board meeting and 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.  
For 2007 to 2011 Plans, the Board has subjected the options granted to the Chairman and Chief Executive Officer to performance conditions  
see paragraph 5.6.2. of this Chapter). For the 2009 and 2010 Plans, the acquisition rate, linked to the performance conditions, was 100%.  
(
As of December 31, 2012, the outstanding options of the Chairman and Chief Executive Officer represented 0.053%(1) of the Company’s  
potential share capital as of such date.  
Mr. Desmarest, Chairman of the Board of Directors until May 21, 2010, was not awarded any share subscription options under the 2008  
to 2010 Plans.  
In 2012, the Board of Directors decided not to award any subscription or share purchase options.  
(1) Out of a total potential share capital of 2,398,395,528 shares (see point 1.4., “Potential share capital” of Chapter 8).  
136  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
5
.9.3. Stock options awarded to the ten employees (other than corporate executive officers)  
receiving the largest awards/stock options exercised by the ten employees  
(other than corporate executive officers) exercising the largest number of options  
Total number  
of options  
awarded/  
Exercise  
price  
()  
Grant  
date(  
Expiry  
date  
a)  
exercised  
Options awarded in 2012 to the ten employees  
of TOTAL S.A., or any company in the Group,  
receiving the largest number of options  
-
-
-
-
Options exercised in 2012 by the ten employees  
of TOTAL S.A., or any company in the Group,  
exercising the largest number of options(b)  
122,556  
39.30 07/20/2004 07/20/2012  
39.30(c)  
122,556  
(
(
a) The grant date is the date of the Board meeting awarding the options.  
b) Exercise price as of May 24, 2006. The exercise prices of TOTAL stock options under 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 stock options under these plans were multiplied by an adjustment factor equal to 0.986147  
effective as of May 24, 2006. The exercise prices effective before May 24, 2006 are given in Note 25, points A, B and C to the Consolidated Financial Statements (Chapter 9).  
c) Weighted-average price.  
(
Registration Document 2012. TOTAL  
137  
Corporate governance  
5
Compensation for the administration and management bodies  
5.10. TOTAL global free and performance shares as of December 31, 2012  
5.10.1. History of the distribution of TOTAL performance share grants  
The following table gives a breakdown of TOTAL performance share grants by category of beneficiary (main executive officers,  
other executive officers and other employees).  
Number of  
beneficiaries  
Number of  
shares  
Percentage  
Average  
number  
of shares per  
beneficiary  
awarded(  
a)  
2
008 Plan(b)  
Awarded on October 9, 2008,  
by decision of the Board of Directors  
on September 9, 2008  
Main executive officers(c)  
Other executive officers  
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  
Total  
9,353  
2,791,968  
100%  
299  
2
009 Plan(b)  
Decision of the Board  
on September 15, 2009  
Main executive officers(c)  
Other executive officers  
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  
Total  
10,002  
2,972,018  
100%  
297  
2
010 Plan(e)(b)  
Main executive officers(c)  
Other executive officers  
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  
Decision of the Board  
on September 14, 2010  
Total  
10,381  
3,010,011  
100%  
290  
2
011 Plan  
Main executive officers(c)  
Other executive officers  
Other employees(d)  
29  
274  
9,658  
184,900  
624,000  
2,840,870  
5.1%  
17.1%  
77.8%  
6,376  
2,277  
294  
Decision of the Board  
on September 14, 2011  
Total  
9,961  
3,649,770  
100%  
366  
2
012 Plan  
Main executive officers(c)  
Other executive officers  
Other employees(d)  
33  
274  
9,698  
416,100  
873,000  
3,006,830  
9.7%  
20.3%  
70.0%  
12,609  
3,186  
310  
Decision of the Board  
on July 26, 2012  
Total  
10,005  
4,295,930  
100%  
429  
(
(
(
a) The number of performance shares awarded shown in this table has not been adjusted to take into account the four-for-one stock split approved by the Shareholders’ Meeting  
on May 12, 2006.  
b) For the 2009 and 2010 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 performance shares. The Chairman of the Board and the Chief Executive  
Officer were not awarded any performance shares, with the exception of the 2011 and 2012 Plans. On July 26, 2012, the Board of Directors of TOTAL S.A. decided to grant 53,000  
performance shares to Mr. de Margerie. On September 14, 2011, the Board of Directors of TOTAL S.A. decided to grant 16,000 performance shares to Christophe de Margerie.  
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 performance  
shares under the 2005 Plan, 200 performance shares under the 2007 Plan, 500 performance shares under the 2008 Plan, 240 performance shares under the 2010 Plan, 240  
performance shares under the 2011 Plan and 260 shares under the 2012 Plan.  
(
(
e) Excluding free shares granted as part of the 2010 global free share plan.  
The grant of these performance shares, which were bought back by the Company on the market, will become final after a 2-year acquisition period.  
This final grant is subject to a presence condition and a performance condition (see paragraph 5.6.1. of this Chapter). Moreover, the transfer  
of the performance shares will not be permitted until the end of a 2-year mandatory holding period.  
138  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
5.10.2. Performance share plans  
2008 Plan  
2009 Plan  
2010 Plan  
2011 Plan  
2012 Plan  
Date of the Shareholders’ Meeting  
Grant date(a)  
05/16/2008 05/16/2008 05/16/2008 05/13/2011 05/13/2011  
10/09/2008 09/15/2009 09/14/2010 09/14/2011 07/26/2012  
Closing price on grant date  
35.945  
41.63  
2,791,968  
588  
41.615  
38.54  
2,972,018  
-
39.425  
39.11  
3,010,011  
240  
32.69  
39.58  
36.12  
38.81  
Average repurchase price per share paid by the Company  
Total number of performance shares awarded, including to  
3,649,770 4,295,930  
-
-
Directors(b)  
16,240  
91,400  
53,260  
Ten employees with largest grants(c)  
20,000  
20,000  
20,000  
191,100  
Start of the vesting period  
10/09/2008 09/15/2009 09/14/2010 09/14/2011 07/26/2012  
10/10/2010 09/16/2011 09/15/2012 09/15/2013 07/27/2014  
10/10/2012 09/16/2013 09/15/2014 09/15/2015 07/27/2016  
Date of final grant, subject to specific condition (end of the acquisition period)  
Transfer possible from (end of the mandatory holding period)  
Number of performance shares:  
-
-
-
-
-
Outstanding as of January 1, 2012  
Awarded in 2012  
-
-
-
-
2,988,051  
-
3,630,191  
-
-
4,295,930  
Canceled in 2012  
96  
(96)  
-
832  
(32,650)  
(18,855)  
(5,530)  
-
-
Finally granted in 2012(d)(e)(f)  
Outstanding as of December 31, 2012(d)(e)  
(832) (2,955,401)  
-
-
3,605,806 4,295,930  
(a) The grant date is the date of the Board meeting awarding the performance share grant, except for the performance shares awarded on October 9, 2008, approved by the Board  
on September 9, 2008.  
(
b) Thierry Desmarest, Chairman of the Board of Directors of TOTAL S.A. until May 21, 2010, and Christophe de Margerie, Chief Executive Officer since February 13, 2007 and Chairman  
and Chief Executive Officer since May 21, 2010, were not awarded performance shares under the plans approved by the Board of Directors of TOTAL S.A. on September 9, 2008,  
September 15, 2009 and September 14, 2010.  
On September 14, 2011, the Board of directors of TOTAL S.A. decided to grant 16,000 performance shares to Christophe de Margerie. On July 26, 2012, the Board of Directors  
of TOTAL S.A. decided to grant 53,000 performance shares to Christophe de Margerie.  
In addition, Daniel Boeuf, Director of TOTAL S.A. representing employee shareholders until December 31, 2009, was awarded performance shares further to a decision by the Board of  
Directors of TOTAL S.A. on September 9, 2008. Daniel Boeuf did not receive any free shares further to the decision of the Board of Directors of TOTAL S.A. on September 15, 2009.  
Finally, Claude Clément, Director of TOTAL S.A., representing employee shareholders since May 21, 2010, was awarded 240 performance shares further to the decision of the Board of  
Directors of TOTAL S.A. on September 14, 2011, and 260 shares further to the decision of the Board of Directors of TOTAL S.A. on July 26, 2012. Moreover, Claude Clément was awarded  
2
40 performance shares further to the decision of the Board of Directors of TOTAL S.A. on September 14, 2010.  
(
(
(
(
c) Employees of TOTAL S.A., or of any Group company, who were not directors of TOTAL S.A. as of the date of grant.  
d) Shares finally granted following the death of their beneficiaries (2011 Plan for fiscal year 2012).  
e) Including performance shares finally granted for which the entitlement right had been canceled erroneously.  
f) The acquisition rate linked to the performance condition of the 2010 Plan is 100%.  
In case of a final grant of the outstanding performance shares as of December 31, 2012, the corresponding shares would represent 0.33%(1)  
of the Company’s potential share capital as of such date.  
(1) Out of a total potential share capital of 2,398,395,528 shares (see point 1.4., “Potential share capital” of Chapter 8).  
Registration Document 2012. TOTAL  
139  
Corporate governance  
5
Compensation for the administration and management bodies  
5.10.3. Follow-up on the global free 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 final grant is subject to a continued employment condition during the plan’s vesting period. Depending on the countries in which  
the Group companies are located, the acquisition period is either 2 years, followed by a holding period of 2 years in countries with a 2+2  
structure, or 4 years, without a holding period in countries with a 4+0 structure. Moreover, the granted shares are not subject to any  
performance condition.  
After the acquisition period, the granted shares will become new shares derived from an increase in the capital of TOTAL S.A., further  
to the incorporation of reserves or issue premiums.  
On July 2, 2012, the Chairman and Chief Executive Officer acknowledged the creation and definitive grant of 1,366,950 shares  
to the beneficiaries designated after the two-year vesting period.  
2
010 Plan  
(
2010 Plan  
(4+0)(c)  
Total  
2+2)(b)  
Date of the Shareholders’ Meeting  
Grant date(a)  
Final grant date (end of the acquisition period)  
Transfer authorized as 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  
Outstanding as of January 1, 2010  
Notified  
Cancelled  
Finally granted(d)  
1,508,850  
(125)  
1,070,650 2,579,500  
(75)  
(200)  
(75)  
(75)  
Outstanding as of January 1, 2011  
1,508,650  
1,070,575  
2,579,225  
Notified  
Cancelled  
Finally granted(d)  
-
(29,175)  
(475)  
-
(54,625)  
(425)  
-
(83,800)  
(900)  
Outstanding as of January 1, 2012  
1,479,000  
1,015,525  
2,494,525  
Notified  
Cancelled  
Finally granted(d)(e)  
-
(111,725)  
(1,367,275)  
-
-
(40,275)  
(152,000)  
(350) (1,367,625)  
Outstanding as of December 31, 2012  
-
974,900 974,900  
(
(
(
(
(
a) The June 30, 2010 grant was decided by the Board of Directors on May 21, 2010.  
b) Vesting period of two years followed by a holding period of two years.  
c) Vesting period of four years without a holding period.  
d) Final grant following the death or disability of the beneficiary of the shares.  
e) 1,366,950 shares awarded to the beneficiaries designated after the 2-year vesting period for countries with a 2+2 structure.  
In case of a final grant of the outstanding restricted shares as of December 31, 2012, the corresponding shares would represent 0.041%(1)  
of the Company’s potential share capital as of such date.  
(1) Out of a total potential share capital of 2,398,395,528 shares (see point 1.4., “Potential share capital” of Chapter 8).  
140  
TOTAL. Registration Document 2012  
Corporate governance  
Compensation for the administration and management bodies  
5
5
.10.4. Free TOTAL performance shares granted to Mr. de Margerie,  
Chairman and Chief Executive Officer of TOTAL S.A.  
2011 Plan  
2012 Plan  
Total  
Date of the Shareholders’ Meeting  
Grant date  
05/13/2011 05/13/2011  
09/14/2011 07/26/2012  
Closing price on grant date  
Average repurchase price per share paid by the Company  
32.690  
39.58  
36.120  
38.81  
Shares awarded by the Board  
16,000  
53,000  
69,000  
Start of the acquisition period  
Date of final grant, subject to specific condition (end of the acquisition period)  
09/14/2011 07/26/2012  
09/15/2013 07/27/2014  
Transfer possible from (end of the mandatory holding period)  
Finally granted in 2012  
09/15/2015 07/27/2016  
-
-
-
For the 2011 and 2012 Plans, the Board has subjected the performance shares granted to the Chairman and Chief Executive Officer to  
performance and presence conditions (see paragraph 5.6.2. of this Chapter).  
In case of a final grant of the outstanding shares of the Chairman and Chief Executive Officer, as of December 31, 2012, the corresponding  
shares would represent 0.0029%(1) of the Company’s potential share capital as of such date.  
Mr. Desmarest, Chairman of the Board of Directors until May 21, 2010, was not awarded any performance shares under the 2005 to 2010 Plans.  
5
.10.5. Performance share grants to the ten employees  
(
other than corporate executive officers)  
receiving the largest number of performance shares  
Number of  
performance  
shares  
Grant  
date  
Final  
grant date  
(end of the  
acquisition  
period)  
Availability  
date (end of  
mandatory  
holding  
granted/finally  
awarded  
period)  
Performance share grants approved by the Board meeting  
on July 26, 2012 to the ten TOTAL S.A. employees (other than directors)  
receiving the largest number of performance shares(a)  
Performance shares finally awarded in 2012 following the performance  
share plan approved by the Board meeting on September 14, 2010,  
to the ten employees (other than corporate executive officers) at the time  
of such approval receiving the largest number of performance shares(b)  
191,100 07/26/2012 07/27/2014 07/27/2016  
20,000 09/14/2010 09/15/2012 09/15/2014  
(
a) Grant approved by the Board on July, 26 2012. Grants of these performance shares will become final, subject to a performance condition, after a 2-year acquisition period (i.e., on July 27,  
014) (see paragraph 5.6.1. of this Chapter). Moreover, the transfer of the performance shares will not be permitted until the end of a 2-year mandatory holding period (i.e., on July 27, 2016).  
2
(
b) This final grant is subject to a performance condition (see point 5.6.1. of this Chapter). The acquisition rate of the shares awarded, linked to the performance condition, was 100%.  
Moreover, the transfer of the performance shares finally awarded will only be permitted after the end of a 2-year mandatory holding period (i.e., from September 15, 2014).  
(1) Out of a total potential share capital of 2,398,395,528 shares (see point 1.4., “Potential share capital” of Chapter 8).  
Registration Document 2012. TOTAL  
141  
Corporate governance  
5
Employees, share ownership  
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  
Refining &  
Marketing  
Corporate  
Total  
Chemicals & Services  
2012  
18,045  
51,545  
26,071  
1,465  
97,126  
2
2
011  
010  
17,605  
16,967  
50,363  
50,458  
26,683  
24,056  
1,453  
1,374  
96,104  
92,855  
France  
Rest of  
Europe  
Rest of  
the Word  
Total  
2012  
35,003  
22,823  
39,300  
97,126  
2
2
011  
010  
35,037  
35,169  
22,437  
24,931  
38,630  
32,755  
96,104  
92,855  
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)  
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  
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 Shares (ADS), 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.  
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.  
6.2.2. Profit-sharing agreements  
6.2.1. Company savings plans  
Under the June 29, 2012 profit-sharing agreements concerning  
twelve Group companies, the amount available for employees  
profit-sharing is determined, based on the return on equity (ROE)  
performance of the Group, as well as on the trend of the total  
recordable incident rate (TRIR) in view of the objectives and thresholds  
set out for each business unit.  
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”).  
6.2.3. Employee shareholding  
The total number of TOTAL shares held by employees as of December 31, 2012, is as follows:  
TOTAL ACTIONNARIAT FRANCE”  
TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION”  
ELF PRIVATISATION N°1”  
80,038,262  
19,995,266  
885,095  
Shares held by U.S. employees  
410,535  
Group Caisse Autonome (Belgium)  
389,024  
TOTAL shares from the exercise of the Company’s stock options  
and held as registered shares within a Company Savings Plan (PEE)(a)  
3,115,397  
Total shares held by employees  
104,833,579  
(a) Company savings plans.  
142  
TOTAL. Registration Document 2012  
 
Corporate governance  
Employees, share ownership  
5
As of December 31, 2012, 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, 104,833,579  
TOTAL shares, representing 4.43% of the Company’s share  
capital and 8.05% of the voting rights that could be exercised at  
a Shareholders’ Meeting on that date.  
in view of giving the employees of foreign subsidiaries similar  
advantages as those granted to employees covered by the  
seventeenth resolution.  
Pursuant to these delegations, the Board of Directors at its meeting  
on September 18, 2012 decided to proceed with a capital increase  
reserved for employees of the Group, including a standard  
subscription offer and a leveraged offer at the discretion of the  
employees, within the limit of 18 million shares with dividend rights  
as of January 1, 2012. It also delegated to the Chairman and Chief  
Executive Officer all powers to determine the opening and closing  
dates of the subscription period and the subscription price.  
This capital increase, opened in 2013, should be closed prior  
to the 2013 Shareholders’ Meeting.  
The management of each of the three FCPEs (Collective investment  
funds) mentioned above is controlled by a dedicated Supervisory  
board, two-thirds of its members representing holders of fund units  
and one-third representing the Company. This board is responsible  
for reviewing the Collective investment funds’ management report  
and annual financial statements as well as the financial, administrative  
and accounting management, exercising voting rights attached to  
portfolio securities, deciding contribution of securities in case of a  
public tender offer, deciding mergers, spin-offs or 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.  
The previous capital increase reserved for employees of the Group  
had been decided by the Board of Directors at its meeting on  
October 28, 2010 pursuant to the authorization of the Combined  
Shareholders’ Meeting on May 21, 2010 and had resulted in  
the subscription of 8,902,717 shares, each with a par value  
of 2.5 at the unit price of 34.80, the issuance of which  
had been recognized on April 28, 2011.  
These rules and procedures also stipulate a simple majority vote  
for decisions, except for decisions requiring a qualified majority vote  
of two-thirds plus one related to a change in a fund’s rules and  
procedures, its conversion or disposal.  
6
.2.5. Capital increase from the global free  
For employees holding shares outside of the employee collective  
investment funds mentioned in the table above, voting rights are  
exercised individually.  
share plan for employees of the Group  
The Shareholders’ Meeting on May 16, 2008 authorized the Board  
of Directors to proceed with the free grant of Company shares to  
employees of the Group as well as to corporate executive officers  
of the Company or Group companies, for a period of 38 months,  
within the limit of 0.8% of the outstanding share capital at the date  
of the decision of the Board of Directors to grant such shares.  
6
.2.4. Capital increase reserved  
for Group employees  
At the Combined Shareholders’ Meeting held on May 11, 2012,  
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, reserving subscriptions for such  
issuance to the Group employees participating in a company  
savings plan.  
Pursuant to this authorization, the Board of Directors at its meeting  
on May 21, 2010 decided on the terms and conditions of the global  
free plan for TOTAL shares in favor of the employees of the Group  
and delegated to the Chairman and Chief Executive Officer of the  
Company all powers necessary for implementing this plan.  
In this respect, on July 2, 2012, the Chairman and Chief Executive  
Officer of the Group acknowledged the issue and definitive grant  
of 1,366,950 common shares each with a par value of 2.50  
to the designated beneficiaries, in application of the grant conditions  
approved by the Board of Directors at its meeting on May 21, 2010.  
At the same Shareholders’ Meeting, the shareholders also  
delegated to the Board of Directors powers to increase the share  
capital of the Company in one or more transactions and within a  
maximum period of eighteen months from the date of the meeting,  
6.3. Shares held by the administration and management bodies  
As of December 31, 2012, 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): 314,385 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: 105,556 shares and  
59,419 shares of the “TOTAL ACTIONNARIAT FRANCE”  
collective investment plan;  
Management Committee (including the Chairman and Chief  
Executive Officer) and Treasurer: 525,320 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.  
Registration Document 2012. TOTAL  
143  
Corporate governance  
5
Employees, share ownership  
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 2012 by the individuals concerned under paragraphs a) through c) of Article L. 621-18-2 of the French Monetary and Financial Code.  
Year 2012  
Acquisition Subscription  
Transfer  
Exchange  
Exercise  
of stock  
options  
Christophe de Margerie(a)  
TOTAL shares  
-
-
-
-
-
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
5,549.57  
-
-
-
-
-
-
-
-
-
Philippe Boisseau(a)  
TOTAL shares  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
241.88  
-
296.08  
-
-
-
-
-
-
-
Yves-Louis Darricarrère(a)  
Patrick de La Chevardière(a)  
Jean-Jacques Guilbaud(a)  
Patrick Pouyanné(a)  
TOTAL shares  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
648.67  
-
-
-
-
-
-
-
-
-
TOTAL shares  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
536.77  
-
280.88  
-
1,149.63  
14,720  
-
-
-
-
TOTAL shares  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
944.21  
-
343.95  
-
-
-
-
-
-
-
TOTAL shares  
Shares in collective investment  
plans (FCPE), and other related  
financial instruments(b)  
500.51  
275.97  
-
-
-
(
(
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.  
144  
TOTAL. Registration Document 2012  
6.TOTAL et ses actionnaires  
TOTAL and its shareholders  
6
TOTAL and its shareholders  
1.  
Listing details  
146  
1
1
.1.  
.2.  
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146  
Share performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .147  
2.  
Dividend  
150  
2.1.  
2.2.  
2.3.  
Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150  
Dividend payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .151  
Coupons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .151  
3.  
Share buybacks  
152  
3.1.  
3.2.  
3.3.  
Share buybacks and cancellations in 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .152  
Board’s report on share buybacks and sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .152  
2013-2014 share buyback program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .154  
4.  
Shareholders  
156  
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .156  
Merger of TOTAL with PetroFina in 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .156  
Merger of TotalFina with Elf Aquitaine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .156  
Major shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .157  
Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .158  
Shares held by members of the administrative and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159  
Employee shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159  
Shareholding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159  
Regulated agreements and undertakings and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159  
5.  
Information for foreign shareholders  
160  
5
5
.1.  
.2.  
American holders of ADRs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .160  
Non-resident shareholders (other than American shareholders) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .160  
6.  
Investor Relations  
162  
6.1.  
6.2.  
6.3.  
6.4.  
6.5.  
6.6.  
6.7.  
6.8.  
Communication policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .162  
Relationships with institutional investors and financial analysts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .162  
A quality relationship serving Individual Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .162  
Registered shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .163  
Individual Shareholders Department Contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .164  
2013 Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .164  
2014 Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .164  
Investor Relations Department contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .165  
Registration Document 2012. TOTAL  
145  
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, 2012  
Paris, New York, London and Brussels  
92.3 billion(2)  
123.1 billion(3)  
$
1.1.2. Codes  
ISIN  
FR0000120271  
TOTF.PA  
FP FP  
1.1.8. Percentage of free float  
Reuters  
Bloomberg  
Datastream  
Mnémo  
As of December 31, 2012, the free float factor determined by  
Euronext for calculating TOTAL’s weight in the CAC 40 was 90%.  
The free float factor determined by Euro Stoxx for calculating  
TOTAL’s weight in the euro Stoxx 50 was 95%.  
F: TAL  
FP  
1
.1.3. Included in the following stock indexes  
1.1.9. Par value  
CAC 40, Euro Stoxx 50, Stoxx Europe 50, DJ Global Titans  
2.50  
1
.1.4. Included in the following ESG indexes  
(
Environment, Social, Governance)  
1.1.10. Credit ratings of the long-term and  
short-term debt (long term/outlook/short term)  
DJSI World, DJSI Europe, FTSE4Good, ASPI  
As of December 31  
2012  
2011  
1
.1.5. Weight in the main indexes as of  
Standard & Poor’s  
Moody’s  
DBRS  
AA-/Stable/A-1+  
Aa1/Neg/P-1  
AA/Stable/R-1 (middle) AA/Stable/R-1 (middle)  
AA-/Stable/A-1+  
Aa1/Stable/P-1  
December 31, 2012  
CAC 40  
11.9%  
2nd largest weight in the index  
Largest weight in the index  
8th largest weight in the index  
42nd largest weight in the index  
EURO STOXX 50  
STOXX EUROPE 50  
DJ GLOBAL TITANS  
5.5%  
3.2%  
1.6%  
1
.1.6. Market capitalization  
on Euronext Paris and in the euro zone  
as of December 31, 2012  
TOTAL has the second largest capitalization on the Euronext Paris  
regulated market. Based on the market capitalization of the  
companies that make up the Euro Stoxx 50, the largest market  
(a)  
capitalizations in the euro zone are as follows :  
As of December 31, 2012  
(B)  
AB InBev  
Sanofi  
TOTAL  
Unilever  
Volkswagen  
SAP  
105.6  
94.5  
92.3  
86.8  
77.3  
74.6  
(a) Source: Bloomberg for companies other than TOTAL.  
(
(
(
1) Shares outstanding as of December 31, 2012: 2,365,933,146.  
2) TOTAL closing share price in Paris as of December 31, 2012: 39.01.  
3) TOTAL ADR price in New York as of December 31, 2012: $52.01.  
146  
TOTAL. Registration Document 2012  
 
TOTAL and its shareholders  
Listing details  
6
1.2. Share performance  
TOTAL share price (in euros)  
in Paris (2009-2012)  
TOTAL ADR price (in dollars)  
in New York (2009-2012)  
2
009  
2010  
2011  
2012  
2009  
2010  
2011  
2012  
1
1
1
1
1
40  
30  
20  
10  
00  
0
0
0
0
150  
140  
130  
120  
110  
100  
90  
9
8
7
6
80  
70  
TOTAL  
CAC 40  
Eurostoxx 50  
TOTAL  
Dow Jones  
1
.2.1. Arkema spin-off  
1.2.2. Change in share prices in Europe of  
the major European oil companies between  
January 1, 2012 and December 31, 2012  
(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 10 allotment rights entitling  
the holder to one Arkema share. Since May 18, 2006,  
TOTAL (euro)  
-1.2%  
Royal Dutch Shell A (euro)  
Royal Dutch Shell B (pound sterling)  
BP (pound sterling)  
ENI (euro)  
-7.7%  
-11.4%  
-7.8%  
+14.6%  
Arkema’s shares have been traded on Euronext Paris.  
Source: Bloomberg.  
Pursuant to the provisions of 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 Echos, Arkema shares corresponding  
to allotment rights for fractional shares which were unclaimed  
as of August 3, 2008 were sold on Euronext Paris at  
1.2.3. Change in share prices in the United  
States (ADR quotes for European companies)  
of the major international oil companies  
between January 1, 2012 and  
an average price of 32.5721 per share. As a result,  
December 31, 2012 (closing price in dollars)  
from August 3, 2008, the indemnity price per share of allotment  
rights for Arkema shares 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.  
TOTAL  
+1.8%  
+2.1%  
-5.7%  
-6.7%  
+1.6%  
-2.6%  
ExxonMobil  
Royal Dutch Shell A  
Royal Dutch Shell B  
Chevron  
BP  
ENI  
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 20 years.  
After this time limit, the amounts will permanently become the  
property of the French State.  
+19.1%  
+4.4%  
ConocoPhillips  
Source: Bloomberg.  
Registration Document 2012. TOTAL  
147  
 
TOTAL and its shareholders  
6
Listing details  
1.2.4. Appreciation of a portfolio invested in TOTAL shares  
Net yield of 6.8% per year over 10 years (excluding tax credit).  
1.2.5. Multiplication of the initial investment by 1.9 over 10 years  
As of December 31, 2012, for every 1,000 invested in TOTAL shares 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  
Value as of  
December 31, 2012  
of 1,000 invested  
total return  
CAC 40(b)  
TOTAL(a)  
TOTAL  
CAC 40  
1
5
1
1
year  
years  
0 years  
5 years  
4.68%  
-2.65%  
6.83%  
7.61%  
18.83%  
-5.04%  
4.86%  
3.84%  
1,047  
874  
1,936  
3,005  
1,188  
772  
1,608  
1,759  
(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 in 2006 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  
Share price ()  
2012  
2011  
2010  
2009  
2008  
Highest (during regular trading session)  
Lowest (during regular trading session)  
42.97  
33.42  
44.55  
29.40  
46.74  
35.66  
45.79  
34.25  
59.50  
31.52  
End of the year (closing)  
Average of the last 30 trading sessions (closing)  
39.01  
38.73  
39.50  
37.65  
39.65  
39.16  
45.01  
43.19  
38.91  
39.58  
Trading volume (average per session)(a)  
Euronext Paris  
New York Stock Exchange (number of ADRs)  
5,622,504  
3,291,705  
6,565,732  
4,245,743  
6,808,245  
3,329,778  
7,014,959 11,005,751  
2,396,192  
2,911,002  
Dividend(b)  
2.34  
2.28  
2.28  
2.28  
2.28  
(
a) Number of shares traded. Source: Euronext Paris, NYSE, composite price.  
(
b) The 2012 dividend is subject to approval by the Shareholders Meeting of May 17, 2013. This amount includes the three quarterly interim dividends paid for fiscal year 2012. The first interim  
dividend was 0.57 per share and the next two were 0.59 per share. They were paid on September 27, 2012, December 20, 2012 and March 21, 2013, and are eligible for the 40%  
rebate applicable to individuals residing in France for tax purposes, as stipulated in Article 158 of the French General Tax Code.  
148  
TOTAL. Registration Document 2012  
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  
()  
b)  
()  
September 2011  
October 2011  
November 2011  
December 2011  
January 2012  
February 2012  
March 2012  
April 2012  
May 2012  
June 2012  
July 2012  
8,892,990  
7,406,110  
6,225,062  
5,586,121  
5,926,545  
4,675,941  
7,698,539  
6,852,234  
6,320,325  
7,184,689  
6,023,646  
4,233,984  
5,905,512  
4,360,378  
4,221,212  
4,217,316  
3,645,252  
5,430,672  
34.820  
39.810  
38.705  
39.605  
40.890  
42.400  
42.970  
39.400  
36.925  
35.625  
38.080  
40.675  
41.995  
40.110  
39.695  
39.940  
40.820  
40.480  
42.970  
29.400  
31.730  
34.570  
35.940  
38.570  
40.225  
37.020  
35.400  
33.900  
33.420  
34.505  
37.340  
38.600  
37.970  
36.925  
38.060  
39.030  
37.040  
August 2012  
September 2012  
October 2012  
November 2012  
December 2012  
January 2013  
February 2013  
Maximum for the period  
Minimum for the period  
29.40  
(
(
a) Source: Euronext Paris.  
b) Number of shares traded.  
TOTAL share price at closing on Euronext Paris  
()  
2011  
2012  
4
4
4
4
3
3
3
3
3
6
4
2
0
8
6
4
2
0
TOTAL average daily volume traded on Euronext Paris  
in millions of shares)  
(
2011  
2012  
9.09  
8.89  
7
.70  
7
.41  
7
.18  
6
.85  
6.32  
6.53  
6.67  
6.21  
6.23  
6.02  
5.91  
5
.19  
.81  
5.93  
5.59  
5.54 5.51  
5
4
.68  
4
.23  
4.36 4.22 4.22  
y
y
h
c
Mar  
y
y
h
c
Mar  
ar  
ar  
ne  
ber  
ar  
u
ar  
ne  
ber  
o
ct  
u
April  
May  
Ju  
July  
August  
o
April  
May  
Ju  
July  
August  
ct  
Jan  
ebru  
O
vember  
Jan  
ebru  
O
vember  
o
N December  
F
o
F
eptember  
N
December  
eptember  
S
S
Registration Document 2012. TOTAL  
149  
TOTAL and its shareholders  
6
Dividend  
2. Dividend  
2.1. Dividend policy  
2
.1.1. Dividend payment policy  
Subject to the applicable legislative and regulatory provisions,  
and 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 ex-date calendar  
for the interim quarterly dividends and the final dividend for fiscal  
year 2013 is expected to be as follows:  
Until the payment of the 2010 dividend, the Company paid an  
interim dividend in November and the remainder after the annual  
Shareholders’ Meeting. Consequently, for fiscal year 2010, an interim  
dividend of 1.14 per share and the remainder of 1.14 per share  
were paid respectively on November 17, 2010 and May 26, 2011.  
st  
1 interim dividend: September 24, 2013;  
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 starting in 2011.  
– 2nd interim dividend: December 16, 2013;  
– 3rd interim dividend: March 24, 2014;  
– Remainder: June 2, 2014.  
The provisional ex-dividend dates above relate to the TOTAL  
shares traded on the NYSE Euronext Paris.  
2.1.2. 2012 and 2013 dividends  
TOTAL paid three quarterly interim dividends for 2012:  
Dividends in euros for the last five fiscal years  
the first quarterly interim dividend of 0.57 per share for fiscal  
year 2012, approved by the Board of Directors on April 26, 2012,  
was paid in cash on September 27, 2012 (the ex-dividend date  
was September 24, 2012);  
2008  
2009  
2010  
2011  
2012  
2.34  
2.28  
2.28  
2.28  
2.28  
the second quarterly interim dividend of 0.59 per share  
for fiscal year 2012, approved by the Board of Directors  
on July 26, 2012, was paid in cash on December 20, 2012  
(the ex-dividend date was December 17, 2012);  
the third quarterly interim dividend of 0.59 per share  
for fiscal year 2012, approved by the Board of Directors  
on October 30, 2012, was paid in cash on March 21, 2013  
(the ex-dividend date was March 18, 2013).  
Remainder  
Interim dividend  
For fiscal year 2012, TOTAL plans to continue its dividend policy by  
proposing a dividend of 2.34 per share at the Shareholders’ Meeting  
on May 17, 2013, including a remainder of 0.59 per share, with  
an ex-dividend date on June 24, 2013 and a payment on June 27,  
In 2012, TOTAL’s pay-out ratio was 43% (1). Changes in  
the pay-out ratio(2) over the past five years are as follows:  
2013. This dividend is 2.6% higher than the previous year.  
2008  
2009  
2010  
2011  
2012  
66%  
50%  
45%  
43%  
3
7%  
(
1) Based on adjusted fully-diluted earnings per share of 5.45.  
(2) Based on adjusted fully-diluted earnings for the relevant year.  
150  
TOTAL. Registration Document 2012  
 
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, or registered in a custody account. It 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, in compliance with 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 as from January 1, 2008, the effective date of the law. In addition,  
new CRs were issued following TOTAL’s four-for-one stock split in 2006. ING Belgique is the bank handling the payment of all coupons  
detached from outstanding CRs.  
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. TOTAL Strips-VVPR  
Strips-VVPR were securities that allowed shareholders residing in Belgium to reduce the Belgian withholding tax applicable to securities  
income on the dividend paid by TOTAL.  
Under the 2013 budget, the Belgian government standardized the withholding tax applicable to securities income on dividends and interest  
at 25%. The Belgian law of December 27, 2012 provides for a single withholding tax of 25%, which has marked the end of Strips-VVPR.  
Strips-VVPR granted rights only if accompanied by TOTAL shares. There were 227,734,056 TOTAL strips-VVPR outstanding as of  
December 31, 2012.  
2.3. Coupons  
For the year ended  
Ex-dividend  
date  
Payment  
date  
Expiration  
date  
Nature and amount  
of the coupon  
Net amount  
()  
2006  
2007  
2008  
2009  
2010  
2011  
11/17/2006  
11/17/2006  
05/18/2007  
11/17/2011  
05/18/2012  
Interim dividend (no. 19)  
Remainder (no. 20)  
0.87  
1
0
5/18/2007  
11/16/2007  
5/20/2008  
11/14/2008  
5/19/2009  
11/13/2009  
5/27/2010  
11/12/2010  
5/23/2011  
09/19/2011  
11/16/2007  
05/20/2008  
11/16/2012  
05/20/2013  
Interim dividend (no. 21)  
Remainder (no. 22)  
1
1.07  
0
11/19/2008  
05/22/2009  
11/19/2013  
05/22/2014  
Interim dividend (no. 23)  
Remainder (no. 24)  
1.14  
1.14  
0
11/18/2009  
06/01/2010  
11/18/2014  
06/01/2015  
Interim dividend (no. 25)  
Remainder (no. 26)  
1.14  
1.14  
0
11/17/2010  
05/26/2011  
11/17/2015  
05/26/2016  
Interim dividend (no. 27)  
Remainder (no. 28)  
1.14  
1.14  
0
09/22/2011  
12/22/2011  
03/22/2012  
06/21/2012  
09/22/2016  
12/22/2016  
03/22/2017  
06/21/2017  
Interim dividend (no. 29)  
Interim dividend (no. 30)  
Interim dividend (no. 31)  
Remainder (no. 32)  
0.57  
0.57  
0.57  
0.57  
12/19/2011  
03/19/2012  
06/18/2012  
2
012(a)  
09/24/2012  
09/27/2012  
12/20/2012  
03/21/2013  
06/27/2013  
09/27/2017  
12/20/2017  
03/21/2018  
06/27/2018  
Interim dividend (no. 33)  
Interim dividend (no. 34)  
Interim dividend (no. 35)  
Remainder (no. 36)  
0.57  
0.59  
0.59  
0.59  
12/17/2012  
03/18/2013  
06/24/2013  
(
a) A resolution will be submitted to the Shareholders’ Meeting on May 17, 2013 to pay a cash dividend of 2.34 per share for fiscal year 2012, including a remainder of 0.59 per share,  
with an ex-dividend date on June 24, 2013 and a payment date on June 27, 2013.  
Registration Document 2012. TOTAL  
151  
 
TOTAL and its shareholders  
6
Share buybacks  
3. Share buybacks  
The Shareholders’ Meeting of May 11, 2012, 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  
replaced the previous authorization granted by the Shareholders’  
Meeting of May 13, 2011.  
A resolution will be submitted to the Shareholders’ Meeting  
on May 17, 2013 to authorize trading in TOTAL shares through  
a share buyback program carried out in accordance with Article  
L. 225-209 of the French Commercial Code and European  
Regulation 2273 / 2003 of December 22, 2003. This program  
is described in paragraph 3.3. of this Chapter.  
2273 / 2003 of December 22, 2003, to buy and sell the Company’s  
shares as part 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 share capital.  
This authorization was granted for a period of 18 months and  
3.1. Share buybacks and cancellations in 2012  
In 2012, TOTAL bought back 1,800,000 of its own shares in connection with restricted share grant plans, i.e. approximately 0.08% of the  
share capital(1)  
.
Percentage of share capital bought back  
2008  
2009  
2010  
2011  
2012  
1
.0%  
0
.08%  
0
.0%  
0.0%  
0.0%  
3.2. Board’s report on share buybacks and sales  
3
.2.1. Share buybacks during 2012  
December 31, 2012 was 108,391,639, representing 4.58%  
of TOTAL’s share capital, comprised of, on the one hand,  
8,060,371 treasury shares, including 7,994,470 shares held  
to cover the restricted share grant plans and 65,901 shares  
to be allocated to new share purchase option plans or new  
restricted share grant plans and, on the other hand,  
100,331,268 shares held by subsidiaries.  
Under the authorization granted by the Shareholders’ Meeting  
of May 11, 2012, 1,800,000 TOTAL shares, each with a par value  
of 2.5, were bought back by the Group in 2012, i.e. 0.08%  
of the share capital as of December 31, 2012. This buyback was  
completed at an average price of 37.80 per share, for a total cost  
of approximately 68.03 million, excluding transaction fees.  
This buyback is intended to cover the restricted share grant plan  
approved by the Board of Directors on July 26, 2012.  
For shares bought back to be allocated to Company or Group  
Employees pursuant to the objectives referred to in Article 3  
of EC Regulation 2273/2003 of December 22, 2003, note that,  
when such shares are held to cover share purchase option plans  
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 option plans or restricted share  
grant plans that may be approved by the Board of Directors.  
3
.2.2. Shares registered in the name  
of the Company and its subsidiaries  
as of December 31, 2012  
As of December 31, 2012, the Company held 8,060,371 treasury  
shares, representing 0.34% of TOTAL’s share capital. By law, the  
voting rights and dividend rights of these shares are suspended.  
3.2.3. Transfer of shares during fiscal year 2012  
After taking into account the shares held by Group subsidiaries,  
which are entitled to a dividend but deprived of voting rights,  
the total number of TOTAL shares held by the Group as of  
2,962,534 TOTAL shares were transferred in 2012 following  
the final award of shares under the restricted share grant plans.  
(1) Average share capital of year N = (share capital at December 31 N-1 + share capital at December 31 N)/2.  
152  
TOTAL. Registration Document 2012  
 
 
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 fiscal year 2010, 2011 and 2012  
TOTAL did not cancel any shares in 2010, 2011 and 2012.  
Between January 1, 2012 and February 28, 2013, the Company  
did not use any derivative products on the financial markets as part  
of the share buyback programs successively authorized by the  
Shareholders’ Meetings of May 13, 2011 and May 11, 2012.  
The Shareholders’ Meeting of May 11, 2012 authorized the Board  
of Directors to reduce the share capital on one or more occasions  
by canceling shares held by the Company up to a maximum of  
1
0% of the share capital over a 24-month period. As a result,  
based on 2,365,933,146 shares outstanding on December 31,  
012, the Company may cancel a maximum of 236,593,314  
3.2.7. Shares held in the name  
of the Company and its subsidiaries  
as of February 28, 2013  
2
shares before reaching the cancellation threshold of 10% of share  
capital canceled over a 24-month period.  
As of February 28, 2013, the Company held 8,060,271 treasury  
shares, representing 0.34% of TOTAL’s share capital. By law, the  
voting rights and dividend rights of these shares are suspended.  
3
.2.5. Reallocation for other approved  
purposes during fiscal year 2012  
After taking into account the shares held by Group subsidiaries, which  
are entitled to a dividend but deprived of voting rights, the total  
number of TOTAL shares held by the Group as of February 28, 2013  
was 108,391,539, representing 4.58% of TOTAL’s share capital,  
comprised of, on the one hand, 8,060,271 treasury shares,  
including 7,994,470 shares held to cover the restricted share grant  
plans and 65,801 shares to be allocated to new share purchase  
option plans or new restricted share grant plans and, on the other  
hand, 100,331,268 shares held by subsidiaries.  
Shares purchased by the Company under the authorization granted  
by the Shareholders’ Meeting of May 11, 2012, or under previous  
authorizations, were not reallocated in 2012 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, 2012 to February 28, 2013 :  
Cumulative gross movements Open positions as of February 28, 2013  
Purchases  
Sales  
Open purchase positions  
Open sales positions  
Number of shares  
1,800,000  
-
Bought  
Forward  
Sold  
Forward  
calls  
purchases  
calls  
sales  
Maximum average maturity  
Average transaction price ()  
Average exercise price  
Amounts ()  
-
37.8  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
68,032,460  
(
a) In compliance with the applicable regulations as of February 28, 2013, the period indicated begins on the day after the date used as a reference for the publication of information  
regarding the previous program published in the 2011 Registration Document.  
Moreover, 2,951,242 TOTAL shares were transferred between March 1, 2012 and February 28, 2013 following the final award of shares  
under the restricted share grant plans.  
As of February 28, 2013  
Percentage of share capital held by TOTAL S.A.  
0.34%  
Number of shares held in portfolio(a)  
Book value of portfolio (at purchase price) (M)  
Market value of the portfolio (M)(b)  
8,060,271  
316  
309  
Percentage of capital held by the entire Group(c)  
4.58%  
Number of shares held in portfolio  
Book value of portfolio (at purchase price) (M)  
Market value of the portfolio (M)(b)  
108,391,539  
3,342  
4,151  
(
(
(
a) TOTAL S.A. did not buy back any shares during the three trading days preceding February 28, 2013. As a result, TOTAL S.A. owns all the shares held in portfolio as of that date.  
b) Based on a closing price of 38.295 per share as of February 28, 2013.  
c) TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.  
Registration Document 2012. TOTAL  
153  
TOTAL and its shareholders  
6
Share buybacks  
3.3. 2013-2014 share buyback program  
3
.3.1. Description of the share buyback  
ratio of the number of shares outstanding before the transaction  
to the number of shares outstanding after the transaction.  
program under Article 241-1 et seq. of the  
General Regulation of the French Financial  
Markets Authority (Autorité des marchés  
financiers - AMF)  
Pursuant to Article L. 225-209 of the French Commercial Code,  
the maximum number of shares that may be bought under this  
authorization may not exceed 10% of the total number of shares  
outstanding as of the date on which this authorization is used.  
Purchases made by the Company may under no circumstances  
result in the Company holding more than 10% of the share capital,  
either directly or indirectly through indirect subsidiaries.  
Objectives of the share buyback program:  
reduce the Company’s capital through the cancellation of shares;  
honor the Company’s obligations related to securities convertible  
or exchangeable into Company shares;  
Of the 2,365,933,146 shares outstanding as of December 31, 2012,  
the Company held 8,060,371 shares directly and 100,331,268  
shares indirectly through its subsidiaries, for a total of 108,391,639  
shares. Under these circumstances, the maximum number of  
shares that the Company could buy back is 128,201,675 shares,  
and the maximum amount that the Company may spend to acquire  
such shares is 8,974,117,250.  
honor the Company’s obligations related to stock option  
programs or other share grants to the Company’s management  
or to employees of the Company or a Group subsidiary;  
deliver shares (by exchange, payment or otherwise) in  
connection with external growth operations; and  
stimulate the secondary market or the liquidity of the TOTAL  
share under a liquidity agreement.  
The purpose of this share buyback program will be to reduce the  
Company’s share capital or to allow the Company to fulfill its  
obligations related to:  
3.3.2. Legal framework  
– securities convertible or exchangeable into Company shares;  
share purchase option programs, restricted share grant plans,  
employee shareholding plans or company savings plans,  
or other share grants to management or employees of the  
Company or a Group company.  
Implementation of this share buyback program, which is in line  
with the legislative framework created by French Law 98-546  
of July 2, 1998 laying down various economic and financial  
provisions and with the provisions of European Regulation  
2
273 / 2003 of December 22, 2003, is subject to approval by  
Share buybacks may also be motivated by any of the market  
practices allowed by the French Financial Markets Authority,  
namely, as of December 31, 2012:  
the TOTAL S.A. Shareholders’ Meeting of May 17, 2013 through  
the fourth resolution which reads as follows:  
Upon presentation of the report of the Board of Directors and  
– the delivery of shares (by exchange, payment or otherwise)  
in connection with external growth, merger, spin-off or  
contribution operations, without exceeding the limit stipulated  
in Article L. 225-209, paragraph 6., of the French Commercial  
Code, for merger, spin-off or contribution operations; or  
certain information contained in the program description prepared  
in accordance with Article 241-1 et seq. 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, European  
Regulation 2273 / 2003 of December 22, 2003, and the General  
Regulation of the French Financial Markets Authority, the  
Shareholders’ Meeting, voting under conditions for quorum  
and majority required for ordinary general meetings, hereby  
authorizes the Board of Directors, with the option to sub-delegate  
such powers under the conditions provided by law, to buy or  
sell shares of the Company as part of a share buyback program.  
stimulation of the secondary market or the liquidity of the  
TOTAL share by an investment service provider under a liquidity  
agreement that complies with the ethics rules recognized by  
the French Financial Markets Authority.  
This program may also be used by the Company to trade in its  
own shares, either on or off the market, for any other authorized  
purpose or permitted market practice, or any practice which  
may be authorized by applicable laws or regulations or permitted  
by the French Financial Markets Authority. In case of transactions  
for purposes other than those mentioned above, the Company will  
inform its shareholders in a press release.  
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 through the purchase or sale of  
blocks of shares, under the conditions authorized by the relevant  
market authorities. These means include the use of any financial  
derivative instrument traded on regulated markets, multilateral  
trading facilities or over the counter and the implementation  
of option strategies.  
Based on these purposes, the shares of the Company acquired  
through this program may be:  
canceled up to the maximum legal limit of 10% of the total  
number of shares outstanding on the date of the operation, over  
a 24-month period;  
These transactions may be carried out at any time, except  
during public offerings for the Company’s shares, in accordance  
with applicable rules and regulations.  
granted free of charge to the Group’s employees and to  
management of the Company or Group companies;  
The maximum purchase price is set at 70 per share.  
delivered to recipients of the Company’s share purchase options  
having exercised such options;  
In case of a capital increase by capitalization of reserves and  
restricted share grants, and in case of a stock-split or a reverse-  
stock-split, this maximum price shall be adjusted by applying the  
sold to employees, either directly or through Company savings  
plans;  
154  
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TOTAL and its shareholders  
Share buybacks  
6
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; or  
3.3.3. Conditions  
Maximum share capital to be purchased and maximum funds  
allocated to the transaction  
used in any other manner that is consistent with the purposes  
stated in this resolution.  
The maximum number of shares that may be purchased under the  
authorization proposed to the Shareholders’ Meeting of May 17,  
While they are held by the Company, such shares will be deprived  
of voting rights and dividend rights.  
2013 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 may under no circumstances  
result in the Company holding more than 10% of the share capital,  
either directly or indirectly through subsidiaries.  
This authorization is granted for an 18-month period from the date  
of this Meeting.  
The Board of Directors is hereby granted full powers, 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 the unused  
portion, the fourth resolution of the Combined Shareholders’  
Meeting held on May 11, 2012.”  
Before any share cancellation under the authorization given by  
the Shareholders’ Meeting of May 11, 2012, based on the number  
of shares outstanding as of December 31, 2012 (2,365,933,146  
shares), and given the 108,391,539 shares held by the Group as of  
February 28, 2013, i.e. 4.58% of the share capital, the maximum  
number of shares that may be purchased would be 128,201,775  
representing a theoretical maximum investment of 8,974,124,250  
based on the maximum purchase price of 70.  
The Shareholders’ Meeting of May 11, 2012 also authorized the  
Board of Directors to reduce the capital by canceling shares up to a  
maximum of 10% of the share capital over a 24-month period. This  
authorization was granted for five years and will expire after the  
Shareholders’ Meeting held to approve the financial statements for  
the year ending December 31, 2016. This approval was drafted as  
follows: “Upon presentation of the report of the Board of Directors  
and the auditors’ special report, the Shareholders’ Meeting, voting  
under conditions for quorum and majority required for extraordinary  
general meetings, hereby authorizes the Board of Directors, in  
accordance with Article L. 225-209 et seq. of the French  
Commercial Code and Article L. 225-213 of the same Code, to  
reduce the share capital on one or more occasions by canceling  
shares within the legal limits.  
,
Conditions for buybacks  
Such shares may be bought back by any means on regulated  
markets, multilateral trading facilities or over the counter, including  
through the purchase or sale of blocks of shares, under the  
conditions authorized by the relevant market authorities. These  
means include the use of any financial derivative instrument traded  
on a regulated market or over the counter and the implementation  
of option strategies, with the Company taking measures, however,  
to avoid increasing the volatility of its stock. The portion of the  
program carried out 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 regulations, except during public offerings  
for the Company’s shares.  
The maximum number of shares that may be cancelled under this  
authorization may not exceed 10% of the total number of shares  
outstanding, over a 24-month period, with this limit applying to a  
number of shares that will be adjusted, if necessary, to include  
transactions affecting the share capital subsequent to this Meeting.  
The Shareholders’ Meeting hereby grants full powers to the Board  
of Directors, with the option to sub-delegate such powers under  
the conditions provided by law, to carry out such capital reductions  
based on its decisions alone, to decide on the number of shares to  
cancel within the limit of 10% of the total number of shares  
outstanding as of the transaction date, over a 24-month period, to  
decide on the conditions of the capital reduction operations and  
confirm their execution, to apply, where applicable, the difference  
between the buyback value of the shares and their par value to any  
reserves or premiums, to amend the by-laws accordingly, and to  
complete all necessary formalities related thereto.  
Duration and schedule of the share buyback program  
In accordance with the fourth resolution, which will be subject to  
approval by the Shareholders’ Meeting of May 17, 2013, the share  
buyback program may be implemented over an 18-month period  
following the date of this Meeting, and therefore expires on  
November 17, 2014.  
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  
paragraph 3.2. of this Chapter).  
This authorization is granted for five years and will expire after the  
Shareholders’ Meeting held to approve the financial statements for  
the year ending December 31, 2016.”  
Registration Document 2012. TOTAL  
155  
TOTAL and its shareholders  
6
Shareholders  
4. Shareholders  
4.1. Relationship between TOTAL and the French State  
Since the repeal on October 3, 2002 of the decree of December 13, 1993 establishing a golden share of Elf Aquitaine held by the French  
government, there are no longer any agreements or regulatory provisions governing shareholding relationships between TOTAL (or its subsidiary  
Elf Aquitaine) and the French government.  
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  
(a wholly-owned subsidiary of TOTAL S.A.) of the entire equity stake  
held by the Company in PetroFina. Finally, in September 2001, the  
Board of Directors of Total Chimie decided to launch a squeeze-out  
for the 90,129 PetroFina shares not yet held. Total Chimie currently  
holds all PetroFina shares.  
1824 (the Contributors), under which the Contributors contributed  
their PetroFina shares to TOTAL. TOTAL then launched a public  
exchange offer in 1999 for the remaining PetroFina shares not yet  
in its possession, at the same exchange ratio as the previous one.  
Following this public offering, TOTAL held 98.8% of PetroFina’s  
share capital.  
In May 2003, minority shareholders of PetroFina holding 4,938  
shares brought action against Total Chimie S.A. and PetroFina S.A.  
before the Commercial Court of Brussels, contesting, in particular,  
the price offered by Total Chimie atin the squeeze-out procedure.  
In June 2006, TOTAL S.A became party to this lawsuit. At the end  
of 2011, these minority shareholders decided to withdraw their  
lawsuit. This withdrawal of action and proceedings put a permanent  
end to the legal proceedings brought by them.  
In October 2000, TotalFinaElf launched an additional public  
exchange offer, at the same exchange ratio, for the PetroFina  
shares not yet in its possession. 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  
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. Following the offer, TotalFina  
acquired the 254,345,078 shares of Elf Aquitaine in exchange for  
It targeted all of the Elf Aquitaine shares not held directly or  
indirectly by TOTAL S.A., i.e. 1,468,725 Elf Aquitaine shares  
representing 0.52% of the share capital and 0.27% of the  
Company’s voting rights.  
3
71,735,114 new TotalFina shares. In 2000, the Board of Directors  
The squeeze-out was completed on April 30, 2010 in order to  
acquire all the Elf Aquitaine shares targeted by the offer and which  
had not been tendered to the offer by the minority shareholders,  
in return for payment of compensation per share identical to the  
price of the offer, i.e., 305 per Elf Aquitaine share (including  
the remaining 2009 dividend).  
launched a public buyback offer for all the 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.  
As a result of the public buyout offer followed by a squeeze-out  
announced on March 24, 2010, TOTAL S.A. now holds 100%  
of the shares issued by Elf Aquitaine.  
Elf Aquitaine shares were delisted from Euronext Paris on  
April 30, 2010 (AMF notice No. 210C0376).  
The public buyout offer took place from April 16 to April 29, 2010 at  
a price of 305 per share (including the remaining 2009 dividend).  
(
1) The name “Total” became “TotalFina S.A.” on June 14, 1999. “TotalFina S.A.” was then changed to “TotalFinaElf S.A.” at the Shareholders’ Meeting held on March 22, 2000  
and, finally, to “TOTAL S.A.” at the Shareholders’ Meeting held on May 6, 2003.  
156  
TOTAL. Registration Document 2012  
 
 
TOTAL and its shareholders  
Shareholders  
6
4.4. Major shareholders  
4.4.1. Changes in major shareholders’ holdings  
For the purpose of this paragraph, major shareholders are defined as shareholders whose interest (in the share capital or voting rights)  
exceeds 5%.  
TOTAL’s major shareholders as of December 31, 2012, 2011 and 2010 were as follows:  
2012  
2011  
2010  
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)  
Group Employees(b)(d)(e)  
4.0  
1.4  
4.4  
4.0  
1.4  
8.1  
3.7  
1.3  
7.4  
4.0  
1.5  
4.4  
4.0  
1.6  
8.0  
4.0  
1.6  
4
4.0  
1.6  
7.7  
Other registered shareholders (non-Group)  
2.0  
3.1  
2.9  
1.7  
2.8  
1.4  
2.5  
Treasury shares  
Of which TOTAL S.A.  
Of which Total Nucléaire  
Of which subsidiaries of Elf Aquitaine  
4.6  
0.3  
0.1  
4.2  
-
-
-
-
8.1  
0.3  
0.2  
7.6  
4.6  
0.4  
0.1  
4.2  
-
-
-
-
4.8  
0.5  
0.1  
4.2  
-
-
-
-
Other bearer shareholders  
of which holders of ADS(f)  
83.7  
9.3  
83.5  
9.3  
76.7  
8.5  
83.6  
8.7  
83.5  
8.7  
84.0  
8.0  
84.0  
8.0  
(
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 whose corporate executive officers (or representatives, for employees) serve on TOTAL S.A.’s Board of Directors.  
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 have declared that they act in concert.  
d) Based on the definition of employee shareholding pursuant to Article L. 225-102 of the French Commercial Code.  
(
(
e) The Amundi Group, the holding company for Amundi Asset Management, which is the manager of the employee collective investment fund “TOTAL ACTIONNARIAT FRANCE”  
(see below), filed a Schedule 13G with the United States Securities and Exchange Commission on February 13, 2013, declaring beneficial ownership of 180,919,481 Company shares  
as of December 31, 2012 (i.e., 7.6% of the Company’s share capital). The Amundi Group specified that it did not have sole voting or dispositive power over any of these shares, and  
that it had shared voting power over 77,009,153 of these shares (i.e., 3.3% of the Company’s share capital) and shared dispositive power over all of these shares.  
f) American Depositary Shares listed on the New York Stock Exchange.  
(
As of December 31, 2012, the holdings of the major shareholders were calculated based on 2,365,933,146 shares, representing  
2
,371,131,871 voting rights exercisable at Shareholders’ Meetings, or 2,579,854,778 theoretical voting rights(1) including:  
8,060,371 voting rights attached to the 8,060,371 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 calculated on the basis of 2,363,767,313 shares to which 2,368,716,634 voting  
rights exercisable at Shareholders’ Meetings were attached as of December 31, 2011, and 2,349,640,931 shares to which 2,350,274,592 voting  
rights exercisable at Shareholders’ Meetings were attached as of December 31, 2010.  
4
.4.2. Identification of the holders  
voting rights pursuant to one or more temporary transfers or similar  
operations as described in Article L. 225-126 of the aforementioned  
code is required to notify the Company and the French Financial  
Markets Authority of the number of shares temporarily owned no  
later than the third business day preceding the Shareholders’  
Meeting at midnight.  
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.  
Notifications must be e-mailed to the Company at:  
holding.df-shareholdingnoti[email protected]  
4
.4.3. Temporary transfer of securities  
If no notification is sent, any shares acquired under any of the  
above temporary transfer operations will be deprived of voting  
rights at the relevant Shareholders’ Meeting and at any  
Shareholders’ Meeting that may be held until such shares are  
transferred again or returned.  
Pursuant to legal obligations, any legal entity or individual (with the  
exception of those described in paragraph IV-3 of Article L. 233-7  
of the French Commercial Code) holding alone or in concert a  
number of shares representing more than 0.5% of the Company’s  
(
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 to which voting rights are attached,  
including treasury shares that are deprived of voting rights.  
Registration Document 2012. TOTAL  
157  
 
TOTAL and its shareholders  
6
Shareholders  
4.4.4. Threshold notifications  
4.4.6. Holdings above the legal thresholds  
In addition to the legal obligation to inform the Company  
and the French Financial Markets Authority within four trading  
days of the date on which the number of shares (or securities  
similar to shares or voting rights pursuant to Article L. 233-9  
of the French Commercial Code) held represents more than 5%,  
In accordance with Article L. 233-13 of the French Commercial  
Code, only Compagnie Nationale à Portefeuille (CNP) acting in  
concert with Groupe Bruxelles Lambert (GBL) held 5% or more  
of TOTAL’s share capital at year-end 2012(2)  
.
In addition, two known shareholders held 5% or more of  
the voting rights exercisable at TOTAL Shareholders’ Meetings  
at year-end 2012:  
1
0%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90%  
or 95% of the share capital or voting rights(1) (Article L. 233-7 of the  
French Commercial Code), any individual or legal entity who directly  
or indirectly comes to hold a percentage of the share capital,  
voting rights or rights giving future access to the Company’s share  
capital which is equal to or greater than 1%, or a multiple of this  
percentage, is required to notify the Company, within fifteen days  
of the date on which each of the above thresholds is exceeded,  
by registered mail with return receipt requested, and indicate the  
number of shares held.  
– CNP acting in concert with GBL  
In AMF notice No. 209C1156 dated September 2, 2009,  
CNP and GBL acting in concert stated that they had exceeded,  
as of August 25, 2009, the threshold of 5% of the voting rights  
of TOTAL and that they 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(3) (based  
on share capital of 2,347,601,812 shares representing  
If notification is not given, the shares held in excess of the threshold  
for which notification should have been given are deprived of voting  
rights at Shareholders’ Meetings if, at a Meeting, the failure to give  
notification 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.  
2,554,431,468 voting rights). To the Company’s knowledge,  
as of December 31, 2012, CNP, acting in concert with GBL,  
held 5.36% of the share capital representing 5.37% of the voting  
rights exercisable at Shareholders’ Meetings and 4.94%  
of the theoretical voting rights(3)  
.
Any individual ot legal entity is 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.  
– the “TOTAL ACTIONNARIAT FRANCE”  
collective investment fund  
To the Company’s knowledge, as of December 31, 2012, the  
“TOTAL ACTIONNARIAT FRANCE” collective investment fund  
held 3.38% of the share capital representing 6.18% of the voting  
rights exercisable at Shareholders’ Meetings and 5.68% of the  
Notifications must be sent to the Vice President of Investor  
Relations in Paris (contact details in paragraph 6.8. of this Chapter).  
theoretical voting rights(3)  
.
4.4.5. Legal threshold notifications in 2012  
Axa Investment Managers Paris and Amundi Asset Management  
informed the AMF of the transfer, on January 6, 2012, by  
Axa Investment Managers Paris of management of the  
4.4.7. Shareholders’ agreements  
TOTAL is not aware of any agreements among its shareholders.  
“TOTAL ACTIONNARIAT FRANCE” collective investment fund  
to Amundi Asset Management. The holdings of the collective  
investment fund represented 3.32% of the share capital and 5.61%  
of the voting rights as of the date of notification. Following this  
transfer, Axa Investment Managers Paris stated that it no longer  
managed any TOTAL shares on behalf of said collective investment  
fund (for more information about the holdings of the fund, see  
paragraph 4.4.6. below).  
4.5. Treasury shares  
As of December 31, 2012, the Company held 108,391,639 TOTAL  
shares either directly or through its indirect subsidiaries, which  
represented 4.58% of the share capital on that date. By law, these  
shares are deprived of voting rights.  
4.5.1. TOTAL shares held directly  
by the Company (treasury shares)  
The Company held 8,060,371 treasury shares as of December 31,  
2012, representing 0.34% of the share capital on that date.  
Refer to Chapter 8, paragraph 1.5. of this Registration Document  
for more information.  
(
1) Pursuant to Article 223-11 of the AMF General Regulation, the number of 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.  
2) AMF notice No. 209C1156 dated September 2, 2009.  
(
(
3) 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.  
158  
TOTAL. Registration Document 2012  
 
TOTAL and its shareholders  
Shareholders  
6
4.5.2. TOTAL shares held by Group companies  
Fingestval, indirect subsidiaries of Elf Aquitaine, held  
2,203,704, 4,104,000 and 71,999,892 TOTAL shares,  
2
As of December 31, 2012, Total Nucléaire, a Group company  
wholly-owned indirectly by TOTAL, held 2,023,672 TOTAL shares.  
As of December 31, 2012, Financière Valorgest, Sogapar and  
respectively, representing a total of 98,307,596 shares.  
As of December 31, 2012, the Company held 4.24% of  
the share capital through its indirect subsidiaries.  
4.6. Shares held by members of the administrative and management bodies  
This information appears in points 1. and 6. of Chapter 5.  
4.7. Employee shareholding  
This information appears in paragraph 6.2. of Chapter 5 and paragraph 3.1. of Chapter 8.  
4.8. Shareholding structure  
Estimates as of December 31, 2012, excluding treasury shares.  
4.8.1. By shareholder type  
4.8.2. By region  
(a)  
France 28.5%  
Group employees 4.6%  
United Kingdom 10.0%  
Individual shareholders 8.4%  
Rest of Europe 22.0%  
North America 29.6%  
Institutional shareholders 87.0%  
of which  
7% in France  
0% in the United Kingdom  
1% in the Rest of Europe  
9% in North America  
0% in Rest of World  
1
1
2
Rest of World 9.9%  
2
1
(
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 520,000.  
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 specified by the  
regulations adopted under EC regulation 1606/2002, entered into  
by the Group companies during fiscal years 2010, 2011 or 2012,  
appear in Note 24 to the Consolidated Financial Statements  
(see point 7., Chapter 9).  
The special report of the statutory auditors of TOTAL S.A.  
on regulated agreements and undertakings referred to in Article  
L. 225-38 et seq. of the French Commercial Code for fiscal year  
2012 appears in point 1. of Chapter 11.  
These transactions primarily concern equity affiliates  
and non-consolidated companies in which TOTAL exercises  
significant influence.  
Registration Document 2012. TOTAL  
159  
 
TOTAL and its shareholders  
6
Information for foreign shareholders  
5. Information for foreign shareholders  
5.1. American holders of ADRs  
Information for holders of TOTAL American Depositary Shares (ADS), represented by American Depositary Receipts (ADRs),  
is provided on Form 20-F filed by TOTAL S.A. with the SEC (United States Securities and Exchange Commission) for the fiscal year  
ended December 31, 2012.  
5.2. Non-resident shareholders (other than American shareholders)  
In addition to Euronext Paris, TOTAL shares have been listed on  
the London Stock Exchange since 1973 and on the Brussels Stock  
Exchange since 1999.  
Norway, the Netherlands, Singapore, South Africa, Spain,  
Switzerland and the United Kingdom.  
French administrative policy sets out the conditions under which  
the reduced 15% French withholding tax rate is applicable. Holders  
who are residents of one of the countries with which France has  
entered into a tax treaty providing for a reduced withholding tax  
rate may be eligible for immediate application of the reduced 15%  
withholding tax rate by electing the simplified procedure.  
Dividends  
Dividends distributed by TOTAL to shareholders not residing  
in France are generally subject to French withholding tax at a rate  
of 30%.  
st  
As from January 1 , 2013, this rate is increased to 75% for  
Under the simplified procedure, a non-resident shareholder may  
request a reduction in the withholding tax rate by presenting a  
certificate of residence which is consistent with the example  
available from the French tax office for non-residents at the  
following address: impots.gouv.fr (heading Search forms/Form  
no. 5000) and certified by the tax authorities of the country of  
residence. The shareholder must then send this certificate of  
residence as early as possible, and in all cases prior to payment  
of the dividends, to the institution that manages his or her  
accounts, whether in or outside France.  
income paid outside France in a non-cooperative country or  
territory (“NCCT”), as defined by the French General Tax Code  
Article 238-0 A). A list of these NCCT is drawn up and updated  
(
annually by an order of the French authorities.  
This withholding tax is reduced to 21% for dividends received  
by individuals residing in a Member State of the European Union  
or in Iceland, Norway or Liechtenstein.  
Dividends paid to non-profit organizations headquartered in a  
Member State of the European Union or in Iceland, Norway or  
Liechtenstein are generally subject to withholding tax at a rate  
of 15%, subject to compliance with certain conditions stipulated  
in the administrative policy (BOI-IS-CHAMP-10-60-20120912).  
If the shareholder’s accounts are managed outside France, the  
account manager outside France must inform the payer institution  
in France, as soon as it receives the certificate of residence and  
prior to payment of the dividends, of the total amount of the  
dividends to which the shareholder is entitled and for which  
the payer institution may apply the reduced withholding tax rate  
stipulated in the treaty.  
However, French lawmakers eliminated the withholding tax on  
income distributed by French companies to foreign collective  
investment funds formed under foreign law and located in a  
Member State of the European Union or in another State that has  
entered into an administrative assistance agreement with France  
for the purpose of combating fraud and tax evasion.  
However, the payer institution in France may waive the requirement  
to present the certificate of residence provided for in the treaty  
if the shareholder’s identity and tax residence are known to it.  
In this case, the payer institution personally assumes responsibility  
for the immediate application of the reduced 15% withholding tax  
rate provided for in the treaty.  
To this end, these funds must fulfill two conditions:  
raise capital among a number of investors with a view  
to investing it, based on a defined investment policy;  
However, this simplified procedure does not apply to dividends  
paid to shareholders that are legal entities and residents of  
Switzerland or to residents of Singapore, given the specific  
procedures stipulated by agreement between France and these  
two countries.  
have characteristics similar to those of collective investment  
funds formed under French law (open-end mutual fund  
(OPCVM), open-end property fund (OPCI) and closed-end  
investment fund (SICAF)).  
Under numerous bilateral international Tax Treaties signed between  
France and other countries for the purpose of avoiding double  
taxation (“Tax Treaties”), the withholding tax rate is reduced in  
cases where dividends are paid to a shareholder residing in one  
of the countries that signed such Tax Treaties, provided that certain  
conditions are met (“holder”).  
If the non-resident holder is unable to present a certificate  
of residence from the tax authorities of his or her country of  
residence prior to the dividend payment date, or if the simplified  
procedure cannot be applied to the holder, the French payer  
institution will pay the dividends after deducting the ordinary  
withholding tax at a rate of 30%. However, the holder may request  
the 15% rate provided for in the treaty by being reimbursed for  
the amount overpaid (30% -15%). This reimbursement may be  
requested from the tax authorities by the shareholder, or by  
The countries with which France has signed a tax treaty providing  
for a reduced withholding tax rate of 15% on French dividends are:  
Austria, Belgium, Canada, Germany, Ireland, Italy, Luxembourg,  
160  
TOTAL. Registration Document 2012  
 
 
TOTAL and its shareholders  
Information for foreign shareholders  
6
the payer institution if it has agreed to do so with the shareholder,  
by sending a specific form (forms 5000 and 5001 or any other  
appropriate form issued by the French tax authorities) prior to  
December 31 of the second year following the date on which  
the withholding tax was paid to the French Treasury. Generally  
speaking, any reimbursement of withholding tax should be paid  
within 12 months of the date on which the aforementioned form  
is filed. However, it may not be paid before January 15 of the year  
following the year in which the dividends were paid. Copies of the  
French forms referred to above are available from the French tax  
office for non-residents, at the following address: impots.gouv.fr  
In France, ISPs are investment companies and credit institutions  
that have been approved to provide all or some investment  
services. Operators that provide equivalent services outside France  
are subject to the tax under the same conditions.  
For purchases not involving an ISP, the tax is payable by  
the establishment acting as account administrator, regardless  
of its place of establishment.  
For sales of shares between persons who are not residents  
of France, the financial transaction tax is applicable. However,  
the French tax authorities have not yet specified the procedures  
for applying the tax.  
(heading “Search forms”).  
Taxation of dividends outside France varies according to each  
country’s respective tax legislation.  
In principle, sales of shares of French companies are also subject  
to a French tax called “droit d’enregistrement” (transfer duty).  
However, French lawmakers have stipulated that transfer duties  
are not applicable to transactions that are subject to the financial  
transaction tax.  
In most countries, the gross amount of dividends is generally  
included in the shareholder’s taxable income. Based on certain  
conditions and limitations, the French withholding tax on dividends  
may result in a tax credit being applied to the foreign tax payable  
by the shareholder.  
The above explanation is a general overview and shareholders  
are advised to consult their own tax advisor to determine the effect  
of Tax Treaties and applicable procedures as well as their income  
tax and, more generally, the tax consequences applicable to their  
particular situation.  
However, there are some exceptions. For example, in Belgium  
a 25% withholding tax applies to net dividends received by an  
individual shareholder.  
In addition, the amending finance law of August 16, 2012 created  
a 3% tax applicable to dividend distributions made on or after  
August 17, 2012. This tax, called “Additional corporation tax  
contribution”, applies to distributed income and is payable by  
the company that distributes the dividends.  
Taxation on sales of shares  
Capital gains on sales of shares realized by taxpayers residing  
outside France are, in principle, exempt from income tax in France.  
However, there are two exceptions to this rule: one for sales  
of holdings where the seller owns a permanent establishment  
or a fixed place of business in France to which his or her shares  
are attached, and the other for sales carried out by individuals  
or organizations residing or established in a non-cooperative  
country or territory.  
However, the shareholder may be taxed on the capital gain or loss  
on the sale of shares in his or her country of tax residence.  
Through the law of March 14, 2012, French lawmakers instituted  
a financial transaction tax that applies to all purchases of shares  
of companies listed on a French, European or foreign regulated  
market. This purchase must result in a transfer of ownership and  
the securities must be issued by a French company whose market  
capitalization exceeds 1 billion as of December 1 of the year  
preceding the year of taxation.  
The tax also applies to securities representing shares of stock  
issued by a company, regardless of the place of establishment  
of its head office. This includes transactions carried out on  
certificates representing shares, such as American Depositary  
Receipts and European depositary receipts.  
This financial transaction tax is equal to 0.2% of the share  
purchase price.  
The party subject to the tax is the investment services provider  
(ISP), regardless of its place of establishment, when it executes  
buy orders for third parties or buys on its own account.  
Registration Document 2012. TOTAL  
161  
TOTAL and its shareholders  
6
Investor Relations  
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 regularly provides information  
on its operations through reports and newsletters, on its website  
total.com and through press releases for significant news. The Group’s  
presentations of its results and outlook are also available on its  
website total.com. This English version of the Document de référence  
The Company also files an annual report on Form 20-F, in English,  
with the United States Securities and Exchange Commission (SEC)  
(see paragraph 3.4. in Chapter 8).  
The Group holds regular information sessions and participates  
in conferences for shareholders, investors and financial analysts,  
both in France and abroad.  
(Registration Document) is provided for information purposes only.  
6.2. Relationships with institutional investors and financial analysts  
Members of the Group’s General 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).  
With a team dedicated to CSR, the Investor Relations Department  
is available to investors and non-financial analysts and provides  
responses to their questions about the Group’s activities in this area  
(ethics and human rights, governance, safety, health and  
environmental protection, contribution to the development of local  
communities, future energies, measures to combat climate change,  
etc.). Meetings focused on these issues are organized in France  
and worldwide. Nearly 60 meetings were held in 2012. To meet  
investors’ expectations, the Group also organized a fact-finding  
trip to Canada in June 2012, which enabled it to identify the  
environmental and societal measures taken in the area of oil  
sands development. Topics such as limiting environmental impacts,  
research and development and dialogue with stakeholders were  
discussed. This trip was an opportunity to talk with members  
of management of TOTAL S.A. and Total E&P Canada, the teams  
in the field and representatives of the local communities.  
The first series of meetings is held annually in the first quarter, after  
publication of the results for the previous fiscal year. The second  
set of meetings is held in the third quarter of the year. Material  
from those meetings is available on the Group’s website  
(total.com, heading Investors/Presentations).  
As in previous years, three phone conferences were led by the  
Group’s Chief Financial Officer to discuss results for the first, second  
and third quarters of the year. These conferences are available  
on the Group’s website (total.com, heading Investors/Results).  
In 2012, the Group held some 600 meetings with institutional  
investors and financial analysts.  
A Chapter of the Registration Document is dedicated to social and  
environmental information (see Chapter 12). TOTAL also publishes a  
CSR (Corporate Social Responsability) report each year at the time  
of the Shareholders’ Meeting.  
The Group maintains an active dialogue with shareholders on issues  
related to Corporate Social Responsibility (CSR).  
6.3. A quality relationship serving individual shareholders  
TOTAL’s Individual Shareholder Relations Department is the only  
shareholder service in France which has received ISO 9001 version  
In 2012, TOTAL also continued to organize meetings and  
information sessions with individual shareholders, in particular as  
part of various events:  
2008 certification 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 Shareholders’ Meeting held on May 11, 2012 at the Palais  
des Congrès in Paris was attended by more than 3,500 people.  
This meeting was broadcast live and was later available on  
the Group’s website. Notice of the meeting is sent directly to  
all holders of 250 or more bearer shares and to all registered  
shareholders. Registered shareholders were able to vote online.  
Follow-up audits are conducted on a yearly basis. This certification  
of TOTAL’s Individual Shareholder Relations Department reflects the  
Group’s commitment to providing individual shareholders with  
valuable financial information over the long term.  
At the Actionaria Trade Show, held at the Palais des Congrès in  
Paris in November 2012, nearly 3,500 people visited TOTAL’s stand,  
which presented the Group’s activity in the field of Liquefied Natural  
Gas. The trade show gave shareholders an opportunity to meet the  
Group ’s representatives present at the stand and attend conferences.  
As part of this quality assurance certification, satisfaction surveys  
are made available on the Group’s website (total.com, heading  
Individual Shareholders/Individual Shareholder Relations).  
After winning the Investor Relations award in 2010 and the  
Shareholders award in 2011, presented at the Boursoscan awards  
ceremony, TOTAL was honored for its Web-based communication  
in the listed companies category at the first Investor Awards 2012.  
– On November 23, Chairman and Chief Executive Officer  
Christophe de Margerie reviewed the highlights of the Group’s  
activity in 2012 before 1,400 shareholders. A few days later  
on December 14, he answered questions from Boursorama  
during an interview broadcast on that Company’s website.  
162  
TOTAL. Registration Document 2012  
 
 
TOTAL and its shareholders  
Investor Relations  
6
Seven other meetings with individual shareholders were held in  
012: in Antwerp, Belgium, Geneva, Switzerland and in Reims,  
Caen, Nice, Nancy and Bordeaux in France. These meetings were  
attended by nearly 3,000 people. In 2013, meetings are planned  
in France in Marseille, Toulouse, Avignon, Rennes and Lille.  
– in May, following the Shareholders’ Meeting;  
– in October, during a visit to the Provence refinery and a tour  
of Valat, of which the TOTAL Foundation is a sponsor.  
2
During these meetings, the CCA expresses its opinion on various  
aspects of the individual shareholder communication policy, including  
the Shareholders’ Newsletter, the Shareholders’ Circle program,  
the webzine and the electronic version of the Shareholders’ Guide.  
The format of the Consultative Shareholders Committee (CCA)  
was changed after 20 years. Taking advantage of the renewal  
of its members, the Committee’s membership was increased to 20,  
compared with 12 previously. From now on, one-fourth of the  
Consultative Committee members will be renewed each year.  
In 2012, the CCA contributed to the creation of the “Investors”  
app for smartphones and digital tablets.  
The Shareholders’ Circle organized 27 events in 2012, to which  
some 3,000 individual shareholders who are Circle members were  
invited. Shareholders visited industrial facilities and cultural and  
natural sites supported by the TOTAL Foundation and attended  
conferences dedicated to better understanding the Group’s  
businesses. They also attended cultural events within the  
framework of the TOTAL Foundation sponsorship policy.  
To facilitate exchange and promote efficient, regular interaction,  
the members of the CCA and the team of the Individual Shareholder  
Relations Department discuss various topics via an online dialogue  
forum (Group news, improvement in communication materials,  
feedback on an event organized by the Group, etc.).  
The CCA met three times in 2012:  
in March, during a meeting with Mr. Christophe de Margerie,  
Chairman and Chief Executive Officer of TOTAL;  
In this context, nearly 15,000 individual shareholders met with  
Group representatives in 2012, 1,000 more than in 2011.  
6.4. Registered shareholding  
TOTAL shares, which are generally bearer instruments, can  
be registered shares. 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 keeping  
the register of shareholders’ registered shares.  
– the ability to receive directly all information published by  
the Group for its shareholders;  
the possibility of being notified of Shareholders’ Meetings  
and voting online before the Meeting takes place;  
the ability to join the TOTAL Shareholders’ Circle by holding  
at least 50 shares.  
6
.4.1. Registration  
The advantages of pure registered shares, in addition to those  
of administered registered shares, include:  
There are two forms of registration:  
administered registered shares: shares are registered with  
TOTAL through BNP Paribas Securities Services, but the holder’s  
financial intermediary continues to administer them with regard to  
sales, purchases, coupons, shareholders’ meeting notices, etc.;  
– no custodial fees;  
easier placement of market orders(1) (phone, mail, fax, Internet);  
– brokerage fees equal to 0.20% of the gross amount of the trade,  
with no minimum charge and trades of up to 1,000 each;  
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 ability to view shareholdings online.  
To convert TOTAL shares into pure registered shares, shareholders  
must fill out a form, which can be obtained upon request from the  
Individual Shareholder Relations Department, and send it to their  
financial intermediary. Once BNP Paribas Securities Services receives  
the shares on a registered account, a certificate of account registration  
is sent to the shareholder, who is asked to send the following to it:  
the administrative procedures that apply in such cases.  
a bank account number (or a postal account or savings account  
number) for payment of dividends; and  
6.4.2. Main advantages of registered shares  
The advantages of registered shares include:  
– a market service agreement to facilitate trading TOTAL shares  
on the stock exchange.  
double voting rights if the shares are held continuously for  
two successive years (see paragraph 2.4.1. of Chapter 8);  
a 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 outside France);  
from Monday to Friday (business days), 8: 45 a.m. -6: 00 p.m.,  
GMT+1 (fax: +33 1 55 77 34 17);  
(1) Provided the subscriber has signed the market service agreement. Signing this agreement is free of charge.  
Registration Document 2012. TOTAL  
163  
 
TOTAL and its shareholders  
6
Investor Relations  
6.5. Individual Shareholders Department Contacts  
For information regarding the conversion of bearer shares  
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. to 12: 30 p.m.  
and 1: 30 p.m. to 5: 30 p.m. (GMT+1)  
TOTAL S.A.  
Individual Shareholder Relations Department  
Tour Coupole  
Fax  
From France: 01 47 44 20 14  
outside France: +33 1 47 44 20 14  
2
, place Jean Millier  
Arche Nord Coupole/Regnault  
2078 Paris La Défense Cedex, France  
Email  
Contact  
Using the contact form available at total.com,  
heading Shareholders  
9
Jean-Marie Rossini  
(Head of Individual Shareholder Relations Department)  
6.6. 2013 Schedule  
February 13  
Results for the fourth quarter and full year 2012  
and outlook  
July 26  
Results for the second quarter  
and the first half 2013  
March 18  
April 26  
May 17  
Ex-dividend date for the 2012 third interim dividend  
Results for the first quarter 2013  
September 23  
September 24  
Investor Day - London  
Ex-dividend date for the 2013  
first interim dividend(2)  
2013 Shareholders’ Meeting in Paris  
(Palais des Congrès)  
October 31  
Results for the third quarter 2013  
May 22  
June 4  
Meeting with individual shareholders  
in Marseille (France)  
November 14  
Meeting with individual shareholders  
in Rennes (France)  
Meeting with individual shareholders  
in Toulouse (France)  
November 18  
Meeting with individual shareholders  
in Lille (France)  
June 17  
June 24  
Meeting with individual shareholders  
in Avignon (France)  
November 22-23 Actionaria Trade Show in Paris (Palais des Congrès)  
December 16  
Ex-dividend date for the 2013  
second interim dividend(2)  
Ex-dividend date for the 2012 remainder dividend(1)  
6.7. 2014 Schedule  
March 24  
May 16  
Ex-dividend date for the 2013 third interim dividend(2)  
June 2  
Ex-dividend date for the 2013 remainder dividend(3)  
Shareholders’ Meeting in Paris (Palais des Congrès)  
(
(
(
1) Subject to approval by the Shareholders’ Meeting of May 17, 2013.  
2) Subject to approval by the Board of Directors.  
3) Subject to approval by the Shareholders’ Meeting of May 16, 2014.  
164  
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TOTAL and its shareholders  
Investor Relations  
6
6.8. Investor Relations Department contacts  
Martin Deffontaines  
Vice President Investor Relations  
TOTAL S.A.  
Tour Coupole  
2
, place Jean Millier  
Arche Nord Coupole/Regnault  
2078 Paris La Défense Cedex  
9
France  
Phone: 01 47 44 58 53 or +33 1 47 44 58 53  
Fax: 01 47 44 58 24 or +33 1 47 44 58 24  
North America:  
Robert Hammond  
Director of Investor Relations  
North America  
TOTAL American Services Inc.  
1201 Louisiana Street, Suite 1800  
Houston, TX 77002  
United States  
Phone: +1 (713) 483-5070  
Fax: +1 (713) 483-5629  
Registration Document 2012. TOTAL  
165  
 
166  
TOTAL. Registration Document 2012  
7.Informations financières  
Financial information  
7
Financial information  
1.  
Historical financial information  
168  
1
1
.1.  
.2.  
2012, 2011 and 2010 Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .168  
Statutory Financial Statements of TOTAL S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .168  
2.  
3.  
4.  
5.  
Audit of the historical financial information  
Other information  
168  
168  
169  
169  
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.  
Antitrust investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .169  
Grande Paroisse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .170  
Buncefield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .171  
Erika . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .171  
Blue Rapid and the Russian Olympic Committee – Russian regions and Interneft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .171  
Iran . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172  
Libya . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172  
Oil-for-Food Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172  
Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172  
.10. Rivunion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .173  
6.  
Significant changes  
173  
Registration Document 2012. TOTAL  
167  
Financial information  
7
Historical financial information  
1. Historical financial information  
1.1. 2012, 2011 and 2010 Consolidated Financial Statements  
The Consolidated Financial Statements of TOTAL S.A. and its consolidated subsidiaries (the Group) for the years ended December 31, 2012,  
011 and 2010 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, 2012.  
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, 2012, 2011  
and 2010 were prepared in accordance with French accounting standards as applicable on December 31, 2012.  
2. Audit of the historical financial information  
The Consolidated Financial Statements for the fiscal year 2012  
which appear in Chapter 9 of this Registration Document were  
certified by the Company’s auditors. A translation of the auditors’  
report on the Consolidated Financial Statements is provided  
in point 1. of Chapter 9, for information purposes only.  
Consolidated Financial Statements and the Statutory Financial  
Statements which appear on pages 184 and 302 of the French  
version of the Registration Document for fiscal year 2011 which  
was filed with the French Financial Markets Authority on March 26,  
2012 (and a translation is reproduced on pages 174 and 272  
of the English version of such Registration Document for  
information purposes only);  
TOTAL’s Statutory Financial Statements for the fiscal year 2012  
(under French accounting standards) which appear in Chapter 11  
to this Registration Document were also certified by the Company’s  
auditors. A translation of the auditors’ report on the 2012 Statutory  
Financial Statements is provided in point 2. of Chapter 11,  
for information purposes only.  
– the Consolidated and Statutory Financial Statements for fiscal  
year 2010, together with the statutory auditors’ reports on the  
Consolidated Financial Statements and the Statutory Financial  
Statements which appear on pages 172 and 280 of the French  
version of the Registration Document for fiscal year 2010 which  
was filed with the French Financial Markets Authority on March 28,  
Pursuant to Article 28 of EC Regulation No 809/2004,  
are incorporated by reference in this Registration Document:  
2011 (and a translation is reproduced on pages 174 and 272  
the Consolidated and Statutory Financial Statements for fiscal  
year 2011, 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 Chapter 9 or 11  
of this Registration Document, in particular ratios, statistical data  
or other calculated data, which are used to describe the Group or  
its business performances, 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, 2012.  
In particular, the supplemental oil and gas information provided in  
section 10 of 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  
168  
TOTAL. Registration Document 2012  
 
Financial information  
Dividend policy  
7
4. Dividend policy  
The Company’s dividend policy is described in point 2., Chapter 6 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 or could have had during the last twelve months,  
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. Antitrust investigations  
The principal antitrust proceedings in which the Group’s companies are involved are described thereafter.  
5
.1.1. Refining & Chemicals segment  
In financial terms, the fines imposed by the European Commission  
following the five investigations reach an overall amount of  
385.47 million, entirely settled as of today. As a result, once the  
threshold provided for by the guarantee is deducted, the overall  
amount assumed and paid by the Group since the spin-off in  
As part of the spin-off of Arkema(1) in 2006, TOTAL S.A. or certain  
other Group companies agreed to grant Arkema a guarantee for  
potential monetary consequences related to antitrust proceedings  
arising from events prior to the spin-off.  
accordance with the guarantee amounted to 188.07 million(2)  
,
to which an amount of 31.31 million of interest has been added.  
These amounts were not modified during the 2012 financial year.  
This guarantee covers, for a period of ten years from the date  
of the spin-off, 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 this guarantee, in Europe.  
– In addition, civil proceedings against Arkema and other groups  
of companies were initiated in 2009 and 2011, respectively,  
before German and Dutch courts by third parties for alleged  
damages pursuant to two of the above mentioned legal  
proceedings. TOTAL S.A. was summoned to serve notice of the  
dispute before the German court. At this point, the probability  
to have a favorable verdict and the financial impacts of these  
proceedings remain uncertain due to the number of legal  
difficulties they give rise to, the lack of documented claims  
and evaluations of the alleged damages.  
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  
(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, this guarantee will become void.  
Within the framework of all of the legal proceedings described  
above, a 17 million reserve remains booked in the Group’s  
Consolidated Financial Statements as of December 31, 2012.  
In the United States, civil liability lawsuits, for which TOTAL S.A.  
has been named as the parent company, are closed without  
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  
following five investigations launched by the European Commission  
between 2000 and 2004, four of which are closed, the fifth is on  
hold pending a decision following the appeal of Arkema and the  
concerned companies of the Group.  
5.1.2. Marketing & Services 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 20.25 million in 2006, for which TOTAL S.A. was held  
(
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  
spin-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.  
Registration Document 2012. TOTAL  
169  
 
Financial information  
7
Legal and arbitration proceedings  
jointly liable for 13.5 million. TOTAL S.A. lodged an appeal against  
this decision that was dismissed at the end of September 2012.  
Within the framework of the legal proceedings described above,  
a 30 million reserve is booked in the Group’s Consolidated  
Financial Statements as of December 31, 2012.  
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 a product line of the  
Marketing & Services segment, 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. The appeal against this decision lodged by the Group  
is still pending before the relevant European court.  
In early 2013, a civil proceeding was initiated against TOTAL S.A.  
and its subsidiary Total Aviazione Italia Srl before the competent  
Italian civil courts. The plaintiff claims against TOTAL S.A.,  
its subsidiary and other third parties, damages that it estimates  
to be nearly 908 million. This procedure initiated by the plaintiff  
follows practices that had been sanctioned by the Italian competition  
authority in 2006. Given the multiple defendants engaged in these  
proceedings and the disproportionate nature of the alleged  
damages in view of the justifications provided, this proceeding  
is not expected to have a material effect on the Group’s financial  
situation, even if it is not possible at this stage to precisely  
determine the financial impact of the demand on the Group.  
In addition, the civil proceedings against TOTAL S.A., Total  
Raffinage Marketing and other companies initiated before UK  
and Dutch courts by third parties for alleged damages in  
connection with the prosecutions brought by the European  
Commission are ongoing. At this point, the probability to have a  
favorable verdict and the financial impacts of these procedures  
remain uncertain due to the number of legal difficulties they gave  
rise to, the lack of documented claims and evaluations of the  
alleged damages.  
Whatever the evolution of the proceedings described above,  
the Group believes that their outcome should not have  
a material adverse effect on the Group’s financial situation  
or consolidated results.  
5.2. 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.  
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.  
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 Mr. 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.  
This plant has been closed and individual assistance packages  
have been provided for employees. The site has been rehabilitated.  
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.  
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 remediation 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.  
By its decision of September 24, 2012, the Court of Appeal of  
Toulouse (Cour d’appel de Toulouse) upheld the lower court verdict  
pursuant to which the summonses against TOTAL S.A. and  
Mr. Thierry Desmarest were determined to be inadmissible.  
This element of the decision has been appealed by certain third  
parties before the French Supreme Court (Cour de cassation).  
After having articulated several hypotheses, the Court-appointed  
experts did not maintain in their final report filed on May 11, 2006,  
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. 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 considered, however, that the explosion  
was the result of the chemical accident described by the court-  
appointed experts. Accordingly, it convicted the former Plant  
Manager and Grande Paroisse. This element of the decision has  
been appealed by the former Plant Manager and Grande Paroisse  
before the French Supreme Court (Cour de cassation), which has  
the effect of suspending their criminal sentences.  
A compensation mechanism for victims was set up immediately  
following the explosion. 2.3 billion was paid for the compensation  
of claims and related expenses amounts. As of December 31, 2012,  
a 17 million reserve was recorded in the Group’s consolidated  
balance sheet.  
On July 9, 2007, the investigating magistrate brought charges  
against Grande Paroisse and the former Plant Manager before the  
170  
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Financial information  
Legal and arbitration proceedings  
7
5.3. 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%.  
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, 2012,  
stands at 1 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 Appeal,  
by a decision handed down on March 4, 2010, confirmed the prior  
judgment. The Supreme Court of the United Kingdom 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, the subsidiary was  
fined £3.6 million, which it paid. The decision takes into account a  
number of elements that have mitigated the impact of the charges  
brought against it.  
TOTAL’s UK subsidiary finally decided to withdraw from this  
5.4. 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  
convicted of marine pollution and fined 375,000. TOTAL appealed  
this decision to the French Supreme Court (Cour de cassation).  
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.  
TOTAL challenged the criminal law-related aspects of this decision  
before the French Supreme Court (Cour de cassation).  
192 million, declaring TOTAL S.A. jointly and severally liable  
By a decision dated September 25, 2012, the Cour de cassation  
has dismissed the appeal lodged by TOTAL S.A. and upheld the  
conviction of marine pollution. The Cour de cassation also quashed  
the appeal judgment and ruled that TOTAL S.A. bears civil liability.  
Consequently, TOTAL S.A. has been declared severally liable  
together with the Erika’s inspection and classification firm, owner  
and manager to compensate the damages allocated to third parties  
by the Cour d’appel de Paris in 2010.  
for such payments together with the Erika’s inspection and  
classification firm, the Erika’s owner and the Erika’s manager.  
TOTAL S.A. 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-two third parties have been compensated for an aggregate  
amount of 171.5 million.  
By a decision dated March 30, 2010, the Cour d’appel de Paris  
upheld the lower Court verdict pursuant to which TOTAL S.A. was  
Nearly all the damages allocated to third parties have already been  
paid. Consequently, the decision of the Cour de cassation did not  
give rise to a significant financial impact for the Group.  
5.5. 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, alleging a so-called non-completion  
by a former subsidiary of Elf Aquitaine of a contract related  
to an exploration and production project in Russia negotiated  
in the early 1990s. Elf Aquitaine believed this claim to be unfounded  
and opposed it. On January 12, 2009, the Commercial Court  
of Paris rejected Blue Rapid’s claim against Elf Aquitaine and found  
that the Russian Olympic Committee did not have standing  
in the matter. Blue Rapid and the Russian Olympic Committee  
appealed this decision. On June 30, 2011, the Court of Appeal  
of Paris dismissed as inadmissible the claim of Blue Rapid and  
the Russian Olympic Committee against Elf Aquitaine, notably on  
the grounds of the contract having lapsed. Blue Rapid and the  
Russian Olympic Committee appealed this decision to the French  
Supreme Court.  
In connection with the same facts, and fifteen years after the  
termination of the exploration and production contract, a Russian  
company, which was held not to be the contracting party to the  
contract, and two regions of the Russian Federation that were  
not even parties to the contract, launched an arbitration procedure  
against the aforementioned former subsidiary of Elf Aquitaine that  
Registration Document 2012. TOTAL  
171  
 
Financial information  
7
Legal and arbitration proceedings  
was liquidated in 2005, claiming alleged damages of U.S.$22.4 billion.  
For the same reasons as those successfully adjudicated by Elf  
Aquitaine against Blue Rapid and the Russian Olympic Committee,  
the Group considers this claim to be unfounded as a matter of law  
and fact. The Group has lodged a criminal complaint to denounce  
the fraudulent claim of which the Group believes it is a victim and,  
has taken and reserved its rights to take other actions and  
measures to defend its interests.  
5.6. 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.  
U.S. authorities have proposed draft agreements that could be  
accepted by TOTAL. Consequently, and although discussions have  
not yet been finalized, a provision of $398 million, unchanged since  
its booking as of June 30, 2012 and reflecting the best estimate of  
potential costs associated with the resolution of these proceedings,  
remains booked in the Group’s Consolidated Financial Statements  
as of December 31, 2012.  
The inquiry concerns an agreement concluded by the Company  
with consultants concerning gas fields 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.  
The Company has fully cooperated with these investigations.  
In this same affair, TOTAL and its Chief Executive Officer, President  
of the Middle East at the time of the facts, have been placed under  
formal investigation, following a judicial inquiry initiated in France  
in 2006.  
Since 2010, the Company has been in discussions with U.S.  
authorities (DoJ and SEC) to consider, as it is often the case  
in these kinds of proceedings, an out-of-court settlement, which  
would terminate the investigation in exchange for TOTAL respecting  
a number of obligations, including the payment of a fine and civil  
compensation, without admission of guilt.  
At this point, the Company considers that the resolution of these  
cases is not expected to have a significant impact on the Group’s  
financial situation or consequences on its future planned operations.  
5.7. Libya  
In June 2011, the United States Securities and Exchange Commission (SEC) issued to certain oil companies - including, among others,  
TOTAL - a formal request for information related to their operations in Libya. TOTAL cooperated with this non public investigation.  
5.8. Oil-for-Food Program  
Several countries have launched investigations concerning possible  
violations related to the United Nations (UN) Oil-for-Food Program in Iraq.  
after the beginning of the investigation without any new evidence  
being introduced.  
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 recommended  
to the investigating magistrate that the case against the Group’s current  
and former employees and TOTAL’s Chairman and Chief Executive  
Officer not be pursued.  
In October 2010, the Prosecutor’s office recommended to the  
investigating magistrate that the case against TOTAL S.A., the Group’s  
current and former employees and TOTAL’s Chairman and Chief  
Executive Officer not be pursued. However, by ordinance notified  
in early August 2011, the investigating magistrate on the matter  
decided to send the case to trial. The hearings started on  
January 21, 2013 and ended on February 20, 2013. The judgment  
of the Criminal Court is expected to be rendered on July 8, 2013.  
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 discarded any grounds for bribery  
within the framework of the Oil-for-Food Program with respect  
to TOTAL.  
In early 2010, despite the recommendation of the Prosecutor’s  
office, a new investigating magistrate, 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  
5.9. Italy  
As part of an investigation led by the Prosecutor of the Republic  
of the Potenza Court, Total Italia and certain Group employees  
were the subject of an investigation related to certain calls for  
tenders that Total Italia made for the preparation and development  
of an oil field. On February 16, 2009, as a preliminary measure  
before the proceedings went before the Court, the preliminary  
investigation judge of Potenza served notice to Total Italia of a decision  
that would have suspended the concession for this field for one  
172  
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Financial information  
Significant changes  
7
year. Total Italia 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 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.  
In May 2012, the Judge of the preliminary hearing decided to  
dismiss the charges for some of the Group’s employees and refer  
the case for trial on a reduced number of charges. The trial started  
on September 26, 2012.  
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.  
The criminal investigation was closed in the first half of 2010.  
5.10. Rivunion  
On July 9, 2012, the Swiss Tribunal Fédéral (Switzerland’s Supreme  
Court) rendered its decision against Rivunion, a wholly-owned  
subsidiary of Elf Aquitaine, confirming a tax reassessment in the  
amount of CHF 171 million (excluding interest for late payment,  
yet to be calculated by the competent authorities). According to  
the Tribunal, Rivunion was held liable as tax collector of withholding  
taxes owed by the beneficiaries of taxable services. Rivunion,  
in liquidation since March 12, 2002 and unable to recover the  
amounts corresponding to the withholding taxes in restitution from  
said beneficiaries in order to meet its fiscal obligations, has been  
subject to insolvency proceedings since November 1, 2012.  
6. Significant changes  
On March 27, 2013, TOTAL entered into an agreement for the sale  
to Suncor Energy Inc. of its 49% interest in the Voyageur upgrader  
project, which is located in the Canadian province of Alberta and  
intended to upgrade bitumen from the Fort Hills and Joslyn mines.  
The transaction amounted to US$0.5 billion (0.4 billion).  
The information herein supplements the information provided  
in Chapter 2 concerning the Group’s activities in Canada  
(paragraph 2.1.7.2.) and in paragraph E) of Note 4 to the  
Consolidated Financial Statements for the 2012 fiscal year  
(Chapter 9, point 7).  
The mining developments of Fort Hills and Joslyn are not affected  
by this transaction and continue according to the production  
evacuation logistics studies jointly conducted with Suncor.  
Except for the recent events mentioned above, 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, 2012,  
the end of the last fiscal year for which audited financial statements  
have been published by the Company.  
The sale entails a net loss of approximately US$1.65 billion  
(approximately 1.25 billion). The future investments budgeted  
for this upgrader in the Group’s strategic plan amounted to  
US$5.7 billion (approximately 4.3 billion).  
The accounting effects of this sale, which occurred after the close  
of the 2012 financial statements by TOTAL’s Board of Directors,  
will be reflected in TOTAL S.A.’s intermediate Consolidated  
Financial Statements for the first quarter of 2013.  
Registration Document 2012. TOTAL  
173  
 
174  
TOTAL. Registration Document 2012  
8.Renseignements généraux  
General information  
8
General information  
1.  
Share capital  
176  
1.1.  
1.2.  
1.3.  
1.4.  
1.5.  
1.6.  
Share capital as of December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .176  
Features of the shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .176  
Authorized share capital not issued as of December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .176  
Potential share capital as of December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .179  
TOTAL shares held by the Companies or its subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .179  
Share capital history . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .179  
2.  
Articles of incorporation and by-laws; other information  
180  
2.1.  
2.2.  
2.3.  
2.4.  
2.5.  
2.6.  
2.7.  
2.8.  
General information concerning the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .180  
Summary of the Company’s purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .180  
Provisions of the by-laws governing the administration and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .181  
Rights, privileges and restrictions attached to the shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .182  
Amending shareholders’ rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .182  
Shareholders’ Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .183  
Thresholds to be declared according to the by-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .183  
Changes in the share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .183  
3.  
Other matters  
183  
3.1.  
3.2.  
3.3.  
3.4.  
Employee incentives and profit-sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .183  
Pension savings plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .184  
Agreements mentioned in Article L. 225-100-3 of the French Commercial Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .184  
Filing of Form 20-F with the United States Securities and Exchange Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .184  
4
.
.
Documents on display  
Information on holdings  
184  
184  
5
5.1.  
5.2.  
5.3.  
5.4.  
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .184  
TOTAL’s interest in Sanofi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .185  
TOTAL’s interest in Novatek . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .185  
TOTAL’s interest in SunPower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .185  
Registration Document 2012. TOTAL  
175  
General information  
8
Share capital  
1. Share capital  
1.1. Share capital as of December 31, 2012  
5,914,832,865, consisting of 2,365,933,146 fully paid ordinary 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 paragraph 2.4.1. of this Chapter). 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, 2012  
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 and authorizations in fiscal year 2012, appears in  
paragraph 1.3.9. of this Chapter.  
to be issued within the limit of the ceiling of 15% of the initial  
issuance (at the same price as the price fixed for the initial issuance)  
within the limit of the ceiling fixed under the fourteenth resolution.  
The nominal amount of the capital increases is counted against  
the maximum aggregate nominal amount of 2.5 billion authorized  
by the thirteenth resolution of the Shareholders’ Meeting held  
on May 11, 2012.  
1
.3.1. Thirteenth resolution of the  
Shareholders’ Meeting held on May 11, 2012  
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 thirteenth and fourteenth  
resolutions and the sixteenth resolution (mentioned below) may not  
exceed 10 billion, or their exchange value, on the date of issuance.  
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. Sixteenth resolution of the  
Shareholders’ Meeting held on May 11, 2012  
Furthermore, the maximum nominal amount of the debt securities  
granting rights to the Company’s share capital that may be issued  
pursuant to the thirteenth resolution and the fourteenth  
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  
and sixteenth resolutions (mentioned below) may not exceed  
10 billion, or their exchange value, on the date of issuance.  
exceeding 10% of the share capital outstanding at the date of the  
Shareholders’ Meeting on May 11, 2012 (delegation of authority  
valid for twenty-six months). The nominal amount of the capital  
increases is counted against the maximum aggregate nominal  
amount of 850 million authorized by the fourteenth resolution  
of the Shareholders’ Meeting held on May 11, 2012.  
1
.3.2. Fourteenth resolution of the  
Shareholders’ Meeting held on May 11, 2012  
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  
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 thirteenth, fourteenth and  
sixteenth resolutions may not exceed 10 billion, or their exchange  
value, on the date of issuance.  
Commercial Code. This resolution grants the Board of Directors the  
authority 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 that may occur  
immediately or in the future cannot exceed the nominal amount of  
1
.3.4. Seventeenth resolution of the  
Shareholders’ Meeting held on May 11, 2012  
Delegation of authority to the Board of Directors to complete capital  
increases reserved for employees participating in a company  
savings Plan (Plan d’épargne d’entreprise), up to a maximum  
of 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 being specified that  
850 million, i.e., 340 million shares, par value 2.50 (delegation of  
authority valid for twenty-six months). Furthermore, under the  
fifteenth resolution of the Shareholders’ Meeting held on May 11, 2012,  
the Board is authorized, for each of the issuances made in connection  
with the fourteenth resolution, to increase the number of securities  
176  
TOTAL. Registration Document 2012  
 
General information  
Share capital  
8
the amount of the capital increase is counted against the maximum  
aggregate nominal amount of 2.5 billion authorized by the  
thirteenth resolution of the Shareholders’ Meeting of May, 11, 2012.  
Pursuant to this authorization:  
3,700,000 outstanding shares were awarded by the Board of  
Directors at its meeting on September 14, 2011, including  
16,000 outstanding shares awarded to the Chairman and Chief  
1
.3.5. Eighteenth resolution of the  
Executive Officer;  
Shareholders’ Meeting held on May 11, 2012  
4,300,000 outstanding shares were awarded by the Board of  
Directors on July 26, 2012, including 53,000 outstanding shares  
awarded to the Chairman and Chief Executive.  
Delegation of powers to the Board of Directors to complete  
reserved capital increases aiming to give employees of foreign  
subsidiaries benefits comparable with those received by employees  
under the seventeenth resolution of the Shareholders’ Meeting held  
on May 11, 2012, up to a maximum (under a common ceiling with  
the seventeenth resolution) of 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 eighteen months),  
it being specified that the amount of the capital increase is counted  
against the maximum aggregate nominal amount of 2.5 billion  
authorized by the thirteenth resolution of the Shareholders’ Meeting  
of May 11, 2012.  
As of December 31, 2012, 10,927,465 shares, including 167,593  
to the Company’s corporate executive officers could, therefore, still  
be awarded pursuant to this authorization.  
1
.3.7. Twenty-first resolution of the  
Shareholders’ Meeting held on May 21, 2010  
Authority to grant stock options to TOTAL employees and  
to corporate executive 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 granted to the Company’s corporate executive officers  
cannot exceed 0.1% of the outstanding share capital on the date  
of the meeting of the Board of Directors that approves the grants  
(authorization valid for thirty-eight months).  
As part of the delegations granted under the seventeenth and  
eighteenth resolutions, the Board of Directors’ meeting, held on  
September 18, 2012, decided to increase the capital by issuing  
up to 18 million shares. This capital increase was opened up to  
employees and financial institutions involved at the Company’s  
request or companies or entities set up specifically and exclusively  
to implement an employee savings scheme with the objective  
of providing employees of foreign subsidiaries with benefits  
comparable with those received by employees who are able  
to subscribe directly, or indirectly through the intermediary  
of a company collective investment fund, and will be completed  
prior to the Shareholders’ Meeting held on May 17, 2013.  
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 stock  
options to the Chairman and Chief Executive Officer;  
1,600,000 stock options were awarded by the Board of Directors  
at its meeting on September 14, 2011, including 160,000 stock  
options to the Chairman and Chief Executive Officer.  
As a result of the use of the delegations granted under the  
seventeenth and eighteenth resolutions of the Shareholders’  
Meeting held on May 11, 2012, by the Board of Directors  
on September 18, 2012, and given that the Board of Directors  
did not make use of the delegations of authority granted by  
the thirteenth, fourteenth and sixteenth resolutions, the authorized  
capital not issued was 2.46 billion as of December 31, 2012,  
representing 982 million shares.  
As of December 31, 2012, 28,963,997 stock options, including  
,965,933 to the Company’s corporate executive officers, could still  
be awarded pursuant to this authorization.  
1
1.3.8. Nineteenth resolution of the  
Shareholders’ Meeting held on May 11, 2012  
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 twenty-four-month period. This authorization is effective  
until the Shareholders’ Meeting held to approve the financial  
statements for the year ending December 31, 2016. The Board did  
not make use of this delegation of authority during fiscal year 2012.  
1
.3.6. Eleventh resolution of the  
Shareholders’ Meeting held on May 13, 2011  
Authority to grant restricted outstanding or new TOTAL shares  
to employees of the Group and to corporate executive 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. In addition, the shares granted to the  
Company’s corporate executive officers cannot exceed 0.01%  
of the outstanding share capital on the date of the meeting of the  
Board of Directors that approves the grants (authorization valid  
for thirty-eight months).  
Based on 2,365,933,146 shares outstanding on December 31, 2012,  
the Company may, up until the conclusion of the Shareholders’  
Meeting called to approve the financial statements for the fiscal year  
ending on December 31, 2016, cancel a maximum of 236,593,314  
shares before reaching the cancellation threshold of 10% of share  
capital canceled during a twenty-four-month period.  
Registration Document 2012. TOTAL  
177  
General information  
8
Share capital  
1
.3.9. Table compiled in accordance with Article L 225-100 of the French Commercial Code  
summarizing the use of delegations of authority and powers granted to the Board of Directors  
with respect to capital increases as of December 31, 2012  
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 2012,  
par value,  
or number  
of shares  
Available balance  
as of 12/31/2012  
par value, or  
Date  
of delegation  
of authority  
or authorization Board of Directors  
by the  
Term of  
authorization  
granted to the  
number of shares  
Extraordinary  
Shareholders’  
Meeting  
Debt  
10 billion  
in securities  
10 billion  
May 11, 2012  
th th  
-
26 months  
securities  
representing  
rights  
(13 , 14 and  
th  
16 resolutions)  
to capital  
2.5 billion, i.e. a maximum of  
billion shares issued with  
18 million shares  
(within the specific (i.e. 982 million  
2,46 billion(a)  
May 11, 2012 26 months  
(13 resolution)  
th  
1
a pre-emptive subscription right,  
of which:  
cap 2/below)  
shares)  
1
/ a specific cap of 850 million,  
-
850 million  
May 11, 2012 26 months  
(14 resolution)  
th  
i.e. a maximum of 340 million shares  
for issuances without pre-emptive  
subscription rights (with potential use  
of a greenshoe), including the  
Maximum  
cap for the  
issuance  
of securities  
granting  
compensation comprised of securities  
as part of a public exchange offer,  
provided that they meet the  
immediate or  
future rights  
to share  
Nominal  
share  
capital  
requirements of Article L. 225-148 of  
the French Commercial Code, of which:  
1/a sub-cap of 10% of the share  
-
591.1 million  
May 11, 2012 26 months  
(16 resolution)  
capital  
th  
capital on the date of the  
Shareholders’ Meeting on  
(b)  
May 11, 2012 through in-kind  
contributions when provisions  
of Article L. 225-148 of the French  
Commercial Code are not applicable  
2
/ a specific cap of 1.5%  
18 million  
shares  
17.5 million  
shares  
May 11, 2012 26 months  
(d)  
(d)  
th  
th  
of the share capital on the date  
(17 and  
18 resolutions) and 18 months  
(17 resolution)  
(c)  
th  
of Board decision for: (i) capital  
increases reserved for employees  
participating in Company Savings  
th  
(18 resolution)  
th  
Plan (17 resolution) and (ii) reserved  
capital increases to introduce an  
employee savings scheme for  
employees of foreign subsidiaries  
th  
(
18 resolution)  
Stock option  
grants  
1.5% of share capital(c) on  
the date of Board decision  
to grant options  
-
29.0 million  
shares  
May 21, 2010 38 months  
(21 resolution)  
(e)  
st  
Restricted shares awarded  
to Group employees and to  
corporate executives officers  
0.8% of share capital(c) on the date  
of Board decision to grant  
the restricted shares  
4.3 million  
shares  
10.9 million  
shares  
May 13, 2011 38 months  
(11 resolution)  
(f)  
(f)  
th  
(
a) The number of new shares authorized under the 13th resolution of the ESM held on May 11, 2012 cannot exceed 1 billion shares. The Board of Directors decided on September 18, 2012  
to proceed with a capital increase in 2013 of up to a maximum of 18 million shares (see Note (d) below). As a result, the available balance under this authorization was 982,000,000  
new shares as at December 31, 2012.  
(
(
(
b) Share capital as of May 11, 2012: 2,364,546,966 shares.  
c) Share capital as of December 31, 2012: 2,365,933,146 shares.  
d) The number of shares authorized under the 17th and 18 resolutions of the May 11, 2012 ESM may not exceed 1.5% of the share capital on the date when the Board of Directors  
decides to use the delegation of authority. The Board of Directors decided on September 18, 2012 to proceed with a capital increase in 2013 of up to a maximum of 18 million shares.  
This capital increase was reserved for employees and financial institutions involved at TOTAL’s request or companies or entities set up specifically and exclusively to implement an  
employee savings scheme with the objective of providing employees of foreign subsidiaries with benefits comparable with those received by employees who are able to subscribe  
directly, or indirectly through the intermediary of a company collective investment fund. As a result, the available balance under these authorizations was 17,488,997 new shares as  
at December 31, 2012.  
th  
(
e) The number of stock options authorized under the 21st 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 and 1,600,000 TOTAL share subscription  
options were awarded by the Board of Directors on September 14, 2011, the number of options that may still be awarded as of December 31, 2012, was 28,963,997. In addition,  
st  
the options that may be awarded to the Company’s corporate executive officers 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, and the 160,000 stock options awarded to the Chairman and Chief Executive Officer on September 14, 2011,  
the number of options that may still be awarded to the Company’s corporate executive officers was 1,965,933.  
th  
(
f) The number of shares that may be awarded as restricted share grants under the 11 resolution of the May 13, 2011 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 3,700,000 outstanding shares on September 14, 2011, and 4,300,000 outstanding shares on  
July 26, 2012, the number of shares that may still be awarded as of December 31, 2012 is 10,927,465 shares. In addition, the shares awarded under presence and performance conditions to  
th  
the Company’s corporate executive officers under the 11 resolution of the ESM held on May 13, 2011, cannot exceed 0.01% of the outstanding share capital on the date of the decision of the  
Board of Directors to proceed with the grant. Given the 16,000 outstanding shares awarded under presence and performance conditions to the Chairman and Chief Executive Officer by the  
Board of Directors at its meeting on September 14, 2011 and the 53,000 outstanding shares awarded under presence and performance conditions to the Chairman and Chief Executive Officer  
by the Board of Directors at its meeting on July 26, 2012, the number of outstanding shares that may still be awarded to the Company’s corporate executive officers was 167,593.  
178  
TOTAL. Registration Document 2012  
General information  
Share capital  
8
1.4. Potential share capital as of December 31, 2012  
Securities granting rights to TOTAL shares, through exercise  
or redemption, are TOTAL share subscription options amounting  
to 32,462,382 share subscription options as of December 31, 2012,  
divided into:  
– 4,661,443 options for the plan awarded by the Board of  
Directors on September 14, 2010; and  
1,505,040 options for the plan awarded by the Board of  
Directors on September 14, 2011.  
6,160,020 options(1) for the plan awarded by the Board  
of Directors on July 19, 2005;  
The potential share capital (existing share capital plus securities  
granting rights to TOTAL shares, through exercise or redemption)  
of 2,398,395,528 shares, represents 101.37% of the share capital  
as of December 31, 2012, on the basis of 2,365,933,146 TOTAL  
shares constituting the share capital as of December 31, 2012,  
and of 32,462,382 TOTAL shares that could be issued upon  
the exercise of TOTAL options.  
5,621,526 options for the plan awarded by the Board  
of Directors on July 18, 2006;  
5,848,985 options for the plan awarded by the Board  
of Directors on July 17, 2007;  
4,330,468 options for the plan awarded on October 9, 2008  
by decision of the Board of Directors on September 9, 2008;  
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 974,900 shares as of December 31, 2012.  
4,334,900 options for the plan awarded by the Board  
of Directors on September 15, 2009;  
1.5. TOTAL shares held by the Companies or its subsidiaries  
As of December 31, 2012  
Percentage of share capital held by TOTAL S.A.  
0.34%  
Number of shares held in portfolio  
Book value of portfolio (at purchase price) (M)  
Market value of portfolio (M)(a)  
8,060,371  
316  
314  
Percentage of capital held by the entire Group(b)  
4.58%  
Number of shares held in portfolio  
Book value of portfolio (at purchase price) (M)  
Market value of portfolio (M)(a)  
108,391,639  
3,342  
4,228  
(
a) Based on a market price of 39.01 per share as of December 31, 2012.  
(b) TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.  
1.6. Share capital history  
(Since January 1, 2010)  
1.6.1. For fiscal year 2010  
January 12, 2011 Acknowledgement of the issuance of 1,218,047 new shares, par value 2.50 per share, through the exercise of 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.  
1.6.2. For fiscal year 2011  
April 28, 2011  
Acknowledgement of the subscription to 8,902,717 new shares, par value 2.50 per share, as part of the capital  
increase reserved for Group Employees approved by the Board of Directors on October 28, 2010, raising the share  
capital by 22,256,792.50, from 5,874,102,327.50 to 5,896,359,120.  
January 12, 2012 Acknowledgement of the issuance of 5,223,665 new shares, par value 2.50 per share, through the exercise  
of stock options between January 1 and December 31, 2011, raising the share capital by 13,059,162.50 from  
5,896,359,120 to 5,909,418,282.50.  
(
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 2012. TOTAL  
179  
 
General information  
8
Articles of incorporation and by-laws; other information  
1.6.3. For fiscal year 2012  
July 2, 2012  
Acknowledgement of the issuance of 1,366,950 new shares, par value 2.50 per share, as part of the global free  
TOTAL share plan to Group Employees decided by the Board of Directors on May 21, 2010, raising the share capital  
by 3,417,375 from 5,909,418,282.50 to 5,912,835,657.50.  
January 8, 2013  
Acknowledgement of the issuance of 798,883 new shares, par value 2.50 per share, through the exercise of stock  
options between January 1 and December 31, 2012, raising the share capital by 1,997,207.50 from  
5,912,835,657.50 to 5,914,832,865.  
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 K.L. Associés, 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  
7010Z since January 8, 2008  
2.1.3. Legal form and nationality  
2.1.8. Term  
A French “société anonyme” (limited liability company)  
99 years from March 22, 2000, to expire on March 22, 2099,  
2.1.4. Trade Registry  
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.  
180  
TOTAL. Registration Document 2012  
 
 
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.  
2.3.6. Rules of procedure of the Board  
and Committees of the Board of Directors  
If this percentage is exceeded, the oldest Board member  
is automatically considered to have resigned.  
See Chapter 5, point 1. (Corporate Governance – Report of the  
Chairman of the Board of Directors) of this Registration Document.  
The director permanent representative of a legal entity must be  
under 70 years old.  
2
.3.7. Form of Management  
2
.3.3. Age limit of the Chairman  
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 the 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 (refer to Chapter 5, paragraph 1.7.1. for more  
details).  
The management form selected remains in effect until a decision  
to the contrary is made by the Board of Directors.  
Registration Document 2012. TOTAL  
181  
 
General information  
8
Articles of incorporation and by-laws; other information  
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.  
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.  
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.  
2.4.3. Fractional rights  
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.  
2
.4.1. Double voting 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.  
(1)  
2.4.4. Statutory allocation of profits  
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.  
2.4.2. Limitation of voting rights  
Article 18 of the Company’s by-laws provides that at Shareholders’  
Meetings, no shareholder may cast, by himself or through his  
agent, on the basis of the single voting rights attached to the  
shares he holds directly or indirectly and the shares for which he  
holds powers, more than 10% of the total number of voting rights  
attached to the Company’s shares. In the case of double voting  
rights, by himself or through his agent, this limit may be exceeded,  
taking only the resulting additional voting rights into account, provided  
that the total voting rights that he exercises do not exceed 20% of  
the total voting rights associated with the shares in the Company.  
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;  
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.  
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.  
The Shareholders’ Meeting held to approve the financial statements  
for the fiscal year may decide to grant shareholders an option, for  
all or part of the dividend or interim dividends, between payment of  
the dividend in cash or in shares.  
The Shareholders’ Meeting may decide at any time, but only based  
on 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.  
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.  
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.  
(
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).  
182  
TOTAL. Registration Document 2012  
 
General information  
Other matters  
8
2.6. Shareholders’ Meetings  
2
.6.1. Notice of meetings  
maintained by a financial intermediary. Proof of this registration or  
record is obtained under a certificate of participation (“attestation  
de participation”) delivered to the shareholder. This registration or  
recording of the shares must be effective no later than a “record  
date” at 0: 00 a.m. (Paris time) the third business days preceding  
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 canceled and the votes sent by  
mail or proxies granted to the Company for such shares will be  
canceled 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.  
Shareholders’ Meetings are convened and conducted under  
the conditions provided for by law.  
2.6.2. Admission to meetings  
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  
2.7. Thresholds to be declared according to the by-laws  
Any individual or entity who directly or indirectly acquires a  
percentage of the share capital, voting rights or rights giving future  
access to the share capital of the Company which is equal to or  
greater than 1%, or a multiple of this percentage, is required to  
notify the Company within fifteen days by registered mail with return  
receipt requested, and declare the number of securities held.  
of voting rights at Shareholders’ Meetings if, at a 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.  
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 thresholds mentioned  
in the first paragraph.  
In case the shares above these thresholds are not declared,  
as specified in the preceding paragraph, any shares held in excess  
of the threshold that should have been declared will be deprived  
2.8. Changes in the share capital  
The Company’s share capital may be changed only under the  
conditions stipulated by the legal and regulatory provisions in force.  
No provision of the by-laws, charter, or internal regulations provide  
for more stringent conditions than the law governing changes  
in the Company’s share capital.  
3. Other matters  
3.1. Employee incentives and profit-sharing  
On June 29, 2012, a new incentive and profit-sharing agreement  
was signed for 2012, 2013 and 2014, concerning TOTAL S.A.,  
Elf Exploration Production, Total Exploration Production France,  
CDF Énergie, Total Raffinage Marketing, Total Additifs et Carburants  
Spéciaux, Total Lubrifiants, Total Fluides, Totalgaz, Total Raffinage-  
Chimie, Total Petrochemicals France and Total Raffinage France.  
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 2012 would total approximately 150 million.  
Company savings plans give employees of the French 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 paragraph 6.2. of Chapter 5).  
The Group made gross additional contributions (“abondement”)  
to various savings plans that totaled 73.3 million in 2012.  
Registration Document 2012. TOTAL  
183  
 
 
General information  
8
Documents on display  
3.2. Pension savings plan  
The September 29, 2004 Group agreement on the provisions  
for retirement savings set up a Collective Retirement Savings Plan  
An amendment to the plan signed on March 30, 2012 adjusted the  
management mechanisms of the PERCO in order to better secure  
retirement savings and extended the scope of the agreement  
to include Total Petrochemicals France, Total Raffinage-Chimie  
and Total Raffinage France.  
(PERCO). An amendment to this plan signed on April 15, 2011  
provides for the additional contribution of credit transferred from  
the time-savings scheme to the PERCO (CET-PERCO gateway).  
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.  
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.  
have conducted, with the assistance of the General Management,  
an evaluation 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 fiscal year 2012, the Chairman and Chief  
Executive Officer and the Chief Financial Officer concluded that  
the disclosure controls and procedures were effective (refer to  
point 1.10. in Chapter 5).  
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  
4. Documents on display  
Documents and information concerning TOTAL S.A., including its  
by-laws and the Company’s statutory and consolidated financial  
statements for the year ended December 31, 2012 or for previous  
fiscal years may be consulted at the Company’s registered office  
pursuant to the legal and regulatory provisions in force.  
past five fiscal years, the first half financial reports, the first half  
Group presentations of its results and outlook, as well as the  
quarterly financial information, are available on the Company’s  
website (total.com, Investor/Regulated Information in France).  
TOTAL’s registration documents filed with the French Financial  
Markets Authority (Autorité des marchés financiers) for each of the  
5. Information on holdings  
5.1. General information  
As of December 31, 2012, there were 883 consolidated subsidiaries,  
of which 803 were fully consolidated and 80 were accounted for under  
the equity method.  
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 of  
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 (point 7., Chapter 9).  
184  
TOTAL. Registration Document 2012  
 
 
General information  
Information on holdings  
8
5.2. TOTAL’s interest in Sanofi  
In fiscal year 2012, TOTAL sold the remainder of its holding in  
Sanofi, held indirectly through its subsidiary Elf Aquitaine.  
Over the years 2010 and 2011, TOTAL’s interest in Sanofi  
successively changed from 7.33% of the outstanding shares  
and 12.29% of the voting rights on December 31, 2009,  
to 5.51% of the outstanding shares and 9.15% of the voting rights  
on December 31, 2010, and then to 3.22% of the outstanding  
shares and 5.46% of the voting rights on December 31, 2011.  
On February 16, 2012, TOTAL S.A. declared in the AMF notice  
No. 212C0276 that on February 15, 2012, its voting rights in Sanofi  
indirectly fell below the 5% threshold and that it holds 2.83%  
of the share capital and 4.69% of the voting rights of the company  
(following the conversion of registered Sanofi shares to bearer  
shares, which caused a decrease in the number of voting rights,  
and to the disposal of Sanofi shares on the market).  
5.3. TOTAL’s interest in Novatek  
On March 2, 2011, TOTAL announced the signing of an agreement  
in principle to acquire a 12.09% capital interest in Novatek,  
a Russian company listed on the Moscow Interbank Currency  
Exchange and the London Stock Exchange, with both parties  
intending TOTAL to increase its stake to 15% within 12 months  
and to 19.40% within 36 months.  
TOTAL raised its stake to 14.09% on December 8, 2011, by  
acquiring an additional 2% capital interest in Novatek from its  
two major shareholders, in the framework of the agreement  
concluded in March 2011.  
In 2012, TOTAL proceeded to the acquisition of shares in Novatek  
on a gradual basis. As of December 31, 2012, TOTAL held (through  
its subsidiary Total E&P Arctic Russia) 465,846,900 shares out  
of a total of 3,036,306,000 outstanding shares, representing 15.34%  
of Novatek’s share capital and voting rights.  
TOTAL acquired its 12.09% capital interest in Novatek on April 1, 2011  
by purchasing shares from Novatek’s two major shareholders.  
Further to this transaction, TOTAL is now represented on the Novatek  
Board of Directors.  
5.4. TOTAL’s interest in SunPower  
On April 28, 2011, SunPower, an American company listed on  
the NASDAQ, and TOTAL announced the signing of a strategic  
agreement for the acquisition by TOTAL, through a friendly takeover  
bid, of 60% of SunPower’s outstanding shares for a price of $23.25  
per share, totaling around $1.4 billion. The friendly takeover bid was  
concluded successfully on June 21, 2011.  
In January 2012, TOTAL’s interest in SunPower increased to 66%  
as the result of capital increase coinciding with the Tenesol transaction  
(see paragraph 4.2.1.1.1., Chapter 2).  
As of December 31, 2012, TOTAL held (through its subsidiary  
Total Gas & Power USA) 78,576,682 shares out of a total  
of 119,234,280 outstanding shares, representing 65.90%  
of SunPower’s share capital and voting rights.  
TOTAL also signed in 2011 a five-year financial guarantee agreement  
with SunPower for a maximum amount of $1 billion, as well as  
a liquidity support agreement for a maximum amount of $600 million  
for a maximum five-year term.  
Registration Document 2012. TOTAL  
185  
 
186  
TOTAL. Registration Document 2012  
9.Comptes consolidés  
Consolidated Financial Statements  
9
Consolidated Financial Statements  
The Management report was approved by the Board of Directors on February 12, 2013 and has 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  
188  
189  
190  
191  
192  
193  
194  
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .194  
Accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .194  
Main indicators - information by business segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .201  
Changes in the Group structure, main acquisitions and divestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .202  
Business segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .204  
Information by geographical area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .215  
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .216  
Other income and other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .216  
Other financial income and expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .217  
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .217  
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .219  
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .220  
Equity affiliates: investments and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .223  
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .225  
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .226  
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .227  
Accounts receivable and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .228  
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .229  
Employee benefits obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .232  
Provisions and other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .235  
Financial debt and related financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .237  
Other creditors and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .244  
Lease contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .245  
Commitments and contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .246  
Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .249  
Share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .250  
Payroll and staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .258  
Statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .258  
Financial assets and liabilities analysis per instruments class and strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .259  
Fair value of financial instruments (excluding commodity contracts) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26  
Financial instruments related to commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .267  
Financial risks management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .269  
Other risks and contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .276  
Other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .280  
Changes in progress in the Group structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .280  
Consolidation scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .282  
1
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7
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9
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1
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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 2011. TOTAL  
187  
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, 2012  
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 2012, 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 December 31, 2012 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.  
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. Actual results may differ significantly from these estimates, if different assumptions  
or circumstances apply. 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.  
These assumptions and estimates are 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.  
In order to assess the reasonableness of management’s estimates, we performed audit procedures, using sampling techniques, that entailed  
the review of the assumptions and calculations on which the estimates are based on, the comparison of prior years’ actual results to their  
related estimates and the review of management’s process for approving the estimates. Additionally, the notes to the financial statements  
were reviewed to ensure that appropriate information regarding the estimates used by management had been disclosed.  
These assessments were made as part of our audit of the Consolidated 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 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 7, 2013  
The statutory auditors  
French original signed by  
KPMG Audit  
ERNST & YOUNG Audit  
A division of KPMG S.A.  
Jay Nirsimloo  
Pascal Macioce  
Laurent Vitse  
188  
TOTAL. Registration Document 2012  
 
 
Consolidated Financial Statements  
Consolidated statement of income  
9
2. Consolidated statement of income  
TOTAL  
For the year ended December 31,  
(
M)(a)  
2012  
2011  
2010  
Sales  
Excise taxes  
Revenues from sales  
(notes 4 & 5)  
200,061  
(17,762)  
182,299  
184,693  
(18,143)  
166,550  
159,269  
(18,793)  
140,476  
Purchases net of inventory variation  
Other operating expenses  
Exploration costs  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(note 6)  
(note 6)  
(note 6)  
(126,798)  
(22,668)  
(1,446)  
(9,525)  
1,462  
(113,892)  
(19,843)  
(1,019)  
(7,506)  
1,946  
(93,171)  
(19,135)  
(864)  
(8,421)  
1,396  
(note 7)  
(note 7)  
(915)  
(1,247)  
(900)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(671)  
100  
(571)  
(713)  
273  
(440)  
(465)  
131  
(334)  
(note 29)  
Other financial income  
Other financial expense  
(note 8)  
(note 8)  
558  
(499)  
609  
(429)  
442  
(407)  
Equity in income (loss) of affiliates  
Income taxes  
(note 12)  
(note 9)  
2,010  
(13,066)  
1,925  
(14,073)  
1,953  
(10,228)  
Consolidated net income  
10,841  
12,581  
10,807  
Group share  
Non-controlling interests  
10,694  
147  
12,276  
305  
10,571  
236  
Earnings per share ()  
Fully-diluted earnings per share ()  
4.74  
4.72  
5.46  
5.44  
4.73  
4.71  
(a) Except for per share amounts.  
Registration Document 2012. TOTAL  
189  
 
Consolidated Financial Statements  
9
Consolidated statement of comprehensive income  
3. Consolidated statement of comprehensive income  
TOTAL  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Consolidated net income  
10,841  
12,581  
10,807  
Other comprehensive income  
Currency translation adjustment  
Available for sale financial assets  
Cash flow hedge  
Share of other comprehensive income of associates, net amount  
Other  
Tax effect  
(701)  
(338)  
65  
160  
(13)  
63  
1,498  
337  
(84)  
(15)  
(2)  
2,231  
(100)  
(80)  
302  
(7)  
(55)  
28  
Total other comprehensive income (net amount) (note 17)  
(764)  
1,679  
2,374  
Comprehensive income  
10,077  
14,260  
13,181  
Group share  
Non-controlling interests  
9,969  
108  
13,911  
349  
12,936  
245  
190  
TOTAL. Registration Document 2012  
 
 
Consolidated Financial Statements  
Consolidated Balance Sheet  
9
4. Consolidated balance sheet  
TOTAL  
As of December 31,  
(M)  
ASSETS  
2012  
2011  
2010  
Non-current assets  
Intangible assets, net  
(notes 5 & 10)  
(notes 5 & 11)  
(note 12)  
12,858  
69,332  
13,759  
1,190  
1,626  
1,832  
3,715  
12,413  
64,457  
12,995  
3,674  
1,976  
1,767  
3,104  
8,917  
54,964  
11,516  
4,590  
1,870  
1,378  
2,277  
Property, plant and equipment, net  
Equity affiliates: investments and loans  
Other investments  
Hedging instruments of non-current financial debt  
Deferred income taxes  
(note 13)  
(note 20)  
(note 9)  
(note 14)  
Other non-current assets  
Total non-current assets  
104,312  
100,386  
85,512  
Current assets  
Inventories, net  
Accounts receivable, net  
Other current assets  
Current financial assets  
Cash and cash equivalents  
Assets classified as held for sale  
(note 15)  
(note 16)  
(note 16)  
(note 20)  
(note 27)  
(note 34)  
17,397  
19,206  
10,086  
1,562  
15,469  
3,797  
18,122  
20,049  
10,767  
700  
14,025  
-
15,600  
18,159  
7,483  
1,205  
14,489  
1,270  
Total current assets  
Total assets  
67,517  
63,663  
58,206  
171,829  
164,049  
143,718  
LIABILITIES & SHAREHOLDERS’ EQUITY  
2012  
2011  
2010  
Shareholders’ equity  
Common shares  
5,915  
71,827  
(1,488)  
(3,342)  
5,909  
66,506  
(988)  
5,874  
60,538  
(2,495)  
(3,503)  
Paid-in surplus and retained earnings  
Currency translation adjustment  
Treasury shares  
(3,390)  
Total shareholders’ equity - Group share  
Non-controlling interests  
(note 17)  
72,912  
1,281  
68,037  
1,352  
60,414  
857  
Total shareholders’ equity  
74,193  
69,389  
61,271  
Non-current liabilities  
Deferred income taxes  
Employee benefits  
Provisions and other non-current liabilities  
Non-current financial debt  
(note 9)  
(note 18)  
(note 19)  
(note 20)  
12,785  
1,973  
11,585  
22,274  
12,260  
2,232  
10,909  
22,557  
9,947  
2,171  
9,098  
20,783  
Total non-current liabilities  
48,617  
47,958  
41,999  
Current liabilities  
Accounts payable  
Other creditors and accrued liabilities  
Current borrowings  
Other current financial liabilities  
Liabilities directly associated with the assets classified as held for sale  
21,648  
14,698  
11,016  
176  
22,086  
14,774  
9,675  
167  
18,450  
11,989  
9,653  
159  
(note 21)  
(note 20)  
(note 20)  
(note 34)  
1,481  
-
197  
Total current liabilities  
49,019  
46,702  
40,448  
Total liabilities and shareholders’ equity  
171,829  
164,049  
143,718  
Registration Document 2012. TOTAL  
191  
 
 
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)  
2012  
2011  
2010  
CASH FLOW FROM OPERATING ACTIVITIES  
Consolidated net income  
10,841  
10,481  
1,385  
(362)  
12,581  
8,628  
1,665  
-
10,807  
9,117  
527  
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  
(1,321)  
211  
1,084  
143  
(1,590)  
(107)  
(1,739)  
98  
(1,046)  
(470)  
(496)  
114  
(
Other changes, net  
Cash flow from operating activities  
CASH FLOW USED IN INVESTING ACTIVITIES  
22,462  
19,536  
18,493  
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  
(19,905)  
(191)  
(898)  
(1,949)  
(17,950)  
(854)  
(4,525)  
(1,212)  
(13,812)  
(862)  
(654)  
(945)  
Total expenditures  
(22,943)  
(24,541)  
(16,273)  
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  
1,418  
352  
2,816  
1,285  
1,439  
575  
5,691  
873  
1,534  
310  
1,608  
864  
Total divestments  
5,871  
8,578  
4,316  
Cash flow used in investing activities  
CASH FLOW USED IN FINANCING ACTIVITIES  
Issuance (repayment) of shares:  
(17,072)  
(15,963)  
(11,957)  
-
-
Parent company shareholders  
Treasury shares  
32  
(68)  
481  
-
41  
49  
Dividends paid:  
-
-
Parent company shareholders  
Non-controlling interests  
(5,184)  
(104)  
1
5,279  
(2,754)  
(947)  
(5,140)  
(172)  
(573)  
4,069  
(3,870)  
896  
(5,098)  
(152)  
(429)  
3,789  
(731)  
(817)  
Other transactions with non-controlling interests  
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  
(3,745)  
1,645  
(4,309)  
(736)  
(3,348)  
3,188  
Net increase (decrease) in cash and cash equivalents  
Effect of exchange rates  
(201)  
272  
(361)  
Cash and cash equivalents at the beginning of the period  
14,025  
14,489  
11,662  
Cash and cash equivalents at the end of the period  
15,469  
14,025  
14,489  
192  
TOTAL. Registration Document 2012  
 
 
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  
and retained translation  
Treasury shares Shareholders’ Total  
Non-  
equity - controlling shareholders’  
Number Amount  
earnings adjustment  
Number Amount Groupshare interests  
equity  
As of January 1, 2010  
2,348,422,884 5,871  
55,372  
(5,069) (115,407,190) (3,622)  
52,552  
987  
53,539  
Net income 2010  
Other comprehensive  
income (note 17)  
-
-
10,571  
-
-
-
10,571  
236  
10,807  
-
-
-
-
-
-
(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)  
1,218,047  
3
-
-
-
-
38  
-
(70)  
140  
-
-
-
-
-
-
-
-
-
41  
-
49  
140  
-
-
-
-
-
-
41  
-
49  
140  
-
Purchase of treasury shares  
Sale of treasury shares(a)  
Share-based payments (note 25)  
Share cancellation (note 17)  
Other operations  
-
-
-
-
-
119  
-
2,919,511  
-
-
-
with non-controlling interests  
Other items  
-
-
-
-
(199)  
-
(7)  
-
-
-
-
-
(206)  
-
(223)  
-
(429)  
-
As of December 31, 2010  
2,349,640,931 5,874  
60,538  
(2,495) (112,487,679) (3,503)  
60,414  
857  
61,271  
Net income 2011  
Other comprehensive  
income (note 17)  
-
-
-
12,276  
-
-
-
12,276  
305  
12,581  
-
231  
12,507  
(6,457)  
1,404  
1,404  
-
-
-
-
-
-
-
1,635  
13,911  
(6,457)  
44  
349  
1,679  
14,260  
(6,629)  
Comprehensive income  
-
-
Dividend  
-
-
(172)  
Issuance of common  
shares (note 17)  
14,126,382  
35  
-
-
-
-
446  
-
(113)  
161  
-
-
-
-
-
-
-
-
-
481  
-
-
-
-
-
481  
Purchase of treasury shares  
Sale of treasury shares(a)  
Share-based payments (note 25)  
Share cancellation (note 17)  
Other operations  
-
-
-
-
-
113  
-
-
-
-
-
2,933,506  
-
-
161  
-
161  
-
-
with non-controlling interests  
Other items  
-
-
-
-
(553)  
(23)  
103  
-
-
-
-
-
(450)  
(23)  
(123)  
441  
(573)  
418  
As of December 31, 2011  
2,363,767,313 5,909  
66,506  
(988) (109,554,173) (3,390)  
68,037  
1,352  
69,389  
Net income 2012  
Other comprehensive  
income (note 17)  
-
-
10,694  
-
-
-
10,694  
147  
10,841  
-
-
(219)  
10,475  
(5,237)  
(506)  
-
-
(725)  
9,969  
(39)  
108  
(764)  
10,077  
(5,341)  
Comprehensive income  
-
-
(506)  
-
-
Dividend  
Issuance of common  
shares (note 17)  
Purchase of treasury shares  
Sale of treasury shares(a)  
Share-based payments (note 25)  
Share cancellation (note 17)  
Other operations  
-
-
-
-
-
-
(5,237)  
(104)  
2,165,833  
6
-
-
-
-
26  
-
(116)  
146  
-
-
-
-
-
-
-
32  
(68)  
-
146  
-
-
-
-
-
-
32  
(68)  
-
146  
-
-
-
-
-
(1,800,000)  
2,962,534  
(68)  
116  
-
-
-
-
with non-controlling interests  
Other items  
-
-
-
-
11  
16  
6
-
-
-
-
-
17  
16  
(16)  
(59)  
1
(43)  
As of December 31, 2012  
2,365,933,146 5,915  
71,827  
(1,488) (108,391,639) (3,342)  
72,912  
1,281  
74,193  
(a) Treasury shares related to the stock option purchase plans and restricted stock grants.  
Registration Document 2012. TOTAL  
193  
 
 
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
7. Notes to the Consolidated Financial Statements  
On February 12, 2013, the Board of Directors established and authorized the publication of the Consolidated Financial Statements of TOTAL S.A.  
for the year ended December 31, 2012, which will be submitted for approval to the shareholders’ meeting to be held on May 17, 2013.  
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, 2012.  
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, 2012 were the same as those  
that were used as of December 31, 2011 except for amendments  
and interpretations of IFRS which were mandatory for the periods  
beginning after January 1, 2012 (and not early adopted). Their  
adoption has no material impact on the Consolidated Financial  
Statements as of December 31, 2012.  
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:  
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  
– 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  
cost. Assets and liabilities are measured at fair value when required  
by the standards.  
B) Business combinations  
Business combinations are accounted for using the acquisition  
method. This method requires the recognition of the acquired  
identifiable assets, assumed liabilities and any non-controlling  
interests in the companies acquired by the Group at their fair value.  
The value of the purchase price is finalized within one year from the  
acquisition date.  
Accounting policies used by the Group are described below:  
A) Principles of consolidation  
The acquirer shall recognize goodwill at the acquisition date, being  
the excess of:  
Entities that are directly controlled by the parent company or  
indirectly controlled by other consolidated entities are fully  
consolidated.  
– The consideration transferred, the amount of non-controlling  
interests and, in business combinations achieved in stages,  
the fair value at the acquisition date of the investment previously  
held in the acquired company;  
Investments in jointly-controlled entities are consolidated under the  
equity method. The Group accounts for jointly-controlled operations  
and jointly-controlled assets by recognizing its share of assets,  
liabilities, income and expenses.  
– Over the fair value at the acquisition date of acquired identifiable  
assets and assumed liabilities.  
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  
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. After having  
completed such additional analysis any residual badwill is recorded  
as income.  
(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.  
In transactions with non-controlling interests, the difference  
between the price paid (received) and the book value of non-  
controlling interests acquired (sold) is recognized directly in equity.  
All intercompany balances, transactions and income are eliminated.  
194  
TOTAL. Registration Document 2012  
 
 
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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  
(ii) Sale of services  
Revenues from services are recognized when the services have  
been rendered.  
“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.  
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.  
C) Foreign currency translation  
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 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  
Transactions denominated in foreign currencies other than the  
functional currency of the entity 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 the statement of income.  
(
iii) Solar farm development projects  
SunPower develops and sells solar farm projects. This activity  
generally contains a property component (land ownership  
or an interest in land rights). The revenue associated with  
the development of these projects is recognized when the  
entities-projects and land rights are irrevocably sold.  
(ii) Translation of financial statements  
denominated in foreign currencies  
Revenues under contracts for construction of solar systems  
are recognized based on the progress of construction works,  
measured according to the percentage of costs incurred relative  
to total forecast costs.  
Assets and liabilities of foreign entities are translated into euros  
on the basis of the exchange rates at the end of the period.  
The income and cash flow statements are translated using the average  
exchange rates for the period. Foreign exchange differences  
resulting from such translations are either recorded in shareholders’  
equity under “Currency translation adjustments” (for the Group  
share) or under “Non-controlling interests” (for the share of  
non-controlling interests) as deemed appropriate.  
E) Share-based payments  
The Group may grant employees stock options, create employee  
share purchase plans and offer its employees the opportunity to  
subscribe to reserved capital increases. These employee benefits  
are recognized as expenses with a corresponding credit to  
shareholders’ equity.  
D) Sales and revenues from sales  
Sales figures include excise taxes collected by the Group within the  
course of its oil distribution operations. Excise taxes are deducted  
from sales in order to obtain the “Revenues from sales” indicator.  
The expense is equal to the fair value of the instruments granted.  
The expense is recognized on a straight-line basis between  
the grant date and vesting date.  
(i) Sale of goods  
The fair value of the options is calculated using the Black-Scholes  
model at the grant date.  
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.  
For restricted share plans, the fair value is calculated using the  
market price at the grant date after deducting the expected  
distribution rate during the vesting period.  
Revenues from sales of crude oil, natural gas and coal are recorded  
upon transfer of title, according to the terms of the sales contracts.  
The number of allocated equity instruments can be revised during  
the vesting period in cases of non compliance with performance  
conditions, with the exception of those related to the market,  
or according to the rate of turnover of the beneficiaries.  
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 “Other current assets” or “Other  
creditors and accrued liabilities”, as appropriate.  
The cost of employee-reserved capital increases is immediately  
expensed. A discount reduces the expense in order to account  
for the non-transferability of the shares awarded to the employees  
over a period of five years.  
Quantities delivered that represent production royalties and taxes,  
when paid in cash, are included in oil and gas sales, except for  
the United States and Canada.  
F) Income taxes  
Income taxes disclosed in the statement of income include  
the current tax expenses and the deferred tax expenses.  
Certain transactions within the trading activities (contracts involving  
quantities that are purchased from third parties then resold to third  
parties) are shown at their net value in sales.  
The Group uses the 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.  
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.  
Registration Document 2012. TOTAL  
195  
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  
(ii) Oil and Gas producing assets  
of common shares outstanding during the period. Treasury shares  
held by the parent company, TOTAL S.A., and TOTAL shares held  
by the Group subsidiaries are deducted from consolidated  
shareholders’ equity. These shares are not considered outstanding  
for purposes of this calculation which also takes into account the  
dilutive effect of stock options, 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).  
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.  
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).  
Transportation assets are depreciated using the unit-of-production  
method based on throughput or by using the straight-line method  
whichever best reflects the duration of use of the economic life  
of the asset.  
H) Oil and gas exploration  
and producing properties and mining activity  
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.  
Proved mineral interests are depreciated using the unit-of-production  
method based on proved reserves.  
(iii) Mining activity  
(
i) Exploration costs  
Before an assessment can be made on the existence of resources,  
exploration costs, including studies and core drilling campaigns  
as a whole, are expensed.  
Geological and geophysical costs, including seismic surveys  
for exploration purposes are expensed as incurred.  
Mineral interests are capitalized as intangible assets when acquired.  
These acquired interests are tested for impairment on a regular  
basis, property-by-property, based on the results of the exploratory  
activity and the management’s evaluation.  
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.  
196  
TOTAL. Registration Document 2012  
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  
Specialized complex installations and pipelines  
Buildings  
3-12 years  
5-20 years  
10-15 years  
10-30 years  
10-50 years  
These costs are capitalized and depreciated either on a straight line  
basis or depleted using the UOP method from the start of production.  
I) Goodwill and other intangible  
assets excluding mineral interests  
K) Leases  
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  
Research and development  
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 costs are charged to expense as incurred.  
Development expenses are capitalized when the following can  
be demonstrated:  
the technical feasibility of the project and the availability of the  
adequate resources for the completion of the intangible asset;  
The recoverable amount is the higher of the fair value (less costs  
to sell) or its value in use.  
the ability of the asset to generate probable future economic  
benefits;  
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 to measure reliably the expenditures attributable  
to the asset; and  
The value in use of a CGU is determined by reference to the  
discounted expected future cash flows, based upon the  
the feasibility and intention of the Group to complete the  
intangible asset and use or sell it.  
management’s expectation of future economic and operating  
conditions. When this value is less than the carrying amount of the  
CGU, an impairment loss is recorded. It is allocated first to goodwill  
in counterpart of “Other expenses”. These impairment losses  
are then allocated to “Depreciation, depletion and amortization  
of tangible assets and mineral interests” for property, plant and  
mineral interests and to “Other expenses” for other intangible assets.  
Advertising costs are charged to expense as incurred.  
J) Other property, plant and equipment  
Other property, plant and equipment are carried at cost, after  
deducting any accumulated depreciation and accumulated  
impairment losses. This cost includes borrowing costs directly  
attributable to the acquisition or production of a qualifying asset  
incurred until assets are placed in service. Borrowing costs are  
capitalized as follows:  
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  
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.  
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.  
Registration Document 2012. TOTAL  
197  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
The accounting treatment of these financial assets and liabilities  
is as follows:  
- 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.  
(i) Loans and receivables  
2
) Cash flow hedge of the currency risk of the external debt.  
Changes in fair value are recorded in Other comprehensive  
Income 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.  
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.  
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”.  
(
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.  
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  
Foreign subsidiaries’ equity hedge  
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:  
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” and changes in fair value are recorded  
in Other comprehensive income for the effective portion of the  
hedging and in the statement of income for the ineffective portion  
of the hedging. Gains or losses on hedging instruments previously  
recorded in equity, are reclassified to the statement of income in  
the same period as the total or partial disposal of the foreign activity.  
Cash management  
Financial instruments used for cash management purposes are  
part of a hedging strategy of currency and interest rate risks within  
global limits set by the Group and are considered to be used  
for transactions (held for trading). Changes in fair value are  
systematically recorded in the statement of income. The balance  
sheet value of those instruments is included in “Current financial  
assets” or “Other current financial liabilities”.  
The fair value of these instruments is recorded under “Current  
financial assets” or “Other current financial liabilities”.  
Financial instruments related to commodity contracts  
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. According  
to the industry practice, these instruments are considered 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:  
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.  
Detailed information about derivatives positions is disclosed  
in Notes 20, 28, 29, 30 and 31 to the Consolidated Financial  
Statements.  
The fair value of those hedging instruments of long-term  
financing is included in the assets under “Hedging instruments  
on non-current financial debt” or in the liabilities under “Non-  
current financial debt “for the non-current portion. The current  
portion (less than one year) is accounted for in “Current financial  
assets” or “Other current financial liabilities”.  
(iv) Current and non-current financial liabilities  
Current and non-current financial liabilities (excluding derivatives)  
are recognized at amortized cost, except those for which hedge  
accounting can be applied as described in the previous paragraph.  
(
v) Fair value of financial instruments  
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:  
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.  
-
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;  
Estimations of fair value, which are based on principles such as  
discounting future cash flows to present value, must be weighted  
198  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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.  
(First-In, First-Out) method and other inventories are measured  
using the weighted-average cost method. In addition stocks held  
for trading are measured at fair value less costs of sale.  
Refining & Chemicals  
As a consequence, the use of different estimates, methodologies  
and assumptions could have a material effect on the estimated fair  
value amounts.  
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 more than two months on average.  
The methods used are as follows:  
Financial debts, swaps  
Crude oil costs include raw material and receiving costs. Refining  
costs principally include crude oil costs, production costs (energy,  
labor, depreciation of producing assets) and an allocation of  
production overheads (taxes, maintenance, insurance, etc.).  
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.  
Costs of chemical product inventories consist of raw material costs,  
direct labor costs and an allocation of production overheads. Start-  
up costs, general administrative costs and financing costs are  
excluded from the cost price of refined and chemicals products.  
Financial instruments related to commodity contracts  
The valuation methodology is to mark to market all open positions  
for both physical and paper 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.  
Marketing & Services  
The costs of refined products include mainly crude oil costs,  
production costs (energy, labor, depreciation of producing assets)  
and an allocation of production overheads (taxes, maintenance,  
insurance, etc.).  
Start-up costs, general administrative costs and financing costs  
are excluded from the cost price of refined products.  
Other financial instruments  
The fair value of the interest rate swaps and of FRA (Forward Rate  
Agreement) are calculated by discounting future cash flows on the  
basis of zero coupon interest rate curves existing at year-end after  
adjustment for interest accrued but unpaid.  
Product inventories purchased from entities external to the Group  
are valued at their purchase cost plus primary costs of transport.  
O) Treasury shares  
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.  
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.  
Exchange options are valued based on the Garman-Kohlhagen  
model including market quotations at year-end.  
P) Provisions and other non-current liabilities  
Fair value hierarchy  
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.  
IFRS 7 “Financial instruments: disclosures”, amended in 2009,  
introduces a fair value hierarchy for financial instruments and  
proposes the following three-level classification:  
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  
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.  
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;  
level 2: the entry data are observable data but do not correspond  
to quotations for identical assets or liabilities;  
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.  
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.  
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.  
Fair value hierarchy is disclosed in Notes 29 and 30 to the  
Consolidated Financial Statements.  
N) Inventories  
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”.  
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  
Registration Document 2012. TOTAL  
199  
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 are applied:  
Emission rights are managed as a cost of production and  
as such are recognized in inventories:  
-
emission rights allocated for free are booked in inventories  
with a nil carrying amount,  
purchased emission rights are booked at acquisition cost,  
sales or annual restorations of emission rights consist of  
decreases in inventories recognized based on a weighted  
average cost,  
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.  
-
-
For defined contribution plans, expenses correspond to the  
contributions paid.  
- if the carrying amount of inventories at closing date is higher  
than the market value, an impairment loss is recorded.  
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  
– At each closing, a provision is recorded in order to materialize the  
obligation of emission rights restoration related to the emissions  
of the period. This provision is calculated based on estimated  
emissions of the period, valued at weighted average cost of the  
inventories at the end of the period. It is reversed when the  
emission rights are restored.  
(depending on new calculations or assumptions) and between  
projected and actual return of plan assets.  
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.  
– If emission rights to be delivered at the end of the compliance  
period are higher than emission rights (allocated and purchased)  
booked in inventories, the shortage is accounted for as a liability  
at market value.  
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.  
– Forward transactions are recognized at their fair market value  
in the balance sheet. Changes in the fair value of such forward  
transactions are recognized in the statement of income.  
U) Energy savings certificates  
The net periodic pension cost is recognized under “Other operating  
expenses”.  
In the absence of current IFRS standards or interpretations on  
accounting for energy savings certificates, the following principles  
are applied:  
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.  
– If the obligations linked to the sales of energy are greater than the  
number of ESC held then a liability is recorded. These liabilities  
are valued based on the price of last transactions;  
In the event that the number of ESC’s held exceeds the obligation  
at the balance sheet date this is accounted for as inventory;  
– ESC inventories are valued at weighted average cost (acquisition  
cost for those ESC acquired or cost incurred for those ESC  
generated internally).  
Cash and cash equivalents  
If the carrying value of the inventory of certificates at the balance  
sheet date is higher than the market value, an impairment loss  
is recorded in income.  
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.  
V) Non-current assets held for sale  
and discontinued operations  
Investments with maturity greater than three months and less than  
twelve months are shown under “Current financial 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. Depreciation of assets ceases from the date of classifcation  
in “Non-current assets held for sale”.  
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  
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.  
Changes in non-current financial debt are presented as the net  
variation to reflect significant changes mainly related to revolving  
credit agreements.  
200  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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.  
be applicable for annual periods starting on or after January 1,  
2015. 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.  
Standards adopted by the European Union at December 31, 2012  
W) Alternative IFRS methods  
In May 2011, the IASB issued a package of standards on  
consolidation: standard IFRS 10 “Consolidated Financial  
Statements”, standard IFRS 11 “Joint arrangements”, standard  
IFRS 12 “Disclosure of interests in other entities”, revised  
standard IAS 27 “Separate financial statements” and revised  
standard IAS 28 “Investments in associates and joint ventures”.  
These standards are applicable for annual periods beginning on  
or after January 1, 2013. The application of these standards will  
not have a significant effect on the balance sheet, income  
statement and the consolidated equity of the Group.  
For measuring and recognizing assets and liabilities, the following  
choices among alternative methods allowable under IFRS have  
been made:  
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);  
In June 2011, the IASB issued revised standard IAS 19 “Employee  
benefits”, which leads in particular to the full recognition of the net  
position in respect of employee benefits obligations (liabilities net  
of assets) in the balance sheet, to the elimination of the corridor  
approach currently used by the Group, the elimination of the  
depreciation of past services costs, and to the obligation to  
evaluate the expected return on plan assets on a normative basis  
(via the discount rate used to value the debt). This standard is  
Jointly-controlled entities are consolidated under the equity  
method, as provided for in the alternative method of IAS 31  
“Interests in joint ventures”.  
X) New accounting principles not yet in effect  
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, 2012, are as follows:  
st  
applicable retrospectively from January 1 , 2013. The application  
st  
of this standard will have an impact on January 1 , 2013 of an  
increase in employee benefit provisions of 2.8 billion and a  
decrease in equity of 2.8 billion before tax (1.7 billion after tax).  
The impact on the profit for 2011 and 2012 is not significant.  
Standards not yet adopted by the European Union  
at December 31, 2012  
In November 2009, the IASB issued standard IFRS 9 “Financial  
Instruments” that introduces new requirements for the  
In addition, the IASB published in May 2011 standard IFRS 13  
“Fair value measurement”, applicable for annual periods beginning  
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 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  
amortized cost if certain conditions are met. The standard should  
on or after January 1, 2013, and in June 2011 revised standard  
IAS 1 “Presentation of financial statements”, applicable for annual  
periods beginning on or after July 1, 2012. The application of  
these standards will not have a material effect on the Group’s  
consolidated balance sheet, statement of income and  
shareholder’s equity.  
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.  
(ii) The inventory valuation effect  
The adjusted results of the Refining & Chemicals and Marketing  
&
Services 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.  
Adjustment items  
The detail of these adjustment items is presented in Note 4 to the  
Consolidated Financial Statements.  
In the replacement cost method, which approximates the LIFO  
(Last-In, First-Out) method, the variation of inventory values in the  
Adjustment items include:  
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.  
(i) Special items  
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.  
(iii) Effect of changes in fair value  
The effect of changes in fair value presented as adjustment items  
reflects for some transactions differences between internal measure  
of performance used by TOTAL’s management and the accounting  
for these transactions under IFRS.  
Registration Document 2012. TOTAL  
201  
 
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
IFRS requires that trading inventories be recorded at their fair value  
using period end spot prices. In order to best reflect the  
management of economic exposure through derivative  
(dividends from non-consolidated companies, equity in income of  
affiliates, capitalized interest expenses), and after income taxes  
applicable to the above.  
transactions, internal indicators used to measure performance  
include valuations of trading inventories based on forward prices.  
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 non-controlling interests.  
Furthermore, TOTAL, in its trading activities, enters into storage  
contracts, which future effects are recorded at fair value in Group’s  
internal economic performance. IFRS precludes recognition of this  
fair value effect.  
(iii) Adjusted income  
Operating income, net operating income, or net income excluding  
the effect of adjustment items described above.  
(
iv) Until June 30, 2010, TOTAL’s equity share of adjustment  
items reconciling “Business net income” to Net income  
attributable to equity holders of Sanofi (see Note 3, paragraph  
on the sales of Sanofi shares and loss of significant influence  
over Sanofi).  
(iv) Fully-diluted adjusted earnings per share  
Adjusted net income divided by the fully-diluted weighted-average  
number of common shares.  
Main indicators  
(v) Capital employed  
(
i) Operating income (measure used to evaluate operating  
Non-current assets and working capital, at replacement cost,  
net of deferred income taxes and non-current liabilities.  
performance)  
Revenue from sales after deducting cost of goods sold and  
inventory variations, other operating expenses, exploration  
expenses and depreciation, depletion, and amortization.  
(vi) ROACE (Return on Average Capital Employed)  
Ratio of adjusted net operating income to average capital employed  
between the beginning and the end of the period.  
Operating income excludes the amortization of intangible assets  
other than mineral interests, currency translation adjustments and  
gains or losses on the disposal of assets.  
(
vii) ROE (Return on Equity)  
Ratio of adjusted consolidated net income to average adjusted  
shareholders’ equity (after distribution) between the beginning and  
the end of the period.  
(ii) Net operating income (measure used to evaluate the return  
on capital employed)  
(
viii) Net debt  
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  
Non-current debt, including current portion, current borrowings,  
other current financial liabilities less cash and cash equivalents and  
other current financial assets.  
3) Changes in the Group structure, main acquisitions and divestments  
During 2012, 2011 and 2010, main changes in the Group structure  
and main acquisitions and divestments were as follows:  
Information relating to sales in progress is presented in accordance  
with IFRS 5 “Non-current assets held for sale and discontinued  
operations” in note 34.  
2
012  
2011  
�U pstream  
�U pstream  
TOTAL finalized in February 2012 the acquisition in Uganda of  
a one-third interest in Blocks 1, 2 and 3A held by Tullow Oil plc for  
– TOTAL finalized in March 2011 the acquisition from Santos  
of an additional 7.5% interest in Australia’s GLNG project.  
This increases TOTAL’s overall stake in the project to 27.5%.  
1,157 million ($1,487 million), entirely consisting of mineral interests.  
TOTAL has become an equal partner with Tullow and CNOOC in the  
Blocks, each with a one-third interest and each being an operator  
of one of the Blocks. TOTAL is the operator of Block 1.  
The acquisition cost amounted to 202 million ($281 million)  
and mainly corresponded to the value of mineral interests that  
have been recognized as intangible assets in the Consolidated  
Balance Sheet for 227 million.  
TOTAL finalized during 2012 the acquisition of an additional 1.25%  
interest in Novatek for an amount of 368 million ($480 million),  
increasing TOTAL’s overall interest in Novatek to 15.34%.  
In March 2011, Total E&P Canada Ltd., a TOTAL subsidiary,  
and Suncor Energy Inc. (Suncor) have finalized 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.  
TOTAL finalized in October 2012 the sale of its interest in the  
Cusiana field as well as a participation in OAM and ODC  
pipelines in Colombia to Sinochem, for an amount of  
318 million ($409 million), net of cash sold.  
�H olding  
During 2012, TOTAL gradually sold its remaining interest in  
Sanofi, generating a net capital gain of 341 million after tax.  
As at the December 31, 2012 the Group retains no further  
interest in the capital of Sanofi.  
TOTAL acquired 19.2% of Suncor’s interest in the Fort Hills  
project, increasing TOTAL’s overall interest in the project to  
39.2%. Suncor, as operator, held 40.8%. TOTAL also acquired  
202  
TOTAL. Registration Document 2012  
 
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
a 49% stake in the Suncor-operated Voyageur upgrader  
project. For those two acquisitions, the Group paid  
 �R efining & Chemicals  
TOTAL finalized in July 2011 the sale of its photocure and coatings  
resins businesses to Arkema for an amount of 520 million,  
net of cash sold.  
1,937 million (CAD 2,666 million) mainly representing the value  
of intangible assets for 474 million and the value of tangible  
assets for 1,550 million.  
TOTAL and International Petroleum Investment Company  
Furthermore, TOTAL sold to Suncor 36.75% interest in the  
Joslyn project for 612 million (CAD 842 million). The Group,  
as operator, retained a 38.25% interest in the project.  
(a company wholly-owned by the Government of Abu Dhabi)  
entered into an agreement on February 15, 2011 for the sale,  
to International Petroleum Investment Company (IPIC), of the  
48.83% equity interest held by TOTAL in the share capital of  
CEPSA, to be completed within the framework of a public tender  
offer being launched by IPIC for all the CEPSA shares not yet  
held by IPIC, at a unit purchase price of 28 per CEPSA share.  
TOTAL sold to IPIC all of its equity interest in CEPSA and  
received, as of July 29, 2011, an amount of 3,659 million.  
TOTAL finalized in April 2011 the sale of its 75.8% interest in its  
Upstream Cameroonian affiliate Total E&P Cameroun to Perenco,  
for an amount of 172 million ($247 million), net of cash sold.  
TOTAL and the Russian company Novatek signed in March 2011  
two Memorandums of Cooperation to develop the cooperation  
between TOTAL on one side, and Novatek and its main  
shareholders on the other side.  
 �M arketing & Services  
This cooperation was developed around the two following axes:  
– TOTAL finalized in October 2011 the sale of most of its Marketing  
assets in the United Kingdom, the Channel Islands and the Isle of  
Man, to Rontec Investments LLP, a consortium led by Snax 24,  
one of the leading independent forecourt operators in the United  
Kingdom, for an amount of 424 million (£368 million).  
-
In April 2011, TOTAL took a 12.09% shareholding in Novatek  
for an amount of 2,901 million ($4,108 million). In December  
2011, TOTAL finalized the acquisition of an additional 2%  
interest in Novatek for an amount of 596 million ($796 million),  
which increased TOTAL’s overall interest in Novatek to 14.09%.  
TOTAL considered that it had a significant influence especially  
through its representation on the Board of Directors of Novatek  
and its participation in the major Yamal LNG project. Therefore,  
the interest in Novatek was accounted for by the equity method  
since the second quarter of 2011.  
– After the all-cash tender of $23.25 per share launched on  
April 28, 2011 and completed on June 21, 2011, TOTAL has  
acquired a 60% stake in SunPower Corp., a U.S. company listed  
on NASDAQ with headquarters in San Jose (California). Shares  
of SunPower Corp. continue to be traded on the NASDAQ.  
The acquisition cost, whose cash payment occurred on June 21,  
-
In October 2011, TOTAL finalized the acquisition of a 20%  
interest in the Yamal LNG project and has become Novatek’s  
partner in this project.  
2011, amounted to 974 million ($1,394 million).  
The goodwill amounted to $533 million and was fully depreciated  
st  
on 31 December, 2011.  
TOTAL finalized in July 2011 the sale of 10% of its interest  
in the Colombian pipeline OCENSA. The Group still held a 5.2%  
interest in this asset.  
2010  
�U pstream  
TOTAL finalized in September 2011 the acquisition of Esso  
Italiana’s interests respectively in the Gorgoglione concession  
– 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.  
(
25% interest), which contains the Tempa Rossa field, and in two  
exploration licenses located in the same area (51.7% for each  
one). The acquisition increased TOTAL’s interest in the operated  
Tempa Rossa field to 75%.  
TOTAL finalized in December 2011 the sale to Silex Gas Norway  
AS, a wholly owned subsidiary of Allianz, of its entire stake in  
Gassled (6.4%) and related entities for an amount of 477 million  
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 amounted to 862 million. This amount mainly  
(NOK 3.7 billion).  
Total E&P USA Inc. signed in December 2011 an agreement  
to enter into a Joint Venture with Chesapeake Exploration L.L.C.,  
a subsidiary of Chesapeake Energy Corporation, and its partner  
EnerVest Ltd. Under the terms of this agreement, TOTAL  
acquired a 25% share in Chesapeake’s and EnerVest’s liquids-rich  
area of the Utica shale play. TOTAL paid to Chesapeake and  
EnerVest 500 million ($696 million) in cash for the acquisition  
of these assets. TOTAL will also be committed to pay additional  
amounts up to $1.63 billion over a maximum period of 7 years  
in the form of a 60% carry of Chesapeake and EnerVest’s future  
capital expenditures on drilling and completion of wells within the  
Joint Venture. Furthermore, TOTAL will also acquire a 25% share  
in any new acreage which will be acquired by Chesapeake in the  
liquids-rich area of the Utica shale play.  
represented the value of mineral interests that have been  
recognized as intangible assets in the consolidated balance sheet  
for 646 million and the value of tangible assets that have been  
recognized in the consolidated balance sheet for 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.  
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 brought together Santos (45%,  
operator), Petronas (35%) and TOTAL (20%).  
Registration Document 2012. TOTAL  
203  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
The acquisition cost amounted to 566 million and it mainly  
represented the value of mineral interests that have been  
recognized as intangible assets in the consolidated balance  
sheet for 617 million.  
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.  
In addition, TOTAL announced in December 2010 the signature of  
an agreement to acquire an additional 7.5% interest in this project.  
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.  
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.  
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 non-  
controlling interests are accounted for as equity transactions,  
i.e. in consolidated shareholder’s equity.  
�R efining & Chemicals  
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.  
�M arketing & Services  
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 non-controlling interests acquired  
was recognized directly as a decrease in equity.  
TOTAL and ERG announced in January 2010 that they 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 operational since  
– During 2010, TOTAL progressively sold 1.88% of Sanofi’s share  
capital, thus reducing its interest to 5.51%.  
st  
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).  
As from July 1, 2010, given its reduced representation on the  
Board of Directors and the decrease in the percentage of voting  
rights, TOTAL ceased to have a significant influence over Sanofi-  
Aventis and no longer consolidated this investment under the  
equity method. The investment in Sanofi is accounted for as a  
financial asset available for sale in the line “Other investments”  
of the consolidated balance sheet at its fair value, i.e. at the  
stock price.  
�C orporate  
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.  
Net income as of December 31, 2010 included a 135 million  
gain relating to this change in the accounting treatment.  
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 and which is reviewed by the main operational decision-  
making body of the Group, namely the Executive Committee.  
At 31 December, 2012 the Group’s activities are from now  
on divided into three business segments as follows:  
an Upstream segment including, alongside the activities  
of the Exploration & Production of hydrocarbons, the activities  
of Gas & Power;  
The operational profit and assets are broken down by business  
segment prior to the consolidation and inter-segment adjustments.  
a Refining & Chemicals segment constituting a major industrial  
hub comprising the activitites of refining, petrochemicals,  
fertilizers and speciality chemicals. This segment also includes  
the activitites of oil Trading & Shipping; and  
Sales prices between business segments approximate market  
prices.  
Until December 31, 2011, the Group’s activities were divided into  
three business segments as follows:  
– a Marketing & Services segment including the global activitites  
of supply and marketing in the field of petroleulm products as  
well as the activity of New Energies.  
an Upstream segment including, alongside the activities  
of the Exploration & Production of hydrocarbons, the activities  
of Gas & New Energies;  
In addition the Corporate segment includes holdings operating  
and financial activities.  
a Downstream segment including the activities of the  
Refining & Marketing, and of Trading & Shipping division; and  
Accordingly the business segment information for comparative  
periods has been restated according to the current organization  
in effect at December 31, 2012.  
a Chemicals segment including Base Chemicals and Specialties.  
204  
TOTAL. Registration Document 2012  
 
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
A) Information by business segment  
For the year ended December 31, 2012  
(M)  
Upstream  
Refining &  
Marketing  
Corporate Intercompany  
Total  
Chemicals & Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
22,143  
31,521  
-
91,117  
44,470  
(3,593)  
86,614  
755  
(14,169)  
187  
199  
-
-
(76,945)  
-
200,061  
-
(17,762)  
Revenues from sales  
53,664  
131,994  
73,200  
386  
(76,945)  
182,299  
Operating expenses  
(25,914)  
(129,441)  
(71,525)  
(977)  
76,945 (150,912)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(7,437)  
(1,445)  
(607)  
(36)  
-
(9,525)  
Operating income  
20,313  
1,108  
1,068  
(627)  
-
21,862  
Equity in income (loss) of affiliates  
and other items  
Tax on net operating income  
2,325  
(12,370)  
213  
(283)  
(198)  
(383)  
276  
(124)  
-
-
2,616  
(13,160)  
Net operating income  
10,268  
1,038  
487  
(475)  
-
11,318  
Net cost of net debt  
Non-controlling interests  
-
-
-
-
-
-
-
-
-
-
(477)  
(147)  
Net income  
-
-
-
-
-
10,694  
For the year ended December 31, 2012  
(a)  
(
adjustments )  
(M)  
Upstream  
Refining &  
Marketing  
Corporate Intercompany  
Total  
Chemicals & Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
(9)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(9)  
-
-
Revenues from sales  
(9)  
-
-
-
-
(9)  
Operating expenses  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(586)  
(199)  
(229)  
(88)  
-
-
(1,102)  
(1,200)  
(206)  
(68)  
-
(1,474)  
Operating income(b)  
(1,795)  
(405)  
(297)  
(88)  
-
-
-
(2,585)  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
240  
637  
(41)  
70  
(119)  
66  
146  
(108)  
-
-
226  
665  
Net operating income(b)  
(918)  
(376)  
(350)  
(50)  
(1,694)  
Net cost of net debt  
Non-controlling interests  
-
-
-
-
-
-
-
-
-
-
-
27  
Net income  
-
-
-
-
(1,667)  
(
(
a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.  
b) Of which inventory valuation effect  
Upstream  
Refining &  
Chemicals  
Marketing  
& Services  
Corporate  
-
-
on operating income  
on net operating income  
-
-
(179)  
(116)  
(55)  
(39)  
-
-
Registration Document 2012. TOTAL  
205  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2012 (adjusted) Upstream  
(
Refining & Marketing &  
Corporate Intercompany  
Total  
M)(a)  
Chemicals  
Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
22,152  
31,521  
-
91,117  
44,470  
(3,593)  
86,614  
755  
(14,169)  
187  
199  
-
-
(76,945)  
-
200,070  
-
(17,762)  
Revenues from sales  
53,673  
131,994  
73,200  
386  
(76,945)  
182,308  
Operating expenses  
(25,328)  
(129,242)  
(71,296)  
(889)  
76,945 (149,810)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(6,237)  
(1,239)  
(539)  
(36)  
-
(8,051)  
Adjusted operating income  
22,108  
1,513  
1,365  
(539)  
-
-
24,447  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
2,085  
(13,007)  
254  
(353)  
(79)  
(449)  
130  
(16)  
-
-
2,390  
(13,825)  
Adjusted net operating income  
11,186  
1,414  
837  
(425)  
13,012  
Net cost of net debt  
Non-controlling interests  
-
-
-
-
-
-
-
-
-
-
(477)  
(174)  
Adjusted net income  
-
-
-
-
-
-
-
-
-
-
12,361  
5.45  
Adjusted fully-diluted earnings per share ()  
(a) Except for earnings per share.  
For the year ended December 31, 2012  
Upstream  
Refining & Marketing &  
Corporate Intercompany  
Total  
(M)  
Chemicals  
Services  
Total expenditures  
Total divestments  
Cash flow from operating activities  
19,618  
2,798  
18,950  
1,944  
304  
2,127  
1,301  
152  
1,132  
80  
2,617  
253  
-
-
-
22,943  
5,871  
22,462  
Balance sheet as of December 31, 2012  
Property, plant and equipment, intangible assets, net  
Investments in equity affiliates  
Loans to equity affiliates and other non-current assets  
Working capital  
68,310  
9,194  
5,336  
(329)  
(21,170)  
3,072  
9,220  
1,579  
1,656  
9,623  
(2,439)  
-
4,433  
626  
1,535  
2,821  
(1,519)  
-
227  
-
570  
-
-
-
-
-
-
82,190  
11,399  
9,097  
10,343  
(26,343)  
3,072  
(1,772)  
(1,215)  
-
Provisions and other non-current liabilities  
Assets and liabilities classified as held for sale  
Capital Employed (balance sheet)  
Less inventory valuation effect  
64,413  
-
19,639  
(3,236)  
16,403  
9%  
7,896  
(642)  
7,254  
12%  
(2,190)  
-
89,758  
(3,878)  
85,880  
16%  
-
(2,190)  
-
-
Capital Employed (Business segment information)  
ROACE as a percentage  
64,413  
18%  
-
-
206  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
For the year ended December 31, 2011  
Upstream  
Refining & Marketing &  
Corporate Intercompany  
Total  
(M)  
Chemicals  
Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
22,211  
27,301  
-
77,146  
44,277  
(2,362)  
85,325  
805  
(15,781)  
11  
185  
-
-
(72,568)  
-
184,693  
-
(18,143)  
Revenues from sales  
49,512  
119,061  
70,349  
196  
(72,568)  
166,550  
Operating expenses  
(21,894)  
(116,365)  
(68,396)  
(667)  
72,568 (134,754)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(5,039)  
(1,936)  
(496)  
(35)  
-
(7,506)  
Operating income  
22,579  
760  
1,457  
(506)  
-
-
-
24,290  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
2,198  
(13,566)  
647  
(136)  
(377)  
(438)  
336  
(38)  
-
-
2,804  
(14,178)  
Net operating income  
11,211  
1,271  
642  
(208)  
12,916  
Net cost of net debt  
Non-controlling interests  
-
-
-
-
-
-
-
-
-
-
(335)  
(305)  
Net income  
-
-
-
-
12,276  
For the year ended December 31, 2011  
(a)  
(
adjustments )  
Upstream  
Refining & Marketing &  
Corporate Intercompany  
Total  
(M)  
Chemicals  
Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
45  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
45  
-
-
Revenues from sales  
45  
-
-
-
-
45  
Operating expenses  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
-
852  
271  
-
-
-
-
1,123  
(75)  
(705)  
(1)  
(781)  
Operating income(b)  
(30)  
147  
270  
-
-
-
-
387  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
682  
(43)  
337  
(61)  
(363)  
(78)  
90  
(80)  
-
-
746  
(262)  
Net operating income(b)  
609  
423  
(171)  
10  
871  
Net cost of net debt  
Non-controlling interests  
-
-
-
-
-
-
-
-
-
-
-
(19)  
Net income  
-
-
-
-
852  
(
(
a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.  
b) Of which inventory valuation effect  
Upstream  
Refining &  
Chemicals  
Marketing  
& Services  
Corporate  
-
-
on operating income  
on net operating income  
-
-
928  
669  
287  
200  
-
-
Registration Document 2012. TOTAL  
207  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2011 (adjusted) Upstream  
(
Refining & Marketing &  
Corporate Intercompany  
Total  
M)(a)  
Chemicals  
Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
22,166  
27,301  
-
77,146  
44,277  
(2,362)  
85,325  
805  
(15,781)  
11  
185  
-
-
(72,568)  
-
184,648  
-
(18,143)  
Revenues from sales  
49,467  
119,061  
70,349  
196  
(72,568)  
166,505  
Operating expenses  
(21,894)  
(117,217)  
(68,667)  
(667)  
72,568 (135,877)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(4,964)  
(1,231)  
(495)  
(35)  
-
(6,725)  
Adjusted operating income  
22,609  
613  
1,187  
(506)  
-
-
23,903  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,516  
(13,523)  
310  
(75)  
(14)  
(360)  
246  
42  
-
-
2,058  
(13,916)  
Adjusted net operating income  
10,602  
848  
813  
(218)  
12,045  
Net cost of net debt  
Non-controlling interests  
-
-
-
-
-
-
-
-
-
-
(335)  
(286)  
Adjusted net income  
-
-
-
-
-
-
-
-
-
-
11,424  
5.06  
Adjusted fully-diluted earnings per share ()  
(a) Except for earnings per share.  
For the year ended December 31, 2011  
Upstream  
Refining & Marketing &  
Corporate Intercompany  
Total  
(M)  
Chemicals  
Services  
Total expenditures  
Total divestments  
Cash flow from operating activities  
20,662  
2,591  
17,044  
1,910  
2,509  
2,146  
1,834  
1,955  
541  
135  
1,523  
(195)  
-
-
-
24,541  
8,578  
19,536  
Balance sheet as of December 31, 2011  
Property, plant and equipment, intangible assets, net  
Investments in equity affiliates  
Loans to equity affiliates and other non-current assets  
Working capital  
63,250  
8,731  
4,494  
699  
(19,843)  
-
9,037  
1,321  
1,878  
9,851  
(2,837)  
-
4,338  
697  
1,314  
2,902  
(1,585)  
-
245  
-
3,105  
(1,374)  
(1,136)  
-
-
-
-
-
-
-
76,870  
10,749  
10,791  
12,078  
(25,401)  
-
Provisions and other non-current liabilities  
Assets and liabilities classified as held for sale  
Capital Employed (balance sheet)  
Less inventory valuation effect  
57,331  
-
19,250  
(3,367)  
15,883  
5%  
7,666  
(667)  
6,999  
13%  
840  
13  
853  
-
-
85,087  
(4,021)  
81,066  
16%  
-
Capital Employed (Business segment information)  
ROACE as a percentage  
57,331  
21%  
-
-
208  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
For the year ended December 31, 2010  
Upstream  
Refining & Marketing &  
Corporate Intercompany  
Total  
(M)  
Chemicals  
Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
18,526  
22,540  
-
65,156  
34,522  
(2,177)  
75,580  
677  
(16,616)  
7
186  
-
-
(57,925)  
-
159,269  
-
(18,793)  
Revenues from sales  
41,066  
97,501  
59,641  
193  
(57,925)  
140,476  
Operating expenses  
(18,230)  
(94,587)  
(57,613)  
(665)  
57,925 (113,170)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(5,345)  
(2,531)  
(506)  
(39)  
-
(8,421)  
Operating income  
17,491  
383  
1,522  
(511)  
-
-
-
18,885  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,548  
(10,146)  
133  
92  
208  
(545)  
595  
263  
-
-
2,484  
(10,336)  
Net operating income  
8,893  
608  
1,185  
347  
11,033  
Net cost of net debt  
Non-controlling interests  
-
-
-
-
-
-
-
-
-
-
(226)  
(236)  
Net income  
-
-
-
-
10,571  
For the year ended December 31, 2010  
(a)  
(
adjustments )  
Upstream  
Refining & Marketing &  
Corporate Intercompany  
Total  
(M)  
Chemicals  
Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Revenues from sales  
-
Operating expenses  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
-
803  
212  
-
-
-
-
1,015  
(203)  
(1,213)  
-
(1,416)  
Operating income(b)  
(203)  
(410)  
212  
-
-
-
-
(401)  
Equity in income (loss) of affiliates and other items(c)  
Tax on net operating income  
192  
275  
(196)  
202  
45  
(53)  
227  
(6)  
-
-
268  
418  
Net operating income(b)  
264  
(404)  
204  
221  
285  
Net cost of net debt  
Non-controlling 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.  
b) Of which inventory valuation effect Upstream Refining & Marketing Corporate  
Chemicals & Services  
-
-
on operating income  
on net operating income  
-
-
765  
584  
228  
169  
-
-
(
c) Of which equity share of adjustments related to Sanofi  
-
-
-
(81)  
Registration Document 2012. TOTAL  
209  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2010 (adjusted) Upstream  
(
Refining & Marketing &  
Corporate Intercompany  
Total  
M)(a)  
Chemicals  
Services  
Non-Group sales  
Intersegment sales  
Excise taxes  
18,526  
22,540  
-
65,156  
34,522  
(2,177)  
75,580  
677  
(16,616)  
7
186  
-
-
(57,925)  
-
159,269  
-
(18,793)  
Revenues from sales  
41,066  
97,501  
59,641  
193  
(57,925)  
140,476  
Operating expenses  
(18,230)  
(95,390)  
(57,825)  
(665)  
57,925 (114,185)  
Depreciation, depletion and amortization  
of tangible assets and mineral interests  
(5,142)  
(1,318)  
(506)  
(39)  
-
(7,005)  
Adjusted operating income  
17,694  
793  
1,310  
(511)  
-
-
19,286  
Equity in income (loss) of affiliates and other items  
Tax on net operating income  
1,356  
(10,421)  
329  
(110)  
163  
(492)  
368  
269  
-
-
2,216  
(10,754)  
Adjusted net operating income  
8,629  
1,012  
981  
126  
10,748  
Net cost of net debt  
Non-controlling 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  
Upstream  
Refining & Marketing &  
Corporate Intercompany  
Total  
(M)  
Chemicals  
Services  
Total expenditures  
Total divestments  
Cash flow from operating activities  
13,049  
2,067  
15,617  
2,124  
763  
1,226  
1,019  
83  
1,105  
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  
50,560  
4,761  
4,135  
(369)  
(16,076)  
660  
9,325  
2,555  
1,536  
9,866  
(2,771)  
413  
3,743  
1,817  
858  
1,517  
(1,188)  
-
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  
43,671  
-
20,924  
(3,659)  
17,265  
N/A  
6,747  
(838)  
5,909  
N/A  
2,960  
1,061  
4,021  
-
-
74,302  
(3,436)  
70,866  
16%  
-
Capital Employed (Business segment information)  
ROACE as a percentage(a)  
43,671  
N/A  
-
-
(a) The 2009 capital employed has not been recalculated according to the new organisation.  
210  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
B) ROE (Return on Equity)  
The Group evaluates the return on equity as the ratio of adjusted consolidated net income to average adjusted shareholders’ equity between  
the beginning and the end of the period. Thus, adjusted shareholders’ equity for the year ended December 31, 2012 is calculated after  
payment of a dividend of 2.34 per share, subject to approval by the shareholders’ meeting on May 17, 2013.  
The ROE is calculated as follows:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Adjusted net income - Group share  
Adjusted non-controlling interests  
12,361  
174  
11,424  
286  
10,288  
234  
Adjusted consolidated net income  
12,535  
11,710  
10,522  
Shareholders’ equity - Group share  
Distribution of the income based on existing shares at the closing date  
Non-controlling interests  
72,912  
(1,299)  
1,281  
68,037  
(1,255)  
1,352  
60,414  
(2,553)  
857  
Adjusted shareholders’ equity(a)  
ROE  
72,894  
18%  
68,134  
18%  
58,718  
19%  
(a) Adjusted shareholders equity as of December 31, 2009 amounted to 50,993 million.  
C) Reconciliation of the information by business segment with consolidated financial statements  
The table below presents the impact of adjustment items on the consolidated statement of income:  
For the year ended December 31, 2012  
Adjusted Adjustments(a)  
Consolidated  
statement  
(M)  
of income  
Sales  
Excise taxes  
Revenues from sales  
200,070  
(17,762)  
182,308  
(9)  
-
(9)  
200,061  
(17,762)  
182,299  
Purchases, net of inventory variation  
Other operating expenses  
Exploration costs  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(126,564)  
(21,800)  
(1,446)  
(8,051)  
681  
(234)  
(868)  
-
(1,474)  
781  
(126,798)  
(22,668)  
(1,446)  
(9,525)  
1,462  
(448)  
(467)  
(915)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(671)  
100  
(571)  
-
-
-
(671)  
100  
(571)  
Other financial income  
Other financial expense  
558  
(499)  
-
-
558  
(499)  
Equity in income (loss) of affiliates  
Income taxes  
2,098  
(13,731)  
12,535  
(88)  
665  
2,010  
(13,066)  
10,841  
Consolidated net income  
(1,694)  
Group share  
Non-controlling interests  
12,361  
174  
(1,667)  
(27)  
10,694  
147  
st  
(
a) Adjustments include special items, inventory valuation effect and, as from January 1 , 2012, the effect of changes in fair value.  
Registration Document 2012. TOTAL  
211  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
For the year ended December 31, 2011  
Adjusted Adjustments(a)  
Consolidated  
statement  
(M)  
of income  
Sales  
Excise taxes  
Revenues from sales  
184,648  
(18,143)  
166,505  
45  
-
45  
184,693  
(18,143)  
166,550  
Purchases, net of inventory variation  
Other operating expenses  
Exploration costs  
Depreciation, depletion and amortization of tangible assets and mineral interests  
Other income  
Other expense  
(115,107)  
(19,751)  
(1,019)  
(6,725)  
430  
1,215  
(92)  
(113,892)  
(19,843)  
(1,019)  
(7,506)  
1,946  
-
(781)  
1,516  
(711)  
(536)  
(1,247)  
Financial interest on debt  
Financial income from marketable securities & cash equivalents  
Cost of net debt  
(713)  
273  
(440)  
-
-
-
(713)  
273  
(440)  
Other financial income  
Other financial expense  
609  
(429)  
-
-
609  
(429)  
Equity in income (loss) of affiliates  
Income taxes  
1,984  
(13,811)  
11,710  
(59)  
(262)  
871  
1,925  
(14,073)  
12,581  
Consolidated net income  
Group share  
Non-controlling interests  
11,424  
286  
852  
19  
12,276  
305  
st  
(
a) Adjustments include special items, inventory valuation effect and, as from January 1 , 2011, the effect of changes in fair value.  
For the year ended December 31, 2010  
Adjusted Adjustments(a)  
Consolidated  
statement  
(M)  
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  
Non-controlling 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.  
212  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
D) 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, 2012  
Upstream  
Refining & Marketing &  
Corporate  
Total  
(M)  
Chemicals  
Services  
Inventory valuation effect  
Effect of changes in fair value  
Restructuring charges  
Asset impairment charges  
Other items  
-
(9)  
-
(179)  
-
(2)  
(206)  
(18)  
(55)  
-
-
(68)  
(174)  
-
-
-
(234)  
(9)  
(2)  
(1,474)  
(866)  
(1,200)  
(586)  
-
(88)  
Total  
(1,795)  
(405)  
(297)  
(88)  
(2,585)  
Total  
Adjustments to net income, Group share  
For the year ended December 31, 2012  
Upstream  
Refining & Marketing &  
Corporate  
(M)  
Chemicals  
Services  
Inventory valuation effect  
Effect of changes in fair value  
Restructuring charges  
Asset impairment charges  
Gains (losses) on disposals of assets  
Other items  
-
(7)  
-
(769)  
240  
(382)  
(116)  
-
(24)  
(192)  
-
(41)  
-
(53)  
(121)  
-
-
-
-
(157)  
(7)  
(77)  
(1,112)  
581  
(895)  
(30)  
341  
(361)  
(44)  
(108)  
Total  
(918)  
(376)  
(323)  
(50)  
(1,667)  
Adjustments to operating income  
For the year ended December 31, 2011  
Upstream  
Refining & Marketing &  
Corporate  
Total  
(M)  
Chemicals  
Services  
Inventory valuation effect  
Effect of changes in fair value  
Restructuring charges  
Asset impairment charges  
Other items  
-
45  
-
(75)  
-
928  
-
287  
-
-
-
-
-
1,215  
45  
-
-
-
-
-
(706)  
(75)  
(781)  
(92)  
(17)  
Total  
(30)  
147  
270  
-
387  
Adjustments to net income, Group share  
For the year ended December 31, 2011  
Upstream  
Refining & Marketing &  
Corporate  
Total  
(M)  
Chemicals  
Services  
Inventory valuation effect  
Effect of changes in fair value  
Restructuring charges  
Asset impairment charges  
Gains (losses) on disposals of assets  
Other items  
-
32  
-
(75)  
843  
(178)  
669  
-
(72)  
(476)  
415  
(113)  
165  
-
(50)  
(463)  
206  
(61)  
-
-
-
834  
32  
(122)  
(1,014)  
1,538  
(416)  
-
74  
(64)  
Total  
622  
423  
(203)  
10  
852  
Registration Document 2012. TOTAL  
213  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Adjustments to operating income  
For the year ended December 31, 2010  
Upstream  
Refining & Marketing &  
Corporate  
Total  
(M)  
Chemicals  
Services  
Inventory valuation effect  
Effect of changes in fair value  
Restructuring charges  
Asset impairment charges  
Other items  
-
-
765  
228  
-
-
-
-
-
993  
-
-
-
-
-
-
-
-
(203)  
-
(1,213)  
38  
(1,416)  
22  
(16)  
Total  
(203)  
(410)  
212  
-
(401)  
Adjustments to net income, Group share  
For the year ended December 31, 2010  
Upstream  
Refining & Marketing &  
Corporate  
Total  
(M)  
Chemicals  
Services  
Inventory valuation effect  
-
-
-
584  
-
164  
-
-
748  
-
(81)  
Effect of changes in fair value  
TOTAL’s equity share of adjustments related to Sanofi  
Restructuring charges  
Asset impairment charges  
Gains (losses) on disposals of assets  
Other items  
-
(81)  
-
-
-
-
-
(53)  
(841)  
19  
(53)  
(288)  
589  
(37)  
(95)  
136  
(7)  
-
(1,224)  
1,046  
(153)  
302  
-
(109)  
Total  
264  
(400)  
198  
221  
283  
E) Additional information on impairments  
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 13% in 2012.  
In the Upstream, Refining & Chemicals, Marketing & Services and  
Holdings segments, impairments of assets have been recognized  
for the year ended December 31, 2012, with an impact of  
1,474 million in operating income and 1,112 million in net  
The CGUs of the Upstream segment impacted by these  
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 4D above as  
adjustment items with the heading “Asset impairment charges”.  
impairments are hydrocarbon fields. For the year ended  
December 31, 2012 impairments of assets have been recognized  
with an impact of 1,200 million in operating income and  
769 million in net income, Group share. These impairments mainly  
concern shale gas assets in the Barnett basin of the United States  
due to the persistent weakness of gas prices in the American  
market (Henry Hub). A +10% variation in the price of hydrocarbons  
in identical operating conditions would have a positive impact in  
operating income of 360 million and 234 million in net income,  
Group share. A variation of -1% in the discount rate would have  
a positive impact in operating income of 156 million and  
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.  
The principles applied are the following:  
the recoverable amount of CGU’s 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”;  
101 million in net income, Group share. For these assets and  
certain assets where the value in use is close to the net book value,  
opposite variations in the above assumptions would have  
respective impacts in operating income of (1,733) million and  
(1,678) million, and of (1,262) million and (1,246) million in net  
income, Group share.  
the 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 additional impairments that could be recorded in the case of  
unfavourable evolutions of the price of hydrocarbons or discount  
rates concern mainly shale gas assets in the Barnett basin  
the 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 post-tax and include specific risks  
attached to CGU assets. They are discounted using a 8% 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 2010, 2011 and 2012.  
of the United States as well as certain oil assets in Canada, more  
specifically the CGU consisting of the Voyageur Upgrader and the  
Fort Hills and Joslyn mines. As part of agreements signed in March,  
2011 with Suncor, TOTAL increased its interest to 39.2% in the Fort  
Hills mine operated by Suncor, and sold a percentage of its interest  
in the Joslyn mine, retaining a 38.25% interest (TOTAL operator).  
TOTAL also acquired a 49% interest in the Voyageur Upgrader  
project, operated by Suncor, and intended to upgrade bitumen  
from the Fort Hills and Joslyn mines. In 2012 the estimates of  
project costs and the evolution of perspectives for oil markets in  
the value in use calculated by discounting the above post-tax  
cash flows using a 8% post-tax discount rate is not materially  
214  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
North America have challenged the economic expectations for  
these projects. As a consequence the partners, TOTAL and Suncor,  
launched a joint strategic review of the development plan for the  
Voyageur Upgrader (net book value of the Upgrader 1.7 billion at  
respect of the CGU SunPower (closure of sites) and holdings  
in equity consolidated associate companies.  
In respect of SunPower a 0.5% decrease of the unit sale prices  
would have a negative impact of 83 million in net income,  
Group share. An increase of 1% in the discount rate would have  
a negative impact of 77 million in net income, Group share.  
SunPower is a CGU acquired in 2011 for which specific  
assumptions were applied notably because of its equity financing  
and listing on the NASDAQ. Future cash flows for this CGU were  
therefore discounted using a post-tax discount rate of 14%,  
corresponding to the weighted average cost of capital for this CGU  
31 December, 2012, as compared to a CGU value of 4.3 billion).  
This detailed review includes optimization of the development plan,  
evacuation logistics studies and implications of possible evolutions  
of the project. This review will not be finalized before the first  
quarter of 2013. During this interim review period and until a  
decision on the future of this project can be taken, development  
spending on the project will be minimized. Decisions on the future  
development of this project will require agreement of both partners,  
TOTAL and Suncor.  
(17.5% pre- tax). The various scenarios of sensitivity would not lead  
to additional impairments on the other CGUs of this segment.  
The CGUs for the Refining & Chemicals segment are defined by  
the legal entities having the operating activities for the refining and  
petrochemical activities. The CGUs for the other activities of the  
sector are global divisions, each division grouping together a set  
of businesses or homogeneous products for strategic, commercial  
and industrial plans. For the year 2012 the Group recorded  
impairments of 206 million in operating profit and 192 million  
in net income, Group share, on European assets. In the context  
of persistent volatility of European refining margins the Group did  
not change impairments on CGUs for refining in France and the  
United Kingdom. The various scenarios of sensitivity (gross margin  
and discount rates) would not lead to additional impairments on  
CGUs of this segment.  
For the year 2012 the Group recorded impairments in the Holding  
segment for 30 million in net income, Group share further to the  
loss of value of certain listed securities.  
For the year ended December 31, 2011, impairments of assets  
have been recognized in the Upstream, Refining & Chemicals and  
Marketing & Services segments with an impact of 781 million in  
operating income and 1,014 million in net income, Group share.  
These impairments have been disclosed as adjustments to  
operating income and adjustments to net income, Group share.  
For the year ended December 31, 2010, impairments of assets  
have been recognized in the Upstream, Refining & Chemicals and  
Marketing & Services segments 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.  
The CGUs of Marketing & Services are subsidiaries or groups of  
subsidiaries organised by relevant geographical zone. For the year  
2
&
012 the Group recorded impairments on CGUs of the Marketing  
Services segment of 68 million in operating profit and 121  
million in net income, Group share. These impairments were in  
No reversal of impairment has been recognized for the years ended  
December 31, 2012, 2011 and 2010.  
5) Information by geographical area  
(M)  
France  
Rest  
North  
Africa  
Rest of  
Total  
of Europe  
America  
the world  
For the year ended December 31, 2012  
Non-Group sales  
Property, plant and equipment, intangible assets, net  
Capital expenditures  
45,981  
4,560  
1,589  
103,862  
17,697  
4,406  
17,648  
15,220  
3,148  
17,921  
24,999  
7,274  
14,649  
19,714  
6,526  
200,061  
82,190  
22,943  
For the year ended December 31, 2011  
Non-Group sales  
Property, plant and equipment, intangible assets, net  
Capital expenditures  
42,626  
5,637  
1,530  
81,453  
15,576  
3,802  
15,917  
14,518  
5,245  
15,077  
23,546  
5,264  
29,620  
17,593  
8,700  
184,693  
76,870  
24,541  
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  
Registration Document 2012. TOTAL  
215  
 
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
6) Operating expenses  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Purchases, net of inventory variation(a)  
Exploration costs  
(126,798)  
(1,446)  
(22,668)  
552  
(113,892)(b)  
(1,019)  
(19,843)  
615  
(93,171)  
(864)  
(19,135)  
387  
Other operating expenses(c)  
of which non-current operating liabilities (allowances) reversals  
of which current operating liabilities (allowances) reversals  
(51)  
(150)  
(101)  
Operating expenses  
(150,912)  
(134,754)  
(113,170)  
(
(
a) Includes taxes paid on oil and gas production in the Upstream segment, namely royalties.  
b) As of December 31, 2011, the Group valued under/over lifting at market value. The impact in operating expenses is 577 million and 103 million in net income, Group share  
as of December 31, 2011.  
(
c) 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”).  
Also includes an amount of 176 million for the exceptional contribution of 4% on the value of the oil stocks established by the second corrective finance act for 2012 in France.This  
exceptional contribution is due by every person, with the exception of the state, owning volumes of certain types of petroleum products situated in the territory of metropolitan France.  
7) Other income and other expense  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Gains (losses) on disposal of assets  
Foreign exchange gains  
Other  
1,321  
26  
115  
1,650  
118  
178  
1,117  
-
279  
Other income  
1,462  
1,946  
1,396  
Foreign exchange losses  
Amortization of other intangible assets (excl. mineral interests)  
Other  
-
(250)  
(665)  
-
(592)  
(655)  
-
(267)  
(633)  
Other expense  
(915)  
(1,247)  
(900)  
Other income  
Other expense  
In 2012, gains and losses on disposal of assets were mainly related  
to the sale of the interest in Sanofi and to the sale of assets in  
the Upstream segment (sales in Colombia (see Note 3 to the  
Consolidated Financial Statements), Great Britain and Nigeria).  
In 2012, the heading “Other” is mainly comprised of a provision for  
the amount of $398 million in relation to a transaction in progress  
with the United States Securities and Exchange Commission (SEC)  
and the Department of Justice (DoJ) in the United States (see Note  
3
2 to the Consolidated Financial Statements).  
In 2011, gains and losses on disposal of assets were mainly related  
to the sale of the interest in CEPSA, to the sale of assets in the  
Upstream segment (especially the sale of 10% Group’s interest  
in the Colombian pipeline OCENSA) and to the sale of photocure  
and coatings resins businesses (see Note 3 to the Consolidated  
Financial Statements).  
In 2011, the heading “Other” is mainly comprised of 243 million  
of restructuring charges in the Upstream, Refining & Chemicals  
and Marketing & Services segments.  
In 2010, the heading “Other” was mainly comprised of 248 million  
of restructuring charges in the Refining & Chemicals.  
In 2010, gains and losses on disposal of assets were 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 (see Note 3 to the Consolidated  
Financial Statements).  
216  
TOTAL. Registration Document 2012  
 
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
8) Other financial income and expense  
As of December 31,  
(M)  
2012  
2011  
2010  
Dividend income on non-consolidated subsidiaries  
Capitalized financial expenses  
Other  
223  
248  
87  
330  
171  
108  
255  
113  
74  
Other financial income  
558  
609  
442  
Accretion of asset retirement obligations  
Other  
(405)  
(94)  
(344)  
(85)  
(338)  
(69)  
Other financial expense  
(499)  
(429)  
(407)  
9) Income taxes  
As from 2011, TOTAL S.A. is taxed in accordance with the  
common French tax regime further to its exit from the consolidated  
income tax treatment. This exit had no significant impact, neither on  
the Group’s financial situation nor on the consolidated results.  
In addition, no deferred tax is recognized for the temporary  
differences between the carrying amounts and tax bases  
of investments in foreign subsidiaries which are considered  
to be permanent investments. Undistributed earnings from foreign  
subsidiaries considered to be reinvested indefinitely amounted  
to 27,007 million as of December 31, 2012. The determination  
of the tax effect relating to such reinvested income is not practicable.  
However, an additional tax to corporate income tax of 3%, due on  
dividends distributed by French companies or foreign organizations  
subject to corporate income tax in France, was established by the  
second corrective finance act for 2012. This new tax is liable on  
amounts distributed, the payment of which was due from  
No deferred tax is recognized on unremitted earnings (approximately  
28,212 million) of the Group’s French subsidiaries since the remittance  
of such earnings would be tax exempt for the subsidiaries in which  
the Company owns 95% or more of the outstanding shares.  
th  
August 17 , 2012, the effective date of the law.  
The impact of this additional tax for the Group is a charge of  
st  
120 million relating to distributions for the 1 , 2nd and the  
3rd quarters of 2012. This additional tax is not tax deductible.  
Income taxes are detailed as follows:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Current income taxes  
Deferred income taxes  
(12,430)  
(636)  
(12,495)  
(1,578)  
(9,934)  
(294)  
Total income taxes  
(13,066)  
(14,073)  
(10,228)  
Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows:  
As of December 31,  
(M)  
2012  
2011  
2010  
Net operating losses and tax carry forwards  
Employee benefits  
2,247  
483  
1,584  
621  
1,145  
535  
Other temporary non-deductible provisions  
3,816  
3,521  
2,757  
Gross deferred tax assets  
6,546  
5,726  
4,437  
Valuation allowance  
(719)  
(667)  
(576)  
Net deferred tax assets  
5,827  
5,059  
3,861  
Excess tax over book depreciation  
Other temporary tax deductions  
(14,083)  
(2,697)  
(12,831)  
(2,721)  
(10,966)  
(1,339)  
Gross deferred tax liability  
Net deferred tax liability  
(16,780)  
(10,953)  
(15,552)  
(10,493)  
(12,305)  
(8,444)  
Carried forward tax losses on net operating losses in the table above for 2,247 million as of December 31, 2012, only come from foreign  
subsidiaries, notably Belgium for 567 million and the United States for 467 million.  
Registration Document 2012. TOTAL  
217  
 
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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)  
2012  
2011  
2010  
Deferred tax assets, non-current  
Deferred tax assets, current (note 16)  
Deferred tax liabilities, non-current  
Deferred tax liabilities, current  
1,832  
1,767  
1,378  
151  
(9,947)  
(26)  
-
(12,785)  
-
-
(12,260)  
-
Net amount  
(10,953)  
(10,493)  
(8,444)  
The net deferred tax variation in the balance sheet is analyzed as follows:  
As of December 31,  
(M)  
2012  
2011  
2010  
Opening balance  
(10,493)  
(8,444)  
(7,639)  
Deferred tax on income  
(636)  
63  
74  
(1,578)  
(55)  
(17)  
(399)  
(294)  
28  
(59)  
(480)  
Deferred tax on shareholders’ equity(a)  
Changes in scope of consolidation(b)  
Currency translation adjustment  
39  
Closing balance  
(10,953)  
(10,493)  
(8,444)  
(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).  
(b) Changes in scope of consolidation include the impact of reclassifications in Assets classified as held for sale and Liabilities directly associated with the assets classified as held for sale  
for 81 million.  
Reconciliation between provision for income taxes and pre-tax income:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Consolidated net income  
Provision for income taxes  
10,841  
13,066  
12,581  
14,073  
10,807  
10,228  
Pre-tax income  
23,907  
36.10%  
(8,630)  
26,654  
36.10%  
(9,622)  
21,035  
34.43%  
(7,242)  
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  
(5,934)  
726  
811  
82  
(5,740)  
695  
889  
(19)  
(201)  
(71)  
(4,921)  
672  
1,375  
(45)  
2
(69)  
(52)  
-
(65)  
(4)  
(4)  
Net provision for income taxes  
(13,066)  
(14,073)  
(10,228)  
The French statutory tax rate includes the standard corporate tax rate (33.33%) and additional applicable taxes that bring the overall tax rate  
to 36.10% in 2012 (versus 36.10% in 2011 and 34.43% in 2010).  
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.  
218  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Net operating losses and carried forward tax credits  
Deferred tax assets related to carried forward tax credits on net operating losses expire in the following years:  
As of December 31,  
2012  
Tax  
2011  
Tax  
2010  
Tax  
(M)  
Basis  
Basis  
Basis  
2
2
2
2
2
2
2
011  
012  
013  
014  
015(a)  
016(b)  
017 and after  
-
-
-
-
-
242  
171  
104  
8
2,095  
-
2,119  
-
115  
81  
47  
2
688  
-
651  
225  
177  
146  
1,807  
190  
-
110  
80  
59  
602  
62  
-
316  
249  
167  
26  
3,187  
3,049  
150  
116  
75  
8
971  
927  
-
-
Unlimited  
774  
232  
Total  
6,994  
2,247  
4,739  
1,584  
3,319  
1,145  
(
(
a) Net operating losses and carried forward tax credits in 2015 and after for 2010.  
b) Net operating losses and carried forward tax credits in 2016 and after for 2011.  
10) Intangible assets  
As of December 31, 2012  
Cost  
Amortization  
Net  
(M)  
and impairment  
Goodwill  
1,852  
8,803  
6,416  
3,571  
(963)  
(3,291)  
(913)  
889  
5,512  
5,503  
954  
Proved mineral interests  
Unproved mineral interests  
Other intangible assets  
(2,617)  
Total intangible assets  
20,642  
(7,784)  
12,858  
As of December 31, 2011  
Cost  
Amortization  
Net  
(M)  
and impairment  
Goodwill  
1,903  
8,319  
5,400  
3,377  
(993)  
(2,626)  
(555)  
910  
5,693  
4,845  
965  
Proved mineral interests  
Unproved mineral interests  
Other intangible assets  
(2,412)  
Total intangible assets  
18,999  
(6,586)  
12,413  
As of December 31, 2010  
Cost  
Amortization  
Net  
(M)  
and impairment  
Goodwill  
1,498  
6,294  
3,805  
2,803  
(596)  
(2,369)  
(343)  
902  
3,925  
3,462  
628  
Proved mineral interests  
Unproved mineral interests  
Other intangible assets  
(2,175)  
Total intangible assets  
14,400  
(5,483)  
8,917  
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,  
2012  
12,413  
2,466  
(58)  
(1,439)  
(163)  
(361)  
12,858  
2
2
011  
010  
8,917  
7,514  
2,504  
2,466  
(428)  
(62)  
(991)  
(553)  
358  
491  
2,053  
(939)  
12,413  
8,917  
Registration Document 2012. TOTAL  
219  
 
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
In 2012, the heading “Other” mainly includes the reclassification  
of assets in accordance with IFRS 5 “Non-current assets held for  
sale and discontinued operations” for (333) million (see Note 34  
to the Consolidated Financial Statements).  
held for sale and discontinued operations” for 384 million,  
and 697 million related to the acquisition of SunPower.  
In 2010, the heading “Other” mainly included Chesapeake’s Barnett  
shale mineral interests reclassified into the acquisitions for  
(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, partially compensated by the acquisition  
of UTS for 646 million (see Note 3 to the Consolidated Financial  
Statements).  
In 2011, the heading “Other” mainly included Chesapeake’s Barnett  
shale mineral interests reclassified into the acquisitions for  
(649) million, the not yet paid part of the acquisition of  
Chesapeake’s mineral interests in Utica for 1,216 million,  
the reclassification of Joslyn’s mineral interests sold in 2011 and  
formerly classified in accordance with IFRS 5 “Non-current assets  
A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 2012 is as follows:  
(M)  
Net goodwill  
as of  
Increases  
Impairments  
Other  
Net goodwill  
as of  
January 1, 2012  
December 31, 2012  
Upstream  
66  
727  
92  
-
91  
-
-
(11)  
-
(64)  
(19)  
(18)  
-
2
788  
74  
Refining & Chemicals  
Marketing & Services  
Corporate  
25  
-
-
25  
Total  
910  
91  
(11)  
(101)  
889  
In 2012, the heading “Other” principally corresponds to the reclassification of assets in accordance with IFRS 5 “Non-current assets held for  
sale and discontinued operations”.  
11) Property, plant and equipment  
As of December 31, 2012  
Cost  
Depreciation  
Net  
(M)  
and impairment  
Upstream properties  
Proved properties  
Unproved properties  
Work in progress  
87,896  
229  
26,645  
(57,832)  
-
30,064  
229  
26,473  
(172)  
Subtotal  
114,770  
(58,004)  
56,766  
Other property, plant and equipment  
Land  
1,354  
25,501  
6,489  
1,732  
6,840  
(407)  
(19,458)  
(4,172)  
(277)  
947  
6,043  
2,317  
1,455  
1,804  
Machinery, plant and equipment (including transportation equipment)  
Buildings  
Work in progress  
Other  
(5,036)  
Subtotal  
41,916  
(29,350)  
(87,354)  
12,566  
69,332  
Total property, plant and equipment  
156,686  
220  
TOTAL. Registration Document 2012  
 
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
As of December 31, 2011  
Cost  
Depreciation  
Net  
(M)  
and impairment  
Upstream properties  
Proved properties  
Unproved properties  
Work in progress  
84,222  
209  
21,190  
(54,589)  
29,633  
209  
21,175  
-
(15)  
Subtotal  
105,621  
(54,604)  
51,017  
Other property, plant and equipment  
Land  
1,346  
25,838  
6,241  
1,534  
6,564  
(398)  
(18,349)  
(4,131)  
(306)  
948  
7,489  
2,110  
1,228  
1,665  
Machinery, plant and equipment (including transportation equipment)  
Buildings  
Work in progress  
Other  
(4,899)  
Subtotal  
41,523  
(28,083)  
(82,687)  
13,440  
64,457  
Total property, plant and equipment  
147,144  
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  
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,  
2012  
64,457  
17,439  
(633)  
(9,042)  
(409)  
(2,480)  
69,332  
2
2
011  
010  
54,964  
51,590  
15,443  
11,346  
(1,489)  
(1,269)  
(7,636)  
(8,564)  
1,692  
2,974  
1,483  
(1,113)  
64,457  
54,964  
Registration Document 2012. TOTAL  
221  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
In 2012, the heading “Disposals” mainly includes the impact  
of sales of assets in the Upstream segment in Great Britain,  
Norway and Nigeria.  
included 428 million related to the reclassification of tangible  
assets of Joslyn and resins businesses sold in 2011 and formerly  
classified in accordance with IFRS 5 “Non-current assets held for  
sale and discontinued operations”.  
In 2012, the heading “Depreciation and impairment” includes  
the impact of impairments of shale gas assets in the Barnett basin  
recognized for 1,134 million (see Note 4E to the Consolidated  
Financial Statements).  
In 2010, the heading “Disposals” mainly included 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).  
In 2012, the heading “Other” principally includes the reclassification  
of assets in accordance with IFRS 5 “Non-current assets held for  
sale and discontinued operations” for an amount of 2,992 million  
In 2010, the heading “Depreciation and impairment” included the  
impact of impairments of assets recognized for 1,416 million  
(see Note 4D to the Consolidated Financial Statements).  
(see Note 34 to the Consolidated Financial Statements).  
In 2011, the heading “Disposals” mainly included the impact of  
sales of assets in the Upstream segment (disposal of the interests  
in Gassled in Norway and in Joslyn’s field in Canada) and in  
the Marketing & Services segment (disposal of Marketing assets  
in the United Kingdom) (see Note 3 to the Consolidated Financial  
Statements).  
In 2010, the heading “Other” mainly corresponded 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 subject to a disposal project in accordance with IFRS 5  
In 2011, the heading “Depreciation and impairment” included  
the impact of impairments of assets recognized for 781 million  
Non-current assets held for sale and discontinued operations”,  
partially compensated by the acquisition of UTS for 217 million  
see Note 3 to the Consolidated Financial Statements).  
(see Note 4D to the Consolidated Financial Statements).  
(
In 2011, the heading “Other” corresponded to the increase of the  
asset for sites restitution for an amount of 653 million. It also  
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, 2012  
Cost  
Depreciation  
Net  
(M)  
and impairment  
Machinery, plant and equipment  
Buildings  
Other  
391  
54  
207  
(294)  
(26)  
(2)  
97  
28  
205  
Total  
652  
(322)  
330  
Net  
As of December 31, 2011  
Cost  
Depreciation  
(M)  
and impairment  
Machinery, plant and equipment  
Buildings  
Other  
414  
54  
-
(284)  
(25)  
-
130  
29  
-
Total  
468  
(309)  
159  
Net  
As of December 31, 2010  
Cost  
Depreciation  
(M)  
and impairment  
Machinery, plant and equipment  
Buildings  
Other  
480  
54  
-
(332)  
(24)  
-
148  
30  
-
Total  
534  
(356)  
178  
222  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
12) Equity affiliates: investments and loans  
Equity value  
As of December 31,  
2012  
2011  
2010  
2012  
2011  
2010  
(M)  
% owned  
Equity value  
NLNG  
15.00%  
30.32%  
-
15.00%  
30.32%  
-
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
28.03%  
24.50%  
16.70%  
39.62%  
25.00%  
-
714  
1,282  
-
957  
106  
112  
95  
219  
252  
268  
3,815  
549  
953  
1,233  
-
869  
97  
119  
208  
209  
169  
248  
3,368  
681  
1,108  
1,136  
340  
710  
85  
125  
172  
184  
25  
PetroCedeño - EM  
CEPSA (Upstream share)(b)  
Angola LNG Ltd.  
Qatargas  
FOSMAX  
Dolphin Energy Ltd (Del) Abu Dhabi  
Qatar Liquefied Gas Company Limited II (Train B)  
Yemen LNG Co  
Shtokman Development AG  
Novatek(c)  
13.60%  
10.00%  
27.54%  
24.50%  
16.70%  
39.62%  
25.00%  
15.34%  
-
13.60%  
10.00%  
27.60%  
24.50%  
16.70%  
39.62%  
25.00%  
14.09%  
-
214  
-
661  
Other  
-
Total associates  
8,369  
8,154  
4,760  
Yamal LNG(c)  
Ichthys LNG Ltd(c)  
Other  
20.02%  
24.00%  
-
20.01%  
24.00%  
-
-
-
-
702  
79  
44  
495  
82  
-
-
-
-
Total jointly-controlled entities  
Total Upstream  
825  
577  
-
9,194  
8,731  
4,760  
CEPSA (Refining & Chemicals share)(b)  
Qatar Petrochemical Company Ltd.  
Saudi Aramco Total Refining & Petrochemicals  
Qatofin Company Limited  
-
20.00%  
37.50%  
36.36%  
-
-
20.00%  
37.50%  
36.36%  
-
48.83%  
20.00%  
37.50%  
36.36%  
-
-
228  
177  
285  
131  
-
240  
121  
136  
118  
1,487  
221  
51  
27  
124  
Other  
Total associates  
821  
758  
615  
706  
1,910  
645  
Samsung Total Petrochemicals  
Total jointly-controlled entities  
Total Refining & Chemicals  
50.00%  
50.00%  
50.00%  
758  
706  
645  
1,579  
1,321  
2,555  
CEPSA (Marketing & Services share)(b)  
AMYRIS  
Other  
-
18.50%  
-
-
21.37%  
-
48.83%  
22.03%  
-
-
31  
158  
-
79  
197  
1,075  
101  
139  
Total associates  
189  
276  
1,315  
SARA  
TotalErg  
Other  
50.00%  
49.00%  
-
50.00%  
49.00%  
-
50.00%  
49.00%  
-
122  
264  
51  
125  
296  
-
134  
289  
80  
Total jointly-controlled entities  
Total Marketing & Services  
Sanofi(a)  
437  
421  
503  
626  
697  
1,818  
-
-
-
-
-
-
Total associates  
-
-
-
-
-
-
Total jointly-controlled entities  
Total Corporate  
-
-
-
Total investments  
11,399  
2,360  
13,759  
10,749  
2,246  
12,995  
9,133  
2,383  
11,516  
Loans  
Total investments and loans  
st  
(
(
(
a) End of the accounting for by the equity method of Sanofi as of July 1 , 2010 (see Note 3 to the Consolidated Financial Statements).  
b) Sale of CEPSA on July 29 , 2011.  
c) Investment accounted for by the equity method as from 2011.  
th  
Registration Document 2012. TOTAL  
223  
 
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Equity in income (loss)  
As of December 31,  
2012 2011  
For the year ended December 31,  
(M)  
2010  
2012  
2011  
2010  
%
owned  
Equity in income (loss)  
NLNG  
15.00%  
30.32%  
-
15.00%  
30.32%  
-
15.00%  
30.32%  
48.83%  
13.60%  
10.00%  
28.03%  
24.50%  
16.70%  
39.62%  
25.00%  
-
434  
123  
-
14  
233  
11  
125  
483  
84  
(7)  
34  
374  
55  
15  
6
196  
13  
131  
446  
130  
1
24  
320  
207  
195  
57  
8
136  
-
121  
288  
37  
(5)  
PetroCedeño - EM  
CEPSA (Upstream share)(b)  
Angola LNG Ltd.  
Qatargas  
FOSMAX  
Dolphin Energy Ltd (Del) Abu Dhabi  
Qatar Liquefied Gas Company Limited II (Train B)  
Yemen LNG Co  
Shtokman Development AG  
Novatek(c)  
13.60%  
10.00%  
27.54%  
24.50%  
16.70%  
39.62%  
25.00%  
15.34%  
-
13.60%  
10.00%  
27.60%  
24.50%  
16.70%  
39.62%  
25.00%  
14.09%  
-
-
Other  
-
331  
157  
Total associates  
1,865  
1,711  
1,201  
Yamal LNG(c)  
Ichthys LNG Ltd(c)  
Other  
20.02%  
24.00%  
-
20.01%  
24.00%  
-
-
-
-
(11)  
(2)  
4
-
(7)  
-
-
-
-
Total jointly-controlled entities  
Total Upstream  
(9)  
(7)  
-
1,856  
1,704  
1,201  
CEPSA (Refining & Chemicals share)(b)  
Qatar Petrochemical Company Ltd.  
Saudi Aramco Total Refining & Petrochemicals  
Qatofin Company Limited  
-
20.00%  
37.50%  
36.36%  
-
-
20.00%  
37.50%  
36.36%  
-
48.83%  
20.00%  
37.50%  
36.36%  
-
-
82  
(29)  
152  
(30)  
32  
89  
(30)  
98  
164  
84  
(20)  
36  
Other  
(8)  
57  
Total associates  
175  
68  
181  
114  
114  
295  
321  
104  
104  
425  
Samsung Total Petrochemicals  
Total jointly-controlled entities  
Total Refining & Chemicals  
50.00%  
50.00%  
50.00%  
68  
243  
CEPSA (Marketing & Services share)(b)  
-
18.50%  
-
-
21.37%  
-
48.83%  
22.03%  
-
-
(64)  
(14)  
13  
(23)  
(27)  
86  
(3)  
7
AMYRIS(a)  
Other  
Total associates  
(78)  
(37)  
90  
SARA  
TotalErg  
Other  
50.00%  
49.00%  
-
50.00%  
49.00%  
-
50.00%  
49.00%  
-
14  
(32)  
7
11  
7
(55)  
31  
(11)  
8
Total jointly-controlled entities  
Total Marketing & Services  
Sanofi(a)  
(11)  
(37)  
28  
118  
209  
209  
-
(89)  
(74)  
-
-
-
-
-
Total associates  
-
-
Total jointly-controlled entities  
Total Corporate  
-
-
-
-
209  
1,953  
Total investments  
2,010  
1,925  
st  
(
(
(
a) End of the accounting for by the equity method of Sanofi as of July 1 , 2010 (see Note 3 to the Consolidated Financial Statements).  
b) Sale of CEPSA on July 29 , 2011.  
c) Investment accounted for by the equity method as from 2011.  
th  
The market value of the Group’s share in Novatek amounts to 3,996 million as of December 31, 2012 for an equity value of 3,815 million.  
224  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
The equity value of the Group’s share in Shtokman Development  
AG amounts to 268 million as of December 31, 2012.  
The studies performed on the Shtokman project demonstrated  
that initially selected technical solutions had too high capital and  
operating costs to provide an acceptable return on investment,  
and led the partners at the first quarter 2012 to redefine the  
development plan for LNG production only.  
In 2007, TOTAL and Gazprom signed an agreement for the first  
phase of development of the Shtokman gas and condensates  
offshore field located in the Barents Sea. A joint venture, Shtokman  
Development AG (“SDAG”) (TOTAL, 25%) was created in 2008  
to design, build, finance and operate this first phase based  
Within this framework, TOTAL and Gazprom, are pursuing  
discussions so as to conclude a new agreement reflecting the  
revised development scheme and replacing the previous agreement  
3
on an initial development plan intended to produce 23.7 Bm /y  
st  
(0.4 Mboe/d) of gaz, with half of the gas being piped to Europe  
of 2007 expired since July 1 , 2012. In parallel, TOTAL and  
and the other half being exported as LNG.  
Gazprom are pursuing dialogue on technical studies to achieve  
an economically viable project.  
In Group share, the main financial items of the equity affiliates are as follows:  
As of December 31,  
2012  
2011  
2010  
(M)  
Associates  
Jointly-  
controlled  
entities  
Associates  
Jointly-  
controlled  
entities  
Associates  
Jointly-  
controlled  
entities  
Assets  
Shareholders’ equity  
Liabilities  
18,937  
9,379  
9,558  
4,673  
2,020  
2,653  
18,088  
9,045  
9,043  
3,679  
1,704  
1,975  
19,192  
7,985  
11,207  
2,770  
1,148  
1,622  
For the year ended December 31,  
2012  
2011  
2010  
(M)  
Associates  
Jointly-  
controlled  
entities  
Associates  
Jointly-  
controlled  
entities  
Associates  
Jointly-  
controlled  
entities  
Revenues from sales  
Pre-tax income  
Income tax  
9,068  
2,565  
(603)  
6,436  
54  
9,948  
2,449  
(594)  
5,631  
119  
(49)  
16,529  
2,389  
(568)  
2,575  
166  
(34)  
(6)  
Net income  
1,962  
48  
1,855  
70  
1,821  
132  
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, 2012  
Carrying  
amount  
Unrealized gain  
(loss)  
Balance  
sheet value  
(M)  
Areva(b)  
CME Group  
37  
1
10  
7
47  
8
Olympia Energy Fund - energy investment fund  
Gevo  
38  
3
(6)  
-
32  
3
Other publicly traded equity securities  
1
-
1
Total publicly traded equity securities(c)  
80  
11  
91  
BBPP  
61  
83  
119  
836  
-
-
-
-
61  
83  
119  
836  
Ocensa(d)  
BTC Limited  
Other equity securities  
Total other equity securities(c)  
Other investments  
1,099  
1,179  
-
1,099  
1,190  
11  
Registration Document 2012. TOTAL  
225  
 
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2011  
Carrying  
amount  
Unrealized gain  
(loss)  
Balance  
sheet value  
(M)  
Sanofi(a)  
2,100  
69  
-
351  
1
2,451  
70  
-
Areva(b)  
Arkema  
-
Chicago Mercantile Exchange Group  
Olympia Energy Fund - energy investment fund  
Gevo  
1
6
7
38  
15  
3
(5)  
(3)  
(1)  
33  
12  
2
Other publicly traded equity securities  
Total publicly traded equity securities(c)  
2,226  
349  
2,575  
BBPP  
62  
85  
132  
820  
-
-
-
-
62  
85  
132  
820  
Ocensa(d)  
BTC Limited  
Other equity securities  
Total other equity securities(c)  
Other investments  
1,099  
3,325  
-
1,099  
3,674  
349  
As of December 31, 2010  
Carrying  
amount  
Unrealized gain  
(loss)  
Balance  
sheet value  
(M)  
Sanofi(a)  
3,510  
(56)  
63  
-
3,454  
132  
-
Areva(b)  
69  
-
Arkema  
Chicago Mercantile Exchange Group  
Olympia Energy Fund - energy investment fund  
Other publicly traded equity securities  
1
37  
2
9
(3)  
(1)  
10  
34  
1
Total publicly traded equity securities(c)  
3,619  
12  
3,631  
BBPP  
BTC Limited  
Other equity securities  
60  
141  
758  
-
-
-
60  
141  
758  
Total other equity securities(c)  
Other investments  
959  
-
959  
4,578  
12  
4,590  
st  
(
(
(
(
a) End of the accounting for by the equity method of Sanofi as of July 1 , 2010 (see Note 3 to the Consolidated Financial Statements).  
b) Unrealized gain based on the investment certificate.  
c) Including cumulative impairments of 669 million in 2012, 604 million in 2011 and 597 million in 2010.  
d) End of the accounting for by the equity method of Ocensa in July 2011 (see Note 3 to the Consolidated Financial Statements).  
14) Other non-current assets  
As of December 31, 2012  
(M)  
Gross value  
Valuation allowance  
Net value  
Loans and advances(a)  
Other  
2,593  
1,508  
(386)  
-
2,207  
1,508  
Total  
4,101  
(386)  
3,715  
As of December 31, 2011  
(M)  
Gross value  
Valuation allowance  
Net value  
Loans and advances(a)  
Other  
2,454  
1,049  
(399)  
-
2,055  
1,049  
Total  
3,503  
(399)  
3,104  
226  
TOTAL. Registration Document 2012  
 
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
As of December 31, 2010  
(M)  
Gross value  
Valuation allowance  
Net value  
Loans and advances(a)  
Other  
2,060  
681  
(464)  
-
1,596  
681  
Total  
2,741  
(464)  
2,277  
(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)  
2012  
(399)  
(16)  
18  
11  
(386)  
2
2
011  
010  
(464)  
(587)  
(25)  
(33)  
122  
220  
(32)  
(64)  
(399)  
(464)  
15) Inventories  
As of December 31, 2012  
(M)  
Gross value  
Valuation allowance  
Net value  
Crude oil and natural gas  
Refined products  
Chemicals products  
Trading inventories  
Other inventories  
3,044  
7,169  
1,440  
3,782  
2,620  
(17)  
(86)  
(94)  
-
3,027  
7,083  
1,346  
3,782  
2,159  
(461)  
Total  
18,055  
(658)  
17,397  
As of December 31, 2011  
(M)  
Gross value  
Valuation allowance  
Net value  
Crude oil and natural gas  
Refined products  
Chemicals products  
Trading inventories  
Other inventories  
3,791  
7,483  
1,489  
3,233  
2,695  
(24)  
(36)  
(103)  
-
3,767  
7,447  
1,386  
3,233  
2,289  
(406)  
Total  
18,691  
(569)  
18,122  
As of December 31, 2010  
(M)  
Gross value  
Valuation allowance  
Net value  
Crude oil and natural gas  
Refined products  
Chemicals products  
Trading inventories  
Other inventories  
3,402  
5,897  
1,350  
3,504  
1,892  
-
(28)  
(99)  
-
3,402  
5,869  
1,251  
3,504  
1,574  
(318)  
Total  
16,045  
(445)  
15,600  
Changes in the valuation allowance on inventories are as follows:  
For the year  
ended December 31,  
Valuation  
allowance  
as of January 1,  
Increase  
(net)  
Currency  
translation adjustment  
and other variations  
Valuation  
allowance  
as of December 31,  
(M)  
2012  
(569)  
(96)  
7
(658)  
2
2
011  
010  
(445)  
(417)  
(83)  
(39)  
(41)  
11  
(569)  
(445)  
Registration Document 2012. TOTAL  
227  
 
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
16) Accounts receivable and other current assets  
As of December 31, 2012  
(
M)  
Gross value  
19,678  
Valuation allowance  
(472)  
Net value  
19,206  
Accounts receivable  
Recoverable taxes  
2,796  
6,416  
-
1,085  
47  
-
2,796  
6,158  
-
1,085  
47  
Other operating receivables  
Deferred income tax  
Prepaid expenses  
(258)  
-
-
-
Other current assets  
Other current assets  
10,344  
(258)  
10,086  
As of December 31, 2011  
(
M)  
Gross value  
20,532  
Valuation allowance  
(483)  
Net value  
20,049  
Accounts receivable  
Recoverable taxes  
2,398  
7,750  
-
840  
62  
-
2,398  
7,467  
-
840  
62  
Other operating receivables  
Deferred income tax  
Prepaid expenses  
(283)  
-
-
-
Other current assets  
Other current assets  
11,050  
(283)  
10,767  
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  
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  
012  
2
(483)  
(56)  
67  
(472)  
2
2
011  
010  
(476)  
(468)  
4
(31)  
(11)  
23  
(483)  
(476)  
Other current assets  
012  
2
(283)  
26  
(1)  
(258)  
2
2
011  
010  
(136)  
(69)  
(132)  
(66)  
(15)  
(1)  
(283)  
(136)  
As of December 31, 2012, the net portion of the overdue  
receivables included in “Accounts receivable” and “Other current  
assets” was 3,442 million, of which 2,025 million was due  
in less than 90 days, 679 million was due between 90 days  
and 6 months, 260 million was due between 6 and 12 months  
and 478 million was due after 12 months.  
in less than 90 days, 365 million was due between 90 days  
and 6 months, 746 million was due between 6 and 12 months  
and 588 million was due after 12 months.  
As of December 31, 2010, the net portion of the overdue  
receivables included in “Accounts receivable” and “Other current  
assets” was 3,141 million, of which 1,885 million was due  
in less than 90 days, 292 million was due between 90 days  
and 6 months, 299 million was due between 6 and 12 months  
and 665 million was due after 12 months.  
As of December 31, 2011, the net portion of the overdue  
receivables included in “Accounts receivable” and “Other current  
assets” was 3,556 million, of which 1,857 million was due  
228  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
17) Shareholders’ equity  
Number of TOTAL shares  
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, 2012 are the only category of shares. Shares  
may be held in either bearer or registered form.  
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.  
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.  
The authorized share capital amounts to 3,421,533,930 shares as  
of December 31, 2012 compared to 3,446,401,650 shares as of  
December 31, 2011 and 3,439,391,697 as of December 31, 2010.  
Pursuant to the Company’s bylaws (Statutes), no shareholder may  
cast a vote at a shareholders’ meeting, either by himself or through  
Variation of the share capital  
As of January 1, 2010  
2,348,422,884  
Shares issued in connection with: Exercise of TOTAL share subscription options  
1,218,047  
As of January 1, 2011  
2,349,640,931  
Shares issued in connection with: Capital increase reserved for employees  
Exercise of TOTAL share subscription options  
8,902,717  
5,223,665  
As of December 31, 2011  
2,363,767,313  
Shares issued in connection with: Capital increase as part of a global free share plan intended for the Group Employees  
Exercise of TOTAL share subscription options  
1,366,950  
798,883  
As of December 31, 2012(a)  
2,365,933,146  
(a) Including 108,391,639 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:  
2012  
2011  
2010  
Number of shares as of January 1,  
2,363,767,313  
2,349,640,931  
2,348,422,884  
Number of shares issued during the year (pro rated)  
Exercise of TOTAL share subscription options  
Exercise of TOTAL share purchase options  
TOTAL performance shares  
663,429  
3,412,123  
-
978,503  
506  
412,114  
984,800  
416,420  
15  
-
991,126  
683,868  
-
Global free TOTAL share plan(a)  
Capital increase reserved for employees  
TOTAL shares held by TOTAL S.A. or by its subsidiaries  
and deducted from shareholders’ equity  
5,935,145  
-
(110,304,173)  
(112,487,679)  
(115,407,190)  
Weighted-average number of shares  
2,255,801,563  
2,247,479,529  
2,234,829,043  
Dilutive effect  
TOTAL share subscription and purchase options  
TOTAL performance shares  
247,527  
7,748,805  
1,703,554  
1,134,296  
470,095  
6,174,808  
2,523,233  
303,738  
1,758,006  
6,031,963  
1,504,071  
371,493  
Global free TOTAL share plan(a)  
Capital increase reserved for employees  
Weighted-average number of diluted shares  
2,266,635,745  
2,256,951,403  
2,244,494,576  
(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.  
Registration Document 2012. TOTAL  
229  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Capital increase reserved for Group employees  
Treasury shares  
TOTAL shares held by TOTAL S.A.)  
(
The Combined General Meeting of May 11, 2012, in its seventeenth  
resolution, delegated to the Board of Directors the authority to  
carry out in one or more occasions within a maximum period  
of twenty-six months, a capital increase reserved for employees  
belonging to an employee savings plan.  
As of December 31, 2012, TOTAL S.A. holds 8,060,371 of its own  
shares, representing 0.34% of its share capital, detailed as follows:  
7,994,470 shares allocated to TOTAL share grant plans  
for Group employees; and  
The Combined General Meeting of May 11, 2012, in its eighteenth  
resolution, also delegated to the Board of Directors the powers  
necessary to accomplish in one or more occasions within a maximum  
period of eighteen months, a capital increase with the objective  
of providing employees with their registered office located outside  
France with benefits comparable to those granted to the employees  
included in the seventeenth resolution of the Combined General  
Meeting of May 11, 2012.  
65,901 shares intended to be allocated to new TOTAL share  
purchase option plans or to new share grant plans.  
These shares are deducted from the consolidated shareholders’ equity.  
As of December 31, 2011, TOTAL S.A. held 9,222,905 of its own  
shares, representing 0.39% of its share capital, detailed as follows:  
– 6,712,528 shares allocated to TOTAL share grant plans  
for Group employees;  
Pursuant to these delegations, the Board of Directors, during its  
September 18, 2012, meeting, decided to proceed with a capital  
increase reserved for employees that included a classic offering and  
a leverage offering depending on the employees’ choice, within the  
limit of 18 million shares with dividend rights as of January 1, 2012,  
and delegated to the Chairman and Chief Executive Officer all  
powers to determine the opening and closing of the subscription  
period and the subscription price. This capital increase, opened in  
– 2,510,377 shares intended to be allocated to new TOTAL share  
purchase option plans or to new share grant plans.  
These shares were deducted from the consolidated shareholders’ equity.  
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 allocated to TOTAL share grant plans  
for Group employees;  
2013, should be completed before the General Meeting of 2013.  
The prior capital increase reserved for employees of the Group was  
decided by the Board of Directors on October 28, 2010, under  
the terms of the authorization of the Combined General Meeting of  
May 21, 2010, and resulted in the subscription of 8,902,717 shares  
with a par value of 2.5 at a unit price of 34.80. The issuance  
of the shares was acknowledged on April 28, 2011.  
6,143,951 shares intended to be allocated to new TOTAL share  
purchase option plans or to new share grant plans.  
These shares were deducted from the consolidated shareholders’ equity.  
TOTAL shares held by Group subsidiaries  
As of December 31, 2012, 2011 and 2010, TOTAL S.A. held  
indirectly through its subsidiaries 100,331,268 of its own shares,  
representing 4.24% of its share capital as of December 31, 2012,  
4.24% of its share capital as of December 31, 2011 and 4.27% of  
its share capital as of December 31, 2010 detailed as follows:  
Capital increase as part of a global free share plan  
intended for Group employees  
The Shareholders’ Meeting held on May 16, 2008, in its seventeenth  
resolution, delegated to the Board of Directors the authority to grant,  
in one or more occasions within a maximum period of thirty-eight  
months, restricted shares to employees and executive officers  
of the Company or companies outside France affiliated with the  
Company, within a limit of 0.8% of the outstanding share capital  
of the Company as of the date of the decision of the Board  
of Directors to grant such shares.  
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), 100% indirectly  
controlled by TOTAL S.A.  
Pursuant to this delegation, the Board of Directors, during its May  
These shares are deducted from the consolidated shareholders’ equity.  
21, 2010 meeting, determined the terms of a global free share plan  
intended for Group employees and granted the Chairman and  
Chief Executive Officer all powers necessary to implement this plan.  
Dividend  
TOTAL S.A. paid on March 22, 2012, the third quarterly interim  
dividend of 0.57 per share for the fiscal year 2011 (the ex-dividend  
date was March 19, 2012). TOTAL S.A. also paid on June 21,  
2012, the balance of the dividend of 0.57 per share for the 2011  
fiscal year (the ex-dividend date was June 18, 2012).  
As a result, on July 2, 2012, the Chairman and Chief Executive  
Officer of the Group acknowledged the issuance and the final  
allocation of 1,366,950 ordinary shares with a nominal value  
of 2.50 to beneficiaries designated by the terms defined by  
the Board of Directors meeting held on May 21, 2010.  
In addition, TOTAL S.A. paid two quarterly interim dividends  
for the fiscal year 2012:  
On December 31, 2012, 974,900 additional shares may be  
issued as part of this plan.  
The first quarterly interim dividend of 0.57 per share for the  
fiscal year 2012, decided by the Board of Directors on April 26,  
Share cancellation  
2012, was paid on September 27, 2012 (the ex-dividend date  
The Group did not proceed with a reduction of capital by  
cancellation of shares held by the Company during the fiscal  
years 2010, 2011 and 2012.  
was September 24, 2012); and  
230  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
The second quarterly interim dividend of 0.59 per share for the  
fiscal year 2012, decided by the Board of Directors on July 26,  
As of December 31, 2012, paid-in surplus amounted to 27,684 million  
(27,655 million as of December 31, 2011 and 27,208 million  
as of December 31, 2010).  
2012, was paid on December 20, 2012 (the ex-dividend date  
was December 17, 2012).  
Reserves  
The Board of Directors, during its October 30, 2012 meeting,  
decided to set the third quarterly interim dividend for the fiscal year  
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.  
2
012 at 0.59 per share. This interim dividend will be paid on  
March 21, 2013 (the ex-dividend date will be March 18, 2013).  
A resolution will be submitted at the shareholders’ meeting on May 17,  
2
013 to pay a dividend of 2.34 per share for the 2012 fiscal year,  
If wholly distributed, the unrestricted reserves of the parent company  
would be taxed for an approximate amount of 539 million as  
of December 31, 2012 (539 million as of December 31, 2011  
and 514 million as of December 31, 2010) with regards to additional  
corporation tax to be applied on regulatory reserves so that they  
become distributable.  
i.e. a balance of 0.59 per share to be distributed after deducting  
the quarterly interim dividend of 0.57 and the two quarterly interim  
dividends of 0.59 per share that will have already been paid.  
Paid-in surplus  
In accordance with French law, the paid-in surplus corresponds to  
premiums related to shares, contributions or mergers 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  
except in cases of a refund of shareholder contributions.  
Futhermore, the additional tax to corporate income tax of 3%,  
due on dividends distributed by French companies or foreign  
organizations subject to corporate income in France, established by  
the second corrective finance act for 2012 would be payable  
for an amount of 375 million.  
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)  
2012  
2011  
2010  
Currency translation adjustment  
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
(701)  
(338)  
65  
1,498  
337  
2,231  
(100)  
(80)  
(712)  
(11)  
1,435  
(63)  
2,234  
3
Available for sale financial assets  
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
63  
401  
382  
45  
(50)  
50  
Cash flow hedge  
(84)  
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
152  
87  
(131)  
(47)  
(195)  
(115)  
Share of other comprehensive income  
of equity affiliates, net amount  
160  
(13)  
(15)  
(2)  
302  
(7)  
Other  
Unrealized gain/(loss) of the period  
Less gain/(loss) included in net income  
(13)  
-
(2)  
-
(7)  
-
Tax effect  
63  
(55)  
28  
Total other comprehensive income, net amount  
(764)  
1,679  
2,374  
Registration Document 2012. TOTAL  
231  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Tax effects relating to each component of other comprehensive income are as follows:  
For the year ended December 31,  
2012  
2011  
2010  
(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  
(701)  
(338)  
65  
-
89  
(26)  
(701)  
(249)  
39  
1,498  
337  
(84)  
-
(93)  
38  
1,498  
244  
(46)  
2,231  
(100)  
(80)  
-
2
26  
2,231  
(98)  
(54)  
Share of other comprehensive  
income of equity affiliates, net amount  
Other  
160  
(13)  
-
-
160  
(13)  
(15)  
(2)  
-
-
(15)  
(2)  
302  
(7)  
-
-
302  
(7)  
Total other comprehensive  
income  
(827)  
63  
(764)  
1,734  
(55)  
1,679  
2,346  
28  
2,374  
18) Employee benefits obligations  
Liabilities for employee benefits obligations consist of the following:  
As of December 31,  
(M)  
2012  
2011  
2010  
Pension benefits liabilities  
Other benefits liabilities  
1,077  
627  
1,268  
620  
1,268  
605  
Restructuring reserves (early retirement plans)  
269  
344  
298  
Total  
1,973  
2,232  
2,171  
Net liabilities relating to assets held for sale  
4
-
-
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.  
232  
TOTAL. Registration Document 2012  
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)  
2012  
2011  
2010  
2012  
2011  
2010  
Change in benefit obligation  
Benefit obligation at beginning of year  
Service cost  
Interest cost  
Curtailments  
9,322  
180  
429  
(1)  
8,740  
163  
420  
(24)  
(111)  
-
9
(451)  
33  
8,169  
159  
441  
(4)  
(60)  
-
11  
(471)  
28  
628  
14  
29  
-
623  
13  
28  
(1)  
-
547  
11  
29  
(3)  
-
1
-
(33)  
1
57  
13  
Settlements  
-
-
9
-
-
-
Special termination benefits  
Plan participants’ contributions  
Benefits paid  
Plan amendments  
Actuarial losses (gains)  
Foreign currency translation and other  
-
-
(549)  
205  
1,217  
81  
(37)  
8
58  
1
(34)  
4
(9)  
4
435  
108  
330  
137  
Benefit obligation at year-end  
10,893  
9,322  
8,740  
701  
628  
623  
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  
(7,028)  
(378)  
(327)  
-
(6,809)  
(385)  
155  
80  
(6,286)  
(396)  
(163)  
56  
(11)  
(269)  
394  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(9)  
(9)  
(787)  
452  
(71)  
(347)  
386  
(99)  
Benefits paid  
Foreign currency translation and other  
(134)  
Fair value of plan assets at year-end  
Unfunded status  
(8,148)  
2,745  
(7,028)  
2,294  
(6,809)  
1,931  
-
-
-
701  
628  
623  
Unrecognized prior service cost  
Unrecognized actuarial (losses) gains  
Asset ceiling  
(249)  
(2,510)  
10  
(78)  
(1,713)  
10  
(105)  
(1,170)  
9
3
(75)  
-
9
(17)  
-
10  
(28)  
-
Net recognized amount  
(4)  
513  
665  
629  
620  
605  
Pension benefits and other benefits liabilities  
Other non-current assets  
Net benefit liabilities relating to assets held for sale  
1,077  
(1,083)  
2
1,268  
(755)  
-
1,268  
(603)  
-
627  
-
2
620  
605  
-
-
-
-
As of December 31, 2012, the fair value of pension benefits and other pension benefits which are entirely or partially funded amounts to  
9,918 million and the present value of the unfunded benefits amounts to 1,677 million (against 8,277 million and 1,673 million  
respectively as of December 31, 2011 and 7,727 million and 1,636 million respectively as of December 31, 2010).  
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)  
2012  
2011  
2010  
2009  
2008  
Experience actuarial (gains) losses related  
to the defined benefit obligation  
Experience actuarial (gains) losses related  
to the fair value of plan assets  
147  
(58)  
155  
(54)  
(108)  
(317)  
12  
(327)  
(163)  
1,099  
Registration Document 2012. TOTAL  
233  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31,  
(M)  
2012  
2011  
2010  
2009  
2008  
Pension benefits  
Benefit obligation  
Fair value of plan assets  
10,893  
(8,148)  
9,322  
(7,028)  
8,740  
(6,809)  
8,169  
(6,286)  
7,405  
(5,764)  
Unfunded status  
2,745  
2,294  
1,931  
1,883  
1,641  
Other benefits  
Benefits obligation  
Fair value of plan assets  
701  
-
628  
-
623  
-
547  
-
544  
-
Unfunded status  
701  
628  
623  
547  
544  
The Group expects to contribute 158 million to its pension plans in 2013.  
Estimated future payments (M)  
Pension benefits  
Other benefits  
2
2
2
2
2
2
013  
014  
015  
016  
017  
018-2022  
503  
538  
544  
546  
583  
37  
36  
37  
36  
37  
2,945  
191  
Asset allocation  
Pension benefits  
As of December 31,  
2012  
2011  
2010  
Equity securities  
Debt securities  
Monetary  
29%  
64%  
3%  
29%  
64%  
4%  
34%  
60%  
3%  
Real estate  
4%  
3%  
3%  
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 is determined by reference to the high quality rates for AA-rated prime corporate bonds for a duration equivalent  
to that of the obligations. It derives from a benchmark per country of different market data at the closing date.  
Assumptions used to  
determine benefits obligations  
Pension benefits  
Other benefits  
As of December 31,  
2012  
2011  
2010  
2012  
2011  
2010  
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  
3.79%  
3.20%  
4.00%  
4.25%  
4.60%  
4.61%  
4.21%  
5.00%  
4.75%  
4.69%  
5.01%  
4.58%  
5.49%  
5.50%  
4.55%  
3.82%  
3.19%  
4.00%  
4.70%  
4.25%  
4.97%  
5.00%  
4.55%  
5.42%  
-
-
-
-
-
-
initial rate  
ultimate rate  
-
-
-
-
-
-
4.54%  
3.74%  
4.82%  
3.77%  
4.82%  
3.75%  
Assumptions used to determine  
the net periodic benefit cost (income)  
Pension benefits  
Other benefits  
For the year endend December 31,  
2012  
2011  
2010  
2012  
2011  
2010  
Discount rate (weighted average for all regions)  
Of which Euro zone  
4.61%  
4.21%  
5.00%  
4.75%  
4.69%  
5.35%  
5.01%  
4.58%  
5.49%  
5.50%  
4.55%  
5.90%  
5.41%  
5.12%  
6.00%  
5.50%  
4.50%  
6.39%  
4.70%  
4.25%  
4.97%  
5.00%  
4.55%  
5.42%  
5.60%  
5.18%  
5.99%  
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  
-
-
-
-
-
-
4.82%  
3.77%  
4.82%  
3.75%  
4.91%  
3.79%  
234  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
A 0.5% increase or decrease in discount rates – all other things being equal - would have the following approximate impact on the benefit  
obligation:  
(M)  
0.5% increase  
0.5% decrease  
Benefit obligation as of December 31, 2012  
013 net periodic benefit cost (income)  
(683)  
(26)  
765  
25  
2
The components of the net periodic benefit cost (income) in 2012, 2011 and 2010 are:  
For the year ended December 31, Pension benefits  
Other benefits  
(M)  
2012  
2011  
2010  
2012  
2011  
2010  
Service cost  
Interest cost  
Expected return on plan assets  
Amortization of prior service cost  
Amortization of actuarial losses (gains)  
Asset ceiling  
180  
429  
(378)  
31  
101  
-
163  
420  
(385)  
58  
46  
2
159  
441  
(396)  
74  
66  
(3)  
14  
29  
-
2
1
-
13  
28  
-
2
-
11  
29  
-
(5)  
(4)  
-
-
Curtailments  
Settlements  
(1)  
-
(22)  
(9)  
(3)  
7
-
-
(1)  
-
(3)  
-
Special termination benefits  
-
-
-
-
-
1
Net periodic benefit cost (income)  
362  
273  
345  
46  
42  
29  
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, 2012  
012 net periodic benefit cost (income)  
100  
5
(77)  
(5)  
2
19) Provisions and other non-current liabilities  
As of December 31,  
(M)  
2012  
2011  
2010  
Litigations and accrued penalty claims  
Provisions for environmental contingencies  
Asset retirement obligations  
Other non-current provisions  
Other non-current liabilities  
930  
556  
7,624  
1,028  
1,447  
572  
600  
6,884  
1,099  
1,754  
485  
644  
5,917  
1,116  
936  
Total  
11,585  
10,909  
9,098  
In 2012, litigation reserves mainly include a provision of $398 million  
in relation to a transaction in progress with the United States Securities  
and Exchange Commission (SEC) and the Department of Justice  
– The contingency reserve regarding to guarantees granted  
in relation to solar panels of SunPower for 89 million  
as of December 31, 2012.  
(
DoJ) in the United States (see Note 32 to the Consolidated  
In 2012, 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 737 million debt related to  
the acquisition of an interest in the liquids-rich area of the Utica  
shale play (see Note 3 to the Consolidated Financial Statements).  
Financial Statements). It also includes a provision covering risks  
concerning antitrust investigations related to Arkema for an amount  
of 17 million as of December 31, 2012. Other risks and commitments  
that give rise to contingent liabilities are described in Note 32 to  
the Consolidated Financial Statements.  
In 2011, litigation reserves mainly included a provision covering  
risks concerning antitrust investigations related to Arkema  
amounting to 17 million as of December 31, 2011. Other risks  
and commitments that give rise to contingent liabilities are  
described in Note 32 to the Consolidated Financial Statements.  
In 2012, other non-current provisions mainly include:  
The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability) for 17 million as of December 31, 2012;  
Provisions related to restructuring activities in the Refining &  
Chemicals and Marketing & Services segments for 196 million  
as of December 31, 2012; and  
In 2011, other non-current provisions mainly included:  
The contingency reserve related to the Toulouse-AZF plant  
Provisions for financial risks related to non-consolidated and equity  
explosion (civil liability) for 21 million as of December 31, 2011;  
consolidated affiliates for 147 million as of December 31, 2012;  
Provisions related to restructuring activities in the  
Registration Document 2012. TOTAL  
235  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Refining & Chemicals and Marketing & Services segments  
In 2010, other non-current provisions mainly included:  
for 227 million as of December 31, 2011; and  
The contingency reserve related to the Toulouse-AZF plant  
The contingency reserve related to the Buncefield depot  
explosion (civil liability) for 31 million as of December 31, 2010;  
explosion (civil liability) for 80 million as of December 31, 2011.  
Provisions related to restructuring activities in the  
Refining & Chemicals and Marketing & Services segments  
for 261 million as of December 31, 2010; and  
In 2011, other non-current liabilities mainly included debts (whose  
maturity is more than one year) related to fixed assets acquisitions.  
This heading was mainly composed of a 991 million debt related  
to the acquisition of an interest in the liquids-rich area of the Utica  
shale play (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 2010, other non-current liabilities mainly included debts  
whose maturity is more than one year) related to fixed assets  
acquisitions.  
In 2010, litigation reserves mainly included 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.  
(
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,  
2012  
10,909  
1,217  
(887)  
47  
299  
11,585  
2
2
011  
010  
9,098  
9,381  
921  
1,052  
(798)  
(971)  
227  
497  
1,461  
(861)  
10,909  
9,098  
Allowances  
– The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability), written back for 10 million;  
In 2012, allowances of the period (1,217 million) mainly include:  
The contingency reserve related to the Buncefield depot  
explosion (civil liability), written back for 81 million; and  
Asset retirement obligations for 405 million (accretion);  
Environmental contingencies for 74 million in the  
Marketing & Services and Refining & Chemicals segments;  
Provisions for restructuring and social plans written back  
for 111 million.  
Provisions related to restructuring of activities for 74 million.  
In 2011, reversals of the period (798 million) were mainly related  
to the following incurred expenses:  
A provision of $398 million in relation to a transaction in progress  
with the United States Securities and Exchange Commission  
Provisions for asset retirement obligations for 189 million;  
(
(
SEC)and the Department of Justice (DoJ) in the United States  
see Note 32 to the Consolidated Financial Statements).  
– Environmental contingencies written back for 70 million;  
In 2011, allowances of the period (921 million) mainly included:  
– The contingency reserve related to the Toulouse-AZF plant  
explosion (civil liability), written back for 10 million;  
Asset retirement obligations for 344 million (accretion);  
The contingency reserve related to the Buncefield depot  
explosion (civil liability), written back for 116 million; and  
Environmental contingencies for 100 million in the Downstream  
and Chemicals segments; and  
Provisions for restructuring and social plans written back  
for 164 million.  
Provisions related to restructuring of activities for 79 million.  
In 2010, allowances of the period (1,052 million) mainly included:  
In 2010, reversals of the period (971 million) were mainly related  
Asset retirement obligations for 338 million (accretion);  
to the following incurred expenses:  
Environmental contingencies for 88 million in the Downstream  
– Provisions for asset retirement obligations for 214 million;  
and Chemicals segments;  
26 million for litigation reserves in connection with antitrust  
The contingency reserve related to the Buncefield depot  
explosion (civil liability) for 79 million; and  
investigations;  
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;  
Reversals  
The contingency reserve related to the Buncefield depot  
explosion (civil liability), written back for 190 million; and  
In 2012, reversals of the period (887 million) are mainly related  
to the following incurred expenses:  
Provisions for restructuring and social plans written back  
for 60 million.  
Provisions for asset retirement obligations for 314 million;  
Environmental contingencies written back for 109 million;  
236  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Changes in the asset retirement obligation  
Changes in the asset retirement obligation are as follows:  
(M)  
As of  
January 1,  
Accretion  
Revision in  
estimates  
New  
obligations  
Spending on  
existing  
obligations  
Currency  
translation  
adjustment  
Other  
As of  
December 31,  
2012  
6,884  
405  
183  
115  
(314)  
82  
269  
7,624  
2
2
011  
010  
5,917  
5,469  
344  
338  
330  
79  
323  
175  
(189)  
(214)  
150  
316  
9
(246)  
6,884  
5,917  
In 2012 the heading “Other” includes 385 million increase in provisions to cover the costs of abandonment of wells in the Elgin-Franklin  
field (Great Britain) that will not return to production, and a 183 million increase in provisions for the restoration of the Lacq site in France on  
which activities are going to be stopped. These amounts are partially offset by sales of assets notably in Great Britain and Norway that have  
been reclassified in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” (see Note 34 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, 2012  
(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)  
713  
21,561  
11  
(1,626)  
22,274  
11  
(1,626)  
-
-
Non-current financial debt - net of hedging instruments  
713  
19,935  
20,648  
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  
-
-
15,227  
4,504  
29  
15,227  
4,504  
335  
306  
81  
326  
168  
7
249  
333  
Non-current financial debt - net of hedging instruments  
713  
19,935  
20,648  
(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, 2011  
(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)  
349  
22,208  
146  
(1,976)  
22,557  
146  
(1,976)  
-
-
Non-current financial debt - net of hedging instruments  
349  
20,232  
20,581  
Bonds after fair value hedge  
Fixed rate bonds and bonds after cash flow hedge  
Bank and other, floating rate  
-
-
15,148  
4,424  
446  
15,148  
4,424  
575  
129  
76  
Bank and other, fixed rate  
206  
282  
Financial lease obligations  
144  
8
152  
Non-current financial debt - net of hedging instruments  
349  
20,232  
20,581  
(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.  
Registration Document 2012. TOTAL  
237  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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.  
238  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Annexe aux comptes consolidés  
9
Fair value of bonds, as of December 31, 2012, after taking into account currency and interest rates swaps, is detailed as follows:  
Bonds after  
Year of  
issue  
Fair value  
after  
Fair value  
after  
Fair value  
after  
Currency  
Maturity  
Initial rate  
fair value hedge  
before  
hedging as of hedging as of hedging as of  
December 31, December 31, December 31,  
hedging  
instruments  
(M)  
2012  
2011  
2010  
Parent company  
Bond  
1998  
127  
(127)  
129  
-
125  
-
FRF  
2013  
5.000%  
Current portion (less than one year)  
Total Parent company  
-
129  
125  
TOTAL CAPITAL(a)  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
2002  
2003  
2004  
2004  
2004  
2004  
2004  
2004  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2005  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2006  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
2007  
-
23  
-
-
-
-
-
51  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15  
23  
-
-
-
15  
22  
57  
116  
235  
75  
125  
51  
USD  
USD  
AUD  
CAD  
USD  
USD  
CHF  
NZD  
AUD  
CAD  
CHF  
CHF  
USD  
AUD  
CHF  
CHF  
CHF  
EUR  
NZD  
EUR  
EUR  
EUR  
EUR  
USD  
EUR  
USD  
AUD  
CAD  
EUR  
GBP  
EUR  
CHF  
CHF  
CHF  
CHF  
CHF  
CHF  
CHF  
USD  
USD  
USD  
AUD  
CAD  
GBP  
EUR  
GBP  
GBP  
GBP  
CHF  
JPY  
2012  
2013  
2011  
2011  
2011  
2011  
2012  
2014  
2011  
2011  
2011  
2011  
2011  
2012  
2012  
2012  
2012  
2012  
2012  
5.890%  
4.500%  
5.750%  
4.875%  
4.125%  
4.125%  
2.375%  
6.750%  
5.750%  
4.000%  
1.625%  
1.625%  
4.125%  
5.750%  
2.135%  
2.135%  
2.375%  
3.250%  
6.500%  
-
129  
52  
-
57  
60  
-
-
-
-
120  
226  
139  
63  
194  
65  
97  
391  
57  
63  
200  
65  
97  
404  
57  
-
42  
2011 EURIBOR 3 months +0.040%  
-
-
-
-
-
-
300  
150  
300  
120  
300  
472  
62  
72  
100  
74  
100  
125  
127  
130  
65  
2011  
2011  
2011  
2011  
2011  
2011  
2012  
2012  
2012  
2012  
2012  
2013  
2014  
2016  
2016  
2016  
2016  
2018  
2011  
2012  
2012  
2012  
2012  
2012  
2013  
2013  
2013  
2013  
2014  
2014  
2014  
2014  
3.875%  
3.875%  
3.875%  
5.000%  
3.875%  
5.000%  
5.625%  
4.125%  
3.250%  
4.625%  
3.250%  
2.510%  
2.635%  
2.385%  
2.385%  
2.385%  
2.385%  
3.135%  
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%  
62  
72  
100  
74  
100  
125  
127  
130  
65  
64  
63  
129  
-
370  
222  
61  
72  
71  
300  
73  
306  
72  
248  
31  
61  
49  
125  
127  
130  
65  
64  
63  
129  
-
64  
63  
129  
77  
370  
222  
61  
72  
71  
300  
73  
306  
72  
-
-
-
-
-
300  
73  
305  
72  
248  
31  
61  
49  
248  
31  
61  
CHF  
JPY  
49  
Registration Document 2012. TOTAL  
239  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Bonds after  
Year of  
issue  
Fair value  
after  
Fair value  
after  
Fair value  
after  
Currency  
Maturity  
Initial rate  
fair value hedge  
before  
hedging as of hedging as of hedging as of  
December 31, December 31, December 31,  
hedging  
instruments  
(M)  
2012  
2011  
2010  
TOTAL CAPITAL(a) (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  
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  
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  
121  
300  
76  
60  
-
121  
300  
76  
60  
-
121  
300  
76  
60  
92  
100  
150  
50  
50  
60  
102  
62  
124  
46  
92  
64  
50  
63  
63  
63  
CHF  
EUR  
CHF  
CHF  
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  
GBP  
JPY  
USD  
CHF  
CHF  
CHF  
CHF  
AUD  
AUD  
CHF  
USD  
CHF  
EUR  
EUR  
HKD  
AUD  
EUR  
USD  
USD  
CHF  
GBP  
GBP  
EUR  
HKD  
USD  
AUD  
AUD  
AUD  
AUD  
2015  
2017  
2018  
2018  
2011  
2011  
2011  
2011  
2011  
3.125%  
4.700%  
3.135%  
3.135%  
7.500%  
3.875%  
3.875%  
3.875%  
3.875%  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2011 EURIBOR 6 months +0.018%  
2011  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2013  
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%  
5.500%  
62  
124  
46  
92  
64  
50  
63  
63  
63  
62  
69  
60  
61  
128  
62  
200  
100  
1,000  
63  
149  
191  
61  
62  
61  
62  
56  
54  
236  
77  
131  
998  
150  
40  
107  
550  
684  
232  
99  
115  
225  
448  
69  
62  
69  
60  
61  
-
60  
61  
127  
62  
200  
100  
999  
63  
149  
191  
61  
62  
61  
62  
56  
54  
236  
77  
131  
998  
150  
40  
105  
550  
684  
227  
99  
115  
225  
448  
69  
-
127  
62  
200  
100  
1,000  
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  
68  
2013 EURIBOR 6 months +0.008%  
2013  
2015  
2015  
2015  
2018  
2013  
2013  
2013  
2013  
2014  
2014  
2014  
2014  
2015  
2015  
2015  
2015  
2016  
2017  
2017  
2019  
2019  
2021  
2014  
2015  
2015  
2015  
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%  
6.000%  
6.000%  
6.000%  
-
103  
69  
70  
64  
105  
70  
71  
69  
64  
64  
240  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Bonds after  
Year of  
issue  
Fair value  
after  
Fair value  
after  
Fair value  
after  
Currency  
Maturity  
Initial rate  
fair value hedge  
before  
hedging as of hedging as of hedging as of  
December 31, December 31, December 31,  
hedging  
instruments  
(M)  
2012  
2011  
2010  
TOTAL CAPITAL(a) (continued)  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
2010  
2010  
2010  
2010  
2010  
2010  
2011  
2011  
109  
482  
53  
189  
947  
757  
586  
113  
111  
491  
54  
193  
966  
773  
597  
116  
108  
476  
53  
187  
935  
748  
-
CAD  
EUR  
NZD  
USD  
USD  
USD  
USD  
USD  
2014  
2022  
2014  
2015  
2015  
2016  
2018  
2016  
2.500%  
3.125%  
4.750%  
2.875%  
3.000%  
2.300%  
3.875%  
6.500%  
-
Current portion (less than one year)  
(3,333)  
(2,992)  
(3,450)  
Total TOTAL CAPITAL  
9,204  
12,617  
15,143  
TOTAL CAPITAL CANADA Ltd.(b)  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
2011  
567  
567  
76  
743  
83  
565  
565  
75  
738  
82  
-
-
-
-
-
-
-
CAD  
CAD  
CAD  
CAD  
CAD  
CAD  
2014  
1.625%  
2011  
2011  
2011  
2011  
2011  
2014 USLIBOR 3 months +0.38%  
2014 5.750%  
2013 USLIBOR 3 months +0.09%  
2016  
2016  
4.000%  
3.625%  
69  
(743)  
69  
-
Current portion (less than one year)  
Total TOTAL CAPITAL  
CANADA Ltd.  
1,362  
2,094  
-
TOTAL CAPITAL INTERNATIONAL(C)  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
Bond  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
2012  
78  
758  
116  
1,137  
76  
111  
485  
379  
757  
80  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
USD  
USD  
USD  
USD  
USD  
USD  
USD  
USD  
USD  
USD  
USD  
USD  
2017  
2017  
2017  
2017  
2016  
2017  
2023  
2016  
2023  
2017  
2017  
2017  
4.875%  
1.500%  
4.125%  
1.550%  
2.250%  
2.250%  
2.125%  
0.750%  
2.700%  
2.250%  
3.875%  
2.000%  
79  
76  
-
Current portion (less than one year)  
TOTAL CAPITAL INTERNATIONAL  
Other consolidated subsidiaries  
Total bonds after fair value hedge  
4,132  
529  
-
308  
-
223  
15,227  
15,148  
15,491  
Registration Document 2012. TOTAL  
241  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Bonds after  
cash flow hedge  
and fix rate bonds  
Year of  
issue  
Amount  
after  
Amount  
after  
Amount  
after  
Currency  
Maturity  
Initial rate  
before  
hedging as of hedging as of hedging as of  
December 31, December 31, December 31,  
hedging  
instruments  
(M)  
2012  
2011  
2010  
TOTAL CAPITAL(a)  
Bond  
Bond  
Bond  
Bond  
2005  
2009  
2009  
2009  
2010  
2011  
-
294  
744  
386  
1,016  
966  
386  
293  
691  
-
917  
935  
-
GBP  
EUR  
USD  
EUR  
USD  
USD  
2012  
2019  
2021  
2024  
2020  
2021  
4.625%  
4.875%  
4.250%  
5.125%  
4.450%  
4.125%  
701  
926  
379  
947  
379  
-
Bond  
Bond  
Current portion (less than one year)  
(294)  
-
Total TOTAL CAPITAL  
3,332  
3,498  
2,836  
TOTAL CAPITAL INTERNATIONAL(c)  
Bond  
2012  
758  
-
-
-
-
-
USD  
2022  
2.875%  
Current portion (less than one year)  
Total TOTAL CAPITAL  
INTERNATIONAL  
758  
-
-
Other consolidated  
subsidiaries  
414  
926  
-
Total Bonds after cash flow hedge  
4,504  
4,424  
2,836  
(
(
(
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.  
b) 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) TOTAL CAPITAL INTERNATIONAL is a wholly-owned direct subsidiary of TOTAL S.A. 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, 2012  
Non-current of which hedging  
financial debt instruments of instruments of  
non-current non-current  
Hedging  
Non-current  
financial  
debt - net of  
%
(M)  
financial debt financial debt  
hedging  
instruments  
(
liabilities)  
(assets)  
2
2
2
2
2
014  
015  
016  
017  
4,163  
3,903  
2,335  
3,275  
8,598  
1
8
-
-
2
(331)  
(438)  
(210)  
(149)  
(498)  
3,832  
3,465  
2,125  
3,126  
8,100  
19%  
17%  
10%  
15%  
39%  
018 and beyond  
Total  
22,274  
11  
(1,626)  
20,648  
100%  
As of December 31, 2011  
Non-current of which hedging  
Hedging  
financial debt instruments of instruments of  
non-current non-current  
Non-current  
financial  
debt - net of  
%
(M)  
financial debt financial debt  
hedging  
instruments  
(
liabilities)  
(assets)  
2
2
2
2
2
013  
014  
015  
016  
5,021  
4,020  
4,070  
1,712  
7,734  
80  
3
6
9
48  
(529)  
(390)  
(456)  
(193)  
(408)  
4,492  
3,630  
3,614  
1,519  
7,326  
22%  
18%  
18%  
7%  
017 and beyond  
35%  
Total  
22,557  
146  
(1,976)  
20,581  
100%  
As of December 31, 2010  
Non-current of which hedging  
Hedging  
financial debt instruments of instruments of  
non-current non-current  
Non-current  
financial  
debt - net of  
%
(M)  
financial debt financial debt  
hedging  
instruments  
(
liabilities)  
(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%  
242  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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)  
2012  
%
2011  
%
2010  
%
U.S. dollar  
Euro  
Other currencies  
13,685  
5,643  
1,320  
66%  
27%  
7%  
8,645  
9,582  
2,354  
42%  
47%  
11%  
7,248  
11,417  
248  
39%  
60%  
1%  
Total  
20,648  
100%  
20,581  
100%  
18,913  
100%  
As of December 31,  
(M)  
2012  
%
2011  
%
2010  
%
Fixed rate  
Floating rate  
5,085  
15,563  
25%  
75%  
4,854  
15,727  
24%  
76%  
3,177  
15,736  
17%  
83%  
Total  
20,648  
100%  
20,581  
100%  
18,913  
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  
2012  
2011  
2010  
Current financial debt(a)  
Current portion of non-current financial debt  
6,392  
4,624  
5,819  
3,856  
5,867  
3,786  
Current borrowings (note 28)  
11,016  
9,675  
9,653  
Current portion of hedging instruments of debt (liabilities)  
Other current financial instruments (liabilities)  
84  
92  
40  
127  
12  
147  
Other current financial liabilities (note 28)  
176  
167  
159  
Current deposits beyond three months  
Current portion of hedging instruments of debt (assets)  
Other current financial instruments (assets)  
(1,093)  
(430)  
(39)  
(101)  
(383)  
(216)  
(869)  
(292)  
(44)  
Current financial assets (note 28)  
(1,562)  
9,630  
(700)  
(1,205)  
8,607  
Current borrowings and related financial assets and liabilities, net  
9,142  
(
a) As of December 31, 2011 and 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.  
Registration Document 2012. TOTAL  
243  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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.  
Adjusted shareholders’ equity for the year ended December 31, 2012 is calculated after payment of a dividend of 2.34 per share,  
subject to approval by the shareholders’ meeting on May 17, 2013.  
The net-debt-to-equity ratio is calculated as follows:  
As of December 31,  
(M)  
(Assets)/Liabilities  
2012  
2011  
2010  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Net financial assets and liabilities held for sale or exchange  
Non-current financial debt  
Hedging instruments on non-current financial debt  
Cash and cash equivalents  
11,016  
176  
(1,562)  
756  
22,274  
(1,626)  
(15,469)  
9,675  
167  
(700)  
9,653  
159  
(1,205)  
-
20,783  
(1,870)  
(14,489)  
-
22,557  
(1,976)  
(14,025)  
Net financial debt  
15,565  
15,698  
13,031  
Shareholders’ equity - Group share  
Distribution of the income based on existing shares at the closing date  
Non-controlling interests  
72,912  
(1,299)  
1,281  
68,037  
(1,255)  
1,352  
60,414  
(2,553)  
857  
Adjusted shareholders’ equity  
Net-debt-to-equity ratio  
72,894  
21.4%  
68,134  
23.0%  
58,718  
22.2%  
21) Other creditors and accrued liabilities  
As of December 31,  
(M)  
2012  
2011  
2010  
Accruals and deferred income  
Payable to States (including taxes and duties)  
Payroll  
240  
7,426  
1,128  
5,904  
231  
8,040  
1,062  
5,441  
184  
7,235  
996  
Other operating liabilities  
3,574  
Total  
14,698  
14,774  
11,989  
As of December 31, 2012, the heading “Other operating liabilities” includes mainly the third quarterly interim dividend for the fiscal year 2012  
for 1,366 million. This interim dividend will be paid on March 2013.  
As of December 31, 2011, the heading “Other operating liabilities” mainly included the third quarterly interim dividend for the fiscal year 2011  
for 1,317 million. This interim dividend was paid on March 2012.  
244  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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, 2012  
(M)  
Operating leases  
Finance leases  
2
2
2
2
2
2
013  
014  
015  
016  
781  
569  
514  
441  
337  
971  
55  
54  
53  
51  
19  
017  
018 and beyond  
236  
Total minimum payments  
3,613  
468  
(108)  
360  
(27)  
Less financial expenses  
Nominal value of contracts  
Less current portion of finance lease contracts  
Outstanding liability of finance lease contracts  
333  
For the year ended December 31, 2011  
(M)  
Operating leases  
Finance leases  
2
2
2
2
2
2
012  
013  
014  
015  
762  
552  
416  
335  
316  
940  
41  
40  
37  
36  
34  
20  
016  
017 and beyond  
Total minimum payments  
3,321  
208  
(31)  
177  
(25)  
152  
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, 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  
Net rental expense incurred under operating leases for the year ended December 31, 2012 is 780 million (against 645 million in 2011  
and 605 million in 2010).  
Registration Document 2012. TOTAL  
245  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
23) Commitments and contingencies  
As of December 31, 2012  
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)  
20,315  
4,251  
360  
-
12,405  
-
143  
1,429  
7,910  
-
190  
5,788  
4,251  
27  
407  
Asset retirement obligations (note 19)  
7,624  
Contractual obligations recorded in the balance sheet  
32,550  
4,685  
13,977  
13,888  
Operating lease obligations (note 22)  
3,613  
781  
1,861  
971  
Purchase obligations  
83,219  
12,005  
21,088  
50,126  
Contractual obligations not recorded in the balance sheet  
Total of contractual obligations  
86,832  
12,786  
17,471  
22,949  
36,926  
51,097  
64,985  
119,382  
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  
1,675  
3,952  
193  
1,507  
117  
4
133  
1,982  
1,785  
753  
70  
2,695  
49  
105  
113  
252  
702  
98  
1,140  
140  
165  
1,491  
261  
403  
3,586  
2,298  
2,659  
Other operating commitments  
1,204  
Total of other commitments given  
14,766  
6,281  
3,986  
4,499  
Mortgages and liens received  
Sales obligations  
Other commitments received  
435  
80,514  
5,564  
117  
7,416  
3,465  
8
26,137  
859  
310  
46,961  
1,240  
Total of commitments received  
86,513  
10,998  
27,004  
48,511  
As of December 31, 2011  
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)  
20,429  
3,488  
177  
-
13,121  
-
7,308  
-
18  
5,808  
3,488  
25  
272  
134  
804  
Asset retirement obligations (note 19)  
6,884  
Contractual obligations recorded in the balance sheet  
30,978  
3,785  
14,059  
13,134  
Operating lease obligations (note 22)  
3,321  
762  
1,619  
940  
Purchase obligations  
77,353  
11,049  
20,534  
45,770  
Contractual obligations not recorded in the balance sheet  
Total of contractual obligations  
80,674  
11,811  
15,596  
22,153  
36,212  
46,710  
59,844  
111,652  
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  
4,778  
39  
1,594  
1,027  
-
73  
2,797  
34  
35  
57  
301  
697  
98  
954  
5
376  
262  
79  
3,265  
2,408  
2,477  
1,634  
1,898  
433  
1,574  
209  
1,347  
Other operating commitments  
Total of other commitments given  
15,108  
6,848  
3,994  
4,266  
Mortgages and liens received  
Sales obligations(a)  
Other commitments received  
408  
62,216  
6,740  
7
4,221  
4,415  
119  
17,161  
757  
282  
40,834  
1,568  
Total of commitments received  
69,364  
8,643  
18,037  
42,684  
(a) As from December 31, 2011, the Group discloses its sales obligations.  
246  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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  
A) Contractual obligations  
Debt obligations  
Purchase obligations  
Purchase obligations are obligations under contractual agreements  
to purchase goods or services, including capital projects. These  
obligations are enforceable and legally binding on the Company  
and specify all significant terms, including the amount and the  
timing of the payments.  
“Non-current debt obligations” are included in the items “Non-  
current financial debt” and “Hedging instruments of non-current  
financial debt” of the consolidated balance sheet. It includes  
the non-current portion of swaps hedging bonds, and excludes  
non-current finance lease obligations of 333 million.  
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 Refining & Chemicals segment.  
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 27 million.  
The information regarding contractual obligations linked to indebtedness  
is presented in Note 20 to the Consolidated Financial Statements.  
B) Other commitments given  
Guarantees given for excise taxes  
Lease contracts  
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.  
The information regarding operating and finance leases is  
presented in Note 22 to the Consolidated Financial Statements.  
Asset retirement obligations  
This item represents the discounted present value of Upstream  
asset retirement obligations, primarily asset removal costs at the  
completion date. The information regarding contractual obligations  
linked to asset retirement obligations is presented in Notes 1Q  
and 19 to the Consolidated Financial Statements.  
Guarantees given against borrowings  
The Group guarantees bank debt and finance lease obligations  
of certain non-consolidated subsidiaries and equity affiliates.  
Maturity dates vary, and guarantees will terminate on payment  
and/or cancellation of the obligation. A payment would be triggered  
by failure of the guaranteed party to fulfill its obligation covered  
by the guarantee, and no assets are held as collateral for these  
Registration Document 2012. TOTAL  
247  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
guarantees. As of December 31, 2012, the maturities of these  
guarantees are up to 2023.  
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.  
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 584 million.  
Other guarantees given  
Non-consolidated subsidiaries  
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  
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.  
2,416 million, proportional to TOTAL’s share in the project  
(
37.5%). In addition, TOTAL S.A. provided in 2010 a guarantee in  
Operating agreements  
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, 2012, this guarantee is of up to 932 million and  
has been recorded under “Other operating commitments”.  
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.  
Indemnities related to sales of businesses  
C) Commitments received  
Sales 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.  
These amounts represent binding obligations under contractual  
agreements to sell goods, including in particular hydrocarbon  
unconditional sale contracts (except when an active, highly-liquid  
market exists and volumes are re-sold shortly after purchase).  
248  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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)  
2012  
2011  
2010  
Balance sheet  
Receivables  
Debtors and other debtors  
Loans (excl. loans to equity affiliates)  
Payables  
646  
383  
585  
331  
432  
315  
Creditors and other creditors  
Debts  
713  
9
724  
31  
497  
28  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Statement of Income  
Sales  
Purchases  
Financial expense  
Financial income  
3,959  
5,721  
-
4,400  
5,508  
-
3,194  
5,576  
69  
106  
79  
74  
Compensation for the administration and management bodies  
The aggregate amount of direct and indirect compensation accounted for by the French and foreign affiliates of the Company for the executive  
officers of TOTAL (the members of the Management Committee and the Treasurer) and for the members of the Board of Directors who are  
employees of the Group, is detailed as follows:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Number of people  
34  
30  
26  
Direct or indirect compensation received  
Pension expenses(a)  
Other long-term benefits expenses  
Termination benefits expenses  
Share-based payments expense (IFRS 2)(b)  
21.3  
11.4  
-
20.4  
9.4  
-
4.8  
10.2  
20.8  
12.2  
-
-
-
10.6  
10.0  
(
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 181.3 million provisioned as of December 31, 2012 (against 139.7 million as of December 31, 2011 and  
113.8 million as of December 31, 2010).  
(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 F  
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 1.10 million in 2012 (1.07 million in 2011  
and 0.96 million in 2010).  
Registration Document 2012. TOTAL  
249  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
25) Share-based payments  
A) TOTAL share subscription option plans  
Weighted  
average  
exercise  
price  
2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008 Plan 2009 Plan 2010 Plan 2011 Plan  
Total  
Date of the  
Shareholders’ Meeting  
Date of the award(a)  
Exercise price  
05/17/2001 05/14/2004 05/14/2004 05/14/2004 05/11/2007 05/11/2007 05/11/2007 05/21/2010 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 09/14/2011  
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  
33.00  
07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018 09/14/2019  
Number of options(c)  
Existing options  
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  
Granted  
Canceled(d)  
-
(1,420)  
-
(15,660)  
-
(6,584)  
-
-
(4,800)  
-
-
(5,220)  
-
-
(92,472)  
-
-
(4,040)  
(1,080)  
4,788,420  
(1,120)  
-
-
-
4,788,420  
(131,316)  
38.20  
43.50  
33.60  
Exercised  
(1,075,765)  
(141,202)  
- (1,218,047)  
Existing options  
as of January 1, 2011  
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  
Granted  
Canceled(e)  
-
(738,534)  
-
(28,208)  
-
(16,320)  
-
-
(17,380)  
-
-
(16,080)  
-
-
(13,260)  
(200)  
-
(14,090)  
-
-
(85,217)  
(2,040)  
1,518,840 1,518,840  
(1,000) (930,089)  
(9,400) (5,223,665)  
33.00  
34.86  
33.11  
Exercised  
(4,995,910)  
(216,115)  
Existing options  
as of January 1, 2012  
-
12,094,524 6,162,536 5,623,506 5,850,365 4,335,698 4,357,800 4,700,043 1,508,440 44,632,912  
44.87  
Granted  
Canceled(f)  
-
-
-
(2,516)  
-
-
(1,980)  
-
-
(1,380)  
-
-
(3,600)  
(1,630)  
-
(2,700)  
-
(4,140)  
-
-
-
39.31  
39.28  
- (11,351,931)  
(3,400) (11,371,647)  
(798,883)  
Exercised  
-
(742,593)  
(20,200)  
(34,460)  
-
Existing options  
as of December 31, 2012  
-
-
6,160,020 5,621,526 5,848,985 4,330,468 4,334,900 4,661,443 1,505,040 32,462,382  
46.96  
(
(
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%.  
(
(
e) Out of the 930,089 options canceled in 2011, 738,534 options that were not exercised expired on July 16, 2011 due to the expiry of the 2003 subscription option Plan.  
f) Out of the 11,371,647 options canceled in 2012, 11,351,931 options that were not exercised expired on July 20, 2012 due to the expiry of the 2004 subscription option Plan.  
Options are exercisable, subject to a continuous 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 to 2011 Plans, 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.  
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 from  
the consolidated balance sheet and statement of income of the  
Group for fiscal years 2011 and 2012.  
The acquisition rate:  
– is equal to zero if the average ROE is less than or equal to 7%;  
In 2012 no new TOTAL share subscription option plan or TOTAL  
share purchase plan was decided.  
– 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%.  
2011 Plan  
In addition, as part of the 2011 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:  
For the 2011 Plan, the Board of Directors decided that for each  
grantee other than the Chairman and Chief Executive Officer,  
the options will be finally granted to their beneficiary provided  
that the performance condition is fulfilled.  
250  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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 from the consolidated balance sheet and statement  
of income of the Group for fiscal years 2011 and 2012. 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%.  
- The outstanding options, that are 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.  
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  
2
011.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 of the Return on Average Capital Employed (ROACE)  
of the Group. The average ROACE is calculated by the Group  
from the consolidated balance sheet and statement of income  
of the Group for fiscal years 2011 and 2012. 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 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:  
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%.  
2
010 Plan  
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.  
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 3,000  
options will be finally granted to their beneficiary;  
The outstanding options, that are one-third of the options  
above the first 3,000 options, will be finally granted provided  
that the performance condition described below is fulfilled.  
– 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. 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 15%; and is equal to 100% if the average  
ROACE is more than or equal to 15%.  
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 above the first 50,000 options, will be finally  
granted to their beneficiary;  
Due to the application of the performance condition, the acquisition  
rates were 100% for the 2010 Plan.  
Registration Document 2012. TOTAL  
251  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
B) TOTAL share purchase option plans  
Weighted  
average  
exercise  
price  
2
002 Plan(a)  
Total  
Date of the Shareholders’ Meeting  
Date of the award(b)  
05/17/2001  
07/09/2002  
39.58  
39.03  
07/09/2010  
Exercise price until May 23, 2006 included(c)  
Exercise price since May 24, 2006(c)  
Expiry date  
Number of options(d)  
Existing options as of January 1, 2010  
5,935,261  
5,935,261  
39.03  
Granted  
-
-
-
39.03  
39.03  
Canceled(e)  
(4,671,989) (4,671,989)  
(1,263,272) (1,263,272)  
Exercised  
Existing options as of January 1, 2011  
-
-
-
-
-
Granted  
Canceled  
Exercised  
-
-
-
-
-
-
-
-
-
Existing options as of January 1, 2012  
-
-
Granted  
Canceled  
Exercised  
-
-
-
-
-
-
-
-
-
Existing options as of December 31, 2012  
-
-
(
a) 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 8 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.  
b) The grant date is the date of the Board meeting awarding the options.  
(
(
c) 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,  
2
006. 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.  
(d) 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.  
(e) 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.  
252  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
C) TOTAL performance share grants  
2008 Plan  
2009 Plan  
2010 Plan  
2011 Plan  
2012 Plan  
Total  
Date of the Shareholders’ Meeting  
Date of the award(a)  
Date of the final award (end of vesting period)  
Transfer authorized as from  
05/16/2008 05/16/2008 05/16/2008 05/13/2011 05/13/2011  
10/09/2008 09/15/2009 09/14/2010 09/14/2011 07/26/2012  
10/10/2010 09/16/2011 09/15/2012 09/15/2013 07/27/2014  
10/10/2012 09/16/2013 09/15/2014 09/15/2015 07/27/2016  
Number of performance shares  
Outstanding as of January 1, 2010  
2,762,476 2,966,036  
-
-
-
-
-
5,728,512  
Notified  
Canceled(d)  
Finally granted(b)(c)  
-
-
3,010,011  
(8,738)  
(636)  
-
-
-
-
3,010,011  
- (1,131,996)  
- (1,651,554)  
(1,113,462)  
(1,649,014)  
(9,796)  
(1,904)  
Outstanding as of January 1, 2011  
-
2,954,336 3,000,637  
-
5,954,973  
Notified  
Canceled  
Finally granted(b)(c)(e)  
-
-
-
3,649,770  
(19,579)  
-
-
-
3,649,770  
(56,187)  
- (2,930,314)  
356  
(26,214)  
(10,750)  
(1,836)  
(356) (2,928,122)  
Outstanding as of January 1, 2012  
-
-
2,988,051 3,630,191  
6,618,242  
Notified  
Canceled  
Finally granted(b)(c)(f)  
-
96  
(96)  
-
-
-
4,295,930 4,295,930  
(50,577)  
- (2,961,859)  
832  
(32,650)  
(18,855)  
(5,530)  
-
(832) (2,955,401)  
Outstanding as of December 31, 2012  
-
-
-
3,605,806 4,295,930 7,901,736  
(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) Performance shares finally granted following the death of their beneficiaries (Plan 2008 during the year 2009, Plan 2009 and Plan 2010 during the year 2010, Plan 2010 during the year 2011,  
Plan 2011 during the year 2012).  
(
(
c) Including performance 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  
2
008 Plan was 60%.  
(
(
e) The acquisition rate for the 2009 Plan was 100%.  
f) The acquisition rate for the 2010 Plan was 100%.  
The performance 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 performance shares finally granted will  
not be permitted until the end of a 2-year mandatory holding period  
from the date of the final grant.  
In addition, as part of the 2012 plan, the Board of Directors decided that  
the number of performance share finally granted to the Chairman and  
Chief Executive Officer will be subject to two performance conditions:  
For 50% of the share granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROE of the Group. The average ROE is calculated by the Group  
from the consolidated balance sheet and statement of income  
of the Group for fiscal years 2013 and 2012. The acquisition rate  
is equal to zero if the average ROE is less than or equal to 8%;  
varies on a straight-line basis between 0% and 100% if the  
average ROE is more than 8% and less than 16%; and is equal  
to 100% if the average ROE is more than or equal to 16%.  
2012 Plan  
For the 2012 Plan, the Board of Directors decided that, for each  
senior executive (other than the Chairman and Chief Executive  
Officer), the shares will be finally granted subject to a performance  
condition. This condition is based on the average ROE as published  
by the Group and calculated based on the Group’s consolidated  
balance sheet and statement of income for fiscal years 2012 and  
For 50% of the share granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROACE of the Group. The average ROACE is calculated by the  
Group from the consolidated balance sheet and statement of  
income of the Group for fiscal years 2013 and 2012. The acquisition  
rate is equal to zero if the average ROACE is less than or equal  
to 7%; varies on a straight-line basis between 7% and 100% if  
the average ROACE is more than 7% and less than 15%; and is  
equal to 100% if the average ROACE is more than or equal to 15%.  
2
013. The acquisition rate:  
is equal to zero if the average ROE is less than or equal to 8%;  
varies on a straight-line basis between 0% and 100% if the  
average ROE is greater than 8% and less than 16%; and  
is equal to 100% if the average ROE is greater than or equal to 16%.  
The Board of Directors decided also that, for each beneficiary (other  
than the Chairman and Chief Executive Officer and the senior  
executives) of more than 100 shares, the shares in excess of this  
number will be finally granted subject to the performance condition  
mentioned before.  
Registration Document 2012. TOTAL  
253  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
2
011 Plan  
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%.  
For the 2011 Plan, the Board of Directors decided that, for each  
senior executive (other than the Chairman and Chief Executive  
Officer), the shares will be finally granted subject to a performance  
condition. This condition is based on the average ROE as published  
by the Group and calculated based on the Group’s consolidated  
balance sheet and statement of income for fiscal years 2011  
and 2012. The acquisition rate:  
– For 50% of the share granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROACE of the Group. The average ROACE is calculated by the  
Group from the consolidated balance sheet and statement of  
income of the Group for fiscal years 2011 and 2012. 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 zero if the average ROE is less than or equal to 7%;  
varies on a straight-line basis between 0% and 100% if the  
average ROE is greater than 7% and less than 18%; and  
is equal to 100% if the average ROE is greater than or equal to 18%.  
2010 Plan  
The Board of Directors decided also that, for each beneficiary  
other than the Chairman and Chief Executive Officer and the senior  
executives) of more than 100 shares, the shares in excess of this  
number will be finally granted subject to the performance condition  
mentioned before.  
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:  
(
In addition, as part of the 2011 plan, the Board of Directors  
decided that the number of performance share finally granted to  
the Chairman and Chief Executive Officer will be subject to  
two performance conditions:  
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  
For 50% of the share granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROE of the Group. The average ROE is calculated by the Group  
from the consolidated balance sheet and statement of income  
of the Group for fiscal years 2011 and 2012. The acquisition rate  
is equal to zero if the average ROE is less than or equal to 7%;  
– is equal to 100% if the average ROE is greater than or equal to 18%.  
Due to the application of the performance condition, the acquisition  
rate was 100% for the 2009 Plan.  
254  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
D) Global free TOTAL share plan  
(for the countries with a 2+2 structure), or four years without  
any conservation period (for the countries with a 4+0 structure).  
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’s employees. On June 30, 2010, entitlement  
rights to twenty-five free shares were granted to every employee.  
The final grant is subject to a continued employment condition  
during the plan’s vesting period. Depending on the country in which  
the companies of the Group are located, the acquisition period is  
either two years followed by a conservation period of two years  
Following the vesting period, the shares awarded will be new shares,  
issued from an increase of capital of TOTAL S.A., by incorporation  
of paid-in surplus or retained earnings.  
The Chairman and Chief Executive Officer acknowledged on July 2,  
2012, the issuance and the award of 1,366,950 shares to the  
beneficiaries designated at the end of the 2-year acquisition period.  
2
010 Plan  
2010 Plan  
(4 + 0)  
Total  
(2 + 2)  
Date of the Shareholders’ Meeting  
Date of the award(a)  
Date of the final award  
Transfer authorized as from  
Number of free shares  
05/16/2008 05/16/2008  
06/30/2010 06/30/2010  
07/01/2012 07/01/2014  
07/01/2014 07/01/2014  
Outstanding as of January 1, 2010  
-
-
-
Notified  
Canceled  
Finally granted(b)  
1,508,850  
(125)  
1,070,650 2,579,500  
(75)  
-
(200)  
(75)  
(75)  
Outstanding as of January 1, 2011  
1,508,650  
1,070,575  
2,579,225  
Notified  
Canceled  
Finally granted(b)  
-
(29,175)  
(475)  
-
(54,625)  
(425)  
-
(83,800)  
(900)  
Outstanding as of January 1, 2012  
1,479,000  
1,015,525  
2,494,525  
Notified  
Canceled  
Finally granted(b)(c)  
-
(111,725)  
(1,367,275)  
-
-
(40,275)  
(152,000)  
(350) (1,367,625)  
Outstanding as of December 31, 2012  
-
974,900 974,900  
(
(
(
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.  
c) Final grant of 1,366,950 shares to the designated beneficiaries at the end of the acquisition period.  
E) SunPower plans  
in fiscal 2009. The automatic annual increase is equal to the lower  
of three percent of the outstanding shares of all classes of  
SunPower’s common stock measured on the last day of the  
immediately preceding fiscal quarter, 6.0 million shares, or such  
other number of shares as determined by SunPower’s Board of  
Directors. As of December 30, 2012, approximately 7.1 million  
shares were available for grant under the 2005 Plan. No new awards  
are being granted under the 1996 Plan or the PowerLight Plan.  
SunPower has three stock incentive plans: the 1996 Stock Plan  
(“1996 Plan”), the Third Amended and Restated 2005 SunPower  
Corporation Stock Incentive Plan (“2005 Plan”) and the PowerLight  
Corporation Common Stock Option and Common Stock Purchase  
Plan (“PowerLight Plan”). The PowerLight Plan was assumed by  
SunPower by way of the acquisition of PowerLight in fiscal 2007.  
Under the terms of all three plans, SunPower may issue incentive  
or non-statutory stock options or stock purchase rights to directors,  
employees and consultants to purchase common stock. The 2005  
Plan was adopted by SunPower’s Board of Directors in August 2005,  
and was approved by shareholders in November 2005. The 2005  
Plan replaced the 1996 Plan and allows not only for the grant  
of options, but also for the grant of stock appreciation rights,  
restricted stock grants, restricted stock units and other equity  
rights. The 2005 Plan also allows for tax withholding obligations  
related to stock option exercises or restricted stock awards  
to be satisfied through the retention of shares otherwise released  
upon vesting. The PowerLight Plan was adopted by PowerLight’s  
Board of Directors in October 2000.  
Incentive stock options may be granted at no less than the fair  
value of the common stock on the date of grant. Non-statutory  
stock options and stock purchase rights may be granted at no less  
than 85% of the fair value of the common stock at the date of grant.  
The options and rights become exercisable when and as determined  
by SunPower’s Board of Directors, although these terms generally  
do not exceed ten years for stock options. Under the 1996 and  
2005 Plans, the options typically vest over five years with a one-year  
cliff and monthly vesting thereafter. Under the PowerLight Plan, the  
options typically vest over five years with yearly cliff vesting. Under  
the 2005 Plan, the restricted stock grants and restricted stock units  
typically vest in three equal installments annually over three years.  
In May 2008, SunPower’s stockholders approved an automatic  
annual increase available for grant under the 2005 Plan, beginning  
The majority of shares issued are net of the minimum statutory  
withholding requirements that SunPower pays on behalf of its  
Registration Document 2012. TOTAL  
255  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
employees. During 2012 and the six months ended January 1,  
taxing authorities. Shares withheld are treated as common stock  
repurchases for accounting and disclosure purposes and reduce  
the number of shares outstanding upon vesting.  
2012 SunPower withheld 905,953 and 221,262 shares,  
respectively, to satisfy the employees’ tax obligations. SunPower  
pays such withholding requirements in cash to the appropriate  
The following table summarizes SunPower’s stock option activities:  
Outstanding Stock Options  
Shares  
in thousands)  
Weighted-Average  
Exercise Price  
Per Share  
Weighted-Average  
Remaining  
Contractual Term  
(in years)  
Aggregate  
Intrinsic  
Value  
(in thousands dollars)  
(
(in dollars)  
Outstanding as of July 3, 2011  
519  
25.39  
Exercised  
Forfeited  
(29)  
(6)  
3.93  
31.29  
Outstanding as of January 1, 2012  
484  
26.62  
4.71  
480  
Exercisable as of January 1, 2012  
Expected to vest after January 1, 2012  
441  
40  
24.52  
48.08  
4.53  
6.64  
480  
-
Outstanding as of January 1, 2012  
484  
26.62  
Exercised  
Forfeited  
(20)  
(70)  
2.59  
24.17  
Outstanding as of December 30, 2012  
394  
28.27  
3.51  
310  
Exercisable as of December 30, 2012  
394  
28.27  
3.51  
310  
The intrinsic value of options exercised in 2012 and in the six  
months ended January 1, 2012 were $0.1 million and $0.3 million  
respectively. There were no stock options granted in 2012 and in  
the six months ended January 1, 2012.  
price of $5.49 at December 30, 2012, which would have been  
received by the option holders had all option holders exercised their  
options as of that date. The total number of in-the-money options  
exercisable was 0.1 million shares as of December 30, 2012.  
The aggregate intrinsic value in the preceding table represents the  
total pre-tax intrinsic value, based on SunPower’s closing stock  
The following table summarizes SunPower’s non-vested stock options and restricted stock activities thereafter:  
Stock Options  
Restricted Stock Awards and Units  
Shares  
in thousands)  
Weighted-Average  
Exercise Price  
Per Share  
Shares  
(in thousands)  
Weighted-Average  
Grant Date Fair  
Value Per Share  
(in dollars)(a)  
(
(in dollars)  
Outstanding as of July 3, 2011  
67  
41.34  
7,198  
16.03  
Granted  
Vested(b)  
Forfeited  
-
(19)  
(5)  
-
28.73  
31.29  
2,336  
(691)  
(1,473)  
6.91  
18.96  
14.10  
Outstanding as of December 31, 2011  
43  
48.33  
7,370  
13.25  
Granted  
Vested(b)  
Forfeited  
-
(30)  
(13)  
-
57.79  
24.72  
5,638  
(2,845)  
(1,587)  
5.93  
13.94  
11.52  
Outstanding as of December 31, 2012  
-
-
8,576  
8.35  
(
(
a) The Company estimates the fair value of the restricted stock unit awards as the stock price on the grant date.  
b) Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.  
256  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
F) Share-based payment expense  
 27 million for TOTAL share subscription plans;  
 134 million for TOTAL restricted shares plans; and  
17 million for SunPower plans.  
Share-based payment expense before tax for the year 2012  
amounts to 148 million and is broken down as follows:  
13 million for TOTAL share subscription plans;  
133 million for TOTAL restricted shares plans; and  
2 million for SunPower plans.  
Share-based payment expense before tax for the year 2010  
amounted to 140 million and was broken down as follows:  
 31 million for TOTAL share subscription plans; and  
 109 million for TOTAL restricted shares plans.  
Share-based payment expense before tax for the year 2011  
amounts to 178 million and is broken down as follows:  
The fair value of the options granted in 2011 and 2010 has been measured according to the Black-Scholes method and based on  
the following assumptions:  
For the year ended December 31,  
2012  
2011  
2010  
Risk free interest rate (%)(a)  
Expected dividends (%)(b)  
Expected volatility (%)(c)  
Vesting period (years)  
Exercise period (years)  
-
-
-
-
-
-
2.0  
5.6  
27.5  
2
8
4.4  
2.1  
5.9  
25.0  
2
8
5.8  
Fair value of the granted options (per option)  
(
(
(
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.  
In 2012 no new TOTAL share subscription option plan was decided.  
cost in two steps consisting, first, in a five years forward sale of the  
nontransferable shares, and second, in purchasing the same number  
of shares in cash with a loan financing reimbursable “in fine”.  
During 2011, the main assumptions used for the valuation of the  
cost of capital increase reserved for employees were the following:  
The cost of capital increases reserved for employees is reduced to  
take into account the non transferability of the shares that could be  
subscribed by the employees over a period of five years. The valuation  
method of non transferability of the shares is based on a strategy  
For the year ended December 31,  
2011  
Date of the Board of Directors meeting that decided the issue  
Subscription price ()  
October 28, 2010  
34.80  
41.60  
8.90  
2.82  
7.23  
17.6  
Share price at the reference date ()(a)  
Number of shares (in millions)  
Risk free interest rate (%)(b)  
Employees loan financing rate (%)(c)  
Non transferability cost (% of the reference’s share price)  
(
(
(
a) Share price at the date which the Chairman and Chief Executive Officer decided the subscription period.  
b) Zero coupon Euro swap rate at 5 years.  
c) The employees loan financing rate is based on a 5 year consumer’s credit rate.  
Due to the fact that the non transferability cost was higher than  
the discount, no cost has been accounted in 2011.  
choice of the employees, within the limit of 18 million shares, with  
dividend rights as of the January 1, 2012 and delegated all power  
to the Chairman and Chief Executive Officer to determine dates for  
the opening and closing of subscription period and the subscription  
price. This capital increase will be opened in 2013 and should be  
closed before the Combined General Meeting of 2013.  
In addition on September 18, 2012 the Board of Directors  
implemented a capital increase reserved for employees comprising  
a classic subscription formula and a formula with leverage at the  
Registration Document 2012. TOTAL  
257  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
26) Payroll and staff  
For the year ended December 31,  
2012  
2011  
2010  
Personnel expenses (M)  
Wages and salaries (including social charges)  
7,135  
6,579  
6,246  
Group Employees  
France  
Management  
Other  
11,347  
23,656  
11,123  
23,914  
10,852  
24,317  
International  
Management  
Other  
16,307  
45,816  
15,713  
45,354  
15,146  
42,540  
Total  
97,126  
96,104  
92,855  
The number of employees includes only employees of fully consolidated subsidiaries.  
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)  
2012  
2011  
2010  
Interests paid  
(694)  
73  
(13,067)  
2,419  
(679)  
277  
(12,061)  
2,133  
(470)  
132  
(8,848)  
1,722  
Interests received  
Income tax paid(a)  
Dividends received  
(a) These amounts include taxes paid in kind under production-sharing contracts in the exploration-production.  
.
Changes in working capital are detailed as follows:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Inventories  
372  
767  
(226)  
345  
(1,845)  
(1,287)  
(2,409)  
2,646  
(1,896)  
(2,712)  
911  
2,482  
719  
Accounts receivable  
Other current assets  
Accounts payable  
Other creditors and accrued liabilities  
(174)  
1,156  
Net amount  
1,084  
(1,739)  
(496)  
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)  
2012  
2011  
2010  
Issuance of non-current debt  
Repayment of non-current debt  
5,539  
(260)  
4,234  
(165)  
3,995  
(206)  
Net amount  
5,279  
4,069  
3,789  
258  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
C) Cash and cash equivalents  
Cash and cash equivalents are detailed as follows:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Cash  
Cash equivalents  
6,202  
9,267  
4,715  
9,310  
4,679  
9,810  
Total  
15,469  
14,025  
14,489  
Cash equivalents are mainly composed of deposits less than three months deposited in government institutions or deposit banks selected in  
accordance with strict criteria.  
28) Financial assets and liabilities analysis per instruments class and strategy  
The financial assets and liabilities disclosed in the balance sheet are detailed as follows:  
As of December 31, 2012  
M)  
Financial instruments related to financing and operational activities  
Other  
financial  
instruments  
Total  
Fair  
value  
(
Amortized cost  
Fair value  
Available  
for sale(  
Held  
for  
trading  
Financial  
debt  
Hedging  
of financial  
debt  
Cash  
flow investment  
hedge  
Net  
a)  
(b)  
hedge  
Assets/(Liabilities)  
and other  
Equity affiliates: loans  
Other investments  
2,360  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,360  
1,190  
2,360  
1,190  
1,190  
Hedging instruments  
of non-current financial debt  
Other non-current assets  
Accounts receivable, net  
Other operating receivables  
Current financial assets  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,566  
60  
-
-
-
-
-
-
-
-
-
1,626  
2,207  
1,626  
2,207  
2,207  
-
-
-
-
-
-
19,206  
5,451  
-
19,206  
6,158  
19,206  
6,158  
-
1,093  
-
707  
38  
-
-
430  
-
1
-
1,562  
1,562  
Cash and cash equivalents  
15,469  
15,469  
15,469  
Total financial assets  
Total non-financial assets  
Total assets  
5,660  
1,190  
745  
-
-
-
1,996  
61  
-
-
-
40,126  
49,778  
122,051  
171,829  
49,778  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Non-current financial debt  
Accounts payable  
(5,086)  
-
-
-
-
-
-
-
(17,177)  
(11)  
-
-
-
-
-
-
-
-
(22,274)  
(21,648)  
(5,904)  
(11,016)  
(176)  
(22,473)  
(21,648)  
(5,904)  
(11,016)  
(176)  
-
-
-
-
(21,648)  
Other operating liabilities  
Current borrowings  
-
(6,787)  
-
(482)  
-
-
(4,229)  
-
(10)  
-
(5,412)  
-
-
-
Other current financial liabilities  
(88)  
(84)  
(4)  
Total financial liabilities  
Total non-financial liabilities  
Total liabilities  
(11,873)  
-
-
-
(570)  
(21,406)  
(95)  
(14)  
-
-
-
(27,060)  
(61,018)  
(110,811)  
(171,829)  
(61,217)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
(
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 2012. TOTAL  
259  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2011  
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  
debt  
Hedging  
of financial  
debt  
Cash  
flow investment  
hedge  
Net  
a)  
(b)  
hedge  
Assets/(Liabilities)  
and other  
Equity affiliates: loans  
Other investments  
2,246  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,246  
3,674  
2,246  
3,674  
3,674  
Hedging instruments of  
non-current financial debt  
Other non-current assets  
Accounts receivable, net  
-
2,055  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,971  
5
-
-
-
-
-
-
-
-
-
1,976  
2,055  
20,049  
7,467  
700  
1,976  
2,055  
20,049  
7,467  
700  
-
-
-
-
-
-
20,049  
6,393  
-
Other operating receivables  
Current financial assets  
-
146  
-
1,074  
159  
-
-
383  
-
12  
-
Cash and cash equivalents  
14,025  
14,025  
14,025  
Total financial assets  
Total non-financial assets  
Total assets  
4,447  
3,674  
1,233  
-
2,354  
17  
-
-
-
40,467  
52,192  
111,857  
164,049  
52,192  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Non-current financial debt  
Accounts payable  
(4,858)  
-
-
-
-
-
-
-
(17,551)  
(97)  
(49)  
-
(2)  
(22,557)  
(22,086)  
(5,441)  
(9,675)  
(167)  
(23,247)  
(22,086)  
(5,441)  
(9,675)  
(167)  
-
-
-
-
-
-
-
-
(22,086)  
Other operating liabilities  
Current borrowings  
-
(6,158)  
-
(606)  
-
(3,517)  
-
(4,835)  
-
-
-
-
-
Other current financial liabilities  
(87)  
(40)  
(14)  
(26)  
Total financial liabilities  
Total non-financial liabilities  
Total liabilities  
(11,016)  
-
-
-
(693)  
(21,068)  
(137)  
(63)  
(26)  
(26,923)  
(59,926)  
(104,123)  
(164,049)  
(60,616)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
(
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).  
260  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
As of December 31, 2010  
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  
debt  
Hedging  
of financial  
debt  
Cash  
flow investment  
hedge  
Net  
a)  
(b)  
hedge  
Assets/(Liabilities)  
and other  
Equity affiliates: loans  
Other investments  
2,383  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,383  
4,590  
2,383  
4,590  
4,590  
Hedging instruments of non-current  
financial debt  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,814  
56  
-
-
-
-
-
1,870  
1,596  
1,870  
1,596  
Other non-current assets  
Accounts receivable, net  
Other operating receivables  
Current financial assets  
Cash and cash equivalents  
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  
Total non-financial liabilities  
Total liabilities  
(9,102)  
-
-
-
(706)  
(21,156)  
(190)  
-
-
-
-
-
-
(21,465)  
(52,619)  
(91,099)  
(53,008)  
-
-
-
-
-
-
-
-
-
-
-
-
(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).  
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)  
2012  
2011  
2010  
Assets available for sale (investments):  
dividend income on non-consolidated subsidiaries  
gains (losses) on disposal of assets  
other  
223  
516  
(60)  
(20)  
330  
103  
(29)  
(34)  
255  
60  
(17)  
90  
Loans and receivables  
Impact on net operating income  
659  
370  
388  
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”.  
Registration Document 2012. TOTAL  
261  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
Assets and liabilities from financing activities  
The impact on the statement of income of financing assets and liabilities is detailed as follows:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Loans and receivables  
80  
(675)  
4
271  
(730)  
17  
133  
(469)  
4
Financing liabilities and associated hedging instruments  
Fair value hedge (ineffective portion)  
Assets and liabilities held for trading  
20  
2
(2)  
Impact on the cost of net debt  
(571)  
(440)  
(334)  
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 “Assets and liabilities held for trading”.  
Financial income on cash, cash equivalents, and current financial  
assets (notably current deposits beyond three months) classified  
as “Loans and receivables”;  
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)  
2012  
2011  
2010  
Revaluation at market value of bonds  
Swap hedging of bonds  
321  
(317)  
(301)  
318  
(1,164)  
1,168  
Ineffective portion of the fair value hedge  
4
17  
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  
As of  
(M)  
January 1,  
December 31,  
2012  
(104)  
(187)  
-
(291)  
2
2
011  
010  
(243)  
25  
139  
(268)  
-
-
(104)  
(243)  
As of December 31, 2012, the Group had no open forward hedging instruments. The fair value of open forward instruments was  (26) million  
in 2011 and 6 million in 2010.  
262  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Cash flow hedge  
The impact on the statement of income and on equity of the hedging instruments qualified as cash flow hedges is detailed as follows:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Profit (Loss) recorded in equity during the period  
Recycled amount from equity to the income statement during the period  
65  
87  
(84)  
(47)  
(80)  
(115)  
As of December 31, 2012, 2011 and 2010, 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, 2012  
(M)  
Notional value(a)  
Fair value  
Total  
2013  
2014  
2015  
2016  
2017  
2018  
and after  
Assets/(Liabilities)  
Fair value hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
(11)  
1,737  
-
-
-
-
-
-
-
-
-
-
-
-
1,566  
15,431  
Total swaps hedging fixed-rates bonds  
(assets and liabilities)  
1,555  
17,168  
-
4,205  
3,537  
2,098  
3,075  
4,253  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
(84)  
430  
591  
-
-
-
-
-
-
-
-
-
-
-
-
3,614  
Total swaps hedging fixed-rates bonds  
(current portion) (assets and liabilities)  
346  
4,205  
4,205  
-
-
-
-
-
Cash flow hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
60  
1,683  
Total swaps hedging fixed-rates bonds  
(
assets and liabilities)  
60  
1,683  
-
-
-
-
-
-
1,683  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
(4)  
1
148  
19  
-
-
-
-
-
-
-
-
-
-
-
-
Total swaps hedging fixed-rates bonds  
(current portion) (assets and liabilities)  
(3)  
167  
167  
-
-
-
-
Swaps hedging investments (liabilities)  
Swaps hedging investments (assets)  
(10)  
-
518  
-
-
-
-
-
-
-
-
-
-
-
-
-
Total swaps hedging investments  
(assets and liabilities)  
(10)  
518  
365  
141  
12  
-
-
-
Net investment hedge  
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total swaps hedging net investments  
-
-
-
-
-
-
-
-
Held for trading  
Other interest rate swaps (assets)  
Other interest rate swaps (liabilities)  
2
11,041  
9,344  
-
-
-
-
-
-
-
-
-
-
-
-
(2)  
Total other interest rate swaps (assets and liabilities)  
-
20,385  
19,962  
133  
186  
88  
85  
64  
53  
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
36  
4,768  
-
-
-
-
-
-
-
-
-
-
-
-
(86)  
12,224  
Total currency swaps and forward exchange contracts  
(assets and liabilities)  
(50)  
16,992  
16,776  
(15)  
16  
16  
13  
(a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
Registration Document 2012. TOTAL  
263  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2011  
(M)  
Notional value(a)  
Fair value  
Total  
2012  
2013  
2014  
2015  
2016  
2017  
and after  
Assets/(Liabilities)  
Fair value hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
(97)  
1,478  
-
-
-
-
-
-
-
-
-
-
-
-
1,971  
15,653  
Total swaps hedging fixed-rates bonds  
(assets and liabilities)  
1,874  
17,131  
-
4,204  
4,215  
3,380  
1,661  
3,671  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
(40)  
383  
642  
-
-
-
-
-
-
-
-
-
-
-
-
2,349  
Total swaps hedging fixed-rates bonds  
(current portion) (assets and liabilities)  
343  
2,991  
2,991  
-
-
-
-
-
Cash flow hedge  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
(49)  
5
967  
749  
-
-
-
-
-
-
-
-
-
-
-
-
Total swaps hedging fixed-rates bonds  
(
assets and liabilities)  
(44)  
1,716  
-
-
-
-
-
1,716  
Swaps hedging fixed-rates bonds (current portion) (liabilities)  
Swaps hedging fixed-rates bonds (current portion) (assets)  
(14)  
12  
582  
908  
-
-
-
-
-
-
-
-
-
-
-
-
Total swaps hedging fixed-rates bonds  
(current portion) (assets and liabilities)  
(2)  
1,490  
1,490  
-
-
-
-
Net investment hedge  
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(26)  
881  
Total swaps hedging net investments  
(26)  
881  
881  
-
-
-
-
-
Held for trading  
Other interest rate swaps (assets)  
Other interest rate swaps (liabilities)  
1
3,605  
-
-
-
-
-
-
-
-
-
-
-
-
(2)  
14,679  
Total other interest rate swaps (assets and liabilities)  
(1)  
18,284  
18,284  
-
-
-
-
-
Currency swaps and forward exchange contracts (assets)  
Currency swaps and forward exchange contracts (liabilities)  
158  
(85)  
6,984  
4,453  
-
-
-
-
-
-
-
-
-
-
-
-
Total currency swaps and forward exchange contracts  
(assets and liabilities)  
73  
11,437  
11,176  
80  
58  
36  
31  
56  
(a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
264  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
As of December 31, 2010  
M)  
Notional value(a)  
(
Fair value  
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  
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  
8,102  
-
25  
49  
31  
82  
(a) These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.  
Registration Document 2012. TOTAL  
265  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
D) Fair value hierarchy  
The fair value hierarchy for financial instruments excluding commodity contracts is as follows:  
As of December 31, 2012  
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)  
Fair value hedge instruments  
Cash flow hedge instruments  
Net investment hedge instruments  
Assets and liablities held for trading  
Assets available for sale  
-
-
-
-
91  
1,901  
-
-
-
-
-
1,901  
47  
47  
-
(50)  
-
-
(50)  
91  
Total  
91  
1,898  
-
1,989  
As of December 31, 2011  
(M)  
Quoted prices Prices based  
in active markets 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  
-
-
-
-
2,217  
(46)  
(26)  
72  
-
-
-
-
-
2,217  
(46)  
(26)  
72  
2,575  
2,575  
-
Total  
2,575  
2,217  
-
4,792  
As of December 31, 2010  
(M)  
Quoted prices Prices based  
in active markets 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  
-
-
-
-
1,916  
56  
6
(109)  
-
-
-
-
-
-
1,916  
56  
6
(109)  
3,631  
3,631  
Total  
3,631  
1,869  
-
5,500  
The description of each fair value level is presented in Note 1 paragraph M (v) to the Consolidated Financial Statements.  
266  
TOTAL. Registration Document 2012  
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, 2012  
(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  
(26)  
-
(2)  
(18)  
(6)  
5
(26)  
-
(2)  
(18)  
(6)  
5
Options on futures  
Total crude oil, petroleum products and freight rates  
(47)  
(47)  
Gas & Power activities  
Swaps  
(17)  
291  
(2)  
(17)  
291  
(2)  
Forwards(a)  
Options  
Futures  
-
-
Total Gas & Power  
272  
225  
272  
225  
-
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 in the balance sheet,  
this fair value is set to zero.  
As of December 31, 2011  
(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)  
3
-
(16)  
(4)  
3
-
(16)  
(4)  
Options  
Futures  
Options on futures  
(14)  
(6)  
(14)  
(6)  
Total crude oil, petroleum products and freight rates  
(37)  
(37)  
Gas & Power activities  
Swaps  
57  
452  
(3)  
57  
452  
(3)  
Forwards(a)  
Options  
Futures  
-
-
Total Gas & Power  
506  
469  
506  
469  
-
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 in the balance sheet,  
this fair value is set to zero.  
Registration Document 2012. TOTAL  
267  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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 in 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  
012  
2
(37)  
1,694  
(1,705)  
1
(47)  
2
2
011  
010  
38  
(28)  
1,572  
1,556  
(1,648)  
(1,488)  
1
(2)  
(37)  
38  
Gas & Power activities  
2012  
506  
588  
(825)  
3
272  
2
2
011  
010  
(98)  
134  
899  
410  
(295)  
(648)  
0
6
506  
(98)  
268  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
The fair value hierarchy for financial instruments related to commodity contracts is as follows:  
As of December 31, 2012  
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  
5
(52)  
(52)  
324  
-
-
(47)  
272  
Total  
(47)  
272  
-
225  
As of December 31, 2011  
(M)  
Quoted prices Prices based  
in active markets on observable  
for identical data  
assets  
Prices based  
on non  
Total  
observable  
data  
(level 2)  
(level 1)  
(level 3)  
Crude oil, petroleum products and freight rates activities  
Gas & Power activities  
(38)  
(44)  
1
550  
-
-
(37)  
506  
Total  
(82)  
551  
-
469  
As of December 31, 2010  
(M)  
Quoted prices Prices based  
in active markets on observable  
for identical data  
assets  
Prices based  
on non  
Total  
observable  
data  
(level 2)  
(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)  
The description of each fair value level is presented in Note 1 paragraph M (v) to the Consolidated Financial Statements.  
31) Financial risks management  
Oil and gas market related risks  
The Trading & Shipping division measures its market risk exposure,  
i.e. potential loss in fair values, on its crude oil, refined products and  
freight rates trading activities using a value-at-risk technique.  
This technique is based on an historical model and makes an assessment  
of the market risk arising from possible future changes in market  
values over a 24-hour period. The calculation of the range  
of potential changes in fair values takes into account a snapshot  
of the end-of-day exposures and the set of historical price movements  
for the last 400 business days for all instruments and maturities  
in the global trading activities. Options are systematically re-evaluated  
using appropriate models.  
Due to the nature of its business, the Group has significant oil and  
gas trading activities as part of its day-to-day operations in order  
to optimize revenues from its oil and gas production and to obtain  
favorable pricing to supply its refineries.  
In its international oil trading business, the Group follows a policy  
of not selling its future production. However, in connection with  
this trading business, the Group, like most other oil companies,  
uses energy derivative instruments to adjust its exposure to price  
fluctuations of crude oil, refined products, natural gas, 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 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.  
Trading & Shipping: value-at-risk with a 97.5% probability  
As of December 31,  
(
M)  
High  
13.0  
Low  
3.8  
Average  
7.4  
Year end  
5.5  
2012  
2
2
011  
010  
10.6  
23.1  
3.7  
3.4  
6.1  
8.9  
6.3  
3.8  
Registration Document 2012. TOTAL  
269  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
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  
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  
20.9  
Low  
2.6  
Average  
7.4  
Year end  
2.8  
2012  
2
2
011  
010  
21.0  
13.9  
12.7  
2.7  
16.0  
6.8  
17.6  
10.0  
The Group has implemented strict policies and procedures to manage  
and monitor these market risks. These are based on the separation  
of control and front-office functions and on an integrated information  
system that enables real-time monitoring of trading activities.  
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 set for each bank and is allotted  
among the subsidiaries and the Group’s central treasury entities  
according to their needs.  
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.  
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  
Financial markets related risks  
The Group seeks to minimize the currency exposure of each entity  
to its functional currency (primarily the euro, the dollar, the Canadian  
dollar, the pound sterling and the Norwegian krone).  
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 mainly interest rate and currency swaps. The Group may also  
occasionally use futures contracts and options. These operations  
and their accounting treatment are detailed in Notes 1 paragraph  
M, 20, 28 and 29 to the Consolidated Financial Statements.  
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.  
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, deposit banks, or major companies  
through deposits, reverse repurchase agreements and purchase  
of commercial paper. Liquidity positions and the management  
of financial instruments are centralized by the Treasury Department,  
where they are managed by a team specialized in foreign exchange  
and interest rate market transactions.  
With respect to currency exposure linked to non-current assets  
booked in a currency other than the euro, the Group has a policy  
of reducing the related currency exposure by financing these assets  
in the same currency.  
Net short-term currency exposure is periodically monitored against  
limits set by the Group’s senior management.  
The non-current debt described in Note 20 to the Consolidated  
Financial Statements is generally raised by the corporate treasury  
entities either directly in dollars, in euros or in Canadian dollars,  
or in other currencies which are then exchanged for dollars or euros  
through swaps issues to appropriately match general corporate needs.  
The proceeds from these debt issuances are loaned to affiliates  
whose accounts are kept in dollars, in Canadian dollars or in euros.  
Thus, the net sensitivity of these positions to currency exposure  
is not significant.  
The Cash Monitoring-Management Unit within the Treasury Department  
monitors limits and positions per bank on a daily basis and results  
of the Front Office. This unit also prepares marked-to-market  
valuations of used financial instruments and, when necessary,  
performs sensitivity analysis.  
The Group’s short-term currency swaps, the notional value of which  
appears in Note 29 to the Consolidated Financial Statements,  
are used to attempt to optimize the centralized cash management  
of the Group. Thus, the sensitivity to currency fluctuations which  
may be induced is likewise considered negligible.  
Counterparty risk  
The Group has established standards for market transactions under  
which bank counterparties must be approved in advance, based on  
an assessment of the counterparty’s financial soundness (multi-criteria  
270  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Short-term interest rate exposure and cash  
Interest rate risk on non-current debt  
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 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, in euros or in Canadian  
dollars 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.  
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, 2012, 2011 and 2010.  
Change in fair value  
due to a change  
in interest rate by:  
Assets/(Liabilities)  
Carrying  
amount  
Estimated  
fair value  
+10 basis  
points  
-10 basis  
points  
(M)  
As of December 31, 2012  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease obligations)  
Other interest rates swaps  
(21,346)  
(11)  
1,626  
1,615  
4,251  
-
(21,545)  
(11)  
1,626  
1,615  
4,251  
-
97  
-
-
(58)  
4
2
(97)  
-
-
58  
(4)  
(2)  
-
Currency swaps and forward exchange contracts  
(50)  
(50)  
-
As of December 31, 2011  
Bonds (non-current portion, before swaps)  
Swaps hedging fixed-rates bonds (liabilities)  
Swaps hedging fixed-rates bonds (assets)  
Total swaps hedging fixed-rates bonds (assets and liabilities)  
Current portion of non-current debt after swap (excluding capital lease obligations)  
Other interest rates swaps  
(21,402)  
(146)  
1,976  
1,830  
3,488  
(1)  
(22,092)  
(146)  
1,976  
1,830  
3,488  
(1)  
83  
-
-
(49)  
3
3
(83)  
-
-
49  
(3)  
(3)  
-
Currency swaps and forward exchange contracts  
47  
47  
-
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 (excluding capital lease obligations)  
Other interest rates swaps  
(20,019)  
(178)  
1,870  
1,692  
3,483  
(2)  
(20,408)  
(178)  
1,870  
1,692  
3,483  
(2)  
86  
-
-
(59)  
4
3
(84)  
-
-
59  
(4)  
(3)  
-
Currency swaps and forward exchange contracts  
(101)  
(101)  
-
Registration Document 2012. TOTAL  
271  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
The impact of changes in interest rates on the cost of net debt before tax is as follows:  
For the year ended December 31,  
(M)  
2012  
2011  
2010  
Cost of net debt  
(571)  
(440)  
(334)  
Interest rate translation of:  
+
-
+
-
10 basis points  
10 basis points  
100 basis points  
100 basis points  
(11)  
11  
(106)  
106  
(10)  
10  
(103)  
103  
(11)  
11  
(107)  
107  
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, the Norwegian  
krone and the Canadian dollar.  
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, 2012  
1.32  
0.82  
As of December 31, 2011  
As of December 31, 2010  
1.29  
1.34  
0.84  
0.86  
As of December 31, 2012  
Total  
Euro  
Dollar  
Pound  
Other currencies  
(M)  
sterling  
and equity affiliates  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
74,400  
45,999  
22,510  
4,651  
1,240  
before net investment hedge  
(1,488)  
-
-
-
(781)  
-
(823)  
-
116  
-
Net investment hedge - open instruments  
Shareholders’ equity at exchange rate  
as of December 31, 2012  
72,912  
45,999  
21,729  
3,828  
1,356  
As of December 31, 2011  
Total  
Euro  
Dollar  
Pound  
Other currencies  
(M)  
sterling  
and equity affiliates  
Shareholders’ equity at historical exchange rate  
Currency translation adjustment  
69,025  
41,396  
21,728  
4,713  
1,188  
before net investment hedge  
(962)  
(26)  
-
-
127  
(25)  
(923)  
(1)  
(166)  
-
Net investment hedge - open instruments  
Shareholders’ equity at exchange rate  
as of December 31, 2011  
68,037  
41,396  
21,830  
3,789  
1,022  
As of December 31, 2010  
Total  
Euro  
Dollar  
Pound  
Other currencies  
(M)  
sterling  
and equity affiliates  
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 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 (a gain of 26 million  
in 2012, a gain of 118 million in 2011, nil result in 2010).  
272  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Stock market risk  
As of December 31, 2012, these lines of credit amounted  
to $10,519 million, of which $10,463 million was unused.  
The Group holds interests in a number of publicly-traded companies  
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, 2012, the aggregate amount  
of the principal confirmed lines of credit granted by international banks  
to Group companies, including TOTAL S.A., was $11,328 million,  
of which $10,921 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.  
(
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.  
Liquidity risk  
TOTAL S.A. has confirmed lines of credit granted by international  
banks, which are calculated to allow it to manage its short-term  
liquidity needs as required.  
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2012, 2011 and 2010 (see Note 20  
to the Consolidated Financial Statements).  
As of December 31, 2012  
Assets/(Liabilities)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
(M)  
Non-current financial debt  
notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Assets and liabilities available  
for sale or exchange  
(
-
(11,016)  
(176)  
(3,832)  
(3,465)  
(2,125)  
(3,126)  
(8,100)  
(20,648)  
(11,016)  
(176)  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,562  
1,562  
(756)  
15,469  
-
-
-
-
-
-
-
-
-
-
(756)  
15,469  
Cash and cash equivalents  
Net amount before financial expense  
5,083  
(3,832)  
(3,465)  
(2,125)  
(3,126)  
(8,100)  
(15,565)  
Financial expense on non-current financial debt (746)  
(625)  
335  
(519)  
225  
(405)  
106  
(352)  
62  
(1,078)  
(37)  
(3,725)  
1,062  
Interest differential on swaps  
371  
Net amount  
4,708  
(4,122)  
(3,759)  
(2,424)  
(3,416)  
(9,215)  
(18,228)  
As of December 31, 2011  
Assets/(Liabilities)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
(M)  
Non-current financial debt  
notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Cash and cash equivalents  
(
-
(9,675)  
(167)  
700  
14,025  
(4,492)  
(3,630)  
(3,614)  
(1,519)  
(7,326)  
(20,581)  
(9,675)  
(167)  
700  
14,025  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net amount before financial expense  
4,883  
(4,492)  
(3,630)  
(3,614)  
(1,519)  
(7,326)  
(15,698)  
Financial expense on non-current financial debt (785)  
(691)  
331  
(521)  
221  
(417)  
120  
(302)  
55  
(1,075)  
44  
(3,791)  
1,091  
Interest differential on swaps  
320  
Net amount  
4,418  
(4,852)  
(3,930)  
(3,911)  
(1,766)  
(8,357)  
(18,398)  
Registration Document 2012. TOTAL  
273  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
As of December 31, 2010  
Assets/(Liabilities)  
Less than  
one year  
1-2 years  
2-3 years  
3-4 years  
4-5 years  
More than  
5 years  
Total  
(M)  
Non-current financial debt  
notional value excluding interests)  
Current borrowings  
Other current financial liabilities  
Current financial assets  
Cash and cash equivalents  
(
-
(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  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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)  
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  
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”).  
(“Guarantees given against borrowings”).  
The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2012, 2011 and 2010 (see Note 28  
to the Consolidated Financial Statements).  
As of December 31  
(M)  
Assets/(Liabilities)  
2012  
2011  
2010  
Accounts payable  
Other operating liabilities  
including financial instruments related to commodity contracts  
Accounts receivable, net  
Other operating receivables  
(21,648)  
(5,904)  
(482)  
19,206  
6,158  
707  
(22,086)  
(5,441)  
(606)  
20,049  
7,467  
(18,450)  
(3,574)  
(559)  
18,159  
4,407  
499  
including financial instruments related to commodity contracts  
1,074  
Total  
(2,188)  
(11)  
542  
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)  
2012  
2011  
2010  
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)  
2,360  
2,207  
1,626  
19,206  
6,158  
1,562  
15,469  
2,246  
2,055  
1,976  
20,049  
7,467  
700  
2,383  
1,596  
1,870  
18,159  
4,407  
1,205  
14,489  
Cash and cash equivalents (note 27)  
14,025  
Total  
48,588  
48,518  
44,109  
274  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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.  
Each entity also implements monitoring of its outstanding receivables.  
Risks related to credit may be mitigated or limited by subscription  
of credit insurance and/or requiring security or guarantees.  
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, 2012, the net amount received  
as part of these margin calls was 1,635 million (against 1,682 million  
as of December 31, 2011 and 1,560 million as of December 31, 2010).  
Bad debts are provisioned on a case-by-case basis at a rate  
determined by management based on an assessment of the risk  
of credit loss.  
Refining & Chemicals segment  
-
Refining & Chemicals  
Credit risk is managed by the Group’s business segments as follows:  
Credit risk 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:  
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.  
- implementation of credit limits with different authorization  
procedures for possible credit overruns;  
- use of insurance policies or specific guarantees (letters of credit);  
- regular monitoring and assessment of overdue accounts (aging  
balance), including collection procedures; and  
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.  
-
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).  
Customer receivables are subject to provisions on a case-by-case  
basis, based on prior history and management’s assessment  
of the facts and circumstances.  
-
Trading & Shipping  
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.  
-
Gas & Power  
Gas & Power 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.  
The Trading & Shipping division has a strict policy of internal  
delegation of authority governing establishment of country  
and counterparty credit limits and approval of specific  
transactions. Credit exposures contracted under these limits  
and approvals are monitored on a daily basis.  
The creditworthiness of counterparties is assessed based  
on an analysis of quantitative and qualitative data regarding  
financial standing and business risks, together with the review  
of any relevant third party and market information, such as data  
published by rating agencies. On this basis, credit limits are  
defined for each potential counterparty and, where appropriate,  
transactions are subject to specific authorizations.  
Potential counterparties are subject to credit assessment and  
approval prior to any transaction being concluded and all active  
counterparties are subject to regular reviews, including re-appraisal  
and approval of granted limits. The creditworthiness of counterparties  
is assessed based on an analysis of quantitative and qualitative  
data regarding financial standing and business risks, together  
with the review of any relevant third party and market information,  
such as ratings published by Standard & Poor’s, Moody’s  
Investors Service and other agencies.  
Credit exposure, which is essentially an economic exposure  
or an expected future physical exposure, is permanently monitored  
and subject to sensitivity measures.  
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 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.  
Marketing & Services segment  
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.  
Internal procedures for the Supply & 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.).  
Registration Document 2012. TOTAL  
275  
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.  
damages pursuant to two of the above mentioned legal  
proceedings. TOTAL S.A. was summoned to serve notice  
of the dispute before the German court. At this point, the probability  
to have a favorable verdict and the financial impacts of these  
proceedings remain uncertain due to the number of legal difficulties  
they give rise to, the lack of documented claims and evaluations  
of the alleged damages.  
Antitrust investigations  
The principal antitrust proceedings in which the Group’s companies  
are involved are described thereafter.  
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.  
Refining & Chemicals segment  
As part of the spin-off of Arkema(1) in 2006, TOTAL S.A. and certain  
other Group companies agreed to grant Arkema a guarantee  
for potential monetary consequences related to antitrust proceedings  
arising from events prior to the spin-off.  
This guarantee covers, for a period of ten years from the date  
of the spin-off, 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  
Within the framework of all of the legal proceedings described  
above, a 17 million reserve remains booked in the Group’s  
Consolidated Financial Statements as of December 31, 2012.  
Marketing & Services segment  
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 this guarantee, in Europe.  
– 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 20.25 million in 2006, for which TOTAL S.A. was held  
jointly liable for 13.5 million. TOTAL S.A. lodged an appeal  
against this decision that was dismissed end of September 2012.  
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 a product line of the  
Marketing & Services segment, 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. The appeal against this decision lodged by the Group  
is still pending before the relevant European court.  
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, this guarantee will become void.  
In the United States, civil liability lawsuits, for which TOTAL S.A.  
has been named as the parent company, are closed without  
significant impact on the Group’s financial position.  
– In addition, the civil proceedings against TOTAL S.A., Total  
Raffinage Marketing and other companies initiated before UK  
and Dutch courts by third parties for alleged damages in connection  
with the prosecutions brought by the European Commission  
are ongoing. At this point, the probability to have a favorable verdict  
and the financial impacts of these procedures remain uncertain  
due to the number of legal difficulties they gave rise to, the lack  
of documented claims and evaluations of the alleged damages.  
In Europe, since 2006, the European Commission has fined  
companies of the Group in its configuration prior to the spin-off  
following five investigations launched by the European Commission  
between 2000 and 2004, four of which are closed, the fifth is  
on hold a pending decision following the appeal of Arkema  
and the concerned companies of the Group.  
Within the framework of the legal proceedings described above,  
a 30 million reserve is booked in the Group’s Consolidated Financial  
Statements as of December 31, 2012.  
In financial terms, the fines imposed by the European Commission  
following the five investigations reach an overall amount  
of 385.47 million, entirely settled as of today. As a result, once  
the threshold provided for by the guarantee is deducted, the overall  
amount assumed and paid by the Group since the spin-off  
in accordance with the guarantee amounted to 188.07 million ,  
to which an amount of 31.31 million of interest has been added.  
These amounts were not modified during the 2012 financial year.  
Whatever the evolution of the proceedings described above, the Group  
believes that their outcome should not have a material adverse  
effect on the Group’s financial situation or consolidated results.  
(2)  
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  
In addition, civil proceedings against Arkema and other groups  
of companies were initiated in 2009 and 2011, respectively,  
before German and Dutch courts by third parties for alleged  
(
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.  
276  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
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.  
A compensation mechanism for victims was set up immediately  
following the explosion. 2.3 billion was paid for the compensation  
of claims and related expenses amounts. As of December 31, 2012,  
a 17 million reserve was recorded in the Group’s consolidated  
balance sheet.  
Buncefield  
This plant has been closed and individual assistance packages  
have been provided for employees. The site has been rehabilitated.  
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  
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 remediation  
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.  
(
HOSL), a company in which TOTAL’s UK subsidiary holds 60%  
and another oil group holds 40%.  
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 Appeal,  
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. TOTAL’s  
UK subsidiary finally decided to withdraw from this recourse due  
to settlement agreements reached in mid-February 2011.  
After having articulated several hypotheses, the Court appointed  
experts did not maintain in their final report filed on May 11, 2006,  
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.  
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 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, 2012,  
stands at 1 million after taking into account the payments  
previously made.  
On July 9, 2007, the investigating magistrate 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 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.  
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 Mr. Thierry Desmarest,  
Chairman and CEO at the time of the disaster were inadmissible.  
In addition, on December 1, 2008, the Health and Safety Executive  
(
HSE) and the Environment Agency (EA) issued a Notice of prosecution  
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.  
against five companies, including TOTAL ’s UK subsidiary. By a judgment  
on July 16, 2010, the subsidiary was fined £3.6 million and paid it.  
The decision takes into account a number of elements that have  
mitigated the impact of the charges brought against it.  
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.  
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 classification firm, the Erika’s owner and the Erika’s manager.  
By its decision of September 24, 2012, the Court of Appeal  
of Toulouse (Cour d’appel de Toulouse) upheld the lower court  
verdict pursuant to which the summonses against TOTAL S.A.  
and Mr. Thierry Desmarest were determined to be inadmissible.  
This element of the decision has been appealed by certain third  
parties before the French Supreme Court (Cour de cassation).  
The Court of Appeal considered, however, that the explosion was  
the result of the chemical accident described by the court-  
appointed experts. Accordingly, it convicted the former Plant  
Manager and Grande Paroisse. This element of the decision has  
been appealed by the former Plant Manager and Grande Paroisse  
before the French Supreme Court (Cour de cassation), which has  
the effect of suspending their criminal sentences.  
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-two third  
Registration Document 2012. TOTAL  
277  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
parties have been compensated for an aggregate amount  
of 171.5 million.  
of business in Iran, by certain oil companies including, among  
others, TOTAL.  
By a decision dated March 30, 2010, the Cour d’appel de 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).  
The inquiry concerns an agreement concluded by the Company  
with consultants concerning gas fields 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. The Company  
fully cooperates with these investigations.  
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.  
Since 2010, the Company has been in discussions with U.S. authorities  
(
DoJ and SEC) to consider, as it is often the case in these kinds  
TOTAL challenged the criminal law-related of this decision before  
the French Supreme Court (Cour de cassation).  
of proceedings, an out-of-court settlement, which would terminate  
the investigation in exchange for TOTAL respecting a number  
of obligations, including the payment of a fine and civil compensation,  
without admission of guilt.  
By a decision dated September 25, 2012, the Cour de cassation  
has dismissed the appeal lodged by TOTAL S.A. and upheld  
the conviction of marine pollution. The Cour de cassation also  
quashed the appeal judgment and ruled that TOTAL S.A. bears civil  
liability. Consequently, TOTAL S.A. has been declared severally  
liable together with the Erika’s inspection and classification firm,  
owner and manager to compensate the damages allocated to third  
parties by the Cour d’appel de Paris in 2010.  
U.S. authorities have proposed draft agreements that could be  
accepted by TOTAL. Consequently, and although discussions have  
not yet been finalized, a provision of $398 million, unchanged since  
its booking as of June 30, 2012, reflecting the best estimate  
of potential costs associated with the resolution of these proceedings,  
remains booked in the Group’s Consolidated Financial Statements  
as of December 31, 2012.  
Nearly all the damages allocated to third parties have already been  
paid. Consequently, the decision of the Cour de cassation did not  
give rise to a significant financial impact for the Group.  
In this same affair, TOTAL and its Chief Executive Officer,  
President of the Middle East at the time of the facts, have been  
placed under formal investigation, following a judicial inquiry initiated  
in France in 2006.  
Blue Rapid and the Russian Olympic Committee -  
Russian regions and Interneft  
At this point, the Company considers that the resolution of these  
cases is not expected to have a significant impact on the Group’s  
financial situation or consequences on its future planned operations.  
Blue Rapid, a Panamanian company, and the Russian Olympic  
Committee filed a claim for damages with the Paris Commercial  
Court against Elf Aquitaine, alleging a so-called non-completion  
by a former subsidiary of Elf Aquitaine of a contract related to  
an exploration and production project in Russia negotiated in  
the early 1990s. Elf Aquitaine believed this claim to be unfounded  
and opposed it. On January 12, 2009, the Commercial Court  
of Paris rejected Blue Rapid’s claim against Elf Aquitaine and found  
that the Russian Olympic Committee did not have standing in  
the matter. Blue Rapid and the Russian Olympic Committee appealed  
this decision. On June 30, 2011, the Court of Appeal of Paris  
dismissed as inadmissible the claim of Blue Rapid and the Russian  
Olympic Committee against Elf Aquitaine, notably on the grounds  
of the contract’s termination. Blue Rapid and the Russian Olympic  
Committee appealed this decision to the French Supreme Court.  
Libya  
In June 2011, the United States Securities and Exchange Commission  
(SEC) issued to certain oil companies - including, among others,  
TOTAL - a formal request for information related to their operations  
in Libya. TOTAL is cooperating with this non public investigation.  
Oil-for-Food Program  
Several countries have launched investigations concerning possible  
violations related to the United Nations (UN) Oil-for-Food Program  
in Iraq.  
Pursuant to a French criminal investigation, certain current or former  
Group Employees were placed under formal criminal investigation  
for possible charges as accessories to the misappropriation  
of Corporate assets and as accessories to the corruption of foreign  
public agents. The Chairman and Chief Executive Officer  
In connection with the same facts, and fifteen years after the termination  
of the exploration and production contract, a Russian company,  
which was held not to be the contracting party to the contract,  
and two regions of the Russian Federation which were not even  
parties to the contract, have launched an arbitration procedure  
against the aforementioned former subsidiary of Elf Aquitaine  
that was liquidated in 2005, claiming alleged damages of U.S.$  
of the Company, formerly President of the Group’s Exploration  
&
Production division, was also placed under formal investigation  
in October 2006. In 2007, the criminal investigation was closed  
and the case was transferred to the Prosecutor’s office. In 2009,  
the Prosecutor’s office recommended to the investigating magistrate  
that the case against the Group’s current and former employees  
and TOTAL’s Chairman and Chief Executive Officer not be pursued.  
22.4 billion. For the same reasons as those successfully adjudicated  
by Elf Aquitaine against Blue Rapid and the Russian Olympic  
Committee, the Group considers this claim to be unfounded  
as to a matter of law or fact. The Group has lodged a criminal  
complaint to denounce the fraudulent claim which the Group  
believes it is a victim of and, has taken and reserved its rights  
to take other actions and measures to defend its interests.  
In early 2010, despite the recommendation of the Prosecutor’s  
office, a new investigating magistrate, 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 introduced.  
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  
278  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
In October 2010, the Prosecutor’s office recommended  
As from April 6, 2012, teams comprised of TOTAL experts and  
specialists engaged by the Group conducted numerous missions  
to the Elgin platform in order to prepare and implement the intervention  
plans for controlling the leak.  
to the investigating magistrate that the case against TOTAL S.A.,  
the Group’s current and former employees and TOTAL’s Chairman  
and Chief Executive Officer not be pursued. However, by ordinance  
notified in early August 2011, the investigating magistrate on the matter  
decided to send the case to trial. The hearings began in late  
January 2013 and are expected to end in late February 2013.  
On May 21, 2012, Total E&P UK Ltd confirmed, following five days  
of close monitoring, the success of the intervention conducted  
on May 15, 2012 to stop the gas leak of the G4 well. Injecting  
heavy mud into the G4 well allowed the regaining of control over  
the well. Five cement plugs were placed in the well between  
June and October 2012.  
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.  
The works continue for a restart of the production of Elgin, Franklin  
and West Franklin in the first quarter of 2013. The investigations  
of the British authorities and TOTAL to understand the reasons  
for the accident and draw the proper lessons from them are in progress.  
Italy  
The loss of production from these three fields (Group share)  
is approximately 39 kboe/d in 2012, equivalent to less than 2%  
of the Group’s production.  
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 an oil  
field. On February 16, 2009, as a preliminary measure before  
the proceedings go before the Court, the preliminary investigation  
judge of Potenza served notice to Total Italia of a decision that would  
suspend the concession for this field for one year. Total Italia has  
appealed the decision by the preliminary investigation judge before  
the Court of Appeal of Potenza. In a decision dated April 8, 2009,  
the Court reversed the suspension of the concession and appointed  
for one year, i.e. until February 16, 2010, a judicial administrator  
to supervise the operations related to the development of the  
concession, allowing the Tempa Rossa project to continue.  
The cost of actions taken to resolve the situation on the well G4  
are mostly covered by insurance guarantees in place.  
The wells that will not be restarted were totally written-off in 2012  
and the provisions to hedge the costs of abandonments of these  
wells were updated.  
These elements represent a charge of 256 million ($329 million)  
on the net operating income of the Group as of December 31, 2012.  
Total E&P UK Ltd is the operator of the Elgin, Franklin and West  
Franklin fields and the Group holds an interest of 46.17% since  
the end of 2011 via the Elgin Franklin Oil & Gas (EFOG) company.  
The criminal investigation was closed in the first half of 2010.  
In May 2012, the Judge of the preliminary hearing decided to dismiss  
the charges for some of the Group’s employees and refer the case  
for trial for a reduced number of charges. The trial started  
on September 26, 2012.  
Nigeria (OML 58)  
On April 3, 2012, Total E&P Nigeria Ltd (TEPNG), a subsidiary  
of the Group, was informed about water and gas resurgence points  
observed in an uninhabited area close to its onshore gas production  
facilities on the OML 58 license. This event was the consequence  
of a technical incident that occurred March 20, 2012 on the Ibewa  
gas production site: a gas producing well (IBW16) was intersected  
during the drilling operations of a new well (OB127b), which resulted  
in gas flowing from the production well into intermediate geological  
layers. The Obite treatment gas plant was stopped and the other  
wells shut down and secured.  
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.  
Rivunion  
On July 9, 2012, the Swiss Tribunal Fédéral (Switzerland’s Supreme  
Court) rendered its decision against Rivunion, a wholly-owned  
subsidiary of Elf Aquitaine, confirming a tax reassessment in the amount  
of CHF 171 million (excluding interest for late payment, yet to be  
calculated by the competent authorities). According to the Tribunal,  
Rivunion was held liable as tax collector of withholding taxes owed  
by the beneficiaries of taxable services. Rivunion, in liquidation since  
March 12, 2002, unable to recover the amounts corresponding  
to the withholding taxes in restitution from said beneficiaries in order  
to meet its fiscal obligations, has been subject to insolvency  
proceedings since November 1, 2012.  
In close collaboration with representatives of the local communities  
and the Nigerian authorities, all necessary means to ensure the protection  
of nearby communities and personnel and to limit the impact  
on the environment have been immediately mobilized. Very important  
technical means, as well as experts of the Group and specialized  
companies have also been mobilized on site to regain control  
of the well and stop the flow of gas.  
On May 18, 2012, TEPNG confirmed the success of the intervention  
conducted on the Ibewa 16 well to stop the gas leak. Cement plugs  
have been set to ensure the isolation of the reservoir. The activity  
of the gas resurgences decreased in intensity immediately after  
this intervention, and stopped within a few days. TOTAL teams  
are still maintaining a regular monitoring of the water and air quality.  
A comprehensive review of the environmental impact is underway  
in liaison with the authorities.  
Elgin  
Following a gas leak starting on March 25, 2012, on the G4 well  
from the well-platform of the Elgin field in the North Sea (United  
Kingdom), the production from the Elgin, Franklin and West Franklin  
fields was stopped and the site’s personnel was evacuated. No injuries  
to personnel occurred and the environmental impact was very limited.  
The Obite gas treatment plant was restarted, with the exception  
of wells damaged by the incident, and gas production from the site  
was resumed, finding a level close to the pre-incident levels up until  
the October 7, 2012.  
Total E&P UK Ltd immediately launched its emergency response  
plan and mobilized crisis management teams. The Group also  
mobilized international well control experts.  
Registration Document 2012. TOTAL  
279  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
The actions taken to solve the situation on OML 58 led to a charge  
of 25 million ($32 million) in the net operating income of the Group  
at 31 December, 2012.  
Total E&P Nigeria Ltd operates the OML 58 license as part  
of the joint venture between TOTAL and the Nigerian National  
Petroleum Corporation, and holds a 40% stake in this permit.  
Severe flooding which has affected a large part of the Nigeria during  
the third term of the year have also affected the operations of Total  
E&P Nigeria Ltd. OML58 production facilities were shut-down from  
October 7 to November 11, 2012. Gas production was compensated  
from other fields (offshore). Total E&P Nigeria Ltd has mobilized  
important logistic means during this period in order to assist local  
communities.  
Yemen  
The Yemen LNG company (39.62%) underwent since March 30,  
2012 eight acts of sabotage on the 38 inch gas pipeline that links  
Block 18 to the Balhaf facility on the Gulf of Aden, resulting  
in production losses of almost 24% compared to the budget.  
These acts of sabotage have led to short-term production stops  
of LNG. Prompt repairs permitted to limit the number of shipments  
cancelled accordingly. Safety and monitoring measures were  
strengthened along the gas pipeline and around the LNG plant.  
The total impact of the loss of production generated by the above  
incidents (Group share) is approximately 13 kboe/d in 2012.  
33) Other information  
Research and development costs incurred by the Group in 2012  
amounted to 805 million (776 million in 2011 and 715 million  
in 2010), corresponding to 0.4% of the sales.  
The staff dedicated in 2012 to these research and development activities  
are estimated at 4,110 people (3,946 in 2011 and 4,087 in 2010).  
34) Changes in progress in the Group structure  
Upstream  
This transaction remains subject to the approval by the relevant  
authorities. At December 31, 2012 the assets and liabilities  
have been respectively classified in the consolidated balance  
sheet in “assets classified as held for sale” for an amount of  
-
TOTAL announced in July 2012 that it has acquired an additional  
% interest in the Ichthys Liquefied Natural Gas (LNG) project  
6
from its partner INPEX. TOTAL’s overall equity stake in the Ichthys  
LNG project will increase from 24% to 30%. The transaction  
remains subject to approval by the relevant authorities.  
1,653 million and “liabilities directly associated with assets  
classified as held for sale” for an amount of 502 million. The  
assets concerned mainly include tangible assets for an amount  
of 1,303 million.  
TOTAL announced in August 2012 the signature of an agreement  
with INPEX concerning the sale of a 9.99% indirect interest  
in offshore Angola Block 14. This transaction remains subject  
to agreement by the relevant authorities.  
TOTAL is engaged in a process to sell its 25% interest in the Tempa  
Rossa field in Italy. At December 31, 2012 the assets have been  
classified in the consolidated balance sheet in “assets classified  
as held for sale” for an amount of 465 million. The assets  
concerned include intangible assets for an amount of 249 million  
and tangible assets for an amount of 216 million.  
TOTAL announced in February 2013 that it had entered into  
exclusive negotiations with a consortium comprising Snam, EDF  
and GIC (Government of Singapore Investment Corporation),  
having received a firm offer to acquire 100% of the outstanding  
shares of Transport et Infrastructures Gaz France (TIGF). In October  
TOTAL had announced to the representatives of the staff of TIGF  
the search for a potential buyer capable of assuring the development  
of TIGF. At December 31, 2012 the assets and liabilities  
of the company have been respectively classified in the consolidated  
balance sheet in “assets classified as held for sale” for an amount  
of 1,430 million and “liabilities directly associated with assets  
classified as held for sale” for an amount of 880 million. The assets  
and liabilities concerned mainly include tangible assets for an amount  
of 1,245 million and non-current financial debt for an amount  
of 793 million.  
Refining & Chemicals  
– TOTAL announced in February 2013 that it had received a firm  
offer from the Borealis Group for its fertilizing businesses in Europe.  
This offer will now be presented to the employee representatives  
concerned, as part of the information and consultation procedures.  
TOTAL has put up for sale its interest in the Upstream  
in Trinidad & Tobago. At December 31, 2012 the assets  
and liabilities have been respectively classified in the consolidated  
balance sheet in “assets classified as held for sale” for an amount  
of 249 million and “liabilities directly associated with assets  
classified as held for sale” for an amount of 99 million.  
The assets concerned mainly include tangible assets for an amount  
of 228 million.  
TOTAL announced in November 2012 the finalization of an  
agreement for the sale in Nigeria of its 20% interest in Block OML 138  
to a subsidiary of China Petrochemical Corporation (Sinopec).  
280  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
Registration Document 2012. TOTAL  
281  
Consolidated Financial Statements  
9
Notes to the Consolidated Financial Statements  
35) Consolidation scope  
As of December 31, 2012, 883 entities are consolidated of which 803 are fully consolidated,  
and 80 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 : 4.6%  
TOTAL S.A.  
100%  
Elf Aquitaine  
100%)  
(
100%  
TOTAL subsidiaries  
100%  
TOTAL E & P Kazakhstan  
TOTAL E & P Nurmunai  
TOTAL E & P Nigeria S.A.S.  
Total Upstream Nigeria Ltd  
TOTAL Coal South Africa Ltd  
CDF Energie  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(30.3%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
Elf Exploration Production  
(100%)  
TOTAL Venezuela  
6
5.8%  
34.2%  
53.2%  
16.9%  
29.9%  
Petrocedeño  
TOTAL E & P USA, Inc.  
TOTAL E & P Chine  
TOTAL E & P Malaysia  
TOTAL E & P Australia  
TOTAL GLNG Australia  
TOTAL E & P Maroc  
TOTAL E & P Mauritanie  
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 Gaz & Energies Nouvelles Holding  
Géosud  
Gaz Transport et Technigaz  
TOTAL Energie Solaire Concentrée  
TOTAL Abengoa Solar Emirates Investment  
Company  
TOTAL E & P Holding Ichtys  
Ichthys LNG Ltd  
TOTAL (China) Investments  
TOTAL Refining Saudi Arabia S.A.S.  
Saudi Aramco Total Refining & Petrochemical  
Company  
Chartering & Shipping Services S.A.  
Atlantic Trading & Marketing  
Total Trading Canada Limited  
Cray Valley S.A.  
Total Raffinage-Chimie  
Hutchinson S.A.  
Total Petrochemicals Iberica  
Total Raffinage France  
Total Petrochemicals & Refining  
TOTAL Oil Asia-Pacific Pte Ltd  
Omnium Reinsurance Company SA  
TOTAL Gestion USA  
TOTAL Holdings USA, Inc.  
TOTAL Delaware Inc  
TOTAL Petrochemicals & Refining USA (100%)  
TOTAL Gas & Power North America (100%)  
Hutchinson Corporation  
TOTAL Capital  
TOTAL Capital International  
TOTAL Treasury  
TOTAL Finance  
TOTAL Finance Exploitation  
TOTAL Capital Canada Ltd  
TOTAL E & P HOLDINGS  
(100%)  
TOTAL HOLDINGS EUROPE  
(100%)  
TOTAL E & P Russie  
TOTAL E & P Yamal  
(100%)  
(100%)  
(32.3%) E  
(100%)  
(15.3%) E  
(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%)  
(17.0%) E  
(16.7%) E  
(100%)  
(39.6%) E  
(100%)  
(100%)  
(100%)  
(24.5%) E  
(100%)  
TOTAL Holdings UK Ltd  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
TOTAL Upstream UK Ltd  
TOTAL Midstream UK Ltd  
Total Gas and Power Ltd  
Total Gas and Power Chartering Ltd  
Elf Petroleum UK Ltd  
South Hook LNG Terminal Company Ltd (8.4%) E  
TOTAL UK Ltd  
Yamal LNG  
TOTAL E & P Arctic Russia  
Novatek  
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%)  
(50%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(25%) E  
(100%)  
(49%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(56.1%) E  
(30%) E  
(100%)  
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.  
TOTAL Oil & Gas Venezuela B.V.  
TOTAL Shtokman B.V.  
Shtokman Development A.G.  
TOTAL Termokarstovoye B.V.  
Terneftegaz J.S.C.  
(50%) E  
(100%)  
(24%) E  
(100%)  
(100%)  
TOTAL Qatar Oil & Gas  
TOTAL E & P Qatar  
TOTAL E & P Syrie  
TOTAL E & P Yémen  
TOTAL E & P Indonésie  
TOTAL E & P Myanmar  
TOTAL Profils Pétroliers  
TOTAL E & P Thaïland  
TOTAL Austral  
TOTAL E & P Canada Ltd  
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  
(37.5%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
TOTAL E & P Absheron B.V.  
TOTAL E & P Kenya B.V.  
TOTAL E & P Bulgaria B.V.  
TOTAL E & P Kurdistan Region of Iraq B.V. (100%)  
TOTAL E & P Uruguay B.V.  
TOTAL E & P Uganda B.V.  
(100%)  
(100%)  
(49%) E  
(100%)  
(100%)  
(100%)  
(100%)  
TOTALErg  
TOTAL Mineraloel und Chemie GmbH  
TOTAL Deutschland GmbH  
TOTAL Raffinerie Mitteldeutschland  
Atotech BV  
TOTAL Holding Dolphin Amont Ltd  
TOTAL E & P Dolphin Upstream Ltd  
TOTAL Dolphin Midstream Ltd  
Dolphin Energy Ltd  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
TOTAL E & P Well Response  
TOTAL / Total E & P Holdings  
common subsidiairies  
TOTAL Trading and Marketing Canada LP  
(100%)  
TOTAL other subsidiaries  
Zeeland Refinery N.V.  
Total Tractebel Emirates Power Cy  
(55.0%)  
(50%) E  
282  
TOTAL. Registration Document 2012  
Consolidated Financial Statements  
Notes to the Consolidated Financial Statements  
9
The business segments are identified with the following colors:  
Upstream  
Marketing & Services  
Refining & Chemicals  
Holding  
1.3%  
74.1%  
24.4%  
0.2%  
TOTAL RAFFINAGE MARKETING  
100%)  
Elf Aquitaine subsidiaries  
100%  
TOTAL /Elf Aquitaine  
other common subsidiaries  
(
AS24  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(50.0%) E  
(100%)  
(100%)  
TOTAL E & P France  
TOTAL E & P Congo  
TOTAL E & P Do Brazil  
TOTAL Participations Pétrolières Gabon  
TOTAL Gaz & Electricité Holdings France  
TOTAL LNG Nigeria Ltd  
NLNG  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(15%) E  
(100%)  
(100%)  
(26%) E  
(100%)  
(65.9%)  
(18.5%) E  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
(100%)  
TOTAL Nigeria  
(61.7%)  
(100%)  
(93.96%)  
(95.1%)  
(50.1%)  
(100%)  
(100%)  
(100%)  
Totalgaz SNC  
TOTAL Turkiye  
TOTAL Lubrifiants S.A.  
TOTAL Fluides  
Urbaine des Pétroles  
TOTAL (Philippines) Corp.  
TOTAL Belgium  
Air Total International  
TOTAL Kenya  
TOTAL Sénégal  
TOTAL South Africa  
TOTAL Maroc  
TOTAL Marketing Middle East FZE  
TOTAL Petrochemicals France  
Qatar Petrochemical Company Ltd  
Qatofin Company Ltd  
Bostik Holding S.A.  
Bostik S.A.  
Transport Infrastructures Gaz de France  
TOTAL Energie Gaz  
TOTAL Nederland N.V.  
S.A. de la Raffinerie des Antilles  
TOTAL Outre-Mer  
(20%) E  
Hazira LNG Private Ltd  
TOTAL Gas and Power U.S.A.  
SunPower  
(49.1%) E  
(100%)  
(100%)  
TOTAL Petroleum Puerto Rico Corp  
Amyris  
TOTSA Total Oil Trading S.A.  
Sofax Banque  
Socap S.A.S.  
Elf Aquitaine Fertilisants  
Grande Paroisse S.A.  
G.P.N. S.A.  
Elf Aquitaine other subsidiaries  
TOTAL Gabon  
Rosier  
(58.3%)  
(56.9%)  
Registration Document 2012. TOTAL  
283  
284  
TOTAL. Registration Document 2012  
9.Informations complémentaires sur l’ aS cu t pi v pi tl ée md eh ny t da rl oo ci la ar bn ud r eg sa s( ni on nf o ar mu da itt i éo en s () unaudited)  
10  
Supplemental oil and gas information  
(unaudited)  
1.  
Oil and gas information pursuant  
to FASB Accounting Standards Codification 932  
286  
1
1
1
1
1
1
1
1
1
.1.  
.2.  
.3.  
.4.  
.5.  
.6.  
.7.  
.8  
Preparation of reserves estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .286  
Proved developed reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .286  
Proved undeveloped reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .287  
Estimated proved reserves of oil, bitumen and gas reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .287  
Results of operations for oil and gas producing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .295  
Cost incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .297  
Capitalized costs related to oil and gas producing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .298  
Standardized measure of discounted future net cash flows (excluding transportation) . . . . . . . . . . . . . . . . . . . . . . . . . . . .299  
Changes in the standardized measure of discounted future net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .301  
.9.  
2.  
Other information  
302  
2.1.  
Net gas production, production prices and production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .302  
Registration Document 2012. TOTAL  
285  
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  
estimation, the main changes are: the use of an average price  
instead of a single year-end price; the use of new reliable  
technologies to assess proved reserves; and the inclusion, under  
certain conditions, of non-traditional sources as oil and gas  
producing activities. The revised rules form the basis of the 2012,  
2011 and 2010 year-end estimation of proved reserves.  
“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  
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 Development  
Division, an SEC Reserves Committee chaired by the Exploration  
& Production Finance Senior Vice President and comprised  
of the Development, Exploration, Strategy and Legal Senior  
Vice Presidents, or their representatives, as well as the Chairman  
of the Technical Reserves Committee and the Reserves  
Vice-President, approves the SEC reserve booking proposals  
regarding criteria that are not dependent upon reservoir and  
geosciences 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 Technical Reserves  
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 Technical Reserves Committee is appointed  
by the Senior Management of Exploration & Production and its  
members represent expertise in reservoir engineering, production  
geology, production geophysics, drilling, and development studies.  
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 reserves Vice-President (RVP) is the technical person  
responsible for preparing the reserves estimates for the Group.  
Appointed by the President of Exploration & Production, the RVP  
supervises the Reserve Entity, chairs the annual review of reserves,  
and is a member of the Technical Reserves Committee and the  
SEC Reserves Committee. The RVP has over thirty 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 fifteen years of experience  
in the field of reserves evaluation and control process. He holds  
an engineering degree from Institut National des Sciences  
Appliquées, Lyon, France, and a petroleum engineering degree  
from École Nationale Supérieure du Pétrole et des Moteurs  
(IFP School), France. He is a past member and past Chairman  
of the Society of Petroleum Engineering Oil and Gas Reserves  
Committee and a member of 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 Reserves Vice-President and composed  
of at least three Technical Reserves 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 2012, proved developed reserves of oil and gas  
were 5,789 Mboe and represented 51% of the proved reserves.  
At the end of 2011, proved developed reserves of oil and gas  
were 6,046 Mboe and represented 53% of the proved reserves.  
At the end of 2010, proved developed reserves of oil and gas  
were 5,708 Mboe and represented 53% of the proved reserves.  
Over the past three years, the level of proved developed reserves  
has remained above 5.7 Bboe, illustrating TOTAL’s ability  
to consistently transfer proved undeveloped reserves into  
developed status.  
286  
TOTAL. Registration Document 2012  
 
 
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, 2012, TOTAL’s combined proved undeveloped  
reserves of oil and gas were 5,579 Mboe as compared to 5,377 Mboe  
at the end of 2011. The net increase of 202 Mboe of proved  
undeveloped reserves is due to the addition of 579 Mboe  
of undeveloped reserves related to extensions and discoveries,  
the revision of 129 Mboe of previous estimates, a net decrease  
of 25 Mboe due to acquisitions/divestitures, and the transfer  
of 481 Mboe from proved undeveloped reserves to proved  
developed reserves. In 2012, the costs incurred to develop  
proved undeveloped reserves (PUDs) was 11.0 billion, which  
represents 80% of 2012 development costs incurred, and was  
related to projects located for the most part in Angola, Australia,  
Canada, Gabon, Indonesia, Kazakhstan, Nigeria, and Norway.  
and include the development of a giant field in Kazakhstan, deep  
offshore developments in Angola, Nigeria and the United Kingdom  
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,  
the Republic of Congo, HP/HT fields in the United Kingdom,  
heavy oil projects in Venezuela and LNG projects in Qatar, Yemen,  
Nigeria and Indonesia.  
Approximately 53% of the Group’s proved undeveloped reserves  
are associated with producing projects and are located for the most  
part in Angola, Canada, Nigeria, Norway, Russia, and Venezuela.  
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.  
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 25% of the Group’s proved undeveloped reserves  
The tables provided below are presented by the following  
geographic areas: Europe, Africa, the Americas, Middle East  
and Asia (including CIS).  
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, 2012, 2011 and 2010.  
Quantities shown concern proved developed and undeveloped  
reserves together with changes in quantities for 2012, 2011  
and 2010.  
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.  
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 2012. TOTAL  
287  
 
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, 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  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
117  
57  
44  
(61)  
6
-
(65)  
(237)  
(36)  
-
309  
-
(68)  
-
-
(19)  
588  
2
(67)  
651  
355  
(65)  
(648)  
-
-
-
Production for the year  
(187)  
(75)  
(56)  
(93)  
Balance as of December 31, 2011  
1,737  
3,014  
1,738  
450  
1,577  
8,516  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
64  
67  
32  
(38)  
(156)  
65  
173  
-
(71)  
(261)  
7
110  
-
(8)  
(77)  
(23)  
29  
-
15  
43  
-
128  
422  
32  
(117)  
(618)  
-
-
Production for the year  
(34)  
(90)  
Balance as of December 31, 2012  
1,706  
2,920  
1,770  
422  
1,545  
8,363  
Minority interest in proved developed and undeveloped reserves as of  
December 31, 2010  
December 31, 2011  
26  
-
100  
98  
-
-
-
-
-
-
126  
98  
December 31, 2012  
-
99  
-
-
-
99  
(in million barrels of oil equivalent)  
Equity affiliates  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
(1)  
-
-
(24)  
(4)  
(8)  
-
-
(4)  
(18)  
(20)  
-
-
(11)  
(152)  
-
-
(29)  
-
779  
(39)  
(209)  
779  
-
(35)  
Production for the year  
Balance as of December 31, 2011  
-
78  
456  
1,629  
744  
2,907  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
2
-
-
-
-
(39)  
-
-
5
-
-
-
78  
158  
118  
-
46  
158  
118  
-
-
Production for the year  
(15)  
(146)  
(63)  
(224)  
Balance as of December 31, 2012  
-
80  
402  
1,488  
1,035  
3,005  
288  
TOTAL. Registration Document 2012  
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 affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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 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 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 affiliates  
744  
-
1,705  
81  
1,035  
353  
147  
184  
738  
-
4,369  
618  
As of December 31, 2011  
Proved developed and undeveloped reserves  
1,737  
3,092  
2,194  
2,079  
2,321  
11,423  
Consolidated subsidiaries  
Equity affiliates  
1,737  
-
3,014  
78  
1,738  
456  
450  
1,629  
1,577  
744  
8,516  
2,907  
Proved developed reserves  
894  
1,660  
647  
1,869  
976  
6,046  
Consolidated subsidiaries  
Equity affiliates  
894  
-
1,639  
21  
524  
123  
371  
1,498  
321  
655  
3,749  
2,297  
Proved undeveloped reserves  
843  
1,432  
1,547  
210  
1,345  
5,377  
Consolidated subsidiaries  
Equity affiliates  
843  
-
1,375  
57  
1,214  
333  
79  
131  
1,256  
89  
4,767  
610  
As of December 31, 2012  
Proved developed and undeveloped reserves  
1,706  
3,000  
2,172  
1,910  
2,580  
11,368  
Consolidated subsidiaries  
Equity affiliates  
1,706  
-
2,920  
80  
1,770  
402  
422  
1,488  
1,545  
1,035  
8,363  
3,005  
Proved developed reserves  
827  
1,584  
616  
1,718  
1,044  
5,789  
Consolidated subsidiaries  
Equity affiliates  
827  
-
1,563  
21  
475  
141  
349  
1,369  
313  
731  
3,527  
2,262  
Proved undeveloped reserves  
879  
1,416  
1,556  
192  
1,536  
5,579  
Consolidated subsidiaries  
Equity affiliates  
879  
-
1,357  
59  
1,295  
261  
73  
119  
1,232  
304  
4,836  
743  
Registration Document 2012. TOTAL  
289  
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 include crude oil, condensates and natural gas liquids reserves.  
(in million barrels)  
Consolidated subsidiaries  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
49  
17  
42  
-
(19)  
6
-
(57)  
(185)  
9
-
-
(33)  
-
-
(24)  
58  
-
(18)  
81  
42  
(57)  
(328)  
-
-
-
Production for the year  
(88)  
(15)  
(25)  
(15)  
Balance as of December 31, 2011  
812  
2,095  
73  
181  
573  
3,734  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
20  
27  
7
(32)  
(72)  
61  
148  
-
(45)  
(210)  
10  
8
-
(2)  
(12)  
2
28  
-
10  
6
-
103  
217  
7
(79)  
(329)  
-
-
Production for the year  
(21)  
(14)  
Balance as of December 31, 2012  
762  
2,049  
77  
190  
575  
3,653  
Minority interest in proved developed and undeveloped reserves as of  
December 31, 2010  
December 31, 2011  
11  
-
89  
88  
-
-
-
-
-
-
100  
88  
December 31, 2012  
-
87  
-
-
-
87  
(in million barrels)  
Equity affiliates  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
2
-
-
(22)  
(4)  
(6)  
-
-
(4)  
(17)  
(12)  
-
-
(12)  
(91)  
-
-
51  
-
(16)  
-
51  
(38)  
(115)  
Production for the year  
(3)  
Balance as of December 31, 2011  
-
10  
443  
565  
48  
1,066  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
5
-
-
-
-
(40)  
-
-
5
-
-
9
51  
11  
-
(21)  
51  
11  
-
-
-
Production for the year  
(15)  
(93)  
(5)  
(113)  
Balance as of December 31, 2012  
-
15  
388  
477  
114  
994  
290  
TOTAL. Registration Document 2012  
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 affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
As of December 31, 2010  
Proved developed and undeveloped reserves  
792  
2,384  
549  
919  
554  
5,198  
Consolidated subsidiaries  
Equity 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 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 affiliates  
398  
-
1,124  
10  
26  
343  
88  
169  
496  
-
2,132  
522  
As of December 31, 2011  
Proved developed and undeveloped reserves  
812  
2,105  
516  
746  
621  
4,800  
Consolidated subsidiaries  
Equity affiliates  
812  
-
2,095  
10  
73  
443  
181  
565  
573  
48  
3,734  
1,066  
Proved developed reserves  
351  
1,206  
165  
565  
91  
2,378  
Consolidated subsidiaries  
Equity affiliates  
351  
-
1,202  
4
48  
117  
116  
449  
50  
41  
1,767  
611  
Proved undeveloped reserves  
461  
899  
351  
181  
530  
2,422  
Consolidated subsidiaries  
Equity affiliates  
461  
-
893  
6
25  
326  
65  
116  
523  
7
1,967  
455  
As of December 31, 2012  
Proved developed and undeveloped reserves  
761  
2,065  
465  
667  
689  
4,647  
Consolidated subsidiaries  
Equity affiliates  
761  
-
2,050  
15  
77  
388  
190  
477  
575  
114  
3,653  
994  
Proved developed reserves  
289  
1,145  
179  
506  
110  
2,229  
Consolidated subsidiaries  
Equity affiliates  
289  
-
1,139  
6
44  
135  
133  
373  
55  
55  
1,660  
569  
Proved undeveloped reserves  
472  
920  
286  
161  
579  
2,418  
Consolidated subsidiaries  
Equity affiliates  
472  
-
911  
9
33  
253  
57  
104  
520  
59  
1,993  
425  
Registration Document 2012. TOTAL  
291  
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  
(in million barrels)  
Consolidated subsidiaries  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
-
-
-
-
-
(109)  
-
308  
-
-
-
-
-
-
-
-
-
-
-
(109)  
-
308  
-
Production for the year  
(4)  
(4)  
Balance as of December 31, 2011  
-
-
984  
-
-
984  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
-
-
-
-
-
43  
15  
-
-
(4)  
-
-
-
-
-
-
-
-
-
-
43  
15  
-
-
(4)  
Production for the year  
Balance as of December 31, 2012  
-
-
1,038  
-
-
1,038  
Proved developed reserves as of  
December 31, 2010  
December 31, 2011  
-
-
-
-
18  
21  
-
-
-
-
18  
21  
December 31, 2012  
-
-
18  
-
-
18  
Proved undeveloped reserves as of  
December 31, 2010  
December 31, 2011  
-
-
-
-
771  
963  
-
-
-
-
771  
963  
December 31, 2012  
-
-
1,020  
-
-
1,020  
There are no bitumen reserves for equity affiliates.  
There are no minority interests for bitumen reserves.  
292  
TOTAL. Registration Document 2012  
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, 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  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
358  
211  
11  
(216)  
-
367  
-
7
(180)  
1
2,824  
13  
330  
3,035  
31  
(46)  
(1,718)  
-
-
-
-
-
(46)  
(259)  
-
-
Production for the year  
(528)  
(317)  
(169)  
(445)  
Balance as of December 31, 2011  
5,014  
4,793  
3,863  
1,518  
5,587  
20,775  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
268  
216  
138  
(30)  
(462)  
31  
127  
-
(173)  
(257)  
(278)  
478  
-
(35)  
(337)  
(132)  
15  
195  
-
(96)  
1,022  
138  
(238)  
(1,564)  
6
-
-
-
Production for the year  
(75)  
(433)  
Balance as of December 31, 2012  
5,144  
4,521  
3,691  
1,317  
5,364  
20,037  
Minority interest in proved developed and undeveloped reserves as of  
December 31, 2010  
December 31, 2011  
83  
-
67  
62  
-
-
-
-
-
-
150  
62  
December 31, 2012  
-
57  
-
-
-
57  
(in billion cubic feet)  
Equity affiliates  
Proved developed and undeveloped reserves  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
(16)  
-
-
(10)  
(1)  
(10)  
-
-
-
(2)  
(31)  
-
-
-
-
-
(57)  
-
3,865  
(10)  
3,865  
-
(167)  
Production for the year  
(331)  
(501)  
Balance as of December 31, 2011  
-
363  
79  
5,802  
3,698  
9,942  
Revisions of previous estimates  
Extensions, discoveries and other  
Acquisitions of reserves in place  
Sales of reserves in place  
-
-
-
-
-
(21)  
-
-
-
(1)  
5
-
-
-
(2)  
(4)  
-
-
-
366  
578  
568  
-
346  
578  
568  
-
Production for the year  
(287)  
(304)  
(594)  
Balance as of December 31, 2012  
-
341  
82  
5,511  
4,906  
10,840  
Registration Document 2012. TOTAL  
293  
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 affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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 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 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 affiliates  
1,873  
-
3,085  
379  
1,367  
56  
289  
93  
1,404  
-
8,018  
528  
As of December 31, 2011  
Proved developed and undeveloped reserves  
5,014  
5,156  
3,942  
7,320  
9,285  
30,717  
Consolidated subsidiaries  
Equity affiliates  
5,014  
-
4,793  
363  
3,863  
79  
1,518  
5,802  
5,587  
3,698  
20,775  
9,942  
Proved developed reserves  
2,943  
2,308  
2,600  
7,170  
4,854  
19,875  
Consolidated subsidiaries  
Equity affiliates  
2,943  
-
2,216  
92  
2,567  
33  
1,450  
5,720  
1,594  
3,260  
10,770  
9,105  
Proved undeveloped reserves  
2,071  
2,848  
1,342  
150  
4,431  
10,842  
Consolidated subsidiaries  
Equity affiliates  
2,071  
-
2,577  
271  
1,296  
46  
68  
82  
3,993  
438  
10,005  
837  
As of December 31, 2012  
Proved developed and undeveloped reserves  
5,144  
4,862  
3,773  
6,828  
10,270  
30,877  
Consolidated subsidiaries  
Equity affiliates  
5,144  
-
4,521  
341  
3,691  
82  
1,317  
5,511  
5,364  
4,906  
20,037  
10,840  
Proved developed reserves  
2,927  
2,192  
2,356  
6,656  
5,115  
19,246  
Consolidated subsidiaries  
Equity affiliates  
2,927  
-
2,110  
82  
2,316  
40  
1,240  
5,416  
1,526  
3,589  
10,119  
9,127  
Proved undeveloped reserves  
2,217  
2,670  
1,417  
172  
5,155  
11,631  
Consolidated subsidiaries  
Equity affiliates  
2,217  
-
2,411  
259  
1,375  
42  
77  
95  
3,838  
1,317  
9,918  
1,713  
294  
TOTAL. Registration Document 2012  
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  
2010  
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)  
(222)  
(216)  
(259)  
(8)  
(279)  
(99)  
(3,228)  
(864)  
Depreciation, depletion and amortization  
and valuation allowances  
Other expenses(a)  
(1,404)  
(299)  
(1.848)  
(1,014)  
(368)  
(218)  
(264)  
(241)  
(830)  
(72)  
(4,714)  
(1,844)  
Pre-tax income from producing activities  
Income tax  
5,188  
(3,237)  
1,951  
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  
2011  
Non-Group sales  
Group sales  
3,116  
7,057  
3,188  
11,365  
776  
764  
1,159  
737  
3,201  
712  
11,440  
20,635  
Total Revenues  
10,173  
14,553  
1,540  
1,896  
3,913  
32,075  
Production costs  
Exploration expenses  
(1,235)  
(343)  
(1,179)  
(323)  
(250)  
(48)  
(286)  
(11)  
(304)  
(294)  
(3,254)  
(1,019)  
Depreciation, depletion and amortization  
and valuation allowances  
Other expenses(a)  
(1,336)  
(307)  
(1,845)  
(1,181)  
(352)  
(274)  
(278)  
(276)  
(791)  
(95)  
(4,602)  
(2,133)  
Pre-tax income from producing activities  
Income tax  
6,952  
(5,059)  
1,893  
10,025  
(6,484)  
3,541  
616  
(293)  
323  
1,045  
(465)  
580  
2,429  
(1,302)  
1,127  
21,067  
(13,603)  
7,464  
Results of oil and gas producing activities  
2012  
Non-Group sales  
Group sales  
1,986  
6,857  
4,388  
13,440  
968  
639  
723  
1,010  
3,509  
790  
11,574  
22,736  
Total Revenues  
8,843  
17,828  
1,607  
1,733  
4,299  
34,310  
Production costs  
Exploration expenses  
(1,318)  
(483)  
(1,442)  
(365)  
(297)  
(339)  
(340)  
(18)  
(395)  
(241)  
(3,792)  
(1,446)  
Depreciation, depletion and amortization  
and valuation allowances  
Other expenses(a)  
(1,986)  
(326)  
(2,574)  
(1,356)  
(1,558)  
(386)  
(458)  
(159)  
(938)  
(128)  
(7,514)  
(2,355)  
Pre-tax income from producing activities  
Income tax  
4,730  
(3,478)  
1,252  
12,091  
(7,383)  
4,708  
(973)  
226  
758  
(386)  
372  
2,597  
(1,264)  
1,333  
19,203  
(12,285)  
6,918  
Results of oil and gas producing activities  
(747)  
(a) Included production taxes and accretion expense as provided for by IAS 37 (326 million in 2010 and 338 million in 2011, 391 million in 2012).  
Registration Document 2012. TOTAL  
295  
 
Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
(M)  
Equity affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
-
-
(44)  
(7)  
(53)  
(23)  
(195)  
-
(1)  
-
(293)  
(30)  
Depreciation, depletion and amortization  
and valuation allowances  
Other expenses  
-
-
(44)  
-
(89)  
(268)  
(259)  
(4,034)  
-
-
(392)  
(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)  
2011  
Non-Group sales  
Group sales  
-
-
26  
-
15  
831  
1,080  
6,804  
256  
-
1,377  
7,635  
Total Revenues  
-
26  
846  
7,884  
256  
9,012  
Production costs  
Exploration expenses  
-
-
(7)  
-
(48)  
-
(250)  
-
(28)  
(4)  
(333)  
(4)  
Depreciation, depletion and amortization  
and valuation allowances  
Other expenses  
-
-
(7)  
-
(44)  
(550)  
(225)  
(6,101)  
(109)  
(36)  
(385)  
(6,687)  
Pre-tax income from producing activities  
Income tax  
-
-
-
12  
-
204  
(95)  
109  
1,308  
(285)  
79  
(34)  
45  
1,603  
(414)  
Results of oil and gas producing activities  
12  
1,023  
1,189  
2012  
Non-Group sales  
Group sales  
-
-
-
-
-
1,085  
7,850  
780  
(323)  
1,865  
8,761  
1,234  
Total Revenues  
-
-
1,234  
8,935  
457  
10,626  
Production costs  
Exploration expenses  
-
-
-
-
(125)  
-
(289)  
-
(88)  
(3)  
(502)  
(3)  
Depreciation, depletion and amortization  
and valuation allowances  
Other expenses  
-
-
-
-
(60)  
(754)  
(299)  
(6,924)  
(227)  
(54)  
(586)  
(7,732)  
Pre-tax income from producing activities  
Income tax  
-
-
-
-
-
-
295  
(63)  
232  
1,423  
(303)  
85  
(51)  
34  
1,803  
(417)  
Results of oil and gas producing activities  
1,120  
1,386  
296  
TOTAL. Registration Document 2012  
Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
1.6. Cost incurred  
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  
2010  
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  
Development costs(a)  
3,105  
718  
247  
2,007  
Total cost incurred  
2,093  
3,773  
2,206  
411  
2,897  
11,380  
2011  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
298  
1
505  
2,352  
10  
397  
384  
413  
1,692  
239  
2
3
17  
251  
14  
417  
974  
2,107  
1,562  
Development costs(a)  
3,895  
1,329  
329  
2,823  
10,728  
Total cost incurred  
3,156  
4,686  
3,673  
351  
3,505  
15,371  
2012  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
202  
40  
598  
27  
1,362  
578  
-
384  
542  
-
176  
35  
12  
26  
340  
241  
1,988  
2,093  
Development costs(a)  
3,183  
4,330  
1,859  
307  
3,331  
13,010  
Total cost incurred  
4,023  
6,297  
2,785  
518  
3,709  
17,332  
(M)  
Equity affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2010  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
-
-
-
-
-
-
4
-
-
30  
99  
-
-
4
-
-
-
-
-
38  
668  
Development costs(a)  
20  
476  
73  
Total cost incurred  
-
24  
129  
480  
73  
706  
2011  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
-
-
-
-
-
-
-
-
-
2
-
-
-
2,691  
1,116  
-
2,691  
1,116  
2
Development costs(a)  
2
106  
314  
939  
1,361  
Total cost incurred  
-
2
108  
314  
4,746  
5,170  
2012  
Proved property acquisition  
Unproved property acquisition  
Exploration costs  
-
-
-
-
-
-
-
-
-
-
-
-
-
-
238  
(22)  
-
238  
(22)  
-
Development costs(a)  
167  
380  
202  
749  
Total cost incurred  
-
-
167  
380  
418  
965  
(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 2012. TOTAL  
297  
 
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, 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  
As of December 31, 2011  
Proved properties  
Unproved properties  
34,308  
460  
37,032  
1,962  
8,812  
4,179  
6,229  
62  
17,079  
911  
103,460  
7,574  
Total capitalized costs  
34,768  
(24,047)  
10,721  
38,994  
(18,642)  
20,352  
12,991  
(2,294)  
10,697  
6,291  
(4,274)  
2,017  
17,990  
(5,066)  
12,924  
111,034  
(54,323)  
56,711  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
As of December 31, 2012  
Proved properties  
Unproved properties  
35,456  
543  
40,562  
3,184  
10,108  
4,324  
6,408  
248  
20,463  
612  
112,997  
8,911  
Total capitalized costs  
35,999  
(23,660)  
12,339  
43,746  
(20,364)  
23,382  
14,432  
(3,219)  
11,213  
6,656  
(4,648)  
2,008  
21,075  
(5,872)  
15,203  
121,908  
(57,763)  
64,145  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
(M)  
Equity affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
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  
As of December 31, 2011  
Proved properties  
Unproved properties  
-
-
-
-
731  
-
3,496  
-
3,973  
1,146  
8,200  
1,146  
Total capitalized costs  
-
-
-
-
731  
(96)  
3,496  
(2 337)  
1,159  
5,119  
(213)  
9,346  
(2 646)  
6,700  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
-
-
635  
4,906  
As of December 31, 2012  
Proved properties  
Unproved properties  
-
-
-
-
1,049  
-
3,637  
-
4,074  
1,118  
8,760  
1,118  
Total capitalized costs  
-
-
-
-
1,049  
(177)  
872  
3,637  
(2,540)  
1,097  
5,192  
(457)  
9,878  
(3,174)  
6,704  
Accumulated depreciation, depletion and amortization  
Net capitalized costs  
-
-
4,735  
298  
TOTAL. Registration Document 2012  
 
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  
(excluding transportation)  
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, 2010  
Future cash inflows  
65,644  
(16,143)  
(18,744)  
(20,571)  
142,085  
(29,479)  
(25,587)  
(51,390)  
42,378  
(19,477)  
(8,317)  
(3,217)  
14,777  
(4,110)  
(3,788)  
(2,541)  
41,075  
(6,476)  
(8,334)  
(7,281)  
305,959  
(75,685)  
(64,770)  
(85,000)  
Future production costs  
Future development costs  
Future income taxes  
Future net cash flows, after income taxes  
10,186  
35,629  
11,367  
4,338  
18,984  
80,504  
Discount at 10%  
(5,182)  
(16,722)  
(8,667)  
(2,106)  
(11,794)  
(44,471)  
Standardized measure of discounted  
future net cash flows  
5,004  
18,907  
2,700  
2,232  
7,190  
36,033  
As of December 31, 2011  
Future cash inflows  
85,919  
(18,787)  
(21,631)  
(28,075)  
167,367  
(31,741)  
(22,776)  
(71,049)  
53,578  
(22,713)  
(11,548)  
(4,361)  
14,297  
(3,962)  
(3,110)  
(2,794)  
67,868  
(12,646)  
(11,044)  
(12,963)  
389,029  
(89,849)  
(70,109)  
(119,242)  
Future production costs  
Future development costs  
Future income taxes  
Future net cash flows, after income taxes  
17,426  
41,801  
14,956  
4,431  
31,215  
109,829  
Discount at 10%  
(9,426)  
(17,789)  
(12,298)  
(2,186)  
(20,717)  
(62,416)  
Standardized measure of discounted  
future net cash flows  
8,000  
24,012  
2,658  
2,245  
10,498  
47,413  
As of December 31, 2012  
Future cash inflows  
93,215  
(20,337)  
(24,490)  
(27,393)  
177,392  
(39,091)  
(28,896)  
(68,017)  
58,140  
(25,824)  
(12,949)  
(4,456)  
16,474  
(5,213)  
(3,807)  
(2,732)  
70,985  
(15,218)  
(10,954)  
(12,641)  
416,206  
(105,683)  
(81,096)  
Future production costs  
Future development costs  
Future income taxes  
(115,239)  
Future net cash flows, after income taxes  
20,995  
41,388  
14,911  
4,722  
32,172  
114,188  
Discount at 10%  
(10,549)  
(17,731)  
(11,608)  
(2,227)  
(19,969)  
(62,084)  
Standardized measure of discounted  
future net cash flows  
10,446  
23,657  
3,303  
2,495  
12,203  
52,104  
Minority interests in future net cash flows as of  
(M)  
As of December 31, 2010  
As of December 31, 2011  
273  
-
344  
558  
-
-
-
-
-
-
617  
558  
As of December 31, 2012  
-
501  
-
-
-
501  
Registration Document 2012. TOTAL  
299  
 
Supplemental oil and gas information (unaudited)  
10  
Oil and gas information pursuant to FASB Accounting Standards Codification 932  
(M)  
Equity affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
As of December 31, 2010  
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  
-
674  
(203)  
471  
6,104  
(3,946)  
2,158  
13,991  
(7,386)  
6,605  
-
20,769  
(11,535)  
9,234  
Discount at 10%  
-
-
Standardized measure of discounted future net cash flows  
As of December 31, 2011  
-
-
Future cash inflows  
-
-
-
-
210  
(95)  
-
29,887  
(17,393)  
(1,838)  
(5,152)  
64,977  
(39,800)  
(2,809)  
(3,942)  
7,116  
(2,683)  
(1,297)  
(2,280)  
102,190  
(59,971)  
(5,944)  
Future production costs  
Future development costs  
Future income taxes  
(29)  
(11,403)  
Future net cash flows, after income taxes  
Discount at 10%  
-
86  
(36)  
50  
5,504  
(3,652)  
1,852  
18,426  
(9,757)  
8,669  
856  
(196)  
660  
24,872  
(13,641)  
11,231  
-
Standardized measure of discounted future net cash flows  
As of December 31, 2012  
-
Future cash inflows  
-
-
-
-
2,103  
(99)  
-
27,439  
(17,250)  
(2,360)  
(3,353)  
64,234  
(35,830)  
(2,967)  
(5,430)  
9,390  
(3,265)  
(3,906)  
(648)  
103,166  
(56,444)  
(9,233)  
(9,823)  
Future production costs  
Future development costs  
Future income taxes  
(392)  
Future net cash flows, after income taxes  
Discount at 10%  
-
1,612  
(1,087)  
525  
4,476  
(2,978)  
1,498  
20,007  
(10,316)  
9,691  
1,571  
(955)  
616  
27,666  
(15,336)  
12,330  
-
Standardized measure of discounted future net cash flows  
-
300  
TOTAL. Registration Document 2012  
Supplemental oil and gas information (unaudited)  
Oil and gas information pursuant to FASB Accounting Standards Codification 932 10  
1.9. Changes in the standardized measure of discounted future net cash flows  
Consolidated subsidiaries  
(M)  
2010  
2011  
2012  
Beginning of year  
25,802  
36,033  
47,413  
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  
(22,297)  
30,390  
716  
(7,245)  
7,896  
5,523  
2,580  
(6,773)  
442  
(27,026)  
44,315  
1,680  
(4,798)  
9,519  
1,288  
3,603  
(16,925)  
885  
(28,552)  
7,382  
1,357  
(6,503)  
11,809  
2,719  
4,741  
13,992  
299  
Net change in income taxes  
Purchases of reserves in place  
Sales of reserves in place  
(1,001)  
(1,161)  
(2,553)  
End of year  
36,033  
47,413  
52,104  
Equity affiliates  
(M)  
2010  
2011  
2012  
Beginning of year  
7,295  
9,234  
11,231  
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  
Net change in income taxes  
Purchases of reserves in place  
Sales of reserves in place  
(1,583)  
2,366  
-
195  
651  
308  
730  
(728)  
-
(1,991)  
3,715  
-
(383)  
635  
(749)  
923  
(1,341)  
1,812  
(624)  
(1,885)  
(743)  
(25)  
(495)  
809  
984  
1,123  
1,314  
17  
-
-
End of year  
9,234  
11,231  
12,330  
Registration Document 2012. TOTAL  
301  
 
Supplemental oil and gas information (unaudited)  
10  
Other information  
2. Other information  
2.1. Net gas production, production prices and production costs  
Consolidated subsidiaries  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2010  
Natural gas production available for sale (Mcf/d)(a)  
1,603  
608  
732  
375  
1,234  
4,552  
Production prices(b)  
Oil (/b)  
Bitumen (/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  
Natural gas (/kcf)  
Production costs per unit of production (/boe)(c)  
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  
2010  
Natural gas production available for sale (Mcf/d)(a)  
-
-
-
650  
-
650  
Production prices(b)  
Oil (/b)  
Bitumen (/b)  
-
-
-
53.96  
43.81  
57.03  
-
2.30  
-
-
-
54.95  
-
2.30  
-
-
-
-
Natural gas (/kcf)  
Production costs per unit of production (/boe)(c)  
Total liquids and natural gas  
Bitumen  
-
-
6.31  
-
2.76  
-
1.54  
-
-
-
1.91  
-
Consolidated subsidiaries  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2011  
Natural gas production available for sale (Mcf/d)(a)  
1,350  
607  
839  
424  
1,162  
4,382  
Production prices(b)  
Oil (/b)  
Bitumen (/b)  
74.24  
-
6.58  
74.72  
-
1.81  
55.13  
31.36  
2.06  
73.73  
-
0.54  
68.76  
-
7.45  
73.34  
31.36  
4.72  
Natural gas (/kcf)  
Production costs per unit of production (/boe)(c)  
Total liquids and natural gas  
Bitumen  
6.86  
-
5.14  
-
3.41  
20.70  
5.36  
-
3.40  
-
5.20  
20.70  
Equity affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2011  
Natural gas production available for sale (Mcf/d)(a)  
-
-
-
891  
457  
1,348  
Production prices(b)  
Oil (/b)  
Bitumen (/b)  
-
-
-
66.21  
61.15  
77.07  
-
1.29  
30.75  
-
0.95  
73.61  
-
1.23  
-
-
-
-
Natural gas (/kcf)  
Production costs per unit of production (/boe)(c)  
Total liquids and natural gas  
Bitumen  
-
-
1.99  
-
2.75  
-
1.66  
-
0.79  
-
1.61  
-
302  
TOTAL. Registration Document 2012  
 
Supplemental oil and gas information (unaudited)  
Other information 10  
Consolidated subsidiaries  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2012  
Natural gas production available for sale (Mcf/d)(a)  
1,167  
593  
901  
171  
1,123  
3,955  
Production prices(b)  
Oil (/b)  
Bitumen (/b)  
79.82  
-
7.10  
82.65  
-
2.19  
61.85  
35.27  
2.23  
81.05  
-
0.90  
75.49  
-
8.35  
80.84  
35.27  
5.31  
Natural gas (/kcf)  
Production costs per unit of production (/boe)(c)  
Total liquids and natural gas  
Bitumen  
8.78  
-
5.69  
-
3.92  
24.00  
10.76  
-
4.61  
-
6.36  
24.00  
Equity affiliates  
Europe  
Africa  
Americas  
Middle East  
Asia  
Total  
2012  
Natural gas production available for sale (Mcf/d)(a)  
-
-
-
769  
814  
1,583  
Production prices(b)  
Oil (/b)  
Bitumen (/b)  
-
-
-
-
-
-
105.12  
83.26  
-
1.35  
28.27  
-
0.95  
83.27  
-
1.23  
-
-
Natural gas (/kcf)  
Production costs per unit of production (/boe)(c)  
Total liquids and natural gas  
Bitumen  
-
-
-
-
8.84  
-
1.98  
-
1.44  
-
2.27  
-
(
(
(
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.  
Registration Document 2012. TOTAL  
303  
304  
TOTAL. Registration Document 2012  
11.  
TOTAL S.A.  
TOTAL S.A.  
11  
TOTAL S.A.  
The Statutory Financial Statements were approved by the Board of Directors on February 12, 2013 and have not been updated with  
subsequent events.  
1.  
2.  
3.  
Statutory auditors’ 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  
306  
308  
309  
3.1.  
3.2.  
3.3.  
3.4.  
Statement of income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .309  
Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .310  
Statement of cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .311  
Statement of changes in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .312  
4.  
Notes to the Statutory Financial Statements  
313  
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .313  
Intangible assets and property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .313  
Subsidiaries and affiliates: investments and loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .314  
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .315  
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .315  
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .316  
Contingency reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .317  
Employee benefits obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .317  
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .318  
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .319  
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .319  
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .319  
Net operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .319  
Operating depreciation, amortization and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .319  
Financial expenses and income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .320  
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .320  
Other financial income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .320  
Non-recurring income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .320  
Basis of taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .320  
Foreign exchange and counterparty risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .320  
Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .321  
Average number of employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .321  
Stock option, restricted share and free share plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .322  
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .327  
5.  
Other financial information concerning the parent company  
328  
5.1.  
5.2.  
5.3.  
5.4.  
Subsidiaries and affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .328  
Five-year financial data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .329  
Allocation of 2012 income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .330  
Statement of changes in share capital for the past five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .330  
6.  
Consolidated financial information for the last five years  
331  
6
6
.1.  
.2.  
Summary consolidated balance sheet for the last five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .331  
Consolidated statement of income for the last five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .331  
Registration Document 2012. TOTAL  
305  
TOTAL S.A.  
11  
Statutory auditors’ report on regulated agreements and commitments  
1
. Statutory auditors’ report on regulated  
agreements and commitments  
This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This report  
should be read in conjunction and construed in accordance with French law and the relevant professional auditing standards applicable in France.  
Shareholders’ meeting on the approval of the financial statements for the year ended December 31, 2012  
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 have found in the course of our engagement. We are not required to comment as to whether  
they are beneficial or appropriate nor 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 (“Code de commerce”), 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.  
1. Agreements and commitments to be approved by the Shareholders’ meeting  
Agreements and commitments approved during the period  
We have not been advised of any agreements and commitments to be approved by the Shareholders’ meeting in accordance with Article  
L.225-38 of the French Commercial Law (“Code de commerce”).  
2. Agreements and commitments already approved by the Shareholders’ meeting  
Agreements and commitments already approved in previous years  
In accordance with Article R.225-30 of the French Commercial Law (“Code de commerce”), we have been informed of the following  
agreement, which was already approved in previous years by the Shareholders’ meeting, and which was applicable during the period.  
Engagement concerning specific resources made available to the Honorary Chairman  
Director affected by the agreement or commitment:  
Mr Thierry Desmarest, director and Honorary Chairman of your Company.  
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 the representation missions of the Group which are entrusted to him, 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 approved during the year  
In addition, we have been informed of the continuance of the commitments, regarding the retirement benefit, the supplementary pension plan and,  
under certain conditions, the severance benefit of Mr Christophe de Margerie if his contract was terminated or if his term of office was not renewed.  
These commitments were already approved by the Shareholders’ meeting held on May 11, 2012 and were not applicable during the period.  
a) Agreements concerning the pension plan  
Director affected by the agreement or commitment:  
Mr Christophe de Margerie, Chairman and Chief Executive Officer.  
Purpose of the agreement or commitment:  
The Chairman and Chief Executive Officer is entitled to the same retirement benefit and supplementary pension plan, as the concerned  
employees of TOTAL S.A.  
Terms and conditions of the agreement or commitment:  
-
Retirement benefit:  
The Chairman and Chief Executive Officer is entitled to retirement benefit 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 Chief Executive Officer.  
306  
TOTAL. Registration Document 2012  
 
 
TOTAL S.A.  
Statutory auditors’ 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.  
-
Defined supplementary pension plan:  
This supplementary pension plan is applicable to the Chairman and Chief Executive Officer and employees of the Group TOTAL 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.  
To be eligible for this supplementary pension plan, financed by TOTAL S.A., participants must meet specific age and length of service  
(5years) 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.  
The plan provides participants with a pension equal to the sum of 1.8% of the portion of the reference compensation between eight  
and forty times the annual ceiling for calculating French social security contributions, and 1% of the reference compensation between forty  
and sixty times the annual ceiling for calculating French social security contributions, which is multiplied by the number of years of service  
(up to twenty years).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 (other than those constituted individually  
and on a voluntary basis) may not exceed 45% of the last three years average compensation. 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, 2012, the equivalent of an annual  
pension of 18.85% of his 2012 gross annual compensation.  
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 a severance benefit.  
Terms and conditions of the agreement or commitment:  
This severance benefit is equal to two times an individual’s gross annual pay.  
The calculation will be based on the gross compensation (including both fixed and variable) 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 decided by 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 TOTAL, 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 Officer 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 27, 2013  
The statutory auditors  
French original signed by  
KPMG Audit  
ERNST & YOUNG Audit  
Pascal Macioce  
Partner  
A division of KPMG S.A.  
Jay Nirsimloo  
Partner  
Laurent Vitse  
Partner  
Registration Document 2012. TOTAL  
307  
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 the 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, 2012  
To the Shareholders,  
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended  
December 31, 2012, 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, 2012 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 code (Code de commerce) relating to the justification  
of our assessments, we bring to your attention the following matters:  
We assessed the approaches used by your company to value investments in subsidiaries and affiliates as described in note 1 to the financial  
statements, and performed tests to verify the application of those methods. As part of our assessments and based on the information  
available to date, 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 the 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 code (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 27, 2013  
The statutory auditors  
French original signed by  
KPMG Audit  
Département de KPMG S.A.  
Jay Nirsimloo  
ERNST & YOUNG Audit  
Pascal Macioce  
Laurent Vitse  
308  
TOTAL. Registration Document 2012  
 
 
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)  
2012  
2011 2010  
14,246,392 10,307,170  
Sales  
(note 12) 16,446,200  
Net operating expenses  
(note 13) (13,012,996) (10,907,658) (8,179,634)  
Operating depreciation, amortization and allowances  
(note 14)  
(43,328)  
(260,650)  
(141,174)  
Operating income  
3,389,876  
3,078,084  
1,986,362  
Financial expenses and income  
Dividends  
Net depletion  
(note 15)  
(note 16)  
(434,272)  
8,083,928  
(954,020)  
10,956  
(428,098)  
10,599,281  
(839,231)  
(8,656)  
(448,084)  
6,497,082  
(489,911)  
(7,945)  
Other financial expenses and income  
(note 17)  
Financial income  
Current income  
6,706,592  
9,323,296  
12,401,380  
5,551,142  
7,537,504  
10,096,468  
Gains (Losses) on sales of marketable securities and loans  
Gains (Losses) on sales of fixed assets  
Non-recurring items  
(695)  
8,647  
(294,985)  
435,924  
43  
31,866  
(34,976)  
239  
(75,259)  
Non-recurring income  
Employee profit-sharing plan  
Taxes  
(note 18)  
(287,033)  
(58,002)  
467,833  
(109,996)  
(52,073)  
(54,613)  
(3,231,651)  
6,519,782  
(3,050,856) (1,532,807)  
9,766,284 5,840,088  
Net income  
Registration Document 2012. TOTAL  
309  
 
 
TOTAL S.A.  
11  
Statutory Financial Statements of TOTAL S.A. as parent company  
3.2. Balance sheet  
As of December 31,  
(K)  
ASSETS  
2012  
2011  
2010  
Non-current assets  
Intangible assets  
Depreciation, depletion and amortization and valuation allowances  
Intangible assets, net  
(note 2)  
(note 2)  
943,112  
(381,620)  
561,492  
650,563  
(450,118)  
200,445  
864,554  
(310,388)  
554,166  
585,783  
(406,249)  
179,534  
87,744,158 84,934,902  
(574,296)  
63,008  
817,999  
(245,031)  
572,968  
535,475  
(361,610)  
173,865  
Property, plant and equipment  
Depreciation, depletion and amortization and valuation allowances  
Property, plant and equipment, net  
Subsidiaries and affiliates: investments and loans  
Depreciation, depletion and amortization and valuation allowances  
Other non-current assets  
(note 3) 89,228,333  
(699,995)  
45,084  
88,573,422  
(565,561)  
52,535  
(note 4)  
(note 5)  
Investments and other non-current assets, net  
87,232,870 84,421,876  
Total non-current assets  
89,335,359  
87,966,570  
85,168,709  
Current assets  
Inventories  
Operating receivables  
Marketable securities  
12,832  
2,356,568  
315,697  
12,498  
9,137  
3,495,789  
363,533  
38,047  
4,832  
2,141,796  
476,610  
Cash/cash equivalents and short-term deposits  
141,131  
Total current assets  
2,697,595  
3,906,506  
2,764,369  
Prepaid expenses  
Translation adjustments  
9,950  
5
15,649  
4
5,782  
12  
(note 11)  
Total assets  
92,042,909  
91,888,729  
87,938,872  
As of December 31,  
(K)  
LIABILITIES & SHAREHOLDERS’ EQUITY  
2012  
2011  
2010  
Shareholders’ equity  
Share capital  
Paid-in surplus  
Reserves  
Retained earnings  
Net income  
Interim dividends  
(note 6)  
5,914,833  
27,684,290  
3,958,588  
9,314,000  
6,519,782  
(4,161,373)  
5,909,418  
27,655,005 27,208,151  
3,986,875  
4,916,078  
9,766,284  
5,874,102  
(note 6B)  
3,986,382  
4,425,753  
5,840,088  
(4,058,442) (2,664,730)  
Total shareholders’ equity  
49,230,120  
48,175,218  
44,669,746  
Contingency reserves  
Debts  
(notes 7 and 8)  
5,812,262  
4,736,302  
3,771,567  
Long-term loans  
Short-term loans  
Operating liabilities  
(note 9) 25,588,764  
28,296,453 15,929,648  
6,541,883 21,715,905  
(note 9)  
7,375,394  
3,923,987  
(note 10)  
3,839,704  
1,790,981  
Total debts  
36,888,145  
38,678,040  
39,436,534  
Accrued income  
806  
250  
-
Translation adjustments  
(note 11)  
111,576  
298,919  
61,025  
Total liabilities and Shareholders’ equity  
92,042,909  
91,888,729  
87,938,872  
310  
TOTAL. Registration Document 2012  
 
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)  
2012  
2011  
2010  
Cash flow from operating activities  
Net income  
Depreciation, depletion and amortization  
Accrued expenses of investments  
Other provisions  
6,520  
122  
140  
1,076  
7,858  
(15)  
9,766  
110  
7
965  
10,848  
(436)  
(789)  
(4)  
5,840  
102  
24  
571  
6,537  
35  
Funds generated from operations  
(
(
Gains) Losses on disposal of assets  
Increase) Decrease in working capital  
782  
(18)  
(266)  
126  
Other, net  
Cash flow from operating activities  
8,607  
9,619  
6,432  
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  
(160)  
(1,875)  
(2,035)  
662  
(82)  
(4,361)  
(4,443)  
2,419  
(64)  
(6,317)  
(6,381)  
782  
662  
2,419  
782  
Cash flow used in investing activities  
(1,373)  
(2,024)  
(5,599)  
Cash flow from financing activities  
Capital increase  
Share buybacks  
31  
-
482  
-
41  
-
Balance of cash dividends paid  
Cash interim dividends paid  
Repayment of long-term debt  
(2,684)  
(2,735)  
-
(2,685)  
(2,684)  
-
(2,662)  
(2,665)  
(63)  
Increase (Decrease) in short-term borrowings and bank overdrafts  
(1,872)  
(2,811)  
4,432  
Cash flow from financing activities  
(7,260)  
(7,698)  
(917)  
Increase (Decrease) in cash and cash equivalents  
Cash and cash equivalents at beginning of year  
Cash and cash equivalents at year-end  
(26)  
38  
12  
(103)  
141  
38  
(84)  
225  
141  
Registration Document 2012. TOTAL  
311  
 
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  
General  
reserves  
and retained  
earnings  
Revaluation  
reserve  
Total  
Number  
Amount  
Issue  
premiums  
As of January 1, 2010  
2,348,422,884  
5,871  
27,170  
11,027  
37  
44,105  
Balance of cash dividends paid(a)  
Net income 2010  
-
-
-
-
-
-
-
-
3
-
-
-
-
-
38  
-
(2,662)  
5,840  
(2,665)  
-
-
-
-
-
(2,662)  
5,840  
(2,665)  
-
Cash interim dividends paid for 2010(b)  
Capital decrease  
Issuance of common shares  
Changes in revaluation differences  
-
-
-
1,218,047  
-
41  
11  
11  
As of December 31, 2010  
2,349,640,931  
5,874  
27,208  
11,540  
48  
44,670  
Balance of cash dividends paid(c)  
Net income 2011  
-
-
-
-
-
13  
22  
-
-
-
-
(2,685)  
9,766  
(4,058)  
-
-
-
-
-
-
(2,685)  
9,766  
(4,058)  
173  
Cash interim dividends paid for 2011(d)(e)  
-
5,223,665  
8,902,717  
-
Issuance of common shares  
160  
288  
-
-
-
-
Capital increase reserved for Group Employees  
Changes in revaluation differences  
Expenses related to the capital increase reserved  
for employees  
310  
-
-
-
(1)  
-
-
(1)  
As of December 31, 2011  
2,363,767,313  
5,909  
27,655  
14,563  
48  
48,175  
Balance of cash dividends paid(f)  
Net income 2012  
-
-
-
-
-
2
4
-
-
-
-
29  
-
-
(1,311)  
6,520  
(4,161)  
-
-
-
-
-
(1,311)  
6,520  
(4,161)  
31  
Cash interim dividends paid for 2012(g)(h)  
-
798,883  
1,366,950  
-
Issuance of common shares  
-
(4)  
-
Capital increase reserved for Group Employees(i)  
Changes in revaluation differences  
Expenses related to the capital increase reserved  
for employees  
-
(24)  
(24)  
-
-
-
-
-
-
As of December 31, 2012  
2,365,933,146  
5,915  
27,684  
15,607  
24  
49,230  
(
(
(
(
(
(
(
(
(
a) Balance of the 2009 dividend paid in 2010: 2,662 million (1.14 per share).  
b) Interim dividend paid in 2010: 2,665 million (1.14 per share).  
c) Balance of the 2010 dividend paid in 2011: 2,685 million (1.14 per share).  
d) Interim dividend paid in 2011 for the 1st and 2 quarters 2011: 2,684 million (0.57 per share per dividend).  
nd  
e) Interim dividend not paid in 2011 for the 3rd quarter 2011: 1,374 million (0.57 per share).  
f) Balance of the 2011 dividend paid in 2012: 1,342 million (0.57 per share) reduced by 31 million for accounting adjustment, according to the Shareholders’ Meeting on May 11, 2012.  
g) Interim dividend paid in 2012 for the 1st and 2 quarters 2012: 2,735 million (0.57 and 0.59 per share respectively).  
h) Interim dividend not paid in 2012 for the 3rd quarter 2012: 1,426 million (0.59 per share).  
nd  
i) See note 6.  
312  
TOTAL. Registration Document 2012  
 
TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
4. Notes to the Statutory Financial Statements  
1) Accounting policies  
The 2012 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  
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.  
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.  
Loans to consolidated subsidiaries and equity affiliates are stated  
at their nominal value.  
Financial instruments  
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.  
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.  
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,  
2012  
2011  
(M)  
Cost  
Depreciation, depletion  
and amortization  
and valuation allowances  
Net  
Net  
Headquarters(a)  
Branch (A.D.G.I.L.)(b)  
463  
480  
(296)  
(86)  
167  
394  
130  
424  
Total intangible assets  
943  
(382)  
561  
554  
Land  
Buildings  
Other  
36  
95  
520  
-
(54)  
(396)  
36  
41  
124  
36  
43  
101  
Total property, plant and equipment  
Total(c)  
651  
(450)  
(832)  
201  
762  
180  
734  
1,594  
(
a) Including ongoing DD&A for 15 million in 2012 and 13 million in 2011, software for a gross amount of 284 million in 2012 and 206 million in 2011, and other for a gross amount  
of 164 million in 2012 and 156 million in 2011.  
(b) The subsidiaries’ depreciation, depletion and amortization related to commercial activity are accounted for as purchase cost of goods sold.  
c) As of December 31, 2011, aggregate cost, depreciation and valuation allowance amounted respectively to 1,450 million and 716 million.  
(
Registration Document 2012. TOTAL  
313  
 
 
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,  
2012  
(M)  
Gross amount  
at beginning  
of year  
Increases  
Decreases  
Monetary Non monetary  
Translation Gross amount  
adjustment  
at year-end  
Monetary Non monetary  
Investments  
Receivables(a)  
77,966  
9,778  
86  
2,224  
411  
-
(46)  
(577)  
(426)  
(2)  
-
77,991  
11,237  
(186)  
Total  
87,744  
2,310  
411  
(623)  
(428)  
(186)  
89,228  
Analysis by segment(b)  
Upstream  
Marketing & Services  
Refining & Chemicals  
Corporate  
5,727  
4,367  
14,116  
63,534  
243  
22  
124  
2
354  
55  
-
(96)  
(5)  
(48)  
(474)  
(2)  
(1)  
(423)  
(2)  
1
(1)  
(1)  
5,875  
4,736  
13,823  
64,794  
1,921  
(185)  
Total  
87,744  
2,310  
411  
(623)  
(428)  
(186)  
89,228  
(
(
a) Changes in receivables mainly result from flows of funds with Total Finance and Total Treasury.  
b) Information by business segment for comparative periods has been adjusted according to the new organization in force as from July 1, 2012.  
B) Allowances for investments and loans  
As of December 31,  
2012  
2011  
(M)  
Cost  
Valuation  
Net  
Net  
allowance  
Investments  
Receivables(a)(b)  
77,991  
11,237  
(505)  
(195)  
77,486  
11,042  
77,501  
9,669  
Total(c)  
89,228  
(700)  
88,528  
87,170  
Analysis by segment(d)  
Upstream  
Marketing & Services  
Refining & Chemicals  
Corporate  
5,876  
4,737  
13,823  
64,792  
(361)  
(83)  
(232)  
(24)  
5,515  
4,654  
13,591  
64,768  
5,453  
4,310  
13,887  
63,520  
Total  
89,228  
(700)  
88,528  
87,170  
(
(
(
(
a) As of December 31, 2012, the gross amount included 10,655 million related to affiliates.  
b) As of December 31, 2012, the net amount was split into 2,691 million, due in 12 months or less, and, 8,351 million, due in 12 months or more.  
c) As of December 31, 2011, aggregate cost and valuation allowance amounted respectively to 87,744 million and 574 million.  
d) Information by business segment for comparative periods has been adjusted according to the new organization in force as from July 1, 2012.  
314  
TOTAL. Registration Document 2012  
 
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,  
2012  
(M)  
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
44  
15  
-
3
2
-
-
-
-
(23)  
-
-
-
-
-
-
-
4
24  
17  
Total  
63  
5
-
(23)  
-
-
45  
B) Allowances for non-current assets  
As of December 31  
2012  
2011  
(M)  
Cost  
Valuation  
Net  
Net  
allowance  
Investment portfolio  
4
24  
17  
-
-
-
4
24  
17  
4
44  
15  
Other non-current assets(a)  
Deposits and guarantees  
Total(b)  
45  
-
45  
63  
(
a) As of December 31, 2012, net amount due in 12 months or less.  
(b) As of December 31, 2011, aggregate cost and net amounts were equivalent.  
5) Accounts receivable  
As of December 31,  
2012  
2011  
(M)  
Cost  
Valuation  
Net  
Net  
allowance  
Accounts receivable  
Other operating receivables  
1,270  
1,087  
-
-
1,270  
1,087  
1,285  
2,211  
Total(a)(b)  
2,357  
-
2,357  
3,496  
(
a) Including 1,352 million related to affiliates as of December 31, 2012.  
(b) Due in 12 months or less.  
Registration Document 2012. TOTAL  
315  
 
TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
6) Shareholders’ equity  
A) Common shares  
Share capital transactions are detailed as follows:  
Variation of the share capital  
2,348,422,884  
As of January 1, 2010  
Shares issued in connection with:Exercise of TOTAL share subscription options  
As of January 1, 2011  
1,218,047  
2,349,640,931  
Shares issued in connection with:Capital increase reserved for Group Employees  
Exercise of TOTAL share subscription options  
8,902,717  
5,223,665  
As of December 31, 2011  
2,363,767,313  
Shares issued in connection with:Capital increase under the TOTAL global free  
share plan reserved for employees  
1,366,950  
798,883  
Exercise of TOTAL share subscription options  
As of December 31, 2012(a)  
2,365,933,146  
(a) Including 108,391,639 treasury shares deducted from consolidated shareholders’ equity.  
Capital increase reserved for Group Employees  
Corporate executive officers of the Company or Group companies,  
for a period of 38 months, within the limit of 0.8% of the outstanding  
share capital at the date of the decision of the Board of Directors  
to grant such shares.  
By the seventeenth resolution of the Combined Shareholders’  
Meeting held on May 11, 2012, 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,  
reserving subscriptions for such issuance to the Group Employees  
participating in a company savings plan.  
Pursuant to this delegation of authority, the Board of Directors at its  
meeting on May 21, 2010 decided on the terms and conditions of  
the global free plan for TOTAL shares in favor of the employees of the  
Group and delegated to the Chairman and Chief Executive Officer  
of the Company all powers necessary for implementing this plan.  
At the same Shareholders’ Meeting, the shareholders also  
delegated to the Board of Directors powers to increase the share  
capital of the Company in one or more transactions and within  
a maximum period of eighteen months from the date of the  
meeting, in view of giving the employees of foreign subsidiaries  
similar advantages as those granted to employees covered  
by the seventeenth resolution.  
In this respect, on July 2, 2012, the Chairman and Chief Executive  
Officer of the Group acknowledged the issue and definitive grant  
of 1,366,950 common shares each with a par value of 2.5 to  
the designated beneficiaries, in application of the grant conditions  
approved by the Board of Directors at its meeting on May 21, 2010.  
As of December 31, 2012, 974,900 shares were still issuable  
under this plan.  
Pursuant to these delegations, the Board of Directors at its meeting  
on September 18, 2012 decided to proceed with a capital increase  
reserved for employees of the Group, including a standard  
Share cancellation  
subscription offer and a leveraged offer at the discretion of the  
employees, within the limit of 18 million shares with dividend rights  
as of January 1, 2012. It also delegated to the Chairman and Chief  
Executive Officer all powers to determine the opening and closing  
dates of the subscription period and the subscription price. This  
capital increase, opened in 2013, should be closed prior to the  
The Company did not carry out any capital reduction by share  
cancellation during the fiscal years 2010, 2011 and 2012.  
Treasury shares  
(TOTAL shares held by TOTAL S.A.)  
2
013 Shareholders’ Meeting.  
As of December 31, 2012, TOTAL S.A. holds 8,060,371 of its own  
shares, representing 0.34% of its share capital, detailed as follows:  
The previous capital increase reserved for employees of the Group  
had been decided by the Board of Directors at its meeting on  
October 28, 2010 pursuant to the authorization of the Combined  
Shareholders’ Meeting on May 21, 2010 and had resulted in the  
subscription of 8,902,717 shares, each with a par value of 2.5  
at the unit price of 34.80, the issuance of which had been  
recognized on April 28, 2011.  
– 7,994,470 shares allocated to TOTAL free share grant plans  
for Group Employees; and  
65,901 shares intended to be allocated to new TOTAL share  
purchase option plans or to new share grant plans.  
These shares are deducted from the consolidated shareholders’  
equity.  
Capital increase from the global free share plan  
for employees of the Group  
As of December 31, 2011, TOTAL S.A. held 9,222,905 of its own  
shares, representing 0.39% of its share capital, detailed as follows:  
The Shareholders’ Meeting on May 16, 2008 delegated to the  
Board of Directors the authority to proceed with the free grant  
of Company shares to employees of the Group as well as to  
6,712,528 shares allocated to TOTAL free share grant plans  
for Group Employees; and  
316  
TOTAL. Registration Document 2012  
 
TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
2,510,377 shares intended to be allocated to new TOTAL share  
purchase option plans or to new share grant plans.  
TOTAL shares held by the Group subsidiaries  
As of December 31, 2012, 2011 and 2010, TOTAL S.A. held  
indirectly through its subsidiaries 100,331,268 of its own shares,  
representing 4.24% of its share capital as of December 31, 2012,  
These shares were deducted from the consolidated shareholders’  
equity.  
4
.24% of its share capital as of December 31, 2011, 4.27%  
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:  
of its share capital as of December 31, 2010 detailed as follows:  
2,023,672 shares held by a consolidated subsidiary,  
Total Nucléaire, 100% indirectly controlled by TOTAL S.A.; and  
6,012,460 shares allocated to TOTAL free share grant plans  
for Group Employees; and  
98,307,596 shares held by subsidiaries of Elf Aquitaine  
6,143,951 shares intended to be allocated to new TOTAL share  
purchase option plans or to new share grant plans.  
(Financière Valorgest, Sogapar and Fingestval), 100% indirectly  
controlled by TOTAL S.A.  
These shares were deducted from the consolidated shareholders’ equity.  
These shares are deducted from the consolidated shareholders’ equity.  
B) Reserves  
As of December 31,  
(M)  
2012  
2011  
2010  
Revaluation reserves  
Legal reserves  
24  
740  
48  
740  
48  
740  
Untaxed reserves  
General Reserves  
2,808  
387  
2,808  
390  
2,808  
390  
Total  
3,959  
3,986  
3,986  
7) Contingency reserves  
As of December 31,  
2012  
(M)  
Gross amount  
at beginning  
of year  
Increases  
Decreases  
Gross  
amount  
at year-end  
Used  
Unused  
Reserves for financial risks  
4,299  
829  
-
-
5,128(a)  
Reserves for operating risks (including note 8)  
and compensation expense  
Reserves for non-recurring items(c)  
437  
-
140  
302  
(195)  
-
-
-
382(b)  
302  
Total  
4,736  
1,271  
(195)  
-
5,812  
(
a) Reserves for financial risks are mainly comprised of a guarantee granted to an Upstream financing subsidiary for 5,023 million.  
(b) Reserves for operating risks are primarily comprised of:  
-
237 million for retirement benefits, pension plans and special termination plans, 10 million for long-service awards;  
-
and 129 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 (see Note 23).  
(c) See Note 18.  
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)  
2012  
2011  
Pension benefits and other benefits  
Restructuring reserves  
237  
-
325  
-
Provisions as of December 31,  
237  
325  
Registration Document 2012. TOTAL  
317  
 
TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
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.  
For the fiscal year 2012, pre-financing was obtained from outside insurance companies for pension plans.  
The actuarial assumptions used as of December 31, are the following:  
2012  
2011  
Discount rate  
2.96%  
4.61%  
3.79%  
4.07%  
4.61%  
4.95%  
Average expected rate of salary increase  
Average expected rate of return on plan assets  
Average residual life expectancy of operations  
10-20 years 10-20 years  
TOTAL S.A. records a provision in its accounts for the net actuarial liability of the plan assets and the actuarial gains and losses to be  
amortized when this sum represents a pension liability.  
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)  
2012  
2011  
Actuarial liability as of December 31,  
394  
480  
Actuarial gains and losses to be amortized  
(157)  
(157)  
Provision for pension benefits and other benefits as of December 31,  
237  
323  
The total commitment for pension plans covered through insurance companies amounts to:  
(M)  
2012  
2011  
Actuarial liability as of December 31,  
Plan assets  
561  
(518)  
257  
(191)  
Net commitment as of December 31,  
43  
0
66  
2
Provision for pension benefits and other benefits as of December 31,  
9) Loans  
Due date as of December 31,  
M)  
2012  
Within  
one year  
1 to 5 years  
Beyond  
5 years  
2011  
(
Debenture loans  
% Bonds 1998 2013 (FRF 1,000 million)(a)  
Accrued interest  
5
127  
-
127  
-
-
-
-
-
129  
-
Total debenture loans  
127  
127  
-
-
129  
Other loans(b)  
Current accounts(c)  
26,205  
6,632  
616  
6,632  
24,642  
-
947  
-
28,739  
5,970  
Total  
32,964  
7,375  
24,642  
947  
34,838  
(
(
(
a) Through the use of issue swaps, this debenture loan becomes equivalent to a dollar floating rate debt.  
b) Including 26,199 million related to affiliates.  
c) Including 6,632 million related to affiliates.  
318  
TOTAL. Registration Document 2012  
 
TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
10) Liabilities  
As of December 31,  
(
M)  
2012  
1,310(a)  
2011  
Suppliers  
Other operating liabilities  
1,253(b)  
2,587  
2,614  
Total(c)(d)  
3,924  
3,840  
(
a) Excluding invoices not yet received (602 million), the outstanding liability amounts to 708 million, of which:  
-
670 million for invoices of foreign suppliers to foreign branches for which the payment schedule is as follows:  
437 million within 30 days and 233 million payable no later than 180 days;  
-
-
36 million non-Group for which the payment schedule is as follows: 1 million paid on December 31, 2012 and 35 million payable no later than January 31, 2013;  
2 million paid for invoices outstanding to the Group on December 31, 2012.  
(b) Excluding invoices not yet received (550 million), the outstanding liability amounts to 703 million, of which:  
-
-
-
-
626 million for invoices of foreign suppliers to foreign branches for which the payment schedule is as follows:  
393 million within 30 days and 233 million payable no later than 180 days;  
8 million non-Group payable no later than January 31, 2012;  
69 million to the Group for which the payment schedule is as follows: 11 million paid on December 31, 2011 and 58 million payable no later than January 31, 2012.  
(
c) Including 263 million in 2012 and 192 million in 2011 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 112 million  
as of December 31, 2012, 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 December 31, 2012  
340  
14,172  
138  
971  
825  
16,446  
Hydrocarbon and oil products  
Technical support fees  
-
13,984  
188  
-
-
143  
682  
14,127  
2,319  
340  
138  
971  
For the year ended December 31, 2011  
310  
453  
32  
934  
12,517  
14,246  
Hydrocarbon and oil products  
Technical support fees  
-
227  
226  
-
32  
-
11,875  
642  
12,102  
2,144  
310  
934  
13) Net operating expenses  
(M)  
2012  
2011  
Purchase cost of goods sold  
Other purchases and external expenses  
Taxes  
(9,690)  
(1,952)  
(40)  
(8,149)  
(1,487)  
(37)  
Personnel expenses  
(1,331)  
(1,235)  
Total  
(13,013)  
(10,908)  
14) Operating depreciation, amortization and allowances  
(M)  
2012  
2011  
Depreciation, valuation allowance and amortization on  
-
-
Property, plant and equipment and intangible assets  
Employee benefits  
(98)  
(140)  
(85)  
(282)  
Subtotal 1  
(238)  
(367)  
Reversals  
-
-
Property, plant and equipment and intangible assets  
Employee benefits  
-
-
195  
106  
Subtotal 2  
Total (1+2)  
195  
(43)  
106  
(261)  
Registration Document 2012. TOTAL  
319  
 
TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
15) Financial expenses and income  
(M)  
2012  
2011  
Financial expenses(a)  
Interest expenses and other  
Depreciation on investments and loans to subsidiaries and affiliates  
(461)  
-
(548)  
-
Subtotal 1  
(461)  
(548)  
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
26  
1
119  
Subtotal 2  
Total (1+2)  
27  
120  
(434)  
(428)  
(
(
a) Including, related to affiliates:  
b) Including, related to affiliates:  
450  
27  
526  
5
1
(
6) Dividends  
M)(  
a)  
2012  
2011  
Upstream  
116  
81  
24  
3,075  
47  
Marketing & Services  
Refining & Chemicals  
Corporate  
5
7,863  
7,472  
Total  
8,084  
10,599  
(a) Information by business segment for comparative periods has been adjusted according to the new organization in force as from July 1, 2012.  
1
7) Other financial income  
223 A and following of the French Tax Code (Régime de l’intégration  
fiscale). In accordance with the integration agreement signed  
between TOTAL S.A. and its consolidated subsidiaries, the deficits  
realized by the consolidated companies during the period of  
integration are definitively acquired by the parent company.  
and expenses  
Net income of 11 million is comprised entirely of foreign exchange  
income.  
Lastly, an additional Corporate tax contribution of 3% payable  
on amounts distributed by French or foreign companies and  
organizations subject to Corporate Tax in France has been created  
by the amending finance law for 2012. This new contribution is  
payable for amounts distributed paid on or after August 17, 2012,  
when the law came into force.  
1
8) Non-recurring income  
Non-recurring income is a loss of 287 million. It is detailed as follows:  
a reserve of 302 million, exchange value of $398 million as on  
December 31, 2012, following the investigation initiated by the  
United States Securities and Exchange Commission (SEC) and  
monitored by the U.S. Department of Justice (DoJ) in connection  
with the pursuit of business in Iran, by certain oil companies  
including, among others, TOTAL S.A.;  
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 market.  
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.  
an income on disposal of investments and intangible assets  
representing a profit of 8 million;  
scholarships and grants payments amounting to 18 million;  
reversal of reserve for 25 million primarily following the  
reevaluation of Total Outre Mer shares as part of its disposal.  
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.  
1
9) Basis of taxation  
TOTAL S.A. is subject to French corporation tax according to the  
ordinary rules of law, i.e. based on the principle of territoriality of tax  
stipulated in the French Tax Code (Article 209-I). It is also taxed  
outside France on income from its direct operations abroad.  
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.  
Moreover, since January 1, 1992, TOTAL S.A. has elected the  
95%-owned French subsidiaries tax regime provided for by Articles  
320  
TOTAL. Registration Document 2012  
 
TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
21) Commitments  
As of December 31,  
(M)  
2012  
2011  
Commitments given  
Guarantees on custom duties  
Bank guarantees(a)  
Guarantees given on other commitments  
Guarantees related to confirmed lines of credit  
Short term financing plan(b)  
Bond issue plan(b)  
1,021  
5,679  
9,441  
126  
17,739  
35,227  
1,021  
6,738  
10,203  
81  
17,964  
35,690  
Total commitments given  
69,233  
71,697  
Commitments received  
Guarantees related to confirmed lines of credit  
Guarantees on confirmed authorized bank overdrafts  
Other commitments received  
8,973  
7,071  
998  
8,836  
7,611  
1,183  
Total of commitments received  
17,042  
17,630  
(
(
a) The variation is due primarily to our operations in Yemen and Canada.  
b) TOTAL S.A. guarantees the short-term financing plan and the bond issue incurred by Total Capital and Total Capital Canada Ltd. On the overall plan amount of 52,966 million,  
26,112 million were incurred as of December 31, 2012 against 23,448 million as of December 31, 2011.  
Portfolio of financial derivative instruments  
The off-balance sheet commitments related to financial derivative instruments are set forth below.  
As of December 31,  
(M)  
2012  
2011  
Issue swaps  
Notional amount, accrued coupon interest(a)  
Fair value, accrued coupon interest(b)  
127  
30  
129  
32  
Short term swaps  
Lender at fixed rate(a)  
Fair value, accrued coupon interest(b)  
947  
-
-
-
Forward contract of currencies  
Notional value(a)  
Fair value(b)  
34  
(1)  
912  
(29)  
(
(
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,  
2012  
2011  
Managers  
Supervisors  
Technical and administrative staff  
5,203  
1,420  
453  
5,101  
1,452  
448  
Total  
7,076  
7,001  
Registration Document 2012. TOTAL  
321  
 
TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
23) Stock option, restricted share and free share plans  
A) TOTAL share subscription option plans  
2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008 Plan 2009 Plan 2010 Plan 2011 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 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 09/14/2011  
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  
33.00  
-
-
07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018 09/14/2019  
Number of options(c)  
Existing options  
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  
Notified  
Canceled(d)  
-
(1,420)  
-
(15,660)  
-
(6,584)  
-
-
(4,800)  
-
-
(5,220)  
-
-
(92,472)  
-
-
(4,040)  
(1,080)  
4,788,420  
(1,120)  
-
-
-
4,788,420  
(131,316)  
38.20  
43.50  
33.60  
Exercised  
(1,075,765)  
(141,202)  
- (1,218,047)  
Existing options  
as of January 1, 2011  
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  
Notified  
Canceled(e)  
-
(738,534)  
-
(28,208)  
-
(16,320)  
-
-
(17,380)  
-
-
(16,080)  
-
-
(13,260)  
(200)  
-
(14,090)  
-
-
(85,217)  
(2,040)  
1,518,840 1,518,840  
(1,000) (930,089)  
(9,400) (5,223,665)  
33.00  
34.86  
33.11  
Exercised  
(4,995,910)  
(216,115)  
Existing options  
as of January 1, 2012  
-
12,094,524 6,162,536 5,623,506 5,850,365 4,335,698 4,357,800 4,700,043 1,508,440 44,632,912  
44.87  
Notified  
Canceled(f)  
-
-
-
(2,516)  
-
-
(1,980)  
-
-
(1,380)  
-
-
(3,600)  
(1,630)  
-
(2,700)  
-
(4,140)  
-
-
-
39.31  
39.28  
- (11,351,931)  
(3,400) (11,371,647)  
(798,883)  
Exercised  
-
(742,593)  
(20,200)  
(34,460)  
-
Existing options  
as of December 31, 2012  
-
-
6,160,020 5,621,526 5,848,985 4,330,468 4,334,900 4,661,443 1,505,040 32,462,382  
46.96  
(
(
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%.  
(
(
e) Out of the 930,089 options canceled in 2011, 738,534 options that were not exercised expired due to the expiry of the 2003 subscription option Plan on July 16, 2011.  
f) Out of the 11,371,647 options canceled in 2012, 11,351,931 options that were not exercised expired due to the expiry of the 2004 subscription option Plan on July 20, 2012.  
Options are exercisable, subject to a continuous 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 to 2011 Plans, 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.  
of the Return on Equity (ROE) of the Group. The average ROE is  
calculated by the Group from the consolidated balance sheet and  
statement of income of the Group for fiscal years 2011 and 2012.  
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  
No decisions were taken in 2012 on a new TOTAL share  
subscription option plan.  
is equal to 100% if the average ROE is greater than or equal to 18%.  
In addition, as part of the 2011 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:  
2
011 Plan  
For the 2011 Plan, the Board of Directors decided that for each  
grantee other than the Chairman and Chief Executive Officer, the  
options will be finally granted to their beneficiary provided that the  
performance condition is fulfilled. The performance condition states  
that the number of options finally granted is based on the average  
– 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  
322  
TOTAL. Registration Document 2012  
 
TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
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.  
is calculated by the Group from the consolidated balance sheet  
and statement of income of the Group for fiscal years 2011 and  
2
012. 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  
% and 100% if the average ROE is more than 7% and less  
0
than 18%; and is equal to 100% if the average ROE is more  
than or equal to 18%.  
The acquisition rate:  
is equal to zero if the average ROE is less than or equal to 7%;  
For 50% of the share subscription options granted, the  
performance condition states that the number of options finally  
granted is based on the average of the Return on Average  
Capital Employed (ROACE) of the Group. The average ROACE  
is calculated by the Group from the consolidated balance sheet  
and statement of income of the Group for fiscal years 2011 and  
– varies on a straight-line basis between 0% and 100% if the  
average ROE is greater than 7% and less than 18%; and  
is equal to 100% if the average ROE is greater than or equal to 18%.  
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:  
2
012. 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  
% and 100% if the average ROACE is more than 6% and less  
0
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 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  
2
010 Plan  
For the 2010 Plan, the Board of Directors decided that:  
2
011. The acquisition rate is equal to zero if the average ROE is  
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;  
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  
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):  
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. 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 15%; and is equal to 100% if the average  
ROACE is more than or equal to 15%.  
-
-
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 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;  
Due to the application of the performance condition, the acquisition  
rates were 100% for the 2010 Plan.  
-
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.  
Registration Document 2012. TOTAL  
323  
TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
B) TOTAL share purchase option plans  
2
002 Plan(a)  
Total  
Weighted  
average  
exercise  
price  
Date of the Shareholders’ Meeting  
Grant date(b)  
05/17/2001  
07/09/2002  
39.58  
39.03  
07/09/2010  
Exercise price until May 23, 2006 included(c)  
Exercise price since May 24, 2006(c)  
Expiry date  
-
-
-
-
Number of options(d)  
Existing options as of January 1, 2010  
5,935,261  
5,935,261  
39.03  
Notified  
-
-
-
39.03  
39.03  
Canceled(e)  
(4,671,989) (4,671,989)  
(1,263,272) (1,263,272)  
Exercised  
Existing options as of January 1, 2011  
-
-
-
-
-
Notified  
Canceled  
Exercised  
-
-
-
-
-
-
-
-
-
Existing options as of January 1, 2012  
-
-
Notified  
Canceled  
Exercised  
-
-
-
-
-
-
-
-
-
Outstanding as of December 31, 2012  
-
-
(
a) Options are exercisable, subject to a continuous 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. This plan expired on July, 9, 2010.  
b) The grant date is the date of the Board meeting awarding the options.  
(
(
c) 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.  
(d) 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.  
(e) 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.  
324  
TOTAL. Registration Document 2012  
TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
C) TOTAL performance shares  
2008 Plan  
2009 Plan  
2010 Plan  
2011 Plan  
2012 Plan  
Total  
Date of the Shareholders’ Meeting  
Grant date(a)  
Final grant date (end of vesting period)  
Transfer authorized as from  
05/16/2008 05/16/2008 05/16/2008 05/13/2011 05/13/2011  
10/09/2008 09/15/2009 09/14/2010 09/14/2011 07/26/2012  
10/10/2010 09/16/2011 09/15/2012 09/15/2013 07/27/2014  
10/10/2012 09/16/2013 09/15/2014 09/15/2015 07/27/2016  
Number of restricted shares  
Existing options as of January 1, 2010  
2,762,476 2,966,036  
-
-
-
-
-
-
5,728,512  
Notified  
Canceled(d)  
Finally granted(b)(c)  
-
-
3,010,011  
(8,738)  
(636)  
-
-
-
-
3,010,011  
- (1,131,996)  
- (1,651,554)  
(1,113,462)  
(1,649,014)  
(9,796)  
(1,904)  
Existing options as of January 1, 2011  
-
2,954,336 3,000,637  
5,954,973  
Notified  
Canceled  
Finally granted(b)(c)(e)  
-
-
-
3,649,770  
(19,579)  
-
-
-
3,649,770  
(56,187)  
- (2,930,314)  
356  
(26,214)  
(10,750)  
(1,836)  
(356) (2,928,122)  
Existing options as of January 1, 2012  
-
-
2,988,051 3,630,191  
6,618,242  
Notified  
Canceled  
Finally granted(b)(c)(f)  
-
96  
(96)  
-
-
-
4,295,930 4,295,930  
(50,577)  
- (2,961,859)  
832  
(32,650)  
(18,855)  
(5,530)  
-
(832) (2,955,401)  
Outstanding as of December 31, 2012  
-
-
-
3,605,806 4,295,930 7,901,736  
(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) Performance shares finally granted following the death of their beneficiaries (Plan 2008 during the year 2009, Plan 2009 and Plan 2010 during the year 2010, Plan 2010 during the year  
2011, Plan 2011 during the year 2012).  
(
c) Including performance 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  
2
008 Plan was 60%.  
(
(
e) The acquisition rate for the 2009 Plan was 100%.  
f) The acquisition rate for the 2010 Plan was 100%.  
The performance 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 performance shares finally granted will  
not be permitted until the end of a 2-year mandatory holding period  
from the date of the final grant.  
In addition, as part of the 2011 plan, the Board of Directors  
decided that the number of performance share finally granted  
to the Chairman and Chief Executive Officer will be subject  
to two performance conditions:  
For 50% of the shares granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROE of the Group. The average ROE is calculated by the Group  
from the consolidated balance sheet and statement of income  
of the Group for fiscal years 2012 and 2013. The acquisition rate  
is equal to zero if the average ROE is less than or equal to 8%,  
varies on a straight-line basis between 0% and 100% if the  
average ROE is more than 8% and less than 16%, and is equal  
to 100% if the average ROE is more than or equal to 16%.  
2012 Plan  
For the 2012 Plan, the Board of Directors decided that, for each  
senior executives (other than the Chairman and Chief Executive  
Officer), the shares will be finally granted subject to a performance  
condition. This condition is based on the average ROE as published  
by the Group and calculated based on the Group’s consolidated  
balance sheet and statement of income for fiscal years 2012  
and 2013. The acquisition rate:  
For 50% of the shares granted, the performance condition states  
that the number of shares finally granted is based on the average  
ROACE of the Group. The average ROACE is calculated by  
the Group from the consolidated balance sheet and statement  
of income of the Group for fiscal years 2012 and 2013. The  
acquisition rate is equal to zero if the average ROACE is less  
than or equal to 7%, varies on a straight-line basis between 0%  
and 100% if the average ROACE is more than 7% and less  
than 15%, and is equal to 100% if the average ROACE is more  
than or equal to 15%.  
is equal to zero if the average ROE is less than or equal to 8%;  
varies on a straight-line basis between 0% and 100% if the  
average ROE is greater than 8% and less than 16%; and  
is equal to 100% if the average ROE is greater than or equal to 16%.  
The Board of Directors decided also that, for each beneficiary  
other than the Chairman and Chief Executive Officer and the senior  
(
executives) of more than 100 shares, the shares in excess of this  
number will be finally granted subject to the performance condition  
mentioned before.  
Registration Document 2012. TOTAL  
325  
TOTAL S.A.  
11  
Notes to the Statutory Financial Statements  
2011 Plan  
2010 Plan  
For the 2011 Plan, the Board of Directors decided that, for each  
senior executives (other than the Chairman and Chief Executive  
Officer), the shares will be finally granted subject to a performance  
condition. This condition is based on the average ROE as published  
by the Group and calculated based on the Group’s consolidated  
balance sheet and statement of income for fiscal years 2011  
and 2012. 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 average ROE is less than or equal to 7%;  
varies on a straight-line basis between 0% and 100% if the  
average ROE is greater than 7% and less than 18%; and  
– is equal to zero if the average ROE is less than or equal to 7%;  
varies on a straight-line basis between 0% and 100% if the  
average ROE is greater than 7% and less than 18%; and  
is equal to 100% if the average ROE is greater than or equal to 18%.  
The Board of Directors decided also that, for each beneficiary  
other than the Chairman and Chief Executive Officer and the senior  
executives) of more than 100 shares, the shares in excess of this  
number will be finally granted subject to the performance condition  
mentioned before.  
– is equal to 100% if the average ROE is greater than or equal to 18%.  
(
Due to the application of the performance condition, the acquisition  
rate was 100% for the 2010 Plan.  
D) TOTAL global free share plan  
In addition, as part of the 2011 plan, the Board of Directors decided  
that the number of performance share finally granted to the  
Chairman and Chief Executive Officer will be subject to two  
performance conditions:  
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. On June 30, 2010, entitlement  
rights to 25 free shares were granted to every employee.  
For 50% of the share subscription options granted, the  
The final grant is subject to a continued employment condition  
during the plan’s vesting period. Depending on the countries  
in which the Group companies are located, the acquisition period  
is either 2 years, followed by a vesting period of 2 years in countries  
with a 2+2 structure, or 4 years, without a vesting period in  
countries with a 4+0 structure. Moreover, the granted shares  
are not subject to any performance condition.  
performance condition states that the 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 2011 and 2012. 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  
After the acquisition period, the granted shares will become  
new shares derived from an increase in the capital of TOTAL S.A.,  
further to the incorporation of reserves or issue premiums.  
ROE is more than or equal to 18%.  
For 50% of the share subscription options granted, the  
performance condition states that the the number of options  
finally granted is based on the average 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 2011 and 2012. 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%.  
On July 2, 2012, the Chairman and Chief Executive Officer  
acknowledged the creation and definitive grant of 1,366,950 shares  
to the beneficiaries designated after the two-year vesting period.  
326  
TOTAL. Registration Document 2012  
TOTAL S.A.  
Notes to the Statutory Financial Statements 11  
2
010 Plan  
2010 Plan  
(4 + 0)  
Total  
(2 + 2)  
Date of the Shareholders’ Meeting  
Grant date(a)  
Date of the final award  
Transfer authorized as 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  
Outstanding options as of January 1, 2010  
-
-
-
Notified  
Canceled  
Finally granted(b)  
1,508,850  
(125)  
1,070,650 2,579,500  
(75)  
-
(200)  
(75)  
(75)  
Outstanding options as of January 1, 2011  
1,508,650  
1,070,575  
2,579,225  
Notified  
Canceled  
Finally granted(b)  
-
(29,175)  
(475)  
-
(54,625)  
(425)  
-
(83,800)  
(900)  
Outstanding options as of January 1, 2012  
1,479,000  
1,015,525  
2,494,525  
Notified  
Canceled  
Finally granted(b)(c)  
-
(111,725)  
(1,367,275)  
-
-
(40,275)  
(152,000)  
(350) (1,367,625)  
Outstanding as of December 31, 2012  
-
974,900 974,900  
(
(
(
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.  
c) 1,366,950 shares awarded finally to the beneficiaries designated after the two-year vesting period.  
24) Others  
Compensation for the administration and management bodies  
The aggregate amount of direct and indirect compensation accounted for by the French and foreign affiliates of the Company for the  
executive officers of TOTAL (the members of the Management Committee and the Treasurer) and for the members of the Board of Directors  
who are employees of the Group, is detailed as follows:  
For the year ended  
(M)  
2012  
2011  
2010  
Number of people  
34  
21.3  
5.9  
11.4  
-
30  
20.4  
2.2  
9.4  
-
26  
20.8  
1.6  
12.2  
-
Direct or indirect compensation received  
Share-based payments expense (IFRS 2)  
Pension expenses(a)  
Other long-term benefits expenses  
Termination benefits expenses  
-
4.8  
-
(
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 181.3 million provisioned as of December 31, 2012 (against 139.7 million as of December 31, 2011 and  
113.8 million as of December 31, 2010).  
The compensation allocated to members of the Board of Directors for directors’ fees totaled 1.10 million in 2012  
1.07 million in 2011 and 0.96 million in 2010).  
(
Legal proceedings  
All legal proceedings involving TOTAL S.A. are included in Note 32 – Other risks and commitments – to the Consolidated Financial Statements  
attached to the Registration Document.  
Registration Document 2012. TOTAL  
327  
 
TOTAL S.A.  
11  
Other financial information concerning the Parent company  
5
. Other financial information  
concerning the parent company  
5.1. Subsidiaries and affiliates  
As of December 31, 2012  
M)  
% of share  
capital  
owned by  
the company  
Share  
capital sharehoders’  
equity  
Other  
Book value  
Loans &  
avances  
Sales  
Net  
income  
Dividends Commitments  
(
of investments  
paid  
&
contingencies  
gross  
net  
Subsidiaries  
Elf Aquitaine  
Omnium  
100.0  
100.0  
100.0  
2,166  
30  
22,523  
428  
45,787  
114  
45,787  
114  
-
-
-
54  
3,889  
5
7,685  
-
-
-
Reinsurance CIE  
Total China  
Investment Ltd  
Total E&P Golfe  
Holdings Ltd  
Total E&P Holdings  
Total E&P Holdings  
Ichthys  
Total E&P Ichthys  
Total E&P Iraq  
77  
-
157  
40  
140  
140  
4
472  
33  
100.0  
65.8  
-
6
186  
7,954  
2,855  
1,118  
2,855  
1,118  
-
-
-
-
193  
3,405  
-
-
-
-
100.0  
100.0  
100.0  
84  
298  
13  
(1)  
(4)  
(14)  
84  
298  
67  
84  
298  
67  
-
-
-
-
-
86  
(1)  
(2)  
(16)  
-
-
-
-
-
-
Total Energie  
Développement  
Total Gaz & Power  
Actifs Industriels  
Total Gasandes S.A.  
Total Gestion USA  
Total Holdings Europe  
Total Raffinage Chimie  
Total Raffinage Marketing  
Total Refining  
100.0  
63  
(72)  
79  
4
-
1
13  
-
-
100.0  
100.0  
100.0  
53.2  
100.0  
74.1  
330  
2
3,969  
65  
934  
319  
82  
60  
-
330  
150  
3,969  
4,446  
13,171  
4,487  
330  
20  
3,969  
4,446  
13,171  
4,487  
-
-
-
-
-
-
-
-
-
-
60  
9
12  
-
-
24  
-
-
-
-
-
-
-
-
10,744  
12,119  
4,283  
1,875  
(3)  
598  
21,091  
-
1,000  
Saudi Arabia S.A.S  
Other  
100.0  
-
80  
-
14  
-
80  
821  
80  
170  
-
-
(1)  
-
-
-
521 11,063(a)  
298  
58,790  
Total  
-
-
-
77,996  
77,491  
11,237  
-
-
8,084  
59,790  
(
(
a) Including Total Finance for 7,485 million and Total Treasury for 2,729 million.  
b) Including 52,966 million concerning Total Capital for debenture loan emission program and short-term financing.  
328  
TOTAL. Registration Document 2012  
 
 
TOTAL S.A.  
Other financial information concerning the Parent company 11  
5.2. Five-year financial data  
Share capital at year-end  
(K)  
2012  
2011  
2010  
2009  
2008  
Share capital  
Number of common shares outstanding(a)  
5,914,833  
5,909,418  
5,874,102  
5,871,057  
5,929,520  
2,365,933,146 2,363,767,313 2,349,640,931 2,348,422,884 2,371,808,074  
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  
32,462,382  
44,632,912 49,267,826 45,828,769 42,965,666  
-
-
-
-
-
610,086  
-
-
974,900  
2,494,525  
2,579,225  
Operation and income for the year  
(K)  
2012  
2011  
2010  
2009  
2008  
Net commercial sales  
Employee profit sharing  
14,127,247  
55,000  
12,102,415  
51,000  
8,347,108  
48,000  
6,246,165  
35,000  
9,970,955  
42,000  
Net income  
6,519,782  
9,314,000  
15,833,782  
5,581,925  
10,251,857  
9,766,284  
4,916,078  
14,682,362 10,265,841  
5,392,829  
9,289,533  
5,840,088  
4,425,753  
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  
Retained earnings before appropriation  
Income available for appropriation  
Dividends (including interim dividends)  
Retained earnings  
5,384,541  
4,881,300  
Earnings per share  
()  
2012  
2011  
2010  
2009  
2008  
Income after tax, before depreciation, amortization and provisions(a)(b)  
Income after tax and depreciation, amortization and provisions(a)(b)  
Net dividend per share(a)  
3.44  
2.88  
2.34  
4.80  
4.33  
2.28  
2.90  
2.60  
2.28  
2.68  
2.52  
2.28  
2.87  
2.67  
2.28  
Employees  
(K)  
2012  
2011  
2010  
2009  
2008  
Average number of employees during the year(c)  
Total payroll for the year  
Social security and other staff benefits  
7,076  
954,487  
383,844  
7,001  
910,707  
331,248  
6,809  
815,269  
311,114  
6,595  
881,515  
312,973  
6,311  
666,686  
282,040  
(
(
(
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 (Exemption from activity: 50 people in 2008, 74 people in 2009, 79 people in 2010, 89 people in 2011 and 96 people in 2012).  
Registration Document 2012. TOTAL  
329  
 
TOTAL S.A.  
11  
Other financial information concerning the Parent company  
5.3. Allocation of 2012 income  
(Net dividend proposed: 2.34 per share)  
()  
Income of the year  
Retained earnings before appropriation  
6,519,781,836.03  
9,313,999,767.81  
Total available for allocation  
15,833,781,603.84  
Interim dividends:  
-
-
paid in 2012(a)  
2,735,119,289.56  
1,426,253,222.37  
1,420,552,843.31  
to be paid in 2013 including interim dividend approved in 2012(b)  
Balance of dividends to be paid in 2013  
2
012 dividends  
5,581,925,355.24  
10,251,856,248.60  
Retained earnings  
Total allocated  
15,833,781,603.84  
(
(
a) 2,357,856,883 x 0.57 +2,357,865,875 x 0.59.  
b) 2,417,378,343 x 0.59.  
5.4. Statement of changes in share capital for the past five years  
For the year ended  
K)  
Cash contributions  
Successive  
Cumulative  
number  
of common  
shares of the  
Company  
amounts  
of nominal  
capital  
(
Par value  
Issue/  
conversion  
premium  
2008  
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  
(75,000)  
9,631  
38,166  
203,521  
5,989,399 2,395,759,521  
5,992,344 2,396,937,688  
6,004,520 2,401,808,074  
5,929,520 2,371,808,074  
(1,565,629)  
2009  
Changes in capital  
Options covered by the exchange guarantee  
Exercise of share subscription options  
Capital decrease  
1,200  
2,337  
(62,000)  
17,179  
29,996  
(1,160,212)  
5,930,720 2,372,288,104  
5,933,057 2,373,222,884  
5,871,057 2,348,422,884  
2
010  
011  
Changes in capital  
Exercise of share subscription options  
Changes in capital  
3,045  
37,875  
5,874,102 2,349,640,931  
2
Exercise of share subscription options  
Capital increase reserved for Group Employees  
13,059  
22,257  
159,896  
287,558  
5,887,161 2,354,864,596  
5,909,418 2,363,767,313  
2012  
Changes in capital  
Exercise of share subscription options  
Capital increase reserved for Group Employees(a)  
1,997  
3,417  
29,285  
-
5,911,415 2,364,566,196  
5,914,833 2,365,933,146  
(a) See Note 6.  
330  
TOTAL. Registration Document 2012  
 
TOTAL S.A.  
Consolidated financial information for the last five years 11  
6
. Consolidated financial information  
for the last five years  
6.1. Summary consolidated balance sheet for the last five years  
As of December 31,  
(M)  
2012  
2011  
2010  
2009  
2008  
ASSETS  
Non-curret assets  
104,312  
100,386  
85,512  
77,996  
71,252  
Intangible assets  
Property, plant and equipment  
Other non-current assets  
12,858  
69,332  
22,122  
12,413  
64,457  
23,516  
8,917  
54,964  
21,631  
7,514  
51,590  
18,892  
5,341  
46,142  
19,769  
Current assets  
67,517  
63,663  
58,206  
49,757  
47,058  
Inventories  
Other current assets  
Assets classified as held for sale  
17,397  
46,323  
3,797  
18,122  
45,541  
-
15,600  
41,336  
1,270  
13,867  
35,890  
-
9,621  
37,437  
-
Total assets  
LIABILITIES  
171,829  
164,049  
143,718  
127,753  
118,310  
Shareholder’s equity, Group share  
Non-controlling interests  
72,912  
1,281  
68,037  
1,352  
60,414  
857  
52,552  
987  
48,992  
958  
Provisions and other non-current liabilities  
Non-curent financial debt  
Current debt  
26,343  
22,274  
47,538  
25,401  
22,557  
46,702  
21,216  
20,783  
40,251  
20,369  
19,437  
34,408  
17,842  
16,191  
34,327  
Liabilities directly associated  
with the assets classified as held for sale  
1,481  
-
197  
-
-
Total liabilities  
171,829  
164,049  
143,718  
127,753  
118,310  
6.2. Consolidated statement of income for the last five years  
As of December 31,  
(M)  
2012  
2011  
2010  
2009  
2008  
Sales  
Operating expenses  
Depreciation and amortization of tangible assets  
Other income and expense  
Cost of net debt  
200,061  
(168,674)  
(9,525)  
547  
184,693  
(152,897)  
(7,506)  
699  
159,269  
(131,963)  
(8,421)  
496  
131,327  
(109,521)  
(6,682)  
(286)  
179,976  
(150,534)  
(5,755)  
(185)  
(571)  
(440)  
(334)  
(398)  
(527)  
Other financial income and expense  
Equity share of net income from affiliates  
Income tax  
59  
2,010  
(13,066)  
180  
1,925  
(14,073)  
35  
1,953  
(10,228)  
298  
1,642  
(7,751)  
403  
1,721  
(14,146)  
Consolidated net income  
Group share  
10,841  
10,694  
147  
12,581  
12,276  
305  
10,807  
10,571  
236  
8,629  
8,447  
182  
10,953  
10,590  
363  
Non-controlling interests  
Registration Document 2012. TOTAL  
331  
 
 
332  
TOTAL. Registration Document 2012  
12.  
Responsabilité sociale, environ-  
Social and environmental  
information 12  
nementale et sociétale  
Social and environmental  
information  
1.  
Employee policy  
334  
1.1.  
1.2.  
1.3.  
1.4.  
1.5.  
Group Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .334  
Organization of work time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .336  
Dialog with employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .336  
Training . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .337  
Equal opportunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .338  
2.  
Safety, health and environment information  
339  
2.1.  
2.2.  
2.3.  
Occupational health and safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .340  
Environmental protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .341  
Consumer health and safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .346  
3.  
Community development information  
347  
3.1.  
3.2.  
3.3.  
3.4.  
Stakeholder relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .347  
Social and economic development of host communities and countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .348  
Partnerships and philanthropy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .350  
Fair operating practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .351  
4.  
Other social, community development and environmental information  
353  
4.1.  
4.2.  
4.3.  
TOTAL and Canadian oil sands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .353  
TOTAL and shale gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .353  
TOTAL and the Arctic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .354  
5.  
Third party assurance report  
355  
5
5
.1.  
.2.  
Attestation of presentation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .355  
Limited assurance report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .355  
Registration Document 2012. TOTAL  
333  
Social and environmental information  
12  
Employee policy  
TOTAL puts Corporate Social Responsibility (CSR) at the heart of its  
activities and adheres to the following principles:  
– to promote equal opportunities and foster diversity among its  
personnel.  
to protect the safety of people and its facilities;  
to limit its environmental footprint;  
to ensure that its Code of Conduct is applied to all of its activities;  
to incorporate the challenges of sustainable development in the  
exercise of its activities;  
to increase its local integration by placing dialog with its  
stakeholders at the heart of its policy and contributing to the  
economic and social development of the regions where the  
Group has operations;  
The note on reporting scope and method concerning the information  
provided in Chapter 12 is available on the Company’s website  
(total.com, heading CSR Analysts).  
TOTAL refers to the IPIECA (the global oil and gas industry  
association for environmental and social issues) specific reporting  
guidance for the oil industry, and to the Global Reporting Initiative  
(GRI). More details on these reporting frameworks can be found on  
the Group’s website (total.com, heading CSR Analysts).  
1. Employee policy  
The quantitative information set out below about TOTAL’s employees worldwide relates to all the subsidiaries consolidated under the global  
integration method. Some of the data comes from the Worldwide Human Resources Survey (WHRS), which uses almost one hundred  
indicators measuring important factors of the Group’s employee policy. This annual survey is performed on a sample of employees from the  
consolidated companies, representative of their distribution by business segment and region; when such WHRS data is mentioned in this  
document, reference is made to this sample, which represents 82% of the Group headcount in 2012, compared with 77% in 2011.  
1.1. Group Employees  
1
.1.1. Group Employees (  
Group Employees  
as of December 31,  
2012  
2011  
2010  
1)  
as of December 31, 2012  
Breakdown by region  
Mainland France  
French Overseas  
Departments and Territories  
Rest of Europe  
Africa  
North America  
South America  
Asia  
As of December 31, 2012, the Group had 97,126 employees  
belonging to 359 companies and subsidiaries located in 107  
countries. The tables below show, at year-end 2010, 2011 and  
36.0%  
36.5%  
37.9%  
0.4%  
23.5%  
9.6%  
6.4%  
8.9%  
13.2%  
1.3%  
0.5%  
0.4%  
23.4%  
9.6%  
6.8%  
7.5%  
14.1%  
1.1%  
0.6%  
0.3%  
26.8%  
9.4%  
6.7%  
7.3%  
10.1%  
0.9%  
0.6%  
2012, the breakdown of employees by the following categories:  
gender, nationality, business segment, region, and age bracket:  
Group Employees  
as of December 31,  
2012  
2011  
2010  
Total number of employees  
97,126  
96,104  
92,855  
Middle East  
Oceania  
Women  
Men  
French  
Other nationalities  
30.0%  
70.0%  
35.6%  
64.4%  
29.7%  
70.3%  
36.1%  
63.9%  
29.4%  
70.6%  
37.4%  
62.6%  
Breakdown by age bracket  
<
25  
5.7%  
29.2%  
28.5%  
23.7%  
12.9%  
5.9%  
30.0%  
28.1%  
24.0%  
12.0%  
6.4%  
27.4%  
28.7%  
25.5%  
12.0%  
25 to 34  
Breakdown by business segment  
Upstream  
35 to 44  
45 to 54  
> 55  
Exploration & Production  
Gas & Power  
16.9%  
1.7%  
16.7%  
1.7%  
16.7%  
1.5%  
Refining & Chemicals  
Refining & Chemicals  
Trading & Shipping  
Marketing & Services  
Marketing & Services  
New Energies  
The workforce increased by 1.1% between 2011 and 2012. After  
France, at year-end 2012 the country with the most employees was  
the United States, followed by China, Germany and Belgium.  
52.5%  
0.6%  
51.9%  
0.5%  
53.8%  
0.6%  
The breakdown by gender and nationality of managers or  
equivalent positions ( 300 Hay points) is as follows:  
21.6%  
5.2%  
1.5%  
21.6%  
6.2%  
1.5%  
25.7%  
0.2%  
1.5%  
Corporate  
Breakdown of managers  
2012  
2011  
2010  
or equivalent as of December 31,  
Total number of managers  
27,639  
26,836  
25,998  
Women  
Men  
French  
Other nationalities  
23.5%  
76.5%  
40.7%  
59.3%  
23.1%  
76.9%  
41.1%  
58.9%  
22.7%  
77.3%  
41.6%  
58.4%  
(1) The number of employees includes only employees of fully consolidated entities.  
334  
TOTAL. Registration Document 2012  
 
Social and environmental information  
Employee policy 12  
In 2012, the Worldwide Human Resources Survey covered 80,003 employees belonging to 145 subsidiaries.  
Group included in WHRS  
Employees surveyed  
2012  
80,003  
82%  
2011  
2010  
73,654  
66,644  
%
of Group Employees  
77%  
72%  
1.1.2. Employees joining and leaving TOTAL  
As of December 31,  
2012  
2011  
2010  
Total number hired on open-ended contracts  
9,787  
9,295  
8,792  
Women  
Men  
French  
Other nationalities  
31.0%  
69.0%  
11.8%  
88.2%  
29.4%  
70.6%  
12.8%  
87.2%  
30.7%  
69.3%  
8.7%  
91.3%  
The number of employees hired on open-ended contracts in 2012 in the consolidated companies increased by 5.3% compared with 2011.  
The regions in which the largest number of employees on open-ended contracts was hired were Latin America (32%) – Brazil (17.1%) and  
Mexico (13.6%) – followed by Asia (25.5%) and Europe (24.6%) and the business that hired most was Refining & Chemicals (63.7%).  
The consolidated Group companies also hired 3,302 employees on fixed-term contracts. Over 500,000 job applications were received by  
the subsidiaries covered by the WHRS.  
As of December 31,  
2012  
2011  
2010  
Departures excluding retirement/transfers/early retirement/  
voluntary departures and expiry of short-term contracts  
8,324  
6,892  
7,939  
Death  
Resignations  
Redundancies/negotiated departures(a)  
Negotiated departures (France)  
155  
4,946  
3,006  
217  
119  
4,332  
2,199  
242  
146  
4,957  
2,619  
217  
Total departures/Total employees  
8.6%  
7.2%  
8.5%  
(a) The increase between 2011 and 2012 is principally due to the reduction of employees at SunPower (essentially in the Philippines).  
1
.1.3. Compensation  
the three-yearly incentive and profit-sharing agreement for 2012-2014  
applying to the oil and petrochemicals(1) industry in France, for the  
first time includes a component of remuneration that is conditional  
on reaching an HSE target assessed by the sector of activity.  
TOTAL’s approach to overall compensation (salary and  
employee benefits) is guided by the twin imperatives of external  
competitiveness, with salaries and social protection schemes  
positioned relative to local reference markets, and internal fairness.  
These shared principles are adapted in line with local factors such  
as labor laws, the economic context and the job market in the  
various countries where the Group operates.  
Moreover, 90% of the employees in the scope of the 2012 WHRS  
are employed in countries where the law guarantees a minimum  
wage. In the absence of legislation for the remaining 10%, the Group,  
at the very least, complies with the local agreements on pay (company  
agreements or collective conventions) or builds its own structure.  
The minimum compensation is always set in accordance with the  
above policy, which is based on external benchmarks, thereby  
guaranteeing compensation above the locally applicable minimum.  
Most of the subsidiaries that implement annual individual pay reviews  
attempt to position their compensation at least at the mid-point  
of the comparative external reference (market average).  
General and merit-based increases take place regularly. Group  
companies may also use tools that reward collective performance  
The development of employee shareholding is another cornerstone  
of the Group’s compensation policy. It is used to foster a good  
understanding of the Company’s core values and to create a direct link  
with company performance. TOTAL thus grants performance shares  
to a significant number of employees on the basis of the Group’s  
achievement of overall economic goals (see point 5. in Chapter 5).  
(for example, in France, incentives and profit-sharing), together with  
base salary supplements, such as bonuses or variable portions,  
to acknowledge individual performance.  
The HSE (Health, Safety and Environment) aspect is now also  
increasingly taken into account when evaluating individual and  
collective performance. A policy is pursued that recognizes HSE  
performance by assessing the individual performance of managers  
In July 2012, the Board of Directors approved a performance share  
plan relating to approximately 10,000 employees. This is the  
8th plan implemented by the Group since the granting of free shares  
to employees has been permitted by French law, and provides  
a significant rate of renewal with 39% of new beneficiaries.  
(targets and achievements assessed during the annual performance  
review) and collective team performance. As part of this policy,  
(1) Including twelve Upstream, Refining & Chemicals and Marketing & Services companies in France.  
Registration Document 2012. TOTAL  
335  
Social and environmental information  
12  
Employee policy  
The Group regularly invites its employees to subscribe to capital  
increases reserved for employees, the latest of which was launched  
in 2011, attracting 33,000 subscribers in 103 countries. In  
September 2012, the Board of Directors decided on a new  
operation that will be launched in the first half of 2013. In addition  
to a conventional scheme, this latest offer proposes a scheme that  
secures the employee’s investment with a guaranteed minimum  
return. The reservation phase took place in January 2013, when  
almost 25% of employees in the eligible worldwide scope placed  
reservation orders. The definitive results will be made known after  
the period of subscription/withdrawal in March.  
In 2012, this proportion reached 89% of the headcount included in  
the WHRS.  
The pension and employee benefit programs in the Group’s  
subsidiaries improve every year. Since 2011, such improvements  
include the gradual introduction of a supplementary pension  
scheme in certain subsidiaries of Refining & Chemicals and  
Marketing & Services, and the benchmarking and introduction  
of supplementary health and life insurance schemes in eight Asian  
countries. Additional improvements were made in 2012 in other  
countries, in line with the Group standard of life insurance amounting  
to two years of minimum compensation if an employee dies,  
irrespective of the cause.  
Moreover, TOTAL places the development of employee savings,  
wherever possible, and the social protection (health insurance, life  
insurance) of its employees at the heart of its Human Resources  
policy. Therefore, a life insurance program paying a minimum of two  
years’ salary has been set up in a large majority of Group companies.  
For more detailed information, see points 5. and 6. of Chapter 5  
of this Registration Document.  
1.2. Organization of work time  
The average work week is determined by applicable local law. It is less than forty hours in most of the subsidiaries in Europe and Japan,  
and forty hours in most of the Asian and African countries. It is longer in the United States and India.  
The sickness absenteeism rate is one of the indicators monitored in the WHRS:  
WHRS 2012 WHRS 2011 WHRS 2010  
Sickness absenteeism rate  
2.6%  
2.7%  
2.8%  
Depending on current local law, there are several programs that aim to create a better balance between work and private life and/or to  
encourage equal career opportunities. A project was launched in France in 2012 to test teleworking in certain Group companies.  
WHRS 2012 WHRS 2011 WHRS 2010  
%
%
%
%
of companies offering the option of working part-time(a)  
of employees working part-time of those given the option  
of companies offering the option of teleworking  
69%  
5%  
19%  
2%  
63%  
5%  
15%  
3%  
70%  
5%  
NA  
of employees involved in teleworking of those given the option  
NA  
(a) The reduction in this percentage in 2010 and that of 2011is explained by the differences in the scope of the WHRS.  
1.3. Dialog with employees  
TOTAL’s employees and their representatives have a privileged  
position and role among the numerous stakeholders with which  
the Group has and intends to develop regular dialogue (see also  
paragraph 3.1. of this Chapter). In France, thirty-two agreements  
were signed with employee representatives in 2012, covering in  
particular retirement conditions, compensation systems,  
geographical relocations and teleworking. In countries where  
employee representation is not required by law, TOTAL strives to  
set up such representation (for example in Myanmar and Nigeria).  
There are therefore employee representatives in the majority  
of Group companies, most of whom are elected. The subjects  
covered by dialogue with employees vary from company to  
company, but there are common major themes such as work time,  
health and safety, compensation, training and equal opportunity.  
The internal reorganization of the Group in 2012, which saw  
the creation of the Refining & Chemicals and Marketing & Services  
sectors, was successfully completed without any redundancies.  
WHRS 2012 WHRS 2011 WHRS 2010  
Percentage of companies with employee representation(a)  
Percentage of employees covered by collective agreements  
79.9%  
67.7%  
77.4%  
70.3%  
86.2%  
73.4%  
(a) The reduction in this percentage in 2010 and that of 2011 is explained by the differences in the scope of the WHRS.  
336  
TOTAL. Registration Document 2012  
 
Social and environmental information  
Employee policy 12  
TOTAL continues to develop dialog with employees on a European  
scale through negotiations with European trade union federations.  
and hold discussions on the Group’s strategy, its social, economic  
and financial situation, as well as questions of Sustainable  
Development, CSR and safety on a European scale.  
Several agreements have been signed, including the convention on  
labor relations and equal opportunities that aims to set up a common  
social platform applicable to all the Group’s European entities.  
Negotiations on contingency - life insurance and safety are scheduled  
in 2013.  
In addition, every other year TOTAL carries out an internal survey  
amongst all its employees to gather their views and expectations  
with regard to their work situation and perception of the Company,  
locally and as a Group.  
A single European Work Committee representing the personnel has  
been set up at the Group-wide level in order to inform employees  
1.4. Training  
The Group has four priority goals in the field of training:  
The Group’s efforts in the field of training continued in 2012 (87%  
of employees followed at least one training course) with, within  
the scope of the WHRS, 428,000 days of training, for a total training  
budget of about 276 million (mentoring represents approximately  
22%). Priorities for technical training or training that meets the  
specific needs of the activities are implemented by the operational  
business divisions in order to better meet the needs of the personnel.  
sharing TOTAL’s Corporate values, in particular with respect  
to ethics and health, safety and the environment;  
increasing key skills in all our business areas and maintaining  
a high level of operating performance;  
promoting employees’ integration and career development through  
induction, management and personal development training;  
In 2012, particularly close attention was paid to Health Safety and  
Environment training, with the arrival of new programs designed to  
reinforce the HSE culture amongst managers and executives.  
supporting the policy of diversity and mobility within the Group  
through language and intercultural training.  
Average number of days’ training/year per employee  
(including mentoring, excluding e-learning)  
WHRS 2012 WHRS 2011 WHRS 2010  
Group average  
5.5  
5.8  
6.6  
By sector  
Upstream  
Exploration & Production  
Gas & Power  
Refining & Chemicals  
Refining & Chemicals  
Trading & Shipping  
Marketing & Services  
Marketing & Services  
New Energies  
8.9  
9.5  
11.5  
12.5  
4.2  
5.4  
5.5  
2.1  
4.4  
4.4  
5.6  
2.5  
9.2  
5.1  
4.9  
4.9  
1.9  
4.2  
4.7  
2.0  
2.9  
9.8  
5.3  
5.0  
5.0  
2.1  
4.4  
4.4  
6.2  
2.4  
Corporate  
By region  
Africa  
North America  
Latin America  
Asia-Pacific  
Europe  
Middle East  
Oceania  
9.2  
8.3  
4.1  
6.0  
4.6  
11.6  
3.4  
2.4  
8.3  
7.9  
6.2  
9.4  
4.5  
13.9  
1.5  
1.5  
8.8  
11.2  
5.3  
13.2  
4.7  
35.3  
N/A  
N/A  
French Overseas Departments and Territories  
Breakdown by type of training given (including mentoring, excluding e-learning)  
Technical  
Safety  
Language  
Other(a)  
42%  
27%  
11%  
20%  
42%  
29%  
8%  
47%  
27%  
8%  
21%  
18%  
(a) Other: management, personal development, intercultural.  
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12  
Employee policy  
1.5. Equal opportunity  
TOTAL strives to offer equal opportunities to all its employees  
throughout their professional careers. An action plan was launched  
in 2004 to ensure that not only recruiters and career managers,  
but also business unit managers comply with the principle of equal  
opportunities.  
In 2012, 72% of managers recruited were non-French, representing  
almost seventy-four nationalities. Several measures have been  
put in place so that the internationalization of management reflects  
this diversity, including harmonizing Human Resources practice  
(for example with regard to hiring and annual appraisals), increasing  
numbers of foreign postings for non-French employees, and  
decentralizing training.  
Since 2004, the Group’s Diversity Council, chaired by a member  
of the Executive Committee, has been overseeing activities with  
a view to increasing the number of women employees, international  
employees and local employees up to the highest levels of  
management. Promoting diversity goes hand-in-hand with  
combating all forms of discrimination within the Group, whether  
in relation to openness to different social background, equal  
opportunities for men and women or the hiring and retaining  
of employees with disabilities.  
% of non-French  
2012  
2011  
2010  
In recruitment on open-ended contracts 88%  
Employees in management  
87%  
91%  
(1)  
recruitment/JL 10  
71%  
64%  
59%  
25%  
75%  
64%  
59%  
23%  
74%  
63%  
58%  
23%  
Employees  
Employees in management/JL 10  
(1)  
Employees in senior management  
1
.5.1. Equal treatment for men and women  
1
.5.3. Measures promoting the employment  
In addition to the various collective agreements embodying its  
commitment to equal treatment of men and women, TOTAL signed  
in 2010 the Women’s Empowerment Principles - Equality Means  
Business (unglobalcompact.org), set out by the United Nations  
Global Compact.  
and integration of people with disabilities  
For over twenty years, TOTAL has set out its disability policy  
through successive agreements signed with employee  
representatives in France to promote the employment of workers  
with disabilities.  
The Group intends to continue to foster gender diversity in all the  
Group’s professions and to enable women to gain access to all  
levels of responsibility on equal terms with their male counterparts.  
In this regard, the Diversity Council monitors the following indicators:  
While promoting the direct recruitment of disabled people and  
cooperation with the sheltered employment sector, TOTAL also  
takes various types of action:  
%
of women  
2012  
2011  
2010  
– in-house: leaflets, awareness sessions organized for senior  
and Human Resources managers, etc.  
In recruitment on open-ended contracts 32%  
Employees in management  
recruitment/JL(1) 10  
Employees  
Employees in management/JL(1) 10  
Employees in senior management  
29%  
31%  
– externally: cooperation with recruitment agencies, information  
and advertising aimed at students, attendance at specialized  
recruitment forums, etc.  
27%  
30%  
24%  
16%  
28%  
30%  
23%  
15%  
27%  
29%  
23%  
13%  
The Group also supports the integration, professional training and  
retaining of workers with disabilities.  
TOTAL also participates in the BoardWomen Partners program,  
which aims to significantly increase the proportion of women in  
the boardrooms of large companies throughout Europe. Following  
the 2012 Shareholders’ Meeting, 33% of TOTAL’s Board of Directors  
were women, compared with 26% before the meeting. Refer  
to paragraph 1.1. in Chapter 5 for more details.  
Two three-year framework agreements (2010-2011-2012) with  
the French representative unions, set out TOTAL’s policy in France  
with regard to integrating people with disabilities into the work  
world. The renewal of these agreements will be negotiated in the  
first half of 2013.  
The Group also shows its commitment through agreements  
or provisions relating to access to employment, maternity and  
paternity leave, childcare facilities, working conditions, balancing  
work and family responsibilities, and managing dual careers.  
1.5.4. Measures promoting  
non-discrimination and diversity  
In addition to basing its recruitment policy on the principle of  
non-discrimination on the grounds of ethnicity, TOTAL is involved  
in a number of initiatives to promote diversity. In France, the Group  
is in particular a partner in the action taken by IMS-Entreprendre  
pour la Cité (Institut Mécénat-Solidarité), with a view to facilitating  
the integration of young graduates into the workplace.  
1.5.2. Internationalization of management  
With employees representing over 130 nationalities, TOTAL enjoys  
great cultural diversity, and it is important that this be reflected at all  
levels of the Company and across all business segments.  
The TOTAL Foundation also works alongside several associations  
that help young graduates from disadvantaged backgrounds to find  
jobs or support them in further education.  
The Group’s companies recruit for a highly varied portfolio of business  
segments, usually with a large technical component, and strive  
to prioritize local recruitment.  
(1) JL: The level of the job position according to the Hay method. The Hay method is a unique reference framework used to classify and assess jobs. JL10 corresponds to junior managers.  
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Safety, health and environment information 12  
2. Safety, health and environment information  
TOTAL’s safety, health and environment policy is based on the charter below, which was adopted in 2000 and updated in 2009. This charter  
represents the common framework of the Group’s HSE and Quality management systems. Group directives define the minimum  
requirements expected in the different HSE areas and are implemented in the business segments, which subsequently factor in the specific  
characteristics of their operations. Recommendations, guides and manuals are regularly published and made available to the different  
business segments. They provide invaluable guidance and support for implementing and managing the Group’s policies.  
Safety Health Environment Quality Charter  
Total has based its policy in matters pertaining to health, safety, the environment and quality on the following 10 principles:  
Article 1  
Total considers personal health and safety, operational safety, respect for the environment, customer satisfaction and listening to  
stakeholders as paramount priorities.  
Article 2  
Total strives to comply with applicable laws and regulations wherever it conducts its business and supplements them, when appropriate,  
with its own specific requirements.  
Article 3  
Total promotes among its employees a shared culture the core components of which are skills management, incident feedback, information  
and dialogue. This process is driven by the leadership and exemplary conduct of management.  
Article 4  
Total favors the selection of its industrial and business partners on the basis of their ability to comply with its health, safety, environment  
and quality policy.  
Article 5  
Total implements, for all its operations, appropriate management policies regarding health, safety, environment and quality risks which  
are regularly assessed. No project development or product launch may be undertaken without a risk assessment covering the entire life  
of the project or product.  
Article 6  
Appropriate health, safety, environment and quality management systems for each line of business undergo regular assessment involving  
measuring the performance, setting milestones, formulating relevant action plans and instituting suitable control procedures.  
Article 7  
In order to respond effectively in the event of accidents, Total equips itself appropriately and establishes emergency procedures that are  
periodically reviewed and regularly tested during exercises.  
Article 8  
All employees, at all levels, must be aware of their role and personal responsibility in performing their duties, giving due consideration  
to the prevention of risks of accidents, harm to health, environmental damage or adverse impacts on product and service quality.  
Vigilance and professionalism in these fields are important criteria in evaluating the performance of each member of personnel, in particular  
for those in positions of responsibility.  
Article 9  
In matters of health, safety, environment and quality, Total adopts a constructive attitude based on open dialogue with stakeholders  
and outside parties. Through its social commitment, it focuses on developing its business in harmony with the neighboring communities.  
Article 10  
Total monitors and controls the Group’s energy consumption, greenhouse gas emissions, production of ultimate waste and impact  
on biodiversity. The Group develops new processes, products and customer services in order to enhance energy efficiency and reduce  
environmental footprints. The Group is engaged in research and development for additional energy resources. Total thus actively  
contributes to Sustainable Development.  
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Safety, health and environment information  
The Industrial Safety, Sustainable Development and Environment  
departments, together with the Security department, report to  
Corporate Affairs and provide support to the segments and ensure  
that they implement policies that reflect the principles of the charter  
in a concrete, effective manner.  
or for which it has been given contractual responsibility for  
managing operations, directly or through one of its subsidiaries.  
This is with the exception of information about greenhouse gases,  
which is also expressed as a Group share of all assets in which  
TOTAL has a stake. The data presented in this section are provided  
on a current basis. For instance, data relating to SunPower, in  
which the Group holds a 66% interest, were taken into account  
from 2012.  
In accordance with oil and gas industry best practices (set out in  
the IPIECA reporting guidance), the following information relates  
to the activities, sites and industrial assets that TOTAL operates  
2.1. Occupational health and safety  
TOTAL’s occupational health and safety requirements for the  
personnel working on its sites are set out in Health, Safety and  
Industrial hygiene directives.  
severity level. For example, a near miss with a potentially high  
severity level is treated in the same way as a serious incident:  
it is considered to be a key driving force for progress and,  
depending on its relevance to the other business units within  
the Group or business segment, triggers a safety alert and even  
the dissemination of a feedback report.  
Indicators are used to measure the main results in these areas,  
and monthly reporting of occupational incidents (LTIR: Lost Time  
Incident Rate; TRIR: Total Recordable Incident Rate) is used to monitor  
performance at both the global and site level. The Group does not  
differentiate between the safety of its employees and that of external  
contractors. The indicators below include incidents and hours  
worked by Group Employees and contractors working on its sites.  
The Group’s directives are equally demanding with regard to  
employee health. In particular, the Group’s companies are expected  
to prepare a formal occupational risk assessment (chemical, physical,  
biological, ergonomic or psychosocial), create a risk management  
action plan and ensure medical monitoring of staff in line with the risks  
to which they are exposed. Two main indicators are monitored yearly:  
2012  
2011  
2010  
LTIR: number of lost time incidents  
per million hours worked  
TRIR: number of recorded incidents  
per million hours worked  
SIR: average number of days lost  
per lost time incident  
2
012  
2011  
2010  
1.0  
1.8  
1.3  
2.2  
1.6  
2.6  
Percentage of companies included  
in WHRS offering employees regular  
medical monitoring  
98%  
0.86  
96%  
98%  
27.2  
23.9  
23.5  
Number of occupational illnesses  
recorded in the year (in accordance  
with local regulations) per million  
hours worked  
The incident severity rate in 2012 has risen from the previous year,  
but it still lies within the variation range seen over the last six years.  
This negative trend is mostly apparent in the Upstream and Marketing  
0.87  
0.75  
&
Services segments. The impact on the incident severity rate  
The main occupational illnesses identified at TOTAL are as follows:  
arising from the increase in Upstream business and security events,  
especially in Marketing & Services, is being closely monitored.  
Musculoskeletal disorders, which are the main cause of  
occupational illness in over half of all recorded illnesses.  
In 2012, the Group experienced fourteen occupational fatalities.  
The number of fatalities per million hours worked (Fatality Incident  
Rate) calculated over a three-year rolling basis shows a downward  
trend: 0.034 in 2010, 0.030 in 2011, and 0.025 in 2012.  
Pathologies related to exposure to asbestos (almost solely in  
France due to the specific nature of legislation in this regard).  
In a bid to support the Group’s policy on preventing occupational  
illnesses and complement the periodic medical surveillance scheme  
currently in place, TOTAL recently set up an employee health  
forum. The forum is responsible for keeping track of any medical  
conditions potentially affecting employees and, if applicable,  
suggesting and overseeing the appropriate preventive actions.  
By late 2012, thirteen of the Group’s sites in Europe had signed up  
for the forum. The forum monitors approximately 10% of the  
Group’s employees.  
Since 2010, the basic rules to be scrupulously followed by all  
personnel, employees and contractors alike, in all of the Group’s  
lines of business worldwide, have been set out in a safety document  
entitled “Twelve golden rules of occupational safety”. The Group’s  
internal statistics show that in over 90% of severe or high potential  
severity incidents in the workplace at least one of the golden rules  
had not been followed. The roll-out of the golden rules was  
accompanied by an awareness campaign in 2011 and 2012  
to ensure that all employees know and understand the rules.  
Regular site visits, presentations and seminars are organized  
with the employee representatives on the European Works Council  
to promote the golden rules and, more generally, raise awareness  
on occupational safety issues.  
At the same time, eight French sites give their employees a  
questionnaire to complete when they have periodic medical  
check-ups, which are used to measure the impact of the reaction  
to the stress factors to which they may be exposed.  
On a broader level, TOTAL is associated with promoting individual  
and collective health in the countries where it operates (including flu  
vaccination campaigns, and prevention and screening programs for  
certain diseases, such as AIDS, cancer and malaria, for employees,  
their families and local communities). Awareness campaigns relating  
to lifestyle risks in particular have also been in place for several  
years (including anti-smoking and anti-drinking campaigns,  
musculoskeletal disorder prevention programs, etc.).  
The Group’s safety culture approach provides a strong incentive  
to report all anomalies and near misses, which are considered to be  
important for the correct performance of the continuous improvement  
loop and an excellent means of measuring the safety culture level  
within the business units. An investigation is generally launched in  
response to any type of safety incident whatsoever. The method  
and depth of investigation depend on the actual or potential  
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Safety, health and environment information 12  
2.2. Environmental protection  
2
.2.1. General policy  
TOTAL ensures that all employees are aware of its environmental  
protection requirements. Employees are given training in the required  
skills. TOTAL also raises employee awareness through internal  
campaigns (in-house magazines, intranet, posters, etc.) and provides  
annual information about the Group’s environmental performance  
through circulation of the CSR report.  
The main Group entities have Health, Safety and Environment (HSE)  
departments or units that ensure compliance with both relevant  
local regulations and internal requirements. In all, over 870 full-time  
equivalent positions dedicated to environmental matters were  
identified within the Group in 2012.  
Two three-day training courses on all aspects of HSE are also made  
available to the business units. “HSE Implementation” sessions are  
aimed at employees whose job is specifically to handle one or more  
HSE areas within a business unit. “HSE for Managers” is aimed at  
senior managers who are currently or will in the future be responsible  
for a Group business unit. An “HSE for Executives” course focusing  
on management styles was organized in 2012 for Group executives.  
The Group steering bodies, led by the Sustainable Development  
and Environment Department, have a threefold task:  
Monitoring TOTAL’s environmental performances, which are  
reviewed annually by the Management Committee and presented  
before the Executive Committee, for which multi-annual  
improvement targets are set.  
In conjunction with the business segments, handling the various  
environment-related areas under their responsibility.  
2
.2.2. Environmental footprint  
Promoting the internal standards to be applied by the Group’s  
business units as set out in the charter.  
TOTAL implements an active policy of monitoring, managing  
and reducing the environmental footprint of its operations. As part  
of this policy, emissions are identified and quantified by environment  
With some targets expiring in 2012, new targets have been set  
until 2017.  
(water, air and soil), so that the appropriate measures for their control  
can be implemented.  
In-house, TOTAL also promotes compliance of its environmental  
management systems with ISO 14001. In 2012, 305 sites operated  
by the Group (compared with 284 in 2011) were ISO 14001-certified,  
out of a total of 867 operated sites (compared with 860 in 2011).  
Sixty-two of those sites are the most significant contributors to the  
emissions of their respective segments; for TOTAL, these sixty-two  
sites account for approximately 90% of the Group’s emissions  
of greenhouse gases, nitrous oxide, sulfur oxide, and freshwater  
withdrawal. Of the sixty-two sites, fifty-eight had an ISO 14001-certified  
management system as of the end of 2012. Two sites recently  
entered into production, and their certification is scheduled for 2013  
in accordance with internal rules and regulations (certification within  
two years of start-up). The old Flanders refinery site has decided  
not to renew its certification, since it is changing activity as an oil  
storage depot. The Obagi site (onshore, Nigeria) was unable  
to undergo certification, since flooding in the Niger Delta in the fall  
of 2012 caused the certification audit to be postponed until 2013.  
Apart from these two exceptions, TOTAL has therefore reached  
its objective of achieving ISO 14001 certification for all of its main  
contributing sites. The new goal for 2017 is to achieve certification  
Water, air  
The Group’s operations generate chronic emissions, such as fumes  
at combustion plants, emissions into the atmosphere from the  
various conversion processes and discharges in wastewater.  
In addition to complying with applicable legislation, the Group’s  
companies actively pursue a policy aimed at reducing the amount  
of emissions. Sites use various treatment systems that include  
different types of measures:  
– Organizational measures (for example, controlling peaks in SO2  
emissions in accordance with weather forecast data, managing  
combustion processes, etc.).  
Technical measures (such as building wastewater treatment plants).  
These measures can be preventive to avoid generating pollutants  
(such as low-NOx burners for combustion plants) or curative (such  
as biological treatment of process water to reduce the hydrocarbon  
content of the final effluent).  
To ensure the quality of its wastewater discharge, TOTAL has set a  
target of complying with the hydrocarbon concentration requirements  
for all sites producing over 10 kt of CO eq emissions a year.  
2
The policy of allowing new or recently acquired sites two years  
to achieve certification will continue to apply.  
(less than 30 mg/l) set out in the OSPAR standard, which is only  
mandatory in the North Sea, for all of its offshore exploration and  
production operations. For the fourth consecutive applicable year,  
the Group achieved this goal on yearly average in 2012.  
The environmental risks and impacts of any planned investment,  
disposal or acquisition subject to Executive Committee approval  
are assessed and reviewed before the final decision is made  
(refer to point 1.10. of Chapter 5).  
The table below shows changes in chronic emissions into the atmosphere and discharged water quality:  
2012  
2011  
2010  
SO emissions (thousands of metric tons)  
NOx emissions (thousands of metric tons)  
79  
88  
91  
84  
99  
87  
2
Hydrocarbons in discharged water (metric tons, excluding exploration and production, and specialty chemicals) 51  
50  
74  
Hydrocarbon concentration in water discharged by exploration and production (mg/l)  
Chemical oxygen demand (COD) in water discharged by specialty chemicals (metric tons)  
23  
275  
20  
320  
22  
771  
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The decrease in SO emissions is mainly driven by improved  
motor oil collected in France); the recycled oil is used to make  
Vacuum Gas Oil (VGO) for refinery production of lubricants and fuels.  
2
operational performance in the refineries, lower business levels at  
the Lacq platform and the sulfur rate decrease of the field operated  
by the Group in Abu Dhabi. The rise in NOx emissions is primarily  
due to the increase in Exploration & Production logistics activities  
for drilling and production operations and cannot be offset by the  
improvements to operational performance in refining and chemicals  
facilities. The higher concentration of hydrocarbons in aqueous  
effluents from exploration and production is mainly due to increased  
concentrations offshore.  
In 2011, Total Energy Ventures (Group’s vehicle for investing in  
new energy and environmental protection technologies) acquired  
a stake in Agilyx, an American start-up that has developed an  
innovative process to convert waste plastic into crude oil, for  
which it already has a unit in production.  
Waste management, which was set out in a Group directive  
in 2012, is carried out at the production sites in four basic stages:  
In early 2013, the Group set the following targets:  
– waste identification (technical and regulatory);  
a decrease of hydrocarbon spills by 40% in coastal and onshore  
waters between 2011 and 2017;  
– waste storage (soil protection and discharge management);  
waste traceability, from production through to disposal  
notes, logs, statements, etc.); and  
a decrease of SO emissions by 20% between 2010 and 2017.  
2
(
Soil  
– waste processing, with technical and regulatory knowledge  
of the relevant channels, under site responsibility.  
The risks of soil pollution related to TOTAL’s operations come  
mainly from accidental spills (refer to paragraph 2.2.3. of this  
Chapter) and waste storage (see below). The Group’s approach  
to preventing and controlling these types of pollution is based  
on four cornerstones:  
TOTAL is especially committed to managing and treating waste  
classified as hazardous:  
2012  
2011  
2010  
Volume of hazardous waste treated  
outside the Group (kt)  
leak prevention, by implementing industry best practices  
in engineering and operations;  
237  
217  
263  
maintenance at appropriate intervals to minimize the risk of leaks;  
Since 2012, TOTAL has also been monitoring the different waste  
treatment technologies used for the following categories:  
overall monitoring of the environment to identify any increase  
in soil pollution; and  
Recycling  
28%  
Waste-to-energy recovery  
Incineration  
Landfill  
8%  
10%  
17%  
controlling pollution from previous activities by means  
of containment or reduction operations.  
Decommissioned Group facilities (chemical plants, service stations,  
mud pits or lagoons resulting from hydrocarbon extraction operations,  
wasteland on the site of decommissioned refinery units, etc.) scar  
the landscape and may, despite all of the precautions taken, be  
sources of chronic or accidental pollution. TOTAL remediates sites  
when it leaves in order to allow new operations to be set up once  
the future use of the land has been determined in agreement with  
the authorities. This continuous task is performed by various teams  
within the Group, some of which form subsidiaries, and has been  
governed by a “Polluted soil and site reclamation” policy since 2012.  
Environmental nuisance  
TOTAL’s operations may cause environmental nuisances for  
residents near its industrial sites. These may be noise and odors,  
but can also be vibrations and road, sea or river traffic.  
Most sites have a system for receiving and handling residents’  
complaints, the aim being to take account of and gain a clearer  
insight into the different types of nuisance, and reduce and offset  
such nuisance as far as possible. Monitoring systems can also  
be put in place, such as sound level measurements at the site  
perimeter, or networks of sensors to determine the origin and  
intensity of odors.  
Waste  
The Group’s companies are focused on controlling the waste produced  
at every stage in their operations. This commitment is based on the  
following four principles, listed in decreasing order of priority:  
2.2.3. Incident risk  
1
. reducing waste at source, by designing products and processes  
that generate as little waste as possible, as well as minimizing  
the quantity of waste produced by the Group’s operations;  
. reusing products for a similar purpose in order to prevent them  
from becoming waste;  
In addition to setting up management structures and systems,  
TOTAL strives to minimize the industrial risks and the environmental  
impacts associated with its operations by:  
2
performing rigorous inspections and audits;  
training staff and raising the awareness of all parties involved; and  
implementing an active investment policy;  
3. recycling residual waste; and  
4. recovering energy, wherever possible, from non-recycled  
products.  
In particular, TOTAL strives to prevent accidental spills. A common  
technological risk management approach has been developed to  
formalize this requirement at the Group’s industrial sites. The  
methodology is gradually being implemented in all operated  
businesses exposed to technological risks and sets out a risk  
analysis based on incident scenarios for which the severity of the  
consequences and the probability of occurrence are assessed.  
To this end, TOTAL has entered into a variety of partnerships:  
With Veolia, the Group is involved in the Osilub project, which  
culminated in the construction of a used motor oil recycling plant  
in Le Havre, France. The plant, of which TOTAL holds a 35%  
share, entered production in 2012 and boasts a processing  
capacity of 120,000 metric tons per year (50% of all the used  
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These parameters are used to create a decision matrix that  
identifies the required level of mitigation.  
TOTAL and its subsidiaries have assistance agreements with the  
main bodies specializing in oil spill management, such as Oil Spill  
Response Limited, CEDRE and Clean Caribbean & Americas.  
Their role is to provide expertise, resources and equipment in all  
of the regions where TOTAL has operations.  
Specifically with regard to shipping, the Group has an internal policy  
setting out the rules for selecting vessels. These rules are based on  
the recommendations of the Oil Company International Marine  
Forum (OCIMF), an industry association made up of the main global  
oil companies that promotes best practices in oil shipping, and on  
its Ship Inspection Report (SIRE) Program. TOTAL does not charter  
any single-hulled vessels for shipping its hydrocarbons.  
Following the blowout of the Macondo well in the Gulf of Mexico  
in 2010 (in which the Group was not involved), TOTAL created three  
task forces in order to analyze risks and issue recommendations.  
The task forces finalized most of their work in 2012, and the Group  
has continued deploying solutions to minimize such risks.  
In accordance with industry best practices, TOTAL particularly  
monitors accidental liquid hydrocarbon spills of a volume of more  
than one barrel (159 liters). Spills that exceed a certain severity  
threshold (whether in terms of volume spilt, toxicity of the product  
in question or sensitivity of the natural environment affected) are  
reviewed on a monthly basis and annual statistics are sent to the  
Group’s Management Committee. All accidental spills are followed  
by a corrective action aimed at returning the environment to its  
original state as quickly as possible.  
In 2012, the work carried out as part of the Subsea Well Response  
Project (SWRP), a consortium of nine oil companies including TOTAL,  
paved the way for the construction of several capping systems  
designed to prevent hydrocarbon spills in the underwater environment.  
The capping systems will be positioned in various parts of the world,  
representing a solution that can be launched into action in case  
of a deepwater drilling pollution incident.  
Additionally, the work carried out as part of TOTAL ’s Subsea Emergency  
Response System (SERS) has also enabled to launch the construction  
of capping equipment to respond to an event on a production well.  
These capping systems will be positioned in the Gulf of Guinea  
where TOTAL is strongly present in subsea production.  
The table below shows the number and volume of accidental  
hydrocarbon spills with an environmental impact and that are  
greater than one barrel in volume:  
2012  
2011  
The Group experienced two major incidents in 2012: Elgin and Ibewa.  
Number of hydrocarbon spills with  
an environmental impact  
Total volume of hydrocarbon spills with  
an environmental impact (thousands of m3)  
219  
2.0  
263  
1.8  
Elgin (North Sea, United Kingdom)  
During operations on the G4 well on March 25, 2012, an uncontrolled  
surface gas leak occurred at the Elgin wellhead platform in the North  
Sea, approximately 240 km east of Aberdeen. TOTAL immediately  
launched its emergency plan, mobilized crisis management teams  
in Aberdeen and Paris, and shut down production at the Elgin,  
Franklin and West Franklin fields. The 238 site employees were  
safely evacuated to the Scottish coast, and no injuries were reported.  
Note: Soil on sites is deemed to form part of the natural environment unless sealed. 2010  
values are not given because they are not comparable due to a change in methodology.  
The spills volumes increased by 11%. This rise is mainly due to  
the Elgin incident (see below) partly compensated by a drop of 28%  
in less significant spills.  
While risk prevention is emphasized, TOTAL regularly addresses the  
issue of crisis management on the basis of risk scenarios identified  
through analyses.  
Once the gas flare had been extinguished in late March, well inspections  
were organized in close liaison with the British authorities, with  
personal safety representing the top priority. The leak was finally  
plugged on May 15, 2012, by pumping mud into the well.  
In particular, the Group has emergency plans and procedures in  
place in the event of a hydrocarbon leak or spill. These plans and  
procedures are specific to each subsidiary in line with its structure,  
activities and environment, while complying with Group  
recommendations, and are regularly reviewed and tested during  
exercises. In 2012, the Group’s requirements for preparing  
emergency plans and the associated exercises were set out in  
a Group directive.  
Major resources were mobilized throughout the leak to keep  
a close eye on and minimize the environmental impact:  
– aerial surveillance two to three times a day with a Dornier 228  
aircraft from OSRL (Oil Spill Response Limited);  
OSRL aerial dispersant capabilities mobilized and on standby  
but ultimately not required);  
(
Since 2012, the Group has been using the following indicators to  
measure its readiness for the fight against pollution:  
aerial resources for measuring the flow rate (in cooperation  
with the National Center for Atmospheric Science);  
2012  
surface vessels for surveillance operations and preparing  
anti-pollution measures;  
Number of sites whose risk analysis identified at least  
one scenario of major accidental pollution to surface water  
Proportion of those sites with an operational  
anti-pollution plan  
Proportion of those sites having performed at least one  
anti-pollution exercice during the year  
171  
satellite imagery for monitoring sheen;  
94%  
88%  
– use of a drilling vessel and apparatus to plug the well by  
pumping in mud;  
additional mobilization of two drilling devices, and operations  
launched to drill a relief well;  
Also available to TOTAL’s subsidiaries, the PARAPOL (Plan to Mobilize  
Resources Against Pollution) alert scheme is used to facilitate crisis  
management at Group level. Its main aim is to mobilize the internal  
and external human and physical resources necessary to respond  
in the event of pollution of marine, coastal or inland waters, without  
geographical restriction, at any time, at the request of any site.  
– two vessels for underwater surveillance using an ROV  
(underwater remote operated vehicle) and seabed  
reconnaissance for positioning the relief well; and  
several logistics and fire-fighting vessels.  
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The leak was a mixture of natural gas (mainly methane) and  
condensate, which formed a surface sheen that naturally dispersed  
or evaporated in just a few days, thereby minimizing any effect  
the operations teams regained control of the IBW 16 well and  
stemmed the underground gas flow.  
Throughout the incident, Total E&P Nigeria Ltd remained in  
constant contact with the local communities and authorities.  
on the environment. Evaluations put the initial flow rate at 2 kg/s  
3
(
200,000 m /day), which fell over time to approximately one quarter  
of the initial rate. According to final estimates, the leak released  
around 3 kt of gas and roughly the same amount of condensate,  
the vast majority of which evaporated before falling back to the sea,  
leaving an estimated quantity of slightly less than 700 m on the  
surface of the sea. The greenhouse gases released by the actual  
2.2.4. Sustainable use of resources  
3
Water  
leak were estimated at approximately 80 kt of CO eq.  
The distribution of the freshwater available worldwide varies greatly  
in space and time. The issue of water consumption therefore requires  
different responses depending on the regional and technical context.  
2
Throughout the leak, both the Group and the British authorities  
analyzed samples to check for any impact on the different  
environments (atmosphere, water surface, water column and  
seabed). The leak was found to have no serious or moderate effect  
on the marine environment, fish or air quality.  
In order to establish which of its facilities are affected by this issue  
as a priority, TOTAL both:  
Identifies water withdrawals and discharges across all of its sites.  
Identifies sites located in “water stress” areas (watersheds that  
The Group and the local subsidiary delivered a constant and  
transparent stream of communication, with regular press releases,  
a dedicated website and presence on the social networks.  
3
will have less than 1,700 m of renewable freshwater available  
per person and per year by 2025, according to the Falkenmark  
indicator), using the Global Water Tool for Oil & Gas, developed  
jointly by the World Business Council for Sustainable  
Development and IPIECA.  
On March 9, 2013, following the approval of the safety case by  
the UK Health and Safety Executive (HSE), the production of the  
Elgin/Franklin area has progressively resumed.  
2
012  
2011  
2010  
Ibewa (Nigeria)  
Freshwater withdrawals excluding  
cooling water (million m3)  
Percentage of Group sites, excluding  
On March 20, 2012, a drilling incident occurred at the Ibewa gas  
field (the Obite site on the OML58 license) in Nigeria’s Rivers State,  
where an operational onshore gas well (IBW16) was affected while  
drilling a new well (OB127b).  
143  
142  
147  
N/A  
Marketing, located in water stress areas 49%  
44%  
No injuries were reported. Production at the Obite gas plant was  
put on hold and the well closed down. Following the incident,  
water and natural gas resurgences occurred on April 3, 2012,  
in an uninhabited wooded area outside the operations site.  
The resurgences showed that the gas was flowing underground  
before re-emerging at the surface.  
The increase in the proportion of sites located in water-stressed  
areas is due to a change in methodology: sites that were located in  
an area that was not correctly mapped have been repositioned  
against the nearest mapped area.  
The “Optimizing water consumption on industrial sites” guide sets out  
best practices for saving and recycling water at all Group sites. The  
guide has been widely distributed throughout the Group since 2007.  
On March 20, TOTAL ’s teams immediately sprang into action to neutralize  
any risks for the populations, minimize the environmental impact  
and deliver the best-fit solutions. A security perimeter was established.  
Drinking water and air quality inside and outside the site were checked  
every day. For the few points where hydrocarbons were detected,  
their concentration was revealed to be less than the exposure  
thresholds, except for one well that was closed on May 19, 2012.  
In Exploration & Production, reinjecting water extracted at the same  
time as the hydrocarbons (production water) back into the original  
reservoir is one of the methods used to maintain reservoir pressure.  
The technical specifications in force in the Group stipulate that this  
option must be given priority over other production water treatment  
technologies.  
TOTAL deployed considerable resources to plug the leak and keep  
a close eye on the environmental and health consequences:  
At refineries and petrochemical sites, water is mainly used to  
produce steam and cooling units. Increasing recycling and  
replacing water by air for cooling are TOTAL’s preferred approaches  
to reducing freshwater withdrawals.  
equipment was installed to recover the gas at the surface and  
therefore prevent it from flowing underground;  
drilling equipment was dispatched to the site in readiness  
of drilling two relief wells;  
Raw materials  
Hydrocarbons, an energetic material, are the Group’s main raw  
material. Optimum use of hydrocarbons therefore lies in what is  
known as “energy efficiency”, as described below.  
well intervention equipment was flown in by jumbo jet  
from Europe and the United States;  
daily ground and helicopter-based aerial surveillance  
was carried out by the teams of Total E&P Nigeria Ltd;  
Since 2011, TOTAL has measured the raw material loss rate for  
each line of business. This is the percentage of converted raw  
materials that are neither delivered to any of the business line’s  
customers nor used for energy purposes.  
observation wells were drilled to a depth of 20 meters  
(
(
piezometric wells) to check for changes in the surface water  
groundwater) around the affected area.  
Raw material loss rate  
2012  
2011  
On May 13, 2012, once snubbing had been performed (a process  
whereby mud is pumped into the well through small diameter rods),  
Hydrocarbon production line of business  
Refining line of business  
2.8%  
0.5%  
2.5%  
0.6%  
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Safety, health and environment information 12  
The increase in the raw material loss rate during hydrocarbon production  
is mainly due to the increase in flaring of associated gas (see Climate  
change section). The decrease of the loss rate in the refineries is  
concentrated in two sites, Donges and Port-Arthur refineries, following  
the implementation of an action plan to reduce losses in the latter site.  
petrochemicals, specialty chemicals, etc.) and the conversion  
processes. The Group has chosen to target two of the primary  
biomass conversion processes: biotechnological and thermochemical.  
TOTAL only uses minimal quantities of renewable energies to power  
its production sites. However, the Group uses biomass to heat  
tertiary buildings, such as the one opened in 2011 by TIGF in  
Cugnaux, France, and has installed solar photovoltaic panels on  
several of its buildings (CSTJF in Pau, Lacq, Provence refinery, etc.)  
and certain isolated wellheads, as well as a number of service  
station canopies in Europe and Africa.  
Energy efficiency  
Streamlining energy use is one of the Group’s performance targets.  
Internal documents (roadmaps and guides) describe the  
challenges, set out methodologies and action plans, and include  
quantified goals to reduce consumption. A Group directive was  
published in early 2013 that defines the procedure for sites using in  
excess of 50,000 toe/year of primary energy.  
2.2.5. Climate change  
In early 2013, the Group decided to improve energy efficiency by  
Greenhouse gas emissions  
1.5% per year between 2012 and 2017.  
TOTAL has made reducing greenhouse gas emissions one of its  
priorities. Quantified targets have been defined in an attempt to  
reduce flaring, curb emissions and raise the energy efficiency bar.  
These targets are annually published and tracked. Taken together,  
the measures on this front should enable the Group to reduce the  
greenhouse gas emissions generated by its operations by 15%  
from 2008 to 2015.  
2
012  
2011  
2010  
Net primary energy consumption (TWh) 159  
158  
157  
Early 2011, the Group’s internal structure relating to “Climate and  
Energy” was changed:  
A decision-making body was created in the form of the  
CO /Energy Efficiency Management Committee. Its role  
2012  
2011  
2010  
2
is to define the guidelines and targets on greenhouse gas  
emissions and energy performance. It is based on a permanent  
energy efficiency task force and, where applicable, temporary  
Group-wide task forces.  
Daily volumes of gas flared  
3
(million m per day)  
10.8  
10.0  
14.5  
Operated direct greenhouse gas  
emissions (Mt CO equivalent, 100%  
2
Energy Network days and the Energy seminar provide opportunities  
for internal discussion, reflection and information-sharing.  
of emissions from sites operated  
by the Group)  
47  
55  
46  
53  
52  
59  
Group share of direct greenhouse  
In France, Energy Efficiency Certificates are awarded by the Energy  
and Climate Administration in recognition of energy-saving  
activities. TOTAL is encouraging its customers to reduce their  
energy consumption by 40 TWh (over the entire service life of the  
product) in the 2011-2013 period.  
gas emissions (Mt CO equivalent,  
2
from sites in which TOTAL has a stake)  
The rise in direct greenhouse gas emissions can mainly be attributed  
to the increase in the flaring of associated gas. This increase  
is a combination of the major quantities of gas flared at the Usan FPSO  
(Nigeria), which has lasted longer than initially expected, but which  
is partially offset by a decrease of production in Yemen. The increase  
in the Group share of emissions on a financial equity basis can  
mainly be explained by the contribution of TOTAL’s 15.34% stake  
in Novatek. The Group’s objective is to halve the flaring of gas  
associated with production between 2005 (15 million cubic-meters  
per day) and 2014 (7.5 million cubic-meters per day).  
Through the “Total Ecosolutions” program, the Group is also developing  
innovative products and services that perform above market  
average environmental performance, such as by curbing energy  
use while providing the same level of service. At year-end 2012, 36  
products and services bore the “Total Ecosolutions”label. The new  
Fuel Eco motor oil for light vehicles, which increases fuel efficiency  
by 3.3% on average, received the “Total Ecosolutions”label in 2012.  
In early 2013, the Group set the following target: to have fifty “Total  
Ecosolutions” labeled products and services by year-end 2015.  
TOTAL invests in R&D to reduce direct greenhouse gas emissions  
into the atmosphere by other means. The Group especially intends  
Use of renewable energies  
to develop CO capture, transport and storage technologies  
2
and for several years has been working on CCS (carbon capture  
and storage), so that it can be used on its industrial sites when  
permitted by economic and regulatory conditions. Currently, two  
production sites in which TOTAL has a stake, the Sleipner and  
Snøhvit fields in Norway, are using these technologies. The research  
program is ongoing, notably through a pilot project at the Lacq  
As part of its strategy, TOTAL has long been committed to developing  
renewable energies. A detailed description of the initiatives that the  
Group has spearheaded in the field of new energy sources is provided  
in point 4.2. of Chapter 2.  
The main avenue that the Group has been exploring to develop  
renewable energies is solar energy. With costs plummeting in the  
industry, solar energy should become a serious contender over  
the next few years for producing electricity, and grid parity has  
already been achieved in some markets, such as in California.  
The Group is therefore pursuing its efforts to further R&D and drive  
down production costs.  
complex in France, where CO is being captured by oxy-fuel  
2
combustion, transported and stored in a depleted natural gas field.  
The CO pumping phase will be stopped in 2013, but the Group  
2
will continue to monitor the behavior of the CO storage conditions.  
2
Adapting to climate change  
TOTAL is also exploring a number of avenues for developing biomass  
depending on the resource used, markets targeted (fuels, lubricants,  
The Group assesses the vulnerability of its existing and future  
facilities against predicted climate change. More in-depth scientific  
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12  
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knowledge about climate forecasts, one element of which will be  
the IPCC’s publication of a new assessment report in the fall  
of 2013, is eagerly anticipated.  
3. paying specific attention to operations in regions with  
particularly rich or vulnerable biodiversity.  
4. informing and raising the awareness of employees, customers  
Climate conditions are factored into the design of industrial facilities,  
which are not only built to withstand extreme events observed in  
the past but also to include additional safety margins.  
and the public, helping to improve understanding of ecosystems.  
This policy is implemented by means of a number of tools and  
rules. In Exploration & Production, rules and specifications govern  
the performance of baseline surveys and environmental impact  
studies on land or at sea. Since 2011, all Group business units  
have had access to a detailed mapping tool showing the world’s  
protected areas, based on regularly updated data from  
In addition to adapting to climate change and limiting the effects  
of human activity on the climate, TOTAL advocates concerted  
action, particularly the emergence of a balanced, progressive  
international agreement that prevents the distortion of competition  
between industries or regions of the world.  
UNEP-WCMC (World Conservation Monitoring Center). The Group  
has renewed its partnership with UNEP-WCMC for 2013-2015.  
2
.2.6. Protecting biodiversity  
As a result of the first biodiversity action plan based on the “avoid,  
mitigate, restore and offset” approach implemented for TOTAL’s  
activities in France, developed by TIGF for the “Artère du Béarn”  
gas pipeline project, vulnerable areas and protected species  
stations were avoided and the impact of the work was reduced  
through the use of special tree clearance and river-crossing  
techniques.  
Due to the nature of its business, and particularly because new  
exploration and production projects are located in potentially  
sensitive natural environments, TOTAL’s operations are likely to  
have an impact on biodiversity. More specifically:  
Impacts related to construction sites, access roads, linear  
infrastructures, etc., which can result in habitat fragmentation.  
TOTAL classifies protected areas around the world according to the  
categories defined by IUCN (International Union for the Conservation  
of Nature). TOTAL consistently aims to launch biodiversity action  
plans leveraging industry best practices for any new projects  
(excluding exploration, storage and distribution operations) in the  
most sensitive protected areas corresponding to IUCN categories I  
to IV, such as national parks. In-depth studies are carried out prior  
to project implementation and may lead to a series of preventive  
measures. For example, in January 2012, the Congolese authorities  
awarded TOTAL an oil exploration license (Block III), approximately  
30% of which is located in the Virunga national park. The exploration  
program is strictly limited to the north part of the license, which  
therefore excludes any exploration activities in the area within the  
Virunga park in the Democratic Republic of Congo.  
Physicochemical impacts leading to changes in environments  
and habitats, or that might affect or interfere with certain species.  
Contribution to the propagation of invasive species in terrestrial  
and marine environments.  
TOTAL is aware of these challenges and takes biodiversity into  
account in its guidelines at a number of levels:  
The Safety Health Environment Quality Charter (refer to point 2.  
of this Chapter), Article 10 of which specifies: “TOTAL (…)  
controls (…) (its) impact on biodiversity”.  
A biodiversity policy that details the Group’s principles for action  
in this area:  
Finally, TOTAL is involved in sector-specific initiatives, such as those  
spearheaded by IPIECA, which in 2010 resulted in the publication  
of a guide to the issue of invasive species. Recommendations  
include taking seasons into account when planning work and  
checking the origin of the equipment used (also refer to paragraph  
3.3. of this Chapter).  
1
. minimizing the impact of operations on biodiversity throughout  
the facility life cycle.  
2
. incorporating biodiversity protection into the environmental  
management system, particularly initial analyses, and social  
and environmental impact studies.  
2.3. Consumer health and safety  
Many of the products that TOTAL markets pose a potential health  
risk if they are incorrectly used. The Group therefore meets its current  
and future obligations with regard to information and prevention in  
order to minimize the risks throughout the product life cycle.  
TOTAL identifies and assesses the risks inherent in its products and  
their use, and then informs customers and users of these risks and  
the applicable prevention and protection measures. The material  
safety data sheets (MSDS) that accompany all products marketed  
by the Group (in at least one of the languages used in the country)  
and product labels are two key sources of information in this regard.  
All new products comply fully with the regulatory requirements in  
the countries and markets for which they are intended.  
TOTAL uses various guidelines to ensure compliance with the vital  
measures in place to promote consumer health and safety:  
The Safety Health Environment Quality Charter (articles 1 and 5;  
see point 2. of this Chapter).  
As part of the first phase of the European REACH Regulation  
(Registration, Evaluation, Authorization and Restriction of Chemicals),  
the Group registered a total of 214 chemical substances.  
This regulation aims to protect the health of consumers and  
professionals by means of a stringent assessment of the  
toxicological effects for each substance use scenario and  
the implementation of appropriate mitigation measures.  
A health policy that sets out the Group’s principles for action in  
relation to incident prevention and protecting the health of people  
in direct or indirect contact with its products, throughout the  
entire product life cycle, including customers, users and anyone  
else involved (health and products).  
A directive stating the minimum requirements for marketing  
products worldwide in order to avoid or reduce potential risks  
to consumer health and the environment.  
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Social and environmental information  
Community development information 12  
3. Community development information  
Consistent with the values and principles set out in the Code  
of Conduct, Ethics Charter and Safety Health Environment Quality  
Charter (see paragraph 2. of this Chapter), TOTAL places its  
commitment to community development at the heart of its  
corporate responsibility. This approach, which involves all Group’s  
sectors, covers all action taken to improve our integration into  
the countries where we operate.  
local economic development. Each of these themes is in turn divided  
up into several sub-themes.  
Good citizenship: these actions aim to promote the close  
integration of the Group’s activities in the local social and cultural  
environment. They include all the actions taken to encourage  
social harmony through “good neighbor” relations. Examples  
include the actions taken to create or foster conditions in which  
the Group’s activities are accepted by the local communities, by  
respecting traditional customs and practices and by recognizing  
the cultural wealth of these communities.  
TOTAL aims to act and be known as:  
an energy company that places respect, openness, continuous  
dialogue and transparency in relation to stakeholders at the heart  
of its strategy;  
 Human and social development: all the actions intended to  
broaden the possibilities available to everyone. The fundamental  
a responsible operator that can be welcomed for the long term,  
setting an example in the way that it manages the impact of its  
activities;  
goal is to create an environment that offers the populations  
the possibility of enjoying a long and healthy life, to acquire  
knowledge that helps them to make the right choices and to  
have access to resources guaranteeing a decent standard of  
living” (UNDP, 1990).  
a partner in the sustainable human, economic and social  
development of the communities and countries where it operates;  
a leading player in access to energy.  
 Local economic development: these actions contribute to the  
development of the local economy by promoting employment  
and the development of activities that have a positive economic  
effect on the region.  
Formalized in 2011 through the “Societal Lab” internal process and  
accompanied by a directive to facilitate its application within the  
Group, this community development policy is one of the pillars of  
TOTAL’s approach to the challenges of Sustainable Development.  
TOTAL prefers an approach based on dialog with all the  
stakeholders and the establishment of human, economic and social  
relations that are transparent and beneficial.  
The societal policy and directive are applicable to all the Group’s  
entities and subsidiaries, in accordance with their respective  
decision-making rules.  
The programs aim to control the global footprint of the Group’s  
activities and to contribute to the socio-economic development of  
the host countries. These projects are drawn up in close collaboration  
with the national authorities and also benefit from the support of the  
local populations, without which their impact would remain limited.  
Their implementation usually calls on the expertise of local NGOs  
and, occasionally, multilateral backers, such as the World Bank.  
The Group’s expenditure on community development has increased  
regularly over the last three years: 247 million in 2010,  
305 million in 2011 and 316 million in 2012. About 90% of the  
expenditure on community development is made outside OECD  
countries. In 2012, around 3,000 community development actions  
were listed, with an even spread with the Upstream, Refining  
&
Chemicals and Marketing & Services business segments.  
New societal reporting tools were applied to the community  
development actions in 2012 in order to better manage the overall  
societal initiative, in line with the strategic priorities. The Group’s  
societal reporting system is now made up of two parts:  
TOTAL’s community development actions  
Community development actions support or serve local  
communities by contributing to their cultural, socio-economic and  
human development. These communities are usually concerned  
by the Group’s presence or activities. TOTAL’s approach is moving  
away from the “philanthropic” model (donations, subsidies  
and sponsorship) towards a more “integrated” model, consisting  
of societal actions directly linked to operations for more effective  
and durable community development initiatives.  
– A self-assessment questionnaire on the quality of the application  
of the community development directive. This questionnaire can  
be used to assess and manage the degree of deployment of the  
societal directive in the Group.  
A quantitative questionnaire listing all the local community  
development actions taken by the Group’s operational divisions.  
This new annual reporting system aims to improve the measurement  
of the efforts made by the Group in this field using a series of indicators.  
TOTAL’s community development actions fall into three main  
categories: good citizenship, human and social development and  
3.1. Stakeholder relationships  
For around twenty years, changes in the regulatory framework have  
led to the holding of information, consultation or dialogue processes  
with the stakeholders prior to making decisions that have a significant  
environmental impact. In addition to complying with regulations,  
TOTAL implements structures for dialogue at every level of the  
Group. In particular, there is one person at headquarters responsible  
for relationships with NGOs.  
To put its approach to community development at its sites and  
subsidiaries on a professional footing, in 2006 TOTAL implemented  
the internal SRM+ (Stakeholder Relationship Management) tool.  
It is used to identify and map the main stakeholders, to schedule  
meetings with them and record their expectations, and then draw  
up an action plan for building a long-term relationship. Communities  
neighboring TOTAL sites often have questions about the impact of  
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Community development information  
the Group’s activities on health, safety and the environment.  
Entering into a dialogue with local residents enables us to respond  
to these legitimate concerns. In addition to SRM+, other schemes  
for dialogue appropriate to TOTAL’s locations or business segments  
exist, such as:  
by the authorities as a consultation partner under the  
technological risk prevention plan;  
the launch in 2011, in the Lorraine region of France, of a  
collective consultation procedure involving the stakeholders  
in all of the Group’s sectors operating in the region.  
Community Advisory Panels in the United States, developed  
on the initiative of the American Chemistry Council;  
TOTAL is aware of the specificities of indigenous and tribal  
peoples (as identified in the International Labor Organization’s  
Convention No. 169), and has introduced a Charter of principles  
and guidelines regarding indigenous and tribal peoples.  
Under this Charter and in compliance with our Code of Conduct,  
we strive to get to know and understand the legitimate needs  
of the communities neighboring our subsidiaries. In particular, this  
charter encourages the subsidiaries to call on experts, if necessary,  
to identify and understand the expectations and specificities of  
indigenous peoples, to consult them through dialog before starting  
industrial projects and to make a positive contribution to their  
socio-economic development.  
local information and consultation Committees in France,  
pursuant to the French technological risk prevention act;  
the “Terrains d’entente” (common ground) scheme,  
set up in 2002 within Chemicals, currently included in the  
Refining & Chemicals segment, to increase dialogue between  
industrial sites and their surroundings;  
the residents conference, set up in 2007 by the Feyzin refinery  
in France, in partnership with Feyzin town council. This residents’  
dialog forum improves the living conditions of the neighboring  
population and its relationship with the site. It was recognized  
3.2. Social and economic development of host communities and countries  
Social and economic development  
of neighboring or local communities  
organizations help the Group increase the effectiveness of the  
social and economic development programs it supports,  
particularly by encouraging it to take into account the entire life  
cycle of its programs, from the design phase to shutdown. There  
are already over 300 full-time employees working in this area at  
headquarters and at the Exploration & Production subsidiaries.  
Wherever it operates, TOTAL has particular responsibility for the  
social and economic development of the communities living near  
its facilities. This aim is embodied in a variety of ways:  
firstly, a requirement for relevant investments and transparency  
in its financial contribution (through the taxes, duties and royalties  
paid) to the development of host countries, in accordance with  
local legislation;  
In Africa, the Group takes action in particular in favor of the  
development of the industrial fabric and local content (local  
production, local personnel in the subsidiaries, pre-qualification  
of local contractors, development of domestic infrastructures,  
diversification of the local economy).  
creating direct and indirect local jobs through a tailored contractual  
policy, as part of a long-term education and training approach;  
– The involvement of local service providers in industrial projects  
has been steadily increasing since 2000. TOTAL has set up a  
scheme to pre-qualify and certify local small and medium-sized  
companies, in line with the standards required by the Group,  
in order to work with more local suppliers.  
proactive support for the implementation of social and economic  
development schemes in emerging countries. Tailored to  
community expectations, these schemes are run in partnership  
with local organizations and authorities and are sometimes  
accompanied by health and education initiatives.  
– More than three million hours of work have been completed in  
Angola as part of the Pazflor project. In cooperation with the  
educational projects supported by Total E&P Angola, some fifty  
candidates have been recruited and trained by the national oil  
institute since 2007 in order to become production operators  
on the project. For the CLOV project, the Group aims to  
complete nine million hours of work in Angola.  
TOTAL takes care not to substitute the local authorities in all its  
actions. By cooperating with the public authorities, the Group  
completes or replicates their initiatives, while taking care:  
to fully support the legitimacy of local social and economic  
development or health schemes;  
to prevent dependency on TOTAL’s presence, promoting  
self-sufficiency rather than aid;  
– In Nigeria, 80% of the subsidiary’s employees are locals and  
more than 100 new local recruits are expected per year. 28%  
of the construction work to develop Akpo was done by local  
contractors.  
to ensure the success of projects that require knowledge of local  
cultures that its employees do not necessarily have.  
As part of its drive to support the diversification of local  
economies, in Congo, TOTAL has stepped up its commitment  
to the Pointe-Noire Industrial Association (APNI), a platform  
launched in 2000 for the development of small and medium-sized  
companies. TOTAL is encouraging the development of  
cooperatives and micro-companies, such as the project to  
support the transformation of manioc in Gabon, or the  
development of business centers in Nigeria.  
The Group’s expertise is based on the continuous professionalization  
of its community development engineers. Tools such as structuring  
projects, setting goals and monitoring and assessment indicators  
have enabled us to progress from an aid-giving approach to one  
in which communities take charge of their own development.  
In this regard, TOTAL teams up with NGOs specializing in social  
action, which have extensive practical experience. These  
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Access to energy  
119,000 products sold in 2012, and 168,000 that have been sold  
since the project was launched, the project achieved a growth rate  
of about 130% in 2012. Growth forecasts for 2013 are in excess  
of 100%.  
For more than ten years, some subsidiaries have been occasionally  
and independently engaged in various community development  
projects focusing on access to energy, in three main areas:  
the electrification of rural areas that are not connected to the  
electric power network, thanks to photovoltaic solutions. 20,000  
households have been electrified in South Africa using photovoltaic  
kits, plus a further 25,000 in Morocco;  
The fight against energy insecurity  
in OECD countries  
Fifteen to twenty percent of the population of developed countries is  
considered to suffer from energy insecurity. This problem affects  
people who are no longer able to meet two needs: heating and  
mobility.  
aid for LPG supplies through the Shesha program in South  
Africa, in which gas cylinders are sold to the residents of the  
townships in order to improve their security and health;  
Due to this context, in 2012, the Marketing & Services segment launched  
a program to transform the insolvency problems of European households  
into levers of innovation. This program has two goals: to develop  
a more affordable commercial and financial offer, and to meet  
the rising needs of the stakeholders (public authorities, civil society).  
the use of associated gases to produce electricity in certain  
countries where TOTAL’s Exploration & Production has operations.  
The project developed on OML 58 in Nigeria supplies almost  
100,000 people. Electricity generated using associated gases  
in Yemen (25 MW since 2009) is supplied to tens of thousands  
of people in the neighboring communities. In Congo, TOTAL  
contributed to the funding of the extension of the electricity  
network in certain districts of Pointe Noire, supplying electric  
power to about 10,000 people.  
The adopted approach consists in implementing innovative projects  
that involve players from the public and private sectors and civil society:  
In the field of heating/housing, pilot projects with renowned  
partners from the world of social mediation (PIMMS - Point  
d’information et de médiation multiservices -, Unis Cité, etc.)  
will help to identify households in precarious situations, including  
amongst the Group subsidiaries’ customers, and to devise a  
suitable offer of support. The first project was launched in the  
Meurthe et Moselle department in France, in September 2012.  
In September 2011, the Group signed an agreement with the  
French National Housing Agency (ANAH) to join the “Habiter  
mieux” program, overseen by the French Ministry for Ecology,  
Sustainable Development, Transportation and Housing.  
The Group is continuing its actions to fund work to overhaul  
the heating systems in seventeen French departments.  
These projects were usually developed in cooperation with the  
communities neighboring the Group’s sites or as part of programs  
launched by the authorities in the host countries and sometimes  
without any goals to achieve economic viability and, therefore,  
sustainability.  
TOTAL has been considering ways of improving its societal  
performance and structuring its approach since 2010. TOTAL  
is aiming to develop programs that are both profitable and  
sustainable. For this reason, the Group has developed “Total  
Access to Energy”, which proposes energy solutions adapted to  
underprivileged populations. The Group relies on feedback from  
experiments conducted in recent years to implement these programs  
as part of the social economy, with a view to deploying sustainable  
energy access solutions that can be reproduced on a large scale.  
– In the field of mobility, the partnership launched in December 2012  
with Voiture & Co, France’s leading player in “mobility insecurity”,  
aims to deploy solutions for “mobility to work”: supply of low-  
cost vehicles, diagnostic, personalized advice and support,  
training. This partnership aims to support 20,000 people by  
providing “mobility to work” in the next five years. A survey has  
also been launched to draw up the first ever inventory of “mobility  
insecurity” in France and to provide recommendations that will  
improve the mobility of persons living in precarious situations.  
As of today, Total Access to Energy covers three areas in line with  
TOTAL’s core business:  
the development of photovoltaic solar energy in non-OECD  
countries (the “Awango by Total” trademark was launched in 2012);  
the fight against energy insecurity in OECD countries (mobility  
and heating);  
The Group’s investment of more than 3 million over a three-year  
period (2013-2015) in this field will be measured according to three  
types of indicators: the socio-economic impact (the number of  
heating renovations, the number of persons benefiting from support,  
returning to work, etc.), innovation (in practices and processes,  
innovative solutions that can be applied to our activities, etc.) and  
the level of satisfaction amongst the stakeholders (changes in the  
perception of the Group as a contributor to solutions to energy  
insecurity).  
the use of gases associated with the production of hydrocarbons  
in certain African countries (currently being investigated).  
At the United Nations Rio Conference in June 2012 (“Rio+20”), TOTAL  
committed to enabling five million people on low incomes to have  
access to lighting thanks to reliable photovoltaic products by 2015,  
while offering a broad selection of services, ranging from after-sales  
to options for the collection of end-of-life products and recycling.  
TOTAL was the leading sponsor of Lighting Africa, the worldwide  
conference on energy access organized in Dakar in November 2012  
by the World Bank and the International Finance Corporation (IFC).  
At this conference, TOTAL launched its new Awango by Total offer,  
comprising a series of products and services that meet the needs  
for lighting and for the charging of mobile phones. TOTAL also  
announced that, after a trial period by customers in four countries  
These projects are currently concentrated in France, due to the  
presence and the network of the Group, but they could eventually  
be extended to include other European countries.  
Developing regional economies  
TOTAL’s activities generate hundreds of thousands of direct and  
indirect jobs worldwide. The Group’s purchasing activities alone  
represent about 29 billion. This presents us with numerous  
(Cameroon, Kenya, Indonesia and Congo DR), its Awango offer  
would be deployed in eight new countries: Burkina Faso, Cambodia,  
Ethiopia, Haiti, Myanmar, Nigeria, Uganda and Senegal. With almost  
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challenges with regard to our impact on the environment, society  
and community development, all of which we take into account in  
our relationships with suppliers (see paragraph 3.4. of this Chapter).  
– export and international expansion support;  
aid for innovative small and medium-sized companies.  
In the last three years, TDR has provided 12 million in financial  
assistance for 360 SMEs, supporting 6,000 jobs.  
In addition to the jobs generated by its activities, the Group has a  
proactive policy of supporting Small and Medium-Sized Businesses  
in France and worldwide, particularly through Total Développement  
Régional (TDR). The aim of this body is to promote job creation and  
skill sharing in order to develop the local economic fabric.  
TOTAL’s regional development policy is becoming increasingly  
international, both in Europe and in the emerging countries where  
it operates, through the Total Small Business Initiative. In Belgium,  
support for small and medium-sized businesses has become a key  
factor of the Group’s societal action. The Total Small Business  
Initiative has been deployed around the Feluy basin since 2008,  
and has now been extended towards Antwerp, Ghent and Brussels.  
In Italy, TOTAL’s Exploration & Production subsidiary is helping small  
and medium-sized companies in the Basilicata region to access  
export markets.  
Although there is usually no economic or social crisis surrounding  
these measures, TDR can also support planned employment  
area regeneration schemes alongside the redeployment of the  
Group’s activities.  
The support provided forms a major component of TOTAL’s economic  
and social responsibility policy and takes a number of forms:  
financial backing for the creation, buy-out and expansion  
of SMEs, and support for regeneration;  
3.3. Partnerships and philanthropy  
Corporate philanthropy  
The Group has also forged a number of major institutional  
partnerships. In 2009, TOTAL committed to donating 50 million  
over six years to the Fonds d’expérimentation pour la jeunesse,  
run by the French Education Ministry. This fund aims to support and  
assess innovative social action designed to inspire public policies  
promoting educational success and the social and professional  
integration of young people. TOTAL has also been a partner of  
the French national lifeboat institute (SNSM) since 2008. The Group  
provides funds and expert knowledge to improve the maritime  
safety of the institute’s offshore rescue operations in France.  
In addition to the community development initiatives that are directly  
related to the Group’s industrial activities, TOTAL has also been  
committed to taking general-interest actions in the countries where  
it has operations for many years. Most of the Group’s philanthropic  
actions are conducted by the TOTAL Foundation and by the  
Philanthropy Department of TOTAL S.A. In 2012, the total budget  
of TOTAL S.A.’s philanthropic actions (including the Corporate  
Foundation) totaled 32 million, compared with 28 million in 2011.  
Founded in 1992, after the Rio World Summit, the TOTAL Foundation  
celebrated its twentieth anniversary in 2012. Initially dedicated to  
the environment and marine biodiversity, in 2008 the Foundation  
extended its scope of action to include the Group’s other philanthropic  
fields of activity. The Foundation is now active in four fields: marine  
biodiversity, culture and heritage, health and solidarity. In 2012, TOTAL  
renewed the commitments of its Foundation for a further five years  
After twenty years of involvement, in 2012, the TOTAL Foundation  
renewed its ambition to support the development of actions of  
general interest that extend beyond its industrial responsibilities,  
by fostering the combination of expertise and innovation.  
Educational partnerships  
(
2013-2017) which has a 50 million multi-year action budget.  
TOTAL aims to enable its employees in countries outside France  
to take up positions of responsibility within their local subsidiaries.  
As part of its social programs, the Group therefore offers local and  
international scholarships to create skilled local workforces for future  
hiring. Thousands of students are thus given the opportunity to  
pursue their studies in their country of origin or at the world’s  
leading universities. TOTAL’s international scholarship program has  
also enabled over six hundred students from thirty countries to  
study in France for qualifications (bachelor’s degrees, engineering  
and master’s degrees, MBAs and doctorates).  
With regard to the marine biodiversity, the Foundation funds programs  
aimed at research studies to improve knowledge, protection and  
enhancement of marine and coastal species and ecosystems.  
The Foundation promotes cultural dialogue by supporting  
exhibitions that showcase the heritage and arts of the Group’s  
host countries. In France, with the heritage association Fondation  
du Patrimoine, it supports the preservation of traditional crafts  
and industry and the restoration of heritage sites in France.  
In the field of health, the Foundation has been a partner of  
the Institut Pasteur since 2005. This partnership, guided by  
the scientific expert Professor F. Barré-Sinoussi, who won the  
Nobel Prize for Medicine in 2008, focuses on the fight against  
infectious diseases. The Foundation also contributes to research  
programs and actions in the field in partnership with the Group’s  
subsidiaries, mainly in Africa.  
Moreover, in July 2012, TOTAL signed a partnership agreement  
with the French Foreign Ministry for the new “Quai d’Orsay –  
Entreprises” program of co-funded international grants, in addition  
to the existing partnership. The courses, delivered in French and in  
French universities, are open to students from six countries.  
With support from other major groups, in the fall of 2011 TOTAL, Paris  
Tech and the École polytechnique introduced the Renewable Energy  
Science and Technology Master II postgraduate degree program. Forty  
students from ten countries enrolled for this program in the fall of 2012.  
Finally, the Foundation encourages Group Employees to engage  
with the community, through support for projects championed by  
non-profit organizations with which employees volunteer on a  
personal basis. In 2012, the Foundation supported fifty-two employee  
projects in twenty-four countries.  
TOTAL is particularly active in supporting research chairs in thirty  
establishments, more than half of which are in France. One of the  
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latest examples is the “Complex industrial purchasing” chair at  
the École Centrale de Paris.  
Group has signed six regional partnerships with Witwatersrand  
University in South Africa, the 2iE institute in Burkina Faso,  
Makerere University in Uganda, the CESAG in Senegal,  
KNUST University in Ghana and the National University in  
Singapore. In 2012, these partnerships allowed more than twenty  
interns to enter our subsidiaries, provided financial support for  
students and allowed around ten people to be hired. In Africa,  
the Group signed national partnerships in Nigeria, Kenya, Malawi  
and Tanzania.  
Another of the Group’s flagship initiatives in favor of education was  
the fourth Total Energy and Education Seminar, which took place in  
Paris in November 2012, bringing together seventy academics from  
thirty-five countries. The academics and some twenty TOTAL  
managers and external experts discussed issues such as the future  
of energy, climate change, relationships between universities and  
business, and the impact of globalization on education and Human  
Resources management.  
Over the years, the Group has developed a major project to raise  
awareness of road safety among all the categories of road users:  
The seventh Total Summer School took place in Paris in July 2012,  
welcoming one hundred and twenty postgraduate students from  
thirty countries to debate energy challenges.  
– Actions targeting children, who are the main victims of road  
accidents, have been underway since 2004. In September 2012,  
the Africa-Middle East division of Marketing & Services launched  
a major awareness and information campaign in schools in  
several African countries. The goal is to raise the awareness of  
one million children by deployment 1,000 “safety cubes” that  
teach them the rules of road safety using a selection of methods  
to raise their awareness.  
The program of University partnerships launched in Africa in 2010  
has been extended to Asia and the Middle East. Partnership  
agreements have been signed or renewed in China, Singapore and  
Indonesia. In the Middle East, the first partnership was signed in  
Qatar in December 2011, and two more are planned in Iraq and the  
United Arab Emirates. In addition to the societal dimensions, these  
programs aim to prepare the talents required to achieve the Group’s  
international ambitions.  
– At the same time, a large-scale operation is underway to encourage  
the public and private sectors to improve road safety on two of the  
most deadly cross-border roads in Africa and to take societal actions  
along these corridors. The subsidiaries of the Marketing & Services  
segment in Uganda, Cameroon and Kenya have brought together  
the potential stakeholders in the project for each corridor by calling  
on the World Bank and independent experts in road safety.  
In Africa, the Group continues to support the pilot programs  
launched in 2008 in the Eiffel (Angola) and Augagneur (Congo) high  
schools to provide free, quality education in regions where  
educational opportunities remain limited. TOTAL funds the  
development of preparatory courses for prestigious universities  
at the Léon Mba high school in Gabon.  
– In Ethiopia, Zambia, Ghana, Nigeria and Senegal, the subsidiaries  
are working with the local authorities and other stakeholders  
to encourage the spread of best practices in terms of the  
management of fleet safety and of road safety in general.  
In the field of higher education, TOTAL has entered partnerships  
with the oil and gas institutes and science faculties in several  
countries: IST-AC (Congo/Cameroon), Boumerdès University  
(
Algeria), Port Harcourt University (Nigeria). It is also developing  
These societal actions supplement the initiatives taken internally  
to improve the safety of the Group’s transport operations such  
as the PATROM program in Africa.  
international University partnerships with the Massachusetts  
Institute of Technology (MIT), the French oil institute (IFP)  
and the Paris institute of political studies (IEP). As of today, the  
3.4. Fair operating practices  
Preventing corruption  
The Group’s commitment was reiterated by the Chairman and Chief  
Executive Officer of TOTAL by the publication of the new “Integrity  
Policy” in February 2011. This commitment takes the form of a  
number of actions:  
The amounts of money involved and the diversity of the various  
regions require the oil industry to be particularly vigilant about  
corruption and fraud. Around one quarter of TOTAL employees  
work in countries considered to be high-risk in this regard  
in 2009, approval by the Executive Committee of the Corruption  
Prevention Policy and Compliance Program, which includes the  
creation of a dedicated compliance structure;  
(countries in which the Transparency International index of the  
perception of corruption is less than or equal to 5). Reinforcing  
integrity and preventing corruption and fraud therefore constitute  
a major challenge for the Group and all its employees.  
– creation of the Compliance and Social Responsibility Department  
within the Group Legal Department, which is now backed by  
a network of more than 350 compliance managers in the Holding  
and the Group’s various sectors;  
TOTAL’s stance on the issue of corruption is based on clear  
principles, set out in 2000 in the Code of Conduct: “TOTAL rejects  
bribery and corruption in all forms, whether public or private, active  
or passive”.  
– in 2011, the Executive Committee’s decision to reinforce  
the means of preventing fraud and corruption by setting up  
an integrity policy and program;  
The Code of Conduct sets out the principles governing the actions  
and individual behavior of each person, both in their day-to-day  
decisions and in their relations with stakeholders. In it, TOTAL reiterates  
its support for the OECD Guidelines for Multinational Enterprises  
and the Tenth Principle of the United Nations Global Compact,  
which invites companies to act against all forms of corruption.  
– the adoption in 2011 of Group directives applying to the  
implementation of these policies at all levels.  
This initiative involves actions to raise awareness amongst  
employees and to train them. Training seminars are organized for  
the Compliance officers in the segments and subsidiaries. Specific  
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actions are also taken to prevent corruption, in particular on  
the occasion of the “Ethics” seminars. An e-learning course on  
the prevention of corruption, available in twelve languages, was  
made available internally in 2011. As of today, more than 40,000  
employees have followed the course.  
Linked to the United Nations guiding principles on business  
and human rights, TOTAL’s human rights approach is based  
on several pillars:  
Written principles: in accordance with its Code of Conduct,  
the Group has adopted principles appropriate to the operations  
and countries where it works, some of which are set out in the  
Human Rights Internal Guide published in 2011 in English, French,  
Spanish and Chinese.  
Human rights  
Although ultimate responsibility for human rights lies with  
governments, the activities of companies can affect the human  
rights of the employees, partners or communities with which they  
interact in numerous ways. In addition to being an ethical  
commitment for TOTAL, adopting a proactive approach to human  
rights within the Company is vital for its daily business. This  
approach helps to establish and maintain successful relationships  
with all stakeholders.  
Awareness activities: to ensure that its human rights principles  
are disseminated in-house, TOTAL raises employee awareness  
via internal communications channels such as the Ethics and  
Security intranet sites, and through specific training programs  
tailored to the various challenges encountered in the field. These  
programs are listed in the TOTAL University’s Ethical, Environmental  
and Social Responsibilities catalogues.  
Listening and advice bodies: two dedicated bodies, the Ethics  
Committee and the Compliance and Social Responsibility  
Department, are available to advise employees and coordinate  
efforts to promote human rights. All employees experiencing  
difficulties in the practical implementation of the Code of Conduct  
should first turn to their line manager; if necessary, they can  
contact the Human Resources Department or take their concerns  
to the Ethics Committee.  
TOTAL’s Code of Conduct formally recognizes the Group’s support  
for the principles of the 1948 Universal Declaration of Human  
Rights, the key conventions of the International Labor Organization,  
the OECD Guidelines for Multinational Enterprises and the  
principles of the United Nations Global Compact. Between 2005  
and 2011, the Group took part in the consultations organized by  
the United Nations’ special representative, professor John Ruggie,  
on the issue of business and human rights. The Chairman and  
Chief Executive and the Group’s Senior Vice President for Legal  
Affairs expressed their support for the “protect, respect, remedy”  
framework and for the UN’s guiding principles on business and  
human rights.  
The Ethics Committee is a central, independent structure that  
represents all of TOTAL’s business units. Its role is to listen to,  
support and advise both employees and people outside the  
Group. The Committee maintains complete confidentiality with  
regard to referrals; this can only be lifted with the agreement  
of the person in question.  
Furthermore, the Group is actively involved in numerous initiatives  
and work groups on human rights that bring together various  
stakeholders. As part of the Global Compact, TOTAL takes part in  
the Human Rights Working Group, the Responsible Investment in  
Conflict-Affected Countries Working Group and the Anti-Corruption  
Working Group. Created in 2010, the Global Compact LEAD  
 Assessment tools: these are used for regular assessment of  
subsidiaries’ human rights risks and compliance. They analyze  
the local consequences of projects (societal audits in local  
communities in certain countries that are questioned on their  
perception of the impact of the Group’s activities on their  
everyday lives) or check that the subsidiaries’ ethical practices  
meet the Group’s standards. Most of these tools are designed  
to prevent or limit the ethical risks or impacts related to our  
activities. Some of them are used with the assistance of  
independent experts, such as GoodCorporation, the Danish  
Institute for Human Rights or the CDA Collaborative Learning  
Projects. Action and monitoring plans are then implemented  
on the basis of these assessments.  
(Initiative for Sustainable Leadership) has fifty-four members, of  
which TOTAL is the only French company. The Group is also a  
founding member of the Global Business Initiative on Human Rights  
and actively participates in the work of IPIECA through the Social  
Responsibility Working Group and the Human Rights Task Force.  
After having implemented the recommendations of the Voluntary  
principles on security and human rights (VPSHR) for several years,  
TOTAL joined this initiative in March 2012. In 2012, TOTAL also  
took part in the activities of the Shift NGO, created by John Ruggie  
after his term of office with the UN. TOTAL’s Senior Vice President  
for Legal Affairs took part in a workshop organized by Shift in  
Boston (USA) on the practical implementation of respect for human  
rights by companies.  
Contractors and suppliers  
In its Code of Conduct, TOTAL states that it expects its suppliers to  
respect equivalent principles to those that it abides by. A document  
entitled “Fundamental Principles in Purchasing” sets out the Group’s  
commitments with regard to preventing corruption, compliance with  
the rules of free competition, respect for fundamental principles and  
rights at work, protecting health and the environment and promoting  
economic and social development. All TOTAL suppliers can be  
made aware of these rules, which are covered by specific contract  
clauses for major calls for tenders.  
Internally, in order to spell out its human rights position and  
initiatives, TOTAL has created a Human Rights Coordination  
Committee, managed by the Ethics Committee Chairman.  
A discussion forum that meets every other month, its members  
including representatives of the Human Resources, Public Relations,  
Legal, Finance, Security and Sustainable Development Departments,  
the Committee coordinates the initiatives taken by the Group’s various  
business units. In these meetings, the participants share their  
feedback and information on a range of topics related in particular  
to TOTAL’s involvement in public or private international initiatives  
Questionnaires focused on environmental and social challenges are  
used to gather more in-depth information from suppliers about their  
approach to these subjects, either during prequalification or as part  
of an audit. This aspect of supplier relationships can also be  
examined in ad hoc ethical assessments of Group subsidiaries or  
entities, performed by GoodCorporation.  
(VPSHR, ITIE, GBI, IPIECA, etc.), on human rights tools, procedures  
and internal policies already adopted or under construction,  
and on civil society projects.  
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A cross-functional working group dedicated to sustainable  
purchasing, that includes the various segments and the Purchasing  
and Sustainable Development departments, was set up in 2011.  
This group is tasked with reinforcing TOTAL’s policy in this area,  
using the initiatives taken in each sector. In 2012, a map of the CSR  
risks and opportunities in the Group’s main purchasing categories  
was drawn up, in order to identify the main issues in three areas:  
ethics and human rights, environmental impact and the creation  
of value with the communities. Detailed pilots were launched on  
certain types of purchases further to this analysis.  
TOTAL continues to collaborate with the Danish Institute for Human  
Rights to improve the tools and processes it uses to assess its  
suppliers’ approach to their environmental and social impact.  
A special effort has been made in France within the framework  
of the disability policy in order to increase the proportion of the Group’s  
purchases from the sector for disabled workers. In terms of beneficiary  
entities, these purchases are expected to increase two-fold for the  
head office at Paris La Défense, due to contracts signed in 2012.  
4
. Other social, community development  
and environmental information  
4.1. TOTAL and Canadian oil sands  
With the development of several major projects in the Canadian oil  
sands, TOTAL expects to produce 200 kb/d of bitumen within ten  
to fifteen years. It is vital that the environmental challenges, and  
in particular the impact on water, the rehabilitation of the land and  
the ecosystems affected, together with greenhouse gas emissions,  
are taken into account. For several years, TOTAL has been actively  
involved in the various collaborative research initiatives undertaken  
by Canadian industry into these areas, and invests over CAD  
centrifuging, in order to significantly reduce the size of the tailing  
ponds and ensure that they are solidified within several years.  
As open-pit mining of oil sands disturbs land and ecosystems,  
TOTAL is committed to their sustainable rehabilitation throughout  
its operations, taking into account the specific features of the boreal  
forest. Sixty percent of the rehabilitation work at Joslyn will be  
completed at the end of mining, and the rest in the next seven years.  
2
0 million each year. In particular, TOTAL is one of the founder  
Over and above Canadian industry’s efforts to reduce greenhouse  
gas emissions from the entire oil sands production chain (which are  
approximately 10 to 15% higher than the average for conventional  
crude in a complete “well to wheel” cycle, according to the Group’s  
estimates), TOTAL plans to install cogeneration units at its mines.  
The Group is also involved in carbon capture and storage project  
analyses in Alberta.  
members of COSIA (Canadian Oil Sands Innovation Alliance),  
an initiative launched in 2012 by fourteen producers in Canada  
to speed up the improvement in the environmental performance  
of Canadian oil sands by promoting collaboration and innovation.  
In order to restrict water consumption on the Surmont (50% share)  
in situ project, the Group has been working with the operator to  
optimize water use and recycling. For Phase 2 of the project, the  
selected option should allow water to be withdrawn only from saline  
aquifers and not from fresh water aquifers or rivers, which will lead  
to additional processing costs. On Joslyn North (38.25%, operator),  
TOTAL has committed to building a freshwater storage facility  
sufficient for ninety days of production, in order to reduce  
Mindful of its responsibilities to its stakeholders and neighbors,  
and particularly the First Nations, TOTAL opened a permanent  
office in Fort McMurray in 2006. Since that time, the Group  
has signed social and economic agreements with the Fort McKay,  
Athabasca Chipewyan and Mikisew Cree First Nations, and  
with the Regional Municipality of Wood Buffalo. These reflect  
TOTAL’s commitment to engaging in dialogue with the communities  
living near its facilities and allowing them to benefit from the  
economic impact of its activities (see paragraph 3.1. of this Chapter).  
withdrawals from the Athabasca River in low flow periods.  
The Group is also involved in oil industry work to improve  
management of the waste associated with developing oil sand  
mines, which has historically been stored in tailing ponds. For  
Joslyn, TOTAL is planning to use processes to separate waste  
flows and thicken the finest waste, and even flocculation and  
For more information, visit  
total-ep-canada.com/csr/responsibility.asp.  
total.com  
4.2. TOTAL and shale gas  
TOTAL has stakes either as operator or partner in several shale gas  
licenses in Poland, Denmark, the United States and Argentina.  
optimizing water management, and reducing the visual impact  
and nuisance caused by the operations. TOTAL’s R&D teams are  
looking for the appropriate technological solutions.  
In every country where the Group has operations, its environmental  
and social charters, in addition to compliance with local legislation,  
provide the framework for its operations.  
In Europe, where TOTAL has stakes in Denmark (operator) and  
Poland (partner), the Group’s efforts are focused on listening  
to our contacts so that the operations can proceed in a way that is  
acceptable to all stakeholders. TOTAL is convinced that shale gas  
The environmental challenges associated with shale gas development  
include reducing the quantity and impact of chemical additives,  
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Social and environmental information  
12  
Other social, community development and environmental information  
will have a place in the European energy mix, if the exploration  
campaigns confirm the existence of this resource in Europe. In the  
United States, TOTAL is a partner in the appraisal and development  
of shale gas licenses in the Barnett (Texas) and Utica (Ohio) plays.  
In Australia, TOTAL signed an agreement to enter four shale gas  
exploration licenses in the South Georgina basin in the center of  
the country. Under the terms of the agreement, TOTAL can increase  
its stake to 68% and become the operator in the event of development,  
which remains subject to approval by the authorities.  
In Argentina, TOTAL has stakes either as operator or partner in  
several shale gas licenses in the Neuquén basin.  
4.3. TOTAL and the Arctic  
According to a survey published by the USGS (United States  
Geological Survey) in 2012, the Arctic may host 13% of the  
conventional oil resources to be discovered on the planet and 30%  
of gas resources. These substantial resources could help to meet  
the rise in demand for energy in the coming decades.  
Exploration & Production in the Arctic faces a number of stiff  
challenges due to the difficult weather and oceanographic  
conditions, logistical factors and the nature of the technologies  
to be deployed in a particularly sensitive ecosystem.  
TOTAL currently does not conduct any exploration activities for oil  
fields under the ice cap, and favors either the development of gas  
fields or the development of oil fields not located under the ice cap.  
At the same time, TOTAL is involved in the research into the  
specific issues in the Arctic, in particular through its “Grands froids”  
(deep cold) R&D program. TOTAL is also taking part in the Joint  
Industry Program that brings together oil companies and scientific  
organizations in research into the means of preventing, detecting  
and responding to accidental pollution by hydrocarbons.  
The Group is mainly involved in various projects, including in  
Norway (Snøhvit and Novarg) and in Russia (Kharyaga, Yamal LNG,  
Termokarstovoye).  
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Social and environmental information  
Third parties assurance report 12  
5. Third party assurance report  
Year ended December 31, 2012  
This is a free translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report  
should be read in conjunction with and is construed in accordance with French law and professional auditing standards applicable in France.  
To the Executive Board,  
In accordance with your request and in our capacity as statutory auditors of Total, we hereby report to you on the consolidated social,  
environmental and societal information presented in the Registration Document issued for the year ended December 31, 2012 in accordance  
with the requirements of article L.225-102-1 of the French commercial code (Code de commerce).  
Entity’s Responsibility  
The executive board of the entity is responsible for the preparation of the Registration Document including the consolidated social,  
environmental and societal information (the “Information”) in accordance with the requirements of Article R. 225-105-1 of the French commercial  
code (Code de commerce), presented as required by the entity’s internal reporting standards (the “Guidelines”) and available upon request  
at the entity’s premises.  
Our Independence and Quality Control  
Our independence is defined by regulatory requirements, the Code of Ethics of our profession (Code de déontologie) and Article L. 822-11  
of the French commercial code (Code de commerce). In addition, we maintain a comprehensive system of quality control including documented  
policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.  
Independent verifier’s responsibility  
It is our role, on the basis of our work:  
to attest whether the required Information is presented in the Registration Document or, if not presented, whether an appropriate  
explanation is given in accordance with the third paragraph of Article R. 225-105 of the French commercial code (Code de commerce)  
and Decree no. 2012-557 dated April 24, 2012 (Attestation of disclosure);  
to provide limited assurance on whether the other Information is fairly presented, in all material respects, in accordance with the Guidelines  
(limited assurance).  
We called upon our Corporate Social Responsibility experts to assist us in the performance of our work.  
5.1. Attestation of presentation  
Our engagement was performed in accordance with professional standards applicable in France:  
we compared the Information presented in the Registration Document with the list as provided for in Article R. 225-105-1 of the French  
commercial code (Code de commerce);  
we verified that the Information covers the consolidated perimeter, namely the entity and its subsidiaries within the meaning of Article  
L. 233-1 and the controlled entities within the meaning of Article L. 233-3 of the French commercial code (Code de commerce);  
in the event of the omission of certain consolidated Information, we verified that an appropriate explanation was given in accordance  
with Decree no. 2012-557 dated April 24, 2012.  
On the basis of our work, we attest that the required Information is presented in the Registration Document. Environmental information  
is consolidated on the operated perimeter only. The Group also discloses the greenhouse gas emissions on the equity share perimeter.  
5.2. Limited assurance report  
Nature and scope of the work  
We conducted our engagement in accordance with ISAE 3000 (International Standard on Assurance Engagements) and French  
professional guidance.  
We performed the following procedures to obtain a limited assurance that nothing has come to our attention that causes us to believe  
that the Information of the Registration Document is not fairly presented, in all material respects, in accordance with the Guidelines.  
A higher level of assurance would have required us to carry out more extensive work.  
Registration Document 2012. TOTAL  
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Social and environmental information  
12  
Third parties assurance report  
Our work consisted in the following:  
We assessed the suitability of the Guidelines as regards their relevance, comprehensiveness, neutrality, understandability and reliability,  
taking into consideration, where applicable, the good practices in the sector.  
We verified that the Group had set up a process for the collection, compilation, processing and control of the Information to ensure  
its completeness and consistency. We examined the internal control and risk management procedures relating to the preparation  
of the Information. We conducted interviews with those responsible for social and environmental reporting.  
We selected the consolidated Information to be tested(1) and determined the nature and scope of the tests, taking into consideration  
their importance with respect to the social and environmental consequences related to the Group’s business and characteristics, as well  
as its societal commitments.  
Concerning the quantitative consolidated information that we deemed to be the most important:  
-
at the level of the consolidating entity TOTAL S.A. and the controlled entities, we implemented analytical procedures and, based on sampling,  
verified the calculations and the consolidation of this information;  
-
at the level of the sites that we selected(2) based on their business, their contribution to the consolidated indicators, their location,  
former verification campaigns and a risk analysis:  
.
.
we conducted interviews to verify that the procedures were correctly applied and to identify any omissions;  
we performed tests of detail based on sampling, consisting in verifying the calculations made and reconciling the data with  
the supporting documents.  
The sample thus selected represents 7.5% of the headcount and 22% of the greenhouse gases emissions.  
Concerning the qualitative consolidated information that we deemed to be the most important, we conducted interviews and reviewed  
the related documentary sources in order to corroborate this information and assess its fairness. Regarding ethical standards and employees  
security, interviews were conducted at Group level only.  
As regards the other consolidated information published, we assessed its fairness and consistency in relation to our knowledge  
of the Group and, where applicable, through interviews or the consultation of documentary sources.  
Finally, we assessed the relevance of the explanations given in the event of the absence of certain information.  
Comments on the Guidelines  
We draw your attention to the following comments on the Guidelines:  
The Environmental Guidelines are cascaded to each business and segment, which adjusts the reporting process to Total’s  
various activities.  
Comments on the Information  
We wish to make the following comment on the Information:  
Social information  
Total’s social reporting data is based on a reporting software deployed at all units in the review’s scope. The tool combined with internal  
controls performed by the holding TOTAL S.A. increase the reliability of the social information, in particular by automating checks  
and facilitating consolidation.  
(
1) Environment and Safety indicators verified onsite: Number of sites ISO 14001- certified, positions (FTE) dedicated to environmental matters, existence of an operational anti-pollution plan  
and number of exercises carried out, greenhouse gases emissions (operated domain and equity share domain), atmospheric emissions of NOx and SO2, number and volume of accidental  
spills of hydrocarbons reaching the environment, fresh water withdrawal by source (excluding once-through), Chemical oxygen demand (COD) in water discharged (Specialty Chemicals only),  
classification of waste by type of disposal (quantity by type of disposal), quantity of hazardous waste treated externally, materials loss rates, energy imports, consolidation process of the safety  
indicators TRIR-LTIR-SIR, occupational illness rate.  
Social indicators verified onsite: total headcount and breakdown by age, by men/women, and by nationality, recruitments, existence of a legislated guaranteed minimum wage, existence  
of a supplementary occupational scheme, absenteeism, indicators related to labor practices (part time working, teleworking), existence of elected or labor-union staff representatives,  
percentage of the employees covered by a bargaining agreement, number of course-based training days (excl. on-the-job training and e-learning).  
(
2) Environment and Safety indicators:  
-
-
Exploration-Production: Total E&P Angola – TEPA (Angola), Total E&P Russia – TEPR (Russia), Total E&P Qatar – TEPQ (Qatar);  
Refining-Chemicals: Port Arthur Refinery – PAR (USA), Vlissingen Refinery – ZR (Netherland), Lyndsey Oil Refinery – LOR (UK), Carville Cosmar (USA), Total Gonfreville Petrochemicals  
(France), Hutchinson Joué les Tours (France);  
-
Marketing & Services: Total Erdevelt (Belgium), Total Valdemoro (Spain).  
Social indicators:  
-
-
-
-
Exploration-Production: Total E&P Angola – TEPA (Angola), Total E&P Russia – TEPR (Russia), Total E&P Qatar – TEPQ (Qatar);  
Refining-Chemicals: Lyndsey Oil Refinery – LOR (UK), Bostik Inc (USA), Total Gonfreville Petrochemicals (France), Total Petrochemicals (France), Atotech Deutschland (Deutschland);  
Marketing & Services: Total Belgium (Belgium), Compagnie Pétrolière de l’Ouest – CPO (France);  
Holding: TOTAL S.A. La Défense (France).  
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Social and environmental information  
Third parties assurance report 12  
Conclusion  
We express qualifications on the following points:  
Methods to calculate the number and volume of spills which reach the environment are not consistent between sites and subsidiaries,  
resulting in heterogeneous consolidated data.  
Calculations of SO emissions of Exploration & Production subsidiaries are based on an insufficient number of analytical results,  
2
generating uncertainty on the reported data.  
Regarding the number of training days, the type of training as well as the calculation methodology was not fully understood within some  
of the audited sites.  
Based on our work described in this report, except for the effects of the matters described above, nothing has come to our attention that  
causes us to believe that the Information is not fairly presented, in all material respects, in accordance with the Guidelines.  
La Défense, March 13, 2013  
The independent verifier  
Ernst & Young et Associés  
Cleantech & sustainability department  
French original signed by:  
Christophe Schmeitzky  
Registration Document 2012. TOTAL  
357  
358  
TOTAL. Registration Document 2012  
Glossary  
A
C
Acreage  
Areas in which mining rights are exercised.  
Capacity of treatment  
Annual crude oil treatment capacity of the atmospheric distillation  
units of a refinery.  
API degrees  
Scale established by the American Petroleum Institute (API) to  
measure oil density. A high API degree indicates light oil from which  
a high yield of gasoline can be refined.  
Carbon capture and storage (CCS)  
Technology designed to reduce greenhouse gas emissions in the  
atmosphere during the combustion of fossil materials by capturing,  
compressing, transporting and injecting carbon dioxide (CO ) into  
deep geological formations for permanent storage. The use of  
2
Appraisal (delineation)  
Work performed after a discovery for the purpose of determining  
the boundaries or extent of an oil or gas field or assessing its  
reserves and production potential.  
oxygen instead of air in CO production is called oxy-combustion.  
2
Catalysts  
Substances that facilitate chemical reactions during the refining  
process used in conversion units (reformer, hydrocracker, catalytic  
cracker) and desulphurization units.  
Associated gas  
Gas released during oil production.  
Association/Joint venture/Consortium  
Principal catalysts are precious metals (platinum) or other metals  
such as nickel and cobalt. There are some catalysts that regenerate  
themselves and others that are consumable.  
Group of companies not forming a new legal entity. In an oil and  
gas joint venture, each member holds an undivided interest in the  
specific area of the contract (PSC, concession, buyback, etc.)  
and has separate tax obligations toward the host country.  
Coal bed methane  
Natural gas present in coal beds.  
Cogeneration  
Simultaneous generation of electrical and thermal energies from  
B
a combustible source (gas, fuel oil or coal).  
Barrel  
Unit of measurement of volume of crude oil equal to 42 U.S. gallons  
or 158.9 liters. Quantities of liquid hydrocarbons in barrels are  
expressed at 60°F.  
Concentrating solar power plant  
The most advanced form of solar steam plant which concentrates  
sunlight using mirrors to heat a liquid and produce electricity.  
This technology consists mainly of tower power plants and  
cylindrical-parabolic plants.  
Barrel of Oil Equivalent (BOE)  
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.  
Concession contract  
Exploration and production contract under which a host country  
grants to an oil & gas company (or joint venture) the right to explore  
a geographic area and develop and produce potential reserves.  
The oil and gas company (or joint venture) undertakes the execution  
and financing, at its own risk, of all operations.  
Biochemical conversion  
Conversion of energy sources (usually biomass) through biological  
transformation (reactions in living organisms). Examples include  
fermentation (in the presence of enzymes).  
In return, it is entitled to the entire production.  
Biofuel  
Condensate  
Liquid or gaseous fuel used for transport and produced from biomass.  
Light hydrocarbon substances produced with natural gas that exist  
– either in 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.  
Biomass  
Biodegradable fraction of products, waste and residues of  
biological origin from agriculture (including plant and animal  
substances), forestry and related industries, including fisheries  
and aquaculture which, through chemical transformation, can  
become beneficial molecules (carbon molecules) for the production  
of fuels and specialty chemicals.  
Conversion  
Refining operation aimed at transforming heavy products (heavy  
fuel oil) into lighter or less viscous products (gasoline, jet fuels, etc.)  
Brent  
Cost oil/gas  
Quality of crude (38° API) produced in the North Sea, at the Brent  
In a production sharing contract, portion of the oil and gas  
production made available to the contractor (contractor group)  
and contractually reserved for reimbursement of exploration,  
development, operation and site reclamation costs (“recoverable”  
costs).  
fields.  
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.  
Registration Document 2012. TOTAL  
359  
Cracking  
F
Refining process that entails converting the molecules of large,  
complex, heavy hydrocarbons into simpler, lighter molecules using  
heat, pressure and, in some cases, a catalyst. A distinction is made  
between catalytic cracking and steam cracking, which uses heat  
instead of a catalyst. Cracking then produces ethylene and  
propylene, in particular.  
Farnesane  
Farnesane is obtained through the hydrogenation of farnesene,  
a saturated hydrocarbon (alkane) that can be added to diesel fuel.  
Farnesene  
A hydrocarbon molecule (iso-olefin containing 15 carbon atoms),  
farnesene is a molecule that is very similar to fossil hydrocarbons  
and can therefore be used to produce fuel or chemical compounds.  
The Amyris company has developed a process to produce it through  
the fermentation of sugar.  
D
Debottlenecking  
Change made to a facility to increase its production capacity.  
FEED studies (Front-End Engineering Design)  
Studies aimed at defining the project and preparing for its  
execution. In the TOTAL process, this covers the pre-project and  
basic engineering phases.  
Deep conversion unit (coker)  
Unit that produces light products (gas, gasoline, diesel) and coke  
through the cracking of distillation residues.  
Fossil energies  
Energies produced from oil, natural gas and coal.  
Desulphurization unit  
Unit in which sulphur and sulphur compounds are eliminated from  
mixtures of gaseous or liquid hydrocarbons.  
FPSO (Floating production, storage and offloading)  
Floating integrated offshore unit comprising the equipment used to  
produce, process and store hydrocarbons and offload them directly  
to an offshore oil tanker.  
Developed Reserves  
Reserves that are expected to be recovered from 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.  
H
Development  
Operations carried out to bring an oil or gas field on stream,  
including in particular construction of the necessary infrastructures  
for oil and gas production.  
Hydraulic fracturing  
Technique that involves fracturing rock to improve its permeability.  
Hydrocarbons  
Distillates  
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.  
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.  
Hydrocracking  
Catalytic refining process that uses hydrogen to convert heavy oils  
into lighter fractions.  
E
Energy mix  
The various energy sources used to meet the demand for energy.  
I
Ethane  
A colorless, odorless combustible gas found in natural gas and  
In situ oil shale production technology  
petroleum gas.  
(American Shale Oil, LLC (AMSO) Technology)  
In an in situ process, oil shale is heated in place underground in  
order to trigger an in situ pyrolysis reaction. The very high-quality  
liquid and gaseous hydrocarbons produced through this reaction  
are then extracted from the reservoir by gas lift and/or pumping,  
which are traditional production techniques.  
Ethanol  
Also commonly called ethyl alcohol or alcohol, ethanol is obtained  
through the fermentation of sugar (beetroot, sugarcane) or starch  
(
(
grains, etc.). Ethanol has numerous food, chemical and energy  
biofuel) applications.  
Ethylene/Propylene  
Petrochemical products derived from cracking and essential to the  
production of polyethylene and polypropylene, two plastics  
frequently used in packaging, the automotive industry, household  
appliances, healthcare and textiles.  
L
Lignocellulose  
Lignocellulose makes up the wall of plant cells. In the biofuel sector,  
this term is used to designate wood and straw, two resources that  
can be used for biofuel production. Lignocellulose can be gasified  
Ex situ oil shale production technology  
(Red Leaf: EcoShaleTM In-Capsule Technology)  
(
(
thermochemical conversion) or split into its basic components  
sugars from cellulose and lignin) in order to transform them through  
Ex-situ production technology is used for shallow oil shale  
formations. Shale is extracted using a mining method and then  
heated in large sealed capsules. Heating triggers a pyrolysis  
reaction that produces high-quality liquid hydrocarbons and gas.  
biochemical conversion.  
Liquefied Natural Gas (LNG)  
Natural gas, primarily methane, that has been liquefied by cooling  
in order to transport it.  
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TOTAL. Registration Document 2012  
Liquefied Petroleum Gas (LPG)  
Petcoke (or petroleum coke)  
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. LPG is included in NGL.  
Residual product remaining after the improvement of very heavy  
petroleum cuts. This solid black product consists mainly of carbon  
and can be used as fuel in a manner similar to steam coal.  
Polymers  
Molecule composed of monomers bonded together by covalent  
bonds, such as starch and proteins. They are generally organic  
M
(DNA), artificial or synthetic (such as polystyrene). Polyolefins  
represent the largest family of polymers.  
Mineral interests  
Rights to explore for and/or produce oil and gas in a specific  
Production plateau  
Expected average stabilized level of production for a field following  
area for a fixed period. Covers the concepts of “permit”, “license”,  
“title”, etc.  
the production build-up.  
MTO/OCP  
Production Sharing Contract (PSA, PSC)  
MTO (Methanols to Olefins) involves the conversion of methanol  
into olefins. OCP (olefin cracking process) is then used to convert  
these olefins into plastics.  
Exploration and production contract under which a host country or,  
more frequently, its national company, transfers to an oil & gas  
company (the contractor) or a joint venture (the contractor group)  
the right to explore a geographic area and develop and produce  
the reserves of the fields discovered. The contractor (or contractor  
group) undertakes the execution and financing, as its own risk, of  
all operations. In return, it is entitled to a portion of the production,  
called cost oil/gas, to recover its costs and investment. The remaining  
production, called profit oil/gas, is then shared between the  
contractor (contractor group), on the one hand, and the national  
company and/or host country, on the other hand.  
N
Naphta  
Heavy gasoline used as a base in petrochemicals.  
Natural gas  
Mixture of gaseous hydrocarbons, composed mainly of methane.  
Project  
Natural Gas Liquids (NGL)  
As used in this report, “project” may encompass different meanings,  
such as properties, agreements, investments, developments, phases,  
activities or components, each of which may also informally be  
described as a “project”. Such use is for convenience only and is  
not intended as a precise description of the term “project” as it  
relates to any specific governmental law or regulation.  
Natural gas liquids are a mixture of light hydrocarbons that exist  
in the gaseous phase at atmospheric pressure and are recovered  
as liquid in gas processing plants. NGL include very light hydrocarbons  
(ethane, propane and butane).  
O
Proved and probable reserves (2P reserves)  
Sum of proved reserves and probable reserves. 2P reserves are the  
median quantities of oil and gas recoverable from fields that have  
already been drilled, covered by E&P contracts and for which technical  
studies have demonstrated economic development in a long-term  
price environment. They include projects developed by mining.  
Oil and gas exploration  
All operations carried out to reveal the existence of oil and gas fields.  
Olefins  
Products (gas) obtained after cracking of petroleum streams. Olefins  
are ethylene, propylene and butadiene. These products are used in  
the production of large plastics (polyethylene, polypropylene, PVC,  
etc.), elastomers (polybutadiene, etc.) and large chemical intermediates.  
Proved permit  
Permit for which there are proved reserves.  
Proved reserves (1P reserves)  
Operated production  
Total quantity of oil and gas produced on fields operated by  
an oil company.  
Estimated quantities of crude oil and natural gas that geological  
and engineering data show, with reasonable certainty (90%), to be  
recoverable in the coming years from known reservoirs and under  
existing contractual, economic and operating conditions:  
Operator  
developed proved reserves are those that can be recovered from  
existing facilities and without significant additional investment;  
undeveloped proved reserves are those that are expected to be  
recovered with new investments (surface facilities, wells, etc.).  
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.  
A refinery is also said to be operated by a specific partner when  
the operations are carried out by the partner on behalf of all the  
partners of the joint venture that owns the refinery.  
R
P
Refining  
The various processes used to produce petroleum products from  
crude oil (distillation, reforming, desulphurization, cracking, etc.).  
Permit  
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) the exclusive right to  
carry out exploration work (“exploration” permit) or to exploit a field  
Renewable energies  
An energy source whose inventories can be renewed or are  
inexhaustible, such as solar, wind, hydraulic, biomass and  
geothermal energy.  
(“exploitation” permit).  
Registration Document 2012. TOTAL  
361  
Reserve life  
Steam Assisted Gravity Drainage (SAGD)  
Ratio of reserves at the end of the year to the production sold  
Technique used in in situ production of bitumen from oil sands  
which entails injecting water vapor to increase the temperature of  
the bitumen and reduce its viscosity, making it easier to extract.  
during the past year.  
Reserves  
Estimated remaining quantities of oil and gas and related  
substances expected to be economically producible, as of a given  
date, by application of development projects to known  
accumulations.  
T
Thermochemical conversion  
Reservoirs  
Conversion of energy sources (gas, coal, biomass) through thermal  
transformation (chemical reactions from heat). Examples include  
gasification, combustion and photosynthesis (solar energy).  
Porous, permeable underground rock formation that contains oil  
or natural gas.  
Resources  
Tower/cylindrical-parabolic collector power plant  
Type of solar steam plant consisting of a field of solar mirrors –  
heliostats – which concentrate sunlight toward a boiler located  
at the top of a tower. At a cylindrical-parabolic collector plant  
Sum of proved and probable reserves and contingent resources  
(average quantities potentially recoverable from known  
accumulations) - Society of Petroleum Engineers – 03/07.  
(a reference to its shape), the mirrors follow the sun automatically  
as it rises.  
S
Seismic  
U
Method of exploring the subsoil that entails methodically sending  
vibration or sound waves and recording their reflections to assess  
the type, size, shape and depth of subsurface layers.  
Unconventional hydrocarbons  
Hydrocarbons, oil and gas that cannot be produced or extracted  
using conventional methods. These hydrocarbons generally include  
shale gas, coal bed methane, gas located in very low-permeable  
reservoirs, methane hydrates, extra heavy oil, bitumen and liquid  
or gaseous hydrocarbons generated during pyrolysis of oil shale.  
Shale gas  
Natural gas trapped in very compact, low-permeable rock.  
Sidetrack  
Well drilled from a portion of an existing well (and not by starting  
from the surface). It is used to get around an obstruction in the  
original well or resume drilling in a new direction or to explore a  
nearby geological area.  
Unitization  
Creation of a new joint venture and appointment of a single  
operator for the development and production as single unit  
of an oil or gas field involving several permits/licenses or countries.  
Silicon  
Unproved permit  
The most abundant element in the earth’s crust after oxygen.  
It does not exist in a free state but in the form of compounds  
such as silica, which has long been used as an essential element  
of glass. Polysilicon (or crystalline silicon), which is obtained by  
purifying silicon and consists of metal-like crystals, is used in  
the construction of photovoltaic solar panels.  
Permit for which there are no proved reserves.  
Upgrader  
Refining unit where petroleum products, such as heavy oils,  
are upgraded through cracking and hydrogenation.  
Site abandonment  
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.  
362  
TOTAL. Registration Document 2012  
Cross reference lists  
Registration Document concordance tables, for use in identifying the information  
required by Annex 1 of Regulation 809/2004/EC of 29 April 2004  
Information required by Annex 1  
of Regulation 809/2004/EC  
Registration Document 2012  
Relevant chapters  
Relevant paragraphs  
1.  
2.  
3.  
4.  
5.  
Persons responsible  
Statutory auditors  
p i  
5
p i  
4.1. to 4.3.  
2.  
Selected financial information  
Risk factors  
1
4
1. to 4.  
Information about the issuer  
5
.1.  
History and development  
2
2
8
2
8
2
8
2
8
2
3
2
2
2
2
1.1.  
1.1.  
2.1.  
1.1.  
2.1.  
1.1.  
2.1.  
1.1.  
2.1.  
5.1.1. Legal and commercial name  
5
5
5
5
.1.2. Place of registration and registration number  
.1.3. Date of incorporation and length of life  
.1.4. Domicile, legal form, applicable legislation, country of incorporation  
address and telephone number of registered office  
.1.5. Important events in the development of the business  
2. to 5.  
1.  
5.1. to 5.2.  
5.1.  
5
5
5
5
.2.  
Investments  
.2.1. Principal investments over the last three fiscal years  
.2.2. Principal investments in progress  
.2.3. Principal future investments  
5.1.  
5.2.  
6.  
Business overview  
6
6
6
.1.  
.2.  
.3.  
Principal activities  
1
2
1
2
2
3
4
2
4
2.  
2. to 5.  
2.  
Principal markets  
2. to 5.  
2. to 5.  
1.1. to 1.5.  
3.3.  
1.1., 2., 3., 4.  
3.10.  
Exceptional factors that have influenced  
the principal activities or principal markets  
Dependence on certain contracts  
Competitive position  
6.4.  
.5.  
6
7.  
Organizational structure  
2
8.  
7
7
.1.  
.2.  
Issuer’s position within the Group  
Significant subsidiaries  
2
2
9
6.1.  
6.2.  
7. (note 35)  
8.  
Property, plant and equipment  
8.1.  
Most significant tangible fixed assets  
2
9
1. to 4., 7.  
7. (note 11)  
8.2.  
Environmental issues affecting the most significant  
tangible fixed assets  
4
12  
2.  
2.  
Registration Document 2012. TOTAL  
363  
9.  
Operating and financial review  
9
.1.  
Financial condition  
1
3
3
3
3
3
2.  
1.1. to 1.6.  
1.1. to 1.6.  
9
9
9
9
.2.  
Operating results  
.2.1. Significant factors materially affecting income from operations  
.2.2. Narrative description of changes in net sales or revenues  
.2.3. External factors that have materially affected, or could materially affect, operations  
1.1. to 1.6. and 4.  
1.1. to 1.6.  
1.1. to 1.6. and 4.  
10.  
Capital resources  
1
1
0.1. Information concerning capital resources (both short and long term)  
0.2. Source, amounts and narrative description of cash flows  
3
3
9
3
4
2.1.  
2.2.  
5.  
2.3.  
1.  
1
1
1
0.3. Borrowing requirements and funding structure  
0.4. Restrictions on the use of capital resources that have materially affected,  
or could materially affect, operations  
0.5. Anticipated sources of funds needed for the principal future investments  
and major encumbrances on the most significant tangible fixed assets  
n/a  
2
3
n/a  
5.2.  
2.5.  
9
5.  
9
7. (note 11)  
1
1.  
2.  
Research and development, patents and licenses  
Trend information  
3
3.  
1
1
2.1. Most significant trends in production, sales and inventory,  
and costs and selling prices since the end of the last fiscal year  
2.2. Known trends, uncertainties, demands, commitments or events that are  
likely to have a material effect on prospects for the current fiscal year  
3
7
2
3
4
7
4.3.  
6.  
5.2.  
4.  
1
1. to 3.  
6.  
1
3.  
4.  
Profit forecasts or estimates  
n/a  
n/a  
1
Administrative, management and supervisory bodies and Senior Management  
14.1. Information about members of the administrative  
and management bodies  
5
5
5
1.1. and 5.3.  
1.9.  
14.2. Conflicts of interests, understandings relating to nominations,  
restrictions on the disposal of holdings in the issuer’s securities  
6.3.  
15.  
Remuneration and benefits  
1
5.1. Remuneration paid and benefits in kind  
granted by the issuer and its subsidiaries  
5.2. Amounts set aside or accrued to provide pension,  
retirement or similar benefits  
5
5
9
5.  
5.5.  
1
7. (note 24 and 25)  
16.  
Board practices  
1
1
6.1. Date of expiration of the current term of office, and date of commencement in office  
6.2. Contracts with the issuer or any of its subsidiaries providing for benefits  
upon termination of such contracts  
5
1.1.  
5
5
5
5
5.5.  
1.5.1. and 1.5.2.  
1.6.1. and 1.6.2.  
1.3.  
16.3. Information about the issuer’s audit committee  
and remuneration committee  
16.4. Compliance with the corporate governance regime in force in France  
364  
TOTAL. Registration Document 2012  
17.  
Employees  
1
1
1
7.1. Number of employees at the end of the last 3 fiscal years;  
1
5
2
1
5
2
5
5
8
2.  
6.1.  
1.1.  
2.  
6.2.  
1.1.3.  
5.6.  
6.2.  
3.1.  
breakdown by geographic location and category of activity  
1
1
7.2. Shareholdings and stock options  
7.3. Arrangements for involving employees  
in the capital of the issuer  
18.  
Major shareholders  
1
8.1. Interests held above the threshold for notification  
known interests)  
(
6
6
8
n/a  
n/a  
4.4.  
4.4.  
2.4.  
n/a  
n/a  
1
8.2. Major shareholders’ voting rights in excess  
of their share in the share capital  
1
8.3. Control of the issuer by one or more shareholders  
8.4. Arrangements, known to the issuer, the operation of which may  
at a subsequent date result in a change in control of the issuer  
1
1
9.  
0.  
Related party transactions  
6
9
4.9.  
7. (note 24)  
2
Financial information concerning the issuer’s assets and liabilities,  
financial position and profits and losses  
2
2
2
2
2
0.1. Historical financial information  
0.2. Pro forma financial information  
0.3. Consolidated annual financial statements  
0.4. Auditing of historical annual financial information  
0.4.1. Auditing of the historical financial information  
7
n/a  
9
1. and 2.  
n/a  
2. to 7.  
7
9
2.  
1.  
11  
2.  
2
0.4.2. Other information in the Registration Document  
that has been audited by the auditors  
5
2.  
1.  
11  
10  
10  
7
20.4.3. Financial data in the Registration Document that is not extracted  
from the issuer’s audited financial statements  
1.5. to 1.9.  
2.  
3.  
2
2
2
0.5. Age of latest audited financial information  
0.6. Interim and other financial information  
December 31, 2012  
0.6.1. Quarterly or half yearly financial information published  
since the date of the last audited financial statements  
0.6.2. Interim financial information covering the first six months  
of the fiscal year after the end of the last audited fiscal year  
0.7. Dividend policy  
n/a  
n/a  
n/a  
n/a  
2
2
2
2
6
7
7
2.1.  
5.  
6.  
0.8. Legal and arbitration proceedings  
0.9. Significant change in the issuer’s financial or commercial position  
Registration Document 2012. TOTAL  
365  
21.  
Additional information  
21.1. Share capital  
2
1.1.1. Issued capital and authorized capital  
8
1
9
n/a  
6
1.1. to 1.4.  
4. (note 6.a)  
7. (note 17)  
n/a  
3.2.2., 3.2.7.  
4.4.1., 4.5.  
1.5.  
1
21.1.2. Shares not representing capital  
21.1.3. Shares held by the issuer or its subsidiaries  
6
8
9
7. (note 17)  
4. (note 6)  
1.3. and 1.4.  
6. 2. 4.  
1
1
8
5
2
2
1.1.4. Securities granting future access to the issuer’s share capital  
1.1.5. Terms of any acquisition rights and/or obligations over  
capital issued but not paid, or any capital increase  
and 6. 2. 5.  
n/a  
2
2
1.1.6. Capital of any member of the Group which is under option  
1.1.7. History of the issuer’s share capital over the last 3 fiscal years  
n/a  
8
1.6.  
9
1
7. (note 17)  
4. (note 6.a)  
1
2
2
2
1.2. Memorandum and Articles of Association  
1.2.1. Issuer’s objects and purposes  
1.2.2. Provisions of statutes and charters with respect to the members  
of the administrative, management and supervisory bodies  
8
5
8
8
8
8
6
8
2.2.  
1.4. and 1.5.  
2.3.  
2.4.  
2.5.  
2.6.  
21.2.3. Rights, preferences and restrictions attaching to each class of the existing shares  
21.2.4. Action necessary to change the rights of shareholders  
21.2.5. Manner in which annual general meetings of shareholders are called  
including the conditions of admission  
4.4.3. and 4.4.4.  
2.4.  
2
2
2
1.2.6. Provisions of the issuer’s statutes, charter or bylaws that would have the effect  
of delaying, deferring or preventing a change in control of the issuer  
1.2.7. Provisions of the statutes governing the ownership threshold above  
which share ownership must be disclosed  
8
2.7.  
n/a  
1.2.8. Conditions governing changes in the capital that are more stringent than is required by law  
n/a  
22.  
Material contracts  
other than contracts entered into in the ordinary course of business)  
(
n/a  
n/a  
8
n/a  
n/a  
4.  
23.  
24.  
25.  
Third party information and statement by experts and declarations of any interest  
Documents on display  
Information on holdings  
8
9
5.  
7. (note 35)  
5.  
11  
366  
TOTAL. Registration Document 2012  
Registration Document concordance table, for use in identifying the information contained  
in the Annual Financial Report  
The concordance table below is used to identify the information in this Registration Document contained in the Annual Financial Report pursuant to  
Article L. 451-1-2 of the French Financial and Monetary Code and Article 222-3 of the General Regulation of the French Financial Markets Authority.  
Annual Financial Report  
Registration Document 2012  
Relevant chapters Relevant paragraphs  
Annual Financial Statements  
11  
9
3. to 4.  
2. to 7.  
Consolidated Financial Statements  
Management Report (pursuant to the French Financial and Monetary Code)  
Information mentioned in Articles L. 225-100 and L.225-100-2 of the French Commercial Code  
Analysis of profit and loss, changes in business, financial position and debt position  
2
3
4
1
2. to 4.  
1. to 2.  
4.1.  
Use of financial instruments by the company  
Key financial and non-financial performance indicators  
1. and 2.  
1. to 3.  
4.1. to 4.3.  
1. to 4.  
5.  
1
2
3
4
7
8
8
Principal risks and uncertainties facing the company and all of the entities  
taken as a whole included in the consolidation  
Summary table of valid delegations with respect to capital increases  
Information mentioned in Article L. 225-100-3 of the French Commercial Code:  
factors likely to have an impact in the event of a public offering  
Information mentioned in Article L. 225-211 of the French Commercial Code:  
buybacks of its own shares by the Company  
1.3.  
3.3.  
6
3.  
Declaration of persons responsible for the Annual Financial Report  
p i  
Reports of the statutory auditors on the parent company  
financial statements and consolidated financial statements  
9
11  
1.  
2.  
Statutory auditors’ fees  
5
5
4.4.4  
1.  
Report of the Chairman of the Board of Directors  
(Article L. 225-37 of the French Commercial Code)  
Auditors’ Report on the Report of the Chairman of the Board of Directors  
Article L. 225-235 of the French Commercial Code)  
5
2.  
(
Registration Document 2012. TOTAL  
367  
Registration Document concordance table, for use in identifying the information contained  
in the Management Report pursuant to the French Commercial Code  
Board of Directors’ Management Report pursuant  
to the French Commercial Code  
Registration Document 2012  
Relevant chapters Relevant paragraphs  
Position and activities of the Company and Group during the fiscal year  
Analysis of changes in the business, results and financial position  
of the Company and Group  
2
3
2. to 4.  
1. to 2.  
Key financial and non-financial performance indicators  
1
2
3
7
3
1. and 2.  
1. to 3.  
1
Foreseeable change in the position of the Company and Group, outlook  
Significant changes since the end of the fiscal year  
Research and development activities  
4.  
6.  
3.  
Significant acquisitions of shares in or takeovers of companies with registered offices in France  
Amount of dividends distributed in the last 3 fiscal years and amount of distributed income  
Injunctions or penalties for antitrust practices  
n/a  
6
7
n/a  
2.  
5.1.  
Information about payment terms of suppliers or customers of the Company  
Description of the principal risks and uncertainties faced  
by the Company and Group companies  
9
3
4
7
7. (note 23)  
4.1. to 4.3.  
1. to 4.  
5.  
Information about the use of financial instruments by the Company and Group  
Company’s exposure to price, credit, liquidity and cash flow risks  
Social and environmental consequences of activities;  
4
4
12  
4.1.  
4.1.  
1. to 4.  
social commitments to promote sustainable development  
Polluting or high-risk activities (upper threshold in accordance with the Seveso II directive)  
4
2.  
2.  
12  
Terms of office and duties performed in the company as a whole  
by each of the directors during the last fiscal year  
Form of management of the company  
Remuneration and other benefits granted to each of the directors  
Mandatory share holding period applicable to directors  
Summary of transactions in the Company’s stock carried out by the directors  
Information about share capital distribution  
5
1.1.  
5
5
5
5
6
6
8
1.7.1. and 3.1.  
5.  
5.6.2.  
6.3.1.  
4.4.  
3.2. and 4.5.  
1.5.  
TOTAL shares held by Group companies  
Information mentioned in Article L. 225-211 of the French Commercial Code  
relating to buybacks of its own shares by the Company  
Disposals of shares to adjust reciprocal shareholdings  
6
n/a  
5
6
n/a  
3.  
n/a  
6.2.  
4.4.  
n/a  
Statement of employee involvement in the share capital on the last day of the fiscal year  
Translation adjustments and adjustments to terms of issue or exercise of stock options  
or securities granting access to the share capital  
Changes made to the method of presentation of the annual financial statements  
9
7., Introduction  
1
1
4.1.  
n/a  
5.2.  
1.3.  
3.3.  
Observations made by the French Financial Markets Authority on proposed appointments and renewals  
Table of results for each of the last five fiscal years  
n/a  
11  
8
Table and report on delegations with respect to capital increases  
Information mentioned in Article L. 225-100-3 of the French Commercial Code  
relating to factors likely to have an impact in the event of a public offering  
Report of the Chairman of the Board of Directors  
8
5
1.  
L. 225-37 of the French Commercial Code  
368  
TOTAL. Registration Document 2012  
PEFC/10-31-2043  
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(for its environmental performance).  
Cover photography: © Gladieu Stephan/TOTAL  
Design and Production: Agence Marc Praquin  
see you on  
www.total.com  
TOTAL S.A.  
Registered Office:  
2
9
, place Jean Millier - La Défense 6  
2400 Courbevoie - France  
Share capital: 5,914,832,865 euros  
42 051 180 RCS Nanterre  
www.total.com  
Standard: +33 (0)1 47 44 45 46  
Investor Relations: +33 (0)1 47 44 58 53  
North American Investor Relations: +1 (713) 483-5070  
5


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