UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 20-F

 

 

(Mark One)

 

¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20132014

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from            to            

OR

 

¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

Commission file number: 1-10888

 

 

TOTAL S.A.

(Exact Name of Registrant as Specified in Its Charter)

Republic of France

(Jurisdiction of Incorporation or Organization)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

(Address of Principal Executive Offices)

Patrick de La Chevardière

Chief Financial Officer

TOTAL S.A.

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Tel: +33 (0)1 47 44 45 46

Fax: +33 (0)1 47 44 49 44

(Name, Telephone, Email and/or Facsimile numberNumber and Address of Company Contact Person)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

 

 

Title of each class

  

Name of each exchange on which registered

Shares  New York Stock Exchange*
American Depositary Shares  New York Stock Exchange

 

*Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

2,377,678,1602,385,267,525 Shares, par value2.50 each, as of December 31, 20132014

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).**

Yes  ¨    No  ¨

 

**This requirement is not currently applicable to the registrant.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  þ Accelerated filer  ¨ Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ¨ 

International Financial Reporting Standards as issued by the International

Accounting Standards Board  þ

  Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item17  ¨    Item 18   ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

 

 


TABLE OF CONTENTS

 

   Page 

CERTAIN TERMS

   i  

ABBREVIATIONS

   ii  

CONVERSION TABLE

   ii

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

iii  

Item 1.

  

Identity of Directors, Senior Management and Advisers

   1  

Item 2.

  

Offer Statistics and Expected Timetable

   1  

Item 3.

  

Key Information

   1  
  

Selected Financial Data

   1  
  

Exchange Rate Information

   2  
  

Risk Factors

   2  

Item 4.

  

Information on the Company

   9  
  

History and Development

   9  
  

Business Overview

   9  
  

Other Matters

   46  

Item 4A.

  

Unresolved Staff Comments

   7888  

Item 5.

  

Operating and Financial Review and Prospects

   7889  

Item 6.

  

Directors, Senior Management and Employees

   91101  
  

Directors and Senior Management

   91101  
  

Compensation

   99109  
  

Corporate Governance

   118128  
  

Employees and Share Ownership

   128140  

Item 7.

  

Major Shareholders and Related Party Transactions

   132144  

Item 8.

  

Financial Information

   134146  

Item 9.

  

The Offer and Listing

   137150  

Item 10.

  

Additional Information

   138151  

Item 11.

  

Quantitative and Qualitative Disclosures About Market Risk

   151167  

Item 12.

  

Description of Securities Other than Equity Securities

   152167  

Item 13.

  

Defaults, Dividend Arrearages and Delinquencies

   152168  

Item 14.

  

Material Modifications to the Rights of Security Holders and Use of Proceeds

   152168  

Item 15.

  

Controls and Procedures

   152168  

Item 16A.

  

Audit Committee Financial Expert

   153168  

Item 16B.

  

Code of Ethics

   153168  

Item 16C.

  

Principal Accountant Fees and Services

   153169  

Item 16D.

  

Exemptions from the Listing Standards for Audit Committees

   154169  

Item 16E.

  

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

   154170  

Item 16F.

  

Change in Registrant’s Certifying Accountant

   154170  

Item 16G.

 ��

Corporate Governance

   154170  

Item 16H.

  

Mine Safety Disclosure

   157173  

Item 17.

  

Financial Statements

   157173  

Item 18.

  

Financial Statements

   157173  

Item 19.

  

Exhibits

   157173  


Basis of presentation

Financial information included in this Annual Report is presented according to International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS as adopted by the European Union (EU) as of December 31, 2013.2014.

Statements regarding competitive position

Unless otherwise indicated, statements made in “Item 4. Information on the Company” referring to TOTAL’s competitive position are based on the Company’s estimates, and in some cases rely on a range of sources, including investment analysts’ reports, independent market studies and TOTAL’s internal assessments of market share based on publicly available information about the financial results and performance of market participants.

Additional information

This Annual Report on Form 20-F reports information primarily regarding TOTAL’s business, operations and financial information relating to the fiscal year ended December 31, 2013.2014. For more recent updates regarding TOTAL, you may inspect any reports, statements or other information TOTAL files with the United States Securities and Exchange Commission (“SEC”). All of TOTAL’s SEC filings made after December 31, 2001, are available to the public at the SEC website at http://www.sec.gov and from certain commercial document retrieval services. See also “Item 10. Additional Information10 — 7. Documents on Display”.

No material on the TOTAL website forms any part of this Annual Report on Form 20-F. References in this document to documents on the TOTAL website are included as an aid to their location and are not incorporated by reference into this document.

Certain terms

Unless the context indicates otherwise, the following terms have the meanings shown below:

 

“acreage”

The area, expressed in acres, over which TOTAL has interests in exploration or production.

 

“ADRs”

American Depositary Receipts evidencing ADSs.

 

“ADSs”

American Depositary Shares representing the shares of TOTAL S.A.

 

“association”/“consortium”/“joint venture”

Terms used to generally describe a project in which two or more entities participate. For the principles and methods of consolidation applicable to different types of joint arrangements according to IFRS, refer to Note 1 to the Consolidated Financial Statements.

 

“barrels”

Barrels of crude oil, condensates, NGL or bitumen.

 

“Company”

TOTAL S.A.

 

“condensates”

Condensates are a mixture of hydrocarbons that exist in a gaseous phase at original reservoir temperature and pressure, but that, when produced, exist in a liquid phase at surface temperature and pressure. Condensates are sometimes referred to as C5+.

 

“crude oil”

Crude oil is a mixture of compounds (mainly pentanes and heavier hydrocarbons) that exists in a liquid phase at original reservoir temperature and pressure and remains liquid at atmospheric pressure and ambient temperature. “Crude oil” or “oil” are sometimes used as generic terms to designate crude oil plus condensates plus NGL.

 

“Depositary”

TheJP Morgan Chase Bank, of New York Mellon.N.A.

 

“Depositary Agreement”

The depositary agreement pursuant to which ADSs are issued, a copy of which is attached as Exhibit 1(a) to the registration statement on Form F-6 (Reg. No. 333-172005)333-199737) filed with the SEC on February 1, 2011.October 31, 2014.

“ERMI”

The ERMI (European Refining Margin Indicator) is a Group indicator intended to represent the refining margin after variable costs for a theoretical complex refinery located around Rotterdam in Northern Europe that processes a mix of crude oil and other inputs commonly supplied to this region to produce and market the main refined products at prevailing prices in the region.

 

“Group”

TOTAL S.A. and its subsidiaries and affiliates. The terms TOTAL and Group are used interchangeably.

 

“hydrocracker”

A refinery unit which uses a catalyst and extraordinarily high pressure, in the presence of surplus hydrogen, to shorten molecules.

 

“liquids”

Liquids consist of crude oil, bitumen, condensates and NGL.

 

“LNG”

Liquefied natural gas.

 

“LPG”

Liquefied petroleum gas is a mixture of hydrocarbons, the principal components of which are propane and butane, in a gaseous state at atmospheric pressure, but which is liquefied under moderate pressure and ambient temperature. LPG is included in NGL.

 

“NGL”

Natural gas liquids (NGL) are a mixture of light hydrocarbons that exist in the gaseous phase at atmospheric pressure and are recovered as liquids in gas processing plants; NGL include very light hydrocarbons (ethane, propane and butane).

 

“oil and gas”

Generic term which includes all hydrocarbons (e.g.e.g., crude oil, condensates, NGL, bitumen and natural gas).

 

2014 Form 20-F TOTAL S.A.i


“project”

As used in this report, “project” may encompass different meanings, such as properties, agreements, investments, developments, phases, activities or components,

2013 Form 20-F TOTAL S.A.i


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.

 

“proved reserves”

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience 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. The full definition of “proved reserves” that we are required to follow in presenting such information in our financial results and elsewhere in reports we file with the SEC is found in Rule 4-10 of Regulation S-X under the U.S. Securities Act of 1933, as amended (including as amended by the SEC “Modernization of Oil and Gas Reporting” Release No. 33-8995 of December 31, 2008) (“Rule 4-10”).

 

“proved developed reserves”

Proved developed oil and gas reserves are proved reserves that can be expected to be recovered (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. The full definition of “developed reserves” that we are required to follow in presenting such information in our financial results and elsewhere in reports we file with the SEC is found in Rule 4-10 of Regulation S-X under the U.S. Securities Act of 1933, as amended (including as amended by the SEC “Modernization of Oil and Gas Reporting” Release No. 33-8995 of December 31, 2008).4-10.

 

“proved undeveloped reserves”

Proved undeveloped oil and gas reserves are proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. The full definition of “undeveloped reserves” that we are required to follow in presenting such information in our financial results and elsewhere in reports we file with the SEC is found in Rule 4-10 of Regulation S-X under the U.S. Securities Act of 1933, as amended (including as amended by the SEC “Modernization of Oil and Gas Reporting” Release No. 33-8995 of December 31, 2008).4-10.

 

“steam cracker”

A petrochemical plant that turns naphtha and light hydrocarbons into ethylene, propylene, and other chemical raw materials.

 

“TOTAL”

TOTAL S.A. and its subsidiaries and affiliates. We use such term interchangeably with the term Group. When we refer to the parent holding company alone, we use the term TOTAL S.A. or the Company.

 

“trains”

Facilities for converting, liquefying, storing and off-loading natural gas.

 

ERMI”

ERMI is an indicator intended to represent the refining margin after variable costs for a theoretical complex refinery located around Rotterdam in Northern Europe that processes a mix of crude oil and other inputs commonly supplied to this region to produce and market the main refined products at prevailing prices in the region.

turnarounds”

Temporary shutdowns of facilities for maintenance, overhaul and upgrading.

Abbreviations

 

b

 = barrel kboe thousand

cf

cubic feetMmillion

boe

barrel of oil equivalent Bcf billion= cubic feetGWh= gigawatt-hour

t

 = metric ton Wwatt

m3

 = cubic meter GWhBtu gigawatt-hour= British thermal unitTWh= terawatt-hour

/d

 = per day TWh/y terawatt-hour

/y

= per year
 per yeark= thousand Wp = watt peak

M

= millionB= billionW= watt  BtuBritish thermal unit

iiTOTAL S.A. Form 20-F 2013


Conversion table

 

1 acre

  = 0.405 hectares  

1 b

  = 42 U.S. gallons  

1 boe

  = 1 b of crude oil  = 5,4035,400 cf of gas in 2014(1) (5,403 cf in 2013(a)
= and 5,434 cf of gas in 2012
= 5,447 cf of gas in 2011
2012)

1 b/d of crude oil

  = approximately 50 t/y of crude oil  

1 Bm3/y

  = approximately 0.1 Bcf/d  

1 m3

  = 35.3147 cf  

1 kilometer

  = approximately 0.62 miles  

1 ton

  = 1 t  = 1,000 kilograms (approximately 2,205 pounds)

1 ton of oil

  = 1 t of oil  = approximately 7.5 b of oil (assuming a specific gravity of 37° API)

1 Mt of LNG

  = approximately 48 Mcf of gas  

1 Mt/y LNG

  = approximately 131 Mcf/d  

 

(a)(1) 

Natural gas is converted to barrels of oil equivalent using a ratio of cubic feet of natural gas per one barrel. This ratio is based on the actual average equivalent energy content of TOTAL’s natural gas reserves during the applicable periods, and is subject to change. The tabular conversion rate is applicable to TOTAL’s natural gas reserves on a group-wide basis.

 

2013iiTOTAL S.A. Form 20-F TOTAL S.A.iii2014


Cautionary statement concerning forward-looking statements

TOTAL has made certain forward-looking statements in this document and in the documents referred to in, or incorporated by reference into, this Annual Report. Such statements are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the management of TOTAL and on the information currently available to such management. Forward-looking statements include information concerning forecasts, projections, anticipated synergies, and other information concerning possible or assumed future results of TOTAL, and may be preceded by, followed by, or otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “plans”, “targets”, “estimates” or similar expressions.

Forward-looking statements are not assurances of results or values. They involve risks, uncertainties and assumptions. TOTAL’s future results and share value may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond TOTAL’s ability to control or predict. Except for its ongoing obligations to disclose material information as required by applicable securities laws, TOTAL does not have any intention or obligation to update forward-looking statements after the distribution of this document, even if new information, future events or other circumstances have made them incorrect or misleading.

You should understand that various factors, certain of which are discussed elsewhere in this document and in the documents referred to in, or incorporated by reference into, this document, could affect the future results of TOTAL and could cause results to differ materially from those expressed in such forward-looking statements, including:

 

material adverse changes in general economic conditions or in the markets served by TOTAL, including changes in the prices of oil, natural gas, refined products, petrochemical products and other chemicals;

changes in currency exchange rates and currency devaluations;

the success and the economic efficiency of oil and natural gas exploration, development and production programs, including, without limitation, those that are not controlled and/or operated by TOTAL;

uncertainties about estimates of changes in proven and potential reserves and the capabilities of production facilities;

uncertainties about the ability to control unit costs in exploration, production, refining and marketing (including refining margins) and chemicals;

changes in the current capital expenditure plans of TOTAL;

the ability of TOTAL to realize anticipated cost savings, synergies and operating efficiencies;

the financial resources of competitors;

changes in laws and regulations, including tax and environmental laws and industrial safety regulations;

the quality of future opportunities that may be presented to or pursued by TOTAL;

the ability to generate cash flow or obtain financing to fund growth and the cost of such financing and liquidity conditions in the capital markets generally;

the ability to obtain governmental or regulatory approvals;

the ability to respond to challenges in international markets, including political or economic conditions (including national and international armed conflict) and trade and regulatory matters (including actual or proposed sanctions on companies that conduct business in certain countries);

the ability to complete and integrate appropriate acquisitions, strategic alliances and joint ventures;

changes in the political environment that adversely affect exploration, production licenses and contractual rights or impose minimum drilling obligations, price controls, nationalization or expropriation, and regulation of refining and marketing, chemicals and power generating activities;

the possibility that other unpredictable events such as labor disputes or industrial accidents will adversely affect the business of TOTAL; and

the risk that TOTAL will inadequately hedge the price of crude oil or finished products.

For additional factors, you should read the information set forth under “Item 3.3 — C. Risk Factors”, “Item 4. Information on the Company4 C. Other Matters”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.

 

iv2014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013iii


Items 1 - 3

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

 

 

A. SELECTED FINANCIAL DATA

 

 

The following table presents selected consolidated financial data for TOTAL on the basis of IFRS as issued by the IASB and IFRS as adopted by the EU for the years ended December 31, 2014, 2013, 2012, 2011 and 2010. Effective January 1, 2014, TOTAL changed the presentation currency of the Group’s Consolidated Financial Statements from the Euro to the US Dollar. Comparative 2013, 2012, 2011 and 2010 and 2009.information in the table below has been restated. For more information, see the Introduction to the Consolidated Financial Statements. Following the retrospective application of revisedthe accounting standard IAS 19interpretation IFRIC 21 effective January 1, 2013,2014, the information for 2012, 2011, 20102013 and 20092012 has been restated; however, the impact on such restated results is not significant (for further information concerning this restatement, see the introduction to the Notes to the Consolidated Financial Statements included elsewhere herein). Ernst & Young Audit and KPMG S.A., independent registered public accounting firms and the Company’s auditors, audited the historical consolidated financial statements of TOTAL for these periods from which the financial data presented below for such periods are derived, except for the application of the revised accounting standard IAS 19 for the year 2010 and for the application of IFRIC 21 and change of presentation currency for the years ended 20092010 and 2010.2011. All such data should be read in conjunction with the Consolidated Financial Statements and the Notes thereto included elsewhere herein.

SELECTED CONSOLIDATED FINANCIAL DATA

 

(M, except share and per share data)(a)  2013 2012   2011   2010   2009 
(M$, except share and per share data)(a)  2014 2013   2012   2011   2010 

INCOME STATEMENT DATA

                  

Revenues from sales

   171,655    182,299     166,550     140,476     112,153     212,018    227,969     234,216     231,830     186,232  

Net income, Group share

   8,440    10,609     12,309     10,597     8,400     4,244    11,228     13,648     17,400     14,740  

Earnings per share

   3.73    4.70     5.48     4.74     3.77     1.87    4.96     6.05     7.74     6.60  

Fully diluted earnings per share

   3.72    4.68     5.45     4.72     3.75     1.86    4.94     6.02     7.71     6.57  

CASH FLOW STATEMENT DATA

                  

Cash flow from operating activities

   21,473    22,462     19,536     18,493     12,360     25,608    28,513     28,858     27,193     24,516  

Total expenditures

   25,922    22,943     24,541     16,273     13,349     30,509    34,431     29,475     34,161     21,574  

BALANCE SHEET DATA

                  

Total assets

   173,491    171,224     163,705     143,441     127,476     229,798    239,223     225,886     211,793     191,641  

Non-current financial debt

   25,069    22,274     22,557     20,783     19,437     45,481    34,574     29,392     29,186     27,770  

Non-controlling interests

   2,281    1,280     1,352     857     987     3,201    3,138     1,689     1,749     1,144  

Shareholders’ equity — Group share

   72,629    71,185     66,945     59,648     51,860     90,330    100,241     93,969     86,667     79,748  

Common shares

   5,944    5,915     5,909     5,874     5,871     7,518    7,493     7,454     7,447     7,398  

DIVIDENDS

                  

Dividend per share (euros)

   2.38(b)   2.34     2.28     2.28     2.28     2.44(b)   2.38     2.34     2.28     2.28  

Dividend per share (dollars)

   $3.16(b)(c)   $3.05     $2.97     $3.15     $3.08     $3.00(b)(c)   $3.24     $3.05     $2.97     $3.15  

COMMON SHARES(d)

                  

Average number outstanding of common shares2.50 par value (shares undiluted)

   2,264,349,795    2,255,801,563     2,247,479,529     2,234,829,043     2,230,599,211     2,272,859,512    2,264,349,795     2,255,801,563     2,247,479,529     2,234,829,043  

Average number outstanding of common shares2.50 par value (shares diluted)

   2,271,543,658    2,266,635,745     2,256,951,403     2,244,494,576     2,237,292,199     2,281,004,151    2,271,543,658     2,266,635,745     2,256,951,403     2,244,494,576  

 

(a) 

Following the retrospective application of revisedthe accounting standard IAS 19interpretation IFRIC 21 effective January 1, 2013,2014, the information for 2012, 2011, 2010 and 20092013 has been restated; however, the impact on such restated results is not significant (for further information concerning this restatement, see the introduction to the Notes to the Consolidated Financial Statements included elsewhere herein).

(b) 

Subject to approval by the shareholders’ meeting on May 16, 2014.29, 2015.

(c) 

Estimated dividend in dollars includes the first quarterly interim ADR dividend of $0.80$0.77 paid in October 20132014 and the second quarterly interim ADR dividend of $0.81$0.75 paid in January 2014,2015, as well as the third quarterly interim ADR dividend of0.59 $0.74 payable in March 2014 (ADR-related payment in April 2014)2015 and the proposed final interim ADR dividend of0.61 $0.74 payable in June 2014 (ADR-related payment in June 2014),July 2015, both converted at a rate of $1.30/$1.21/.

(d) 

The number of common shares shown has been used to calculate per share amounts.

 

20132014 Form 20-F TOTAL S.A. 1


Item 3

 

 

B. EXCHANGE RATE INFORMATION

 

 

 

For information regarding the effects of currency fluctuations on TOTAL’s results, see “Item 5. Operating and Financial Review and Prospects”.

Most currency amounts in this Annual Report on Form 20-F are expressed in U.S. dollars (“dollars” or “$”) or in euros (“euros” or “”) or in U.S. dollars (“dollars” or “$”). For the convenience of the reader, this Annual Report on Form 20-F presents certain translations into dollars of certain euro amounts.amounts ($1.30/1.00).

The following table sets out the average dollar/euro exchange rates expressed in dollars per1.00 for the years indicated, based on an average of the daily European Central Bank (“ECB”) reference exchange rate.(1) Such rates are used by TOTAL in preparation of its Consolidated Statement of Income and Consolidated Statement of Cash Flow in its Consolidated Financial Statements. No representation is made that the euro could have been converted into dollars at the rates shown or at any other rates for such periods or at such dates.

DOLLAR/EURO EXCHANGE RATES

 

Year

  Average Rate   Average Rate 

2009

   1.3948  

2010

   1.3257     1.3257  

2011

   1.3920     1.3920  

2012

   1.2848     1.2848  

2013

   1.3281     1.3281  

2014

   1.3285  

The table below shows the high and low dollar/euro exchange rates for the four months ended December 31, 2013,2014, and for the first months of 2014,2015, based on the daily ECB reference exchange rates published during the relevant month expressed in dollars per1.00.

DOLLAR/EURO EXCHANGE RATES

 

Period

  High   Low 

September 2013

   1.3545     1.3117  

October 2013

   1.3805     1.3493  

November 2013

   1.3611     1.3365  

December 2013

   1.3814     1.3536  

January 2014

   1.3687     1.3516  

February 2014

   1.3813     1.3495  

March 2014(a)

   1.3942     1.3732  

Period

  High   Low 

September 2014

   1.3151     1.2583  

October 2014

   1.2823     1.2524  

November 2014

   1.2539     1.2393  

December 2014

   1.2537     1.2141  

January 2015

   1.2043     1.1198  

February 2015

   1.1447     1.1240  

March 2015(a)

   1.1227     1.0557  

 

(a) 

Through March 25, 2014.24, 2015.

The ECB reference exchange rate on March 25, 2014,24, 2015 for the dollar against the euro was $1.3789/$1.0950/.

 

 

 

C. RISK FACTORS

 

 

 

The Group and its businesses are subject to various risks relating to changing competitive, economic, political, legal, social, industry, business and financial conditions. These conditions, along with TOTAL’s approaches to managing certain of these risks, are described below and discussed in greater detail elsewhere in this Annual Report, particularly under the headings “Item 4. Information on the Company4 C. Other Matters”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.

OurThe operating results and future rate of growth of the Group are exposed to the effects of changing commodity prices.

Prices for oil and natural gas historically have fluctuatedmay fluctuate widely due to many factors over which TOTAL has no control. These factors include:

 

variations in global and regional supply and demand;demand of energy;

global and regional economic and political developments in resource-producing regions, particularly in the Middle East, Africa and South America;

the ability of the Organization of the Petroleum Exporting Countries (OPEC) and other producing nations to influence global production levels and prices;

prices of unconventional energies as well as evolving approaches for developing oil sands and shale oil, which may affect the Group’s realized prices, notably under its long-term gas sales contracts and asset valuations, notablyparticularly 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

adverse weather conditions (such as hurricanes) that can disrupt supplies or interrupt operations of the Group’s facilities.

Substantial or extended declines in oil and natural gas prices would significantly and adversely affect TOTAL’s results of operations by reducing its profits. The year 2014 was marked by a sharp oil price decline in the second half, which continued in early 2015. For more detailed information on this oil price decline and its impact on the Group’s 2014 results, financial position and outlook, refer to “Item 5. Operating and Financial Review and Prospects”. For the year 2014, we estimate2015, according to the scenarios retained, TOTAL estimates that a decrease of $1.00$10 per barrel in the average annual price of Brent crude would have the effect of reducing ourits annual adjusted net operating incomecash flow from the Upstream segmentoperations by approximately0.12 $2 billion, (calculated with a base case exchange rate of $1.30 per1.00 and a Brentvice versa (Brent price of $100$60 per barrel). 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 propertiesassets and oil and natural gas reserves. Such review would reflect the Company’s view based on estimates, 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

(1)

For the period 2010 — 2014, the averages of the ECB reference exchange rates expressed in dollars per1.00 on the last business day of each month during the relevant year are as follows: 2010 — 1.32; 2011 — 1.40; 2012 —1.29; 2013 —1.33; and 2014 — 1.32.

2TOTAL S.A. Form 20-F 2014


Item 3 - C. Risk Factors

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

(1)

For the period 2009 — 2013, the averages of the ECB reference exchange rates expressed in dollars per1.00 on the last business day of each month during the relevant year are as follows: 2009 — 1.40; 2010 — 1.32; 2011 — 1.40; 2012 —1.29; and 2013 —1.33.

2TOTAL S.A. Form 20-F 2013


Item 3 - Risk Factors

projects. If TOTAL is unable to follow through with investment projects, the Group’s opportunities for future revenue and profitability growth would be reduced, which could materially impact the Group’s financial condition.

However,Conversely, in a high oil and gas price environment, the Group can experience significant increases in cost and fiscalgovernment take, and, under some production-sharing contracts, the Group’s entitlement to reservesproduction rights could be reduced. Higher prices can also reduce demand for the Group’s products.

The Group’s earnings from its Refining & Chemicals and Marketing & Services segments are primarily dependent upon the supply and demand for refined products and the associated margins on refined product sales, with the impact of changes in oil and gas prices on earnings on these segments being dependent upon the speed at which the prices of refined products adjust to reflect movements in oil and gas prices. For the year 2015, according to the scenarios retained, TOTAL estimates that a decrease in the Group’s European Refining Margin Indicator (“ERMI”) of $1.00 per ton would decrease its annual cash flow from operations by approximately $0.07 billion, and vice versa.

OurThe Group’s long-term profitability depends on cost effective discovery, acquisition and development of new reserves; if we arethe Group is unsuccessful, ourits results of operations and financial condition would be materially and adversely affected.

A significant portion of the Group’s revenues and the majority of its operating incomeresults are derived from the sale of oil and gas that the Group extracts from underground reserves developed as part of its Upstream business.Exploration & Production activities. The development of oil and gas fields, the construction of facilities and the drilling of production or injection wells is capital intensive and requires advanced technology and moreover, duetechnology. Due to constantly changing market conditions and difficult environmental challenges, cost projections arecan be uncertain. In order for thisthe Upstream businesssegment to continue to be profitable, the Group needs to replace its 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 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;

the inability of service companies to deliver on contracted services;

the inability of the Group’s partners to execute or finance projects in which the Group holds an interest;

equipment failures, fires, blow-outs or accidents;

the Group’s inability to develop or deployimplement new technologies that permitenable 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;

regulations that may give a competitive advantage to companies not subject to such regulations;

shortages or delays in the availability or delivery of appropriate equipment;

industrial action;

competition from publicly held and state-run oil and gas companies for the acquisition and development of assets and licenses as well as from other major international oil companies (see(see “Item 4.4 — C. Other Matters — 5. Competition”);

increased taxes and royalties, including retroactive claims; and

problems with legal title.disputes related to property titles.

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 or acquired 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 develop new reserves cost-effectively on an ongoing basis, the Group’s results of operations, including profits, and the Group’s financial condition, would be materially and adversely affected.

OurThe 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, ourthe Group’s results of operations and financial condition would be negatively impacted.

The Group’s proved reserves figures of the Group are estimates reflecting applicable reporting regulations. Proved reserves are those reserves which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically produciblerecoverable — 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:

 

a decline in the price of oil or gas, making reserves no longer economically viable to exploit and therefore not classifiable as proved;

an increase in the price of oil or gas, which may reduce the reserves to which the Group areis entitled under production sharing and risked service contracts and other contractual terms;

changes in tax rules and other government regulations that make reserves no longer economically viable to exploit; and

the actual production performance of the Group’s reservoirs.

2014 Form 20-F TOTAL S.A.3


Item 3 - C. Risk Factors

The Group’s proved reserves based on SEC rules were 11,523 Mboe at December 31, 2014, based on the average monthly Brent price of $101.3/b. If the Brent price were to continue to remain low in 2015 compared to 2014, proved reserves at year-end 2015 could decline.

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.

2013 Form 20-F TOTAL S.A.3


Item 3 - Risk Factors

OurThe Group’s production growth depends on the delivery of ourits major development projects.

The Group’s targeted production growth relies heavily on the successful execution of its major development projects whichthat are increasingly complex and capital-intensive. These major projects are subject to a number of challenges, including:

 

negotiations with partners, governments, suppliers, customers and others;

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;

unforeseen technical difficulties that could delay project startup or cause unscheduled project downtime;

the actual performance of the reservoir and natural field decline; and

timely issuance or renewal of permits and licenses by government agencies.

Poor delivery of any major project that underpins production or production growth could adversely affect the Group’s financial performance. In addition, many of TOTAL’s projects under developments are larger and more complex than past major projects, which increases the potential execution risk.

Many of ourthe Group’s projects are conducted by equity affiliates. This may reduce ourthe Group’s degree of control, as well as ourits ability to identify and manage risks.

A significant and growing number of the Group’s projects are conducted by equity affiliates. In cases where athe Group’s company in which the Group holds an interest is not the operator, itsuch company may have limited influence over, and control of, the behavior, performance and costs of the partnership, its ability to manage risks may be limited and it may, nevertheless, be pursuedprosecuted by regulators or claimants in the event of an incident. Additionally, the partners of the Group may not be able to meet their financial or other obligations to the projects, which may threaten the viability of a given project, and theyproject. These partners may also not have the financial capacity to fully indemnify the Group in the event of an incident.

For additional information concerning equity affiliates, refer to Note 12 (“Equity affiliates: investments and loans”) to the Consolidated Financial Statements.

We haveTOTAL has significant production and reserves located in politically, economically and socially unstable areas, where the likelihood of material disruption of ourthe Group’s operations is relatively high.

A significant portion of TOTAL’s oil and gas production and reserves is located in countries outside of the Organisation for EconomicCo-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, social unrest, and actions of terrorist groups.groups

and the application of international economic sanctions. 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 addition, uncertainties surrounding enforcement of contractual rights in these regions may adversely impact the Group’s results.production or revisions to reserves estimates. In Africa, which represented 29%31% of the Group’s 20132014 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, which has been the main contributing country to the Group’s production of hydrocarbons since 2012, and Libya. The Middle East, which represented 23%18% of the Group’s 20132014 combined liquids and gas production, has recentlyin recent years suffered increased political volatility in connection with violent conflict and social unrest, including Syria, where European Union (EU) and U.S. economic sanctions have prohibited TOTAL from producing oil

and gas since 2011, and Yemen. In South America, which represented 7% of the Group’s 20132014 combined liquids and gas production, certain of the countries in which TOTAL has production have recently suffered from some of the above-mentioned conditions, including Argentina and Venezuela. In Russia, where, as of December 31, 2014, the Group held 19% of its proved reserves, members of the international community have, since July 2014, adopted economic sanctions against certain Russian persons and entities, including various entities operating in the financial, energy and defense sectors, in response to the situation in Ukraine (for additional information, refer to “—Restrictions against Russia”, below). 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 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.

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.

Our operations throughout emerging countriesTOTAL’s activities are subject to intervention by the governmentsgovernment of thesehost countries, which could have an adverse effect on ourthe Group’s results of operations.

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 activityactivities in such countries isare 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 the Group’s business operations, which is a trend TOTAL expects to continue.

Potential increasing intervention by governments in such countries can take a wide variety of forms, including:

 

the award or denial of exploration and production interests;

the imposition of specific drilling obligations;

price and/or production quota controls and export limits;

4TOTAL S.A. Form 20-F 2014


Item 3 - C. Risk Factors

nationalization or expropriation of assets;

unilateral cancellation or modification of license or contract rights;

increases in taxes and royalties, including retroactive claims;

the renegotiation of contracts;

the imposition of increased local content requirements;

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, including exploration, could cause the Group to incur material costs or cause the Group’s production or value of the Group’s assets to decrease, potentially having a material adverse effect on its results of operations, including profits.

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.

4TOTAL S.A. Form 20-F 2013


Item 3 - Risk Factors

Ethical misconduct or breaches of applicable laws by our employees of the Group could expose usTOTAL to criminal and civil penalties and be damaging to ourTOTAL’s reputation and shareholder value.

The Group’s Code of Conduct, of the Group, which applies to all of its employees, defines the Group’s commitment to business integrity, compliance with all applicable legal requirements and high ethical standards andstandards. The Code also defines the behaviorsbehavior and actions the Group expectsexpected of the businesses and people of the Group wherever it operates(foradditional information on the Group’s Code of Conduct, see “Item 4. Other Matters — Fair operating practices”).operates. Ethical misconduct or non-compliance with applicable laws and regulations, including non-compliance with anti-bribery and anticorruptionanti-corruption laws, by TOTAL, its partners, agents or others that act 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, ethical misconduct or non-compliance with applicable lawlaws may lead the competent authorities to impose other measures, such as the appointment of an independent monitor in charge of reviewing the Group’s compliance and internal control procedures and, if need be, recommending improvements of such procedures. Regarding this point, refer to “Item 8. Legal or arbitration proceedings — Iran” forFor an overview of the settlements between TOTAL, the SEC and the Department of Justice (DoJ) providing for the appointment of an independent monitor, who was appointed in late 2013.refer to “Item 4 — C. Other Matters — 7.3.7.1. Preventing corruption” and “Item 8 — 4. Legal or arbitration proceedings — 4. Iran”.

We areTOTAL is exposed to risks related to the safety and security of ourits operations.

TOTAL engages in a broad scoperange of industrial activities, which include,including, in particular, drilling, oil and gas production, processing, transportation, refining and petrochemical activities, storage and distribution of petroleum products, specialty chemicals and solar energy. These activities involve a wide range of operational risks, such as 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, 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, rail, road and pipelines), the volumes involved and the sensitivity of the regions through which the transport passes (quality of infrastructure, population density, environmental considerations). MostMoreover, most of the Group’s activities will also eventually require environmental site remediation, closure and decommissioning after production isoperations are discontinued.

The industrial events that could have the most significant impact are primarily:

a major industrial accident (fire, explosion, leakage of highly toxic products); and

large-scale accidental pollution or pollution at a particularly sensitive site.

Each of the described risks corresponds to events that could potentially cause death, harm human health, cause death, damage property, disrupt business activities or cause environmental damage. The 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.

Acts of terrorism against the Group’s plants and sites, pipelines, transportation and computer systems could also severely disrupt business and operationsactivities and could cause harm to people, the environment and property.

Like most industrial groups, TOTAL is impactedaffected 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, 2013,2014, 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.

Certain segments or activities of the Group face specific additional risks.

TOTAL’s Upstream segment activities face,faces, notably, risks related to the physical characteristics of oil orand 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.

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 (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 (such as greenhouse gas emissions), and from material and waste disposal (recycling, regeneration or other process,processes, or waste elimination).

2014 Form 20-F TOTAL S.A.5


Item 3 - C. Risk Factors

Contracts signed by the Group’s entities may provide for indemnification obligations either by TOTAL in favor of the contractor or third parties or by the contractor or third parties in favor of TOTAL if, for example, an event occurs leading to death, personal injury or property or environmental damage.

With respect to joint ventures in which an entity of the Group has an interest and the assets of which are operated by such Group entity under an operating agreement between the joint venture and such entity, contractual terms generally provide that the operator assumes full liability for damages 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 a third party, contractual terms generally provide that the operator assumes full liability for damages caused by its gross negligence or willful misconduct.

In the absence of the operator’s gross negligence or willful misconduct, other liabilities are generally borne by the joint venture and the cost thereof is assumed by the partners of the joint venture in proportion to their respective ownership interests.

2013 Form 20-F TOTAL S.A.5


Item 3 - Risk Factors

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 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 and loss of customers, which could negatively impact the Group’s results of operations, financial position and reputation.

Crisis management systems are necessary to respond effectively to emergencies, and to avoid potential disruptions in ourTOTAL’s business and operations.operations, and minimize impacts on third parties and the environment.

TOTAL has crisis management plans in place to deal with emergencies. However, these plans cannot exclude the risk that the Group’s business and operations may be severely disrupted in a crisis situation or ensure the absence of impacts on third parties or the environment. TOTAL also has implemented business continuity plans in order to continue or resume operations following a shutdown or incident. An inability to restore or replace critical capacity in a timely manner could prolong the impact of any disruption and could have a material adverse effect on the Group’s business and operations. For more information on the Group’s crisis management systems, see“Item 4.see “Item 4 — C. Other Matters — 1. Management and monitoring of industrial and environmental risks”.

While ourthe Group’s insurance coverage is in line with industry practice, we areTOTAL is not insured against all possible risks.

The Group maintains insurance to protect itself against the risk of damage to Group property and/or business interruption to the Group’s main refining and petrochemical sites. In addition, the Group also maintains worldwide third-party liability insurance coverage for all of its subsidiaries. The Group’s insurance and risk management policies are described under “Item 4.4 — C. Other Matters — 2. Insurance and risk management”. TOTAL believes that its insurance coverage is in line with industry practice and sufficient to cover normal risks in its operations. However, the Group is 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 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.

We areTOTAL is subject to stringent environmental, health and safety laws in numerous countries and may incur material costs to comply with these laws and regulations.

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 its officers, as well as damage to the Group’s reputation.

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 natural habitats.the 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 measures taken to address climate change;

remedial measures related to environmental contamination or accidents at various sites, including those owned by third parties;

indemnification of individuals or entities claiming damages caused by accidents or by the Group’s activities;

increased production costs and costs related to changes in product specifications; and

costs related to the decommissioning of drilling platforms and other facilities.

Such expenditures incurred could have a material effect on the results of operations of the Group and its financial position, if the Group’s reserves prove inadequate.position.

Furthermore, in countries where the Group operates or plans to operate, the introduction of new laws and regulations, stricter enforcement or newsnew 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 complementary pollution control equipment;

implementing additional safety measures; and

performing site clean-ups.

As a further result of, notably, the introduction of any new laws and regulations, 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 have a material adverse impact on its results of 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”obligations” and “Provisions for environmental contingencies” sections of the Group’s Consolidated Balance Sheet (see Note 19 to the Consolidated Financial Statements). Future expenditures related to asset retirement obligations are accounted for in

6TOTAL S.A. Form 20-F 2014


Item 3 - C. Risk Factors

accordance with the accounting principles described in Note 1Q to the Consolidated Financial Statements.

Laws and regulations related to climate change and its physical effects may adversely affect our businesses.the Group’s business.

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.

More of TOTAL’s future production could come from unconventional sources in order to help meet the world’s growing demand for energy. Since the energy intensity of oil and gas production from unconventional sources can be higher than that of production from conventional sources, the CO2 emissions produced by the Group’s activities may increase. Therefore, TOTAL may need to incur additional costs related to certain projects.For information concerning the regulation of CO2 emission allowances in Europe, see “Item 4.4 — C. Other Matters —

6TOTAL S.A. Form 20-F 2013


Item 3 - Risk Factors

Management and monitoring of industrial and environmental risks — Health, safety and environmental regulations — 3.3.1. European Union — CO2 emission allowances”.

Finally, TOTAL’s businesses operate 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.

We faceTOTAL faces foreign exchange risks that could adversely affect ourits results of operations.

The Group faces foreign exchange risks because a large percentage of its revenues and cash receipts are denominated in dollars, the international currency of petroleum sales, while a significant portion of its operating expenses and income taxes accrue in euros and other currencies. Movements between the dollar and euro or other currencies may adversely affect the Group’s business by negatively impacting its booked revenues and income, and may also result in significant translation adjustments that impact its shareholders’ equity.equity as the Group’s financial statements are presented in dollars.

We areThe Group is exposed to trading risks that could adversely affect ourits business.

TOTAL’s trading business is particularly sensitive to market risk and more specifically to price risk as a consequence of the volatility of oil prices, to liquidity risk (inability to buy or sell oil cargoes at quoted prices) and to performance risk (counterparty does not fulfill its contractual obligations). The Group uses various instruments such as futures, forwards, swaps and options on organized markets or over-the-counter markets to hedge against fluctuations in the price of crude oil, refined products, natural gas, power, coal, emissions and freight-rates. Although TOTAL believes it has established appropriate risk management procedures, large market fluctuations may adversely affect the Group’s business and results of operations and make it more difficult to optimize revenues from the Group’s oil and gas production and to obtain favorable pricing to supply the Group’s refineries.

Disruption of ourthe Group’s critical IT services or breaches of information security could adversely affect ourits operations.

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 Group’s business operations and assets of the Group could sustain serious damage, material intellectual property could be divulged and, in some cases, personal injury, environmental harm and regulatory violations could occur, potentially having a material adverse effect on the Group’s results of operations, including profits.

TOTAL’s IT 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.

We haveTOTAL has activities in certain countries that are targeted by economic sanctions under relevant U.S. and EU laws, and if ourthe Group’s activities are not conducted in accordance with the relevant conditions, weTOTAL could be sanctioned or otherwise penalized.

Various members of the international community have targeted certain countries, including Cuba, Iran, Sudan, Syria and Russia, with economic sanctions and other restrictive measures. This section focuses on certain U.S. and European restrictions relevant to the Group. For certain disclosure concerning the Group’s limited activities or presence in certain targeted countries, refer to “Item 4 — C. Other Matters — 8. Cuba, Iran and Syria”.

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. Since mid-2014, both the United States and the EU have adopted economic sanctions against various persons and entities in Russia in response to the situation in Ukraine. A violation by the Group of theseapplicable laws or regulations could result in criminal and material financial penalties.

The U.S. Treasury Department’s Office of Foreign Assets Control (referred to as “OFAC”) administers and enforces economic sanctions programs against the countries identified as state sponsors of terrorism, as well as other targeted 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 details of each particular sanctions program. Civil and criminal penalties, including being prohibited from transactingwhich are imposed on a per transaction basis for apparent violations, can be substantial. These OFAC sanctions apply to U.S. persons, activities taking place in the United States, and activities that are otherwise subject to U.S. dollars. The Group currently has limited marketing and tradingjurisdiction.

TOTAL continues to closely monitor the possible impacts on all of its activities of the different economic sanctions regimes. TOTAL does not believe that its activities in Cubatargeted countries are in violation of applicable international economic sanctions administered by the United States, the European Union and a limited presence in Iran and Syria(for moreinformation, see “Item 4. Other Matters — Cuba, Iran and Syria”). Since the independenceother members of the Republic of South Sudaninternational community. TOTAL cannot assure that current or future regulations or developments related to economic sanctions will not have a negative impact on July 9, 2011, TOTALits business or reputation.

Set forth below is no longer present in Sudan.additional information concerning U.S. and EU restrictions adopted against Iran, Syria and Russia.

Restrictions against Iran

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, including 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 since 1996, the

2014 Form 20-F TOTAL S.A.7


Item 3 - C. Risk Factors

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 to consider the possible imposition ofimpose sanctions against persons found, amongst other activities, to have knowingly made investments of $20 million or more in any 12-month period in theIran’s petroleum sector in Iran.any 12-month period. 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 between the passage of ILSA and 2007, TOTAL made investments in Iran in excess of $20 million (excluding the investments made as part of the development of South Pars). These investments will not be subject to investigationsanctioned by the U.S. authorities, dueprovided that TOTAL meets certain commitments pursuant to the application of the Special Rule granteda determination made by U.S. authorities under a “Special Rule” on September 30, 2010, as further described below. Since 2008, TOTAL’s position in Iran essentially has consisted essentially inof being reimbursed for its past investments as part of buyback contracts signed between 1995 and 1999 with respect to permits on which the Group is no longer the operator. Since 2011, TOTAL has had no production in Iran.

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 sanctionsrestrictive measures 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. TOTAL had already discontinued potentially sanctionable sales of refined petroleum products to Iran prior to CISADA’s enactment. 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.

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

2013 Form 20-F TOTAL S.A.7


Item 3 - Risk Factors

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 it believes would 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.

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, or (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 (“NICO”), 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 NICO (10%) participate, to supply natural gas from the Shah Deniz gas field in Azerbaijan to Europe and Turkey. This Executive Order was amended and expanded by Executive Order 13645 (discussed in further detail below), in order to capture as potentially sanctionable conduct a wider range of petroleum-related activities. TOTAL does not conduct activities that it believes would be sanctionable under Executive Order 13622 as amended by Executive Order 13645.these measures.

On August 10, 2012, President Obama signed into law theThe Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”), which, amongst other things, amended ISA and CISADA. ITRA, 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, ITRA authorized sanctions for (i) the 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, operating, controlling or insuring a vessel used to transport crude oil from Iran to another country. ITRA also contains an exception for the Shah Deniz gas field project. TOTAL does not conduct activities that it believes would be sanctionable under ITRA.

ITRA also added Section 13(r) to the Securities Exchange Act of 1934, as amended (“U.S. 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(seegovernment (refer to “Item 4. Other Matters4 — 8.1. Iran”), below). For any annual report that contains responsive Section 13(r) disclosure, an “Iran Notice” ismust be separately filed with the United States Securities and Exchange Commission (“SEC”). The SEC must notify the President and U.S. 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, and TOTAL has not been informed that it is at risk of possible imposition of sanctions for activities previously disclosed.

Moreover, many U.S. states have adopted legislation with respect to Iran requiring, in certain conditions, 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 were determined to fall within the prohibited scope of these laws, and TOTAL were not to qualify for any available exemptions, certain U.S. institutions holding interests in TOTAL may be required to sell their 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.

The United StatesEU has also adopted other sanctions measures including the National Defense Authorization Act of Fiscal Year 2012 (“NDAA 2012”),which authorizes the imposition of sanctions on foreign financial institutions engaged in certain transactions, the Iran Freedom and Counter-Proliferation Act of 2012 (“IFCA”), which, amongst other things, authorizes the imposition of sanctions on entities that knowingly provided goods or services to the energy, shipbuilding, and shipping sectors, or to port operations, of Iran, and Executive Order 13645, which, in addition to amending Executive Order 13622 as discussed above, implements certain provisions of IFCA and authorizes additional sanctions against, amongst other things, foreign financial institutions that engage in certain transactions, potentially including those for the sale, supply, or transfer to or from Iran of natural gas, and for the purchase of petroleum or petroleum products from Iran. TOTAL does not conduct activities that it believes would be sanctionable under IFCA, NDAA 2012 or Executive Order 13645.

Also with regard to Iran, France and the EU haveincluding a set of restrictive measures 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.2010. 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 (LNG), 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 least40,000400,000 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.

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.

TOTAL continues to closely monitor the Joint Plan of Action announced late 2013 among Iran and the P5+1 countries (China, France, Russia, the United Kingdom and the United States, as well as Germany) regarding limits on Iran’s nuclear activities and the suspension of certain United States and EU sanctions regarding Iran. Negotiations between Iran and the P5+1 were extended in November 2014 and are ongoing.

Restrictions against Syria

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 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’sco-contracting partner in the production sharing agreement signed in 1988 (Deir EsEz Zor licence) and the Tabiyeh contract. The United States also has various measures regarding Syria. Since early December 2011, the Group has ceased its activities that contributed to oil and gas production in Syria.

Restrictions against Russia

Since July 2014, members of the international community have adopted economic sanctions against certain Russian persons and entities, including various entities operating in the financial, energy and defense sectors, in response to the situation in Ukraine.

 

 

8 TOTAL S.A. Form 20-F 20132014


Items 3 - 4

measures regarding Syria. Since early December 2011,Among other things, OFAC has adopted economic sanctions targeting OAO Novatek, a Russian company listed on the Moscow Interbank Currency Exchange and the London Stock Exchange in which the Group has ceasedheld an 18.24% interest as of December 31, 2014 through its activities that contributesubsidiary TOTAL E&P Holdings Russia, and entities in which OAO Novatek (individually or with other similarly targeted persons or entities collectively) owns an interest of at least 50%. The OFAC sanctions applicable to oilOAO Novatek prohibit U.S. persons from transacting in, providing financing for or otherwise dealing in debt issued after July 16, 2014 of greater than 90 days maturity, including OAO Yamal LNG, which is jointly-owned by OAO Novatek (60%), TOTAL E&P Yamal (20%) and gas production in Syria.CNODC (20%), a subsidiary of CNPC. Consequently, the use of the U.S. dollar for such financing is effectively prohibited.

In addition,order to comply with these sanctions, the U.S. Treasury Department’s Office of Foreign Assets Control (referred to as “OFAC”) administersfinancing plan for the Yamal LNG project is being reviewed, and enforces economic sanctions programs, some of whichthe project’s partners 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 relatedefforts 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 ondevelop a per transaction basis, can be substantial. These OFAC sanctions generally apply to U.S. persons and activities taking placefinancing plan 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.

Moreover, 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 businessline with the Iranian oil and gas, nuclear and defense sectors. If TOTAL’s presence in Iran were determined to fall within the prohibited scope of these laws, and TOTAL were not to qualify for any available exemptions, certain U.S. institutions holding interests in TOTAL may be required to sell their 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.applicable regulations.

TOTAL continues to closely monitor legislativethe different international economic sanctions with respect to its activities in Russia. Within this framework, the Group is filing the requests for prior authorizations required by EU restrictive measures concerning technical assistance, brokering services, financing and other developments in France,financial assistance related to certain technologies. The Treasury Department of the EUFrench Ministry of Finance, the competent authority on the subject, issued authorizations specifically for the projects of Yamal LNG, Kharyaga and theTermokarstovoye. The United States includinghas also imposed export controls and restrictions on the Joint Planexport of Action recently announced among Irangoods, services, and technologies for use in certain Russian energy projects that may affect TOTAL’s activities in Russia.

As of December 31, 2014, the P5+1 countries (China, France, Russia, the United Kingdom and the United StatesGroup held 19% of America, as well as Germany) regarding limits on Iran’s nuclear activities and the suspension of certain United States and European Union sanctions regarding Iran,its proved reserves 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 is also closely monitoring developments of the situation in Crimea and any related regulations and/or economic sanctions that could be adopted by the authorities.

TOTAL cannot assure that current or future regulations or developments will not have a negative impact on its business or reputation.Russia.

 

 

ITEM 4. INFORMATION ON THE COMPANY

 

 

A. HISTORY AND DEVELOPMENT

 

 

 

TOTAL S.A., a Frenchsociété anonyme (limited liability company) incorporated in France on March 28, 1924, is, together with its subsidiaries and affiliates, is the fifthfourth largest publicly-traded integrated international oil and gas company in the world(1).

With operations in more than 130 countries, TOTAL has activitiesis engaged in every sector of the oil industry:industry, including in the upstream (oil and gas(hydrocarbon exploration, development and production, liquefied natural gas)production) and downstream (refining, petrochemicals, specialty chemicals, the trading and shipping of crude oil and petroleum products and marketing). In addition, TOTAL has equity stakes in coal mines andalso operates in the power generation and renewable energy sectors.

TOTAL began its Upstream operations in the Middle East in 1924. Since that time,then, 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”

“Fina”) and, in early 2000, the Company acquired control of Elf Aquitaine S.A. (hereafter referred to as “Elf Aquitaine” or “Elf”). For information concerning the Group’s principal capital expenditures and divestitures, see “Item 4 — B. Business Overview — 5. Investments”, “Item 5 — C. Results 2012-2014” and “Item 5 — D. Liquidity and Capital Resources”.

The Company’s corporate name is TOTAL S.A. Its registered office is 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France. Its telephone number is +33 (0)1 47 44 45 46.

TOTAL S.A. is registered in France at the Nanterre Trade Register under the registration number 542 051 180. The length of the life of the Company is 99 years from March 22, 2000, unless it is dissolved or extended prior to such date.

 

 

 

B. BUSINESS OVERVIEW

TOTAL provides energy-related products and services to customers around the world by discovering, producing and transforming oil and gas, as well as other natural resources (solar and biomass).

The Group’s goal is to be a global, integrated energy company — a leading international oil company and a world-class operator in gas, petrochemicals, solar energy and, tomorrow, biomass. To realize this goal, TOTAL leverages its integrated business model, which enables it to capture synergies between the different business segments of the Group. Together, TOTAL’s commitments to ethical practices, safety and corporate social responsibility form a shared foundation allowing the achievement of four strategic objectives:

driving profitable, sustainable growth in exploration and production;

developing competitive, top-tier refining and petrochemical complexes;

responding to customer needs by delivering innovative solutions; and

consolidating the Group’s leadership in solar energy and continuing to explore biomass, in order to offer the most appropriate energy solutions.

At the core of TOTAL’s strategy is a strong belief that energy is vital, drives progress and must be made available to everyone. Energy is a precious resource that must be used wisely.

The Group is helping to produce the growing amount of energy that people around the planet need to live and thrive, while ensuring that its operations consistently deliver economic, social and environmental benefits. TOTAL is meeting this challenge with and for its fellow employees, its stakeholders and the local communities, in ways that exceed what is generally expected.

Respect, responsibility and exemplary behavior are the values that underpin TOTAL’s Code of Conduct. It is through strict adherence to these core values and fundamental principles that TOTAL will be able to build strong and sustainable growth for the Group and its stakeholders.

(1)

Based on market capitalization (in dollars) as of December 31, 2014.

2014 Form 20-F TOTAL S.A.9


Item 4 - B.1. Geographic Breakdown of Activities

1.GEOGRAPHICBREAKDOWNOFACTIVITIES

 

 

 

TOTAL’s worldwide operations in 20132014 were conducted through three business segments: Upstream, Refining & Chemicals and Marketing & Services. The table below gives information on the

geographic breakdown of TOTAL’s activities and is taken from Note 5 to the Consolidated Financial Statements included elsewhere herein.

 

 

(M)  France   Rest of
Europe
   North
America
   Africa   Rest of
world
   Total 
(M$)  France   Rest of
Europe
   North
America
   Africa   Rest of
world
   Total 

2014

            

Non-Group sales

   51,471     114,747     23,766     23,281     22,857     236,122  

Property, plant and equipment, intangible assets, net

   4,350     25,137     16,064     41,405     34,602     121,558  

Capital expenditures

   1,266     5,880     3,658     9,798     9,907     30,509  

2013

                        

Non-Group sales(a)

   43,412     96,876     16,815     17,428     15,011     189,542  

Non-Group sales

   57,650     128,661     22,332     23,146     19,936     251,725  

Property, plant and equipment, intangible assets, net

   4,533     19,463     14,204     27,444     23,456     89,100     6,251     26,840     19,588     37,847     32,349     122,875  

Capital expenditures

   1,335     4,736     3,130     8,060     8,661     25,922     1,772     6,289     4,157     10,705     11,508     34,431  

2012

                        

Non-Group sales(a)

   45,981     103,862     17,648     17,921     14,649     200,061  

Non-Group sales

   59,077     133,439     22,675     23,025     18,821     257,037  

Property, plant and equipment, intangible assets, net

   4,560     17,697     15,220     24,999     19,714     82,190     6,017     23,349     20,082     32,983     26,011     108,442  

Capital expenditures

   1,589     4,406     3,148     7,274     6,526     22,943     2,041     5,660     4,045     9,346     8,383     29,475  

2011

            

Non-Group sales(a)

   42,626     81,453     15,917     15,077     29,620     184,693  

Property, plant and equipment, intangible assets, net

   5,637     15,576     14,518     23,546     17,593     76,870  

Capital expenditures

   1,530     3,802     5,245     5,264     8,700     24,541  

 

(a)2.

Non-Group sales from continuing operations.UPSTREAMSEGMENT

 

 

(1)

Based on market capitalization (in dollars) as of December 31, 2013.

2013 Form 20-F TOTAL S.A.9


Item 4 - Business Overview

UPSTREAMSEGMENT

TOTAL’s Upstream segment includes the activities of Exploration & Production and Gas & Power.Power(1). The Group has exploration and 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. 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.

Exploration & Production

 

2.1.Exploration & Production

 

 

2.1.1.Exploration and development

TOTAL’s Exploration and development

TOTAL’s Upstream segment aims& Production activities aim at continuing to combinelong-term growth and profitability at the level of the best actors of the industry.

TOTAL evaluates exploration opportunities based on a variety of geological, technical, political, economic (including taxes and license terms), environmental and societal factors and on projected oil and gas prices. Discoveries of new fields and extensions of existing fields have brought an additional 2,2602,446 Mboe to the Upstream segment’s proved reserves during the3-year period ended December 31, 20132014 (before deducting production and sales of reserves in place and adding any acquisitions of reserves in place during this period). The net level of revisions during this3-year period is close+181 Mboe, which was due to nil (-11 Mboe) since the overall positive revisions on a large majority of the fields have been significantly impactedin field behaviors partially offset by the effectsnegative impacts of the increase of the

reference oilbitumen price in Canada (from $79.02/b in 2010 to $108.02/$50.4/b in 2013 to $60.3/b in 2014 for Brent crude)Synbit), the variations of theincrease in U.S. onshore gas price (from $4.38/MBtu in 20102011 ($4.21/MBtu) to $4.21/MBtu in 2011, $2.85/MBtu in 2012 and $3.67/MBtu in 2013($2.85/MBtu) for Henry Hub) and by a perimeter change in fourtwo projects.

In 2013,2014, the exploration investments of consolidated subsidiaries amounted to2,809 $2,608 million (including(excluding exploration bonuses included in the unproved property acquisition costs). Exploration investments were madebonuses), primarily in the United States, United Kingdom, Australia,Angola, Brazil, Norway, South Africa, Iraq, French Guiana, Angola, Kenya,Malaysia, Côte d’Ivoire, Indonesia and Mauritania. In 2012, the explorationLibya. Exploration investments of consolidated subsidiaries amounted to2,634 $2,926 million (including exploration bonuses included in the unproved property acquisition costs). The main exploration investments were made2013 and $2,701 million in Angola, the United Kingdom, the United States, Norway, Iraq, Nigeria, Brazil, Malaysia, the Republic of Congo and French Guiana. In 2011,2012. For 2015, the exploration investments of consolidated subsidiaries amountedbudget has been reduced to1,629 million (including exploration bonuses included in $1.9 billion to reflect the unproved property acquisition costs) notably in Norway, the United Kingdom, Angola, Brazil, Azerbaijan, Indonesia, Brunei, Kenya, French Guiana and Nigeria.new market environment.

The Group’s consolidated Exploration & Production subsidiaries’ developmentorganic(2) investments amounted to16 $23 billion in 2013,2014, primarily in Angola, Norway, Angola, Australia, Nigeria, Canada, United Kingdom,Nigeria, the Republic of the Congo, Gabon, Indonesia, Russia, the United Kingdom, Indonesia, Gabon, the United

States and Kazakhstan. The Group’s consolidated Exploration & Production subsidiaries’ developmentorganic investments amounted to14 $24 billion in 2012, primarily in Angola, Norway, Canada, Australia, Nigeria, the United Kingdom, Gabon, Kazakhstan, Indonesia, the Republic of the Congo, the United States2013 and Russia. The Group’s consolidated Exploration & Production subsidiaries’ development investments amounted to10$20 billion in 2011, mostly in Angola, Nigeria, Norway, Kazakhstan, the United Kingdom, Australia, Canada, Gabon, Indonesia, the Republic of the Congo, the United States and Thailand.2012.

Reserves

2.1.2.Reserves

The definitions used for proved, proved developed and proved undeveloped oil and gas reserves are in accordance with the United States Securities & Exchange Commission (SEC) Rule 4-10 of Regulation S-X as amended by the SEC Modernization of Oil and Gas Reporting release issued on December 31, 2008. Proved reserves are estimated using geological and engineering data to determine with reasonable certainty whether the crude oil or natural gas in known reservoirs is recoverable under existing regulatory, economic and operating conditions.

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, 2014, 2013 and 2012, and 2011, seerefer to “Supplemental Oil and Gas Information (Unaudited)”.

The reserves estimation process involves making subjective judgments. Consequently, estimates of reserves are not exact measurements and are subject to revision under well-established control procedures.

10TOTAL S.A. Form 20-F 2014

(1)

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.

(2)

For Exploration & Production, organic investments include exploration investments, net development investments and net financial investments.


Item 4 - B.2. Upstream Segment

The reserves booking process requires, among other things:

 

internal peer reviews of technical evaluations to ensure that the SEC definitions and guidance are followed; and

that management makes significant funding commitments towards the development of the reserves prior to booking.

For further information regarding the preparation of reserves estimates, see “Supplemental Oil and Gas Information (Unaudited)”.

Proved reserves for years 2013, 2012 and 2011

2.1.3.Proved reserves for years 2014, 2013 and 2012

In accordance with the amended Rule 4-10 of Regulation S-X, proved reserves at December 31 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 2014, 2013 2012 and 20112012 were, respectively, $108.02/$101.27/b, $111.13/$108.02/b and $110.96/$111.13/b for Brent crude.

As of December 31, 2013,2014, TOTAL’s combined proved reserves of oil and gas were 11 52611,523 Mboe (49%(50% of which were proved developed reserves). Liquids (crude oil, condensates, natural gas

10TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

liquids and bitumen) represented approximately 47%46% of these reserves and natural gas the remaining 53%54%. These reserves were located in Europe (mainly in Norway and the United Kingdom), in Africa (mainly in Angola, Gabon, Nigeria and the Republic of the Congo), in the Americas (mainly in Canada, Argentina, the United States and Venezuela), in the Middle East (mainly in Qatar, the United Arab Emirates and Yemen), and in Asia (mainly in Australia, Kazakhstan and Russia).

As of December 31, 2013, TOTAL’s combined proved reserves of oil and gas were 11,526 Mboe (49% of which were proved developed reserves). Liquids (crude oil, condensates, natural gas liquids and bitumen) represented approximately 47% of these reserves and natural gas the remaining 53%.

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).

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, condensates, 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).

Sensitivity to oil and gas prices

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%21% of TOTAL’s reserves as of December 31, 2013)2014). 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 retrievablerecoverable 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 usually lead to a decrease in TOTAL’s reserves.

Furthermore, changes in the reference price per barrel used as a reference for the proved reserves estimation have an impact on the volume of royalties in Canada and thus TOTAL’s share of proved reserves.

Lastly, for any type of contract, a significant decrease of the reference price of petroleum products may involve a significant reduction of proved reserves.

Production

2.1.5.Production

For the full year 2013,2014, average daily oil and gas production was 2,2992,146 kboe/d compared to 2,299 kboe/d in 2013 and 2,300 kboe/d in 2012 and 2,346 kboe/d in 2011.2012. Liquids accounted for approximately 51%48% and natural gas for approximately 49%52% of TOTAL’s combined liquids and natural gas production in 2013.2014.

The tabletables on the next page setspages set forth by geographic area TOTAL’s annual and 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). TOTALTOTAL’s entities frequently actsact as operator (the party responsible for technical production) on acreage in which it holds an interest. See the table “Presentation of production activities by geographic area” on the following pages for a description of TOTAL’s producing assets.

As in 20122013 and 2011,2012, substantially all of the liquids production from TOTAL’s Upstream segment in 20132014 was marketed by the Trading & Shipping division of TOTAL’s Refining & Chemicals segment (see table“—Trading & Shipping —Trading’sthe table “Trading’s crude oil sales and supply and refined products sales” in “— 3.2.1. Trading & Shipping”, below).

The majority of TOTAL’s natural gas production is sold under long termlong-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.

Some of TOTAL’s long-term contracts, notably in Argentina, Indonesia, Nigeria, Norway, Qatar, Thailand and Russia,Yemen, 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 2014-20162015-2017 to be 3,7953,782 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(refer to “Supplemental Oil and Gas Information (Unaudited)”).

 

 

20132014 Form 20-F TOTAL S.A. 11


Item 4 - Business OverviewB.2. Upstream Segment

2.1.6.Production by region

The following table sets forth the Group’s annual liquids and natural gas production by region.

 

PRODUCTION BY REGION

  2013   2012   2011   2014   2013   2012 
  Liquids
kb/d
   Natural
gas
Mcf/d
   Total
kboe/d
   Liquids
kb/d
   Natural
gas
Mcf/d
   Total
kboe/d
   Liquids
kb/d
   Natural
gas
Mcf/d
   Total
kboe/d
   Liquids
Mb
   Natural
gas
Bcf
(b)
   Total
Mboe
   Liquids
Mb
   Natural
gas
Bcf
(b)
   Total
Mboe
   Liquids
Mb
   Natural
gas
Bcf
(b)
   Total
Mboe
 

Africa

   531     699     670     574     705     713     517     715     659     191     253     240     194     255     245     210     257     260  

Algeria

   5     82     21     6     90     23     16     94     33     2     29     7     2     30     8     2     33     8  

Angola

   175     62     186     172     44     179     128     39     135     70     20     73     64     23     68     63     16     65  

Cameroon

                                 2     1     3  

Gabon

   55     16     59     54     19     57     55     17     58     20     5     21     20     6     22     20     7     21  

Libya

   50          50     62          62     20          20     10          10     18          18     23          23  

Nigeria

   158     511     261     173     521     279     179     534     287     57     187     94     58     187     95     63     190     102  

The Congo, Republic of

   88     28     93     107     31     113     117     30     123     32     13     35     32     10     34     39     11     41  

North America

   28     256     73     25     246     69     27     227     67     14     104     33     10     93     27     9     90     25  

Canada(a)

   13          13     12          12     11          11     4          4     5          5     4          4  

United States

   15     256     60     13     246     57     16     227     56     10     104     28     5     93     22     5     90     21  

South America

   54     627     166     59     682     182     71     648     188     18     219     57     20     229     61     22     249     66  

Argentina

   13     366     78     12     394     83     14     397     86     3     134     27     5     134     28     4     144     30  

Bolivia

   4     129     28     3     124     27     3     118     25     1     51     11     1     47     10     1     45     10  

Colombia

                  1     23     6     5     27     11                                   0     8     2  

Trinidad & Tobago

   2     52     12     4     70     16     4     47     12                    1     19     4     1     26     6  

Venezuela

   35     80     48     39     71     50     45     59     54     14     34     19     13     29     18     14     26     18  

Asia-Pacific

   30     1,170     235     27     1,089     221     27     1,160     231     11     430     87     11     427     86     10     397     81  

Australia

        25     4          29     5          25     4          8     1          9     1          11     2  

Brunei

   2     59     13     2     54     12     2     56     13     1     24     5     1     22     5     1     20     4  

China

        46     8          7     1                         23     4          17     3          3     0  

Indonesia

   17     605     131     16     605     132     18     757     158     7     217     47     6     221     48     6     221     48  

Myanmar

        129     16          127     16          119     15          49     6          47     6          46     6  

Thailand

   11     306     63     9     267     55     7     203     41     4     108     22     4     112     23     3     97     20  

CIS

   32     1,046     227     27     909     195     22     525     119     13     414     91     12     382     83     10     332     71  

Azerbaijan

   5     82     20     4     64     16     4     57     14     1     22     5     2     30     7     1     23     6  

Russia

   27     964     207     23     845     179     18     468     105     12     393     86     10     352     76     8     308     65  

Europe

   168     1,231     392     197     1,259     427     245     1,453     512     60     397     133     61     449     143     72     460     156  

France

   1     45     9     2     58     13     5     69     18          3     1     0     16     3     1     21     5  

The Netherlands

   1     195     35     1     184     33     1     214     38     0     62     11     0     71     13     0     67     12  

Norway

   136     575     243     159     622     275     172     619     287     49     210     88     50     210     89     58     227     100  

United Kingdom

   30     416     105     35     395     106     67     551     169     11     122     32     11     152     38     13     144     39  

Middle East

   324     1,155     536     311     990     493     317     1,370     570     70     396     143     118     422     196     114     361     180  

United Arab Emirates

   247     71     260     233     70     246     226     72     240     42     22     46     90     26     95     85     26     90  

Iran

                                             

Iraq

   7     1     7     6          6                    4     0     4     3     0     3     2          2  

Oman

   24     66     37     24     61     37     24     62     36     9     22     13     9     24     14     9     22     14  

Qatar

   36     558     137     38     560     139     44     616     155     12     203     48     13     204     50     14     204     51  

Syria

                                 11     218     53  

Yemen

   10     459     95     10     299     65     12     402     86     3     148     31     4     168     35     4     109     24  

Total production

   1,167     6,184     2,299     1,220     5,880     2,300     1,226     6,098     2,346     377     2,213     783     426     2,257     839     445     2,146     840  

Including share of equity affiliates

   325     1,955     687     308     1,635     611     316     1,383     571     73     726     208     119     714     251     112     597     223  

Algeria

                                 10     3     10  

Angola

        16     3                                        4     1          6     1                 

Colombia

                                 4          4  

Venezuela

   35     7     37     38     7     40     44     7     45     14     2     14     13     3     14     14     3     15  

United Arab Emirates

   240     61     253     225     61     237     219     62     231     40     19     43     88     22     92     82     22     87  

Oman

   23     66     35     23     60     34     22     62     34     8     22     12     8     24     13     8     22     12  

Qatar

   8     385     78     7     364     74     8     382     78     3     139     28     3     141     28     3     133     27  

Yemen

        147     27          167     31          109     20  

Russia

   19     962     197     15     844     171     9     465     95     9     392     83     7     351     72     5     308     62  

Yemen

        458     84          299     55          402     74  

 

(a) 

The Group’s production in Canada consists of bitumen only. All of the Group’s bitumen production is in Canada.

(b)

Including fuel gas (155 Bcf in 2014, 151 Bcf in 2013, 144 Bcf in 2012).

 

12 TOTAL S.A. Form 20-F 20132014


Item 4 - Business OverviewB.2. Upstream Segment

The following table sets forth the Group’s average daily liquids and natural gas production by region.

 

    2014   2013   2012 
    Liquids
kb/d
   Natural
gas
Mcf/d
(b)
   Total
kboe/d
   Liquids
kb/d
   Natural
gas
Mcf/d
(b)
   Total
kboe/d
   Liquids
kb/d
   Natural
gas
Mcf/d
(b)
   Total
kboe/d
 

Africa

   522     693     657     531     699     670     574     705     713  

Algeria

   5     79     20     5     82     21     6     90     23  

Angola

   191     54     200     175     62     186     172     44     179  

Gabon

   55     14     58     55     16     59     54     19     57  

Libya

   27          27     50          50     62          62  

Nigeria

   156     511     257     158     511     261     173     521     279  

The Congo, Republic of

   88     35     95     88     28     93     107     31     113  

North America

   39     285     90     28     256     73     25     246     69  

Canada(a)

   12          12     13          13     12          12  

United States

   27     285     78     15     256     60     13     246     57  

South America

   50     599     157     54     627     166     59     682     182  

Argentina

   9     367     75     13     366     78     12     394     83  

Bolivia

   4     139     30     4     129     28     3     124     27  

Colombia

                                 1     23     6  

Trinidad & Tobago

                  2     52     12     4     70     16  

Venezuela

   37     93     52     35     80     48     39     71     50  

Asia-Pacific

   30     1,178     238     30     1,170     235     27     1,089     221  

Australia

        23     4          25     4          29     5  

Brunei

   2     66     15     2     59     13     2     54     12  

China

        63     12          46     8          7     1  

Indonesia

   18     594     130     17     605     131     16     605     132  

Myanmar

        135     17          129     16          127     16  

Thailand

   10     297     60     11     306     63     9     267     55  

CIS

   36     1,135     249     32     1,046     227     27     909     195  

Azerbaijan

   3     59     14     5     82     20     4     64     16  

Russia

   33     1,076     235     27     964     207     23     845     179  

Europe

   165     1,089     364     168     1,231     392     197     1,259     427  

France

        9     2     1     45     9     2     58     13  

The Netherlands

   1     171     31     1     195     35     1     184     33  

Norway

   135     576     242     136     575     243     159     622     275  

United Kingdom

   29     333     89     30     416     105     35     395     106  

Middle East

   192     1,084     391     324     1,155     536     311     990     493  

United Arab Emirates

   115     61     127     247     71     260     233     70     246  

Iraq

   12     1     12     7     1     7     6          6  

Oman

   24     61     36     24     66     37     24     61     37  

Qatar

   32     555     132     36     558     137     38     560     139  

Yemen

   9     406     84     10     459     95     10     299     65  

Total production

   1,034     6,063     2,146     1,167     6,184     2,299     1,220     5,880     2,300  

Including share of equity affiliates

   200     1,988     571     325     1,955     687     308     1,635     611  

Angola

        10     2          16     3                 

Venezuela

   37     6     38     35     7     37     38     7     40  

United Arab Emirates

   109     51     118     240     61     253     225     61     237  

Oman

   23     61     34     23     66     35     23     60     34  

Qatar

   7     381     77     8     385     78     7     364     74  

Yemen

        404     75          458     84          299     55  

Russia

   24     1,075     227     19     962     197     15     844     171  

PRESENTATION OF PRODUCTION ACTIVITIES BY REGION

(a)

The Group’s production in Canada consists of bitumen only. All of the Group’s bitumen production is in Canada.

(b)

Including fuel gas (426 Mcf/d in 2014, 415 Mcf/d in 2013, 394 Mcf/d in 2012).

2014 Form 20-F TOTAL S.A.13


Item 4 - B.2. Upstream Segment

2.1.7.Presentation of production activities by region

The table below sets forth, by country, TOTAL’sthe producing assets of the Group’s entities, the year in which TOTAL’sthe activities commenced, the Group’s interest held in each asset and whether TOTALa Group entity is operator of the asset.

 

TOTAL’s producing assets as of December 31, 20132014(a)    
    Year of
entry into
the country
  

Operated

(Group share in %)

  

Non-operated

(Group share in %)

Africa

         

Algeria

  1952     Tin Fouye Tabankort (35.00%)

Angola

  1953  Girassol, Jasmim, Rosa, Dalia, Pazflor, CLOV (Block 17) (40.00%)  Cabinda Block 0 (10.00%)
         

Kuito, BBLT, Tombua-Landana (Block

(Block 14) (20.00%)(b)

Angola LNG (13.60%)

Gabon

  1928  

Anguille (100.00%)

Anguille Nord EstNord-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’Boukou (57.5%(57.50%)

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     

Zoneszones 15, 16 & 32 (75.00%)(c)

Zoneszones 70 & 87 (75.00%)(c)

Zoneszones 129 & 130 (30.00%)(c)

Zoneszones 130 & 131 (24.00%)(c)

Nigeria

  1962  

OML 58 (40.00%)

OML 99 Amenam-Kpono (30.40%)

OML 100 (40.00%)

OML 102 (40.00%)

  OML 102-Ekanga (40.00%)
    

OML 130 (24.00%)

OML 138 (20.00%)

  
         

Shell Petroleum Development Company (SPDC 10.00%)

OML 118 - Bonga118-Bonga (12.50%)

OML 138 (20.00%)

 

201314TOTAL S.A. Form 20-F TOTAL S.A.132014


Item 4 - Business Overview

B.2. Upstream Segment

TOTAL’s producing assets as of December 31, 20132014(a)    
    Year of
entry into
the country
  

Operated

(Group share in %)

  

Non-operated

(Group share in %)

The Congo, Republic of

  19281968  

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%(42.50%)

Zatchi (35.00%(29.75%)

North America

      

Canada

  1999     Surmont (50.00%)

United States

  1957     Several assets in the Barnett Shale area (25.00%)(d)
Several assets in the Utica Shale area (25.00%)(d)
Chinook (33.33%)
Tahiti (17.00%)

South America

      

Argentina

  1978  

Aguada Pichana (27.27%)

Aguada San Roque (24.71%)

Aries (37.50%)

Cañadon Alfa Complex (37.50%)

Carina (37.50%)

Hidra (37.50%)

Kaus (37.50%)

  
         

Sierra Chata (2.51%)

Bolivia

  1995     

San Alberto (15.00%) San Antonio (15.00%)

ItauItaú (41.00%)

Venezuela

  1980     PetroCedeño (30.323%(30.32%) Yucal Placer (69.50%)

Asia-Pacific

      

Australia

  2005    Various fields in UJV GLNG (27.50%)(e)

Brunei

  1986  Maharaja Lela Jamalulalam (37.50%)   

China

  2006     South Sulige (49.00%)

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%)

Ruby-gas and condensates(15.00%condensates (15.00%)

Myanmar

  1992  Yadana (31.24%)   

Thailand

  1990    Bongkot (33.33%)

Commonwealth of Independant States

  

Azerbaijan

1996Shah Deniz (10.00%)

Kazakhstan

  1992     Kashagan (16.81%)

Russia

  1991  Kharyaga (40.00%)  
         Several fields through the participation in OAO Novatek (16.96%(18.24%)

Europe

France

1939

Lacq (100.00%)

Lagrave (100.00%)

 

142014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 201315


Item 4 - Business Overview

B.2. Upstream Segment

    Year of
entry into
the country
  

Operated

(Group share in %)

  

Non-operated

(Group share in %)

Europe

Norway

  1965  

Atla (40.00%)

Skirne (40.00%)

  
         

Åsgard (7.68%)

Ekofisk (39.90%)

Ekofisk South (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%)(f)

Kristin (6.00%)

Kvitebjørn (5.00%)

Mikkel (7.65%)

Morvin (6.00%)

Oseberg (14.70%)

Oseberg East (14.70%)

Oseberg South (14.70%)

Sleipner East (10.00%)

Sleipner West (9.41%)

Snøhvit (18.40%)

Stjerne (14.70%)

Tor (48.20%)

Troll I (3.69%)

Troll II (3.69%)

Tune (10.00%)

Tyrihans (23.145%)

Vale (24.24%)

Vilje (24.24%(23.15%)

Visund (7.70%)

Visund South (7.70%)

Visund North (7.70%)

Yttergryta (24.50%)

The Netherlands

  1964  

F6a gazgas (55.66%)

F6a huileoil (65.68%)

F15a Jurassic (38.20%)

F15a/F15d Triassic (32.47%)

F15d (32.47%)

J3a (30.00%)

K1a (40.10%)

K1b/K2a (60.00%)

K2c (60.00%)

K3b (56.16%)

K3d (56.16%)

K4a (50.00%)

K4b/K5a (36.31%)

K5b (50.00%)

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%)

K9ab-A (22.46%)

Q16a (6.49%)

United Kingdom

1962

Alwyn North, Dunbar, Ellon, Forvie North, Grant, Jura, Nuggets (100.00%)Elgin-Franklin, West Franklin (46.17%) Glenelg (58.73%)

Islay (94.49%)(f)

Bruce (43.25%)

Markham unitized field (7.35%)

Keith (25.00%)

 

201316TOTAL S.A. Form 20-F TOTAL S.A.152014


Item 4 - Business Overview

B.2. Upstream Segment

    Year of
entry into
the country
  

Operated

(Group share in %)

  

Non-operated

(Group share in %)

United Kingdom

1962

Alwyn North, Dunbar, Forvie North, Ellon, Grant ,Jura Nuggets (100.00%)

Elgin-Franklin, West Franklin (EFOG 46.17%)(g)

Glenelg (49.47%)

Islay (94.49%)(f)

Bruce (43.25%)

Markham unitized fields (7.35%)

Keith (25.00%)

Middle East

         

U.A.E.

  1939  Abu Dhabi-Abu Al Bu Khoosh (75.00%)  
         

Abu Dhabi offshore (13.33%)(h)

Abu Dhabi onshore (9.50%)(i)(g)

GASCO (15.00%)

ADGAS (5.00%)

Iraq

  1920     Halfaya (18.75%(22.5%)(j)(h)

Oman

  1937     

Various fields onshore (Block 6) (4.00%)(k)(i)

Mukhaizna field (Block 53) (2.00%)(l)(j)

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%)

Yemen

  1987  Kharir/Atuf (Block 10) (28.57%)  
         Yemen LNG (39.62%) 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%), Total E&P Congo (85.00%) and certain entities in Abu Dhabi and Oman (see notes b through li below).

(b)

Stake in the company Angola Block 14 BV (TOTAL 50.01%).

(c)

TOTAL’s stake in the foreign consortium.

(d)

TOTAL’s interest in the joint venture with Chesapeake.

(e)

TOTAL’s interest in the unincorporateduncorporated joint venture.

(f)

The field of Islay extends partially in Norway. TOTAL E&P UK holds a 94.49 % and TOTAL E&P Norge 5.51%.

(g)

TOTAL holds a 46.17% indirect interest through its interest in EFOG (company 100% owned by TOTAL).

(h)

Through ADMA (equity affiliate), TOTAL holdshas a 13.33% interest and participates in the operating company, Abu Dhabi Marine Operating Company.

(i)(h)

Through ADPC (equity affiliate), TOTAL holds a 9.50% interest and participates in the operating company, Abu Dhabi Company for Onshore Oil Operation.

(j)

TOTAL holds an interest of 18.75%22.5% in the consortium.

(k)(i)

TOTAL holds an indirect interest of 4.00% in Petroleum Development Oman LLC, operator of Block 6, via its 10% interest in Pohol.Private Oil Holdings Oman Ltd. TOTAL also holdshas 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).

(l)(j)

TOTAL holds a direct interest of 2.00% in Block 53.

 

Africa

2.1.7.1.Africa

In 2013,2014, TOTAL’s production in Africa was 670657 kboe/d, representing 29%31% of the Group’s overall production, compared towith 670 kboe/d in 2013 and 713 kboe/d in 2012 and 659 kboe/d in 2011.2012.

InSouth Africa, TOTAL acquired an interest in the 11B-12B license (50%, operator) in September 2013. This license, which covers an area of 19,000 km2, is located approximately 175 km south of the South African coast in water depths ranging from 200 m to 1,800 m. The drilling of an exploration well, is planned for 2014.which began in July 2014 and stopped at the beginning of October 2014, should resume when all of the conditions permit.

In addition, in August 2013, the Group was granted approval by the South African authorities to convert itsholds a technical cooperation license for the Outeniqua Block (100%) into an exploration license, subject to the sale by TOTAL of 20% of its stake when the corresponding license agreement will have been negotiated and signed. The Outeniqua Block,, which covers approximately 76,000 km2, and is located to the southwest of the 11B-12B license in water depths ranging from 400 m to 4,000 m. A 2D seismic campaign of 7,000 km combined with sea bed core drilling activities is expected to be launched.

InAlgeria, TOTAL’s production was 20 kboe/d during 2014, compared with 21 kboe/d duringin 2013 compared toand 23 kboe/d in 2012 and 33 kboe/d in 2011. The decline in production between 2011 and 2012 was mainly due to

the sale of TOTAL’s interest in CEPSA (48.83%), which was completed in July 2011.2012. All of the Group’s production in Algeria now comes from the Tin Fouyé TabenkortTabankort (TFT) field (35%). TOTAL also has stakes ofa 37.75% and 47%stake in the Timimoun and Ahnet gas development projects, respectively.project.

 

OnThe development of the TFTTimimoun field plateau productioncontinued in 2014. The plant construction contract was maintained at 170 kboe/d.signed in February 2014 and the drilling rig contract in September 2014.

The development of the Timimoun field continued in 2013 and the responses for the main calls for tender (plant construction and drilling devices) have been reviewed. In February 2014, the main contract was allocated. Commercial gas production could start in 2017, with anticipated plateau production of 1.6 Bm3/year (160 Mcf/d). The 3D seismic survey of an area of 2,240 km2, which started in December 2012, was completed in July 2013. The data is currently being analyzed.

Within the framework of the Ahnet project, discussions are continuing between the project partners and the authorities, particularly in light of the provisions of the new 13-02 oil legislation, which provide greater incentives for the development of unconventional hydrocarbons. The anticipated plateau production is 4 Bm3/year (400 Mcf/d) as of 2018.

TOTAL decided not to implement the Ahnet project and abandoned the Ain Enakhal exploration well.

InAngola, the Group’s production in 20132014 was 200 kboe/d, compared with 186 kboe/d compared toin 2013 and 179 kboe/d in 2012 and 135 kboe/d in 2011, and

16TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

2012. This production comes primarily from Blocks 0, 14 and 17. Recent highlights include the launchstart-up of production on the Pazflor project in 2011 and the CLOV project in 2010, the start-up of production on Pazflor in 2011, several discoveries on Blocks 15/06 and 17/06, and, finally,2014, as well as the acquisition of

interests in the exploration Blocksblocks 25, 39 and 40 in the Kwanza basin.

 

Deep-offshoreDeep offshore Block 17 (40%, operator) is TOTAL’s principal asset in Angola. It is composed of four major producing hubs: Girassol, Dalia, Pazflor which are all in production, and CLOV. CLOV, which is currently being developed. The Pazflor project, consisting of the Perpetua, Zinia, Hortensia and Acacia fields, has achieved plateau production (220 kb/d). The CLOV project, whichnewest hub, was launched in 2010, will resultstarted production in the installation of a fourth Floating Production, StorageJune 2014 and Offloading unit (FPSO) with areached its plateau production capacity of 160 kbd/d. Production start-up is expected mid-2014.kboe/d in September 2014.

On the ultra-deep-offshoreultra-deep offshore Block 32 (30%, operator), the basic engineering studies for the Kaombo project were completed andwas launched in April 2014 to develop the final investment decision is expected to be made in the first half of 2014. The project will permit the development of the discoveries made in the southeast portionpart of the block throughvia two FPSOs (Floating Production Storage and Offloading facilities) with a capacity in excess of 100115 kb/d each. Production start-up is planned for 2017. The exploration and delineation of the center and north parts of the block is ongoing.

 

On Block 14 (20%(1)), production comes from the Tombua-Landana and Kuito fields as well as the BBLT project, comprising the Benguela, Belize, Lobito and Tomboco fields.

Block 14K (36.75%) corresponds tois the offshore unitization zone between Angola (Block 14) and the Republic of the Congo (Haute Mer license). TheLaunched in 2012, the development of the Lianzi field which was started in 2012, will be achieved by means ofvia a connection to the existing BBLT platform (Block 14). Production start-up is planned for 2015. TOTAL’s interest in the unitized block is held 10% through Angola Block 14 BV and 26.75% through Total E&P Congo.

On Block 0 (10%), the development of Mafumeira Sul was approved by the partners and the authorities in 2012. This project constitutes the second development phase of the development of the Mafumeira field. Production start-up is planned for 2016.

OnIn April 2014, TOTAL sold its entire stake in 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. In February 2014, TOTAL signed an agreement to sell its entire interest in Block 15/06. The closing of this transaction is expected to take place during the first half of 2014..

(1)

Interest held by the company Angola Block 14 BV (TOTAL 50.01%, INPEX Corporation 49.99% since February 2013).

2014 Form 20-F TOTAL S.A.17


Item 4 - B.2. Upstream Segment

TOTAL has operations oninterests in exploration Blocks 33 (58.67%, operator),blocks 17/06 (30%, operator), in the Lower-Congo basin and blocks 25 (35%, operator), 39 (15%) and 40 (50%(40%, operator). The Group plans to drill pre-salt targets in Blocks 25, 39 and 40 in 2014 in the deep offshore Kwanza basin. In 2014 and early 2015, the Group drilled pre-salt targets on blocks 25, 39 and 40. TOTAL signed a disposal agreement to reducerelinquished its interest in Block 40 to 40%. The closing of this transaction is expected to take place during the first half of33 (58.67%, operator) in November 2014.

TOTAL is also developing its LNG activities through the Angola LNG project (13.6%), which includes a gas liquefaction plant near Soyo supplied in particular by the gas associated with production from Blocks 0, 14, 15, 17 and 18. LNG production started in June 2013 but due to various technical incidents required the plant has not yet reached full capacity (5.2 Mt/y).

InCameroon, TOTAL no longer holds any exploration or production assets sinceextended shut down of the sale of its subsidiary Total E&P Cameroun in 2011. Production was 3 kboe/d in 2011.plant.

InCôte d’Ivoire, TOTAL is active in four deep offshore exploration licenses located 50 km to 100 km from the coast and covering approximately 5,200 km2 at water depths ranging from 1,000 m to 3,000 m.

TOTAL is the operator ofOn the CI-100 license (60%) license, operator) located in the Tano basin, and holds stakes in the CI-514 (54%, operator), CI-515 (45%) and CI-516 (45%) licenses in the San Pedro basin.

A comprehensive 3D seismic survey has been conducted on the CI-100 license and a firstan initial exploration well (Ivoire-1X) was drilled in early 2013 in the northwest portion of the block at a water depth of more than 2,300 m. This well has encounteredmeters.

On the licenses CI-514 (54%, operator), CI-515 (45%) andCI-516 (45%) situated in the San Pedro basin, a good-quality oil horizon. The recorded data is currently undergoing analysis in order to assess the potential of the discovered reservoirs and define an exploration and additional works program.

A 3D seismic survey campaign covering the whole of thewas carried out in 2012 and three licenses CI-514, CI-515 and CI-516 was completedexploration wells were drilled in December 2012. The interpretation of the data is ongoing.

Following the drilling of a first exploration well on license CI-514, two more wells are due to be drilled on licenses CI-515 and CI-516 during the course of 2014.

InEgypt, TOTAL is the operator ofrelinquished Block 4 (East El Burullus Offshore) and reduced its stakeOffshore; 50% operator) at the end of the first exploration period in this license from 90% to 50%August 2014 after having drilled the Kala-1 well in January 2013. The license,

In September 2014, Total was awarded Block 2 (North El Mahala Onshore) located in the Nile river basin, covers a 4-year initial exploration period and includes a commitment to carrying out 3D seismic work and drilling exploration wells. Following the 3D seismic campaign covering 3,374 km2 that was conducted in 2011, an exploration well (Kala-1) was drilled in late 2013, whose results have been disappointing.delta.

InGabon, the Group’s production in 20132014 was 58 kboe/d compared with 59 kboe/d compared toin 2013 and 57 kboe/d in 2012 and 58 kboe/d in 2011.2012. The Group’s exploration and production activities in Gabon are mainly carried out by Total Gabon(2)(1), one of the Group’s oldest subsidiaries in sub-Saharan Africa..

 

As part of the Anguille field redevelopment project (estimated production capacity of 20 kboe/d) of the Anguille field (100%, operator), the AGM North platform from which twenty-one additional development wells are expected to be drilled, was installed in 2012. Production from the platform started as planned with twoin 2013 and fourteen wells in March 2013.are now operational.

In the Torpille field (100%, operator), a 3D seismic survey is underway.

On the deep-offshoredeep offshore Diaba license the operator Total Gabon sold off part of its interest in 2012 and now has a stake of 42.5%. An(42.5%, operator), an initial exploration well (Diaman-1B) was drilled duringin 2013 at a water depth of more than 1,700 m. This well revealed an accumulation of gas and condensatescondensates. A 3D seismic survey was acquired in the pre-salt reservoirswestern part of the Gamba Formation. Data analysis is currently underwayblock in order to assess this discovery and reassess the surrounding prospects.fourth quarter of 2014.

The Nguongui-updip well was drilled on the Mutamba-Iroru license (50%) in 2012 and revealed the presence of hydrocarbons. Work is currently being conducted to evaluate the commercial viability of this discovery. A 2D seismic survey was conducted on

On the Nziembou license (20%), the drilling of the Igongo-1X well revealed a multi-layer accumulation of oil and gas and the drilling of the Monbou 1 prospect was completed in 2012. Drilling preparation activities are being conducted for a first exploration well scheduled in 2014.early January 2015.

InKenya, TOTAL acquired a 40% stake in fivehas interests on the offshore L5 and L7 licenses in(40%) and the Lamu basin in 2011, namely licenses L5, L7, L11a, L11b and L12 representing a total surface arealicenses (30% after selling 10% of more than 30,600 km2 atthe stake in December 2014) and is the operator of the L22 license (70%) located in the Lamu delta in water depths of between 100ranging from 1,000 m and 3,000to 3,500 m. Following the 3D

(1)

Interest held by the company Angola Block 14 BV (TOTAL 50.01%, INPEX Corporation 49.99% since February 2013).

(2) 

Total Gabon is a Gabonese company listed on Euronext Paris. The Group holds 58.28%, the Republic of Gabon holds 25% and the public float is 16.72%.

2013 Form 20-F TOTAL S.A.17


Item 4 - Business Overview

seismic survey campaign covering 3,500 km2 that was conducted during the initial exploration period, 25% of the surface area of the five blocks was relinquished. In 2013, two exploration wells were drilled in Blocks L7 and L11b, but did not result in positive results. In 2012,L11b.

On the Group also acquired theoffshore L22 offshore license, (100%, operator), located in the same basin and covering a surface area of more than 10,000 km2 in water depths ranging from 2,000 m to 3,500 m. In December 2013, TOTAL sold 30% of its stake in this license. A 2D seismic survey and seaseabed core drilling operations are planned forwere carried out in early 2014 onand a 3D seismic survey was carried out, benefitting from synergies with the L22 offshore license.adjacent blocks.

InLibya, the Group’s production in 20132014 was 27 kb/d compared with 50 kb/d compared toin 2013 and 62 kb/d in 20122012. TOTAL is a 75%(2) partner in the Mabruk (Blocks 70 and 20 kb/d in 2011.87) and Al Jurf (Blocks 15, 16 and 32) zones operated by Mabruk Oil Operations, a company held by National Oil Corporation (NOC) and TOTAL. In addition, TOTAL is a partner in the following contract zones: 15, 16 & 32 (75%(1)), 70 & 87 (75%(1)),El Sharara zone (which comprises Blocks 129 &and Blocks 130 (30%(3(1))) and 130 &and 131 (24%(1)(3 and))). Finally, TOTAL is the operator of the Block NC191 (100%(1)(3, operator).)) exploration block.

Production which,The security situation in 2012, had returned2014 led the Group to gradually reduce the number of its level priorpersonnel in Libya. Beginning in mid-2013 and through to the eventssummer of 20112014, production was affected from mid-2013 onward by the blockade of most of the country’s terminals and pipelines due to social and political unrest.pipelines.

 

In the onshore zonesBlocks 70 and 87 (Mabruk), production has been affectedstopped since August 2013 due to the blockade of the Es Sider export terminal. DevelopmentProduction resumed in September 2014 with the reopening of the Garian field was approved in July 2013 and production atterminal before being disrupted again mid-December due to the security situation near the Es Sider terminal; the field is expected to start in the third quarter 2014.has not been producing since then.

In the onshore zonesBlocks 129, 130 and 131 (El Sharara), production was stoppedinterrupted several times in 2013 during several months due to the blocking of the production installation and the evacuation pipeline. The seismic survey campaign, which was interrupted in 2011 due to force majeure, has not yet resumed. However,2014. Nevertheless, the exploration of these blocks continued in 20132014 with the drilling of three wells.

In the onshore Murzuk basin, a plan for the development of Block NC 191 was submitted to the authorities in 2009. Discussions have resumed following the interruptions associated with the events of 2011.

In offshore zonesBlocks 15, 16 and 32 (Al Jurf), production has not been affected by the social unrest in the country. TheHowever, the A1-16/3 exploration well which began drilling of two exploration wells scheduled for the second quarter ofat year-end 2013 was postponed due to technical reasons. The first of these wells was started at the end of 2013.plugged and temporarily abandoned in August 2014.

InMadagascar, TOTAL is active on the Bemolanga 3102 license (60%, operator). Since the exploitation of oil sand accumulations is no longer planned, TOTAL is refocusing on the conventional exploration of the block, which is expected to continue in 2014 with a 2D seismic survey following the approval of an additional2-yearA two-year extension of the exploration phase was approved by the local authorities.authorities in August 2014.

InMorocco, on the 100,000 km2 Anzarane offshore reconnaissance contract covering an offshore zone of 100,000 km2, which was granted in December 2011 to TOTAL and ONHYM (National Bureau of Petroleum and Mines), an extension was extended for one year ingranted until December 2013. A2015. The processing and interpretation of a 3D seismic survey, campaign covering 5,900 km2 that startedacquired in late 2012 was completed2013 in July 2013. The collected datathe southern part of the block, is currently being processed.ongoing.

InMauritania, the Group hasholds exploration operations oninterests in the Ta7 and Ta8 licenses (60%ultra-deep offshore C9 license (90%, operator) locatedand the onshore Ta29 license (72%, operator) in the Taoudenni basin. In 2012, TOTALbasin, both acquired interests in two exploration licenses2012.

(90%, operator): Block C9 in ultra-deep offshore, and Block Ta29 onshore in the Taoudenni basin. During 2013, TOTAL sold 18% of its stake in Block Ta29, but retains operatorship and a 72% interest.

 

Following aOn Block Ta29, following the results of the 2D seismic survey performed in 2011 on license Ta7, well Ta7-1 was drilled2012, studies are underway to assess the block. In 2013, TOTAL sold an 18% stake in 2013. Tests have been conducted, but they did not allowBlock Ta29, reducing its stake to highlight hydrocarbons in commercial quantity.72%.

 

On Block Ta29, a 900 km2 seismic was performed in 2012. The processing and the interpretation of these seismic data have been completed. Studies are underway to identify a prospect on this block.

A 3D seismic survey campaign covering 4,700 km2 was conducted on Block C9 in 2013. The data is currently being processed and interpreted.

Furthermore, at the end of the exploration period in July 2014, Blocks Ta7 and Ta8 (60%, operator) were relinquished to the authorities.

InMozambique, TOTAL acquired in 2012 a 40% stake in the production sharing contract regardingfor offshore Blockszones 3 and 6.6 in 2012. Located in the Rovuma basin, these two blocks cover a total surfacean area of 15,250 km² inkm2 from the coast up to water depths ranging from 0 m toof 2,500 m. An exploration well was drilled in 2012 and halfHalf of the surface area of the two blocks was relinquished in 2013 at the start2013. A 500 km2 3D seismic survey was carried out between year-end 2014 and beginning of the second exploration period.2015.

18TOTAL S.A. Form 20-F 2014

(1)

Total Gabon is a company under Gabonese law listed on Euronext Paris. TOTAL holds 58.28%, the Republic of Gabon holds 25% and the public float is 16.72%.

(2)

TOTAL’s stake in the foreign consortium.


Item 4 - B.2. Upstream Segment

InNigeria, Groupthe Group’s production in 20132014 was 257 kboe/d compared with 261 kboe/d compared toin 2013 and 279 kboe/d in 2012 and 287 kboe/d in 2011. These declines are2012. This decline was primarily due to the sharp increase in oil bunkering and in 2013 thea blockade of Nigeria LNGLNG’s export cargos. Despite such factors negatively affecting production,cargoes in 2013. Nigeria remainedis the mainleading contributor to the Group’s production.

TOTAL which has been present in the countryNigeria since 1962 and operates six production licenses (OML) outfive of the thirty-eightthirty seven oil mining leases (OML) in which it has a stake,interests and one out ofalso holds interests in four oil prospecting licenses (OPL).

Regarding the four exploration licenses (OPL) in which it is present.

Regardingprincipal variations in TOTAL’s licenses:permits since 2012:

 

In September 2013, TOTAL was granted approval by the authorities to increase its stake in exploration license OPL 285 from 26.67% to 60%. In May 2013, TOTAL obtained the approval of the authorities for the renewal of licenses OML 99, 100 and 102 for a period of twenty years.

On the OML 138 license (20%), TOTAL started production in the Usan offshore field in 2012, (180 kb/d, FPSO capacity), which reached the level ofreaching 130 kboe/d in 2013. Since FebruaryIn 2014, the Ukot South-2B and Ukot South-3 exploration wells led to two oil discoveries. The Group is actively pursuing the sale process launched in November 2012, which was not able to close. TOTAL is no longerceased to be the operator of the OML 138 license. In 2012, TOTAL signed an agreement for the sale of its 20% stake in Block OML 138. The approval by the authorities has not yet been received.February 2014.

TOTAL decided not to continue its exploration activities in JDZ Block 1 (48.6%, operator) following the analysis of the results of wells drilled in 2012. BlockJoint Development Zone was relinquished in September 2013. Also, the Block2013, and OPL 221 was relinquished in November 2013.

In 2012, TOTAL sold its 10% stake in Blocks OML 26 and 42 in 2011 and in Blocks OML 30, 34 and 40, in 2012. These interests had previously been indirectly controlledwhich were operated via the joint venture Shell Petroleum Development Company (SPDC). joint venture. Furthermore, new sales processes for four blocks (OML 18, 24, 25 & 29) were launched in early 2014, with the sale of OML 24 finalized in November 2014, and those of OML 18 and OML 29 finalized in March 2015.

(1) 

TOTAL’s stake in the foreign consortium.

18TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

TOTAL continues to develop its operated assets, in particular:

 

TOTAL continues, with its developments, to meet the growing domestic demand for gas and to strengthen its ability to supply gas to the LNG projects in which it owns a stake:

AsOML 58 (40%, operator): as part of its joint venture with the Nigerian National Petroleum CompanyCorporation (NNPC), TOTAL is pursuing thea project to increase the block’s gas production capacity of the OML 58 license (40%, operator) from 370 Mcf/d to 550 Mcf/d.

On the OML 102 license (40%, operator),: TOTAL is continuing to developachieved the Ofon phase 2 project, which was launched in 2011, with an expected capacity of 70 kboe/d and production start-up is scheduled for the end of 2014. In 2011, the Group also discovered Etisong North, located 15 km from 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 interest of the future Etisong-Eben development hub as a satelliteflare-out portion of the Ofon field.Phase 2 project in December 2014. The associated gas from the Ofon field is now being compressed, evacuated to shore and monetized via Nigeria LNG (NLNG).

On the OML 130 license (24%, operator),: the development of the Egina field (capacity of 200 kboe/d) was launched in June 2013 and contracts have been awarded. Production start-up is expected at year-end 2017.2013.

On the OML 99 license (40%, operator), engineering work is: additional studies are underway to developfor the development of the Ikike field, where production is expected to start in 2017 (estimated capacity of 55 kboe/d).field.

On the OML 112/117 licenses (40%), development studies have been suspended waiting for the resolution of contractual issues that arose in 2013

TOTAL is also active in the LNG sector with a 15% holdingstake in the company Nigeria LNG Ltd, which possessesowns a liquefaction plant ofwith a total capacity of 22 Mt/y. In addition, TOTAL holds a 17% stake inOn Brass LNG, which is continuingsince the withdrawal of one of the partners, TOTAL’s stake has temporarily increased from 17% to study the project20.48%. Studies are currently ongoing for a gastwo train liquefaction plant with two LNG trains of a capacity of 54.5 Mt/y capacity each.

The Group’s non-operated production that is not operated by the Group in Nigeria comes mainly from the SPDC joint venture, in which TOTAL holds a 10% stake. The sharp increase of oil bunkering in 2013, which continued in 2014, had ana negative impact on onshore production, as well as on the integrity of the joint venture’s facilities and the local environment.

In addition, TOTAL also holds a 12.5% stake in the deep offshore OML 118 deep-offshore license. In connection with this license,(12.5%), including the Bonga field, which contributed 15 kboe/d to Groupthe Group’s production in 2013. The partners continued the development of the Bonga Northwest project in 2013.2014. On the OML 118, license, a pre-unitization agreement relating to the Bonga South WestWest/Aparo discovery has been(10%) was signed in December 2013.

InUganda, where TOTAL has been active since 2012, andthe Group holds a 33.33% interest in the EA-1, EA-1A and EA-2 licenses as

well as the Kingfisher license. All of these licenses arelicense, located in the Lake Albert region, where oil resources have already been discovered.region. TOTAL is the operator of licensesthe EA-1 and EA-1A licenses and a partner on the other licenses.

 

On the appraisalEA-1 license, EA-1, a campaign of wells, production tests and a 3D seismic survey are underway. Fivewere carried out between 2012 and mid-2014. As of year-end 2014, five development plans will behad been submitted to the authorities before the end of 2014:authorities: Ngiri (submitted in December 2013), Jobi-Rii (April(submitted in June 2014), and Mpyo, Gunya and Jobi East (December(submitted in December 2014).

The EA-1A license expired in February 2013 following a campaign involving the drilling of five exploration wells that resulted in one discovery (Lyec). With the exception of the scopearea relating to this discovery, the license has been returned to the authorities.

On the appraisalEA-2 license, EA-2, thea campaign of wells and production tests startedthat began in 2012 continued during 2013. An additional well is due to be drilledwas completed in 2014. Two development plans were submitted to the authorities in June 2013 (Kasamene and Wahrindi fields, as well as those of Kigogole, Ngege, Ngara and Nsoga).

The development plan for the Kingfisher field, which is located on the EA-3 production license, was approved by the authorities in September 2013. The basic engineering studies are currently being prepared.

The Kanywataba exploration well was drilled in June 2012 with negative results. The Kanywataba license expired in August 2012 and was returned to the authorities.

At the initiative of the Ugandan government, discussions are underway concerning the construction of a refinery that will be developed in two phases (30 kb/d in the first phase followed by a second phase providing an additional 30 kb/d), as well as an export pipeline.

In theRepublic of the Congo, the Group’s production in 20132014 was 95 kboe/d compared with 93 kboe/d compared toin 2013 and 113 kboe/d in 2012 and 123 kboe/d2012. The reduced production in 2011.2013 was due to a planned shutdown on the Nkossa field. The decrease in production between 2012 and 2014 was due in particularprimarily to the endnatural decline of plateau production at Moho Bilondothe fields. In December 2013, Qatar Petroleum International Upstream (QPI) purchased a 15% stake in mid-2010 and tothe capital of Total E&P Congo via a planned shut-down onshare capital increase of the Nkossa field.subsidiary.

 

The development of the Lianzi field was approved in 2012. Located in the offshore unitization zone Block 14K (36.75%) between Angola and the Republic of Congo (Haute Mer license), this field will be developed by a tieback to the existing Benguela-Belize-Lobito-Tomboco platform (Block 14 in Angola). Production start-up is expected in 2015. TOTAL’s interest in the unitized block is held 26.75% through Total E&P Congo and 10% through Angola Block 14 BV.

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 Phase 1b (capacity of 40 kboe/d) and Moho North projects were(capacity of 100 kboe/d) project was launched in March 2013, following agreements on the contractual and fiscal conditionswith production start-up planned in 2012. Production start-up is planned for 2015 and 2016, respectively, with estimated production capacity of 140 kboe/d (40 kboe/d for Phase 1b and 100 kboe/d for Moho North).respectively.

Production at Libondo (65%, operator), which is partBlock 14K (36.75%) corresponds to the offshore unitization zone between the Haute Mer license in the Republic of the Kombi-Likalala-Libondo operating license, startedCongo and Block 14 in 2011. Plateau production reached 12 kboe/dAngola. The development of the Lianzi field was launched in 2011.2012. TOTAL holds a 26.75% interest in the unitized block through Total E&P Congo and a 10% interest through Angola Block 14 BV.

In July 2013, TOTAL obtained the Haute Mer B license (34.62%, operator). The authorities approved the license in association with other partners.June 2014.

As part of the renewal of the Loango and Zatchi licenses, an agreement on the related contractual and fiscal conditions was signed in October 2013. This agreement is subject toFollowing the approval byof the parliament.authorities in June 2014, TOTAL’s interestinterests in these licenses will changedecreased respectively from 50% to 42.50% for Loango and from 35% to 29.75% for Zatchi, with retroactive effect infrom October 2013.

In December 2013, in connection with a share capital increase of Total E&P Congo, Qatar Petroleum International Upstream (QPI) entered into the share capital of this subsidiary at a level of 15%.

In the Lake Albert region of theDemocratic Republic of the Congo, following the Presidential decree approving TOTAL’s entry in 2011 as operator with a 60% interest in Block III (66.66%, operator) exploration license was granted in 2012 for an initial three-year period. As a result 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 in light of the general security situation in the eastern part of

2013 Form 20-F TOTAL S.A.19


Item 4 - Business Overview

the country. This block is locatedcountry in 2012, the Lake Albert region. TOTAL acquired an additional 6.66% of this block in March 2012.license was extended for one year. 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 with encouraging results. The 2D seismic survey campaign prepared in 2013 is scheduled to start in 2014.

In theRepublic of South Sudan, TOTAL is negotiating a new contract with the state authorities that would makeenable it possible to resume exploration activities in part of Block B. Since the independence of the Republic of South Sudan on July 9,in 2011, TOTAL is no longer present in Sudan.

North America

2014 Form 20-F TOTAL S.A.19


Item 4 - B.2. Upstream Segment

2.1.7.2.North America

In 2013,2014, TOTAL’s production in North America was 7390 kboe/d, representing 3%4% of the Group’s total production, compared towith 73 kboe/d in 2013 and 69 kboe/d in 2012 and 67 kboe/d in 2011.2012.

InCanada, the Group’s production in 20132014 was 1312 kboe/d compared to 13 kboe/d in 2013 and 12 kboe/d in 2012 and 11 kboe/d in 2011.2012. The Group’s oil sands portfolio is focused around two main hubs: on the one hand, athemes: Steam Assisted Gravity Drainage (SAGD) hub focused on continuing developments at Surmont’s (50%), and, on the Surmont (50%) asset, and mining at Fort Hills (39.2%). In addition, the Group holds stakes in a number of other a mining hub, which includes theoil sands leases, including Joslyn (38.25%, operator), Fort Hills (39.2%) and Northern Lights (50%, operator) mining projects as well as a 100% stake in a number of oil sands leases acquired through a series of auction sales..

 

On the Surmont, lease,in order to optimize production, additional wells were drilled in 2013 in order to optimize production. Theand a decision was made to construct an additional steam generation unit was also made with the same aim in mind. The drilling of additional wells is expected to continue in 2014.unit.

In early 2010, the partners involved in the project decided to launch theThe second Surmont development phase is under construction (total capacity of the second development phase. The goal of production start-up from Surmont Phasephase 1 and 2 has been set for 2015 and overall production capacity from the field is expected to increase toestimated at 130 kboe/d.

kb/d).

OnThe development of the Fort Hills project, (productionwith an estimated capacity estimated atof 180 kb/d),d, is underway.

On the Joslyn and Nothern Lights assets, a final investment decision was madeis not expected in October 2013. Site preparation work is underway and production start-up is planned for the end of 2017.near future due to the degraded economic environment.

OnDue to the Joslyn license, engineering studies are currently being conductedcurrent economic environment, the Group impaired its oil sands assets in order to optimize production fromCanada by $2.2 billion in its 2014 consolidated accounts.

In 2013, TOTAL finalized the Joslyn North Minesale of its 49% stake in the Voyageur upgrader project.

In March 2013, TOTAL concluded an agreement for the sale of its 49% stake in the Voyageurupgraderproject.

In theUnited States, the Group’s production in 20132014 was 78 kboe/d compared with 60 kboe/d compared toin 2013 and 57 kboe/d in 2012 and 56 kboe/d in 2011.2012.

 

In the Gulf of Mexico:

  

Phase 2 of the deep-offshoredeep offshore Tahiti oil field (17%) was launched in 2010. This phase comprises drilling four injection wells and two producingproduction wells. The injection of water started in 2012. The first producing well was put into operation in late 2013 and the second producing well, the drilling of which is currently being completed, is due to start production in 2014.

  

The Chinook 45 well inon the deep-offshoredeep offshore Chinook project (33.33%) started production in the third quarter of 2012.

Drilling of the Chinook 5 well was completed in 2013 and started production in early 2014.

  

The TOTAL (40%) — Cobalt (60%, operator) alliance’s exploratory drillingexploration campaign, which was launched in 2009, was resumed in 2012 afterwith the U.S. government liftedLigurian-2 and North Platte wells, resulting in an oil discovery on the moratorium on deep-offshorelatter. A new drilling operations. This resultedcampaign commenced in February 2015 with the drilling of the Ligurian 2 well (dry well) together with the North Platte well at which a major oil discovery was made and for which studies are currently being conducted. The Ardennes well, which was drilled in 2013, gave disappointing results, just like the Aegean well, which was completed in December 2013. The Aegean well is the last one of the drilling campaign.2 well.

TOTAL is active in shale gas production in Texas and hasvia a 25% stake in thea joint venture operated by Chesapeake portfolio in the Barnett Shale basin through its participation in a joint venture with Chesapeake. Given the drop in gas prices in the United States, drillingbasin. Drilling operations have been sharply reduced fromsince 2012 onwards (approximately sixty40 wells were drilled in 20132014 compared to approximately 60 in 2013 and approximately 100 in 2012 and more than 300 in 2011)2012).

TOTAL is also active in the production of liquids-rich shale gas in the Utica region in Ohio and has a 25% stake in the liquid-rich Utica shale gas play throughvia a joint venture with Chesapeake and EnerVest. More than 200 liquids-rich gas(25%) operated by Chesapeake. Approximately 170 wells were drilled in 20132014 (compared to more than 200 wells in 2013 and approximately 100 in 2012) and approximately 190 of these207 wells have been connected and have started producingproduction (compared to forty-sevenwith 190 in 2013 and 47 in 2012).

Engineers from In November 2014, TOTAL are assigned to the teams led by Chesapeake.sold its 25% stake in Cardinal Gas Services LLC, a company providing gas collection and treatment services for Utica.

 

The Group holds a 50%55.7% stake in American Shale Oil LLC (AMSO) to develop, which is developing anin situ shale oil technology. The firstin situ heating tests have been performed and are resulting in adaptations to the selectedproduction technology.

 

In 2012, TOTAL entered into a 50/50 associationjoint venture with Red Leaf Resources, forwhich is developing anex situ shale oil production technology. In the ex-situ developmentsummer of oil shale and agreed to fund2014, the joint venture launched a production pilot before any larger-scale development. In addition,pilot.

Regarding this shale oil theme, TOTAL finalized an agreement to purchaseacquired approximately 120 km2 of additional land in Colorado and Utah with a view to developingin situ shale oil techniques (AMSO technique) orex-situ techniques (Red Leaf technique).2012.

InMexico, 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.

South America

2.1.7.3.South America

In 2013,2014, TOTAL’s production in South America was 166157 kboe/d, representing 7% of the Group’s total production, compared towith 166 kboe/d in 2013 and 182 kboe/d in 2012 and 188 kboe/d in 2011.2012.

InArgentina, where TOTAL has been present since 1978, the Group operated aboutapproximately 30%(1) of the country’s gas production in 2013.2014. The Group’s production in 20132014 was 75 kboe/d compared with 78 kboe/d compared toin 2013 and 83 kboe/d in 2012 and 86 kboe/d in 2011.2012. In order to encourage investment in exploration and production,2012, the Argentinean government has concluded gas price agreements with various producers as of December 2012.producers. Under the terms of these agreements, the Argentinean government guarantees the price of gas for quantities above a fixed production level in exchange for

(1)

Source: Argentinean Ministry of Federal Planning, Public Investment and Services — Energy Secretary.

20TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

compliance with defined production targets and applicable penalties (i.e., “Deliver or Pay”). In February 2013, TOTAL signed an agreement of this type for a period of five years with retroactive effect from December 1, 2012.

 

In Tierra del Fuego, the Group notably operates the Carina and Aries offshore fields (37.5%). Following the re-appraisalA drilling campaign consisting of the reserves of the Carina field, threetwo additional wells are expected to be drilled frombegan in 2014 based on 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 630 Mcf/d untilThe development of the Vega Pleyade field (37.5%, operator) starts up in 2015. Development of this field startedwas launched in October 2013.2013 (production capacity of 350 Mcf/d).

In the Neuquén basin, TOTAL started a drilling campaign on its mining licenses in 2011 in order to assess their shale gas and shale oil potential. In 2012 and 2013, thisThis campaign, which started on the Aguada Pichana licenselicenses (27.3%, operator), was subsequently extended to all of 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%).blocks. The firstinitial results all positive, of the production tests on the wells drilled during this campaign permit envisaging various development scenarios in the region. Awere all positive. Two pilot developmentdevelopments intended to test the unconventional production potential at the Aguada Pichana Block is expected to enter into productionand Rincón la Ceniza (42.5%, operator) Blocks have been launched.

InAruba, TOTAL acquired a 35% stake in latethe offshore Aruba license (14,000 km2) in July 2014. A 3D seismic survey covering 3,250 km2 was carried out.

InBolivia, the Group’s production, primarily gas, was 30 kboe/d in 2014 compared with 28 kboe/d in 2013 compared toand 27 kboe/d in 2012 and 25 kboe/d in 2011.2012. TOTAL has stakes in seven licenses: three production licenses, San Alberto and San Antonio (15%) and the Tarija Oeste Block XX Tarija Oeste (41%),; two licenses in the development phase, Aquio and Ipati (60%, operator),; and two licenses in the exploration or appraisal phase, Rio Hondo (50%) and Azero (50%, operator)operator of the exploration phase).

 

20TOTAL S.A. Form 20-F 2014

(1)

Source: Argentinean Ministry of Federal Planning, Public Investment and Services — Energy Secretary.


Item 4 - B.2. Upstream Segment

The second development phase of the Itaú gas and condensates field located on the Tarija Oeste Block XX started production in January 2014 with a production capacity of 176 Mcf/d.

 

Production started in 2011 onFollowing the Itaú gas and condensates field located on Block XX Tarija Oeste; it is routed to the existing facilitiesdiscovery of the neighboring San Alberto field. Phase 2 of the development of the field entered into production at the end of 2013.

In 2004, TOTAL discovered the Incahuasi gas field, located on the Ipati Block. In 2011 and 2013,Block, two additional wells confirmed the extension of the discovery northwards onto the adjacent Aquio Block as well as southwards onto the Ipati license.were drilled in 2011 and 2013. In April 2013, TOTAL was granted approval by the authorities to start the first development of Phase 1phase of the project, including the connection of three existingpreviously drilled wells to a central processing plant with a capacity of 6.5 Mm3/d. The key contracts relating toAn additional well was drilled in 2014 on the construction of the plant andIpati Block. Inmid-2014, TOTAL reduced its connection to the export network were grantedparticipation in October 2013. In July 2013, TOTAL sold 20% stakes in the Aquio and Ipati fields thereby reducing its interest in these fields from 8080% to 60%.

 

In August 2013, TOTAL acquired a 50% stake in the Azero exploration license in the Andean Piedmont. This isPiedmont, located to the west of the Ipati and Aquio Blocks and coverscovering an area of more than 7,800 km2. The exploration period started in June 2014.

InBrazil, the Group has stakes in fourteen exploration licenses.

 

 

In October 2013, TOTAL acquired a 20% stake in the Libra field. This field, located in Brazil’s offshore Santos basin, the potential of which is currently being assessed and is the largest pre-salt oil field discovered to date in the Santos basin off the coast of Brazil.assessed. The field is located in very deep waterthe ultra-deep offshore (2,000 m) approximately 170 km off the coast of Rio de Janeiro and covers an area of 1,550 km2. Additional

exploration works including contractual obligations to be realized byThe drilling of two wells began in the endthird quarter of 20172014 in the field’s northwest and appraisal and development studies of the field were launched.center zones.

Following the eleventh call for tenderbid round organized by the Brazilian authorities in May 2013, TOTAL acquired a stakestakes in ten new operatingexploration licenses. Holding a 40% stake, theThe Group operates five blocks (FZA-M-57, FZA-M-86, FZA-M-88, FZA-M-125 and FZA-M-127)(40%) located in the Foz do Amazonas basin (FZA-M-57, FZA-M-86, FZA-M-88, FZA-M-125 and has a 45%FZA-M-127) and holds an interest in a block (CE-M-661)CE-M-661 (45%) located in the Ceara basin. TOTAL also hasholds a 25% stake in three blocks (ES-M-669, ES-M-671 and ES-M-743) located in the Espirito Santo basin and a 50% sharestake in anotherthe BAR-M-346 block (BAR-M-346)(50%) located in the Barreirinhas basin. Seismic survey campaigns were completed in 2014 on the Foz do Amazonas and Espirito Santo basins.

TOTAL also has a stakeholds stakes in the Xerelete field, which the Group has operated since 2012. This stakefield is primarily located on Block BC-2 (41.2%) and extends into Block BM-C-14 (50%). The drilling of aA well targeting both post-salt and pre-salt horizons was launched at the beginning ofdrilled and tested in January 2014.

A well was drilled in 2012 inOn the Gato Do Mato field which is located in Block BM-S-54 (20%) and was discovered in the Santos basin, a well was drilled in 2010. The encouraging results are currently being analyzed in order to define the next stages in the assessment of the field.2012.

InColombia, TOTAL no longer has not had any production since the sale in 2012 of onesale of its subsidiaries, TEPMA BV subsidiary, which held a stake in the Cusiana field. Production was 6 kboe/d in 2012 and 11 kboe/d in 2011.2012.

Following the discovery of Huron-1 onOn the Niscota license (50%) license, the drilling program commenced in 2009 and the drilling of the second well, Huron-2, which yielded positive test results in Aprilis ongoing.

In 2013, a third well, Huron-3, was drilled with disappointing results. The conceptual development studies have started for a declaration of commerciality that is expected during the second quarter of 2014.

After selling 10% ofTOTAL sold its stakeentire share in the Ocensa pipeline in 2011 and reducing its interest in this asset to 5.2%, TOTAL sold its entire stake in 2013, but keptwhile retaining its transport rights. Subsequently, TOTAL has relinquishedsigned an agreement in December 2014 to sell part of its stakestransportation rights in the OAMOcensa pipeline and ODC pipelines that were previously held by TEPMA BV.closing of this transaction occurred in February 2015.

InFrench Guiana, TOTAL owns a 25% stake in the Guyane Maritime license. This license, located approximately 150 km from the coast in water depths ranging from 200 m to 3,000 m, covers an area of approximately 24,000 km²km2. At the end ofyear-end 2011, the authorities extended the research permitexploration license until May 31, 2016.

In 2011,Further to the discovery of Zaedyus, a drilling at the GM-ES-1 well, which is located on the Zaedyus prospect at a water depth of more than 2,000 m, revealed two hydrocarbon columns in sandstone reservoirs. Two 3D seismic survey campaigns covering a total area of more than 5,000 km2 were conducted in the center and extreme eastern portions of the block in 2012. A drilling campaign consisting of four wells was conducted from July 2012 untilto year-end 2013, but was unable to confirm the endextension of 2013. The results of this campaign did not make it possible to prove the existence of an exploitable hydrocarbon reservoir, but the results did provide additional information that is currently being analyzed.a reservoir.

InTrinidad and Tobago, where TOTAL has been active since 1996, thesold all of its exploration and production interests in 2013. The Group’s production in 2013 was 12 kboe/d compared toand 16 kboe/d in 2012 and 12 kboe/d in 2011. In September 2013, TOTAL sold all of its exploration and production assets by disposing of the companies Total E&P Trinidad BV, which held a 30% stake in the Angostura offshore field located in Block 2C, and Elf Exploration Trinidad BV, which owned an 8.5% share in the adjacent exploration Block 3A. The Group no longer owns any exploration or production assets in the country.2012.

2013 Form 20-F TOTAL S.A.21


Item 4 - Business Overview

InUruguay, TOTAL holds a 100% stake in three exploration licenses: offshore Block 14, and onshore Blocks B1 and B2.

 

 

In October 2013, TOTAL signed two exploration and production contracts for Blocks B1 and B2 for unconventional plays. These two blocks, which cover a total area of 5,200 km2, are primarily located in the Artigas province in the northwestern part of the country. The commitments undertaken in respect of these licenses relate to the conduct of geological, geochemical and environmental studies.

In 2012, TOTAL acquired a stake in Block 14, which is located approximately 250 km offshore in water depths ranging from 2,000 m to 3,500 m and covers an area of some 6,700 km². In particular, TOTAL agreed to conduct a 3D seismic survey of the entire block, which was completed in early 2014. The Group has also agreed to drill one well in the first 3-year exploration phase.

In 2012, TOTAL acquired a stake in Block 14, which is located approximately 250 km offshore in water depths ranging from 2,000 m to 3,500 m and covers an area of some 6,700 km2. A 3D seismic acquisition of the entire block was completed in early 2014.

InVenezuela, where TOTAL has had operations since 1980, the Group’s production was 52 kboe/d in 2014 compared with 48 kboe/d in 2013 compared toand 50 kboe/d in 2012 and 54 kboe/d in 2011.2012. TOTAL has equity 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, which started in 2011, is continuing with forty-threecontinues (86 producing wells having beenwere drilled at year-end 2014 compared with 43 wells at year-end 2013), as well as the end of 2013. Thedebottlenecking project for the water separation and treatment facilities. In 2013, the postponement of aan additional debottlenecking project in additioncombined with a performance study performed on the field in 2013 led to a revision of PetroCedeño’s reserves.

Pursuant to an amendment to the gas sale contract, a new development phase of the Yucal Placer field which is expected to boost the production capacity from 100 Mcf/d to 300 Mcf/d, was launched in June 2012.2012. The field’s production reached 150 Mcf/d in April 2014 following the commissioning of the first clusters and the debottlenecking of the existing gas treatment train.

Asia-Pacific

2.1.7.4.Asia-Pacific

In 2013,2014, TOTAL’s production in Asia-Pacific was 235238 kboe/d, representing 10%11% of the Group’s total production, compared towith 235 kboe/d in 2013 and 221 kboe/d in 2012 and 231 kboe/d in 2011.2012.

InAustralia, the Group produced 4 kboe/d in 2013 compared to 5 kboe/d in 2012 and 4 kboe/d in 2011.where TOTAL has held leasehold rights since 2005, the Group’s production was 4 kboe/d in the country since 2005. The Group owns 30% of the Ichthys project, 27.5% of the Gladstone LNG project (GLNG),2014 and nine offshore exploration licenses off the northwest coast in the Browse, Bonaparte2013, and Carnarvon basins, including five that it operates, as well as four onshore shale gas exploration licenses in the southern part of the South Georgina basin. The acquisition of the fourth license located in the Northern Territory remains subject to the approval of authorities.5 kboe/d 2012.

 

In early 2013, TOTAL acquiredFollowing the acquisition of an additional 6% stake in 2013, TOTAL has held a 30% stake in the Ichthys project, increasing its stake to 30%. This project, launchedproject. Launched in early 2012, is aimed atthe project involves the development of the Ichthysa gas and condensatescondensate field located in the Browse basin. ThisThe development includesconsists of a floating platform designed for gas production, treatment and export, an FPSO (with a maximum(processing capacity of 100 kb/d of condensates) to stabilize and export condensates, an 889 km gas pipeline and an onshore liquefaction plant (capacitiesin Darwin with a capacity of 8.4 Mt/y of LNG and 1.6 Mt/y of NGL) located in Darwin.LPG (liquefied petroleum gas). The LNG has already been sold mainly to Asian buyers under long-term contracts. Production start-up is expected at year-end 2016.

TOTAL hasGLNG (27.5%) is an indirect interest of 27.5% in the GLNG project. This integrated gas production, transport and liquefaction project iswith a capacity of 7.2 Mt/y, based on the development of coal seam gas from the Fairview, Roma, Scotia and Arcadia fields. The final investment decision was made in early 2011upstream development of the project and start-up isthe liquefaction plant are nearing completion.

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 gas pipeline and liquefaction plant are underway.

In June 2013, the WA-492 and WA-493 licenses in the Carnarvon basin were awarded to TOTAL (100%, operator). TOTAL has undertaken to conduct aA 2D seismic survey on these licenses duringcampaign began in January 2015.

2014 Form 20-F TOTAL S.A.21


Item 4 - B.2. Upstream Segment

TOTAL holds a 40% stake in the coming years.WA-343-P license.

At the end ofyear-end 2012, TOTAL reduced its share in the WA-408 license located in the Browse basin (50%, operator) by disposing of 50% of its stake to partners. Two exploration wells were drilledstake. Drilled in 2013. The first well, Bassett West 1, which was drilled during the first half of 2013, highlightedthe first exploration well, Basset-1, revealed hydrocarbons. Studies are currently underway. TheCompleted at year-end 2013, the second one, which was completed at the end of 2013,exploration well has been definitively abandoned due to the negative results obtained.abandoned.

On the WA-403 license (60%, operator) located in the Bonaparte basin, a well drilled in 2011 indicated the presence of hydrocarbons. A 3D seismic survey was conducted in 2013. The adjacent Block WA-402-P was relinquished in July 2014.

In 2012, TOTAL signed an agreement to enter fourthree shale gas exploration licenses in the South Georgina basin in the center of the country. This agreement, which allows TOTAL to increase its stake to 68% and becomeIn the operator in the eventsecond half of development, has now been finalized. Work started on the three blocks in Queensland during the course of 2013, in the form of a 2D seismic survey that was acquired during the second half of the year. The first exploration wells are due to be drilled during 2014.

Two wells were drilled in 2011conducted on the WA-403 license (60%, operator) in the Bonaparte basin. As one well demonstrated the presence of hydrocarbons, additional appraisal work was performed on this block during 2013, including a 3D seismic survey, the results of which are currently being interpreted.these three licenses.

InBrunei, where TOTAL has been present since 1986, the Group operates the offshore Maharaja Lela Jamalulalam gas and condensatescondensate field located on Block B (37.5%). The Group’s production in 20132014 was 15 kboe/d compared with 13 kboe/d compared toin 2013 and 12 kboe/d in 2012 and 13 kboe/d in 2011.2012. The gas is delivered to the Brunei LNG liquefaction plant.

TheIn 2013, the study ofregarding the additional development project started in 2010 for the production of the new reserves discovered in the south of the field (Maharaja Lela South) was finalized in 2013.completed. The project was officially launched in early 2014 with the executionsignature of most of the related industrial contracts and with the formal signature of thea 20-year extension of the present petroleum contract.existing license.

Studies are currently being conducted to reassess the potential of deep-offshorethe deep offshore exploration Block CA1 (54%, operator) and are expected to result in a new operating strategy. In addition, discussions have started in, which includes the perspective of possible unitization with regards to the hydrocarbon identified in the southeast part of the block (JagusJagus East well) in 2012 and the discovery made by BSP (Geronggong) in a neighboring block.discovery.

InChina, TOTAL has been present 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 hasholds a 49% stake. The firstauthorities approved this development wells have been drilled and test-phase production has been underway sinceplan in April 2014. After an initial test phase that began in August 2012. The2012, the Group’s production in 20132014 was 12 kboe/d compared with 8 kboe/d compared to 1 kboe/d in 2012.2013. The drilling of development wells continues.

In March 2013, TOTAL and Sinopec concluded a joint study agreement relating to shale gas potential on the Xuancheng license (4,000 km2) close to Nanjing. A 2D seismic survey activities have been realizedcovering 600 km was conducted from October 2013 to February 2014 (600 km). A2014. The drilling campaign is scheduled for 2014 and 2015. If the results

22TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

of this campaign are favorable, an agreement relating to thelong-term development of these resources might subsequently be negotiated with Sinopec.initial exploration well started in late 2014.

InIndonesia, where TOTAL has had operations since 1968, the Group’s production was 130 kboe/d in 2013 was2014 compared with 131 kboe/d compared toin 2013 and 132 kboe/d in 2012 and 158 kboe/d in 2011.2012.

TOTAL’s operations in Indonesia are primarily concentrated on the Mahakam permitlicense (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). The Group delivers most of its natural gas production to the Bontang LNG plant. The overall capacityThese volumes of the eight liquefaction trains at this plant is 22 Mt/y.

In 2013, TOTAL’s gas production operations amounted to 1,757 Mcf/d. This value is down from the 2012 production level (1,871 Mcf/d) due to the maturity of most of the fields on the Mahakam permit, even though this decline was partially offset in 2013 by an increase in production in the South Mahakam fields. The gas operated and delivered by TOTAL accounted for approximately 80% of Bontang’s LNG supply.supply in 2014. This gas production is supplemented by condensate and oil production from the Handil and Bekapai fields, which are operated by the Group.

 

With regard to the Mahakam permit:license:

  

On the Tunu field,Tunu: in 2013,2014, additional development wells were drilled in the main reservoir alongsideas well as in the shallow gas reservoirs.reservoirs;

Peciko: phase 7 drilling operations continue;

  

On the Peciko field, Phase 7 drilling, whichSouth Mahakam: production started in 2009,2012 and development drilling operations continued. Phase 3 of the project, which includes the development of the Jempang and Metulang fields, is continuing.currently underway; and

  

On South Mahakam, where production started in 2012 and which contains the Stupa, West Stupa and East Mandu condensate gas fields, other development wells are currently being drilled.

On the Sisi-Nubi field, which began production in 2007,Sisi-Nubi: drilling operations are continuing within the framework of a second phase of development. The gas from Sisi-Nubi is produced through Tunu’s processing facilities.

On the Sebuku license (15%), production started at the Ruby gas field in October 2013. Production2013 with a capacity is estimated atof approximately 100 Mcf/d. Ruby’s production is transported by pipeline for processing and separation at the Senipah terminal operated by TOTAL.

On the Sageri exploration Block (50%), the first exploration well (Lempuk-1X), completed in early 2012, produced negative results. The license is currently being relinquished.

On the South East Mahakam exploration Block (50%, operator), the Tongkol South-1 exploration well, completed in September 2013, produced negative results.

In 2013, TOTAL took the necessary steps vis-à-vis the authorities to withdraw from the Sadang (30%), Sageri (50%), Arafura Sea (24.5%) and Amborip VI (24.5%) Blocks.blocks, the Group has applied to the authorities to withdraw from these blocks. In addition, and following the withdrawal of the other partners, the Group’s stake in the South Sageri Block increased from 45% to 100% (operator), while its share in the South Mandar Block increased from 33% to 49.3%.

In February 2013,December 2014, TOTAL sold 10%a 20% stake in the Bengkulu I–Mentawai Block (80%, operator). This exploration block is located in the Bengkulu offshore basin southwest of Sumatra. An exploration well was drilled on the block in 2014.

In early 2015, the Group sold its stakes in the two coal bed methane (CBM) blocks located in the province of East Kalimantan, Kutai II (18.4%) and Kutai Timur (50%).

The Group also holds a stake in the Telen block (100%, operator) located in East Kalimantan province.

The Group has decided to withdraw from the South East Mahakam exploration block (50%, operator) located in East Kalimantan province and the South West Bird’s Head exploration Blockblock (90%, operator). This block is located onshore and offshore in the Salawati basin in the province of West Papua. Results from the Anggrek Hitam 1 exploration well, where drilling was completed in September 2013, were negative.

In 2012, TOTAL acquired a 100% stake in the exploration Block Bengkulu I — Mentawai in the offshore Bengkulu basin, southwest of Sumatra. The preparatory work on the Rendang 1 exploration well started at the end of 2013 and drilling start-up is planned during the first half of 2014. The

Group also acquired a stake in the exploration Block Telen (100%, operator) in the offshore Kutai basin in East Kalimantan province.

In 2011, the Group acquired an 18.4% stake in a coal bed methane (CBM) block on Kutai II in East Kalimantan province as well as a 50% stake in the similar Kutai Timur Block.

InMalaysia, on deep-offshorewhere TOTAL has been active since 2008, the Group holds stakes in three exploration Blocklicenses (SB-N, DW2E, SK 317 B).

In January 2014, the Group acquired a stake in the DW2E license (85%, operator) located in deep offshore. A 3D seismic campaign of 2,050 km2 was completed late 2014.

On the SK 317 B exploration block (85%, operator), which is located in Sarawak, anSarawak’s deep offshore, the first exploration well, wasPelangi-1, started in December 2013. Following disappointing geological2013, revealing gaseous hydrocarbons. A second exploration results,well, Pelangi-2, started in November 2014.

At the end of the exploration period, TOTAL withdrew from the PM303 offshore exploration block at the start of 2011 and should do the same for the PM324 licenseBlock (50%, operator), located in May 2014 upon expiration of the operating period. An agreement has been reached with the regulator to convert the second commitment well on PM324 into expenditures on other exploration blocks.Malay basin.

InMyanmar, Groupthe Group’s production in 20132014 was 1617 kboe/d compared towith 16 kboe/d in 20122013 and 15 kboe/d in 2011. TOTAL is the operator of the2012.

The Yadana field (31.2%). This field, which is, operator), located on the offshore Blocks M5 and M6, primarily produces gas for delivery to PTT (the Thai (Thaistate-owned company) for use in Thai power plants. The Yadana field also supplies the domestic market via two pipelines built and operated by MOGE, a Myanmar state-owned company. TheLCP-Badamyar project, which includes the installation of the Badamyar compression and development platform, connected to the Yadana facilities, was launched in September 2014.

In 2012, TOTAL acquired a 40% share2014, the Group was awarded the deep offshore Block YWB (100%, operator) during the offshore round launched by the Burmese authorities. The PSC was signed in a production sharing agreement on theFebruary 2015.

22TOTAL S.A. Form 20-F 2014


Item 4 - B.2. Upstream Segment

On offshore Block M-11, offshore Blocklocated in the Martaban basin.basin, the Group requested a new two-year exploration phase in October 2014 and, following the withdrawal of a partner, increased its stake from the 40% acquired in 2012 to approximately 47.06%. The first exploration well, Manizawta-1, was drilled in 2013 is dry.2013.

InPapua New Guinea, where TOTAL acquired inhas been active since 2012, a 40% stake in the PPL234 and PPL244 offshore permits, as well as 50% in the PRL10 offshore permit and an option for 35% of the PPL338 and PPL339 onshore permits. The results of two exploration wells drilled on PPL244 are unsuccessful. An onshore 2D seismic survey was also conducted in 2013.

In March 2014, TOTALGroup acquired a stake in Block PRL-15 (40.1%) and an option to acquire an interest in exploration BlocksPPL-474, PPL-475, PPL-476 and PPL-477 and in the Triceratops discovery (PRL-39) located in the same zone.March 2014. The government of Papua New Guinea government retains the right to back-in foracquire a 22.5% stake in the block when the final investment decision is made. In such scenario, TOTAL will hold aFollowing the government’s entry, TOTAL’s stake would be reduced to 31.1% participating interest when.

Block PRL15 contains the final decision is made. Block PRL-15 contains two major discoveries:discoveries of Elk and Antelope. A program to delineate these discoveries is currently underway with the drilling of two wells, the first of which started in October 2014, and the second of which started in December 2014. TOTAL has also launched pre-development studies of the Elk and Antelope fields, including the construction of an onshore gas liquefaction plant.

In 2012, TOTAL acquired a 40% stake in the PPL244 offshore license, and secured options to acquire 40% in the PPL234 offshore license, 50% in the PRL10 offshore license and 35% in the PPL338 and PPL339 onshore licenses.

On the offshore PPL244 license, two exploration wells were drilled in 2013.

The PPL234 option has not been exercised and the license expired in July 2014.

On the onshore PPL338 and PPL339 licenses, a 2D seismic survey was conducted in 2013. A gradiometer survey was performed on the onshore PPL339 license. The option related to the onshore PPL338 license that expired in March 2014 was not exercised due to the minimal geological interest on the license.

In thePhilippines, TOTAL has held since 2012 a 75% stake in the SC56 license located in the deep offshore of the southern Sulu Sea. The programFollowing interpretation of operations includes the refurbishment of older seismic lines anddata from a new seismic campaign that was realized atin 2013, TOTAL and its partner have decided to drill an exploration well on the beginningblock. In October 2014, TOTAL became the operator of 2013. The collected data is currently being interpreted.the block.

InThailand, the Group’s production in 20132014 was 60 kboe/d compared with 63 kboe/d compared toin 2013 and 55 kboe/d in 2012 and 41 kboe/d in 2011.2012. This production comes from the Bongkot (33.33%) offshore gas and condensatescondensate field. PTT purchases all of the natural gas and condensatescondensate production from this field.

 

In the northern portion of the Bongkot field, new investments are in progress to allowmaintain plateau and meet gas demand to be met and plateau production to be maintained:demand:

phase 3J (two wellhead platforms) was launched as scheduled in 2012;

phase 3K (two wellhead platforms) was launched as scheduled in 2013;

  

phase 3L (two wellhead platforms) was approved in 2012 with start-up scheduled forand commenced production in 2014;

2013 Form 20-F TOTAL S.A.23


Item 4 - Business Overview

  

phase 3M (four wellhead platforms) was approved in March 2013 with start-up scheduled for 2015;2013; and

  

the fourth series of low-pressure compressors, which make it possible to boost gas production,phase 3N (three wellhead platforms) was approved in 2012 and start-up is expected in late 2014.

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 residentialliving-quarters platform and thirteen production platforms:

  

phase 4A (six wellwellhead platforms) was launched as scheduledcommenced production in 2012;

  

phase 4B (four wellwellhead platforms) is continuing and start-up is scheduled forcommenced production in 2014; and

  

development of phase 4C (three wellwellhead platforms) will take place following the other two phases.is under development.

The explorationExploration on these licenses continuesis ongoing with the drilling of several wells every year (sevendrilled annually (two in 2013)2014).

InVietnam, the Group no longer possessesholds any exploration assetinterests following the sale in August 2013 of its stake in offshore Block 15-1/05 (35%).

Commonwealth of Independent States (CIS)

2.1.7.5.Commonwealth of Independent States (CIS)

In 2013,2014, TOTAL’s production in the CIS was 249 kboe/d, representing 12% of the Group’s total production, compared with 227 kboe/d representing 10% of total Group production, compared toin 2013 and 195 kboe/d in 2012 and 119 kboe/d in 2011.2012.

InAzerbaijan, where TOTAL has been present since 1996, onproduction, coming entirely from the Shah Deniz field, was 14 kboe/d in 2014 compared with 20 kboe/d in 2013 and 16 kboe/d in 2012.

In August 2014, TOTAL sold its stake in the Shah Deniz field (10%), production amounted to 20 kboe/d in 2013 and has been growing regularly year-on-year since 2010. TOTAL also has a as well as its 10% stake in the pipeline held by South Caucasus Pipeline Company (SCP) gas pipeline, which transports the gas produced at Shah Deniz to the Turkish and Georgian markets. TOTAL also holds a 5% stake in the Baku-Tbilisi-Ceyhan (BTC) oil pipeline, which connects Baku and the Mediterranean Sea and, among other functions, evacuates the condensates from the gas transported from Shah Deniz.(SCPC).

Gas deliveries to Turkey and Georgia continued throughout 2013, at a lower pace for Turkey due to weaker demand than initially expected. As in 2012, however, the Azerbaijan state-owned SOCAR continued to take greater quantities of gas than provided for by the agreement, thus making it possible for the facilities to operate at maximum capacity.

Following the agreements signed in 2011 regarding the sale of additional gas volumes to Turkey and the transfer conditions for volumes intended for the European market, the final investment decision concerning the second phase of development at Shah Deniz was made in December 2013. In September 2013, gas sales agreements representing a total volume of 10 Gm3/y were signed with European buyers. These volumes are expected to be transported from 2021 through Turkey via2014, the Trans Anatolian pipeline (TANAP) within the framework of a project headed by SOCAR, and viaGroup sold its 10% stake in the Trans Adriatic Pipeline (TAP) that.

TOTAL holds a 5% interest in the Baku-Tbilisi-Ceyhan (BTC) pipeline.

TOTAL is expected to link Turkey to Italy and in which TOTAL acquired a 10% stake in July 2013.

With regard tothe operator for the exploration phase of the Absheron Block (40%) in the Caspian Sea, TOTAL (40%) is the operator during the exploration phase andon which a joint operating company will manage operations during the development and production phase. A discovery and commercialitycommercial declaration was filed in 2012 following a significant discovery in 2011.2012. The development plan for the field is currently being prepared. Discussions are underway for the construction of a drilling rig in the Caspian Sea in order to prepare for the development of this discovery.

InKazakhstan, TOTAL has been active since 1992 through its 16.81% stake in the North Caspian license (16.81%), which covers the Kashagan field in particular.field.

TheFirst phase production from Kashagan project is expected to develop the field in several phases. Production from the first phase (300 kb/d) started onin September 11, 2013 and was first halted on September 24, 2013, and then, after having been restarted, a second time onin October 9, 2013 due to leaks detected on the gas export pipeline. Investigations are underway in order to identifyFollowing investigations carried out by the originconsortium, a refurbishment plan for the pipelines was approved. The two oil and gas export pipelines will be replaced over 99 km.

In February 2015, TOTAL sold 23.9% of these technical malfunctions and to allow production to resume rapidly.

In November 2012, TOTAL acquired aits 75% shareinterest in the NorthNorthern and SouthSouthern Nurmunai onshore exploration blocks. These two blocks, cover an area of 14,600 km2 and are located in the southwest of the country. A 2D seismic survey was conducted on eachThe drilling of these blocks in 2013. The data is currently being interpreted and a well is planned to be drilled in 2014.started at the end of February 2015 on Northern Nurmunai Block.

InRussia, where TOTAL has had operations throughsince 1991 and where, as of December 31, 2014, the Group held 19% of its subsidiary since 1991,proved reserves, the Group’s production in 20132014 was 235 kboe/d compared with 207 kboe/d compared toin 2013 and 179 kboe/d in 2012 and 105 kboe/d in 2011.2012. This production comes from the Kharyaga field and from TOTAL’s stake in the Russian company OAO Novatek (18.24%)(1), which is listed in Moscow and London.London (hereafter, “Novatek”). In 2014, international economic sanctions related to the situation in Ukraine were imposed by the United States, the EU and other countries. TOTAL complies with sanctions applicable to its activities. For additional information, refer to “Item 3 — C. Risk Factors”, above.

 

On the Kharyaga field (40%, operator), work related to the development plan for Phasesof phases 3 and 4 is ongoing. This plan aims to maintain plateau oil production above 30 kboe/d. Phase 3 is expected to be completed in 2015 with the end of the flaring of the associated gas.

In compliance with the strategic partnership agreement signedaddition to its shareholding in 2011 with Novatek, TOTAL continued to increase its share in Novatek to 16.9636% as of December 31, 2013 and intends to further increase its share up to 19.4%.

TOTAL is currently participatingparticipates via a direct stake in two projects with Novatek:projects:

  

Termokarstovoye: This onshore deposit ofTermokarstovoye (onshore gas and condensates iscondensate field located in the Yamalo-Nenets district.district): The development and production license for the Termokarstovoye field is owned by ZAO Terneftegas, a joint venture between Novatek (51%) and TOTAL (49%). Development of thisthe field started in late 2011 with production start-up being expected for mid-2015 at a(estimated capacity of 65 kboe/d.d).

2014 Form 20-F TOTAL S.A.23

(1)

The Group held an 18.24% stake in OAO Novatek as of December 31, 2014.


Item 4 - B.2. Upstream Segment

  

Yamal LNG: TheLaunched in December 2013, the aim of this project which has been declared to beis the development of national interest by Russian authorities, is to develop the onshore South Tambey gasfield (gas and condensates fieldcondensate) located in the Yamal Peninsula and to constructvia the construction of a three-train gasLNG liquefaction plant with an LNG productiona capacity of 16.5 Mt/y. The first production is expected late 2017. The LNG produced is intendedIn order to comply with international economic sanctions, the financing plan for sale in Europe and Asia using ice-class LNG tankers. The final investment decision was made in December 2013. The companythe Yamal LNG project is jointly-ownedbeing reviewed, and the project’s partners are engaged in efforts to develop a financing plan in line with the applicable regulations. In parallel, the development of the project is progressing in a satisfactory manner. The OAO Yamal LNG company is jointly owned by Novatek (60%), TOTAL E&P Yamal (20%) and, as ofsince January 2014, CNPCCNODC (20%)., a subsidiary of CNPC.

In May 2014, TOTAL signed a strategic cooperation agreement with OAO LUKOIL in order to develop shale oil resources in the Bazhenov basin, located in the province of Kanthy Mansiysk. In addition to the licenses covered by this agreement, TOTAL acquired six new licenses in the basin in 2014. The international economic sanctions imposed in the summer of 2014 have led the partners to put this project on hold.

In January 2014, Novatek increased its stake in the company Severenergia (production of 100 kb/d in 2013)company by acquiring ENI’s shares through the company Arcticgaz (50/50 Jointjoint venture between Novatek and Gazpromneft). In December 2013, Novatek exchanged its interest held in Sibneftegas for the entiretyall of Rosneft’s interests in Severenergia. Since June 2013,Severenergia in which it now has a 54.9% stake. Novatek has held a 50 %50% stake in the company ZAO Nortgaz field.since June 2013.

In 2013, TOTAL undertook conceptual studies showing that new technical solutions could allow a viable development of the Shtokman field. Discussions with Gazprom for further studies are required to find a

24TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

technical, contractual and economically viable solution for the development of the Shtokman field.

InTajikistan, TOTAL acquiredlaunched its activities in the country by acquiring a 33.3% stake in the BocktarBokhtar Block in the first half of 2013. The agreement represents the start of TOTAL’s activity in the country. Environmental and societal studies started at the beginning ofwere carried out in 2014. The first phase of aA 2D seismic campaign covering 800 km is due to startstarted in 2014, with initial drilling operations planned for late 2015.2014.

Europe

2.1.7.6.Europe

In 2013,2014, TOTAL’s production in Europe was 392364 kboe/d, representing 17% of the Group’s overalltotal production, compared towith 392 kboe/d in 2013 and 427 kboe/d in 2012 and 512 kboe/d in 2011.2012.

InBulgaria, the Khan Asparuh license, which covers 14,220 km2 in the Black Sea, was awarded to TOTAL in 2012. In March 2013, TOTAL sold 60% of its stake, and has retainedretaining a 40% of this block. TOTAL will be the operator as of April 2014.interest. A 2D and 3D seismic survey was performed from June 2013 to January 2014. The2014 and the data is due to becurrently being processed and interpretedinterpreted. TOTAL became the operator of the block in 2014 in order to define drilling objectives in 2015 and 2016.April 2014.

InCyprus, TOTAL has been present since February 2013 in the deep-offshoredeep offshore exploration BlocksBlock 10 (100%, operator) and Block 11 (100%, operator) located southwest of the country. AFollowing a 3D seismic survey was completedcarried out on Block 11 in 2013. A2013, a 2D seismic survey on Block 10 startedwas conducted in February 2014.

InDenmark, TOTAL has since 2010 ownedheld an 80% stake in and operated the operatorship of licenses 1/10 (Nordjylland) and 2/10 (Nordsjaelland, formerly Frederoskilde).(Nordsjaelland) licenses. These onshore licenses, of which thewhose shale gas potential continues to be assessed, cover areas of 3,000 km²km2 and 2,300 km²km2, respectively.

Following geoscience surveys on license 1/10 in 2011, the decision was made to drill a well. Initially planned for 2013, this well is now scheduled for 2014 due to additional environmental studies requested by the local authorities. Geoscience studies are ongoing on

On license 2/10, and a gravimetry acquisitiongravimetric survey was madecompleted in 2013.

InFrance, the Group’s production in 20132014 was 2 kboe/d compared with 9 kboe/d compared toin 2013 and 13 kboe/d in 2012 and 18 kboe/d2012.

In October 2013, TOTAL ended commercial gas operations on Lacq, which had begun in 2011. TOTAL’s major assets are1957. The transfer of the Lacq (100%) and Meillon (100%) gas fields, locatedconcession was approved by the French authorities in the southwest part of the country.October 2014.

On the Lacq field, which started production in 1957, a carbon dioxidethe CO2 capture, injection and storage pilot was commissioned in 2010. In connection with this project, a boiler was modified to operate2010 ended in an oxy-fuel combustion environment and the CO2 emitted was captured and re-injected in the depleted Rousse field. As part of TOTAL’s Sustainable Development policy, this project allowed the Group to assess one of the technological possibilities for reducing CO2 emissions. Most of the objectives of the experiment having been reached, the injection of CO2came to an end in the first quarter of 2013. As anticipated, TEPF ended the operations on Lacq in October 2013.

The sale agreements of Itteville, Vert-le-Grand, Vert-le-Petit and La Croix Blanche assets were signed in 2011, while those of Dommartin Lettrée, Vic-Bilh, Lacq, Lagrave and Pécorade assets were signed in 2012. The approval of the authorities has been obtained for the sale of all of these licenses, with the exception of the Lacq asset, for which approval is expected to be granted in 2014.

The Montélimar exclusive exploration license awarded to TOTAL in 2010 to assess, in particular, the shale gas potential of the area, was revokedabrogated 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 filed in December 2011 with the administrative court requesting that the judge cancel the revocation of the license is still pending.

InItaly, TOTAL holds a stake in two exploration licenses and has an interest in the Tempa Rossa field (50%, operator), discovered in 1989 and located on the Gorgoglione concession (Basilicate region). Although preparation work started in 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 on this dispute, see“Item 8. Legal or arbitration proceedings — Italy”). After resuming the preparation work, theThe final investment decision for Tempa Rossa was made in July 2012 and production start-updevelopment is expected for 2016 at a capacity of 55 kboe/d. Following a call for tenders, all the civil engineering and construction contracts were awarded in 2012 and are currently in progress.ongoing. The Gorgoglione 2 well was tested in 2012 and confirmed the results obtained from the other wells. The drilling of aA sidetrack was drilled at the TR-2 well TR-2and another started in November 2013.June 2014 on the TR-1 well.

In March 2013, TOTAL finalized an agreement to sellsold 25% of theits 75% stake acquired in Tempa Rossa, in 2011. This transfer, which reduced the Group’s holding from 75%thereby reducing its stake to 50%, took place in June 2013 following the approval of the Italian authorities..

InNorway, where the Group has had operations since the mid-1960s,1965, TOTAL has equity stakes in 10496 production licenses on the Norwegian maritime continental shelf, 3129 of which it operates. In 2013,2014, the Group’s production was 242 kboe/d, compared to 243 kboe/d with 74 kboe/d from the Greater Ekofisk Area located in the southern sector of the North Sea, 103 kboe/d from the central2013 and northern portions of the North Sea and 66 kboe/d from the Haltenbanken region (in the Norwegian Sea) and the Barents Sea. The Group’s production in Norway in 2012 was 275 kboe/d and 287 kboe/d in 2011.2012. The decrease in production between 20112012 and 20132014 was mainly due to the natural decline of mature fields. Production should increase again and reach a level of around 300 kboe/d at the horizon 2017 with the start-up of several new fields, the developments of which have already been launched (Martin Linge, Ekofisk South, Eldfisk II).

 

In the Norwegian North Sea, the most substantial contribution to the Group’s production, which is for the most partnon-operated, comes from the Greater Ekofisk Area (e.g., Ekofisk, Eldfisk, Embla).

In the Norwegian North Sea, the most substantial contribution to the Group’s production comes from the non-operated Greater Ekofisk Area (Ekofisk, Eldfisk, Embla, etc.).

 

In the southern Norwegian North Sea:

In the southern Norwegian North Sea:

In the Greater Ekofisk Area, 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 2011. Production at Ekofisk South started in October 2013 while start-upat Ekofisk South, and in January 2015 at Eldfisk 2 is expected in early 2015. The project relating toII (capacity of 70 kboe/d each).

In the construction and installationcentral part of the new Ekofisk accommodation and field services center platform has now been completed and the accommodation has been operational as of November 2013.Norwegian North Sea:

In the central part of the Norwegian North Sea:

Gas production start-up at the Atla field, located on license PL102C (40%, operator) and Beta West field (10%), a satellite of Sleipner, took place in October 2012 and April 2011, respectively.

The development of the Gina Krog structure (38%field (30%), formerly known as Dagny and located to the north of

2013 Form 20-F TOTAL S.A.25


Item 4 - Business Overview

Sleipner was approved in 2013. Production start-up is planned for 2017.

On license PL036D (24.24%), the fast-track development of Vilje South was launched in 2011. Production start-up is expected in March 2014.

 

In the northern part of the Norwegian North Sea:

In the northern part of the Norwegian North Sea:

The Islay field (100%, operator) was put intostarted production in 2012. This field extends on each side of the Norwegian/Great BritainUK border and the Group’s interest in the Norwegian part is 5.51%.

The Stjerne field, located on license PL104 (14.7%), and the Visund South field, located on license PL120 (7.7%), were put into production in July 2013 and November 2012, respectively.

On license PL120 (7.7%), the fast-track development of Visund North which started in late 2011, made it possibleallowed production to start production onin 2013.

On the fieldGreater Hild Area (51%, operator), the Martin Linge development (capacity of 80 kboe/d) was approved by the authorities in November 2013.2012.

OnIn 2013, the authorities approved the Greater Hild Area (51%, operator), located in the north, the Martin Linge development scheme was approved by the authorities in 2012, with production start-up scheduled end 2016 at an estimated capacity of 80 kboe/d.

The Oseberg Delta phase 2 project (14.7%), located on production licenses PL104 and PL79,PL79. The Oseberg East TSV project (14.7%) was approved by the authorities in October 2013 and production start-up is planned for 2015.2014.

 

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 field (7.7%) and its satellites Yttergryta (24.5%) and Morvin (6%).satellites.

24TOTAL S.A. Form 20-F 2014


Item 4 - B.2. Upstream Segment

The Norwegian authorities approved 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 theThe main contracts have all been awarded.

Developmentsigned and various components were installed during the summer of the Linnorm gas field is still under study following the lower than expected results obtained at the Onyx South exploration well, which was drilled in 2013. It was planned to export the gas from Linnorm to the Nyhamna onshore terminal by installing a new pipeline (Polarled project).2014.

The Polarled project (5.11%) was, approved in December 2012. The project consists of2012, involves the installation of a 481 km long pipeline from the Aasta Hansen field to the Nyhamna terminal, and in theas well as expansion of the terminal.

 

In the Barents Sea, a project intended to improve the performance of the Snøhvit gas liquefaction plant (18.4%, capacity of 4.2 Mt/y)y capacity) was launched in 2012. ThisThe plant is supplied with gas from the Snøhvit, Albatross and Askeladd fields.

Several exploration wells were successfully drilled on a number of licenses during the 2011-20132012-2014 period with discoveries on Helene (PL120, 11%) and revealed the presence of hydrocarbons at the structures ofTrell (PL102G, 40%, operator) in 2014, on Smørbukk North (PL479, 7.68%) and Rhea (PL120, 7.68%) in 2013, as well as on Garantiana (PL554, 40%, operator) and King Lear (PL146 and 333, 22.2%) in 2012, and Alve North (PL127, 50%, operator) and Norvarg (PL535, 40%, operator) in 2011. The Novarg appraisal2012. In 2014, the well drilled on Garantiana enabled an increase in 2013 confirmed the presence of gas in the structure, but the well results, which are under study as of December 31, 2013, are below expectations.estimated oil volumes.

In addition, the Group is continuingcontinues to optimize its asset portfolio in Norway by obtaining new licenses and divesting a number ofnon-strategic assets. To this end, in October 2014, TOTAL concluded an agreement to sell an 8% stake in the Gina Krog field, thereby reducing its stake to 30%, and all of its interests in the Vilje (24.24%), Vale (24.24%) and Morvin (6%) fields. The transaction was approved by the Norwegian authorities in December 2014.

IntheNetherlands, TOTAL has hadconducted natural gas exploration and production operations since 1964 and currently ownsholds interests in twenty-four offshore production licenses, including twenty that it operates, and two offshore exploration licenses, E17c (16.92%) and K1c (30%). In 2013,2014, the Group’s production was 31 kboe/d compared with 35 kboe/d compared toin 2013 and 33 kboe/d in 2012 and 38 kboe/d in 2011.2012.

 

In September 2014, the Dutch authorities awarded the F12 exploration block to TOTAL.

Following the acquisition of additional stakes at the end ofin 2013, TOTAL now holds a 50% stakesstake in Block K5b and a 60% stake in Blocks K1b/K2a and K2c. TOTAL is the operator of these three blocks.

 

A 3D seismic survey of several offshore permitslicenses covering an area of 3,500 km2 was conducted in 2012. The results of this campaign are currently being interpreted.

TheIn August 2013, the K4-Z development project K4-Z (50%, operator) started production in August 2013. This development project was launched in 2011 and consists of two sub-sea wells connected to the existing production and transport facilities.

The L4-D field (55.66%, operator) started production in 2012.

Production from the K5-CU project (49%, operator) started in early 2011.production.

InPoland, 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 drilledIn February 2014, the licenses were relinquished, and tested onsince then the Chelm permitGroup no longer holds any exploration interests in 2011. The results from the well were analyzed in 2012 and 2013. In December 2013, following the departure of the operator, TOTAL increased its stake to 100% and became the operator of this permit. In 2012, the Werbkowice permit was relinquished.country.

In theUnited Kingdom, where TOTAL has had operations since 1962, the Group’s production was 89 kboe/d in 2013 was2014 compared with 105 kboe/d compared toin 2013 and 106 kboe/d in 2012 and 169 kboe/d in 2011.2012. About 90% of production comes from operated fields located in two majormain 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. Production at these three fields was resumed in March 2013.

 

In the Alwyn zone (100%), the start-up of satellite fields or new reservoir compartments made it possible to compensate in partpartially compensated for the natural decline in production potential. Consequently, wellsproduction. The N54 and N53 wells were put into production in 2012 and 2011, respectively. Well N55, which was drilled in 2012 in the Brent South West panel, is expected to be put into production in the middle of 2014.In

addition, the N55 well, which was drilled in 2012 in the Brent South West panel, was put into production in the second quarter of 2014 and the N56 well (Alwyn Statfjord) in the third quarter of 2014.

On the Dunbar field (100%), a new drilling campaigndevelopment phase (Dunbar phase IV) is due to begin during the second quarter 2014 and is expected to includeincluding three well work-overs and the drilling of six new wells.wells is underway.

The Islay field (100%, operator) was put into production in 2012. This field extends on eacheither side of the Norwegian/Great Britain border between the United Kingdom (94.49%) and Norway (5.51%). Production from the Group’s interest infield is processed on the UK portion is 94.49%.

In 2012, TOTAL finalized the divestment of its stake in the Otter field.Alwyn North platform.

 

In Central Graben, TOTAL increased its stake in Elgin Franklin Oil & Gas (EFOG), a company through which it holds an intereststakes in the Elgin, Franklin and West Franklin fields (46.2%, operator), from 77.5% to 100% at the end of 2011.. Production at the Elgin, Franklin and West Franklin fields was stopped following a gas leak on the Elgin field in March 2012. In May 2012, TOTAL confirmed that the leak fromG4 well G4 had been successfully stopped and, at the end of October 2012, well G4 was definitively securedsecured. Production in the Elgin/Franklin area resumed in March 2013 following the approval of the safety case by installingthe UK Health and Safety Executive (HSE). A redevelopment project involving the drilling of five cement plugs. Thenew infill wells on Elgin and Franklin started in July 2013.

In 2014, TOTAL acquired an additional interest (9.5%) in the Glenelg field, thereby increasing its interest from 49.5% to 58.7%.

26TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

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 resumption of production at Elgin/Franklin in total safety. Production in the Elgin/Franklin area resumed in March 2013 following the approval of the safety case by the UK Health and Safety Executive (HSE). Production has gradually risen to 55 kboe/d (approximately 25 kboe/d on the Group’s account), representing 40% of the production potential of these fields. In order to recover the production level expected before the Elgin incident by 2015, a redevelopment project envisaging the drilling of new infill wells on Elgin and Franklin started in July 2013. Drilling work is due to start on Elgin in early 2015.

In addition, the West Franklin Phase II development project remains ongoingcontinued with the start-up of production start-up scheduled for mid-2014.of the first well in January 2015.

 

In addition to Alwyn and the Central Graben, a third area, westhub, West of Shetland, is undergoingunder development. This area covershub includes the fields of Laggan and Tormore fields (80%, operator) and the P967 license (50%, operator), which includes the Tobermory gas discovery. The decision to developProduction on the Laggan and Tormore fields was made in 2010 and production is scheduledexpected to start in 20142015 with an expected capacity of 90 kboe/d. The

Close to Laggan and Tormore, the development scheme includes: sub-sea production facilities; off-gas treatment (gas and condensates) at a plant located nearof the Sullom Voe terminal in the Shetland Islands, 150 km away; and a new gas pipeline connected to the Frigg gas line (FUKA) for the export of gas to the Saint Fergus terminal.

In early 2011, aEdradour East (80%, operator) gas and condensate discovery was made on the Edradour East license (75%sanctioned in 2012. A second well (Spinnaker), operator) near Laggan and Tormore. The decision to develop Edradour East using the existing infrastructure was made at the end of 2012. The Edradour development scheme is currently being optimized in order to include other possible fields in the same zone. Next to the Edradour East discovery, was drilled in early 2014.

In July 2014, TOTAL acquired an 80% stake and the operatorship in the Glenlivet field located north of Edradour. The proximity of the two fields resulted in reduced costs, which enabled the launch of a second well (Spinnaker) startedjoint development.

In addition, TOTAL purchased an additional 5% stake in September 2013the Edradour field in 2014 and isnow holds 80% of the four fields currently being drilled.under development: Laggan, Tormore, Edradour and Glenlivet.

TOTAL also holds a stake in three assets operated by other parties: thenon-operated fields: Bruce (43.25%), Keith (25%), and Markham (7.35%) fields.. The Group’s stakes in othernon-operated fields operated by third parties (Seymour, Alba, Armada, Maria, Moira, Mungo/Monan and Everest) were sold offdivested in 2012.

NineTOTAL was awarded six new licenses (threein the 28th Round in November 2014. Four of these licenses are in the West of Shetland area, one in the northern North Sea threeand one non-operated in the Central Graben and three in West Shetland) were awarded to TOTAL in 2012 during the twenty-seventh exploration round.Graben.

EarlyIn early 2014, TOTAL acquired a 40% stake in two onshore shale gas exploration and production licenses (PEDL 139 etand 140) located in the Gainsborough Trough basin of the East Midlands, and signed an agreement that permitsenabling the Group to acquire a 50% stake in the licence PEDL 209 license located in the same area. A 70 km2 3D survey campaign was carried out in March and April 2014.

Middle East

2014 Form 20-F TOTAL S.A.25


Item 4 - B.2. Upstream Segment

2.1.7.7.Middle East

In 2013,2014, TOTAL’s production in the Middle East was 536391 kboe/d, representing 23%18% of the Group’s total production, compared towith 536 kboe/d in 2013 and 493 kboe/d in 2012 and 570 kboe/d in 2011.2012.

In theUnited Arab Emirates, where TOTAL has had operations since 1939, the Group’s production was 127 kboe/d in 2013 was2014 compared with 260 kboe/d compared toin 2013 and 246 kboe/d in 2012 and 240 kboe/d in 2011. In 2013, the country maintained a steady rhythm of production which

led to an increase in TOTAL’s share of production.2012. The increasedecrease in production in 20132014 was mainly due to higher production bythe expiry of the Abu Dhabi Company for Onshore Oiloil Operations (ADCO). license in January 2014, in which TOTAL held a 9.5% interest. In January 2015, TOTAL signed an agreement granting it a 10% participation as from January 1, 2015 in the new ADCO concession for 40 years. This concession covers the fifteen main onshore fields of Abu Dhabi and represents more than half of the Emirate’s production.

TOTAL holds a 75% stake (operator) in the Abu Al Bu KhooshBukhoosh field a 9.5% stake in ADCO, which operates the five major onshore fields in Abu Dhabi, and a 13.3% stake in Abu Dhabi Marine (ADMA)Operating Company (ADMA-OPCO), which operates two fields offshore fields.Abu Dhabi. TOTAL also hasholds a 15% stake in Abu Dhabi Gas Industries (GASCO), which produces NGL (natural gas liquids) and condensates from the associated gas produced by ADCO as well as from the gas and condensates and associated gases produced by ADMA.ADMA-OPCO. In addition, TOTAL also has aholds stakes of 5% stake in Abu Dhabi Gas Liquefaction Company (ADGAS), which processes the associated gas produced by ADMAADMA-OPCO in order to produce LNG, NGL and condensates, and further possesses a 5% holding in National Gas Shipping Company (NGSCO), which owns eight LNG tankers and exports the LNG produced by ADGAS.

The ADCO license expired in January 2014 and the Abu Dhabi authorities have issued a call for tenders for the renewal of the license as of January 1, 2015.

The Group holds a 24.5% stake in Dolphin Energy Ltd. in partnership with Mubadala, a company owned by the government of Abu Dhabi, in order to market gas produced in Qatar primarily to the United Arab Emirates.

The Group also owns 33.33% of Ruwais Fertilizer Industries (FERTIL), which produces urea. The FERTIL 2 project was startedcommenced operations in July 2013, and enabledenabling FERTIL to more than double its production capacity to 2 Mt/y.

InIraq, the Group’s production in 2014 was 12 kboe/d compared with 7 kboe/d in 2013 compared toand 6 kboe/d on average forin 2012.

On the year 2012. TOTAL holds anHalfaya field in Missan province, following the completion of a negotiation in October 2014, TOTAL’s stake increased from 18.75% staketo 22.5% in the consortium that was awarded the development and production contract for the Halfaya field in the Missan province.contract. Production of Phasephase 1 of the project which has a capacity of 100 kb/d, started in June 2012. Phase2012 and phase 2 under construction, is expectedstarted in August 2014, enabling production to increase the production up toreach 200 kb/d byin the endsecond half of 2014. The definitive development plan, which is expected

In early 2014, TOTAL increased its stake from 35% to make it possible to achieve a plateau80% and became operator of 535 kb/d,the Safen Block (424 km2) located northwest of Erbil in the Kurdistan region. A 2D seismic survey of 275 km was approved by the authoritiesconducted in August 2013.2014.

In early 2013, TOTAL acquired an 80% stake and became operator of the Baranan exploration Block (729 km2), southeast of Soulaymaniyah,Sulaymaniyah, in the Kurdistan area).region. A 2D seismic survey of 213 km was completed in January 2014. The data of this seismic is expected to result in the drilling of a first exploration well at the end of 2014.

Since 2012, TOTAL has held a 35% stake in the Safen and Harir exploration Blocks (424Block (705 km2 and 705 km2, respectively,) located to the northeast of Erbil),Erbil, as well as a 20% stake in the Taza Block (505 km2), located southwest of Sulaymaniyah). During 2013, fourSulaymaniyah. Following three exploration wells werein 2013 that led to two

discoveries on the Taza Block and on the Harir Block (Mirawa), an exploration well was drilled and resulted in two discoveries located2014 resulting in the Taza and Harir Blocks. The drilling of five new wells is planned for 2014 on three of these four blocks. In early 2014, TOTAL increased its stake in the Safen Block to 80% and became the operator.Jisik discovery.

InIran, the Group has had no production since 2010. For furtheradditional information, on TOTAL and Iran, see“—refer to “— C. Other Matters — 8. Cuba, Iran and Syria”, below.

InOman, the Group’s production in 20132014 was 3736 kboe/d, stable compared to 2012with 2013 and 2011.2012. TOTAL primarily produces oil on

2013 Form 20-F TOTAL S.A.27


Item 4 - Business Overview

Block 6 (4%)(1) as well as on Block 53 (2%)(2), and it. The Group also produces LNG through its stake in the Oman LNG (5.54%)/Qalhat LNG (2.04%)(3) liquefaction plant, which has a capacity of 10.5 Mt/y. In December 2013, TOTAL obtained the license for ultra-deep-offshoreultra-deep offshore Block 41.41, in which a seabed core drilling campaign was carried out.

InQatar, where TOTAL has had operations since 1936, the Group’s production was 132 kboe/d in 2013 was2014 compared with 137 kboe/d compared toin 2013 and 139 kboe/d in 2012 and 155 kboe/d in 2011. 2012.

The Group has equity stakes inoperates the Al Khalij field (40%), the NFB Block (20%)and participates in the production, processing and export of gas from the North field andField through its stakes in the Qatargas 1 liquefaction plant (10%). The Group also holds a 16.7% stakeand Qatargas 2 liquefied natural gas (LNG) plants and in train 5 of Qatargas 2.Dolphin Energy.

 

InAl Khalij (40%, operator): in 2012, TOTAL and state-owned Qatar Petroleum signed a new agreement to continueextending their partnership on the Al Khalij field for an additional 25-year period as of February 1, 2014. According to the terms of this contract, TOTAL will continue to be the operator (40%) alongside Qatar Petroleum (60%).

TheQatargas 2 (16.7%): the production capacity of train 5 of Qatargas 2 is 8 Mt/y. TOTAL offtakes part of the LNG produced under the 2006 contracts which provide for the purchase of 5.2 Mt/y of LNG by the Group. In addition, the Group holds a stake in the Qatargas 1 liquefaction plant (10%), as well as a stake in the corresponding upstream block NFB (20%).

Dolphin Energy (24.5%): the production contract for the Dolphin gas project, signed in 2001 with 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 production capacity of train 5 of Qatargas 2 is 8 Mt/y. TOTAL has been a shareholder in this train since 2006. An agreement to share the two liquefaction trains of the Qatargas 2 project (trains 4 and 5) was signed in 2011. The agreement provides for an equal split of the physical production of the two trains as well as of the associated operating costs and capital outlay. In addition, TOTAL offtakes part of the LNG produced in compliance with the contracts signed in 2006, which provide for the purchase of 5.2 Mt/y of LNG from Qatargas 2 by the Group.

The Group became a partner in the offshore BC exploration permitlicense (25%) in 2011. TheDrilling of the first exploration well is due to be drilled during the first half ofstarted in May 2014 and was completed in December 2014.

InSyria, TOTAL has a 100% stake in the Deir Ez Zor permit,license, which is operated by the joint-venturejoint venture company DEZPC in which TOTAL and the state-owned company SPC each have a 50% share. TOTAL also holds the Tabiyeh contract, which came into effect in 2009. The Group has had no production in the country in 2013 or in 2012 compared to 53 kboe/d in 2011.since December 2011, when TOTAL suspended its activities contributing to thehydrocarbon production of hydrocarbonsactivities in Syria in December 2011, in compliance with the European Union’s regulations regarding this country. For additional information, seerefer to “Item 4  C. Other Matters — 8. Cuba, Iran and Syria”, below.

InYemen, where TOTAL has had operations since 1987, the Group’s production was 84 kboe/d in 2014 compared with 95 kboe/d in 2013 compared toand 65 kboe/d in 2012 and 86 kboe/d2012.

The security situation in 2011.Yemen remains unstable, however this had only a marginal effect on the production from the Group’s assets in 2014. Security measures are regularly reviewed in view of the evolving risks.

26TOTAL S.A. Form 20-F 2014

(1)

TOTAL holds an indirect 4% stake in Petroleum Development Oman LLC, operator of Block 6 via its 10% stake in Private Oil Holdings Oman Ltd.

(2)

TOTAL holds a 2% stake in Block 53.

(3)

TOTAL has an indirect stake via Oman LNG’s stake in Qalhat LNG.


Item 4 - B.2. Upstream Segment

TOTAL owns a 39.62% stake in the Yemen LNG liquefaction plant (capacity of 6.7 Mt/y), which is located in Balhaf on the country’s southern coast. This plant is supplied with the gas produced on Block 18, located near Marib in the center of the country, and connected via a 320 km gas pipeline. TheRockets were launched towards the Balhaf plant suffered two rocket attacks in December 2013, and January 2014 butand December 2014. However, production was not impacted because one of the rockets resulted in slight damage and the other landed in the sea. Securitysecurity measures have since been adopted due to the evolving risks.strengthened.

TOTAL also has stakes in two oil basins, as the operator ofblocks: Block 10 (Masila Basin, East Shabwa license 28.57%)(28.57%, operator) in the Masila basin and as a partner on Block 5 (Marib basin, Jannah license 15%(15%). in the Marib basin.

TOTAL owns stakes in five onshore exploration licenses: 40%Block 69 (40%, the exploration period has expired and the block is in Blocks 69 andthe process of being relinquished), Block 71 50.1% in(40%), Block 70 (operator); 36% in(50.1%, operator), Block 72 (operator);(36%, operator), and 40% in Block 3 (operator)(40%, operator).

 

(1)

TOTAL holds an indirect interest of 4% in Petroleum Development Oman LLC, operator of Block 6, via its 10% interest in via Pohol (equity affiliate).

(2)

TOTAL holds an indirect interest of 2% in Block 53.

(3)

TOTAL’s indirect stake in Qalhat LNG through its stake in Oman LNG.

 

282014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 201327


Item 4 - Business OverviewB.2. Upstream Segment

2.1.8.Oil and gas acreage

 

OIL AND GAS ACREAGE

As of December 31,

(in thousands of acres atyear-end)

 2013 2012 2011 

As of December 31,

(in thousands of acres)

As of December 31,

(in thousands of acres)

 2014 
 Undeveloped
acreage
(a)
 Developed
acreage
 Undeveloped
acreage
(a)
 Developed
acreage
 Undeveloped
acreage
(a)
 Developed
acreage
   Undeveloped
acreage
(a)
 Developed
acreage
 

Europe

 Gross  10,804    722    10,015    724    6,478    781   Gross  10,601    692  
 Net  5,305    163    6,882    176    3,497    185   Net  5,197    143  

Africa

 Gross  134,157    1,266    135,610    1,256    110,346    1,229   Gross  122,385    1,306  
 Net  86,493    341    88,457    337    65,391    333   Net  79,562    350  

Americas

 Gross  19,790    960    16,604    1,705    15,454    1,028   Gross  25,081    962  
 Net  9,391    286    6,800    330    5,349    329   Net  11,375    299  

Middle East

 Gross  33,242    1,482    32,369    1,896    31,671    1,461   Gross  34,375    1,215  
 Net  4,534    192    3,082    256    2,707    217   Net  9,908    129  

Asia

 Gross  55,980    1,064    37,208    955    40,552    930  

Asia (excl. Russia)

 Gross  50,076    705  
 Net  26,930    253  

Russia

 Gross  3,419    1,370  
 Net  29,880    309    18,184    270    19,591    255   Net  1,334    215  

Total

 Gross  253,973    5,494    231,806    6,536    204,501    5,429   Gross  245,937    6,250  
 Net(b)  135,603    1,291    123,405    1,369    96,535    1,319   Net(b)  134,306    1,389  

 

(a) 

Undeveloped acreage includes leases and concessions.

(b)

Net acreage equals the sum of the Group’s equity stakes in gross acreage.

NUMBER OF PRODUCTIVE WELLS

As of December 31,

(wells at year-end)

  2013 
    Gross
productive
wells
   Net
productive
wells
(a)
 

Europe

  Oil   403     106  
   Gas   286     87  

Africa

  Oil   2,269     615  
   Gas   156     48  

Americas

  Oil   868     266  
   Gas   3,311     634  

Middle East

  Oil   6,283     441  
   Gas   295     36  

Asia

  Oil   229     81  
   Gas   2,306     741  

Total

  Oil   10,052     1,509  
   Gas   6,354     1,546  

 

(a)2.1.9.

Net well equal the sumNumber of the Group’s equity stakes in gross wells.productive wells

 

2013 Form 20-F TOTAL S.A.29


Item 4 - Business Overview

NUMBER OF NET PRODUCTIVE AND DRY WELLS DRILLED

As of December 31,

(wells at year-end)

 2013  2012  2011 
   Net
productive
wells
drilled
(a)(b)
  Net dry
wells
drilled
(a)(c)
  Net total
wells
drilled
(a)(c)
  Net
productive
wells
drilled
(a)(b)
  Net  dry
wells
drilled
(a)(c)
  Net total
wells
drilled
(a)(c)
  Net
productive
wells
drilled
(a)(b)
  Net dry
wells
drilled
(a)(c)
  Net total
wells
drilled
(a)(c)
 

Exploratory

 

Europe

  1.5    0.2    1.7    0.9    3.3    4.2    1.5    1.7    3.2  
 

Africa

  1.5    5.1    6.6    4.9    2.8    7.7    2.9    1.5    4.4  
 

Americas

  2.9    1.4    4.3    3.9    0.6    4.5    1.2    1.3    2.5  
 

Middle East

  0.6    0.7    1.3                1.2    0.8    2.0  
 

Asia

  1.6    4.3    5.9    2.4    1.4    3.8    2.1    3.7    5.8  
  

Total

  8.1    11.7    19.8    12.1    8.1    20.2    8.9    9.0    17.9  

Development

 

Europe

  6.9    0.3    7.2    6.0    0.7    6.7    7.5        7.5  
 

Africa

  19.7    0.4    20.1    22.7        22.7    24.7        24.7  
 

Americas

  98.0        98.0    70.6        70.6    113.1        113.1  
 

Middle East

  42.7    0.3    43.0    43.3        43.3    32.6    2.6    35.2  
 

Asia

  198.0        198.0    127.8        127.8    118.4        118.4  
  

Total

  365.3    1.0    366.3    270.4    0.7    271.1    296.3    2.6    298.9  

Total

    373.4    12.7    386.1    282.5    8.8    291.3    305.2    11.6    316.8  

As of December 31,

  2014 
    Gross
productive
wells
   Net
productive
wells
(a)
 

Europe

  Oil   370     101  
   Gas   279     82  

Africa

  Oil   2,297     619  
   Gas   158     49  

Americas

  Oil   961     295  
   Gas   3,817     782  

Middle East

  Oil   5,540     355  
   Gas   107     20  

Asia (excl. Russia)

  Oil   140     57  
   Gas   2,063     732  

Russia

  Oil   137     31  
   Gas   410     67  

Total

  Oil   9,445     1,458  
   Gas   6,834     1,732  

 

(a) 

Net wells equal the sum of the Company’sGroup’s equity stakes in gross wells.

28TOTAL S.A. Form 20-F 2014


Item 4 - B.2. Upstream Segment

2.1.10.Number of net productive and dry wells drilled

As of December 31,

 2014  2013  2012 
   Net
productive
wells
drilled
(a)(b)
  Net dry
wells
drilled
(a)(c)
  Net total
wells
drilled
(a)(c)
  Net
productive
wells
drilled
(a)(b)
  Net dry
wells
drilled
(a)(c)
  Net total
wells
drilled
(a)(c)
  Net
productive
wells
drilled
(a)(b)
  Net dry
wells
drilled
(a)(c)
  Net total
wells
drilled
(a)(c)
 

Exploratory

 

Europe

  1.4    0.2    1.6    1.5    0.2    1.7    0.9    3.3    4.2  
 

Africa

  2.0    3.3    5.3    1.5    5.1    6.6    4.9    2.8    7.7  
 

Americas

  2.1    0.3    2.4    2.9    1.4    4.3    3.9    0.6    4.5  
 

Middle East

  0.3    0.3    0.6    0.6    0.7    1.3              
 

Asia (excl. Russia)

  1.2    1.1    2.3    1.6    4.3    5.9    2.4    1.4    3.8  
 

Russia

      0.3    0.3                          
  

Total

  7.0    5.5    12.5    8.1    11.7    19.8    12.1    8.1    20.2  

Development

 

Europe

  8.8        8.8    6.9    0.3    7.2    6.0    0.7    6.7  
 

Africa

  24.6    1.0    25.6    19.7    0.4    20.1    22.7        22.7  
 

Americas

  128.1    0.2    128.3    98.0        98.0    70.6        70.6  
 

Middle East

  36.1    0.2    36.3    42.7    0.3    43.0    43.3        43.3  
 

Asia (excl. Russia)

  106.2    0.5    106.7    184.2        184.2    121.5        121.5  
 

Russia

  28.8    0.8    29.6    13.8        13.8    6.3        6.3  
  

Total

  332.6    2.7    335.3    365.3    1.0    366.3    270.4    0.7    271.1  

Total

    339.6    8.2    347.8    373.4    12.7    386.1    282.5    8.8    291.3  

(a)

Net wells equal the sum of the Group’s fractional interests in gross wells.

(b)

Includes certain exploratory wells that were abandoned, but which would have been capable of producing oil in sufficient quantities to justify completion.

(c)

For information: service wells and stratigraphic wells drilled within oil sands operations in Canada are not reported in this table (86.2(90.0 wells in 2014, 86.2 wells in 2013 and 131.7 in 2012 and 82.2 in 2011)2012).

EXPLORATORY AND DEVELOPMENT WELLS IN THE PROCESS OF BEING DRILLED (INCLUDING WELLS TEMPORARILY SUSPENDED)

2.1.11.Wells in the process of being drilled (including wells temporarily suspended)

 

As of December 31,   2013    2014 
(wells at year-end)   Gross(a)   Net(a)(b) 
   Gross   Net(a) 

Exploratory

 

Europe

   2     1.5   

Europe

   6     2.1  
 

Africa

   31     9.8   

Africa

   32     9.6  
 

Americas

   15     6.7   

Americas

   12     4.0  
 

Middle East

   10     3.6   

Middle East

   13     4.2  
 

Asia

   15     5.7   

Asia (excl. Russia)

   12     3.4  
 

Total

   73     27.3   

Russia

          

Development

 

Europe

   35     13.4  
 

Total

   75     23.3  

Other wells(b)

 

Europe

   36     13.9  
 

Africa

   47     12.6  
 

Africa

   27     7.7   

Americas

   370     159.3  
 

Americas

   348     120.7   

Middle East

   128     14.0  
 

Middle East

   129     15.8   

Asia (excl. Russia)

   797     206.4  
 

Asia

   821     246.1   

Russia

   203     32.5  
 

Total

   1,360     403.7   

Total

   1,581     438.7  

Total

    1,433     431.0      1,656     462.0  

 

(a)

From 2013, includes drilledNet wells equal the sum of the Group’s equity stakes in gross wells. Includes wells for which surface facilities permitting production have not yet been constructed. Such wells are also reported in the table “Number of net productive and dry wells drilled”, above, for the year in which they arewere drilled.

(b)

NetOther wells equal the sum of the Group’s equity stakes in grossare development wells, service wells, stratigraphic wells and extension wells.

 

302014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 201329


Item 4 - Business OverviewB.2. Upstream Segment

INTERESTS IN PIPELINES

2.1.12.Interests in pipelines

The table below sets forth TOTAL’s interests of the Group’s entities (excluding equity affiliates) in oil and gas pipelines as of December 31, 2013.2014.

 

Pipeline(s) Origin Destination % interest  Operator  Liquids  Gas 

EUROPE

                    

Norway

                    
Frostpipe (inhibited) Lille-Frigg, Froy Oseberg  36.25        x      
Heimdal to Brae Condensate Line Heimdal Brae  16.76        x      
Kvitebjorn pipeline Kvitebjorn Mongstad  5.00        x      
Norpipe Oil Ekofisk Treatment center Teeside (UK)  34.93        x      
Oseberg Transport System Oseberg, Brage and Veslefrikk Sture  12.98        x      
Sleipner East Condensate Pipe Sleipner East Karsto  10.00        x      
Troll Oil Pipeline I and II Troll B and C Vestprosess (Mongstad refinery)  3.71        x      
Vestprosess Kollsnes (Area E) Vestprosess (Mongstad refinery)  5.00        x      

PolaredPolarled

 Asta Hansteen/Linnorm Nyhamna  5.11            x  

The Netherlands

                    

Nogat pipeline

 F3-FB Den Helder  5.00            x  

WGT K13-Den Helder

 K13A Den Helder  4.66            x  

WGT K13-Extension

 Markham K13 (via K4/K5)  23.00            x  

United Kingdom

                    

Alwyn Liquid Export Line

 Alwyn North Cormorant  100.00    x    x      

Bruce Liquid Export Line

 Bruce Forties (Unity)  43.25        x      

Central Graben Liquid Export Line (LEP)

 Elgin-Franklin ETAP  15.89        x      

Frigg System : UK line

 Alwyn North, Bruce and others St.FergusSt. Fergus (Scotland)  100.00    x        x  

Ninian Pipeline System

 Ninian Sullom Voe  16.00        x      

Shearwater Elgin Area Line (SEAL)

 Elgin-Franklin, Shearwater Bacton  25.73            x  

SEAL to Interconnector Link (SILK)

 Bacton Interconnector  54.66    x        x  

AFRICA

                    

Gabon

                    

Mandji Pipes

 Mandji fields Cap Lopez Terminal  100.00(a)   x    x      

Rabi Pipes

 Rabi fields Cap Lopez Terminal  100.00(a)   x    x      

AMERICAS

                    

Argentina

                    

Gas Andes

Neuquén Basin (Argentina)Santiago (Chile)56.50xx

TGN

 Network (Northern Argentina)    15.40            x  

TGM

 TGN Uruguyana (Brazil)  32.68x

Bolivia

Transierra

Yacuiba (Bolivia)Rio Grande (Bolivia)11.00            x  

Brazil

                    

TBG

 Bolivia-Brazil border Porto Alegre via São Paulo  9.67            x  

ASIAASIA-PACIFIC

                    

Yadana

 Yadana (Myanmar) Ban-I Tong (Thai border)  31.24   x        x  

REST OF WORLD

                    

BTC

 Baku (Azerbaijan) Ceyhan (Turkey, Mediterranean)  5.00        x      

SCP

Baku (Azerbaijan)Georgia/Turkey Border10.00x

Dolphin (International transport and network)

Ras Laffan (Qatar)U.A.E.24.50x

 

(a)

Interest of Total Gabon. The Group has a financial interest of 58.28% in Total Gabon.

 

201330TOTAL S.A. Form 20-F TOTAL S.A.312014


Item 4 - Business Overview

B.2. Upstream Segment

 

Gas & Power

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 order to optimize these gas resources, particularly liquefied natural gas (LNG), Gas & Power’s activities include the trading and marketing of natural gas, liquefied natural gas,LNG, 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 addtion, Gas & Power manages a coal business line, handling everything from production to marketing.

Liquefied natural gas

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 a key toelement of the Group’s strategy, with TOTAL strengthening its positions in most major production zones and markets.

Through its stakes in liquefaction plants(2) located in Qatar, the United Arab Emirates, Oman, Nigeria, Norway, Yemen and Angola and its gas supply agreement with the Bontang LNG plant in Indonesia, TOTAL markets LNG in all worldwideglobal markets. The share of LNG production sold by TOTAL in 2013 reached 12.32014 remained stable at 12.2 Mt, an increase of over 7% compared to 2012 LNG sales (11.4 Mt). This increase was due(12.3 Mt in particular to the improved performance of the Yemen LNG plant in 2013.2013). The Group’s forthcomingupcoming liquefaction projects, in particular in Australia and Russia, are aimed at increasing TOTAL’s share of LNG sold over the coming years.

Gas & Power is responsible for LNG operations downstream from liquefaction plants. It is in charge of marketing LNG on behalf of Exploration & Production and developing the Group’s downstream LNG downstream portfolio for its trading, marketing and transport operations as well as re-gasification terminals.

 

2.2.1.1.

Long-term Group LNG purchases

TOTAL acquires long-term LNG volumes most frequently from liquefaction plants in which the Group holds a stake. These volumes support the expansion of the Group’s worldwide LNG portfolio.

InNigeria, as part of the Nigeria LNG project in which the Group has a 15% interest, TOTAL signed an LNG purchase agreement, initially intended for deliveries to the United States and Europe, for 0.231.17 Mt/y over a 23-year20-year period starting in 2006, to which an additional 0.94 Mt/y was added when the sixth train came on stream in 2007.2009.

TOTAL also holds a 17%20.48% stake in the Brass LNG project, involving theon which studies are ongoing study offor a gas liquefaction plant with plans to construct two LNG trains each with a capacity of 5about 4.5 Mt/y.y each. In 2006, 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.2.15 Mt/y. This purchase agreement is subject to the final investment decision for the project.

InNorway, as part of the Snøhvit project, in which the Group holds an 18.4% stake, TOTAL signed in 2004 a purchase agreement for 0.78 Mt/y of LNG over a 15-year20-year period primarily intended for North America and Europe. LNG deliveries started in 2007.

InQatar, TOTAL signed purchase agreements in 2006 for up to 5.2 Mt/y of LNG from train 5 (16.7%) of Qatargas 2 over a 25-year period. This LNG iswas initially marketed mainly in France, the United Kingdom and North America.the United States. LNG deliveries started in 2009.

InYemen, TOTAL signed an agreementa contract with Yemen LNG Ltd (39.62%) in 2005 to purchase 2 Mt/y of LNG over a 20-year period, initially intended for delivery to the United States and Europe. LNG deliveries started in 2009.

Since 2009, a growing 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.more buoyant Asian markets.

The new LNG sources described below are expected to support the growth of the Group’s LNG portfolio.

InAustralia, TOTAL increased its stake in the Ichthys LNG project in early 2013 from 24% to 30%. Launched in early 2012, this project calls forinvolves the construction of two LNG trains, each with a capacity of 4.2 Mt/y. In addition, TOTAL signed in 2011 an LNG purchase agreement amounting to 0.9 Mt/y over a 15-year period. DeliveriesThe start of production is scheduled for the end of 2016 and the first LNG deliveries to long-term customers are expected to start in 2017.

InRussia, TOTAL owns a 20% direct stake in Yamal LNG, which is overseeing a project to developdeveloping the South Tambey gas and condensates field and buildbuilding a gas liquefaction plant with three trains supportingand an LNG production capacity of 16.5 Mt/y. The final investment decision was made in December 2013. Concurrently, TOTAL signed two LNG purchase agreements with the project, amounting respectively to 43 Mt/y over a23-year period and 1 Mt/y over a 24-year15-year period.

In theUnited States, TOTAL entered into an agreement in 2012 with the South Korean national natural gas company Kogas (Korea Gas Corporation) 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). Deliveriesin Louisiana. LNG deliveries are expected to start in 2017. In parallel to this,At the same time, TOTAL also entered into an agreement with Sabine Pass Liquefaction LLC for the purchase of 2 Mt/y of LNG over a 20-year period 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 2018.2019. This agreement is conditional on, among other things, export and construction permits being obtained by Sabine Pass Liquefaction LLC (which owns and operates the terminal) for the construction of train 5 and the final investment decision for the project.project and the obtaining of export and construction permits by Sabine Pass Liquefaction LLC, the entity which owns and operates the terminal. Finally, TOTAL concluded a contract with Mitsui in 2014 for the purchase of 0.5 Mt/y of LNG from the Cameron gas terminal in Louisiana over a 10-year period starting from the date of commissioning of train 1, scheduled for 2018.

 

2.2.1.2.

Long-term Group LNG sales

TOTAL has signed agreements for the sale of LNG from the Group’s global LNG portfolio:

InSpain, TOTAL signed an LNG sales agreement with Cepsa Gas Comercializadora (CGC). Under this agreement, TOTAL supplies 0.74 Mt/y to CGC over a 17-year period starting from 2006.

InChina, TOTAL signed an LNG sales agreement with China National Offshore Oil CompanyCorporation (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.

InSouth Korea, TOTAL signed an LNG sales agreement in 2011 with Kogas. Under this agreement, TOTAL will deliver up to 2 Mt/y of LNG to Kogas between 2014 and 2031.

 

 

2014 Form 20-F TOTAL S.A.31

 

(1) 

Company data, based on upstream and downstream LNG portfolios in 2013.2014.

(2) 

Exploration & Production is in charge of the Group’s natural gas liquefaction and production operations.

32TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

B.2. Upstream Segment

 

InJapan, TOTAL signed an LNG sales agreement in 2011 with Inpex. Under this agreement, TOTAL will deliver up to 0.2 Mt/y of LNG to Inpex over a 15-year period. Deliveries are expected to start in 2017.

InSingapore, TOTAL signed an LNG sales agreement in 2014 with Pavilion. Under this agreement, TOTAL will supply up to 0.7 Mt/y of LNG to Pavilion from 2018 over a 10-year period, as well as several cargoes before 2018. This agreement is subject to Pavilion obtaining an import license.

2.2.1.3.

LNG shipping

With regard to LNG transport operations, TOTAL has been the direct long-term chartererusing since 2004 of the Arctic Lady,2006 a 145,000 m3 capacity LNG vessel that ships TOTAL’stanker, the Arctic Lady, under a long-term charter, to ship its share of production from the Snøhvit liquefaction plant in Norway. In late 2011, TOTAL signed a secondlong-term contract for the chartering of a 165,000 m3 LNG vessel,tanker, the Meridian Spirit, (former Maersk Meridian), in order to strengthen its transport capacities with regard to its liftingpurchase commitments in Norway.Norway, as mentioned above.

The Group is also beginningcontinues to develop aits fleet. TOTAL signed a long-term charter agreement in April 2013 in this regard with SK Shipping and Marubeni for two 182,000180,000 m3 vessels.LNG tankers. The vessels will serve in fulfilling the purchase agreements of Total Gas & Power, including commitments relating to the Ichthys LNG project in Australia and the Sabine Pass project in the United States. These tankers, scheduled for delivery in 2017, will be among the largest to navigate the Panama Canal following its anticipated enlargementthe canal’s expansion due to be completed in 2015.

As of December 31, 2013, the Group held a 30% stake in Gaztransport & Technigaz (GTT), which focuses mainly on the design and engineering of membrane cryogenic tanks for LNG tankers. At year-end 2013, out of a worldwide tonnage estimated at 369 LNG vessels(1), 262 active LNG vessels were equipped with membrane tanks built under GTT licenses.Since then, TOTAL has sold a share of its entire stake in GTT through the initial public offering (IPO) of GTT’s shares on Euronext Paris at the end of February 2014. Excluding the over-allotment option, TOTAL’s residual stake2014 and through a direct sale agreement in GTT is 11.5%.December 2014.

Trading

2.2.2.Trading

In 2014, TOTAL continued in 2013 to pursue its strategy of developing 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 (withwith long-term contracts)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 access suppliers 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 offermarket its natural gas and LNG production directly to customers.

In parallel, theThe Group also has operations in electricity trading and the marketing of LPG as well as coal marketing.and coal. Furthermore, TOTAL began to markethas marketed the petcoke production ofproduced at the Port Arthur refinery (United States) in 2011.the United States since 2011 and a part of the petcoke produced at the Jubail refinery in Saudi Arabia since 2014.

Gas & Power’s trading teams, which are located in London, Houston, Geneva and Singapore, and conduct most of their business through the Group’s wholly-owned subsidiaries Total Gas & Power, Total Gas & Power North America and Total Gas & Power Asia.

 

2.2.2.1.

Gas and electricity

TOTAL hasTOTAL’s gas and electricity trading operations in Europe and North America with a view to sellingsell the Group’s production, and supplyingsupply its gas marketing subsidiaries in addition to supportingand support other Group activities.activities of the Group.

InEurope, TOTAL marketed 1,194911 Bcf (33.8(25.8 Bm3) of natural gas in 2013, including approximately 13.8% coming from the Group’s production,2014 compared to 1,194 Bcf (33.8 Bm3) in 2013 and 1,488 Bcf (42.1 Bm3) in 2012, and 1,500 Bcf (42.5 Bm3)including approximately 12.1% from its own production in 2011. In addition,2014. TOTAL marketed, mainlyalso supplied 44.8 TWh of electricity primarily from external resources in 2014, compared to 53.0 TWh of electricity in 2013 compared toand 53.3 TWh in 2012 and 24.2 TWh in 2011.2012.

InNorth America, TOTAL marketed 593 Bcf (16.8 Bm3) of natural gas from its own production or external resources in 2014, compared to 938 Bcf (26.6 Bm3of natural gas in 2013 compared toand 1,256 Bcf (36 Bm3) in 2012 and 1,694 Bcf (48 Bm3) in 2011.2012.

 

2.2.2.2.

LNG

TOTAL has LNG trading operations through spot sales and fixed-term contracts as described in“— Liquefied natural gas”, above. Since 2009, newin section 2.2.1. of this chapter. Major purchase agreements from the Qatargas 2 and Yemen LNG projects and new sale agreements in China, India, Japan and South Korea have substantially developedsignificantly helped develop the Group’s LNG marketing operations, particularly in Asia’s most buoyant markets.markets: China, India, Japan, and South Korea. 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.

In 2013,2014, TOTAL purchased 8987 contractual cargoes from Qatar, Yemen, Nigeria and Norway and 97 spot cargoes from France, Trinidad & Tobago and Nigeria, compared to, respectively, 89 and 9 in 2013 and 87 and 8 in 2012 and 99 and 10 in 2011.2012.

 

2.2.2.3.

LPG

TOTAL traded and sold approximately 5.65.5 Mt of LPG (butane and propane) worldwide in 2013,2014, compared to 5.6 Mt in 2013 and 6 Mt in 2012 and 5.7 Mt in 2011.2012. Approximately 23%20% of these quantities came from fields or refineries operated by the Group. LPG trading involved the use of 11 time-charters, representing 23310 time charters, 290 voyages were necessary in 2013,2014 to transport the negotiated quantities, of which 195 voyages were by TOTAL time charters, and approximately 6595 by spot charters.

 

2.2.2.4.

Coal

TOTAL marketed 8.5 Mt of coal inon the international market in 2014, the same quantity as in both 2013 and 2012, compared to 7.5 Mt in 2011.2012. More than 80%70% of this coal came from South Africa. Approximately 60%70% of the volume was sold in Asia, where coal is used primarily to generate electricity. The remaining volume was marketed primarily in Europe.

 

2.2.2.5.

Petcoke

TOTAL began to market the petcoke produced by the coker at the Port Arthur refinery in the United States in 2011. Approximately 1.21.3 Mt of petcoke was sold on the international market in 2013,2014, compared to 1.2 Mt in 2013 and 1.1 Mt in 2012, and 0.6 Mt in 2011, to cement plants and electricity producers mainly in India, Turkey, Mexico, Brazil Turkey, China, Dominican Republic and other Latin American countries.

MarketingIn 2014, TOTAL began to market the petcoke produced by the Jubail refinery in Saudi Arabia. Approximately 100 kt was sold mainly in the Asian market.

2.2.3.Marketing

To unlockconsolidate its position throughout the value fromchain and to leverage the synergies of the Group’s production,other activities, TOTAL ishas been developing an activity to market gas as well as electricity and coal marketing operations withto end usersconsumers 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 Belgium (formerly known as Total Gas & Power North Europe) inGermany, Belgium and Total Gas & Power Nederland B.V. in the Netherlands. These two subsidiaries started their operations in 2013.

In theUnited Kingdom, TOTAL markets gas and electricity to the industrial and commercial segments through its subsidiary Total Gas & Power Ltd. In 2013,2014, volumes of gas sold amounted to 135 Bcf (3.8 Bm3), compared to 142 Bcf (4.0 Bm3), compared to in 2013 and

32TOTAL S.A. Form 20-F 2014


Item 4 - B.2. Upstream Segment

146 Bcf (4.2 Bm3) in 2012 and 162 Bcf (4.6 Bm3) in 2011.2012. Sales of electricity totaled approximately 5.3 TWh in 2014, compared to 4.7 TWh in 2013 compared toand 3.9 TWh in 2012 and 4.1 TWh in 2011.2012.

(1)

Gaztransport & Technigaz data.

2013 Form 20-F TOTAL S.A.33


Item 4 - Business Overview

InFrance, TOTAL markets natural gas through its subsidiary Total EnergieÉnergie Gaz (TEGAZ), the overall sales of which were 95 Bcf (2.7 Bm3) in 2014, compared to 141 Bcf (4.0 Bm3) in 2013 compared toand 176 Bcf (5(5.0 Bm3) in 20122012. This decrease is a consequence of TEGAZ’s strategic repositioning on the SME market due to deteriorating margins and 208 Bcf (5.9 Bm3) in 2011.a more stringent regulatory environment. The Group also markets coal to its French customers through its subsidiary CDF Energie, with sales of approximately 0.7 Mt in 2014, compared to 0.81 Mt in 2013 compared toand 0.97 Mt in 2012 and 1.2 Mt in 2011.2012.

InSpain, TOTAL markets natural gas to the industrial and commercial segments through Cepsa Gas Comercializadora, in which it holds a 35% stake. VolumesIn 2014, volumes of gas sold amounted to 94 Bcf (2.7 Bm3), compared to 101 Bcf (2.9 Bm3) in 2013 and 2012 compared to 85 Bcf (2.4 Bm3) in 2011.2012.

InGermany, Total Energie Gas GmbH, TOTAL’s marketing subsidiary of TOTAL created in 2010, marketed 7624 Bcf (2.2(0.7 Bm3) of gas in 20132014 to industrial and commercial customers, compared to 14 Bcf (0.4 Bm3) in 2013 and 5 Bcf (0.15 Bm3) in 2012.

At the end of 2012, the Group enlarged its European marketing coverage by creating two marketing subsidiaries: Total Gas & Power inBelgium, and Total Gas & Power Nederland B.V. intheNetherlands. These two subsidiaries began to market natural gas to industrial and commercial customers in 2013, whereas the marketing of electricity has not yet started. The volume of gas supplied in 2014 was not substantial.

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.

Gas facilities

2.2.4.Gas facilities

TOTAL developsholds stakes in natural gas transport networks, gas storage facilities (both liquid and gaseous) and LNG re-gasification terminals downstream from its natural gas and LNG production.

 

2.2.4.1.

Natural gas transport, natural gas and LPG storage

InFrance, TOTAL, through its 29.5%28.05% direct stake in Géométhane, owns natural gas storage in a salt cavern in Manosque with a capacity of 10.5 Bcf (0.3 Bm3). A 7 Bcf (0.2 Bm3) increase in storage capacity is scheduled to be commissioned in 2018.

TOTAL completed in July 2013 the sale of its subsidiary TIGF (Transport Infrastructures Gaz France) to the consortium consisting of Snam, EDF and GIC. TIGF has gas transport activities in southwestern France and operates a transport network of 5,000 km of gas pipeline.

InSouth 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 holdsheld a 56.5% stake, successfully negotiated new contracts with all its customers.was sold in October 2014.

InIndia, TOTAL holds a 50% stake in South AsianAsia LPG Limited (SALPG), a company that operates an undergroundLPG import and underground 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 2013,2014, inbound vessels transported 9401,069 kt of LPG, compared to 940 kt in 2013 and 950 kt in 2012 and 850 kt in 2011.2012.

 

2.2.4.2.

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 (United States and Mexico), Europe (France and the United Kingdom), and Asia (India). This diversified market presence allows the Group to

access new liquefaction projects by becoming a long-term buyer of a portion of the LNG produced at these plants, thereby strengthening its LNG supply portfolio.

InFrance, TOTAL holds a 27.54% stake in the company Fosmax and has, through its subsidiary Total Gas & Power Ltd., are-gasification capacity of 7978 Bcf/y (2.25 Bm3/y). The terminal received fifty-three46 vessels in 2013,2014, compared to fifty-six53 in 20122013 and fifty-nine56 in 2011.2012.

In 2011, TOTAL acquired a 9.99% stake in Dunkerque LNG in order to develop a methane terminal project with a capacity of 459 Bcf/y (13 Bm3/y). Trade agreements have also been signed that allow TOTAL to reserve up to 2 Bm3/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 theUnited Kingdom, through its equity interest in the Qatargas 2 project, TOTAL holds an 8.35% stake in the South Hook LNG re-gasification terminal with a total capacity of 742 Bcf/y (21 Bm3/y) and an equivalent right of use to the terminal. In 2013,2014, the terminal re-gasified fifty-two67 cargoes, compared to sixty-eight52 in 20122013 and nearly one hundred68 in 2011.2012.

InMexico, TOTAL sold in 2011 its entire stake in the Altamirare-gasification terminal, but it retained ahas reserved 25% reservation of the terminal’s capacity (59of the Altamira re-gasification terminal,i.e., 59 Bcf/y or 1.7(1.7 Bm3/y), through its 25% stake in Gas del Litoral.

In theUnited States, TOTAL has reserved a re-gasification capacity of approximately 353 Bcf/y (10 Bm3/y) at the Sabine Pass terminal (Louisiana) forin Louisiana over a 20-year period ending in 2029. In 2012, the Sabine Pass terminal received the authorization to export LNG from four liquefaction trains, which involveswould involve converting there-gasification plants into liquefaction plants.plants in the future. As a result, TOTAL negotiated a modification to the conditions of the financial compensation withowed to Cheniere, the terminal’s operator, in relation to the commissioning of the successive liquefaction trains.trains for the reservation of re-gasification capacity.

InIndia, TOTAL holds a 26% stake in the Hazira terminal, where the natural gas re-gasification capacity was increased in 2013 to 244 Bcf/y (6.9 Bm3/y). The terminal, located on the west coast of India in the Gujarat state, is a merchant terminal with operations that cover both LNG re-gasification and gas marketing. Due to the Indian market’s strong prospects for growth, a potential expansion project is under study to increase the terminal’s capacity to 343 Bcf/y (9.7 Bm3/y) by 2018..

 

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.

InAbu Dhabi, the Taweelah A1 gas-fired power plant, which is owned by Gulf Total Tractebel Power CyCompany (20%), combines electricity generation and water desalination. The plant, in operation since 2003, currently has a net power generation capacity of 1,600 MW and a 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.

InNigeria, TOTAL and its partner,holds a stake in the state-owned Nigerian National Petroleum Corporation (NNPC), own interests in two gas-firedAfam VI power plant projects that arethrough its 10% interest in the Shell Petroleum Development Company (SPDC) joint venture. This plant is part of the government’s objectivesplan to develop power generation and increase the share of natural gas production for domestic use:use.

the Afam VI power plant, part of the Shell Petroleum Development Company (SPDC) joint venture in which TOTAL holds a 10% stake, is a 630 MW combined-cycle power plant that has been in operation since the end of 2010; and

34TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

the potential 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 (40%, operator).

InThailand, TOTAL owns 28% of Eastern Power and Electric Company Ltd, which operates the combined-cycle gas power

2014 Form 20-F TOTAL S.A.33


Item 4 - B.3. Refining & Chemicals Segment

plant in Bang Bo that haswith a capacity of 350 MW and has been 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

For nearly thirty years, TOTAL, through its subsidiary Total Coal South Africa (TCSA), has produced and exported coal from South Africa primarily to Europe and Asia. In 2013,2014, TCSA produced 4.33.3 Mt of coal.

TCSA owns and operates five mines in South Africa and continues to study other projects aimed at developing its mining resources.

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 TCSA holds a 4.8% interest.

In July 2014, TOTAL signed an agreement for the sale of TCSA with Exxaro, a mining company based in South Africa. The sale is pending approval of the relevant authorities. This transaction is expected to be finalized in 2015.

 

 

REFINING & CHEMICALSSEGMENT

3.REFINING & CHEMICALSSEGMENT

 

The Refining & Chemicals segment constitutes a large industrial group that encompasses refining, petrochemicals, and specialty chemicals operations. This segment was created on January 1, 2012,(1), following the reorganization of the Downstream and Chemical segments, also includes Trading & Shipping activities.

 

Refining & Chemicals

3.1.Refining & Chemicals

 

Refining & Chemicals includes the Group’s refining, petrochemicals and specialty chemicals businesses. The petrochemicals business includes base petrochemicals (olefins and aromatics) and polymer derivatives (polyethylene, polypropylene, polystyrene and polystyrene)hydrocarbon resins). The specialty chemicals business includes elastomer processing adhesives and electroplating chemistry. The volume of its Refining & Chemicals activities places TOTAL among the top ten integrated chemical producers in the world(2)(1).

Against the backdrop of rising worldwide demand for oil and petrochemicals driven by non-OECD countries and the entry of new capacities into the market, the strategy of Refining & Chemicals, in addition to the priority given to safety and environmental protection, involves:

 

adapting production capacity to changes in demand in Europe by concentrating investments on large integrated platforms;

consolidating industrial means of production and the searchsearching for opportunities for growth in the United States; and

strengthening TOTAL’s positions in Asia and the Middle East, in particular to gain access to advantaged oil and gas resourcesfeedstocks and to benefit from growth in the markets.market growth.

This strategy is underpinned by an effort to differentiate through the technology used and innovation found in its products and processes, and involveswhile pursuing asset portfolio management to focus on core businesses.

Since 2012, Refining & Chemicals has launched a comprehensive program to improve operational efficiency and to generate synergies between its refining and petrochemicals activities. In particular, four industrial priorities were set for the Refining & Chemicals activities:set: safety, availability of facilities, cost controlscontrol, and energy efficiency. These ongoing action plans, combined with the development projects on itsthe major integrated platforms, perimeter changes and the growth of Specialtyspecialty chemicals, have already boosted Refining & Chemicals’ results and should continue to improve the profitability of operations bywith the goal of making the most of Refining & Petrochemicals’the division’s assets.

In December 2014, TOTAL completed the divestment of its subsidiary CCP Composites (100%), a player in the composite resins segment. In June 2013, TOTAL completed the divestment of its Fertilizers activity (base chemicals)(Base Chemicals) in Europe, mainly through the sale of its

sale of all of its shares in GPN S.A. (100%), France’sa leading producer of nitrogen fertilizers in France, and in the Belgian company Rosier S.A. (56.86%)(3)(2).

Refining & PetrochemicalsOn February 2, 2015, TOTAL finalized the divestment of its wholly-owned subsidiary Bostik, specialized in adhesive chemicals, to the Arkema group. This divestment follows the offer received in September 2014. Bostik has approximately 4,900 employees over forty-eight production sites in the world and its sales were1.5 billion ($2 billion) in 2014.

3.1.1.Refining & Petrochemicals

TOTAL’s refining capacity was 2,0422,187 kb/d as of December 31, 2013,2014, compared to 2,042 kb/d at year-end 2013 and 2,048 kb/d at year-end 2012 and 2,096 kb/d at year-end 2011.2012. The Group’s worldwide refined products sales (including trading operations) in 20132014 were 3,4183,769 kb/d, compared to 3,4033,521 kb/d in 20122013 and 3,6393,561 kb/d in 2011.2012.

TOTAL has equity stakes in twenty-one refineries (including nine that it operates)operated by companies of the Group), located in Europe, the United States, the French West Indies, Africa, the Middle East and China.

The Refining & Chemicals sectorsegment manages the refining operations located in Europe (excluding the TotalErg joint venture TotalErg in Italy), the United States, the Middle East and Asia, with a capacity of 1,9532,098 kb/d at year-end 20132014 (i.e., 96% of the Group’s total capacity(4)(3)).

The petrochemicals businesses are located mainly in Europe, the United States, Qatar, South Korea and Saudi Arabia. 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.

The year 2013 saw2014 was marked by the end of the startup period of the first production at the SATORP refinerycomplex in Saudi Arabia.Arabia, now fully operational. Through this project, approved in 2009, the Group holds a stake, alongside Saudi Aramco, in one of the most competitive refining & petrochemicals platforms in the world.

Moreover, through its equity interest in Samsung Total Petrochemicals Co. Ltd (50%), which operates the Daesan petrochemical complex, TOTAL also announcedcompleted the construction of two new EVA(4) and aromatics production units in 2014.

Finally, in Europe, TOTAL continued to develop its major investment project launched in 2013 a major investment program to modernizeon the Antwerp platform in Antwerp, Belgium, and a project to adaptcompleted the petrochemicals platform in Carling, France, withmodernization of the goal of restoring competitiveness by 2016.

In 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.Normandy

 

 

 

(1)

As a result of the reorganization, certain information has been restated.

(2) 

Based on publicly available information, production capacities at year-end 2012.2013.

(2)(3)

The divestment did not include TOTAL’s interest in Grande Paroisse S.A., through which TOTAL has retained all liabilities related to the former activities of Grande Paroisse, and in particular those related to the AZF site in Toulouse.

(4)(3)

Earnings related to the refining assets in Africa, the French West Indies and the TotalErg joint venture are reported in the results of the Marketing & Services segment.

(4)

Ethylene and vinyl acetate copolymers.

 

201334TOTAL S.A. Form 20-F TOTAL S.A.352014


Item 4 - Business OverviewB.3. Refining & Chemicals Segment

platform in France with a new desulphurization unit that started up in August 2014. In February 2015, the Group announced a plan to adapt and secure the future of its Lindsey refinery in the United Kingdom.

 

3.1.1.1.

Europe

TOTAL is the largest refiner in Western Europe(1).

InWestern Europe, TOTAL’saccounts for 79% of the Group’s refining capacity, wasi.e., 1,736 kb/d at year-end 2014 and year-end 2013 compared to 1,742 kb/d at year-end 2012 and 1,787 kb/d at year-end 2011, accounting for 85% of the Group’s overall refining capacity. The decrease in 2012 was due primarily to the shutdown of the Rome refinery.2012. 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.

The Group’s main petrochemical sites are located in Belgium, in Antwerp (steam crackers, aromatics, polyethylene) and Feluy (polyolefins, polystyrene), and in France, in Carling (steam cracker, aromatics, polyethylene, polystyrene), Feyzin (steam cracker, aromatics), Gonfreville (steam crackers, aromatics, styrene, polyolefins, polystyrene) and Lavéra (steam cracker, aromatics, polypropylene). Western Europe accounts for 54%50% of the Group’s petrochemicals capacity,i.e., 10,909 kt at year-end 2014 compared to 10,899 kt at year-end 2013 compared toand 11,803 kt at year-end 2012 and 11,013 kt at year-end 2011.2012. The decrease in 2013 was due essentially to the closure of one steam cracker in Antwerp. The

InFrance, the Group owns five refineries and continues to adapt its refining capacities by shifting the production emphasis to diesel and improving operational efficiency against the backdrop of a structural decline in the demand for petroleum products in Europe and an increase in 2012 was due mainly to the acquisition of 35% of Fina Antwerp Olefins.gasoline surpluses.

InFrance, the Group owns five refineries and continues to adapt its refining capacities by shifting the production emphasis to diesel and improving operational efficiency against the backdrop of a structural decline in the demand for petroleum products in Europe and an increase in gasoline surpluses.

The Group has been implementingimplemented its industrial plan intended to reconfigure the Gonfreville refinery in Normandy, France, since 2009. The project is intendedbetween 2009 and 2014 to upgrade the refinery and shift the production emphasis to diesel. For this purpose, the investments resulted in reducing 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. Most of the new configuration was rolled out at the beginning of 2013 after a major complete shutdown of the refinery. The complete project is expected to be finalized by mid-2014was completed in August 2014 with the startup of a new diesel desulfurization unit. Lastly, in November 2014, the Group announced a project to modernize the specialties production scheme of the Normandy complex, including a decrease in the base oils production capacity and an investment in the linear polyethylene (LPE) production line.

In parallel,At the same time, the project to modernize petrochemical operations on the Normandy platform’s petrochemical operationsplatform was completed in early 2012. This project improved the energy efficiency of the steam cracker and the high-density polyethylene unit.

In petrochemicals, the Group announced an investment plan in September 2013 an investment plan for the Carling platform in Lorraine, France, to adapt its capacity and restore its competitiveness. The project provides for the development of new hydrocarbon resin and polymer production activities and the shutdown of the steam cracking activity in the second half of 2015.

 

InBelgiumGermany, TOTAL holds equity stakes in the Group announced in May 2013 the launch of a major project to modernize its Antwerp platform. This project consists of two parts:Leuna (100%) and Schwedt (16.7%)(2) refineries.

In petrochemicals, in February 2015, the Group acquired the majority stake in Polyblend, a German manufacturer of polyolefin compounds used in the automotive industry. This acquisition will enable synergies to be developed with the Carling site, located 150 km away.

InBelgium, the Group announced the launch of a major project in 2013 to modernize its Antwerp platform. This project consists of two parts:

 ¡ 

the construction of new conversion units in response to the shift in demand towards lighter oil products with a very low sulfur content; and

 ¡ 

the construction of a new unit to convert part of the combustible gases recovered from the refining process into raw materials for petrochemical units.

TheAs part of this modernization plan, also provides for the shutdown of two of the site’s oldest production units: oneunits were shut down: a steam cracker in 2013 and a polyethylene production line by the end ofin November 2014.

TOTAL built a new unit in Feluy, that is startingwhich started up in 2014, in order to producethat produces latest-generation expansibleexpandable polystyrene for the fast-growing insulation market.

Moreover, in 2012, TOTAL acquired 35% of Fina Antwerp Olefins, thus becoming the sole owner of Europe’s second largest base petrochemicals (monomers) production plant(2)(3)., renamed Total Olefins Antwerp.

 

In theUnited Kingdom, the commissioning in 2011 of the hydrodesulfurization (HDS) unit at the Lindsey refinery allowed the refinery to increase its crude processing flexibility (up to 70% of high-sulfur crudes, compared to 10% previously) and its low-sulfur diesel production.

In theUnited Kingdom, in February 2015, TOTAL launched a plan to adapt and secure the future of its Lindsey refinery. In addition to shutting down one of the two crude distillation units and associated units, which will reduce its capacity by 5 Mt/y, the plan entails revamping the conversion block, adapting logistics operations and simplifying the refinery’s organization. The initial outlay will be $50 million, followed by an investment of $220 million over the next five years for maintenance and other improvements required to comply with changing regulations.

In 2013, TOTAL decided to shut down its 70 kt/yeary polystyrene production site at Stalybridge, while continuing its commercial activity for polymerspolymers.

InItaly, TotalErg (49%) holds a 24.45% stake in the United Kingdom.Trecate refinery. The Rome refinery, which was wholly-owned by TotalErg, was converted into a depot in 2012.

InItaly, TotalErg (49%) holds a 24.45% stake in the Trecate refinery. The Rome refinery, which was wholly-owned by TotalErg, was turned into a depot in 2012.

 

3.1.1.2.

North America

The Group’s main sites are located in Texas, in Port Arthur (refinery, steam cracker), Bayport (polyethylene) and La Porte (polypropylene), and in Louisiana, in Carville (styrene, polystyrene).

In 2011, TOTAL completed a program to upgrade the Port Arthur refinery that included the construction of a desulfurization unit, a vacuum distillation unit, a deep-conversion unit (or coker) and other associated units. This modernization allows the refinery to process more heavy and high-sulfur crudes and to increase production of lighter products, in particular low-sulfur distillates.

TOTAL and BASF purchased in 2011 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 locatedLocated on the same site in Port Arthur.Arthur, TOTAL wholly owns a 169 kb/d capacity refinery as well as a 40% stake in a steam cracker (BASF Total Petrochemicals, BTP). The Group is working to strengthen the synergies between these two plants.

Furthermore, asThe new pipeline connecting the Port Arthur refinery with the Sun terminal in Nederland was commissioned in 2014, allowing easy access to all domestic crudes, at an advantage compared with the international market.

As a result of the investmentinvestments made to adapt its furnaces and build a tenth ethane furnace, which was commissioned in March 2014,

2014 Form 20-F TOTAL S.A.35

(1)

Based on publicly available information, 2013 refining capacities.

(2)

End 2014, the Group signed a memorandum of understanding to sell this stake in the Schwedt refinery.

(3)

Based on publicly available information, capacities at year-end 2013.


Item 4 - B.3. Refining & Chemicals Segment

the BTP cracker has, since April 2013, beenis now able to produce almost 40%more than 1 Mt/y of its ethylene, including more than 85% from advantaged feedstock (mainly ethane, and 40% from butane and propane, which allows it to benefitbutane). BTP thus benefits from favorable market conditions in the United States. The ongoingFurthermore, TOTAL has initiated studies regarding the construction of a new ethane-burning furnace will increaseethane steam cracker on the Port Arthur site, in synergy with the refinery and BTP steam cracker’s production capacity by almost 15%cracker. The investment decision is expected to be made in 2014.2016.

 

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.

InSaudi Arabia, the joint venture Saudi Aramco Total Refining and Petrochemical Company (SATORP) was, created in 2008 by TOTAL (37.5%) and Saudi Aramco (Saudi Arabian Oil Company, 62.5%) in order to build, built and operates a 400 kb/d refinery in Jubail. Saudi Aramco plans to retain a 37.5% interest in SATORP, with the remaining 25%

(1)

Based on publicly available information, 2012 refining capacities and quantities sold.

(2)

Based on publicly available information, production capacities at year-end 2012.

36TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

expected to be listed on the Saudi stock exchange. Most of the differentvarious units of SATORP were gradually commissioned in 2013 and the commercial exports of petroleum products started in September 2013. AllThe startup phase was successfully completed in the refiningfirst half of 2014 and petrochemicals units should be operational by the end of first quarter 2014. Production is expected to reachproduction reached full capacity around inmid-2014.

The configuration of this refinery is designed for processing heavy crudes produced in Saudi 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.

InChina, TOTAL holds a 22.4% stake in WEPEC, a company that operates a refinery located in Dalian and that also produces polypropylene.

The Group is also active through its 200 kt/y capacity polystyrene plant in Foshan (Guangzhou region),in the capacity of which doubled to 200 kt/y at the beginning of 2011.Guangzhou region. A new polystyrene compounds unit started up on this site in the first quarter of 2013. In September 2014, TOTAL also successfully began the construction ofproduction on a new 200 kt/y polystyrene plant in Ningbo in the Shanghai region, with production scheduledregion.

Finally, TOTAL is continuing to start upstudy a project in the second half of 2014.Inner Mongolia to produce polyolefins from coal (refer to “— 3.1.1.8.1. Coal to polymers”, below).

InSouth Korea, TOTAL holds a 50% stake in Samsung Total Petrochemicals Co., Ltd. (STC), which operates the petrochemical site locatedcomplex 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 in order to bring 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 addition, toTo keep up with growth in the Asian markets, two major construction projects are under construction for planned start-upwere completed in 2014: 2014, thereby doubling the site’s capacity compared to 2011. The following two units were thus started up successfully in February and July 2014, respectively:

a new EVA unit with about 240 kt/y EVA(1) unitcapacity; and

a new aromaticaromatics unit with a capacity of 1.5 Mt/y of paraxylene and benzene, the raw material of which will beis supplied by a new condensate splitter that will also produceproduces kerosene (1.5 Mt/y) and diesel (1.0 Mt/y). As a result, the

The site’s paraxylene production capacity will be increased as a result of these new units to 1.8 Mt/y. Together, these projects are

In November 2014, Samsung, which holds a 50% stake in STC, announced the divestment of 81% of its interest in the SGC company, which holds of its interest in STC. This divestment is

expected to doublebe completed by mid-2015. The Group does not expect this transaction to have a material impact on the production capacity of the site between 2011 and 2015.joint venture’s operations.

InQatar, the Group holds interests(2)(1) in two ethane-based steam crackers (Qapco, RLOC)Ras Laffan Olefin Cracker (RLOC)) and four polyethylene lines (Qapco, Qatofin), including the Qatofin linear low-density polyethylene plant in Messaied with a capacity of 450 kt/y operated by Qatofin in Messaied and a new 300 kt/y low-density polyethylene line operated by Qapco, which started up in 2012.

TOTAL holds a 10% stake in the Ras Laffan condensate refinery, which has a capacity of 146 kb/d. PlansThe construction project to double the refinery’s capacity were approvedstarted in April 20132014 and areis expected to be completed in 2016. The project also includes the construction of a new diesel hydrogenationhydrotreating unit, scheduled to come on-streamwhich was commissioned in May 2014.

InSingapore, the Group sold its 95 kt/y capacity polystyrene production site in November 2014.

3.1.1.4.

Crude oil refining capacity

The table below sets forth TOTAL’s daily crude oil refining capacity(3)(a):

 

As of December 31, (kb/d)  2013   2012   2011   2014   2013   2012 

Nine refineries operated by Group companies

      

Nine refineries operated by Group companies:

      

Normandy (100%)

   247     247     247     247     247     247  

Provence (100%)

   153     153     153  

Provence-La Mède (100%)

   153     153     153  

Donges (100%)

   219     219     219     219     219     219  

Feyzin (100%)

   109     109     109     109     109     109  

Grandpuits (100%)

   101     101     101     101     101     101  

Antwerp (100%)

   338     338     338     338     338     338  

Leuna (100%)

   227     227     227     227     227     227  

Lindsey — Immingham (100%)

   207     207     207     207     207     207  

Port Arthur (100%)

   169     169     169  

Port-Arthur (100%)

   169     169     169  

Subtotal

   1,770     1,770     1,770     1,770     1,770     1,770  

Other refineries in which the Group has equity stakes(a)(b)

   272     278     326     417     272     278  

Total

   2,042     2,048     2,096     2,187     2,042     2,048  

 

(a) 

Capacity data based on refinery process unit stream-day capacities under normal operating conditions, less the impact of shutdown for regular repair and maintenance activities averaged over an extended period of time.

(b)

TOTAL’s share in the eleventwelve refineries in which TOTALit has equity stakes ranging from 10% to 55% (one each in the Netherlands, in Germany, in China, in Qatar, inSaudi Arabia, Italy and in Martinique and five in Africa). Rome refinery shutdownIn September 2014, TOTAL signed an agreement to sell its 50% stake in 2012.The SATORP platform at JubailSociété Anonyme de la raffinerie des Antilles (SARA) in Saudi Arabia (TOTAL, 37.5%), that was inMartinique. This transaction is subject to the processapproval of starting up on December 31, 2013, was not taken into account in the above table of capacities. In 2014, once entirely operational, TOTAL’s share of capacity in the refinery will be 145 kb/d.relevant competition authorities.

 

3.1.1.5.

Refined products

The table below sets forth by product category TOTAL’s net share of refined quantities produced at the Group’s refineries(a):

 

(kb/d)  2013   2012   2011   2014   2013   2012 

Gasoline

   340     351     350     344     340     351  

Aviation fuel(b)

   146     153     158     148     146     153  

Diesel and heating oils

   739     734     804     787     739     734  

Heavy fuels

   133     160     179     134     133     160  

Other products

   322     338     335     329     322     338  

Total

   1,680     1,736     1,826     1,742     1,680     1,736  

 

(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.

 

 

36TOTAL S.A. Form 20-F 2014

 

(1)

Ethylene and vinyl acetate copolymers.

(2)

TOTAL interests: Qapco (20%); Qatofin (49%); Ras Laffan Olefin CrackerRLOC (22.5%).

(3)

Capacity data based on refinery process unit stream-day capacities under normal operating conditions, less the impact of shutdown for regular repair and maintenance activities averaged over an extended period of time.

2013 Form 20-F TOTAL S.A.37


Item 4 - Business Overview

B.3. Refining & Chemicals Segment

3.1.1.6.

Utilization rate

The tables below(1) set forth the utilization rate of the Group’s refineries(1):refineries:

 

On crude and other feedstock(a)(b)  2013 2012 2011   2014 2013 2012 

France

   78  82  91   77  78  82

Rest of Europe(c)

   87  88  78   88  87  88

Americas

   100  99  81   106  100  99

Asia and Middle East

   75  67  67

Asia and the Middle East

   50  75  67

Africa

   78  75  80   77  78  75

Average

   84%   86%   83%    81%   84%   86% 

 

(a) 

Including equity share of refineries in which the Group has a stake.

(b) 

Crude + crackers’ feedstock/capacity and distillation at the beginning of the year.

(c)

Including CEPSA (for first seven months of 2011) and TotalErg.year (2014: SATORP’s capacity included from January 1).

On crude(a)(b)  2013 2012 2011   2014 2013 2012 

Average

   80%   82%   78%    77%   80%   82% 

 

(a) 

Including equity share of refineries in which the Group has a stake.

(b) 

Crude/distillation capacity at the beginning of the year.year (2014: SATORP’s capacity included from January 1).

 

 

3.1.1.7.

Petrochemicals: breakdown of TOTAL’s main production capacities

 

  2013   2012   2011   2014   2013   2012 
As of December 31, (in thousands of tons)  Europe   North
America
   Asia and
Middle East(a)
   Worldwide   Worldwide   Worldwide   Europe   North
America
   Asia and
Middle East
(a)
   Worldwide   Worldwide   Worldwide 

Olefins(b)

   4,939     1,295     1,420     7,654     8,039     7,097     4,949     1,345     1,498     7,791     7,654     8,039  

Aromatics(c)

   2,893     1,512     1,230     5,635     5,795     5,730     2,893     1,512     2,368     6,773     5,635     5,795  

Polyethylene

   1,200     445     644     2,289     2,239     2,094     1,120     445     773     2,338     2,289     2,239  

Polypropylene

   1,345     1,200     350     2,895     2,875     2,835     1,350     1,200     400     2,950     2,895     2,875  

Polystyrene

   522     700     308     1,530     1,595     1,555     597     700     508     1,805     1,530     1,595  

Other(d)

             63     63     358     358               63     63     63     358  

Total

   10,899     5,152     4,014     20,065     20,900     19,668     10,909     5,202     5,609     21,720     20,065     20,900  

 

(a) 

Including interests in Qatar, and 50% of Samsung Total Petrochemicals Co., Ltd. capacities. Theand 37.5% of SATORP platform at Jubail in Saudi Arabia (TOTAL, 37.5%), that was in the process of starting up on December 31, 2013, was not taken into account in the above table of capacities. In 2014, once entirely operational, TOTAL’s share of capacity in the plant will be 390 kt (75 kt of olefins and 315 kt of aromatics).Arabia.

(b) 

Ethylene + propylene and+ butadiene.

(c) 

Including Monomermonomer Styrene.

(d)

Mainly Monoethylene Glycolmonoethylene glycol (MEG) and Cyclohexane.cyclohexane.

 

3.1.1.8.

Development of new avenues for the production of fuels and polymers

In addition to optimizing existing processes, TOTAL is exploring new ways for valorizingmonetizing carbon resources, conventional or otherwise (natural gas, coal, biomass, waste). A number of innovative projects are being examined that entail defining access to the resource (nature, location, supply method, transport), the nature of the molecules and target markets (fuels, lubricants, petrochemicals, specialty chemicals), and the most appropriate, efficient and environmentally-friendly conversion processes.

 

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 targeted market (e.g., fuels through Fischer-Tropsch process, methanol, or syngas), particularly in terms of energy optimization, water consumption and carbon capture.

TOTAL is studying a coal-to-olefin (CTO) conversion project that would be located in Inner Mongolia in China in partnership with the China Power Investment Corporation utility company. This project, with a capacity of about 800 kt/y of olefins, would use the innovative methanol-to-olefins/olefins cracking process (MTO/OCP), which the Group successfully tested in 2013 on a demonstration unit at Feluy, Belgium. The Chinese authorities gave their initial approval of the project in November 2013. The project anticipates submitting its environmental impact assessment to the Ministry of the Environment mid-2015, followed by the start of its FEED studies.

3.1.1.8.2.

Natural gas to liquids

TOTAL continues to develop its know-how in the conversion of natural gas to fuel. For large-scale projects (more than 10 kboe/d), TOTAL is consolidating its know-how in the most efficient conversion processes and is contributing to the developmentstudying innovative potential routes of innovative solutions, in particular by developing new Fischer-Tropsch catalysts.gas monetization. TOTAL is also conducting research into small-scale concepts, such as torchedflared gas solutions.

 

Coal to polymers3.1.1.8.3.

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 is studying a coal to olefin (CTO) conversion project in partnership with the China Power Investment utility company that would be located in Inner Mongolia (China). This 800 kt/y olefins project would use the innovative Methanol-to-Olefins process (MTO/OCP), which has been successfully tested in 2013 on a demonstration unit at Feluy, Belgium. Following the approval from the Chinese authorities in November 2013, a detailed study has been launched.

In parallel, TOTAL is pursuing a program to develop new carbon capture and storage technologies in order to reduce the environmental footprint of the Group’s industrial projects based on fossil energy. In partnership with the 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.

(1)

Ras Laffan refinery contribution (Middle East) included in utilization rates from 2013.

38TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

Biomass to polymers

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 polylactic 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. Several projects are under study based on these technologies.

 

3.1.1.8.4.

Biomass to fuels

In Europe, TOTAL produces biofuel, namely hydrogenated vegetable oils for incorporation into diesel, and ether produced from ethanol and isobutene for incorporation into gasoline.

TOTAL is a member of the BioTFuel consortium, the objective of which is to develop a chain for converting lignocellulose into fungible, sulfur-free liquid products through gasification and synthesis using the Fischer-Tropsch process. To benefit from economies of scale, it is envisaged to convert lignocellulosic feedstock into a blend with fossil fuel resources. This development

2014 Form 20-F TOTAL S.A.37

(1)

NB: Ras Laffan refinery contribution is included in utilization rates from 2013.


Item 4 - B.3. Refining & Chemicals Segment

involves an initial pilot demonstration phase.phase located on the Dunkirk site in France for which construction was started in September 2014.

In 2013,2014, the Group incorporated:

 

o 

in gasoline, 549473 kt of ethanol(1) at its European refineries and several oil depots(2), compared to 531 kt in 2012 and 494 kt in 2011(3); and

o 

in diesel, 1,9511,800 kt of VOME or HVO(4)(3) at its European refineries and several oil depots(5), compared to 1,927 kt in 2012 and 1,859 kt in 2011(3)(2).

Specialty chemicals

3.1.2.Specialty chemicals

The specialty chemicals businesses include elastomer processing (Hutchinson), adhesives (Bostik) and electroplating chemistry (Atotech). They primarily serve the automotive, construction, electronics, aerospace and convenience goods markets, for which marketing strategy, 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 Developmentsustainable development approach.

In 2013,2014, consolidated worldwide sales of specialty chemicals activities (excluding Resins)Bostik) totaled5.74.4 billion stable($5.9 billion), a 6% increase compared to 20122013 and up 7% compared to 2011.2012.

The Cray Valley coating resins and Sartomer photocure resins businesses were divestedOn February 2, 2015, TOTAL finalized the divestment of its wholly-owned subsidiary Bostik, specialized in 2011. However,adhesive chemicals, to the structural and hydrocarbon resins business lines were kept and have been incorporated intoArkema group. This divestment follows the Polymer division.offer received from Arkema in September 2014. Bostik counts approximately 4,900 employees over forty-eight global production sites with sales of1.5 billion ($2 billion) in 2014.

 

3.1.2.1.

Elastomer processing

Hutchinson manufacturesdesigns and markets products derived from elastomer processing that are principally intended forprovides innovative and tailor-made solutions to support automotive and aircraft manufacturers and major industries (defense, energy) across the automotive, aerospace and defense industries.

world. Among the industry’s leaders worldwide(6), Hutchinson provides its customers with innovative solutions in the areas of fluid transfer, aircompany mainly develops anti-vibration and fluid seals, anti-vibration, soundmanagement systems as well as sealing solutions that combine performance and thermal insulation, and transmission and mobility.energy efficiency.

Hutchinson has eighty-fourmore than ninety production sites worldwide, including fifty-six in Europe, seventeen in North America, six in Asia, four in South America and one in Africa.28,900 employees across the world to cater to its customers.

Hutchinson’s sales in 2013 were3.283.5 billion in 2014 ($4.6 billion), up 3%6% compared to 2012. Despite the difficulties experienced by the European automotive sector, sales for the automotive business increased by 5%2013.

This growth was due to the growthstrong performance of the world’s automotive markets, especially German and Asian manufacturers. In July 2013, Hutchinson entered into a joint venture with the Japanese company, Nichirin, in the automobile brake hose segment at Palamos in Spain.

In 2014, Hutchinson also performed well on its other markets, particularly civil aeronautics and North American markets and increased market share in Europe. On the industrial markets, sales increased by 1%, mainly due to the increased sales on the civil aerospace that offset contraction of the defense markets.

helicopters. To strengthenconsolidate its position, in the aerospace industry, Hutchinson acquired Kaefer in 2011, a German company specializing in aircraft interior equipment (e.g., insulation, ventilation ducts) and the Canadian company Marquez specializing in air-conditioning circuits at the end of 2012. In the automotive sector,2012, Hutchinson acquired Keum-Ah in 2011,Marquez, a South Korean

Canadian company specializing in fluid transfer systems. Hutchinson closedcomposite air-conditioning circuits. Moreover, to enhance its product portfolio for the Oyartzun production plant in Spain at the end of 2012.

In July 2013, Hutchinson divested 30% of its automobile brake hose business in Spain (Palamos) through the creation of a joint venture with Japanese company Nichirin, one of the world leaders in this segment. Elsewhere, in July 2013,oil and gas industry, Hutchinson acquired Gasket International in July 2013, a company based in Italy and China, whichthat specializes in the production of sealing parts for valvesvalves.

Since 2014, all Hutchinson entities that previously operated under twenty-six different brand names have been marketed under a unique Hutchinson brand name for the oilgreater consistency and gas industry.

Hutchinson continues to develop in strong growth potential markets and among the most dynamic and 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.

Adhesives

Bostik is one of the world leaders in the adhesive sector and has significant positions on the industrial, hygiene and construction markets, complemented by both consumer and professional distribution channels.

Bostik has forty-six production sites worldwide, including eighteen in Europe, nine in North America, eight in Asia, six in Australia-New Zealand, three in South America and two in Africa.

Sales were1.51 billion in 2013, a decrease of 3% compared to 2012.

Bostik continues to strengthen its technological positions in the construction and industrial sectors, pursue its program for differentiation focused mainly on an offering of innovative bonding solutions, continue its expansion in high-growth countries and improve its operational performance.

Consequently, following the start-up of a new production unit in Egypt and the opening of a new technology center for Asia in Shanghai in 2012, Bostik inaugurated in 2013 a new production unit in Changshu, China, which will ultimately become Bostik’s largest production plant in the world.

visibility.

 

(1)3.1.2.2.

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).

(6)

Based on publicly available information, 2013 consolidated sales.

2013 Form 20-F TOTAL S.A.39


Item 4 - Business Overview

Bostik continued to rationalize its industrial base in 2013 with the shutdown of production in Dublin, Ireland, Barcelona, Spain, Lisbon, Portugal and Zhuhai, China. A workshop was also shut down in Leicester, United Kingdom.

Finally, in 2013, Bostik launched its new visual identity, designed to transform Bostik into a more visible worldwide brand that will gradually replace some forty local brands.

Electroplating

Atotech is the leading company in the electroplating sector based on worldwide sales(1)(4). It is active in the markets for electronics (printed circuits, semiconductors) and general surface treatments (automotive, construction, furnishing).

Atotech has seventeen production sites worldwide, including seven in Asia, six in Europe, three in North America and one in South America.

SalesThe company’s sales totaled0.890.95 billion in 2013, a decrease of 8%2014 ($1.3 billion), up by 7% compared to 2012, mainly2013, primarily due to the slumpgrowth in the sales of electroplating

equipment andfor the divestment of a commodities reselling activities (anodes).electronics market.

In 2013,2014, Atotech successfully continued to pursuepursued its strategy designed to differentiate its products through a comprehensive service provided to its customers in terms of equipment, processes, design of facilities 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.

Atotech intends to continue to grow in Asia, which already represents approximately 67% of its global sales.

In order to strengthen its position in the electronics market, Atotech started up a newplans to increase and modernize its production unit in 2011 aimed at the semiconductors market in Neuruppin (Germany) and acquired adhesive technologies (molecular interfaces) in the nanotechnology sector in the United States. In addition, a new equipment production site is expected to be opened in China in the third quarter of 2014.

Atotech intends to continue to developcapacity in Asia which already represents approximately 65%with two major projects in Malaysia and China. By relocating production as close as possible to its markets, these two projects are also part of its global sales.cost-cutting strategy.

3.2.Trading & Shipping

 

Trading & Shipping

focuses on serving the Group by:

 

Trading & Shipping’s main focus is serving the Group, and its activities primarily involve:

selling and marketing the Group’s crude oil production;

providing a supply of crude oil for the Group’s refineries;

importing and exporting the appropriate petroleum and refined products for the Group’s refineries to be able to adjust their production to the needs of local markets;

chartering appropriate ships for these activities; and

undertaking trading on various derivatives markets.

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 European Trading, Atlantique S.A. and Chartering & Shipping Services S.A.

Trading

38TOTAL S.A. Form 20-F 2014

(1)

Including ethanol from ETBE (ethyl-tertio-butyl-ether) and biomethanol from bio-MTBE (methyl-tertio-butyl-ether), expressed in ethanol equivalent and biomethanol. Reference for bio content of ETBE and bio-MTBE is the EU Renewable Energy Directive.

(2)

Zeeland refinery included (TOTAL share).

(3)

VOME: vegetable-oil-methyl-ester. HVO: hydrotreated vegetable oil.

(4)

Based on publicly available information, 2014 consolidated sales.


Item 4 - B.3. Refining & Chemicals Segment

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. Trading of physical volumes of crude oil and refined products amounted to 4.9 Mb/d in 2014.

The table below sets forth selected information for each of the past three years 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 2013.sales.

 

 

Trading’s crude oil sales and supply and refined products sales(a)

 

(kb/d)  2013   2012   2011   2014   2013   2012 

Group’s worldwide liquids production

   1,167     1,220     1,226     1,034     1,167     1,220  

Purchased by Trading from Exploration & Production

   916     976     960     791     916     976  

Purchased by Trading from external suppliers

   1,994     1,904     1,833     2,227     1,994     1,904  

Total of Trading’s supply

   2,910     2,880     2,793     3,018     2,910     2,880  

Sales by Trading to Refining & Chemicals and Marketing & Services segments

   1,556     1,569     1,524     1,520     1,556     1,569  

Sales by Trading to external customers

   1,354     1,311     1,269     1,498     1,354     1,311  

Total of Trading’s sales

   2,910     2,880     2,793     3,018     2,910     2,880  

Total of Trading’s refined products sales

   1,628     1,608     1,632     1,854     1,628     1,608  

 

(a) 

Including condensates.

 

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 adjustwith the aim of adjusting its exposure to fluctuations in the price of crude oil and refined products. These transactions are entered into with various counterparties.

For additional information concerning derivatives transactions by Trading & Shipping, see Notes 30 (Financial instruments related to

commodity contracts) and 31 (Market risks) to the Consolidated Financial Statements.

All of TOTAL’s tradingTrading activities are subject to strict internal controls and trading limits.

In 2013, the global oil market was balanced and oil prices fell slightly from 2012. Crude oil prices were subject to increased backwardation(2). Crude oil prices in North America benefited from a significant reduction in the price spread between the crude

 

 

         2014   2013   2012   2014/13   min 2014   max 2014 

Brent ICE — 1st Line(a)

   ($/b)     99.45     108.70     111.68     -8.5%     57.33     (Dec 29)     115.06     (Jun 19)  

Brent ICE — 12th Line(b)

   ($/b)     98.30     103.04     106.66     -4.6%     65.50     (Dec 16)     109.19     (Jun 24)  

Backwardation time structure (12th — 1st)

   ($/b)     1.15     5.67     5.01     -79.7%     7.00     (Jun 13)     -8.37     (Dec 30)  

WTI NYMEX — 1st Line(a)

   ($/b)     92.91     98.05     94.15     -5.2%     53.27     (Jun 24)     107.26     (Jan 02)  

WTI vs. Brent 1st Line

   ($/b)     -6.54     -10.66     -17.53     -38.7%     -14.95     (Jan 13)     1.11     (Nov 27)  

Gasoil ICE — 1st Line(a)

   ($/t)     840.09     918.98     953.42     -8.6%     512.25     (Dec 30)     940.75     (Jan 01)  

ICE Gasoil vs ICE Brent

   ($/b)     13.31     14.65     16.30     -9.1%     6.85     (Jun 12)     18.00     (Nov 28)  

VLCC Ras Tanura Chiba — BITR(c)

   ($/t)     13.32     11.83     12.82     12.7%     8.98     (May 30)     22.64     (Dec 17)  

 

(1)(a)

Based1st Line: prices on publicly available information, 2013 consolidated sales.ICE (Intercontinental Exchange) or NYMEX (New York Mercantile Exchange) Futures for delivery in month M+1.

(b)

12th Line: prices on ICE Futures for delivery in month M+12.

(c)

VLCC: Very Large Crude Carrier. BITR: Baltic International Tanker Routes.

In 2014, the activities of Trading were affected by the economic environment and the world oil market situation as described below.

The increasing surplus supply in the world oil market led to a steady drop in prices from mid-year, decreasing by more than 40% by the end of December. The surplus caused crude prices to flip from backwardation(1) in the first half of the year to contango thereafter. The surplus resulted from continued strong growth in North American oil production in 2014, which substantially outstripped weak growth in global oil demand. North America accelerated the construction of infrastructure (pipelines and rail networks) to move rising supply from the center of the continent and the southwest of Texas to refineries located on the American coast of the Gulf of Mexico and the east coast of the United States.

In a less favorable world economic context, the growth in world demand for oil slowed from +1.2 Mb/d(2)in 2013 to +0.5 Mb/d(2) in 2014, due notably to slower growth in natural gas liquids (NGL) demand in the United States and slower growth in demand for

gasoil east of the Suez and in Europe, as well as the slowdown in the growth in demand for gasoline in the United States and the Middle East. Demand for fuel oil continued its decline both in onshore uses and in marine bunkers. The wave of extreme cold that gripped North America in the first quarter of 2014 stimulated demand for heating oil but depressed demand for other products (notably NGL) as the cold-snap slowed economic activity. In Europe, the mild temperatures recorded in the first quarter of 2014 decreased heating oil consumption. The slowdown in economic activity and the drop in coal mining and related transportation of coal led to a decline in the use of diesel in China. In the Middle East, diesel and gasoline consumption fell as the conflict in northern Iraq interrupted supply to local consumers.

Estimated global oil supply increased to +1.6 Mb/d in 2014 compared to +0.6 Mb/d in 2013. Non-OPEC production grew by approximately +1.9 Mb/d, with an increase of +1.6 Mb/d in North America (United States, Canada and Mexico), +0.2 Mb/d in Latin America, and +0.1 Mb/d in the North Sea. In the other regions,

2014 Form 20-F TOTAL S.A.39

(1) 

“Backwardation”Backwardation is a term used to describe an energy market in which the value of the spot, or prompt, price is higher than the value of the forward or futures contracts trading concurrently. The reverse situation is describedreferred to as “contango”.contango.

(2)
40

TOTAL S.A. Form 20-F 2013estimates.


Item 4 - Business Overview

B.3. Refining & Chemicals Segment

markers WTI (West Texas Intermediate, confined to the central United States and subject to a local production surplus) and Dated Brent (delivered in the North Sea and accessible to the

international crude market). Freight rates decreased in 2013 due to an ever-growing availability in charter capacities.

         2013   2012   2011   2013/12   min 2013   max 2013 

Brent ICE — 1st Line(a)

   ($/b)     108.70     111.68     110.91     -2.7%     97.69     (Apr 17)     118.90     (Feb 8)  

Brent ICE — 12th Line(b)

   ($/b)     103.04     106.66     108.12     -3.4%     95.95     (Apr 17)     110.50     (Feb 13)  

Backwardation time structure (1st — 12th)

   ($/b)     5.67     5.01     2.79     13.1%     11.37     (Sep 3)     1.74     (Apr 17)  

WTI NYMEX — 1st Line(a)

   ($/b)     98.05     94.15     95.11     4.1%     86.68     (Feb 13)     110.53     (May 4)  

WTI vs. Brent 1st Line

   ($/b)     -10.66     -17.53     -15.80     -39.2%     -23.18     (Feb 8)     -0.02     (Jul 19)  

Gasoil ICE — 1st Line(a)

   ($/t)     918.98     953.42     933.30     -3.6%     822.75     (May 1)     1,030.75     (Feb 18)  

ICE Gasoil vs ICE Brent

   ($/b)     14.65     16.30     14.36     -10.1%     9.20     (May 2)     19.62     (Feb 11)  

(a)

1st Line: quotation on ICE or NYMEX Futures for first nearby month delivery.

(b)

12th Line: quotation on ICE Futures for twelfth nearby month delivery.

In 2013, Trading’s activities were affected by the global economic environment described below. After a slow-down worldwide during the first quarter of 2013, economic growth began a gradual recovery, pulling the Eurozone out of six quarters of recession by the second quarter of 2013. This slight improvement came to a halt in the third quarter under the impact of significant exchange rate fluctuations in emerging markets and the budget debate in the United States.

In this context, growth in the demand for oil nevertheless remained constant (+1.1 Mb/d(1), nearly identical to 2012). Diesel fuel and gasoline led this growth (+0.4 Mb/d each), while demand for fuel oil contracted (-0.2 Mb/d) due to efficiency gains among shipowners and reduced demand from Japanese power generators. The increase in oil demand was focused in Asia and the Middle East (+0.6 Mb/d in total), while demand in Europe decreased (-0.2 Mb/d).

Estimated global oil supplies stagnated in 2013, increasing by only +0.2 Mb/d after jumping +2.7 Mb/d in 2012. Non-OPEC production grew by approximately +1.0 Mb/d, increasing by +1.2 Mb/d in North America (United States and Canada), which offset decliningeither declined or stagnating output in other countries.

stagnated. Overall OPEC production decreased by 1.0 Mb/d, with crude oil production decreasingcontinued to contract (-0.3 Mb/d compared with-1.0 Mb/d in 2013), as the losses recorded in Libya and Iraq were not offset by 1.1 Mb/d. Significantthe increases generated in other member countries. During most of the year, crude oil production capacity of approximately 2.5 Mb/d was maderendered unavailable (more than 3in several OPEC and non-OPEC countries by political tensions, conflicts and sanctions imposed on certain countries. Saudi production, at approximately 9.6 Mb/d, was stable in 2014 compared to 2013.

As supply growth greatly exceeded demand growth in 2014, surplus supplyvis-à-vis demand increased to reach approximately +1.0 Mb/d versus +0.1 Mb/d in the third quarter, compared to approximately 2 Mb/d at the start of 2013), thereby limiting the supply from certain countries due to, among other reasons, sanctions imposed on Iran, conflicts in Libya and acts of sabotage in Nigeria and Iraq. Saudi Arabia increased its production during the course of 2013 to help maintain market equilibrium, which sharply reduced OPEC’s excess capacity.

The differential between supply and demand narrowed in 2013, dropping from +1.2 Mb/d in 2012 to +0.3 Mb/d due2013. This imbalance contributed to the increasefall in demand and flat supply, thereby slowing the anticipated increase in global oil stocks.

Crude oil prices started 2013 on an upward trend, with Dated Brent hitting a high of $119.03/b on February 8. Prices then steadily fell, driven downward by the deteriorating economic environment in Europe and an oversupplied crude market, to reach a low of $96.83/b on April 17. The price of Dated Brent stabilized during the second quarter of 2013 at a level between $100/b and $105/b. Market tensions in the third quarter drove the price of Dated Brent back upward ($117.12/b on September 6), before prices subsequently leveled off below $110/b.

On the futures market, the backwardation of ICE Brent contract prices increased as a result of the same supply tensions that lifted spot (Dated Brent) prices in the second half of the year.

In the first quarterhalf of 2013. Thisthe year, prompt prices for Brent ICE (1st line) fluctuated primarily between $105/b and $110/b, peaking at $115.1/b in mid-June and averaging around $109/b. Subsequently, Brent ICE prices fell steadily, reaching $57.3/b on December 31 and this drop continued in January 2015 before climbing back to $60/b in February. As prices declined, the ICE Brent price structure flipped from backwardation decreased considerably duringto contango, supporting commercial storage of crude and better refinery margins in the second quarter withhalf of 2014.

The continuing development of rail and pipeline infrastructure in the seasonal drop in demand for crude oil, mainly dueUnited States to planned refinery shutdowns for maintenance. The post-maintenance resumption of refining activity and newmove the increasing supply tensions drove backwardationsurplus from the mid-continent to refineries on the coasts contributed to a maximum of $11/b toward the end of August before it decreased again latemarked contraction in the year.

The year 2013 was also marked by the narrowing of the crude price spread between WTI and Dated Brent. ExtensionBrent in 2014

(from -$10.7/b in 2013 to -$6.5/b in 2014). In 2014, the launch between January and April of the SeawayMarketlink pipeline fromconnecting Cushing Oklahoma,(Oklahoma) to the Texas coast of the Gulf of Mexico between Januaryin Texas and April, along with the commissioning in the third and fourth quarters of additionalother pipelines fromin the Permian Basinregion in westernwest Texas to the Gulf of Mexico helped restore balance to the crude market in the second quarter, helped to restore balancecenter of the United States. WTI was discounted by only -$3.9/b vs. Brent in the central U.S. market. The crude price spread between WTI and Dated Brent consequently fell from around $20/b in January/February 2013 to around $4/b in July/August. This price spread widened once again beginning in the thirdfourth quarter with the continuing rapid increase in domestic U.S. crude production and only moderate increases in demand.of 2014.

While global refining capacity grew by approximately +0.9+1.3 Mb/d in 2013,2014, estimated crude throughputs increased by only approximately +0.4about +0.6 Mb/d, held back by the slowdown in demand growth and weaker refining margins.margins outside of North America in the first half of the year. Margins increased with the flip in crude oil prices to contango, leading to a slight growth in throughputs in the second half of 2014 compared to 2013. Most new refining capacity was concentrated in China (+0.9 Mb/d) and the Middle East (+0.5 Mb/d). Structurally robust, refining margins in the United States pushed local refineries to maximize their throughputs to reach exceptionally high operating rates, which supported a high level of diesel exports. The weak margins reflectICE gasoil premium to Brent in northwest Europe began the growing surplusyear at a sustained level due to the wave of extreme cold in global refining capacity. Asian refiners dominatedNorth America, but then deteriorated considerably in mid-year due to the increasesweakness in demand and substantial international supply. It closed the year much stronger as demand improved late in the year while refinery throughputs and capacity (+0.6 Mb/d and +1.0 Mb/d, respectively).maintenance tightened supply.

Shipping

3.2.2.Shipping

The transportation of crude oil and refined products necessary for the activities of the Group is arrangedcoordinated by Shipping. These requirements are fulfilled through balanced use of the spot and time-charter markets. AShipping maintains a rigorous safety policy, is applied by Shipping mainly through a strict selection of chartered vessels. Like a certain number of other oil companies and shipowners,ship owners, in its Shipping activity the Group uses freight rate derivative contracts to adjust its exposure to freight rate fluctuations.

In 2013, Trading &2014, Shipping chartered more thannearly 3,000 voyages to transport approximately 115122 Mt of crude oil and refined products.products, compared to 115 Mt in 2013. As of December 31, 2013, Trading &2014, Shipping employed a fleet of forty-sixforty-eight vessels (including seven LPG carriers), none of which were single-hulled, that were chartered under long-term or medium-term agreements (including seven LPG carriers).agreements. The fleet has an average age of approximately fiveless than six years.

(1)

TOTAL estimates.

2013 Form 20-F TOTAL S.A.41


Item 4 - Business Overview

Freight rate averages of three representative routes for crude transportation

 

       2013   2012   2011   min 2013   max 2013        2014   2013   2012   min 2014   max 2014 

VLCC Ras Tanura Chiba — BITR(a)

   ($/t)     11.83     12.82     11.99     8.95     (Jan 29)     18.99     (Nov 20)     ($/t)     13.32     11.83     12.82     8.98     (May 30)     22.64     (Dec 17)  

Suezmax Bonny Philadelphia — BITR

   ($/t)     13.41     14.44     13.86     9.45     (Oct 2)     25.58     (Dec 18)     ($/t)     16.29     13.41     14.44     11.36     (Feb 13)     31.83     (Nov 19)  

Aframax Sullom Voe Wilhemshaven — BITR

   ($/t)     7.02     6.48     6.51     6.04     (Feb 1)     14.16     (Dec 24)     ($/t)     8.46     7.02     6.48     6.44     (Mar 7)     17.01     (Jan 22)  

 

(a) 

VLCC: Very Large Crude Carrier. BITR : Baltic International Tanker Routes.

 

The first nine months of 2013 wereIn 2014, the shipping market witnessed a difficult period for thepositive turnaround in oil shipping sector, particularlytransport activities, especially for larger crude and product tankers. Conditions were moreless favorable, meanwhile, for medium-sized petroleum product carriers. Atcarriers, although year-end brought a slight improvement to the same time,economic environment. During the second half of 2014, marine bunker prices, remained high with a knock-on effect ondriven by decreasing crude prices, substantially dropped, which considerably improved ship owners’ results. However, transport costs.costs benefited little from this situation.

GlobalAfter contracting in 2013, global demand for the transport of crude oil stabilizedmaintained the same level in 2013 after posting an increase of more than 5% among larger-sized vessels in 2012. This situation was attributable mainly to a2014. The decrease in North American imports, due to andriven by the sharp increase in localdomestic production, in that region. This was partiallyonce again offset by an increasethe growing transport needs in demand in Asia, particularly in China, which has been diversifyingAsia. This continent continued to diversify its supplysupplies from more distant sourcesregions (South America, WesternWest Africa). The increaseAt the same time, the

growth in tonnage continuedthe fleet slowed to be strong, weakening the balance betweena level that had not been seen for many years. This context rebalanced supply and demand and resulted in a return to historic levels. This led to

record lows in VLCChigh volatility and freight rates through the end of the third quarter. The closing months of 2013 saw a reversalthat were, on average, higher than in crude oil freight rates, which reached a record annual level due to especially strong ongoing demand for deliveries to Asia from the Atlantic Basin.2013.

The situation in the petroleum product maritime shipping market was bettercontinued to be good overall than infor larger vessels, which benefited from the crude oil shipping market. Demand forlengthening of trips. On the transport of petroleum products was particularly strong, with arbitrageone hand, arbitrages in favor of longer routes especially to Asia, (notablyparticularly the flowflows of naphtha from Europe which continued at the same pace as in 2013, and on the other hand, exports from new Middle-East and Far-East refineries, contributed to Asia on large carriers). Startinga strong growth in early 2013,demand. The freight rates induced ship ownerswere somewhat weaker for medium-size product carriers due to resume ordering petroleum product tankers (MR and LR2(1)), a sector in which growth had moderated.the delivery of many new tankers.

 

MARKETING & SERVICESSEGMENT

 

40TOTAL S.A. Form 20-F 2014


Item 4 - B.4. Marketing & Services Segment

4.MARKETING & SERVICESSEGMENT

 

The Marketing & Services segment was created on January 1, 2012, following the reorganization of the Downstream and Chemicals segments, and includes worldwide supply and marketing activities in the oil products field, as well as, since July 1, 2012, the activity of New EnergiesEnergies.(2)(1).

Marketing & Services

 

4.1.Marketing & Services

 

 

Since January 1, 2012, the Marketing & Services (M&S) business segment has been a coherent structure dedicated to the development of TOTAL’s oil products distribution activities (and related services) throughout the world. Present in more than 150 countries(2), M&S relays TOTAL’s brand image to its customers, both private and professional. TOTAL’s highly visible, innovative and assertive lineup of solutions is presented to its customers through large advertising campaigns, substantial R&D expenses and an ambitious digital transformation plan.

M&S follows a proactive, primarily organic, development strategy involving a geographic repositioning towards high-growth areas. This repositioning is accelerated by the sale of certain business activities in Europe (sale in progress of the LPG marketing subsidiary in France and the LPG/commercial sales activity in Switzerland).

TOTAL is one of the leading marketersdistributors of petroleum products in Western Europe(3). It is also and the leaderleading distributor(4) on the African continent.

M&S’ three main areas of activity are:

A network of slightly more than 15,500 service stations. M&S aims to consolidate its market share in the mature areas of Western Europe and further develop its position in high-growth markets. The network’s market share in Africa and certain Middle Eastern countries.increased from 15% in 2012 to 18% in 2014;

The production and sales of lubricants, areas in which M&S is expanding its partnerships internationally to support growth. The M&S global market share has increased from 4.2% in 2012 to 4.5%(5) in 2014; and

TOTAL sells a wide rangeThe distribution of products produced from its refineries and other facilities in approximately 150 countries(5). TOTALservices for professional markets: M&S is among the key playersa major player in the specialty products market in particular for lubricants, LPG, jet fuel, special fluids, bitumen, heavy fuelsfuel oils, marine bunker and marine fuels.LPG.

TOTAL also sells numerous services for consumers and professionals in the mobility, residential and industrial sectors.

As part of its activities, Marketing & ServicesM&S holds stakes in five refineries in Africa, one in Europe through its share in TotalErg (49%) and one in the Caribbean.Caribbean through its 50% stake in SARA (Société anonyme de la raffinerie des Antilles), which is in the process of being sold.

4.1.1.Sales of refined products

The following table presents the Group’s refined products sales by geographic area:

(kb/d)

  2014   2013   2012 

Europe

   1,100     1,139     1,160  

France

   547     575     566  

Europe, excluding France

   553     564     594  

Americas

   78     86     53  

Africa

   380     326     307  

Rest of the World(a)

   211     198     190  

Total excluding international trading and refinery bulk sales

   1,769     1,749     1,710  

International trading

   1,385     1,155     1,161  

Refinery bulk sales(b)

   615     617     690  

Total including international trading and refinery bulk sales

   3,769     3,521     3,561  

(a)

Includes Asia-Pacific and Middle East.

(b)

Data for UK procurement/exchange reprocessed for 2012 and 2013.

For data on biofuels, refer to “— 3. Refining & Chemicals segment — 1.1.8. Development of new avenues for the production of fuels and polymers”, above.

2014 Form 20-F TOTAL S.A.41

(1)

As a result of the reorganization, certain information has been restated.

(2)

Including via national distributors.

(3)

Publicly available information, based on quantities sold in 2014.

(4)

PFC Energy and Company data 2014.

(5)

Company data.


Item 4 - B.4. Marketing & Services follows a proactive, primarily organic, development strategy involvingSegment

4.1.2.Service stations

The table below sets forth the shiftingnumber of positions to high-growth areas.Group service stations:

Europe

As of December 31,  2014   2013   2012 

Europe(a)

   8,557     8,875     9,111  

France(b)

   3,727     3,813     3,911  

Europe, excluding France

   4,830     5,062     5,200  

of which TotalErg

   2,749     3,017     3,161  

Africa

   3,991     3,726     3,601  

Rest of the world(c)

   2,281     2,219     2,013  

AS24 network

   740     731     700  

Total

   15,569     15,551     15,425  

TOTAL operates a network of more than 8,850 service stations in Europe located throughout France, Belgium, the Netherlands, Luxembourg and Germany as well as Italy through its stake in TotalErg (49%). The Group is a major player in the market for fuel-payment cards, with nearly 3.8 million cards issued in twenty-seven European countries.

(a)

Excluding AS24 network.

(b)

TOTAL, Total Access, Elf and Elan-branded service stations.

(c)

Including the Americas, Asia-Pacific and the Middle East.

4.1.3.Europe

In specialty products,Europe, the Group benefits fromcontinues to optimize its extensive presenceMarketing activities while growing in Europegrowth markets and relies on numerous industrial facilities to

produce lubricants (mainly Rouen in France and Ertvelde in Belgium), special fluids (Oudalle in France), bitumen (Brunsbüttel in Germany) and grease (Baisieux in France).segments.

InWestern Europe, TOTAL continued to optimize its Marketing businesshas a network of more than 8,500 service stations(1) spread over France, Belgium, the Netherlands, Luxembourg, Germany and Italy. TOTAL is regaining market share in 2013.these areas (+1%(2) over the 2012-2014 period) by developing an innovative and diversified line of products and services.

InFrance, the dense retail network includes more than 1,6001,570 TOTAL-branded service stations, 600more than 650 Total Access stations (service station concept combining low prices and premium TOTAL-branded fuels and services) and 1,550approximately 1,500 Elan service stations, which are located mainly in rural areas. Since its launch in 2011, Total Access has led to the Group regaining more than 2%(2) market share.

In addition, TOTAL’s GR (fuelTOTAL offers an expanded fuel and service cards) offering was expanded in 2013, helping to consolidate the Group’s leading position in the provision of solutions to road transport professionals.

TOTAL leads the heating oil market in France(6)131,000 vehicle fleets (i.e., with seven local subsidiaries covering the entire country. TOTAL continued its diversification strategy in 2013, with the commercial launch of wood pellets and online sale of fuel through fioulmarket.fr, France’s first website for heating oil consumers.1.9 million GR card holders).

In petroleum products logistics, Marketing & Services finalized the implementation of a new organization at the end of 2012. As a result of this adaptation, TOTAL now holds stakes in twenty-threetwenty-eight depots in France, five of which it operates seven.are operated by Group companies.

InGermany, TOTAL is the country’s fourth largest operator and continues to expand its network. With more than 1,160 service stations at year-end 2014, the Group has gained 1% in market share in two years.

InItaly, TOTAL holds a 49% stake in TotalErg, (49%) haswhich is the country’s fourth largest operator with close to 2,800 service stations. As part of an asset optimization strategy, TotalErg ceased production at its Rome refinery in late 2012 and subsequently converted that site into a network of more than 3,000 service stations, which makes it the third-largest operator inlogistics hub for petroleum products storage.

(1)

MR: Medium Range — 50,000 DWT (deadweight tonnage); LR2: Long Range — 110,000 DWT.

(2)

As a result of the reorganization, certain information has been restated.

(3)

Publicly available information, based on quantities sold (2013).

(4)

PFC Energy and Company data.

(5)

Including via national distributors.

(6)

CPDP 2013 and Company data.

42TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

the country. As part of an asset optimization strategy, TotalErg ceased production at its Rome refinery in late 2012 and subsequently converted that site into a logistics hub for petroleum products storage.

In theUnited Kingdom, TOTAL retains a market presence throughTo distribute its specialty products, activities, particularly lubricants and jet fuel. In 2011, the Group sold itsbenefits from an extensive network of service stationsin Europe and its fuelrelies on numerous industrial facilities to produce lubricants (mainly Rouen in France and heating oil marketing businessErtvelde in the United Kingdom, the Channel IslandsBelgium), special fluids (Oudalle in France) and the Isle of Man.bitumen (Brunsbüttel in Germany).

InNorthern, Central and Eastern Europe, TOTAL continuedaccelerated the growth of its positions in 2013 to expand its direct presence2014 in thesethe growing markets in particularof Eastern Europe, especially for lubricants and bitumen. Thespecialty bitumen products.

In Europe, the Group specifically accelerated growth of its businessis a major player in specialty products, including bitumen,the market for fuel-payment cards, with nearly 3.3 million cards issued.

With the AS24 card, TOTAL has a dedicated offering for the heavy-duty vehicles segment in Russia and launched a marketing subsidiary in Kazakhstan.

TOTAL also operatestwenty-nine European countries. Bolstered by a network of 731 AS24-brandedmore than 740 service stations, dedicated to commercial transporters in twenty-seven European countries. The Group continued developing its business in 2013 in Turkey, where it opened a new subsidiary. The AS24 network is expected to continue to grow mainlyprimarily through expansion in the Mediterranean Basinbasin and RussiaEastern Europe and through its toll payment card service, which covers more than seventeennearly twenty countries.

Africa & the Middle East

4.1.4.Africa and the Middle East

TOTAL is the leading marketer of petroleum products on the African continent and in certainselect Middle Eastern countries, with a market share averaging 13%16%(1)(3)in 2013.2014. The Group operates more than 4,700 service stations in more than forty countriesGroup’s networks in these high-growth markets includinggrew from 4,500 service stations in 2013 to 4,800 in 2014, spread over close to fifty countries. The Group operates major networks in South Africa, Turkey, Nigeria, Kenya, Egypt and Morocco.

InEgypt, TOTAL signed agreements withacquired the Shell (May 2013) and Chevron (August 2013) with a view to developing its network of service stationsstation networks and wholesale business. After the closing of these transactions,business in 2013, allowing the Group willto become in 2014 the second-largestsecond largest private operator in Africa’s largest market, with a 14% network(2)market share.share(4).

As part of the optimization of its portfolio, the Group undertook processes to open up the share capital of selected subsidiaries to local investors to enhance its local presence.

InJordan, TOTAL continued developing its service station network and wholesale business following its acquisition of a distribution license there in 2012.2012, enabling the Group to reach a market share of 33.8%(2) in 2014 (159 service stations).

InCôte d’Ivoire,Senegal andBurkina Faso, M&S acquired in 2014 the networks of independent oil and gas companies to increase its market share in these countries.

Finally, to strengthen its local presence, M&S began a process of opening up the share capital of select subsidiaries to regional investors, particularly in Morocco and Senegal.

TOTAL is pursuing itsa strategy for growth in the specialty products markets. The Group,markets in Africa and the Middle East. M&S, which relies in

42TOTAL S.A. Form 20-F 2014

(1)

Excluding AS24 network.

(2)

Company data.

(3)

Market share in the countries where the Group operates, based on 2013 publicly available information on quantities sold.

(4)

PFC Energy 2013.


Item 4 - B.4. Marketing & Services Segment

particular on thea lubricants blending plant in Dubai, started up new plants of this type in Egypt in 2012 and in Saudi Arabia in October 2013.

Moreover, TOTAL has become a leading partner for mining customers in Africa by delivering supply chain and management solutions for fuels and lubricants.

Asia-PacificFinally, TOTAL continued to develop itsAwango by Total solar solutions, expanding this line to four new countries on the African continent in 2014 (for additional information, refer to “— C. Other Matters — 7.3.4.7. Developing theAwango by Total offer”, below).

4.1.5.Asia-Pacific

At year-end 2013,2014, TOTAL was present in more than twenty countries in the Asia-Pacific region where the Group is strengtheningand continues to strengthen its position in the distribution of fuels and specialty products. In the lubricants sector in particular, TOTAL continues to grow in the region, with a 6.3% increase in lubricant sales in 2013 compared with 2012.

TOTAL operates service stationsstation networks in China, Pakistan, the Philippines, Cambodia and Indonesia, and is a significant player in the Pacific Islands.islands. The Group’s network continued to grow, reaching slightly more than 1,000 service stations at year-end 2014. Ground transportation lubricant sales in the area increased by 2.5% in 2014 compared with 2013.

InChina, the Group was operating approximately 200 service stations at year-end 20132014 through two joint ventures with Sinochem and a wholly-owned subsidiary. In October 2013, the Group opened its third lubricants blending plant in China. Located in Tianjin, this state-of-the-art plant has a capacity of 200 kt/y.

InPakistan, throughTOTAL, with its local partner PARCO, TOTAL announcedis in August 2013 its acquisitionthe process of acquiring Chevron’s distribution network. Pending approval from the relevant authorities, this transaction encompasses the management ofThis acquisition should expand TOTAL’s network by more than 500 service stations as well as Chevron’s fuel business and storage sites.strengthen the Group’s distribution and logistics capacities in Pakistan.

InSingapore, one of the Group’s largest lubricants blending plants, featuring a capacity of 310 kt/y, is currently under construction. Operations are scheduled to start in mid-2015.

InIndia, TOTAL continued to strengthen its positions in the lubricants and LPG sectors with the expansion of its LPG network to thirty-three stations in 2013.48 stations. In 2012, TOTAL also inaugurated its first lubricants, bitumen, special fluids and additives technical center outside of Europe.

InVietnam, TOTAL continued to strengthen its presence in the specialty products market. The Group became one of the leaders in the Vietnamese LPG market with the acquisition of Vinagas in 2012.

4.1.6.Americas

In theSingaporeAmericas, TOTAL announcedis active directly in Marchmore than twenty countries and indirectly (via distributors) in approximately twenty additional countries. TOTAL operates a large number of industrial units in these countries including, in particular, the production of lubricants and the storage and bottling of LPG. In addition, since 2012, the Group has opened new distribution subsidiaries in Colombia, Peru and the Dominican Republic, in 2012, 2013 and 2014, respectively.

In theCaribbean, the construction ofGroup operates on several islands and has a lubricants blending plant with a capacity of 310 kt/y to assist in meeting inland and marine lubricants demandsignificant position in the Asia-Pacific region.

Americasfuel distribution business with more than 400 service stations.

InLatin America and theCaribbean, TOTAL is active directly in about twenty countries and indirectly (via distributors) in about ten more countries in the markets ofcontinues to pursue its specialty products (lubricants(primarily lubricants and special fluids) and fuels (service station network, wholesale, aviation). The Group holds a significant position(3) in the Caribbean fuel distribution business.growth strategy.

In theUnited StatesandCanada, TOTAL mainly markets specialty products, particularly lubricants, jet fuels and special

fluids. To strengthen its special fluids business, the Group took on a project to build a special fluids production plant near Houston, Texas, which is expected to be operational at the beginning ofin 2015.

TOTAL operates a significant number of industrial units throughout the Americas (production of lubricants, storage and conditioning of LPG) and owns a 50% stake in SARA (Société anonyme de la raffinerie des Antilles) in Martinique.

 

(1)4.1.7.

Market share in the countries where the Group operates, based on 2013 publicly available information, quantities sold.

(2)

PFC Energy.

(3)

Present in multiple Caribbean islands including Puerto Rico, Jamaica, Haiti, MartiniqueProduct and Guadeloupe.services developments

2013 Form 20-F TOTAL S.A.43


Item 4 - Business Overview

Sales of refined products

The table below sets forth TOTAL’s sales of refined products by region:

(kb/d)  2013   2012   2011 

France

   575     566     574  

Europe, excluding France(a)

   564     594     881  

Americas

   86     53     56  

Africa

   326     307     304  

Rest of the World

   198     190     172  

Total excluding Trading and refinery bulk sales

   1,749     1,710     1,987  

Trading

   1,155     1,161     1,215  

Refinery bulk sales

   514     532     437  

Total including Trading and refinery bulk sales

   3,418     3,403     3,639  

(a)

Including the Group’s share in CEPSA (up to end of July 2011).

For data on biofuels, refer to”— Refining & Chemicals — Refining & Petrochemicals — Development of new avenues for the production of fuels and polymers”, above.

Service stations

The table below sets forth the number of service stations of the Group (excluding AS24):

As of December 31,  2013   2012   2011 

France(a)

   3,813     3,911     4,046  

Europe, excluding France

   5,062     5,200     5,375  

of which TotalErg

   3,017     3,161     3,355  

Africa

   3,726     3,601     3,464  

Rest of the World

   2,219     2,013     1,934  

Total

   14,820     14,725     14,819  

(a)

TOTAL, Total Access, Elf and Elan-branded service stations.

Product and services developments

In 2014, TOTAL continued in 2013 its technical and R&D partnerships in Formula 1racing, in particular with Renault (Renault Sport F1, in the WRC withF1) and PSA Citroën Racing(WRC and in endurance racing with Toyota. The purpose of theseWTCC). These partnerships is to demonstrate TOTAL’s technical excellence in the formulation of fuels and lubricants under extreme conditions and restrictions onrequirements to reduce fuel consumption. TheAt end-2014, TOTAL brand was associatedand Renault renewed their global partnership for the next five years, in the areas of R&D, business relations with twoRenault after-sales networks and Formula 11.

In order to respond to developments in world titlesmarkets and prepare tomorrow’s growth opportunities, TOTAL develops energy solutions in 2013.collaboration with its consumer and professional customers that optimize their energy bills, such as the Total Écosolutions product and service label (refer to “— C. Other Matters — 7.2.2.4. Sustainable use of resources”, below). These solutions integrate a diversified range of energy sources (fuels, gas, photovoltaics and wood pellets, the sales capacities of which increased in Europe in 2014) as well as consumption auditing, monitoring and management services. In 2012, TOTAL launched the Tenag joint venture in Germany, in which the Group holds 49%, and in 2014 acquired BHC Energy in France, both devoted to energy efficiency.

TOTAL continued its Clean Energy Partnership (CEP) in Germany, which is centered on hydrogen distribution. TOTAL currently has five demonstration stations for hydrogen distribution in Germany. A new hydrogen station is scheduled to open nearalso supports the new airport in Berlin during the first half of 2014. TOTAL signed an agreement with Daimler in 2013 for the joint development of eight new stations under the CEP. Along with its partners in the “H2 Mobility” initiative, TOTAL also signed a preliminary agreement covering the implementation of an action plan targeting construction of a network of hydrogen stations throughout Germany. It is anticipated that this network will have approximately 400 stations by 2023 (subject to deployment of morealternative fuels other than 250,000 fuel-cell electric vehicles).conventional fossil energies:

Hydrogen:Through its “Clean Energy Partnership” (CEP) in Germany, TOTAL participates in the development of a network of hydrogen stations with the goal of developing fifty hydrogen stations by year-end 2015. In addition, TOTAL and its partners in the “H2 Mobility Germany(1) initiative signed an agreement to create a joint venture with the aim of constructing a network of approximately 400 hydrogen stations by 2023, subject to deployment of more than 250,000 fuel-cell electric vehicles.

Electro-mobility: TOTAL has approximately twenty prototype electric vehicle fuelingrefueling stations in the Netherlands, Belgium Germany and France.Germany. The development and demonstration program of the distribution of electricity (fast charge) intended for electric vehicles continued at these stations in 2013.

TOTAL undertook within its2014 in TOTAL’s European subsidiaries additional studies in 2013 intothrough industrial partnerships with Renault, Nissan, BMW, Volkswagen, EDF and Tesla.

LNG:TOTAL’s European subsidiaries continued to monitor the potential of LNG as a fuel for heavy duty vehicles. The development of at least two pilot stations is scheduled forvehicles in 2014.

In response to global market developments and looking ahead to future growth opportunities, TOTAL developed and tested five new

energy optimization offerings among consumers and corporate customers in 2013 based on multi-energy production (fuels, gas, photovoltaic, wood) and energy efficiency services (audit, monitoring, management).

New Energies

 

4.2.New Energies

 

New Energies is committed to developing renewable energies that will, in combination with hydrocarbons, help establishrespond to the challenge of climate change by developing a more diversified energy mix while also generating lower CO2 emissions. In meetingTo this objective,end, TOTAL is focusing on two main development axes:themes of development: solar energy, which benefits from unlimited energeticenergy resources, particularly in certain geographical zonesareas where the Group has a significant presence, and the transformationconversion of biomass through use of biotechnology, which aims to develop new biosourced product solutions for transport and chemicals. TheIn addition, the Group keeps an active watch onactively monitors other renewable energies it does not classified as priority areascurrently prioritize for development at this time.development.

Solar energy

2014 Form 20-F TOTAL S.A.43

(1)

Daimler, Shell, OMV, Air Liquide and Linde.


Item 4 - B.4. Marketing & Services Segment

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 alsofurthermore pursuing R&D investments in this field through several industrial and academic partnerships.

The economic context in this sector is currently stabilizing following two years of sharp price decreases that drove many players out of the market. Competitiveness in photovoltaicPhotovoltaic solar energy has improvedcome of age and significant technical achievements have supported the emergence for the first timeits growth is accelerating. The steady reduction in photovoltaic electricity costs is increasing solar competitiveness in an ever-growing number of markets, that are profitable without subsidization.in solar farms and residential and commercial applications.

 

4.2.1.1.
44TOTAL S.A. Form 20-F 2013


Item 4 - Business Overview

SunPower

As of December 31, 2013,2014, TOTAL held a 64.65% stake in59.77% of SunPower, a U.S.an American company listed on NASDAQ (NASDAQ: SPWR) and based in San José,Jose, California. SunPower is an integrated player that designs, manufactures and supplies cells as well as the highest-efficiency crystalline silicon-based solar panels in the market.(1) SunPower is also active throughout the solar chain, from photovoltaic cell production based on crystalline silicon toin the design and construction of large turnkey power plants as well asand the commercializationmarketing of integrated solar solutions for residential and commercial markets.decentralized electricity generation.

Upstream, SunPower manufactures all of its cells in Asia (Philippines, Malaysia) and has a total production capacity of 1,300 MW/y. The company is continuing to adjustconstantly optimizing its production capacityto reduce costs while maintaining its technological leadership through aits significant R&D program. The cells are assembled into modules, or solar panels, in plants located in Asia, the United States, Mexico, Europe and South Africa. A 350 MWMW/y expansion in capacity was approved at the end of 2013 for a production start-up of production in 2015.

Downstream, SunPower markets its panels worldwide for applications ranging from residential and commercial roof tiles to large solar power plants.

In 2014, SunPower pursued the construction, in the United States, SunPower completed the construction in 2013 of the California Valley Solar Ranch, solar power plant (CVSR, 314 MWp), and started up the plant at the world’s largest solar farm, Solar Star (709 MWp), sold to NRG Energy and MidAmerican, respectively, at the time of the investment decision.

TOTAL and SunPower also launched newcontinued its international development, building solar power plant projectsplants in Chile (70 MWp), in which TOTAL has a 20% stake, and South Africa in 2013. In Chile, SunPower is both supplying panels for and constructing the Salvador plant (70(33 MWp) in cooperation with TOTAL. The project, in which TOTAL is a 20% shareholder, is 70% financed by OPIC, the U.S. development finance institution. The electricity produced will be sold on the spot market and used to power the Chilean electricity grid.

. In South Africa, subsequent to a tender offer, TOTAL and SunPower were selected by the South African government to build a free-standingconstruction of another 86 MWp solar power plant. TOTALfarm will start in early 2015.

SunPower is a 27% shareholderpursuing its development in residential and commercial markets, in particular in the project, while SunPower will supply the solar panels and construct the plant, which will sell the electricity produced under an energy purchase agreement.

In Asia, SunPower was selected in September 2013 to become the main supplier of panels (69 MWp) to the largestUnited States, by increasing its service offerings for solar power plantproduction, management and financing. Sunpower is also developings its Smart Energy activity to allow its residential customers to optimize their power consumption. In 2014, SunPower signed several agreements with companies developing solutions in Japan, locatedthis domain. The acquisition in 2014 of SolarBridge Technologies, Inc., a micro-inverter producer, will allow the Aomori Prefecture.conversion of direct current into alternating current at the panel level and monitoring of each panel’s production, thus optimizing power production.

 

4.2.1.2.

Other solar assets

TheIn Abu Dhabi, the Shams 1 solar power plant (109 MW of parabolic concentrated solar power) in Abu Dhabi was commissioned in September 2013 with production being sold to the Abu Dhabi Water Electricity Company (ADWEC). TOTAL (20%) will take partis involved in its operation for a 25-year period.

TOTAL owns a 50% interest in the French company Sunzil, which markets photovoltaic panels overseas.in French overseas territorities.

Elsewhere, the Group is continuing initiatives to displayinstall 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.

Photovoltech, a Belgian company (50%) specialized in manufacturing multicrystalline photovoltaic cells, was put into liquidation in October 2013 after having ceased operations in late 2012.stake (for more information, see “— C. Other Matters — 7.3.4. Creating local value”, below).

 

4.2.1.3.

New solar technologies

In order to strengthen its technological leadership in the crystalline silicon field,value chain, and in addition to its cooperation with SunPower in the R&D field, New Energies partners with leading laboratories and research institutes in France and abroad. The aim of these partnerships is to develop and optimize the photovoltaic solar power chain (silicon, wafers, cells, modules and systems) by cutting production costs and multiplying its applications, while increasing the efficiency and reliability of the components, as well as developing downstream energy systems, products and services beyond solar power production. New Energies is also strengthening its expertise in terms of electric conversion.solar resource evaluation and prediction.

In this regard, TOTAL is working with the IMEC (InteruniversityInteruniversity MicroElectronics Center — Belgium)(IMEC) in Belgium and the École Polytechnique’s LPICM (LaboratoryLaboratory of physics of interfaces and thin layers),layers (LPICM) in France, which specializes in plasma-deposition processes at low temperatures.low-temperature plasma deposition processes. Further to this partnership, TOTAL and, principally,participates in the CNRS, the École Polytechnique and EDF signed in October 2013 a funding agreement with the National Research Agency (ANR) concerning the IPVF (InstitutInstitut Photovoltaïque d’Île-de-France),le-de-France (IPVF) project, which with its team of nearly 200 researchers, aims to eventually become one of the mainreference centers worldwide conducting research into latest-generation photovoltaic devices.

With respect to electricity storage, TOTAL is continuing its R&D program with renowned institutions such as the Massachusetts Institute of Technology (MIT) in the United States notably to develop a new battery technology,technologies, and is also investing in start-ups includingsuch as Ambri (11%(12.3%), founded at MIT, as well as Lightsail and Enervault, also based in the United States.by MIT.

Biotechnologies and the conversion of biomass

4.2.2.Biotechnologies and the conversion of biomass

TOTAL is exploring a number of opportunities for developing biomass depending on its nature, accessibility and sustainability. The Group’s objective is to sell high-performance molecules in targeted markets (fuel, lubricants, special polymers, chemicals, etc.). The focus of New Energies is on the biochemical conversion process for this biomass.

In 2010, Amyris Inc., a U.S.an American company listed on NASDAQ, (NASDAQ: AMRS), was identified for TOTAL’s first significant equity investment in biotechnology. At year-end 2013,2014, TOTAL held 17.9%17.2% of the company. A collaboration agreement with Amyris has beenwas signed covering research, (including the formation of a shared research team), development, production and marketing activities relating toof biosourced molecules. Amyris owns a cutting-edge industrial synthetic biologicalbiology platform designed to createimprove and optimize micro-organismsmicroorganisms that can convert sugars into molecules of interest through fermentation. Amyris also owns a research laboratory and pilot units in California and Brazil. Amyris has successfully started and operates a plant in Brazil that converts 30 million liters of sugarcane juice into molecules of interest for perfumes and cosmetics as well as farnesene, a molecule of interest for a number of chemical or downstream oil markets, including specialty products and fuels (diesel or jet). In early 2013,June 2014, the bio-sourced jet fuel produced by Amyris startedreceived the certification required to be sold to airlines (for blends of up an industrial production site for farnesene, which is usedto 10% in jet fuel derived from hydrocarbons), allowing its use in commercial flights in the productionsecond half of renewable diesel2014, in partnership with Air France and kerosene, in Brotas, inKLM, as well as GOL between the state of São Paulo, Brazil.

At the end of 2013, TOTAL and Amyris created Total Amyris Biosolutions, a 50/50 joint venture that holds the exclusive rights and intellectual property in relation to farnesene.

 

(1)

For additional information, see“— Other Matters — Environmental protection — Sustainable use of resources — Energy efficiency”, below.

 

201344TOTAL S.A. Form 20-F TOTAL S.A.2014

(1)45

Fraunhofer study.


Item 4

- B.5. Investments

United States and Brazil, thereby providing the technical demonstration of this new jet fuel source. Large-scale deployment will take several years, as a cost reduction program is necessary to make the molecule competitive with fossil jet fuel.

In addition, the Group continues to develop a global network of R&D partnerships in technology segments that are complementary to Amyris’ platform (deconstruction of lignocellulose, synthetic biology, metabolism engineering), including with Joint BioEnergy Institute (JBEI, United States), Novogy (United States), Gevo Inc. (NASDAQ: GEVO,(now wholly-owned, United States), the University of Wageningen (Netherlands)(the Netherlands) and the Toulouse White Biotechnology consortium (TWB) (France)(TWB, France).

The Group is also studying the longer-term potential for developing a cost-effective phototrophic process for producing biomolecules through the bio-engineering of microalgae bioengineering and associated processes. An exploratory research agreement was signed with

the Grenoble CEA (Atomic and Alternative Energies Commission) in late 2013, and two development projects are underway with the AlgaePark consortium in the Netherlands.

Other renewable energies

4.2.3.Other renewable energies

In the field of wind power, TOTAL owns a 12 MW wind farm in Mardyck (nearnear Dunkirk, France),France, which was commissioned in 2003.

In marine energy, TOTAL holds a 26.7%24.1% share in Scotrenewables Tidal Power, located in the Orkney Islands in Scotland. TestsFollowing successful tests on a 250 kW prototype have been successfully completed. Acompleted in 2013, a 2 MW commercial model is being developed.currently under construction.

5.INVESTMENTS

5.1.

Major investments over the 2012-2014 period(1)

(M$)  2014   2013   2012 

Upstream

   26,520     29,750     25,200  

Refining & Chemicals

   2,022     2,708     2,502  

Marketing & Services

   1,818     1,814     1,671  

Corporate

   149     159     102  

Total

   30,509     34,431     29,475  

Organic investments, including net investments in equity affiliates and non-consolidated subsidiaries, amounted to $26.4 billion in 2014 compared with $28.3 billion in 2013, a 7% decrease. The Group’s organic investments reached a high in 2013, as provided in the Group’s roadmap, and the commitment made to reduce investments was fulfilled. Most of the major projects that will support the Group’s production growth through 2017 were launched, with investments reducing as projects start up.

In 2014, most investments in the Upstream segment were geared toward the development of new hydrocarbon production facilities and exploration operations. Development expenditure mainly pertained to major projects that drive the Group’s growth, such as GLNG and Ichthys in Australia, Surmont in Canada, the Ekofisk and Eldfisk areas in Norway, the Laggan-Tormore project in the United Kingdom, Moho North in the Republic of the Congo, CLOV in Angola, Ofon II and Egina in Nigeria and Yamal in Russia.

In the Refining & Chemicals segment, investments were made in facilities maintenance and safety, as well as in projects aimed at improving the plants’ competitiveness, particularly their energy efficiency. 2014 was marked by the startup of the new SATORP refinery in Saudi Arabia and the new petrochemicals plants in Daesan, South Korea. In addition, the investment project in Antwerp, Belgium and the adaptation project in Carling, France are currently underway. In the Marketing & Services segment, investments in 2014 mainly concerned the network, logistics and specialty products production and storage facilities.

While mobilizing its teams for the startups in the Upstream segment over the next two years, the Group is preparing for the future beyond 2017 by expanding its acreage and acquiring stakes in new promising assets. Acquisitions were $2.5 billion, comprised principally of the acquisition of an interest in the Elk and Antelope discoveries in Papua New Guinea, the acquisition of an additional stake in OAO Novatek(2) and the carry on the Utica gas and condensate field in the United States.

Gross investments (including acquisitions and changes in non-current loans) therefore fell by 12% to $29.0 billion in 2014 compared with $32.8 billion in 2013.

The Group also continued its asset sale program with the finalization of sales totaling $4.65 billion in 2014, comprised essentially of the sale of interests in Shah Deniz and the associated pipelines in Azerbaijan, Block 15/06 in Angola, GTT (Gaztransport et Technigaz) and the Cardinal midstream assets in the United States. Asset sales were $4.75 billion in 2013.

The 2012-14 asset sale target of $15 to $20 billion was met with the completion of $17.5 billion in sales during the period. In addition, the sale of Bostik was completed in February 2015 and the pending sales of the coal mines in South Africa and Totalgaz are awaiting approval from the authorities.

Net investments were therefore $24.1 billion in 2014, compared to $25.9 billion in 2013, a decrease of 7%. This decrease was mainly due to the reduction in investments(1), since asset sales varied by only 2% between 2013 and 2014.

5.2.Major planned investments

Taking into account the current economic environment, the organic investment budget has decreased by more than 10% from $26.4 billion in 2014 to $23-24 billion in 2015. In particular, the Group has reduced investments in brownfield developments that have become less profitable due to the decline in Brent. The decrease in investments is part of the Group’s strong and immediate response to reduce its cash break-even point by $40/b without compromising the priority to safety.

Investments in the Upstream segment are expected to amount to $20 billion and will mainly be allocated to major development projects, including Ichthys in Australia, Surmont and Fort Hills in Canada, Moho North in the Republic of the Congo, Kaombo in Angola, Egina in Nigeria and Yamal in Russia. A significant portion of the segment’s budget will also be allocated to maintenance and integrity work on assets already in production.

2014 Form 20-F TOTAL S.A.45

(1)

Including acquisitions. The main acquisitions in fiscal years 2012-2014 are detailed in Note 3 to the Consolidated Financial Statements.

(2)

The Group held an 18.24% stake in OAO Novatek as of December 31, 2014.


Item 4 - C. Other Matters

The Refining & Chemicals segment has an investment budget of approximately $1.5 billion in 2015, which is expected to be allocated to the refining, petrochemicals and specialty chemicals businesses. The modernization of the integrated platform in Antwerp, Belgium is the largest investment in the segment in 2015. A significant portion of the segment’s budget will also be allocated to the maintenance and safety investments required for these types of industrial activities.

The Marketing & Services segment has an investment budget of approximately $1.5 billion, which is expected to finance, in particular, the service station network, logistics, specialty products 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).

After 2015, TOTAL expects investments to be in line with more moderate post-2017 growth from a larger production base. The Group monitors the evolution of the Brent price and will consequently adapt its investments without compromising its medium-term objectives.

TOTAL self-finances most of its investments from its excess cash from operations (refer to the Consolidated Statement of Cash Flows), which is mainly supplemented by accessing the bond market on a regular basis, when conditions on the financial markets are favorable (refer to Note 20 to the Consolidated

Financial Statements). However, investments for certain joint ventures between TOTAL and external partners are funded through specific project financing.

Active management of the asset portfolio, which is fully integrated into the Group’s strategy, creates value and TOTAL has confirmed its 2015-17 asset sale program of $10 billion. In addition, the Group makes targeted acquisitions. As the first international company to enter the new ADCO concession in Abu Dhabi, TOTAL demonstrated its ability to access resources under good conditions and create strong partnerships in a strategic region offering various development opportunities.

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 the Group’s off-balance sheet commitments and contractual obligations appear in Note 23 to the Consolidated Financial Statements. The Group currently believes that neither these guarantees nor the other off-balance sheet commitments of TOTAL S.A. or of any other Group company have, or could reasonably have in the future, a material effect on the Group’s financial position, income and expenses, liquidity, investments or financial resources.

The sale of TOTAL’s stake in offshore Block OML 138 in Nigeria, including the Usan field, announced in November 2012 was not able to close. The Group is actively pursuing efforts to sell this asset.

 

 

 

C. OTHER MATTERS

 

Various factors, including certain events or circumstances discussed below, have affected or may affect TOTAL’s business and results.

Exploration and production legal considerations

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.

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.

The production sharing contract (PSC) involves a more complex legal framework than the concession agreement: it defines the terms and conditions of production sharing and sets the rules governing the cooperation between the company or consortium in possession of the license and the host State, which is generally represented by a state-owned company. The latter can thus be involved in operating decisions, cost accounting and production allocation.

The 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 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 remuneration, agreed by contract, which depends notably on the field performance. For example, the remuneration under the Halfaya Iraqi contract is based on an amount calculated per barrel produced.

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.

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.

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.

1.Management and monitoring of industrial and environmental risks

 

1.1.

TOTAL policies regarding health, safety and the environment

TOTAL has developed a “Health Safety“Safety Health Environment Quality Charter”(see (refer to “— Health7.2. Safety, Environment Quality Charter”health and environment information”, below)below.) that sets out the basic principles applicable within the Group regarding the protection of people, property and the environment. This charter is rolled outimplemented at several levels within the Group by means of its management systems.

46TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

Along these lines, TOTAL has developed efficient organizations as well as safety, environmental and quality management systems whichthat it makes every effortseeks to have certified or assessed (e.g., standards such as the International Safety Rating System, ISO 14001 and ISO 9001).

In most countries, TOTAL’s operations are subject to laws and regulations concerning health, safety and environmental protection health and safety, to which TOTAL ensures compliance(seecompliance (see “— 3.3. Health, safety and environmental regulations”, below).

 

1.2.

Assessment

As part of its policy, TOTAL assessesperforms regular assessments, following various procedures, of risks and impacts in the areas of industrial safety (particularly process safety), the environment and the protection of workers and local residents:residents, including:

 

prior to approving new projects, investments, acquisitions and disposals;

periodically during operations (safety studies, environmental impact studies,assessments, health impact studies and Technological Risk Prevention Plan - PPRT in France);

prior to releasing new substances on the market (toxicological and ecotoxicological studies and life cycle analyses); and

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 particular, TOTAL has developed a common methodology for analyzing technological risks that is being gradually applied to all activities carried out by the companies of the Group.Group (refer to “— 7.2.2.3. Incident risk”, below).

 

1.3.

Management

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.remediation.

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.

In addition, performance indicators (particularly 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 identified risk scenarios.

46TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

The Group has a crisis management process that relies on a permanent on-call system, regular exercises conducted at the risk scenarios identified.industrial sites of its main entities, a benchmark of the best practices of international companies and training courses in crisis management, as well as procedures, emergency booklets and tools that can be used in the event of a crisis.

The organization set up in the event of a crisis is deployed at two closely-coordinated levels:

at the local level (country, site or entities), a crisis unit is responsible for ensuring operational management and implementations of emergency plans; and

at the head office level, a crisis unit consisting 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.

In particular,addition, 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, activities and environment and are consistent with the Group’s plan. They are reviewed regularly and tested through exercises.exercises (see “— 7.2.2.3. Incident risk”, below).

At the Group level, TOTAL has set up an organization structured around the PARAPOL (PlanPlan to Mobilize Resources Against Pollution)Pollution (PARAPOL) alert scheme to facilitate crisis management and

provide assistance without geographical restriction by mobilizing both internal and external resources in the event of pollution of marine, coastal or inland waters. The

PARAPOL procedure is made available to subsidiariesentities of the Group and its main goal is to facilitate access to internal experts and physical response resources.

Furthermore, the Company 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 the Group has operations, including, in particular, Oil Spill Response Limited and CEDRE (CenterCentre for Documentation, Research and Experimentation on Accidental Water Pollution)Pollution (CEDRE).

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.

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 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.

Task Force 2, in coordination with the Global Industry Response Group (GIRG) created by the OGP (International Association of Oil and Gas Producers), is developing deep offshore oil capture systems and planning related containment operations in case of a pollution event in deep waters. Several of these systems were positioned in various parts of the world in 2013 and one of them was tested by TOTAL in November 2013 during a large-scale exercise in Angola.

Task Force 3 addressed 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.

The task forces have now finalized most of their work in 2012 and the Group has continued deployingcontinues to roll out solutions to minimize such risks. Detailed information on TOTAL’s initiatives in the fields of safety and protection of the environment is provided in “— 7. Social and environmental information”, below.

The GroupTOTAL 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.

 

2.Insurance and risk management

2.1.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.

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.

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 2014, the net amount of risk retained by ORC after reinsurance was a maximum of $53 million per onshore third-party liability insurance claim, or $77 million per offshore third-party liability insurance claim, on the one hand, and $75 million per property damage and/or business interruption insurance claim, on the other hand.

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 $152 million per occurrence.

2.2.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:

define scenarios of major disaster risks (estimated maximum loss);

assess the potential financial impact on the Group should a catastrophic event occur;

help to implement measures to limit the probability that a catastrophic event occurs and the financial consequences if such event should occur; and

manage the level of financial risk from such events to be either covered internally by the Group or transferred to the insurance market.

2.3.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).

The amounts insured depend on the financial risks defined in the disaster scenarios and the coverage terms offered by the market (available capacities and price conditions).

More specifically for:

Third-party liability: 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 2014, the Group’s third-party liability insurance for any liability (including potential accidental environmental liabilities) was capped at $900 million (onshore) and $800 million (offshore).

Property damage and business interruption: the amounts insured vary by sector and by site and are based on the

2014 Form 20-F TOTAL S.A.47


Item 4 - C. Other Matters

 

estimated cost and scenarios of reconstruction under maximum loss situations and on insurance market conditions. The Group subscribed for business interruption coverage in 2014 for its main refining and petrochemical sites.

For example, for the Group’s highest risks (North Sea platforms and main refineries and petrochemical plants), in 2014 the insurance limit for the Group share of the installations was approximately $1.7 billion for the Refining & Chemicals segment and approximately $2 billion for the Upstream segment.

Deductibles for property damage and third-party liability fluctuate between0.1 and10 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. In addition, the main refineries and

petrochemical plants bear a combined retention for property damage and business interruption of $50 million per insurance claim.

Other insurance contracts are bought by the Group in addition to property damage and third-party liability coverage, mainly in connection with car fleets, credit insurance and employee benefits. These risks are mostly underwritten by outside insurance companies.

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.

3.Certain legal aspects of the Group’s activities

3.1.Exploration and production legal considerations

TOTAL’s Upstream segment conducts activities in various countries that are 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.

Licenses, permits and contracts governing the Group’s ownership of oil and gas interests have terms that vary from country to country and 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.

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 host country, usually the owner of the subsoil resources, a production-based royalty, income tax, and possibly other taxes that may apply under local tax legislation.

The production sharing contract (PSC) involves a more complex legal framework than the concession agreement: it defines the terms and conditions of production sharing and sets the rules governing the cooperation between the company or consortium in possession of the license and the host country, which is generally represented by a state-owned company. The latter can thus be involved in operating decisions, cost accounting and production allocation.

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 is intended to cover its incurred expenses (capital 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 the host country or state-owned company, on the other hand.

In some instances, concession agreements and PSCs coexist, sometimes in the same country or even on the same block. Even though there are other contractual models, TOTAL’s license portfolio is comprised mainly of concession agreements.

On most licenses, the partners and/or the authorities of the host country, 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 PSCs. However, the profit oil is replaced by a defined cash monetary remuneration, agreed by contract, which depends notably on field performance parameters such as the amount of barrels produced.

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 relinquish 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.

TOTAL pays taxes on income generated from its oil and gas production and sales activities under its concessions, PSCs 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 is generally substantially higher than those imposed on other industrial or commercial businesses.

The legal framework of TOTAL’s exploration and production activities, established through concessions, licenses, permits and contracts granted by or entered into with a government entity, a state-owned company or, sometimes, private owners, is subject to certain risks that, in certain cases, can reduce or challenge the protections offered by this legal framework. In addition to the uncertainties surrounding enforcement of contractual rights, new regulations requiring detailed disclosure of payments made by the Group’s companies to public entities in connection with its mining operations (including hydrocarbons) may adversely impact the activities of the Group, its results or its reputation.

3.2.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.

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 implementation is based on a dedicated organization, the involvement of hierarchies and staff, and an alert procedure.

48TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

3.3.Health, safety and environmentenvironmental regulations

TOTAL is subject to extensive and increasingly strict health, safety and environmental (“HSE”) regulations in the European Union (“EU”), the United States and the rest of the world.

i. European Union:

3.3.1.European Union

The following is a non-exhaustive list of major HSE regulations and directives that affect TOTAL’s operations and products in the EU:

Risk prevention

 

Risk prevention

The Seveso III Directive (2012/18/EU), which entered into force in August 2012, updated and replaced the Major Hazards Directive Seveso II of 1996 that required emergency planning, public disclosure of emergency plans, assessment of hazards and emergency management systems. This Directive strengthened rules on the control of major accident hazards and integrated provisions on EU chemicals law (integration into the Seveso III Directive of the Classification, Labelling and Packaging (CLP) regulation and adapting the EU system to the UN’s international chemicals classification — Globally Harmonized System, or GHS). This Directive also clarified and updated other provisions, including introducing stricter inspection standards, improving the level and quality of information available to the public in the event of an accident, and public participation in decision-making and access to justice. EU Member States must transpose and implement this Directive by June 2015, which is also the date on which the new UN GHS becomes fully applicable in Europe.

The EU adopted the Safety of offshore oil and gas operations Directive on June 10, 2013. The new regulatory framework aims at reducing the occurrence of major accidents related to offshore oil and gas operations and to limit their consequences by establishing minimum conditions for safe offshore exploration and exploitation and improving the response mechanisms in the event of a major accident. This Directive sets clear rules that cover the whole lifecycle of all exploration and production activities from design to the final removal of an oil or gas installation. In addition, the Directive also provides rules for transparency and sharing of information, cooperation between EU Member States, emergency response plans and transboundary emergency preparedness and response. EU Member States must transpose and implement this Directive by July 2015.

The regulation REACH (Registration, Evaluation and Authorization and Restriction of Chemicals) came into force in June 2007 and required the pre-registration of chemical substances manufactured or imported into the EU by December 2008, to qualify for full registration under a phase-in during the period 2010-2018. This regulation requires the registration and identification of chemical substances manufactured or imported in EU Member States in a central database in the European Chemical Agency (ECHA) in Helsinki, and can result in restrictions on the sales or uses of such substances. REACH requires TOTAL to evaluate the hazards of its chemicals and products and may result in future changes to warning labels and material safety data sheets. To date, the Group has registered more than 220 substances.

The Seveso III Directive (2012/18/EU), which entered into force in August 2012, updated and replaced the Major Hazards Directive Seveso II of 1996 that required emergency planning, public disclosure of emergency plans, assessment of hazards and emergency management systems. The new Directive strengthened rules on the control of major accident hazards and integrated provisions on EU chemicals law (integration into the Seveso III Directive of the Classification, Labelling and PackagingProtection of the natural environment(CLP) regulation and adapting the EU system to the UN’s international chemicals classification — Globally

2013 Form 20-F TOTAL S.A.47


Item 4 - Other Matters

 

The Industrial Emissions Directive (2010/75/EU) (“IED”) entered into force in January 2011 and replaced the Integrated Pollution Prevention and Control Directive (IPPC) and numerous sectorial directives as of January 2014, with

  

Harmonized System, or GHS). This Directive also clarified and updated other provisions, including introducing stricter inspection standards, improving the level and quality of information available to the public in the event of an accident, and public participation in decision-making and access to justice. EU Member States must transpose and implement this Directive by June 2015, which is also the date on which the new UN GHS becomes fully applicable in Europe.

The EU adopted the Safety of offshore oil and gas operations Directive on June 10, 2013. The new regulatory framework aims at reducing the occurrence of major accidents related to offshore oil and gas operations and to limit their consequences by establishing minimum conditions for safe offshore exploration and exploitation and improving the response mechanisms in the event of a major accident. The new Directive sets clear rules that cover the whole lifecycle of all exploration and production activities from design to the final removal of an oil or gas installation. In addition, the Directive also provides rules for transparency and sharing of information, cooperation between EU Member States, emergency response plans and transboundary emergency preparedness and response. EU Member States must transpose and implement this Directive by July 2015.

The regulation REACH (Registration, Evaluation and Authorization and Restriction of Chemicals) came into force in June 2007 and required the pre-registration of chemical substances manufactured or imported into the EU by December 2008, to qualify for full registration under a phase-in during the period 2010-2018. This regulation requires the registration and identification of chemical substances manufactured or imported in EU Member States in a central database in the European Chemical Agency (ECHA) in Helsinki, and can result in restrictions on the sales or uses of such substances. REACH requires TOTAL to evaluate the hazards of its chemicals and products and may result in future changes to warning labels and material safety data sheets. To date, the Group has registered more than 220 substances.

Protection of the natural environment

The Industrial Emissions Directive (“IED”) (2010/75/EU) entered into force in January 2011 and replaced the Integrated Pollution Prevention and Control Directive (IPPC) and numerous sectorial directives as of January 2014, with the exception of the Large Combustion Plants (LCP) Directive of 2001, which will be repealed with effect from January 2016. The IED was required to be transposed by EU Member States into their national legislations by early January 2013. France transposed this Directive into its national legislation in May 2013.

By imposing the reduction of emissions from industrial installations, the IED will progressively result in stricter emission limits on certain facilities of TOTAL by making compulsory certain rules described in the Best Available Techniques (BAT) Reference Documents (BREFs). The BREFs and related BAT documents are published by the European Commission (“EC”) after exchanges of information between experts from the EU Member States, industry and environmental organizations to determine BATs. This exchange is coordinated by the European IPPC Bureau of the Institute for Prospective Technology Studies at the European Joint Research Centre in Seville, Spain.

By imposing the reduction of emissions from industrial installations, the IED will progressively result in stricter emission limits on certain facilities of TOTAL by making compulsory certain rules described in the Best Available Techniques (BAT) Reference Documents (BREFs). The BREFs and related BAT documents are published by the European Commission (“EC”) after exchanges of information between experts from the EU Member States, industry and environmental organizations to determine BATs. This exchange is coordinated by the European IPPC Bureau of the Institute for Prospective Technology Studies at the European Joint Research Centre in Seville (Spain).

Among other things, the Air Quality Framework Directive (2008/50/EC) (“AQFD”) and related directives on ambient air quality assessment and management limit emissions of sulphur dioxide, nitrogen dioxide and oxides of nitrogen, particulate matter, lead, carbon monoxide, benzene and ozone. The EC adopted in December 2013 a “Clean Air Package” including a Clean Air Programme for Europe with measures to ensure that existing targets of the AQFD are met in the short term and to introduce new air quality objectives for the period up to 2030, a revised National Emission Ceilings Directive with stricter national emission ceilings for the six main pollutants and a proposal for a new directive to reduce pollution from medium-sized combustion installations.

 

Certain maritime safety directives implemented in France between 2011 and 2012 require tankers to have double hulls and ship owners to acquire improved insurance coverage, mandate improvements to traffic monitoring, accident investigations and in-port vessel inspection, and further regulate organizations that inspect and confirm conformity to applicable regulations.

Among other things, the Air Quality Framework Directive (2008/50/EC) (“AQFD”) and related directives on ambient air quality assessment and management limit emissions of sulphur dioxide, nitrogen dioxide and oxides of nitrogen, particulate matter, lead, carbon monoxide, benzene and ozone. The EC adopted in December 2013 a “Clean Air Package” including a Clean Air Programme for Europe with measures to ensure that existing targets of the AQFD are met in the short term and to introduce new air quality objectives for the period up to 2030, a revised National Emission Ceilings Directive with stricter national emission ceilings for the six main pollutants and a proposal for a new directive to reduce pollution from medium-sized combustion installations.

Numerous directives impose water quality standards based on the various uses of inland and coastal waters, including ground water, by setting limits on the discharges of many dangerous substances and by imposing information gathering and reporting requirements.

Certain maritime safety directives implemented in France between 2011 and 2012 require tankers to have double hulls and ship owners to acquire improved insurance coverage, mandate improvements to traffic monitoring, accident investigations and in-port vessel inspection, and further regulate organizations that inspect and confirm conformity to applicable regulations.

Numerous EU directives impose water quality standards based on the various uses of inland and coastal waters, including ground water, by setting limits on the discharges of many dangerous substances and by imposing information gathering and reporting requirements.

Adopted and effective since 2000, a comprehensive Water Framework Directive (2000/60/EC) is progressively replacing numerous existing directives with a comprehensive set of requirements, including additional regulations obligating EU Member States to classify all water courses according to their biological, chemical and ecological quality, and to completely ban the discharges of approximately thirty toxic substances by 2017.

 

Concerning the exploitation of shale gas, the EC launched in 2013 the initiative for the “Environmental, Climate and Energy Assessment Framework to Enable a Safe and Secure Unconventional Hydrocarbon Extraction”. This initiative, which is subject to an impact assessment, is intended to provide a framework to manage risks, address regulatory shortcomings and provide maximum legal clarity and predictability concerning the exploration and operation of shale gas to both market operators and citizens across the EU. In January 2014, the EC adopted a (non-binding) Recommendation setting minimum core principles for the exploration and production of hydrocarbons using high-volume hydraulic fracturing, which EU Member States were invited to apply

2014 Form 20-F TOTAL S.A.49


Item 4 - C. Other Matters

  

Concerning the exploitation of shale gas, the EC launched in 2013 the “Environmental, Climate and Energy Assessment Framework to Enable a Safe and Secure Unconventional Hydrocarbon Extraction” initiative. This initiative, which is subject to an impact assessment, is intended to provide a framework to manage risks, address regulatory shortcomings and provide maximum legal clarity and predictability concerning the exploration and operation of shale gas to both market operators and citizens across the EU.within six months. In JanuaryOctober 2014, the EC adopted a (non-binding) Recommendation setting minimum core principles for the exploration and production of hydrocarbons using high-volume hydraulic fracturing, which EU Member States arewere invited to apply within six months. Discussions are expectedinform the EU Commission by the end of 2014 of measures adopted in response to be pursued with competent national authorities in 2014.the Recommendation.

See “— B. Business Overview — Upstream Segment — Exploration & Production —2.1.7.6. Europe — France” for an overview of TOTAL’s Montélimar exclusive exploration license and related government revocation.

 

The EU framework Directive on Waste Disposal, which entered into force in December 2008, ensures that waste is recovered or disposed of without endangering human health and without using processes or methods that could unduly harm the environment. Numerous related EU directives regulate specific categories of waste.

The EU framework Directive on Waste Disposal, which entered into force in December 2008, ensures that waste is recovered or disposed of without endangering human health and without using processes or methods that could unduly harm the environment. Numerous related EU directives regulate specific categories of waste. In July 2014, the EU Commission published “Towards a circular economy: a zero waste programme for Europe”. The circular economy refers to re-using, repairing, refurbishing and recycling existing materials and products. The EU Commission also adopted in July 2014 a legislative proposal to review recycling and other waste related targets in the EU.

Biodiversity issues are being given increasing regulatory consideration. Following the 2010 Nagoya summit, the UN’s 65th General Assembly decided to form the

Biodiversity issues are being given increasing regulatory consideration. Following the 2010 Nagoya summit, the UN’s 65th General Assembly decided to form the Intergovernmental Science-Policy Platform on Biodiversity (IPBES) in order to share knowledge and future policies on biodiversity and ecosystem services. In April 2014, the EU adopted a regulation on compliance measures for users from the Nagoya Protocol on Access to Genetic Resources and the Fair and Equitable Sharing of Benefits Arising from their Utilization in the Union. The implementing regulation is currently being elaborated and is expected to enter into force in the second half of 2015. It is expected to address registered collection and best practices as well as the monitoring of user compliance.

The EU is committed to the protection of biodiversity and to halting biodiversity loss within the EU by 2020. The EU has identified a need for action to promote a wider no-net-loss approach to biodiversity and ecosystems in order to achieve the overall 2020 objective of the EU Biodiversity Strategy. As a result, the EU Commission is expected to develop in 2015 an impact assessment on the policy options for a “No Net Loss” initiative.

48TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

Climate protection

 

With respect to the Kyoto protocol, which expired in 2012, the 2011 UN Climate Conference in Durban extended the Kyoto principles beyond 2012 in order to permit negotiations for the possible adoption by 2015 of a new legally-binding international agreement. The latest UN Climate Conference, held in Lima in December 2014, was an important precursor to a possible adoption of a global climate agreement in Paris in 2015. The Lima conference agreed on two deliverables: the Lima Call for Climate Action (“Lima Call”) focusing on the nature of the intended national determined commitments and its annex, the elements text, with these two documents constituting the basis for the 2015 agreement. The Lima Call requires countries to describe their proposed emissions reduction targets in a clear, transparent and understandable way. In order to assess these proposals, the UNFCCC secretariat will publish the national contributions and prepare a report prior to the 2015 meeting in Paris.

The “Climate Action and Renewable Energy Package” imposes an EU objective referred to as “3 x 20”, which commits EU Member States by 2020 to reduce overall GHG emissions to at least 20% below 1990 levels, to improve

  

Intergovernmental Science-Policy Platform on Biodiversity (IPBES) in order to share knowledge and future policies on biodiversity and ecosystem services.

Climate protection

With respect to the Kyoto protocol, which expired in 2012, the 2011 UN Climate Conference in Durban extended the Kyoto principles beyond 2012 in order to permit negotiations for the possible adoption by 2015 of a new legally-binding international agreement. The latest UN Climate Conference, held in Warsaw in December 2013, established a roadmap to negotiate the 2015 binding universal climate agreement to be signed by the negotiating countries. The next UN Climate Conference will be held in 2014 in Lima and will be followed in 2015 by the 21st Conference in Paris.

With a view towards the possible adoption of the aforementioned international agreement in 2015, certain negotiating countries have initiated or intensified domestic preparation for their national contributions towards such agreement.

The ETS (Emission Trading Scheme) Directive (2003/87/CE), as amended, was adopted in 2003 in the framework of the Kyoto Protocol in order to establish a scheme for greenhouse gas (“GHG”) emission allowance trading within the EU with the goal of significantly reducing GHG emissions. This trading scheme required EU Member States to prepare national allocation plans identifying CO2 quotas for each industrial installation for specific sectors. In accordance with the 2009 revision of the aforementioned Directive, a progressive quota auctioning mechanism is in place for the period 2013-2020 (referred to as the “3rd phase”). Since the quantity of freely-allocated allowances will gradually decrease until 2020, TOTAL’s industrial facilities may incur capital and operating costs to comply with such legislation, including the partial acquisition of emissions allowances.

The “Climate Action and Renewable Energy Package” imposes an EU objective referred to as “3 x 20”, which commits EU Member States by 2020 to reduce overall GHG emissions to at least 20% below 1990 levels, to improve energy efficiency by 20% and to increase renewable energy usage by 20% compared to the projections for 2020.

In 2011, the EC published a “Roadmap for moving to a competitive low-carbon economy in 2050” to look beyond these 2020 objectives and to set out a plan to meet the long-term target of reducing domestic emissions by 80% to 95% by mid-century.

In 2013, the EC published a Green Paper entitled “A 2030 Framework for Climate and Energy Policies” to propose to review European climate objectives for 2030. In January 2014, the EC proposed a new EU framework on climate and energy for 2030. EU leaders agreed on October 23, 2014 the domestic 2030 includinggreenhouse gas reduction target of at least 40% compared to 1990 and on a target to reduce EU domestic GHG emissionsof at least 27% for renewable energy and energy savings by 40% by2030.

To achieve the defined targets, the ETS Directive will be reformed and strengthened: a 43% greenhouse gas reduction target in 2030 which is expected to be further debated in particular in the European Council and European Parliament.ETS translates into the cap declining by 2.2% annually from 2021, compared to the rate of 1.74% up to 2020.

The sectors most responsible for emissions in the EU (i.e., power generation, industry, transport, buildings and construction, as well as agriculture) are charged with making the transition to a low-carbon economy over the coming decades, and these issues could affect TOTAL’s operations in the future.

 

The 2009 Directive on Carbon Capture and Storage (CCS) (2009/31/EC) (“CCS Directive”) forms the basis for developing CCS projects that are expected to help provide solutions for the reduction of CO2 emissions. The EC issued four guidance documents in 2011 to support coherent implementation of the CCS Directive with respect to the geological storage of CO2 across EU Member States. The Directive requires the EU Commission to review the application of the Directive and to submit an implementation report to the EU Parliament and Council by March 31, 2015.

The 2009 Fuel Quality Directive (2009/30/EC) (“Fuel Quality Directive”), which applies to all petrol, diesel and biofuels used in road transport as well as to gasoil used in non-road-mobile machinery, requires by 2020 a reduction by 6% of the greenhouse gas levels of fuels used in vehicles, and regulates the sustainability of biofuels. According to this Directive, the EU Commission may adopt implementing measures concerning mechanisms to monitor and reduce greenhouse gas emissions. The EU Commission proposed in October 2014 a draft Directive concerning such calculation methods and related reporting requirements regarding the quality of petrol and diesel fuels. This proposal could be adopted during the first half of 2015.

CO2 emission allowances

 

 

CO2 emission allowances

The regulations concerning the market for CO2 emission allowances in Europe, EU-ETS (Europeanthe European Union Emissions Trading System)System (EU-ETS), entered a third phase on January 1, 2013. This phase marks the end of the overall free allocation of emission allowances: certain emissions, such as those related to electricity production, no longer benefit from free allowances, while for others, free allowances have been significantly reduced. Free allocations are now established based on the emission level of the top-performing plants within the same sector (“top 10 benchmark”) and lower-performing plants must purchase, at market price, the necessary allowances to cover their emissions over and

50TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

above these free allocations. 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).

Given these new rules and the European Commission’s decision to apply a “cross-sectoral correction factor” (CSCF) that reduces the total amount of free allocations for all sectors combined by an average of 11.6% over phase 3 (2013-2020), the Group estimates that approximately 30% of its emissions subject to the EU-ETS will not be covered by free allowances during the 2013-2020 period.

The revision in 2014 to the list of “sectors exposed to carbon leakage” confirmed that the refining sector in Europe is an exposed sector and, as such, it may continue to benefit from free allowances. However, performance for 2013 showed that this sector, which produces significant amounts of CO2, is almost the only sector with a free allowance deficit exceeding 20%. This deficit resulted mainly from effects of an ambitious sectoral benchmark and the CSCF, which is expected to become more severe year by year, thereby increasing the refining sector’s deficit to more than 30% by 2020.

The Group is exploring possible avenueshas taken legal actions in relevant local courts having jurisdiction for its concerned industrial sites to contest national decisions granting free allowances. In addition, the courts of appeal againstdifferent Member States brought the methodmatter before the Court of calculating this correction factor.Justice of the European Union for a preliminary ruling on the procedures for determining the free allowances.

The financial risk related to the foreseeable purchase of these allowances on the market should remain low for the Group if prices for emission allowances remain close to their current level (5/7/t CO2). If significantNevertheless, due to important regulatory changes are made to the regulation duringthat occurred in phase 3, such as the authorization given to the European Commission to intervene at its own discretion in the allowance auction calendar (backloading), or due to possible future regulatory changes, such as the establishment of a “market reserve”, prices for CO2 allowances could increase substantially, which could have a significant adverse impact on the results of the Group’s refining operations. Finally, the revision in 2014 of the list of sectors exposed to carbon leakage represents another regulatory uncertainty that, if it were to affect the refining sector in Europe, could also havecause a significant adverse impact on the results of the Group’s refining operations.

Environmental liability

 

The Directive on Environmental Liability (2004/35/EC) (“ELD”) seeks to implement a strict liability approach for damage to water resources, soils and protected species and habitats by authorized industrial activities. The ELD, which came into force in 2004, has since been amended several times in order to broaden the scope of strict liability by adding the “management of extractive waste” and the “operation of storage sites pursuant to Directive 2009/31/EC” to the list of dangerous occupational activities in Annex III of the ELD, and to extend the scope of “damage to marine waters”.

The Directive on Environmental Liability (2004/35/EC) (“ELD”) seeks to implement a strict liability approach for damage to water resources, soils and protected species and habitats by authorized industrial activities. The ELD, which came into force in 2004, has since been amended several times in order to broaden the scope of strict liability by adding the “management of extractive waste” and the “operation of storage sites pursuant to Directive 2009/31/EC” to the list of dangerous occupational activities in Annex III of the ELD, and to extend the scope of “damage to marine waters”.

EU Member States reported to the EC in 2013 their experiences concerning the application of the amended ELD. Based on these reports, the EC will submitwas supposed to have submitted a report

2013 Form 20-F TOTAL S.A.49


Item 4 - Other Matters

reviewing the amended ELD to the European Parliament and to the European Council by April 30, 2014, which may result2014. However, due to delays in reporting and evaluation and changes toat the amended ELD.EU political level (i.e., a new European Parliament and new Commission), the report has not yet been completed.

 

Directive 2008/99/EC, which concerns the protection of the environment through criminal law, obliges EU Member States

  

Directive 2008/99/EC, which concerns the protection of the environment through criminal law, obliges EU Member States to provide for criminal penalties in respect of serious infringements of EC regulations. In France, such obligation was transposed in July 2013.

Public information

 

Public

EU directives implementing the Aarhus International Convention of 1998 were adopted in 2003 and provide public information and participation rights in a variety of activities affecting the environment. French regulations on public inquiry and impact assessment were adopted in 2011 and entered into force in June 2012. These regulations reinforce public participation and information rights concerning projects that could affect the environment. In December 2012, September 2013 and December 2013, French regulations were published on public participation modalities in public decision-making processes on projects affecting the environment.

The Directive on Environmental Impact Assessment (EIA) (2014/52/EU) amending EIA Directive 2011/92/EU came into force in May 2014. The amended Directive simplified the rules for assessing the potential effects of projects on the environment and strengthened the provisions on the quality of EIAs.

 

3.3.2.

EU directives implementing the Aarhus International Convention of 1998 were adopted in 2003 and provide public information and participation rights in a variety of activities affecting the environment. French regulations on public inquiry and impact assessment were adopted in 2011 and entered into force in June 2012. These regulations reinforce public participation and information rights concerning projects that could affect the environment. In December 2012, September 2013 and December 2013, French regulations were published on public participation modalities in public decision-making processes on projects affecting the environment.United States

A proposed amendment of Directive 2011/92/EU on Environmental Impact Assessment (EIA) Directive was submitted to the European Parliament and Council by the EU Commission in October 2012 and the European Parliament adopted amendments in October 2013 to this proposal. As a result, this Directive is expected to be reviewed in 2014 and may result in the strengthening of provisions concerning the quality of environmental impact assessments.

ii. United States:In the United States, where TOTAL’s operations are less extensive than in Europe, TOTAL is also subject to significant HSE regulations at both the state and federal levels. Of particular relevance to TOTAL’s lines of business are:

Protection of the natural environment

The Clean Air Act and its regulations, which require, among other measures: stricter phased-in fuel specifications and sulfur reductions; enhanced emissions controls and monitoring at major sources of volatile organic compounds, nitrogen oxides, and other designated hazardous and non-hazardous air pollutants; GHG regulation; stringent pollutant emission limits; construction and operating permits for major air emission sources at chemical plants, refineries, marine and distribution terminals and other facilities; and risk management plans for the handling and storage of hazardous substances.

The Clean Water Act, which regulates the discharge of wastewater and other pollutants from both onshore and offshore operations and, among other measures, requires industrial facilities to obtain permits for most wastewater and surface water discharges, install control equipment and treatment systems, implement operational controls, and preventative measures, including spill prevention and control plans and practices to control storm water runoff.

The Resource Conservation and Recovery Act, which regulates the generation, storage, handling, treatment, transportation and disposal of hazardous waste and imposes corrective action requirements on regulated facilities requiring investigation and remediation of potentially contaminated areas at these facilities.

Environmental liability

The Comprehensive Environmental Response, Compensation, and Liability Act (also known as CERCLA or Superfund), under which waste generators, former and current site owners and operators, and certain other parties can be held jointly and severally liable for the entire cost of remediating sites contaminated by releases of hazardous substances regardless of fault or the amount or share of hazardous substances sent by a party to a site. The

 

2014 Form 20-F TOTAL S.A.51


Item 4 - C. Other Matters

 

The Clean Air Act and its regulations, which require, among other measures: stricter phased-in fuel specifications and sulfur reductions; enhanced emissions controls and monitoring at major sources of volatile organic compounds, nitrogen oxides, and other designated hazardous and non-hazardous air pollutants; GHG regulation; stringent pollutant emission limits; construction and operating permits for major air emission sources at chemical plants, refineries, marine and distribution terminals and other facilities; and risk management plans for the handling and storage of hazardous substances.

The Clean Water Act, which regulates the discharge of wastewater and other pollutants from both onshore and offshore operations and, among other measures, requires industrial facilities to obtain permits for most wastewater and surface water discharges, install control equipment and treatment systems, implement operational controls, and preventative measures, including spill prevention and control plans and practices to control storm water runoff.

The Resource Conservation and Recovery Act, which regulates the generation, storage, handling, treatment, transportation and disposal of hazardous waste and imposes corrective action requirements on regulated facilities requiring investigation and remediation of potentially contaminated areas at these facilities.

Environmental liability

The Comprehensive Environmental Response, Compensation, and Liability Act (also known as CERCLA orSuperfund), under which waste generators, former andcurrent site owners and operators, and certain other parties can be held jointly and severally liable for the entire cost of remediating sites contaminated by releases of hazardous substances regardless of fault or the amount or share of hazardous substances sent by a party to a site. The U.S. Environmental Protection Agency (“EPA”) has authority under Superfund to order responsible parties to clean up contaminated sites and may seek recovery of the government’s response costs from responsible parties. States have similar legal authority to compel site investigations and cleanups and to recover costs from responsible parties. The U.S. government and states may also sue responsible parties under CERCLA for damage to natural resources (e.g., rivers and wetlands) arising from releases of hazardous substances.

Risk prevention

National and international maritime oil spill laws, regulations and conventions, including the Oil Pollution Act of 1990 (“OPA 90”) and certain coastal state laws impose significant operational, compliance and liability regimes. OPA 90 imposes significant oil spill prevention requirements, spill response planning and training obligations, ship design requirements (including phased in double hull requirements for tankers), operational restrictions, spill liability for tankers and barges transporting oil, offshore oil platform facilities and onshore terminals and establishes an oil liability spill fund paid for by taxes on imported and domestic oil.

Offshore oil and gas operations are regulated by the Bureau of Ocean Energy Management, which is responsible for managing development of offshore resources, and the Bureau of Safety and Environmental Enforcement (“BSEE”), which is responsible for safety and environmental oversight of offshore oil and gas operations. The BSEE has implemented more stringent permitting requirements and oversight of offshore drilling. Among other changes, well design, casing and cementing standards have been upgraded and compliance must be certified by a professional engineer. In addition, plans must describe containment resources available in case of an underwater blowout and worst case discharge, and operators in the Gulf of Mexico are required to develop and implement a Safety and Environmental Management Systems program.

Other significant U.S. environmental legislation includes the Toxic Substances Control Act, which regulates the development, testing, import, export and introduction of new chemical products into commerce, and the Emergency Planning and Community Right-to-Know Act, which requires emergency planning and spill notification as well as public disclosure of chemical usage and emissions. The Hazardous Materials Transportation Act (HMTA) regulates material designations, packaging requirements, and operation rules and procedures for the transport of hazardous materials within the United States.

TOTAL’s facilities in the United States are also subject to extensive workplace safety regulations promulgated by the Occupational Safety and Health Administration (“OSHA”). Most notable among OSHA regulations is the Process

50TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

 

National and international maritime oil spill laws, regulations and conventions, including the Oil Pollution Act of 1990 (“OPA 90”) and certain coastal state laws impose significant operational, compliance and liability regimes. OPA 90 imposes significant oil spill prevention requirements, spill response planning and training obligations, ship design requirements (including phased in double hull requirements for tankers), operational restrictions, spill liability for tankers and barges transporting oil, offshore oil platform facilities and onshore terminals and establishes an oil liability spill fund paid for by taxes on imported and domestic oil.

Offshore oil and gas operations are regulated by the Bureau of Ocean Energy Management, which is responsible for managing development of offshore resources, and the Bureau of Safety and Environmental Enforcement (“BSEE”), which is responsible for safety and environmental oversight of offshore oil and gas operations. The BSEE has implemented more stringent permitting requirements and oversight of offshore drilling. Among other changes, well design, casing and cementing standards have been upgraded and compliance must be certified by a professional engineer. In addition, plans must describe containment resources available in case of an underwater blowout and worst case discharge, and operators in the Gulf of Mexico are required to develop and implement a Safety and Environmental Management Systems program.

Other significant U.S. environmental legislation includes the Toxic Substances Control Act, which regulates the development, testing, import, export and introduction of new chemical products into commerce, and the Emergency Planning and Community Right-to-Know Act, which requires emergency planning and spill notification as well as public disclosure of chemical usage and emissions. The Hazardous Materials Transportation Act (HMTA) regulates material designations, packaging requirements, and operation rules and procedures for the transport of hazardous materials within the United States.

TOTAL’s facilities in the United States are also subject to extensive workplace safety regulations promulgated by the Occupational Safety and Health Administration (“OSHA”). Most notable among OSHA regulations is the Process Safety Management of Highly Hazardous Chemicals standard, a comprehensive regulatory program that requires major industrial sources, including petroleum refineries and chemical manufacturing facilities, to undertake significant hazard assessments during the design of new industrial processes and modifications to existing processes, as well as a comprehensive and continual monitoring and management process for these chemicals.

Climate protection

EPA regulation of greenhouse gas (GHG) emissions from industrial sources under the Clean Air Act’s Prevention of Significant Deterioration and Title V operating permit programs

 

Safety Management of Highly Hazardous Chemicals standard, a comprehensive regulatory program thatrequires major industrial sources, including petroleum refineries and chemical manufacturing facilities, to undertake significant hazard assessments during thedesign of new industrial processes and modifications to existing processes, as well as a comprehensive and continual monitoring and management process for these chemicals.

Climate protection

 

EPA regulation of greenhouse gas (GHG) emissions from industrial sources under the Clean Air Act’s Prevention of Significant Deterioration and Title V operating permit programs formally commenced in early January 2011. With the new EPA rules affecting a variety of emission sources and activities, TOTAL’sThe Group’s U.S. subsidiaries may be required among other things, to obtain GHG permits to construct new facilities or to modify existing facilities. As a result, TOTAL’s U.S. subsidiaries could incur additional capital and operating costs to comply with control technology and/or facility upgrade requirements to reduce GHG emissions.

Proposed revised ozone standard

 

In December 2014, the EPA proposed to revise the ozone national ambient air quality standard from the current 0.075 parts per million (ppm) to a level within the range of0.065 - 0.070 ppm. If revised to that level, the ozone standard could result in higher emissions offset requirements for facility expansions and modifications, and stricter controls on emissions of nitrogen oxides and volatile organic compounds. As a result, the Group’s U.S. refining and chemical facilities located in areas designated as not attaining the revised ozone standard could incur additional capital and operating costs. The EPA’s final decision on revising the standard is expected by October 1, 2015.

Proposed refinery sector regulations

In June 2014, the EPA proposed changes to existing Clean Air Act regulations affecting the petroleum refinery sector. Included in the proposed rules are requirements for fenceline monitoring and stricter control measures to reduce emissions of hazardous air pollutants from processing units, flares and storage tanks. As a result, the Group’s U.S. petroleum refinery is expected to require capital upgrades and incur additional operating costs to comply with new requirements. Promulgation of the final rule is expected in June 2015.

Unconventional gas production

TOTAL has investments in the United States in unconventional gas plays that utilize hydraulic fracturing, or

“fracking,” a process that involves pumping a mixture of water, sand and chemicals underground at high pressure to fracture rock formations and release natural gas andliquids that are otherwise inaccessible. Currently, regulation of these practices occurs at the state level, although there are a number of federal legislative agency proposals that could alter the regulatory framework. In April 2012, the EPA issued final rules that established new air emission controls for oil and natural gas production and natural gas processing operations, which include new emissions standards for a variety of oil and natural gas production and processing activities. In addition, various state initiatives could result in stricter regulation of fracking. Increased regulation could affect TOTAL’s operating costs, profitability and future investments in these unconventional gas plays.

 

TOTAL has investments in unconventional gas plays in the states of Texas and Ohio that utilize hydraulic fracturing, or “fracking,” a process that involves pumping water, sand and chemicals underground at high pressure to fracture rock formations and release natural gas and liquids that are otherwise inaccessible. Currently, regulation of these practices occurs at the state level, although there are a number of federal agency proposals that could alter this framework, including proposed regulations governing operations on federal lands. Various state initiatives could also result in stricter control of fracking, impacting TOTAL’s operating costs, profitability and future investments in these unconventional gas plays. Additionally, the EPA is phasing in rules governing the emission of volatile organic compounds (VOCs) from oil and natural gas production and processing operations that may have a similar impact.

On January 14, 2015, the Obama administration announced a new initiative to cut methane emissions from the oil and gas sector by 40-45 percent from 2012 levels by 2025. Future EPA rulemaking to implement this initiative can be expected to impact TOTAL’s unconventional gas production and other oil and gas operations.

Legal proceedings

 

Proceedings instituted by governmental authorities are pending or known to be contemplated against certainProceedings instituted by governmental authorities are pending or known to be contemplated against certain U.S.-based subsidiaries of TOTAL under applicable environmental laws that could result in monetary sanctions in excess of $100,000. No individual proceeding is, nor are the proceedings as a whole, expected to have a material adverse effect on TOTAL’s consolidated financial position or profitability.

52TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

4.Research & Development

Certain R&D initiatives of the Group are set forth below. For additional information on the Group’s R&D, see “Item 5 — G. Research and Development”.

4.1.Upstream segment

In Exploration & Production, in addition to continuously optimizing the development of deep offshore projects and gas resources, TOTAL continues to improve its exploration, seismic acquisition and imagery technologies over 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 carbonate reservoirs.

A new direction is being taken to carry out deep offshore operations in even deeper waters, on the one hand, and at greater distances for multiphase production transport, on the other hand, which is fully in line with the ambitious goals of Exploration & Production and supports major technology-intensive assets such as Libra in Brazil.

Enhancing oil recovery from mature reservoirs and recovery of heavy oil and bitumen with lower environmental impacts are also subjects involving active research.

R&D activity has been intensified in the field of unconventional resources, with a strong focus on water management throughout the production cycle and the search for alternatives to hydraulic fracking. In addition, new technologies for the exploitation of oil shales by pyrolysis are being developed, bothin situ andex situ.

The CO2oxycombustion capture and storage project in the depleted Rousse reservoir in Lacq (France) is now in the monitoring phase following the injection phase, which ended in April 2013. 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 capturing solutions.

Finally, R&D continues to devote considerable efforts to technologies for water management associated to the production of hydrocarbons. This subject is now part of a larger program dedicated to sustainable development.

In Gas & Power, the program to develop new LNG (Liquefied Natural Gas) solutions is ongoing.

4.2.Refining & Chemicals segment

4.2.1.Refining & Chemicals (excluding Specialty Chemicals)

The aim of R&D is to support the medium and long-term development of Refining & Chemicals. In doing so, it contributes to the technological differentiation of this business through the development, implementation and promotion of effective R&D programs that pave the way for the industrialization of knowledge, processes and technologies.

In line with Refining & Chemicals’ strategy, R&D places special emphasis on the following four major challenges: take advantage of different types of feedstock, optimize the value of assets, continue to develop innovative products, and develop bio-sourced products. The medium-term strategy of the project portfolio and its deployment plan will facilitate Refining & Chemicals’ technological differentiation.

To take advantage of different types of feedstock, R&D activities related to the processing of more diversified crudes have increased significantly through a better understanding of the effect

that feedstocks have on equipment and processes at the molecular level. R&D is launching ambitious new programs to develop various technologies for producing liquid fuels, monomers and intermediates from gas.

R&D is developing know-how and technologies with a view to optimizing the value of assets. Its efforts mainly involve programs focusing on the flexibility and availability of facilities. Advanced modeling of feedstocks and processes helps the units overcome their processing-related constraints and operate in real time with these constraints in mind. Research conducted on catalysts is helping to increase their resistance to poisons, improve catalytic stability and extend cycle time at a lower cost. Programs are being set up to maximize the value of heavy residues.

In response to concerns related to social and environmental acceptability, R&D focuses its efforts on reducing emissions, with the aim of ensuring that the facilities’ environmental impact is limited. In anticipation of problems that arise over the long term and the value of CO2, R&D is developing technologies to reduce greenhouse gas emissions through carbon capture and recovery by conversion.

Product innovation is a key aspect of research on polymers. R&D draws on its knowledge of metallocenes and bimodality to develop different types of mass consumption polymers which have exceptional properties that allow them to replace heavier materials and compete with technical polymers. Value-added niche polymers are also being developed, whether in the form of blends, compounds or composites. Efforts to diversify into “green” products are focused mainly on bioproducts endorsed by the market: biomonomers, biointermediates and biopolymers. R&D is banking on polylactic acid for the market launch of new polymers that boast improved properties. In addition, the development of blends, compounds and composites broadens the scope of application of polylactic acid-based polymers.

With regard to biofuels, R&D has focused its efforts on gasification and coprocessing to produce liquid fuels from biomass. R&D is also particularly mindful of issues related to blends and product quality raised by the use of biomolecules.

The efficient use of resources and the management of plastics at the end of their useful life are topics of growing interest. R&D is therefore developing technologies that enable plastics to be used more efficiently as feedstock.

4.2.2.Specialty Chemicals

R&D has strategic importance for Specialty Chemicals. It is closely linked to the needs of subsidiaries and industrial customers.

Material innovation at Hutchinson is opening up new growth opportunities: development of advanced rubber or thermoplastic formulas, development of new material formulations based on composite structures, or thermal applications.

In addition, growth and R&D focus on topics such as weight reduction, more electric vehicles, mechatronics and energy efficiency. Hutchinson set up two new platforms in 2014 within its research center: CTeC dedicated to composite structures, and MHuST dedicated to embedded mechatronic developments.

Atotech is one of the world leaders in 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

2014 Form 20-F TOTAL S.A.53


Item 4 - C. Other Matters

to develop cleaner technologies and create conditions for the sustainable development of these industries.

4.3.Marketing & Services segment

4.3.1.Marketing & Services

In 2014, Marketing & Services’ R&D fine-tuned its roadmap in line with its ambitions and revised its internal organization.

Two major thematic platforms were identified: reducing the environmental footprint of products and improving the durability of its end users’ equipment. They include the following development work: fuel economy for customers (fuels, lubricants, additives), competitiveness and new offers (lubricants, bitumens, special fluids), anticipation of regulatory developments (marine lubricants, aviation lubricants), and incorporation of bio-sourced molecules (lubricants, racing fuels).

Fundamental research provides the ideas necessary for designing and developing breakthrough products, which are one of the objectives that Marketing & Services has set for R&D. International secondments were put in place for the first time to incorporate the best scientific expertise into Marketing & Services’ know-how.

The number of international scientific cooperations grew sharply in 2014, and several researchers of foreign nationalities were recruited for the Solaize Research Center.

The Technical Center of Asia-Pacific, based in India, yielded results for the first time in 2014, mainly for lubricants, but also for special fluids, bitumens, fuel additives and fuels themselves. It is also the global competence center for textile lubricants and two-wheeled vehicles.

In 2014, the development of a newExcellium fuel formulas was completed and the benefits for customers were demonstrated. These developments focused on “engine cleanliness” and incorporate a new detergent technology developed internally. UTAC-CERAM Group’s assessment of theExcellium formula on trucks, in compliance with the Energy Economy Certificate (CEE) protocol, showed a 4% consumption savings.

The results produced byExcellium development work also served as basis for the newTotal Traction Premier formulation developed for Total France.

In the field of Refining specification additives, new block copolymers were synthesized to improve the cold flow properties of distillates at low temperatures.

TheFuel Economy range of lubricants continues to expand with many new products added to comply with the specifications of manufacturers targeted by the Total Lubricants business line in all fields of application (automotive, marine and industries). New marine lubricants for two-stroke engines are being developed to anticipate changes in fuel (very low sulfur in coastal areas) and emissions requirements. Research in lubricants also seeks to drive international development and the growth of the volume of lubricants sold. The number of manufacturers whose engines are being installed on the research center’s engine test benches for the assessment of their lubricants is growing constantly with a peak for German manufacturers in 2014.

To meet the challenges of competitiveness, sustainable logistics and geographic development, researchers focused on optimizing bitumen formulas for roads, undertaking studies on the possibility of transporting bitumen in solid form and developing Styrelf formulas in Russia. Work on the formulation and industrialization of a specialty bitumen for industrial application was pursued successfully.

The Federal Aviation Administration (FAA) has selected the proposed unleaded Avgas, which will be assessed comparatively with three other competing proposals.

With a better understanding of the fluid catalytic production process and its applications, new patent applications were filed.

Lastly, thanks to their know-how and responsiveness, the researchers achieved success in racing fuels by developing products suitable for the new Renault V6 Formula 1 engine, particularly fuels containing biohydrocarbons which were instrumental in the victories at the Canadian, Belgian and Hungarian Grands Prix.

4.3.2.New Energies

New Energies’ R&D effort is focused on the solar value chain from silicon to photovoltaic electricity management systems and on the development of biotechnological methods of converting biomass into products for the Group’s markets.

In the field of solar energy, R&D is striving to improve SunPower’s methods of producing cells and modules, in order to reduce costs while enhancing their efficiency and reliability. It is also preparing future generation photovoltaic cells within the framework of several strategic partnerships between TOTAL and renowned academic research institutes. In particular, TOTAL is the founding partner of the Ile de France Photovoltaic Institute, an ambitious project set up in the Paris-Saclay campus.

Downstream in the solar value chain, R&D is monitoring the development of low-cost stationary storage technologies. It is also preparing solutions for supplying solar power and associated services to residential markets, by developing software tools and algorithms for the intelligent management of domestic electricity production and consumption, but also by integrating and testing systems combining photovoltaics, storage, control of demand as well as pilots for assessing and improving systems and algorithms in contact with customers.

With regard to biotechnologies, the Group is developing methods for converting sugars into biofuels and molecules of interest for chemicals, as well as processes for the deconstruction of lignocellulose into sugars. The Group has set up its own laboratories, including a competence center on fermentation and a joint laboratory with Marketing & Services devoted to bio-sourced specialties, and a dedicated research team. This research team manages a network of partnerships with research laboratories and startups in the United States and in Europe. The Group’s leading partner is Amyris, a U.S. company listed on NASDAQ, in which the Group held a 17.23% stake as of December 31, 2014.

4.4.Environment

Environmental issues are important throughout the Group and are taken into account in all R&D projects. R&D’s effort is to ensure optimum management of environmental risk, particularly with regard to:

water management, notably by reducing the use of water from natural continental environments and by lowering emissions in compliance with local, national and international regulations;

reduction of greenhouse gas emissions by improving energy efficiency and the monitoring of carbon capture and storage and the potential effects of CO2 on the natural environment;

detection and reduction of discharges into the air and simulation of their dissemination;

prevention of soil contamination and regulatory compliance with regard to historical aspects and the remediation of sites;

54TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

changes in the Group’s different products and management of their life cycle, in particular in compliance with the Registration, Evaluation, Authorisation and Restriction of Chemicals Directive (REACH).

For more details, refer to “— 7.2. Safety, health and environment information”, below.

5.Competition

TOTAL’s main competitors are comprised of national oil companies and international oil companies. The evolution of the energy sector has opened the door to new competitors, increased market price volatility and called the viability of long-term contracts into question.

TOTAL is subject to competition 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 increasingly compete in the downstream value chain with established distribution companies, including those that belong to the Group. Increased competitive pressure could have a significant negative effect on the 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.

The major international oil companies in competition with TOTAL include ExxonMobil, Royal Dutch Shell, Chevron and BP. As of December 31, 2014, TOTAL ranked fourth among these companies in terms of market capitalization.(1)

6.Significant changes in the Group’s interests in listed companies in 2012, 2013 and 2014

6.1.TOTAL’s interest in OAO Novatek

In March 2011, TOTAL signed an agreement in principle to acquire a 12.09% capital interest in OAO Novatek (hereinafter Novatek), a Russian company listed on the Moscow Interbank Currency Exchange and the London Stock Exchange, with both parties intending for TOTAL to increase its stake to 15% within 12 months and to 19.40% within 36 months.

TOTAL acquired its 12.09% capital interest in Novatek in April 2011 by purchasing shares from Novatek’s two major shareholders. Further to this transaction, TOTAL is now represented on the Novatek Board of Directors.

TOTAL raised its stake to 14.09% in December 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, 2013 and 2014, TOTAL proceeded to the acquisition of shares in Novatek on a gradual basis.

As of December 31, 2014, TOTAL held, through its subsidiary Total E&P Holdings Russia, 553,878,690 shares out of a total of 3,036,306,000 outstanding shares, representing 18.24% of Novatek’s share capital and voting rights.

6.2.TOTAL’s interest in SunPower

In April 2011, SunPower, an American company listed on the NASDAQ, and TOTAL signed 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 in June 2011.

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 that expired on March 11, 2014.

In January 2012, TOTAL’s interest in SunPower increased to 66% as the result of a capital increase coinciding with the Tenesol transaction.

As of December 31, 2014, TOTAL held, through its subsidiary Total Energies Nouvelle Activités USA S.A.S, 78,576,682 shares out of a total of 131,466,777 outstanding shares, representing 59,77% of SunPower’s share capital and voting rights.

6.3.TOTAL’s interest Sanofi

In fiscal year 2012, TOTAL sold the remainder of its holding in Sanofi, held indirectly through its subsidiary Elf Aquitaine.

7.Social and environmental information

TOTAL puts Corporate Social Responsibility (CSR) at the heart of its activities and adheres to the following principles:

to protect the safety of people and its facilities;

to limit its environmental footprint;

to ensure that its Code of Conduct is applied in its spheres of operations;

to incorporate the challenges of sustainable development in the exercise of its activities;

to increase its local integration by placing dialogue 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; and

to promote equal opportunities and foster diversity and cultural mix among its personnel.

TOTAL follows the IPIECA (the global oil and gas industry association for environmental and social issues) reporting guidance and the GRI (Global Reporting Initiative). More details on these reporting frameworks can be found on the Group’s website (csr-analysts.total.com).

TOTAL’s CSR performance is measured by non-financial rating agencies. TOTAL has been included continuously in the FTSE4Good index (London Stock Exchange) since 2001 and in the Dow Jones Sustainability Indexes (DJSI — New York Stock Exchange). In 2014, TOTAL was listed in the DJSI World for the eleventh consecutive year and has been the only major in this index since 2010. TOTAL has also been listed in the DJSI Europe since 2005.

The data provided in this section are provided on a current-scope basis.

2014 Form 20-F TOTAL S.A.55

(1)

Based on market capitalization (in dollars) as of December 31, 2014.


Item 4 - C. Other Matters

7.1.Social information

The quantitative information set out below regarding TOTAL’s employees worldwide covers all the entities consolidated under the global integration method. However, some of the data comes from the Worldwide Human Resources Survey (WHRS), which uses almost one hundred indicators to measure the 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 91% of the Group’s headcount in 2014 (90% in 2013 and 82% in 2012).

7.1.1.Group employees

7.1.1.1.Group employees as of December 31, 2014: Refer to “Item 6 — D.1. Group employees”, below.

7.1.1.2.Employees joining and leaving TOTAL: Refer to “Item 6 — D.1. Group employees”, below.

7.1.1.3.Compensation:Refer to “Item 6 — B. Compensation — Approach to overall compensation”, below.
 

 

7.1.2.Organization of work

Health Safety Environment Quality CharterThe average work week is determined by applicable local law. It is less than forty hours in most of the subsidiaries in Europe, Japan, Qatar and Australia. It is forty hours in the United States, China, Canada and most Asian and African countries. It is longer in Latin America (Argentina, Mexico, Brazil), in Turkey and in some Asian (India, South Korea) and African countries (South Africa, Equatorial Guinea, Morocco).

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. In France, teleworking was introduced in 2012. As of December 31, 2014, there were 346 teleworkers in the WHRS France perimeter, 36% of whom were men.

    WHRS 2014  WHRS 2013  WHRS 2012 

% of companies implementing part-time work

   50%(a)   63%(b)   69%(b) 

% of employees, within these companies, working part-time following their request

   6  5.2  5

% of companies offering the option of teleworking

   16%(a)   22  19

% of employees involved in teleworking of those given the option

   2.1  2.3  2

(a)

Since 2014, only companies implementing part-time work following employee requests are included.

(b)

The reduction in this percentage from 2012 to 2013 was due to the difference in the scope of the WHRS.

The sickness absenteeism rate is one of the indicators monitored in the WHRS:

    WHRS 2014  WHRS 2013  WHRS 2012 

Sickness absenteeism rate

   2.3  2.5  2.6

7.1.3.Dialogue 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 “— 3.1. TOTAL’s societal approach”, below). In countries where employee representation is not required by law (for example in Myanmar and Brunei), TOTAL strives to set up such representation. 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 health, safety, work time, compensation, training and equal opportunity.

As in 2013, organizational changes were carried out in the Group in 2014 in consultation with employee representatives, such as the creation of a new entity (Total Global Services) dedicated to shared IT and telecommunications services, in order to optimize costs while improving the quality of services provided to users. These changes paved the way for a constructive social dialogue, leading to agreements such as that regarding commitments in the context of the proposed disposal of Totalgaz and its subsidiaries. In France, within the scope of the Common Social Framework (approximately 19,000 employees), thirty-one agreements were signed with employee representatives in 2014, covering in particular supplemental health insurance, life insurance, teleworking and compensation systems.

    WHRS 2014  WHRS 2013  WHRS 2012 

% of companies with employee representation

   75.5  71.6%(a)   79.9

% of employees covered by collective agreements

   67.8  67.0  67.7

(a)

The reduction in this percentage from 2012 to 2013 was due to the differences in the scope of the WHRS.

TOTAL maintains an ongoing dialogue with employees on a European scale through negotiations with European trade union federations.

Several agreements have been signed, including, for example, 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.

A single Work Committee representing European personnel has been set up at the Group-wide level in order to inform employees 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. It also examines any significant proposed organizational change concerning at least two companies in two European countries, to express its opinion, in addition to the procedures initiated before the national representative bodies.

In addition, every other year TOTAL carries out an internal survey (Total Survey) amongst its employees to gather their views and

56TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

expectations with regard to their work situation and perception of the Company, locally and as a Group. The results of the survey conducted in 2013 amongst more than 70% of the Group employees, on 498 sites in 118 countries, show that they have a commitment rate of 73% and that 85% of them are proud to work for TOTAL. The next survey will be conducted at the end of 2015.

Negotiations aimed at reaching a global agreement on Corporate Social Responsibility (CSR) were held in 2014 and resulted in the signing of an agreement on January 22, 2015 with IndustriALL Global Union (IGU). This agreement marks a new stage in the development of the Group’s social dialogue, which started many years ago at the European level (ten years of European negotiations, more than fifteen years through the European Committee) and strengthens the Group’s commitment as a responsible employer.

By signing this agreement with IndustriALL Global Union, TOTAL is committing to maintain minimum CSR standards and guarantees in all its activities worldwide (companies in which the Group has more than a 50% stake): human rights at work, occupational health and environmentsafety, strengthening of the social dialogue, life insurance, professional equality, social responsibility, assisting in the Group’s evolution.

The implementation of this agreement will be monitored annually with representatives who are members of trade unions affiliated with IndustriALL Global Union and appointed by this federation.

7.1.4.Training

The Group has four priorities in the field of training:

sharing TOTAL’s corporate values, in particular with respect to corporate HSE and ethics;

increasing key skills in all business areas and maintaining a high level of operating performance;

promoting employees’ integration and career development through induction, management and personal development training; and

supporting the policy of diversity and mobility within the Group through language and inter-cultural training.

The Group’s efforts in the field of training continued in 2014 (78% of employees followed at least one training course) and, within the scope of the WHRS, 380,000 days of training were offered for a total training budget of about235 million. Technical training or training that meets the specific activity needs are implemented by the operational business divisions in order to better meet the needs of personnel.

In 2014, the Group provided further HSE training, with programs focusing on HSE culture (refer to “— 7.2.2. Environmental protection — 7.2.2.1. General policy”, below). This year also marked an acceleration in the development of managerial programs abroad, particularly to strengthen equal career opportunities in the Group. Moreover, the Group has continued the large-scale deployment of business-specifice-learning modules and cross-functional programs on diversity, compliance, competition law, knowledge of the oil and gas chain, etc. In 2014, 30,000 people attended at least one module.

Total University offers Group integration programs as well as courses aimed specifically at developing leadership among managers and executive officers. In addition, Total University presents special theme-based conferences, some of which are open to those outside the Company. These conferences cover strategic topics in the field of energy ranging from technologies to geopolitics and societal issues.

Average number of training days/year per employee

(excluding “Companion” apprenticeships and e-learning)

  WHRS 2014  WHRS 2013(a)  WHRS 2012(a) 

Group average

   4.2    4.0    4.3  

By segment

    

Upstream

   10.4    10.7    9.6  

Exploration & Production

   10.8    11.2    10.1  

Gas & Power

   2.6    2.3    5.3  

Refining & Chemicals

   3.5    2.9    3.2  

Refining & Chemicals

   3.6    2.9    3.2  

Trading & Shipping

   1.4    1.6    1.7  

Marketing & Services

   2.2    2.7    3.3  

Marketing & Services

   2.9    3.4    3.7  

New Energies

   0.3    0.6    1.6  

Corporate

   6.0    5.5    4.7  

By region

    

Africa

   7.6    8.6    8.4  

North America

   3.1    3.0    6.1  

Latin America

   5.3    4.1    3.6  

Asia-Pacific

   4.6    4.1    5.2  

Europe

   3.5    3.2    3.4  

Middle East

   6.9    9.4    5.2  

Oceania

   0.1    2.3    2.9  

French Overseas Departments and Territories

   1.6    2.2    2.4  

Breakdown by type of training given

    

Technical

   35  34  35

Health, Safety, Environment, Quality (HSEQ)

   21  22  26

Language

   14  16  14

Other (management, personal development, inter-cultural, etc.)

   30  28  26

(a)

2012 and 2013 data was restated to exclude “Companion” apprenticeships.

2014 Form 20-F TOTAL S.A.57


Item 4 - C. Other Matters

7.1.5.Equal opportunity

TOTAL is an international Group in terms of both its operations and its team members. The diversity of its employees and management is crucial to its competitiveness, its innovative capacity, its attractiveness and its acceptability.

For this reason, TOTAL develops its employees’ skills and careers and prohibits any discrimination related to origin, gender, sexual orientation, disability, age or affiliation with a political, labor or religious organization.

In addition to non-discrimination and respect for differences, the Group promotes proactive behaviors that enable everyone to feel welcome as well as an integral part of the Company.

This diversity entails a commitment at the ground level along with leadership at the highest level. Each entity is responsible for defining its own areas of focus based on the legal context and its requirements. Two areas are managed at the global level:

gender diversity: offering women and men the same career opportunities;

nationalities: offering all employees the same career opportunities regardless of their nationality.

Since 2004, the Group’s Diversity Council, chaired by a member of the Executive Committee, has overseen activities with a view to increasing the number of women employees, local employees and international employees up to the highest levels of management.

To this end, indicators and quantified goals are in place. The Group’s target for 2020 is to have women represent 25% (they were 5% in 2004 and 17.6% in 2014) and non-French nationals 40% (they were 19% in 2004 and 27.2% in 2014) of the executive officers.

7.1.5.1.Equal treatment for men and women

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.

The Group intends to further foster gender diversity in all the Group’s professions and 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:

% of women 2014  2013  2012 

In recruitment on open-ended contracts

  33.2%    35.9%    31.0%  

Employees in management recruitment/JL(1)³10

  27.6%    29.2%    27.0%  

Employees

  31.1%    30.8%    30.0%  

Employees in management/JL³10

  24.5%    23.9%    23.5%  

Senior executives

  17.6%    17.0%    16.3%  

(1)

JL: the level of the job position according to the Hay method. JL10 corresponds to junior managers.

TOTAL also participates in the Boardwomen Partners program, which aims to significantly increase the proportion of women on Boards of Directors in large European companies. Following the 2014 Shareholders’ Meeting, women accounted for 38.5% of TOTAL S.A.’s Board members, compared with 33% at year-end 2013.

The Group also shows its commitment through agreements or provisions relating to access to employment, maternity and paternity leave, child care facilities, working conditions, balancing work and family responsibilities (agreement on teleworking signed in 2013) and managing dual careers.

In addition, the Group offers women the opportunity to share and discuss through TWICE (Total Women’s Initiative for Communication and Exchange), created in 2006. The aim of this network is to promote career development for women and train and educate men and women about gender equality, in line with TOTAL’s gender diversity strategy. This initiative is currently in place in France and around the world (Angola, Belgium, Cameroon, Canada, China, Gabon, Germany, Indonesia, Italy, Nigeria, Republic of the Congo, Singapore, United Arab Emirates and United States) and has over 3,400 members. TWICE offers a mentoring program that supports women in their professional development by helping them better negotiate the key phases of their career, deepen their self-exploration and expand their network. This program is currently deployed internationally with 113 mentee/mentor pairs for the 2014 campaign.

7.1.5.2.Internationalization of management

With employees representing over 140 nationalities, TOTAL enjoys broad cultural diversity, and strives to reflect this at all levels of the Company and across all business segments.

The Group’s companies recruit for diverse activities and professions usually with a large technical component, and strive to prioritize local recruitment.

In 2014, 76% of managers recruited were of non-French nationality, representing close to ninety different nationalities. Several measures have been put in place to internationalize management, including harmonizing Human Resources practices (for example with regard to hiring and annual appraisals), increasing the number of foreign postings for employees of all nationalities, and integration and development training organized by large regional hubs (Houston, Johannesburg, Singapore, etc.).

% of employees of non-French
nationality
 2014  2013  2012 

In recruitment on open-ended contracts

  90.5%    90.0%    88.2%  

Employees in management recruitment/JL³10

  75.8%    73.1%    71.4%  

Employees

  67.8%    66.6%    64.4%  

Employees in management/JL³10

  61.2%    60.9%    59.3%  

Senior executives

  27.2%    26.2%    24.6%  

7.1.5.3.Measures promoting the employment and integration of people with disabilities

For over twenty years, TOTAL has set out its disability policy in France through successive agreements signed with employee representatives to promote the employment of workers with disabilities.

While promoting the direct recruitment of disabled people and cooperation with the sector for disabled workers, TOTAL also takes various types of action:

in-house: integration, professional training, job retention, communication, awareness sessions organized for managers and teams, Human Resources managers, etc.

externally: cooperation with recruitment agencies, information and advertising aimed at students, attendance at specialized recruitment forums, etc.

In continuation of the work already undertaken, three new framework agreements, signed for three years (2013-2015) with the French representative unions, set out TOTAL’s policy in France with regard to integrating people with disabilities into the work world. In 2014, the average employment rate was 4.27% (direct and indirect employment).

58TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

7.1.5.4.Measures promoting non-discrimination and diversity

In addition to basing its recruitment policy on the principle of non-discrimination, 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 Institut Mécénat-Solidarité (IMS)-Entreprendre pour la Cité, with a view to facilitating the integration of young graduates into the workplace.

The Total Foundation also works alongside several associations that help young graduates from disadvantaged backgrounds to find jobs or support them in further education.

In 2014, the Group also signed the LGBT (lesbian, gay, bisexual and transgender) Charter. This document, prepared by the L’Autre Cercle association, establishes a framework for combating discrimination related to sexual orientation and gender identity in the workplace in France.

7.2.Safety, health and environment information

TOTAL relies on the charter below, which was adopted in 2000 and updated in 2009.2009 and 2014. This charter now covers the following areas: safety, security, health, the environment, quality and social commitment. It represents the common framework of the Group’s HSE and Quality management systems.systems in these areas. Group directives define the minimum requirements expected in the different HSE areasthese fields 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

In accordance with its Code of Conduct, TOTAL has based its policy in matters pertaining toadopted the following principles concerning safety, security, health, safety, the environment, quality and quality on the following ten principles:societal commitment:

Article 1:1:TOTAL considers personalholds safety, security, health, and safety, operational safety, respect for the environment, customer satisfaction, and listening to all stakeholders by way of an open dialogue, as paramount priorities.

Article 2:2:TOTAL strives to complycomplies with all applicable laws and regulations wherever it conducts its business and supplements them with specific requirements and commitments when appropriate, with its own specific requirements.necessary.

Article 3:3:TOTAL promotes, among its employees a shared culture which the core components are professionalism, the rigorous compliance and application of which areregulations, skills management, incident feedback information and dialogue.continuous learning. This process is driven byapproach relies on the leadershipvigilance and exemplary conductcommitment of management.all.

Article 4: TOTAL favors the selection of its industrial4:Each 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,every team member, at all levels, must be aware of their role and personal responsibility in performingthe practice of their duties, giving due consideration toduties. Individuals must demonstrate the prevention of risks ofstrictest discipline in preventing accidents harm toand deliberate damage; in protecting health, environmental damage or adverse impacts onthe environment and product and service quality. Vigilancequality whilst addressing stakeholder expectations. Rigor and professionalismexemplarity 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 matters5:TOTAL favors the selection of industrial and business partners on the basis of their ability to apply policies similar to its own concerning safety, security, health, safety,the environment, quality 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.societal measures.

Article 10:6:TOTAL monitorsimplements, for all of its operations, appropriate management policies regarding safety, security, health, the environment, quality, societal commitment and controls the Group’sa periodic risk assessment of relevant policies and measures. Any development of a project or launch of a product is undertaken upon full lifecycle risk assessment.

Article7:Appropriate safety, health, environmental, quality and societal commitment management systems for each business undergo regular assessment involving measurement of performance setting milestones, formulating relevant action plans and instituting suitable control procedures.

Article8:TOTAL implements incident response plans and means of intervention designed to face different types of events it may encounter. Such measures are periodically updated and reviewed during exercises.

Article9:TOTAL is committed to managing its energy consumption, greenhouse gas emissions in natural environments (water, air and soils), production of ultimatefinal waste, use of natural resources and impact on biodiversity. The GroupIt develops new processes, products and customer services in order to enhance energy efficiency and reduce environmental footprints. The Groupfootprint.

Article10:TOTAL adopts a constructive attitude towards safety, security, health, the environment and quality, based on transparency and an open dialogue with stakeholders and outside parties. Through its societal commitment, TOTAL is engagedparticularly keen on contributing to the sustainable development of neighboring communities, with a focus on human, economic and social issues. It conducts its operations in researchsuch a way as to responsibly ensure security, in compliance with the Voluntary Principles on Security and development for additional energy resources. TOTAL thus actively contributes to Sustainable Development.Human Rights.

2013 Form 20-F TOTAL S.A.51


Item 4 - Other Matters

 

The Industrial Safety department and the Sustainable Development and Environment department, 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.

In accordance with oil and gas industry best practices (set out in the IPIECA reporting guidance), the following health, safety and environment information relates to the activities, sites and industrial assets that TOTAL operates or for which it has been given contractual responsibility for managing operations, directly or through one of its subsidiaries.companies. An exception is made for information concerning 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 scope basis. For instance, data relating to SunPower, in which the Group holds a 64.65% interest, were taken into account from 2012.

Occupational health and safety

7.2.1.Occupational health and safety

For many years, now, the Group has been developing ana normative HSE normative framework. In this respect, directives have been drawn up for occupational health and safety. These directives set out TOTAL’s requirements in these areas for personnel working on its sites. In 2013, the three business segments increased their efforts in terms of the reference frameworks of the HSE management systems in order to provide greater overall consistency, while at the same time respecting the businesses’ specific characteristics.

2014 Form 20-F TOTAL S.A.59


Item 4 - C. Other Matters

Indicators are used to measure the main results in these areas and monthly reporting of occupational incidents is used to monitor performance at both the global and site level. The Group does not differentiate between the safety of its employees and thatemployees of external contractors.contractors (as defined in “— 7.5. Reporting scopes and method for social and environmental information”, below). The indicators below include incidents and hours worked by Group Employeesthe Group’s employees and contractors working on its sites.those of external contractors.

 

   2013  2012  2011 

LTIR(a): number of lost time incidents per million hours worked

  0.9    1.0    1.3  

TRIR(b): number of recorded incidents per million hours worked

  1.6    1.8    2.2  

SIR(c): average number of days lost per lost time incident

  32.0    27.2    23.9  
   2014  2013  2012 

TRIR(a): number of lost time injuries per million hours worked

  1.3    1.6    1.8  

LTIR(b): number of recorded injuries per million hours worked

  0.7    0.9    1.0  

SIR(c): average number of days lost per lost time injury

  29.7    32.0    27.2  

 

(a) 

LTIR: Lost TimeTRIR: Total Recordable Injury Rate.

(b) 

TRIR: Total RecordableLTIR: Lost Time Injury Rate.

(c) 

SIR: Severity Injury Rate.

For more than ten years, the TRIR and the LTIR have declined continuously. In 2014, the TRIR for TOTAL employees was 1.1 compared with 1.3 in 2013, and the TRIR for the employees of external contractors was 1.5 in 2014 compared with 1.7 in 2013. The 2014 severity injury rate increaseddecreased compared to 2013. The increase in 2013 compared with the previous year. Thisto 2012 was particularly apparent in the Upstream segment, whererelated to a single event led to the death of four people (see below) and an extended absence from work for fourteen other employees, and in Marketing & Services, where the inclusion in reporting for France of work carried out at service stations had a significant impact on the increase in the segment’s severity rate. In Refining & Chemicals, however, this indicator decreased slightly. The impact on the severity injury rate of the increase in the activities of Exploration & Production and security-related accidents, especially in Marketing & Services, is also being closely monitored.

In 2013, the Group experienced eleven accidents that led to fifteen fatalities, including a tragic helicopter accident that resulted in the extended absence from work of fourteen employees.

On October 20, 2014, an airplane accident upon takeoff from an airport in Russia resulted in the death of four contractors. This accident occurred in late August inMr. de Margerie and the North Sea, off the coast of the Shetland Islands, when eighteen people were being carried from an offshore drilling rig by helicopter.crew members. An investigation is being conductedwas undertaken by the competent BritishRussian authorities (AAIB)(MAK) together with experts from the French Office of Investigations and Analysis (Bureau d’Enquêtes et d’Analyses—BEA). Its findings will not be known for several months.

In 2014, the Group experienced nine accidents that led to nine fatalities. The number of fatalities per million hours worked (Fatality Incident Rate) calculated over a 3-yearthree-year rolling basis however, shows a downward trend: 0.030 in 2011;is as follows: 0.025 in 2012; 0.022 in 2013 and 0.0210.024 in 2013.2014.

The Group’s safety efforts are focused at the same time on preventing major accidents and accidental spills (refer to “—7.2.2.3. Incident risk”, below, and “Item 3 — C. Risk Factors”, above), occupational accidents (see below) and transport accidents (refer to “— 7.3.3. Controlling the impact of the Group’s activities”, below). They cover both TOTAL employees and employees of external contractors. These efforts are coordinated by the Group’s Industrial Safety Division and put into practice by the Group’s entities, particularly the HSE departments.

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 “Safety at work:Work: TOTAL’s golden rules”Twelve Golden Rules”. According to the Group’s internal statistics, in more than 90%80% of severe incidents or near misses with high severity potential in the workplace, at least one of the golden rulesGolden 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 these rules. The proper application of these golden rules,Golden Rules, and more generally of all occupational safety procedures, is verified through site visits and internal audits. World Day for Safety at Work on April 28, 2015 will be dedicated to the Golden Rules and will be an opportunity to assess their dissemination and knowledge in the field five years after their introduction. Regular presentations and seminars are also organized with the employee representatives on the European Works Council to promote the goldenthese rules.

In 2013, a worldwide safety campaign was launched in connection with the World Day for Safety and Health at WorkGroup in eighteen languages on the theme of commitment to safety: “TOTAL commitment for me, for you, for all”. This campaign, launched in eighteen languages, is expected to continue for several more years.

Moreover, the reporting of anomalies (959,000 in 2014) and near misses is strongly encouraged and monitored. The ability of each employee to identify anomalies or dangerous situations is a measure of the personnel’s involvement and vigilance in accident prevention which alsoand reflects the safety culture level.level within the Group. In order to strengthen this safety culture level, the reporting of anomalies and best practices was chosen as the theme of World Day for Safety at Work in 2014. An investigation is generally launched in response to any type of accident whatsoever. The method and depth of investigation depend on the actual or potential severity level. For example, a near miss with a high severity potential level is treated in the same way as a severe incident: its analysis is considered to be a key driving force for progress and, depending on its relevance to the Group’s other business units or business segments within the Group,entities, triggers a safety alert and even the dissemination of a feedback report.

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:

 

 2013 2012 2011  2014 2013 2012 

Percentage of companies included in the Worldwide Human Resources Survey offering employees regular medical monitoring

  95%    98%    96%  

Percentage of companies included in the WHRS offering employees regular medical monitoring

  97%    95%    98%  

Number of occupational illnesses recorded in the year (in accordance with local regulations) per million hours worked

  0.68    0.86    0.87    0.81    0.68    0.86  

In 2013,2014, there was an 18% decreasea 23% increase in recorded illnesses compared to 20122013 with respect to the main occupational illnesses identified at TOTAL:

 

Musculoskeletal disorders, the main cause of occupational illness, representing 42%57% of all recorded illnesses.illnesses in 2014. This figure decreasedincreased by 12%65% compared with 2012 due to the implementation of a2013, proving that specific action planplans to control risk and improve working conditions, particularly in Hutchinson’s operations;must be maintained over the long-term.

52TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

Illnesses related to asbestos exposure, which decreased by 33%10% compared with 2012,2013, in line with the continuous decline over several years due to the absence of recent exposure;exposure.

Illnesses related to noise exposure.

A Medical Advisory Committee meets regularly to discuss key health issues that may affect the Group. It consists of external scientific experts and brings together TOTAL’s management team and those at the Group affected by these issues. This Committee, which provides scientific monitoring of health problems that could impact the Group, enables the best health protection strategies to be put in place, when necessary.

In support of the Group’s health policy on preventing occupational illnesses and to complement the periodic medical surveillance scheme currently in place, TOTAL set up an employee health observatory which is responsible for keeping track over the long term of any medical conditions potentially affecting employees based on employee category. This program can help to identify the emergence of certain health problems and, if applicable, suggestingsuggest and overseeingoversee the appropriate preventive actions. By the end of 2013, thirteen2014, fourteen of the Group’s

60TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

sites in Europe had signed up for the observatory, which monitors approximately 10%13% of the Group’s employees.employees worldwide.

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, for example, anti-smoking and anti-drinking campaigns, musculoskeletal disorder prevention programs)..Through its Exploration & Production and Marketing & Services activities, TOTAL is present in West Africa, which has been affected by an Ebola epidemic since March 2014. The Group has set up a special steering committee tasked with coordinating efforts with support from an international network of doctors and in conjunction with national and international health authorities. At the Group’s companies located in the affected countries, measures have been taken to inform employees about the disease and prevent and detect it in order to provide them with a high level of protection.

Environmental protectionTOTAL decided to give500,000 to the French Red Cross to help fight the epidemic. The agreement allows the French NGO and its national counterparts to develop emergency programs in Guinea, Liberia and Sierra Leone, the three countries most affected by the virus. The financial support provided by TOTAL is evenly distributed among the three countries.

To the Group’s knowledge, none of TOTAL’s employees or their family members have been infected by the Ebola virus to date.

 

7.2.2.Environmental protection

7.2.2.1.

General policy

The main Group entities have Health, Safety and Environment (HSE)HSE departments or units that ensure compliance with both relevant local regulations and internal requirements. In all, over 9801,000 full-time equivalent positions dedicated to environmental matters were identified within the Group in 2013.2014.

The Group steering bodies, led by the Sustainable Development and Environment department, have a threefold task:

 

monitoring TOTAL’s environmental performance, which is reviewed annually by the Executive Committee, for which multi-annual improvement targets are set;

in conjunction with the business segments, handling the various environment-related subjects under their responsibility; and

promoting the internal standards to be applied by the Group’s business units as set out in the charter.

The Group’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; and

promoting the internal standards to be applied by the Group’s business units as set out in the charter.

New objectives, which were setredefined in part at the beginning of 2013 for the period up to 2017.2017, are as follows:

In-house, TOTAL also promotes compliancedecrease flaring by 50% from 2005 to 2014 (excludingstart-ups);

improve the energy efficiency of its environmental management systems with ISO 14001. Group installations by 1.5% on average per year from 2012 to 2017;

decrease greenhouse gas emissions (GHG) by 15% from 2008 to 2015;

obtain the Total Ecosolutions label for more than 50 products or services by 2015;

develop a Biodiversity Action Plan by 2015 for all Group industrial sites(1) located in a UICN(2) I to IV or Ramsar convention protected area;

decrease by 40% the volume of hydrocarbons discharged in the Group’s onshore and coastal wastewater from 2011 to 2017;

decrease Group SO2 emissions by 20% from 2010 to 2017; and

certify ISO 14001 all of TOTAL’s production sites(3) by 2017.

In 2013, 3142014, 305 sites operated by the Group were ISO 14001-certified (compared to 305314 in 2012)2013), out of a total of 858819 operated sites. The objective for 2017goal is to achieveobtain certification for all production sites producing overthat emit more than 10 kt of CO2 eq emissionsGHG per year. The policyIn 2014, 100% of allowingthe 79 production sites in this situation were certified. In addition, two new or recently acquired sites were concerned by the Group’s policy to allow two years to achieve certification will continue to apply. At year-end 2013, 100% of the eighty-four sites meeting these conditions were ISO 14001 certified and one site that started up less than two years ago has scheduled its certification for 2014.obtain certification.

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.

TOTAL ensures that all employees are aware of its environmental protection requirements. Employeesrequirements and employees are given training in the required skills. TOTAL also raises employee awareness through internal communication campaigns (e.g.e.g., in-house magazines, intranet, posters) and provides annual information about the Group’s environmental performance through circulation of the annual report on CSR report.topics.

Two 3-daythree-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 or operational areas within a business unit (three sessions were held in 20132014 with seventy-eightfifty-six participants). The training session “HSE for Managers” is aimed at senior operational or functional managers who are currently or will in the future be responsible for one of the Group’s business units (five sessions were held in 20132014 with 221228 participants). Lastly, thea “HSE leadership for Executives”Group senior executives” course focusing on management styles has been organized since 2012 for Group executives (five sessions were held in 20132014 with 99102 participants). Since 2012, close to 250 senior executives have taken part in this program.

 

7.2.2.2.

Environmental footprint

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 (water, air and soil) so that appropriate measures can be taken to better control them.

i. 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 into wastewater. In addition to complying with applicable legislation, the Group’s companies actively pursue a

2014 Form 20-F TOTAL S.A.61

(1)

This excludes exploration wells, seismic surveys and distribution and storage of products.

(2)

International Union for the Conservation of Nature.

(3)

Defined as the sites emitting more than 10 kt/year of GHG, with a 2-year tolerance.


Item 4 - C. Other Matters

policy aimed at reducing the amount of emissions. Sites use various treatment systems that include different types of measures:

 

 

Organizationalorganizational measures (e.g., using predictive models for controllingto control peaks in SO2 emissions in accordance withbased on weather forecast data, managing combustion processes).processes management); and

technical measures (such as building wastewater treatment plants).

Technical measures (such as building wastewater treatment plants).

These measures can be preventive to avoid generating pollutants (such aslow-NOx low NOx burners for combustion plants) or curative (such as biological treatment of processed water to reduce the hydrocarbon content of the final effluent).

To ensure the quality of its wastewater discharge, TOTAL has set, for all of its offshore exploration and production operations, a target of complying with the hydrocarbon concentration requirements set out in the OSPAR standard (less than 30 mg/l), which is only mandatory in the North Sea. For the fifth consecutive applicable year,In 2014, the Group achieved this goal for the sixth consecutive applicable year, based on yearly average in 2013.averages.

In 2013, the Normandy platform (petrochemical plant) hosted E4WATER, a European research project aimed at developing tomorrow’s technologies that would permit recycling water based on a petrochemical pollution matrix. This involves testing seven pilot processes (sand filtration, ozonation for cooling, UV disinfection treatment, ozonation for waste water,wastewater, bio-filtration, ultrafiltration and reverse osmosis) on two aqueous flows inat the site: waste waterwastewater and cooling water. These technologies are mature, but their combination on a petrochemical matrix is innovative. On completion of this project in 2015, the knowledge acquired will be used locally for a recycling project (40% reduction in withdrawal) or globally (recycling program for Exploration & Production and Refining & Chemicals segments). This project aims at both to decreasedecreasing the discharge of hazardous substances into the natural environment and to savesaving natural resources by recycling water in the processes used by the Group.

2013 Form 20-F TOTAL S.A.53


Item 4 - Other Matters

The table below shows changes in chronic emissions into the atmosphere (excluding greenhouse gas; see“—refer to “—7.2.2.5. Climate change”, below) and discharged water quality:

 

    2013   2012   2011 

SO2 emissions (thousands of metric tons)

   75     79     91  

NOx emissions (thousands of metric tons)

   91     88     84  

Hydrocarbons in discharged water (metric tons, onshore and coastal, excluding Specialty Chemicals)

   306     437     380  

Chemical oxygen demand (COD) in water discharged by specialty chemicals (metric tons)

   270     275     320  
    2014   2013   2012 

SO2 emissions (kt)

   65     75     79  

NOx emissions (kt)

   93     91     88  

Hydrocarbons in discharged water (t, onshore and coastal, excluding Specialty Chemicals)

   295     306     437  

Chemical oxygen demand (COD) in water discharged by specialty chemicals (t)

   172     270     275  

The presentation of hydrocarbon discharges in effluents was changed in 2013 to obtain an indicator consistent with the target set by the Group (40% reduction in onshore and coastal hydrocarbon discharges between 2011 and 2017). In order to compare 20132014 performance with that of previous years, the concentration of hydrocarbons in water discharged by Exploration & Production was 16 mg/l in 2014 compared to 17 mg/l in 2013 compared toand 23 mg/l in 2012 and 20 mg/l in 2011.2012.

The slight decrease in SO2 emissions between 20122013 and 20132014 was driven by the shutdowndecrease of the catalytic crackers at two refineriesflaring and the proper operational performancechange of fuel in the sulfur units at other refineries. In addition,Group’s refineries (from oil to gas); the vast majority of the fuels used at the Group’s refineries are now gaseous, whichand have a much lower sulfur content than liquid fuels.

In 2013, NOx2014, NOx emissions produced by Exploration & Production increased by 53 kt due to the increase in logistics and drilling activities, and therefore of diesel consumption, and decreased by 1.5 kt as a result of the sale of the Fertilizers business.consumption.

The amount of hydrocarbons discharged at the coasts and onshore has slightly declined sharply due to the improved performance of oil terminals in the Gulf of Guinea, with the inflow of investments and with the operational management between offshore facilities and terminals.Group’s water treatment.

Below are the Group’s achievements at year-end 20132014 based on the objectives set at the beginning of 2013:

 

22% reduction in hydrocarbon discharges in water (onshore and coastal) since 2011 compared to the 40% target set for 2017; and

19% reduction in hydrocarbon discharges in water (onshore and coastal) since 2011 compared to the 40% target set for 2017;

 

24%34% reduction in SO2 emissions compared to 2010, that is, exceeding the -20% target set for 2017 (-20%).2017.

The decrease in chemical oxygen demand in water discharged by Specialty Chemicals, in metric tons, is primarily due to the increased reliability of the measurement of this indicator.

ii. Soil:The risks of soil pollution related to TOTAL’s operations come mainly from accidental spills (refer to “— 7.2.2.3. Incident risk”, below) and waste storage (see below).

The Group’s approach to preventing and controlling these types of pollution is based on four cornerstones:

 

leak prevention, by implementing industry best practices in engineering, operations and transport;

maintenance at appropriate intervals to minimize the risk of leaks;

overall monitoring of the environment to identify any increase in soil pollution; and

controlling pollution from previous activities by means of containment or reduction operations.

leak prevention, by implementing industry best practices in engineering, operations and transport;

maintenance at appropriate intervals to minimize the risk of leaks;

overall monitoring of the environment to identify any increase in soil pollution; and

controlling pollution from previous activities by means of containment or reduction operations.

Moreover, for all entities for which a Group company may be held liable from an environmental standpoint, a Group directive published in 2014 established the following requirements:

systematic identification of the sites and their environmental and health impacts related to possible soil and groundwater contamination;

the impacts resulting from soil and groundwater contamination are assessed based on the extent of the pollution (inside or outside the site’s boundaries), the nature and concentrations of pollutants, the presence of a vector that could allow the pollution to migrate, and use of the land and groundwater in and around the site; and

the health or environmental impacts identified are managed based on the use of the site (current or future, if any) and according to the risk acceptability criteria recommended by the World Health Organization (WHO) and the Group. This management is performed by treating the source of the pollution (for example, elimination, chemical, physical or biological treatment), by stopping the transfer of the pollution (for example through appropriate monitoring, capture, soil impermeability, retention ponds, containment), or by eliminating or limiting targets’ exposure (for example, by limiting access).

DecommissionedLastly, decommissioned Group facilities (e.g.e.g., chemical plants, service stations, mud pits or lagoons resulting from hydrocarbon extraction operations, wasteland on the site of decommissioned refinery units)units, etc.) impact the landscape and may, despite all of the precautions taken, be sources of chronic or accidental pollution.

TOTAL ensures that sitesthey are remediated 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 formsometimes organized as subsidiaries, and has been governed by a “Polluted soil and site reclamation”remediation” Group policy since 2012.

62TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

iii. 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:

 

 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;
 2.reusing products for a similar purpose in order to prevent them from becoming waste;
 3.recycling residual waste; and
 4.recovering energy, wherever possible, from non-recycled products.

To this end,For example, TOTAL has developed a partnership with Veolia through its involvement in the Osilub project, which culminated in the construction of a used motor oil recycling plant in Le Havre, France. The plant, in which TOTAL holds a 35% share, entered into production in 2012 and has a varietyprocessing capacity of partnerships:

With Veolia, the Group is involved in the Osilub project, which culminated in the construction120,000 t/y of a used motor oil recycling plant in Le Havre, France. The plant, of which TOTAL holds a 35% share, entered into production in 2012 and boasts a processing capacity of 120,000 t/y (50% of all the used motor oil collected in France); the recycled oil is used to make vacuum gas oil (50% of all the used motor oil collected in France); the recycled oil is used to make Vacuum Gas Oil (VGO) for refinery production of lubricants and fuels.

In 2011, Total Energy Ventures (the Group’s vehicle for investing mainly in new energy and environmental protection technologies) acquired a stake in Agilyx. This American startup has developed an innovative process to convert waste plastic into crude oil, for which it already has a unit in production.

A Group directive issued in 2012 sets out the minimum requirements related to waste management. It is carried out in four basic stages:

 

waste identification (technical and regulatory);

waste storage (soil protection and discharge management);

waste identification (technical and regulatory);

waste storage (soil protection and discharge management);

 

waste traceability, from production through to disposal (e.g., notes, logs, statements); and

waste processing, with technical and regulatory knowledge of the relevant channels, under site responsibility.

waste processing, with technical and regulatory knowledge of the relevant channels, under site responsibility.

TOTAL is especially committed to managing and treating waste classified as hazardous (dependinghazardous. Depending on theits type, waste is mainly processed outside the Group by specialized companies):companies:

 

    2013   2012   2011 

Volume of hazardous waste treated outside the Group (kt)

   232     237     248  
    2014   2013   2012 

Volume of hazardous waste treated outside the Group (kt)

   223     232     237  

Since 2012, TOTAL has also been monitoring the different waste treatment technologies used for the following categories:

 

    2013  2012(a) 

Recycling

   37  38

Waste-to-energy recovery

   7  9

Incineration

   12  12

Landfill

   23  20

(a)

The values for 2012 have been corrected given that a large volume of wastewater discharge should not have been recorded as waste at the Exploration & Production subsidiary in Yemen.

54TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

    2014  2013  2012 

Recycling

   47  37  38

Waste-to-energy recovery

   9  7  9

Incineration

   8  12  12

Landfill

   20  23  20

iv. Environmental nuisance:TOTAL’s operations may cause environmental nuisances for residents near its industrial sites. These may be sound or odor nuisances, but can also result from vibrations or road, sea or river traffic.

Most sites have a system for receiving and handling residents’ complaints, the aim of which is to take account of and gain a clearer insight into the different types of nuisances and to minimize them.them (refer to “— 7.3.3. Controlling the impact of the Group’s activities”, below). 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.

7.2.2.3.

Incident risk

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:

 

performing rigorous inspections and audits;

training staff and raising the awareness of all parties involved; and

implementing an active investment policy.

performing rigorous inspections and internal audits;

training staff and raising the awareness of all parties involved (refer to “— 7.2.2.1. General policy”, above); and

implementing an investment policy.

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. These parameters are used to create a decision matrix that identifies the required level of mitigation.

Specifically withWith 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 upconsisting of the main global oil companies that promotes best practices in oil shipping, and on OCIMF’sits Ship Inspection Report (SIRE) Program.Programme. TOTAL does not charter any single-hulled vessels for shipping hydrocarbons and the average age of the fleet chartered on time by TOTAL’s Shipping division is about fiveless than six years.

The Tier 1 indicator “loss of primary containment” (standard defined by the American Petroleum Institute (API) and the International Association of Oil & Gas Producers (IOGP)) is monitored at the Group level. In 2014, thirty-seven Tier 1 events were identified in all sites operated by the Group, compared with sixty-six in 2013.

In accordance with industry best practices, TOTAL particularly monitors accidental liquid hydrocarbon spills of a volume of more than one barrel. Spills that exceed a certain severity threshold (whether in terms of volume spilt,spilled, 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.

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:

 

  2013   2012   2011   2014   2013   2012 

Number of hydrocarbon spills with an environmental impact

   169     219     263     129     169     219  

Total volume of hydrocarbon spills with an environmental impact (thousands of m3)

   1.8     2.0     1.8     5.8     1.8     2.0  

Note: Soil on sites is deemed to form part of the natural environment unless sealed.

Excluding the amountsThe sharp increase of volumes spilled as a result of the Elgin incident in the North Sea (approximately 700 m3)environment in 2012, the 2013 volumes increased over those of 2012. For the most part, this increase was2014 is due to the Ile-de-France pipeline accident. This event led to remediation operations that enabled nearly all spilled hydrocarbons to be recovered. Excluding this incident, the volume of spills at refineries (approximately one-thirdfor other events decreased compared to 2013. This trend is in line with the number of the total), over

95% of which were recovered, as well as better reporting at Marketing & Services.registered events, also clearly down (-24%) compared to 2013.

While risk prevention is emphasized, TOTAL regularly addresses the issue oftrains in crisis management on the basis of risk scenarios identified through

2014 Form 20-F TOTAL S.A.63


Item 4 - C. Other Matters

analyses. In 2014, feedback from past events prompted the head office to set up a new crisis management center at the Group level. These facilities allow the management of two crises occurring simultaneously.

In particular, the Group has emergency plans and procedures in place in the event of a hydrocarbon leak or spill. For accidental spills that reach the surface, anti-pollution plans are regularly reviewed and tested during exercises. These plans are specific to each subsidiarycompany or site whichand are adapted to their structure, activities and environment while complying with Group recommendations, are regularly reviewed and tested during exercises.recommendations. In 2012, the Group’s requirements for preparing emergency plans and the associated exercises were set out in a Group directive.

The Group uses the following indicators to measure its readiness to counteract pollution:

 

2013

Number of sites whose risk analysis identified at least one scenario of major accidental pollution to surface water

150

Proportion of those sites with an operational anti-pollution plan

87%

Proportion of subsidiaries and sites whose risk analysis identified at least one scenario of accidental pollution to surface water and that have performed at least one anti-pollution exercise during the year

82%
    2014  2013 

Number of sites whose risk analysis identified at least one scenario of major accidental pollution to surface water

   155    150  

Proportion of those sites with an operational anti-pollution plan

   90  87

Proportion of those sites that have performed at least one anti-pollution exercise during the year

   82  82

Also available to TOTAL’s subsidiaries,the Group’s companies, the PARAPOL (Plan to Mobilize Resources Against Pollution) alert scheme is used to facilitate crisis management at the Group level. Its main aim is to mobilize the internal and external human and physicalmaterial 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.

The Group and its subsidiariescompanies 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. TOTAL has also forged partnerships with entities that specialize in oiled wildlife care.

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

Task Force 1 reviewed the safety aspects of theirdeep offshore drilling operations (well architecture, design of blow-out preventers, training of personnel based on 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.

Task Force 2, in coordination with the Global Industry; Response Group (GIRG) created by the IOGP, developed deep offshore oil capture systems and planned related containment operations in case of a pollution event in deep waters. Several of these systems were positioned in various parts of the world in 2013 and one of them was tested by TOTAL in November 2013 during a large-scale exercise in Angola; and

Task Force 3 addressed 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.

This work in 2012,is now complete and the Group has continued deployingGroup’s efforts to deploy solutions to minimize such risks.risks are ongoing, in particular regarding

works on wells, subsea dispersant injection, the tracking and predicting of oil slick locations and crisis management organization.

In 2012,2014, the last of the four capping systems resulting from 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 cappingwas deployed. These systems designed to prevent hydrocarbon spills in the underwater environment. In 2013, three of the four capping systems wereare positioned in various parts of the world representing a solution(South Africa, Brazil, Singapore, Norway) to provide solutions that can be launched into action in casethe event of a deepwaterdeep offshore drilling pollution incident. The last one will be positioned in 2014.

incidents. Additionally, the work carried by TOTAL through itsas part of TOTAL’s own Subsea Emergency Response System (SERS) has also led toproject, the construction of capping equipment to respond to an event on a production well. These capping systems will be positioned in 2014resulting from this work is complete and deployment is scheduled for 2015 in the Gulf of Guinea where TOTAL is strongly present in subsea production.

In November 2013, a large-scale exercise to simulate a massive oil leak in deep offshore waters was conducted in Angola. During this 3-daythree-day emergency exercise, known as “Lula”, the Angolan subsidiaryentity deployed the resources that would have been needed to manage an actual event of this kind (e.g., several ships, an

2013 Form 20-F TOTAL S.A.55


Item 4 - Other Matters

airplane, helicopters, teams working on the FPSO, at the headquarters of the Total E&P Angola subsidiary in Luanda and the Group in Paris)Paris, etc.). It provided the abilityopportunity to test a number of the systems implemented by the post-Macondo task forces:

 

deployment of a subsea dispersant injection system;

supply chain for large quantities of dispersants;

deployment of a subsea dispersant injection system;

supply chain for large quantities of dispersants;

 

surface anti-pollution mechanisms (e.g., dispersion, recovery); and

 

systems for tracking and predicting the locationmodeling of oil slicksslick migration (e.g., satellite tracking, prediction models based on oceanographic/meteorological data).data, etc.); and

mobilization of partners that specialize in crisis management and pollution control.

mobilization of partners that specialize in crisis management and pollution control.

Many lessons have already been learned from this exercise and a detailed feedback report is beingwas drafted in 2014 to further improvestrengthen the Group’s ability to respond to an accident of this scale. The roles of and relationships between each party in the emergency response were fine-tuned. The time needed to make dispersion systems available was measured and their availability tracked. Pollution assessment and monitoring was tested, in particular regarding the means and information necessary to ensure the tracking and modeling of oil slick migration.

 

7.2.2.4.

Sustainable use of resources

i. Water:The worldwide distribution worldwide of available freshwaterfresh water varies greatly in space and time. The issue of water consumption therefore requires different responses depending on the regional and technical context.

In order to establish which of its facilities are affected by this issue as a priority, TOTAL both:conducts the following:

identification of water withdrawals and discharges across all of its sites; and

identification of sites located in “water stress” areas (watersheds that will have less than 1,700 m³ 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, and water stress levels are reevaluated each year.

    2014  2013   2012 

Fresh water withdrawals excluding cooling water (million m3)

   112    126     143  

Percentage of Group sites, excluding Marketing, located in water-stressed areas

   53%(a)   49%     49%  

(a)

Percentage calculated using the 2015 version of Global Water Tool.

 

64 

identifies water withdrawals and discharges across all of its sites; and

identifies sites located in “water stress” areas (watersheds that will have less than 1,700 m3 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.

TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

    2013   2012   2011 

Freshwater withdrawals excluding cooling water (million m3)

   126     143     142  

Percentage of Group sites, excluding Marketing, located in water-stressed areas

   49%     49%     44%  

The decrease in water withdrawals between 2012 and 20132014 is due mainly to the deconsolidation of Fertilizers in 2013 and the Fertilizers businessSobegi site in 2013.France in 2014.

The “Optimizingincrease in the percentage of sites located in water-stressed areas is linked to the evolutions of the Global Water Tool databases in 2014 (source: World Resource Institute, WRI Aqueduct), but also to a global fall in the number of sites located in so-called water-sufficient or water-abundant areas, according to the indicator used (Falkenmark, 2025 projection).

In 2013, the Group launched an initiative to identify the risk levels of its sites (with withdrawals of more than 500,000 m3 per year) located in water stress areas. The Local Water Tool developed by the Global Environmental Management Initiative (GEMI) is used to perform these assessments. It targets the main risks related to water resources, including effluents, and therefore helps to guide the actions needed to reduce these risks in order to optimize the use of water resources at these sites. This program will be gradually expanded based on the sites’ water stress levels and changes to them.

The “Optimization of water consumption onat industrial sites”facilities” 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. In addition, several other technical guides on water management specific to the oil industry are used by the Group, including those of the IPIECA and the IOGP on efficient management of the resource for exploration, production and refining, in order to integrate the best and most recent techniques into its practices.

In the activities of exploration and production, re-injectingExploration & Production operations, reinjecting water extracted at the same time as the hydrocarbons, (production water)called produced 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 beis given priority over other productionmethods. The Group’s R&D programs are an opportunity to study the best techniques for treating this produced water treatment technologies.so as to facilitate its reinjection or allow its discharge into the natural environment, if reinjection is not possible, while respecting natural and regulatory constraints.

At refineries and petrochemical sites, water is mainly used to produce steam and for cooling units. Increasing recycling and replacing water bycooling with air for cooling are TOTAL’s preferred approaches for reducing freshwater withdrawals.

ii. Soil:Preliminary work for the Joslyn North oil sands mine in Canada began in 2013. Of the 4,000 hectares of forest cleared, about 630 will be rehabilitated at the end of the project (see“— TOTAL and oil sands”, below), with the rest eventually replanted.

Aside from this example, TOTAL uses the ground surface that it needs to safely conduct its industrial operations and, at present, does not make extensive use of ground surfaces that could significantlysubstantially conflict with the various natural ecosystems or with agriculture.

For open-pit oil sands mining projects, TOTAL emphasizes an awareness by the operator of environmental issues, in particular remediation of affected sites.

iii. 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 in “— 7.2.2.5. Climate change”, below.

Since 2011, TOTAL has measured the raw material loss rate for each line of business. This isbusiness,i.e. the percentage of converted raw materials that are neither delivered to any of the business line’s customers nor used for energy purposes.

Raw material loss rate  2014   2013   2012 

Hydrocarbon production business

   2.4%     2.5%     2.8%  

Refining business

   0.5%     0.5%     0.5%  

7.2.2.5.Climate change

The Group’s approach to climate and energy is to satisfy a growing demand for energy while providing concrete solutions, as needed, to limit the effects of climate change.

To do so, the Group has built its action around five focal points:

 

Raw material loss rate  2013   2012   2011 

Hydrocarbon production line of business

   2.5%     2.8%     2.5%  

Refining line of business

   0.5%     0.5%     0.6%  
1.focusing on the development of natural gas as the primary fossil energy source due to its low carbon intensity;
2.developing the solar energy offer as the renewable energy of choice in the evolution of the energy mix;
3.improving the energy efficiency of the Group’s facilities, products and services, and maintaining efforts in terms of direct emissions of greenhouse gas (GHG);
4.increasing access to a more sustainable energy, for the highest number of people; and
5.making public commitments regarding the industry’s acknowledgment of climate issues and working on the challenge posed by climate change.

iv.i. The role of gas: The Group believes in the essential role of natural gas as one of the solutions to climate change issues. Indeed, replacing coal with natural gas at power plants could help reduce worldwide CO2 emissions by 5 Bt/y,i.e., approximately 15% of the effort that must be made by 2030 to remain within the 2 °C warming limit(1). This reduction of GHG emissions can only be accomplished by limiting methane losses to less than 3% throughout the entire production value chain.

Natural gas rose from 35% in 2005 to more than 50% in 2014 of TOTAL’s production and is expected to contribute to approximately half of the Group’s production in the coming years.

Methane losses for the Group are below 3%. Indeed, TOTAL is particularly focused on controlling methane since methane’s global warming potential is twenty-five times higher than CO2(2) and given its short life span in the atmosphere, a reduction in methane emissions is expected to play a significant role in the fight against climate change. To support this effort, TOTAL became one of the first members of the partnership between governments and industry companies regarding the improvement of tools to measure and control methane emissions set up by the Climate and Clean Air Coalition and promoted by the United nations Environment Programme and the non-profit organization Fund Environmental Defense.

ii. Continuing to develop new energies: TOTAL has long been committed to developing renewable energies. The main focus in developing renewable energies is solar energy through SunPower (world’s second-largest player, 59.77%-owned by the Group as of December 31, 2014).

For nearly thirty years, SunPower has developed high-efficiency photovoltaic technologies and has progressively established itself as one of the foremost specialist in solar energy in the World, in particular with regard to the reliability of its solutions. SunPower operates across the entire energy chain, from the production of photovoltaic cells to the designing of turnkey solar plants or residential solar energy installations.

In addition to solar energy, biomass is another TOTAL strategic development point in the field of new energies. Biomass

2014 Form 20-F TOTAL S.A.65

(1)

The New Climate Economy report, published in 2014.

(2)

Fifth assessment report of the Intergovernmental Panel on Climate Change (IPCC).


Item 4 - C. Other Matters

represents approximately 10% of worldwide energy consumption and is mostly used for heating or cooking purposes. Biomass is the only renewable alternative to fossil resources for the provision of liquid fuel for transport (biodiesel, bioethanol, biokerosene), lubricants and base molecules for chemicals (solvents or polymers).

The Group has therefore launched various ambitious research programs and entered into innovative industrial partnerships in order to identify, test, and industrialize the most promising avenues for biomass transformation in societal, environmental and economic terms.

TOTAL invests in R&D to reduce direct GHG emissions into the atmosphere by other means. For example, through Total Energy efficiency:StreamliningVentures (TEV), its venture capital firm created in 2008, the Group supports the development of companies that offer innovative technologies or business models in such areas as renewable energies, energy useefficiency, energy storage, GHG reduction, sustainable mobility, etc. For instance, in 2014 TEV acquired a stake in Solidia, a start-up that has developed a technology that uses CO2 in the production of cement and concrete with high environmental performance. At year-end 2014, TEV had made twenty investments.

iii.Energy efficiency and ecoperformance: In its area of activity, TOTAL has made reducing GHG emissions one of its priorities. It has set the objective of reducing GHG emissions from its operations by 15% from 2008 to 2015. At this stage, this objective has been met. This reduction entails reducing continuous flaring and improving energy efficiency.

   2014  2013  2012 

Operated direct GHG emissions (Mt CO2 equivalent) (100% of emissions from sites operated by the Group)

  44    46    47  

Daily volumes of gas flared (million m³ per day)

  9.8    10.8    10.8  

Group share of direct GHG emissions (Mt CO2 equivalent)

  54    51    53  

Reducing continuous flaring

Since 2000, TOTAL has made a commitment to stop continuous flaring of gas associated with crude production for its new projects. The Group’s objective to reduce continuous flaring (excluding the start-up of new facilities) by half between 2005 and 2014 has been achieved.

Flaring of associated gas was down in 2014, in particular due to an operational improvement campaign led on the Republic of the Congo fields. Excluding volumes related to the start-up of facilities, the volume of flared associated gas totaled 7.5 Mm³/d in 2014. The Group has thus reached its target of a 50% reduction of flared associated gas between 2005 and 2014, excluding start-up phases of new facilities.

In 2014, TOTAL joined the initiative launched by the World Bank and made a commitment to eliminate continuous flaring from its operations by 2030. For over ten years, as part of the Global Gas Flaring Reduction program, TOTAL has worked alongside the World Bank to help producing countries and industrial players control continuous flaring of associated gas. TOTAL’s support for the international program spearheaded by the World Bank is onea logical continuation of its long-standing efforts in this area.

Improving the energy efficiency of the Group’s facilities

One of the Group’s performance targets.targets is to better control its energy consumption. Internal documents (roadmaps and guides) describe the challenges, set out methodologies and action plans, and even include quantified goals to reduce consumption. Since

the beginning of 2013, a Group directive has defined the requirements to be met by 2016 at operated sites that use more than 50,000 tons of oil equivalent per year of primary energy.

In early 2013, the Group set an objective to improve energy efficiency by 1.5% per year on average between 2012 and 2017 within Exploration & Production, Refining and Petrochemicals with(with the exception of the resins business.business which has now been sold). These areasactivities represent over 95% of the Group’s net primary energy consumption. A Group Energy Efficiency Index (GEEI) was created in early 2013 to assess the Group’s performance in this area. It consists of a combination of energy intensity ratios (ratio of net primary energy consumption to the level of activity) per business, reduced to base 100 and consolidated with a weighting by each business’s net primary energy consumption. Its value is thereforewas defined as 100 in 2012 and the goal is therefore to reach 92.5 by 2017.

 

  2013   2012   2011  2014 2013 2012 

Net primary energy consumption (TWh)

   157     159     158    153    157    159  

Group Energy Efficiency Index (GEEI) (base 100 in 2012)

   102.3     100       

Group Energy Efficiency Index (base 100 in 2012)

  101.0    102.3    100  

The decrease in net primary energy consumption is due primarily to the salegood performance of refining, on a same level of activity basis, as well as the Fertilizers business.decrease of activity in Exploration & Production.

The Group’s energy efficiency worsenedimproved in 2014 compared to 2013 despite taking into account the fact that thestart-up of CLOV in Angola which deteriorated Exploration & Production’s performance expected at Refining & Chemicals was achieved. This is mainly the result ofas the flaring of associated gas during the startup phase of the Usan field in Nigeria, which tookCLOV lasted longer than expected. Excluding flaring related to the start-up of facilities, the performance was 100.7 in 2014.

In early 2011,

Improving the footprint of the Group’s internal structure relatingservices and products

TOTAL is also committed to “Climateits clients and Energy” was changed:employees.

Approximately 85% of GHG from oil and gas are emitted during the customer usage phase, compared with 15% during the production phase. For this reason, in addition to the measures taken by TOTAL at its industrial sites, the Group believes that improving the footprint of its products and services is a key factor in the fight against climate change.

A decision-making body was created in the form of the CO2/Energy Efficiency Management Committee. Its role 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.

Energy Network days and the Energy seminar provide opportunities for internal discussion, reflection and information-sharing.

56TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

In France, Energy Efficiency Certificates (Certificats d’économies d’énergie CEE) are awarded by the Energy and Climate Administration (Direction générale de l’Énergie et du Climat)administration in recognition of energy-saving activities. TOTAL is encouragingencouraged its customers to reduce their energy consumption by 50 TWh (over the entire service life of the product) over the period offrom 2011 to 2014.

Through the “Total Ecosolutions” program, the Group is also developing innovative products and services that perform above market average on the environmental front, such as byin particular in terms of curbing energy use and greenhouse gas emissions while providing the same level of service.GHG emissions. At year-end 2013, forty-two2014, seventy products and services bore the “Total Ecosolutions” label. SunPower’s photovoltaic modules,label, which receivedputs the label in 2013, help avoid approximately 40%Group ahead of greenhouse gas emissions throughout the entire life cycle comparedits target of fifty products and services by year-end 2015 thanks to the market reference (averagelabeling of such product ranges as “AzaltEco” bitumen for warm-mix asphalt (bitumen that allows the four main competing technologies)mixing phases to be completed and executed at temperatures 40 °C lower than those required for traditional bitumen), and despite the loss of several products resulting from sales of subsidiaries in progress or completed (CCP Composites, Bostik, Totalgaz). The CO2 eq emissions avoided throughout the life cycle by the use of Total Ecosolutions products and services, compared to the use of benchmark products on the market and for an equivalent level of service, are measured annually based on sales volumes. This represented 740,000 t of1.5 Mt CO2 eq in 2012. In early 2013, the Group set the following target: to have fifty “Total Ecosolutions” labels by year-end 2015.2014.

66TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

In late 2012, TOTAL introduced an energy efficiency“Energy Efficiency” scheme that allows its 40,000 employees in France to improve the energy efficiency of their homes. This scheme was expanded in 2014 to allow them to perform an energy audit of their homes (financed at a rate of 50%)(two-thirds financed) and to receive investment subsidies for energy efficiency upgrades under the Energy Efficiency Certificate program in France, as well as a Group contribution for two upgrade projects and special discounts from building professionals who partner with the Group. By combining an energy audit, energy efficiency certificates and contributions from the Group, employees can receive up to1,500 in assistance to complete their project.

iv. Access to energy: To date, the World Bank estimate for people without access to electricity has exceeded 1.3 billion. In 2011, TOTAL therefore launched a range of innovative solar energy solutions, accessible to the highest number of people, the main project of which isAwango by Total (refer to “—7.3.4. Creating local value”, below).

v. Use of renewable energies:Public commitments:As part of its strategy, TOTAL has long been committed to developing renewable energies. The main focus in developing renewable energies is solar energy through SunPower (64.65%). TOTAL is also exploring a number of avenues for converting biomass to energy.

A detailed description of the activities carried out by the Group in the field of new energy sources is provided in“Item 4. Business Overview — Marketing & Services segment — New Energies”, above.

TOTAL is using renewable energies to supply power to some production sites. The Group has installed solar photovoltaic panels on several of its buildings (for example, CSTJF in Pau, Lacq, andProvence refinery in France) and certain isolated wellheads, as well as a number of service station canopies in Europe and Africa.

Climate change

i. Greenhouse gas emissions:TOTAL has made reducing greenhouse gas emissions one of its priorities. It has set the objective of reducing greenhouse gas emissions by its operations by 15% from 2008 to 2015. Quantified targets have also been defined in an attempt to reduce flaring (50% reduction between 2005 and 2014) and improve the energy efficiency (1.5% per year between 2012 and 2017). These targets are annually published and tracked.

   2013  2012  2011 

Daily volumes of gas flared (million m3 per day)

  10.8    10.8    10.0  

Operated direct greenhouse gas emissions (Mt CO2 equivalent, 100% of emissions from sites operated by the Group)

  46    47    46  

Group share of direct greenhouse gas emissions (Mt CO2 equivalent, from sites in which TOTAL has a stake)

  51    53(a)   53  

(a)

The 2 Mt CO2 eq correction of the 2012 figure is the result of an error in interpreting the information received from our Novatek partner.

Flaring of associated gas remained stable in 2013 and still includes 2 Mm3 per day from the start-up phase of the Usan site, which is expected to begin its reinjection of associated gas only in 2014 due to the geological structure of the reservoir. Excluding volumes related to the start-up of facilities, the volume of flared associated gas totaled 8.8 Mm3/d, a 40% decrease compared with the baseline year (2005). The Group’s target is a 50% reduction by 2014, excluding start-up phases of new facilities.

The drop in operated direct greenhouse gas emissions is mainly linked to the sale of Fertilizers, which accounted for 1 Mt CO2 eq in 2012.

To ensure that investment projects can withstandare as profitable as anticipated in the general emergence ofdesirable event that the international community agrees to put a cost ofon CO2 emissions, investments have been valued since 2008 generally based on a cost of CO2 emissions of25 per metric ton of CO2 emitted.

Moreover, in 2014 TOTAL investsdecided to join the call of the United Nations Global Compact, which encourages companies to consider a CO2 price internally and publicly support the importance of such a price via regulation mechanisms suited to the local contexts. In particular, TOTAL advocates the emergence of a balanced, progressive international agreement that prevents the distortion of competition between industries or regions of the world. Drawing attention to future constraints on GHG emissions is crucial to changing the energy Mix.

According to the IEA, the electricity-generating sector is the sector that must contribute most to the decrease of CO2 emissions in R&Dthe World by 2035 in order to remain within the 450 ppm of CO2 (electricity generation contributes for more than 65% to the emission reduction effort, compared to 11% for the industrial sector, 16% for transport and 4% for the construction sector). Substituting coal for gas in the electricity-generating sector is to date the fastest and cheapest way to reduce direct greenhouse gas emissions into the atmosphere by other means. The Group especially intends to developworldwide CO2 capture, transportemissions. This solution is immediately available and storage technologies. For several years now, it has been workingoffers the necessary flexibility to electric networks, which supplements intermittent energies. Hence TOTAL supports standards that impose emission thresholds on CCS (carbon captureelectricity generation, expressed in gCO2/kWh produced. Such standards are being discussed in the United States and storage), so that it can be used on its industrial sites when permitted by economicthe United Kingdom.

In 2014, TOTAL was actively involved in launching and regulatory conditions. Currently, two production sites in which TOTAL has developing the Oil and Gas Climate Initiative,a stake, the Sleipner and Snøhvit fields in Norway, are using these technologies. The research program is ongoing, notably through a pilot projectglobal industry partnership announced at the Lacq complexUN Climate Summit in New York on September 23, 2014. The aim of this initiative, which at early 2015 included seven major international energy players, is to share experiences, advance technological solutions and catalyze meaningful action in order to assist the evolution of the energy mix in a manner compatible with climate change issues.

TOTAL also actively participates in the debate on climate issues and has long-term partnerships with key stakeholders. For example, TOTAL funds research programs in France where CO2 is being capturedconducted by oxy-fuel combustion, transportedthe ADEME, Paris-Saclay and storedthe Climate Economics Chair at Paris-Dauphine University, as well as the Massachusetts Institute of Technology (MIT) in a depleted natural gas field. The CO2 pumping phase was stoppedthe United States. TOTAL also joined the World Business Council for Sustainable Development (WBCSD) in 2013, but2014. Lastly, TOTAL offers training and makes presentations at several universities, thereby taking part in the Group will continue to monitordebate.

vi. Adapting the behavior of the CO2 storage conditions until March 2016.

ii. AdaptingGroup’s facilities to climate change:The Group assesses the vulnerability of its existing and future facilities based on predictions related to predicted climate change.

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.

In addition to adapting toThe Group’s operations can be adversely affected by climate change and limiting the effects of human activityin many ways. Declining water resources could have a negative effect on the climate, TOTAL advocates concerted action, particularly the emergence of a balanced, progressive international agreement that prevents the distortion of competition between industries orGroup’s operations in certain regions of the world.world, higher sea levels could affect certain coastal activities and a growing number of extreme weather events could damage the land-based and offshore facilities. These climate risk factors are continuously assessed in TOTAL’s management and risk prevention plans.

 

7.2.2.6.

Protecting biodiversity and ecosystem services

Due toGiven their nature, the nature of its business,Group’s projects, and particularly because new exploration and productionExploration & Production projects, aremay be located in potentially sensitive natural environments,environments. TOTAL’s operations are likely tocan therefore have an impact on ecosystems and their biodiversity. More specifically:specifically, impacts may be:

 

impacts related to, for example, construction sites, access roads and linear infrastructures, that can result in habitat fragmentation;

physicochemical impacts leading to changes in environments and habitats, or that might affect or interfere with certain species; and

contribution to the propagation of invasive species in terrestrial and marine environments.

related to environmental footprints linked to construction sites, access roads, linear infrastructures, etc., which can result in habitat fragmentation;

physicochemical, leading to changes in environments and habitats, or which might affect or interfere with certain species;

related to the propagation of invasive species in terrestrial and marine environments; and

the result of the migratory influx of humans.

TOTAL is aware of these challenges and takes biodiversity and ecosystem services into account in its guidelines at a number of levels:

the Safety Health Environment Quality Charter (refer to“— Health Safety Environment Quality Charter”, above), Article 10 of which specifies: “TOTAL (…) monitors and controls (…) (its) impact on biodiversity”; and

2013 Form 20-F TOTAL S.A.57


Item 4 - Other Matters

and operations:

 

a

in the Safety Health Environment Quality Charter (refer to to “— 2. Safety, health and environment information”, above), which specifies that “through its societal commitment, TOTAL is particularly keen on contributing to the sustainable development of neighboring communities” and that “TOTAL is committed to managing its (…) use of natural resources and impact on biodiversity” and therefore supports ecosystem services; and

in the biodiversity policy that details the Group’s principles for action in this area:

1.Taking an approach based on identifying the risks and sensitivities of environments as early as the project approval process, with special attention given to operations in regions whose biological diversity is particularly rich or sensitive. For example, TOTAL has made a commitment not to engage in oil and gas exploration or extraction operations at natural sites included on the UNESCO World Heritage List of June 4, 2013. In addition, TOTAL currently does not conduct any exploration activities in oil fields under the ice cap.

 

 ¡2.Incorporating biodiversity protection into the environmental management system, particularly into initial analyses and social and environmental impact studies. This effort to assess sensitivity is founded on a constructive attitude based on transparency and dialogue with third parties and benefits from partnerships with biodiversity experts (for example, United Nations Environment Programme-World Conservation Monitoring Center — UNEP-WCMC).

 3.

Following the impact mitigation hierarchy, starting with avoidance, whenever possible, and then minimizing the impact of operations on biodiversity throughout the facility life cycle;

2014 Form 20-F TOTAL S.A.67


Item 4 - C. Other Matters

 ¡

incorporatingcycle of the facilities and during their reclamation. TOTAL also assesses biodiversity protection into the environmental management system, particularly initial analyses, and social and environmental impact studies;

offsetting approaches.

 ¡4.

paying specific attention to operations in regions with particularly rich or vulnerable biodiversity; and

¡

informingInforming and raising the awareness of employees, customers and the public by helping them better understand biodiversity and ecosystems. The Group is actively involved in research in these areas, including through its partnerships. The Total Foundation also develops initiatives in this area (refer to improve understanding of ecosystems.

“— 7.3.5. Partnerships and philanthropy”, below).

This policy is implemented by means of a number of tools and rules. InThroughout the Group, and particularly in Exploration & Production, directives, rules, guides and specifications govern the performance of baseline surveys and environmental impact assessments, which allows an approach based on land or at sea. the impact mitigation hierarchy, up to the implementation of management of biodiversity impacts in the field and performance monitoring.

Since 2011, all Groupof the Group’s business units have had access to a detailed mapping tool detailingthat shows the world’s protected areas based on data updated regularly updated data fromby its UNEP-WCMC (Worldpartner. TOTAL classifies protected areas around the world according to the categories defined by the IUCN (International Union for the Conservation Monitoring Center). The Group has renewedof Nature), while taking into account protected areas that may not yet be categorized and other sensitive areas in terms of biodiversity. For industrial sites and new projects(1) located in the most sensitive protected areas corresponding to IUCN categories I to IV, such as national parks, in addition to its partnership with UNEP-WCMC for 2013-2015.biodiversity policy, TOTAL develops specific biodiversity action plans based on industry best practices. Each development project, particularly new fields, is therefore the subject of an in-depth biodiversity study.

InFor example, in 2012 TOTAL acquired acreage near Lake Albert in Uganda in partnership with CNOOC and Tullow Oil (33% each). TOTAL is the operator of Block 1 of this license, most of which is located inwithin Murchison Falls National Park and the Ramsar zone of the Albert Nile Delta. This IUCN II-classified park was created in particular to protect its fauna, which includes such iconic species as large mammals (for example, elephants and Rothschild’s giraffes), reptiles and numerous birds (including the shoebill). In light of this site’s unique biodiversity, and in addition to applying the general principles of the Group’s biodiversity policy, Total E&P Uganda set as its objective a net increase in biodiversity. To this end, Total E&P Uganda has adoptedtaken the impact mitigation hierarchy approach based on specific operating rules, such as using wireless geophone systems for seismic campaigns, limiting the size of drilling pads to 1 hectare (100 m x 100 m) and mapping biodiversity hotspots to prevent interference with areas sensitive for fauna (e.g., breeding grounds) during the current seismic campaign, especially in the Albert Nile Delta. A dedicated social and environmental team, whose members include specialists in biodiversity specialists,and ecosystem services, has been created. A “Biodiversity and Livelihood Advisory Committee” has been set up with external stakeholders from national and international organizations specializing in nature conservation and relations between communities and wildlife. Its role is to ensure that Total E&P Uganda is aware of and implements best practices for its operations inside the park in order to help it meet its objective of a net increase in biodiversity, which is currently among the best practices related to biodiversity management.

In addition, the Group benefits from and actively contributes to the development of best practices related to biodiversity and ecosystem services management in the extractive industry through its partnerships with the IPIECA and the Cross-Sector Biodiversity Initiative (an initiative that brings together the Equator Principles signatory banks and the mining and oil industries). Its partnership with theFondation pour la Recherche sur la Biodiversité (foundation for biodiversity research) in France continues. In 2014, TOTAL also teamed up with the Business and Biodiversity Offset Programme, which will be launched in 2015, in order to strengthen offset mechanisms related to biodiversity damage resulting from its new projects. TOTAL also participated in the IUCN 2014 World Park Congress in Sydney, Australia, where it presented its overall approach to biodiversity management and, together with its peers, demonstrated the oil industry’s ability to operate, particularly in sensitive areas in terms of biodiversity.

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 projects at new facilities and production sites (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 each new field development project and may lead to a series of preventive measures. For instance, in January 2012, the authorities of the Democratic Republic of Congo awarded TOTAL an oil exploration license (Block III), 30% of which is located in the Virunga national park, which is listed among the UNESCO natural World Heritage sites. TOTAL made a public commitment not to work within the zone currently defined as a national park. This commitment was reiterated during the Shareholders’ Meeting in

May 2013. More generally, TOTAL has undertaken to refrain from prospecting or exploiting oil and gas in natural sites inscribed on the World Heritage List as at June 4, 2013.

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.

Consumer health and safety

7.2.3.Consumer health and safety

Many of the products that TOTAL markets pose a potential health riskrisks, for example if they are incorrectly used.used incorrectly. The Group therefore meets its current and future obligations with regard to information and prevention in order to minimize the risks throughout the productits product’s life cycle.

TOTAL uses various guidelines to ensure compliance with the necessary measures to be implemented to promote consumer health and safety:

 

the Safety Health Environment and Quality Charter (Articles(articles 1 and 5; see“— Health6; refer to “— 2. Safety, Environment Quality Charter”health and environment information”, above);

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);involved; and

a directive stating the minimum requirements for marketing products worldwide in order to avoid or reduce potential risks to consumer health and the environment.

TOTAL identifies and assesses the risks inherent into 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.

As part of the first phase of the European REACH Regulation (Registration,Registration, Evaluation, AuthorizationAuthorisation and Restriction of Chemicals)Chemicals Regulation (REACH), the Group has 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.

TOTAL and 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 approximately CAD 30 million each year. In particular, TOTAL is one of the founding members of COSIA (Canadian Oil Sands Innovation Alliance), an initiative launched in 2012 by fourteen producers in Canada to accelerate the improvement in the environmental performance of Canadian oil sands by promoting collaboration and innovation.

 

 

68TOTAL S.A. Form 20-F 2014

 

(1) 

Including nine Upstream, Refining & ChemicalsExcluding exploration wells, seismic surveys and Marketing & Services companies in France.distribution and storage of products.

58TOTAL S.A. Form 20-F 2013


Item 4 - C. Other Matters

In order to restrict water consumption on the Surmont (50%) in situ project, the Group has been working with the operator to optimize water use and recycling. For phase 2 of the project, which is scheduled to begin production in 2015, the selected option is expected to permit water to be withdrawn only from saline aquifers and not from freshwater 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 withdrawals from the Athabasca River in low flow periods.

The Group is also involved in oil industry initiatives 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 centrifuging, in order to significantly reduce the size of the tailing ponds and ensure that they are solidified within a few 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 is expected be completed at the end of mining, and the rest in the next seven years.

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.

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 entered into socioeconomic 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.

TOTAL and shale gas

TOTAL has stakes either as operator or as partner in several shale gas exploration and production licenses in the United Kingdom, Poland, Denmark, United States, Argentina, Uruguay, China and Australia.

In every country where the Group has operations, its Environmental charter and the Societal directive, backed by its compliance with local legislation, provide the framework for its operations.

The environmental challenges associated with shale gas development include reducing the quantity and impact of chemical additives, optimizing water management, and reducing the visual impact and disturbance caused by the operations. TOTAL’s operational and R&D teams are working to find appropriate technological solutions.

In Europe, where TOTAL has stakes in Denmark and Poland as operator, and in the United Kingdom where it has stakes since January 2014, the Group is focusing its efforts on listening to the various contacts so that the operations can proceed in a way that is acceptable to all stakeholders. TOTAL has also made a commitment to be more transparent, whether by providing

information about projects or by supporting the initiative of the Oil and Gas Producers association, which entails publishing information about fracturing fluids (ngsfacts.org). TOTAL believes that shale gas will have a place in the European energy mix, if the exploration campaigns confirm the economic viability of this resource in Europe.

In the United States, TOTAL is a partner in the appraisal, development and production of shale gas with licenses in the Barnett (Texas) and Utica (Ohio) plays.

In Argentina, TOTAL has stakes either as operator or partner in several shale gas licenses in the Neuquén basin.

In Uruguay, TOTAL is present as operator in two exploration licenses located primarily in the Artigas province in the northwest

of the country. The work planned includes geological, geochemical and environmental surveys.

In Australia, TOTAL is present in four shale gas exploration licenses in the South Georgina basin in the center of the country. TOTAL can increase its stake to 68% and become the operator in the event of development.

In China, TOTAL signed an agreement in 2013 to study the shale gas potential in the Xuancheng license, 300 km to the west of Shanghai.

TOTAL and the Arctic

According to a survey published by the USGS (United States Geological Survey) in 2012, the Arctic might hold 13% of the world’s undiscovered conventional oil resources and 30% of its undiscovered gas resources. These substantial resources could help to meet the rise in demand for energy in the coming decades.

For exploration and production in the Arctic, major challenges must be overcome given the difficult weather and oceanographic conditions, logistical constraints and the nature of the technologies to be deployed in a particularly sensitive ecosystem.

TOTAL currently does not conduct any exploration activities in oil fields under the ice cap.

At the same time, TOTAL is involved in 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 involved in various projects, including in Norway (Snøhvit, active exploration in the Barents sea) and in Russia (Kharyaga, Yamal LNG, Termokarstovoye).

TOTAL and the Western Sahara

Off the coast of Western Sahara, Morocco awarded an authorization of reconnaissance for the Anzarane Offshore block in December 2011 to the Office National Marocain des Hydrocarbures et des Mines (ONHYM – National Moroccan Bureau of Petroleum and Mines) and Total E&P Maroc. This authorization was extended for another year, first in December 2012 and then again in December 2013. The authorization of reconnaissance for the Anzarane Offshore block is not an oil contract given that it covers only geological and geophysical studies.

To date, preliminary geological studies have been carried out and a 3D seismic survey over an area of 5,900 km2 was conducted by

2013 Form 20-F TOTAL S.A.59


Item 4 - Other Matters

ONHYM between November 2012 and July 2013. At this stage, the oil and gas potential of the area has not yet been assessed. Several more months will be needed to process and interpret the seismic data, which had led to the extension of the authorization of reconnaissance.

At the time of the extension of the authorization of reconnaissance in December 2013, Total E&P Maroc signed with ONHYM a joint public declaration and a memorandum of understanding. In the joint declaration, the Moroccan party emphasizes its commitment to comply with the principles of the Charter of the United Nations,

particularly as regards consultation with the local populations and the benefit they will derive from the exploration and mining of natural resources. The memorandum of understanding outlines corporate social responsibility principles for the prospecting period and for any subsequent phases.

In the Western Sahara region where the Anzarane Offshore block is located, as in other places where it operates, TOTAL complies with the applicable laws and international standards mentioned in the Group’s Code of Conduct, particularly those related to human rights.

Social information

 

Organization of work

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.

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. In France, teleworking was introduced in 2012. As of December 31, 2013, there were 255 teleworkers in the oil and petrochemicals perimeter(1), 45% of whom were managers and 30% men.

    WHRS 2013  WHRS 2012  WHRS 2011 

% of companies offering the option of working part-time

   63%(a)   69  63

% of employees working part-time of those given the option

   5.2  5  5

% of companies offering the option of teleworking

   22  19  15

% of employees involved in teleworking of those given the option

   2.3  2  3

(a)7.3.The reduction in this percentage from 2012 to 2013 is due to the differences in the scope of the WHRS.

The sickness absenteeism rate is one of the indicators monitored in the WHRS:

    WHRS 2013  WHRS 2012  WHRS 2011 

Sickness absenteeism rate

   2.5  2.6  2.7

Dialogue 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. 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.

Organizational changes were carried out in the Group in 2013 in consultation with employee representatives and paved the way for a constructive social dialogue, leading to agreements such as the one on commitments in the context of the disposal of TIGF and the one relating to the mechanism of providing labor support measures for the future of the petrochemical platform in Carling.

In France, thirty-two agreements were signed with employee representatives in 2012, covering in particular retirement conditions, compensation systems, geographical relocations and teleworking.

    

WHRS

2013

  

WHRS

2012

  

WHRS

2011

 

Percentage of companies with employee representation

   71.6%(a)   79.9  77.4

Percentage of employees covered by collective agreements

   67  67.7  70.3

(a)The reduction in this percentage from 2012 to 2013 is due to the differences in the scope of the WHRS.

TOTAL continues to develop dialogue with employees on a European scale through negotiations with European trade union federations.

Several agreements have been signed, including, for example, 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.

A single Work Committee representing European personnel has been set up at the Group-wide level in order to inform employees 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. It also examines any significant proposed organizational change concerning at least two companies in two European countries, to express its opinion, in addition to the procedures initiated before the national representative bodies.

In addition, every other year TOTAL carries out an internal survey amongst its employees to gather their views and expectations with regard to their work situation and perception of the Company, locally and as a Group. The results of the survey conducted in 2013 amongst 70% of the Group employees show that they have a commitment rate of 73% and that 85% of them are proud to work for TOTAL.

Training

The Group has four priority goals in the field of training:

sharing TOTAL’s Corporate values, in particular with respect to ethics and corporate HSE;

increasing key skills in all business areas and maintaining a high level of operating performance;

(1)

Including nine Upstream, Refining & Chemicals and Marketing & Services companies in France.

60TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

promoting employees’ integration and career development through induction, management and personal development training; and

supporting the policy of diversity and mobility within the Group through language and intercultural training.

The Group’s efforts in the field of training continued in 2013: 87% of employees followed at least one training course and, within the scope of the WHRS, 454,000 days of training were offered for a total training budget of about290 million (mentoring represents approximately 23%). 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.

In 2013, the Group continued its effort to provide HSE training, with programs focusing on HSE Culture. This year also marked an acceleration in the development of managerial programs abroad, particularly to strengthen equal career opportunities in the Group. Moreover, TOTAL has continued the large-scale deployment of business-specific e-learning modules and programs on such cross-functional topics as diversity, compliance, competition law, the oil and gas chain, etc. In 2013, 33,000 people attended at least one module.

Average number of days’ training/year per employee (including mentoring,
excludinge-learning)
  WHRS 2013  WHRS 2012  WHRS 2011 

Group average

   5.2    5.5    5.8  

By segment

    

Upstream

   9.6    8.9    9.5  

Exploration & Production

   9.9    9.2    9.8  

Gas & Power

   2.4    5.1    5.3  

Refining & Chemicals

   4.6    4.9    5.0  

Refining & Chemicals

   4.6    4.9    5.0  

Trading & Shipping

   1.8    1.9    2.1  

Marketing & Services

   3.4    4.2    4.4  

Marketing & Services

   3.6    4.7    4.4  

New Energies

   2.7    2.0    6.2  

Corporate

   3.3    2.9    2.4  

By region

    

Africa

   9.4    9.2    8.3  

North America

   5.0    8.3    7.9  

Latin America

   6.9    4.1    6.2  

Asia-Pacific

   5.1    6.0    9.4  

Europe

   4.1    4.6    4.5  

Middle East

   9.4    11.6    13.9  

Oceania

   2.6    3.4    1.5  

French Overseas Departments and Territories

   2.3    2.4    1.5  

Breakdown by type of training given (including mentoring, excluding e-learning)

    

Technical

   41  42  42

Safety

   25  27  29

Language

   12  11  8

Other(a)

   22  20  21

(a)

Other: management, personal development, intercultural.

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.

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.

Equal treatment for men and women

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.

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:

% of women  2013  2012  2011 

In recruitment on open-ended contracts

   36  31  29

Employees in management recruitment/JL(1)³10

   29  27  28

Employees

   31  30  30

Employees in management/JL³10

   24  24  23

Employees in senior management

   17  16  15

(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.Societal information

 

7.3.1.
2013 Form 20-F TOTAL S.A.61TOTAL’s societal approach


Item 4 - Other Matters

 

TOTAL also participates inWherever the BoardWomen Partners program, which aims to significantly increase the proportion of women in the boards of large companies throughout Europe. Following the 2012 Shareholders’ Meeting, 33% of TOTAL S.A.’s Board of Directors were women, compared with 26% before the meeting.

The Group also shows its commitment through agreements or provisions relating to access to employment, maternity and paternity leave, child care facilities, working conditions, balancing work and family responsibilities, and managing dual careers.

In addition, the Group offers women the opportunity to share and discuss through TWICE (Total Women’s Initiative for Communication and Exchange), created in 2006 and restarted in 2009. The aim of this network is to promote career development for women in line with TOTAL’s gender diversity strategy. This initiative is currently in place in France and around the world (Germany, Angola, Belgium, Cameroon, Canada, China, Congo, United Arab Emirates, Gabon, Indonesia, Italy, Nigeria and Singapore) and has over 3,000 members. TWICE offers a mentoring program that supports women in their professional development by helping them better negotiate the key phases of their career, deepen their self-exploration and expand their network.

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 Group’s companies recruit for a highly varied portfolio of business segments, usually with a large technical component, and strive to prioritize local recruitment.

In 2013, 73% of managers recruited were non-French, representing more than eighty different nationalities. Several measures have been put in place so that the internationalization of management reflects this diversity, including harmonizing human resources practices (for example with regard to hiring and annual appraisals), increasing the number of foreign postings for non-French employees, and decentralizing training.

% of non-French  2013  2012  2011 

In recruitment on open-ended contracts

   90  88  87

Employees in management recruitment/JL³10

   73  71  75

Employees

   67  64  64

Employees in management/JL³10

   61  59  59

Employees in senior management

   26  25  23

Measures promoting the employment and integration of people with disabilities

For over twenty years, TOTAL has set out its disability policy in France through successive agreements signed with employee representatives to promote the employment of workers with disabilities.

While promoting the direct recruitment of disabled people and cooperation with the sector for disabled workers, TOTAL also takes various types of action:

¡

in-house: integration, professional training, job retention, advertising, awareness sessions organized for managers and teams, Human Resources managers, etc.; and

¡

externally: cooperation with recruitment agencies, information and advertising aimed at students, attendance at specialized recruitment forums, etc.

In continuation of the work already undertaken, three new 3-year framework agreements (2013-2015) with the French representative unions set out TOTAL’s policy in France with regard to integrating people with disabilities into the work world.

Measures promoting non-discrimination and diversity

In addition to basing its recruitment policy on the principle of non-discrimination, 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.

The TOTAL Foundation also works alongside several associations that help young graduates from disadvantaged backgrounds to find jobs or support them in further education.

Community development information

TOTAL’s aim is to be known, both by host governments and by its partners, as an operator that strives for excellence. Wherever it operates, and in line with the values and principles set out in its Code of Conduct Ethics Charter and Safety Health Environment and Quality Charter, TOTAL places its commitment to community development at the heart of its corporate responsibility in order to create value that is shared with those residingliving near its facilities, its suppliers and its employees.

Formalized in 2011 and accompanied by a directive intended to facilitate its practical implementation within the Group, the societal policy is one of the cornerstones underpinning TOTAL’s commitment to meeting the challenges of sustainable development. The societal policy and directive apply to all Group entities and subsidiaries in compliance with their own decision-making process. This approach, which is deployed within most of the Group’s business units directly linked toin direct relation with operations, encompasses the actionactions taken to improve the Group’s integration into the countries where it operates.

Managing risks, facilitating operations and creating opportunities are the three components of a coherent strategy of reducing negative impacts and promoting socioeconomic development through close cooperation with national authorities and with the support of local populations. To accomplish this, openness, Openness, dialogue and engagement are essential for developing constructive and transparent relations with all stakeholders.

In concrete terms, the primary goal is to strengthen the local content (employment and subcontracting) of the Group’s activities, foster economic diversification, support educational and skills improvement projects, promote the heritage and cultural wealth of local communities, contribute to human and social development and, in particular, facilitate access to energy for the most disadvantaged populations via innovative and long-term social business solutions.

New societal reporting tools were developed in 2012 and implemented in 2013 toTo better monitor the community developmentsocietal initiative as a whole, and in line with the defined strategic priorities (Groupas defined by the Group societal policy, and directive). The Group’s societal reporting ontools make it possible to both survey the operated scope now consistswhole range of two parts:

A qualitative self-assessment questionnaire ofsocietal actions conducted locally by the application of the societal directive. This questionnaire can be usedoperational divisions and to assess and manage the degree of deployment ofextent to which the societal directive inis implemented within the Group.

A quantitative questionnaire listing all the local community development actions taken by the Group’s operational divisions.

62TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

This new annual reporting aims to improve the measurementassessment of the efforts made by the Group in this field.

In As of 2013, a cross-functional working group developed eight indicators of societal performance, indicators with reference todefined on the basis of the societal policy: two indicators measure the quality of social dialogue with stakeholders, one indicator concerns the management of the impact of the Group’s activities, four others focus on economic and social development projects and the last one on access to energy. These indicators, applicable to all the community development actions consolidated at the Group level from 2014, will allowpolicy, have enabled a more accurate analysis of the societal approach of the subsidiaries and sites and will serveserved as a tool to monitor the Group’s communitysocietal actions. These indicators measure the quality of social dialogue with stakeholders, the management of the impact of the Group’s activities, economic and social development projects and access to energy.

The Group’s expertise is based on the continuous professionalization of its communitysocietal development engineers. Tools such as structuring projects, setting goals and monitoring and assessingassessment indicators have enabled TOTAL to progress from anaid-giving approach to one in which communities take charge of their own development. In Exploration & Production, more than 400 people are involved in community developmentthe societal area (including experts under contract), with over 360 involved on a full-time basis. Furthermore, TOTALSeveral documents have been created to formalize the societal methodology at TOTAL:guide to local dialogue, guide to local content, practical guide to local development projects, the Exploration & Production societal guide and manual.

This organization is onecompleted by the presence of the only companies to dedicate a person in the Group’s Head Office representative who is fully dedicated to relationshipsrelations with NGOs.

 

7.3.2.

Dialogue and involvement with stakeholders

For someSince about twenty years, changes in the regulatory framework have promoted the information, consultation and dialogue with stakeholders prior to making decisions that have a significant environmental impact.impact on the environment.

In addition to complying with regulations, TOTAL sets up structures for dialogue at every level ofwithin the Group. Communities neighboring TOTAL’s sites often have questions about the impactThe foremost requirement of the Group’s activities on health, safety and the environment. Establishing a dialogue with the residents and with other local stakeholders helps provide answers to these legitimate concerns.

The number one requirement of the societal directive is that “eacheach asset must consult its stakeholders regularly to gain a clearer understanding of their expectations and concerns, measure their level of satisfaction regarding the Group and identify avenues of improvement for its societal strategy”strategy.

7.3.2.1.Stakeholder consultation processes

i. Stakeholder consultation processes:TOTAL strives to develop a continuous dialogue with its stakeholders and to ensure the long-term sustainability of this relationship through various mechanisms and structures. Along these lines, the Group has launched various initiatives in recent years:years.

In the Group’s Exploration & Production entities, the role of the Community Liaison Officers (CLO) is often decisive. Generally members of the local community, whose language they speak and whose customs they understand, they are employed by TOTAL and trained to the culture and specific characteristics of the oil industry so that they can maintain the dialogue between the subsidiary and the local communities. CLOs promote the Company’s integration in the local context and are the first link in its societal initiative.

For example, Total E&P Bolivia is currently recruiting a number of CLOs within the framework of the Azero exploration license acquired in 2013. Similarly, in the Democratic Republic of the Congo, two CLOs have been recruited, a community representative undertakes spot assignments as required and consultation committees have been set up at various levels (local authorities, NGO, local populations). In addition, the CLOs receive regular training to ensure greater familiarization with TOTAL’s societal practices: in 2014, this applied in particular to Yemen.

Dialogue prior to exploration and production activities

This dialogue can be initiated by local consultants within the framework of social baseline studies. This occurred in 2014 as part of the study conducted for the development of the Absheron field in the Caspian Sea for which interviews were conducted by Azeri consultants in the five villages located in a radius of 10 km around the future offshore terminal:

 

  

Several documents have been created400 interviews to formalizeobtain socioeconomic information directly from the societal methodology at TOTAL: Guidepopulation (living conditions, access to Stakeholder Dialogue, Local Community Guide, Practical guide for Local Development, E&P Societal Guide & Manual.services and infrastructure, economic activities, etc.);

  

In the Group’s Exploration & Production subsidiaries,ten discussion groups (groups of ten people each, two groups per village, with men and particularly during the project phase, CLOs (Community Liaison Officers) often play a key role. These officers, who come from the local community, speak its languagewomen forming different groups to ensure that everyone felt at ease to express his or her point of view); and understand its practices, are employed by TOTAL and trained in the culture and specific characteristics of the oil industry. CLOs promote the company’s integration in the local context and are the first link in its community development initiative. For example, in Uganda, the Exploration & Production subsidiary has set up a highly structured process to select eight CLOs and prepare them for their tasks. All of

 

them come from the voluntary and NGO sectors and have a good knowledge of the social fabric. Each of them speak a local language and can therefore speak to the concerned people in their language. Similarly, in Yemen, a department is dedicated to relations with stakeholders.

  

A Memorandum of Understanding (MoU) can be signedthirty interviews with the communities to formalize an agreement. For example, in Indonesia, working committees signed an MoU with the communities,key stakeholders (government and local authorities, and Total E&P Indonesia in 2013. Other MoUs have been signed in Nigeria and Canada.local industrialists, community associations).

The aim of this preliminary dialogue is to identify at a very early stage, and even before the start of operational activities on site, the stakeholders that may potentially be affected and to understand the human socioeconomic context in this geographical area. This dialogue with the stakeholders will be continued as part of the study of potential impacts and the ways they can be taken into account that will be conducted in 2015.

Agreements may be signed with the communities in order to organize relations with the stakeholders. For example, thirteen five-year Memorandums of Understanding (MoU) are in effect in Nigeria in connection with onshore activities.

Public consultations, meetings with stakeholders, and media campaigns are also organized. In 2014, consultations were held in many different countries, in particular in Bolivia, Bulgaria, Denmark, Mauritania, Myanmar and the Republic of the Congo.

2014 Form 20-F TOTAL S.A. 

“Open houses” have been created in Yemen and the Republic of South Sudan. Public consultations are also organized, as well as meetings with stakeholders (Australia, Brunei, Democratic Republic of Congo), consultations and media campaigns.

The signature of “Responsible Care®”, a voluntary commitment of the global chemicals industry, led to the creation of Community Advisory Panels in the United States, developed at the initiative of the American Chemistry Council. The “Terrains d’entente” (common ground) initiative was launched in France in 2002 within TOTAL’s Chemicals business segment (now integrated into the Refining & Chemicals segment) with the objective to strengthen dialogue between industrial sites and their environment.

Initiated by TOTAL, the “Safety and Environment Commission” of the Feluy industrial park in Belgium is a voluntary forum for dialogue among industrial players, authorities and residents on the effects of companies’ operations in the areas of safety, health and environmental protection.

The “Conférence Riveraine” (residents’ conference) was set up in 2007 by the Feyzin refinery in France, in partnership with the Feyzin town council. This residents’ dialogue forum improves the living conditions of the neighboring population and its relationship with the site. It was recognized by the authorities as a consultation partner under the technological risk prevention plan.

Site monitoring commissions, which succeeded the local information and consultation committees in France, pursuant to the French technological risk prevention act, have been created.

In 2011, a collective consultation process was introduced in the Lorraine region of France involving stakeholders from all the Group’s business segments operating in this region.

69


Item 4 - C. Other Matters

In Denmark, the local subsidiary plans to drill an exploration well to explore for shale gas in the northern part of the Jutland province. For more than two years, a CLO recruited from the local community has been responsible for communications with the stakeholders. In early 2014, a formal period of consultation with the stakeholders began, including a public consultation together with a presentation of the results of the impact study. Following this meeting, a large number of questions were sent by stakeholders, and Total E&P Denmark provided the necessary technical information to the local authority. Since the end of this formal phase, regular meetings have been organized with residents to explain the operating process and its scheduling. Civil engineering work to prepare for drilling started in the fall of 2014 and local associations, the local community, and local and national government bodies are kept regularly informed of the progress of operations.

ii.“SRM+”In France, within Refining & Chemicals, site monitoring commissions were set up in 2014 at the main industrial sites, pursuant to the French technological risk prevention act. These commissions replaced the local information and consultation committees. The site monitoring commission is a regulatory information-sharing structure which is required to be set up in France in facilities classified for environmental protection (Installation classée pour la protection de l’environnement — ICPE). The commission allows a dialogue tool:to be established, to provide information relating to the operation of the facility and in particular its impact on people and the environment. The commission regroups representatives of public administrations, of the facility’s owner and its employees, communities and associations for the protection of the environment or consumers. The commission is chaired by the prefect.

In Belgium, the “safety and environment commission” of the Feluy industrial park, which was set up on TOTAL’s initiative in 2014, is a permanent voluntary forum for dialogue among industrial players, authorities and residents on the impacts of companies’ operations in the areas of safety, health and environmental protection.

In the United States, as of the signature in 1991 of “Responsible Care®”, a voluntary commitment of the global Chemicals industry, Community Advisory Panels have been actively working in cooperation with local residents.

7.3.2.2.“SRM+” dialogue tool

To put its societal approach to community development at its sites and subsidiaries on a professional footing, TOTAL implemented the internal SRM+ (Stakeholder Relationship Management) toolmethodology in 2006. It is usedIts aims are to identify and map the main stakeholders, schedule meetings with them and understand their perceptionperceptions and challenges,stakes, and then draw updefine an action plan for building a long-term relationship. This mechanism represents a unique opportunity to explain the Group’s activities and present the actions it implements, but also to listen to the expectations of local stakeholders and answer questions. It also makes it possible to establish a trust-based relationship and demonstrate that TOTAL is completely transparent in its activities. Ultimately, these discussions allow the Group to consolidate its strategy and identify expectations to which it can respond.

In 2014, SRM+ was deployed by rolled out to a number of Group entities.

Exploration & Production, in Qatar and Kenya in 2013.

The Marketing & Services segment carried out further deployments of SRM+ in 2013, including:particular, has undertaken new deployments:

 

India (Namakkal): seventeen stakeholders were interviewed

In three countries (South Africa, Uruguay and Bulgaria) in which the development of oil-related activities is still at a low level, SRM+ has been deployed at a very early stage of activity within the exploration process. This approach has made it possible to create a climate of confidence and concurred that the subsidiary’s team maintained a good relationship with its environment.

2013 Form 20-F TOTAL S.A.63


Item 4 - Other Matters

  

Some issues, such as power cuts, public informationopenness and economicto launch a dialogue which has enabled the subsidiary to develop a strategy for its relations and communication with stakeholders; and

In the Republic of the Congo, the SRM+ approach has made it possible to better understand changes in stakeholders’ expectations. In 2014, a new module was developed and tested in Pointe-Noire. From now on, it will ensure that the portfolio of community development activities is better harmonized with these expectations.

Marketing & Services has also undertaken new SRM+ deployments in 2014:

At the Hsinchu lubricants plant in Taiwan, sixteen stakeholders were interviewed, raising subjects such as information on Group activities and road safety. The use of the SRM+ tool has enabled the generation of a suitable action plan by the teams and the validation of a number of actions in consultation with the management of the subsidiary. Initiatives in the field of road safety are underway and include, in particular, the planned installation of a “road safety cube” in a nearby school. Following the deployment of the tool, meetings with the various stakeholders (NGOs, authorities) have also been held in order to define joint actions in a number of different fields and increase familiarity with the Group’s activities at a local level;

In the United States, the Linden lubricants plant (New Jersey) has been part of the city’s urban and industrial landscape since the 19th century. Eight stakeholders were interviewed during the SRM+ study which was conducted in 2014. The main concerns related to the human and social development of the community were raised. Anin the vicinity of the plant. More specifically, the action plan was built byincluded visits to the community development team and validated by the executive committee. It includes twenty-two actions, some of which have already been carried out, such as renovating the roof of the village community center using recycled materials. The building was then inaugurated alongsite, a closer partnership with the villagers.

Jamaica: twenty-nine stakeholders were identified, of whom fourteen were interviewed. The action plan features eleven priority actions to be implemented. This exercise helped identify areas for improvement such as distributing HSEQ documents (e.g., HSE charter, best practices, check lists) to customers, but also some medium/long term actions such as organizing a forum of local smalluniversity, TOTAL’s participation in its partners’ representative bodies, and medium enterprises (e.g., on accounting, energy savings, finance), developing the skills of fuel attendants or setting up partnerships on environmental matters.involvement in events and local activities;

In Africa/Middle East, SRM+ was implemented at forty-two sites in 2014. Nine new subsidiaries drew up action plans following consultations with the relevant stakeholders (Burkina Faso, Chad, Egypt, Eritrea, Jordan, Niger, Saudi Arabia, Togo and Zambia), thus bringing the number of countries in which the approach has been adopted in the region to thirty-one. SRM+ has been implemented in the vicinity of depots, service stations and the head offices of subsidiaries; and

SRM+ has proved to be a very useful tool, for example during the construction of a service station in the Republic of the Congo where the increase in traffic volumes had caused concern among the local population. These fears led the subsidiary to target its interventions on the nearby school in order to familiarize local children with road hazards. In Ethiopia, local communities in Dukam expressed their wish to be involved in a tree planting program around the depot. As a result, 3,000 trees were planted with the help of employees and local residents. This operation, which is known as “Green village of Total Ethiopia and Dukam Town administration village” will be repeated each year. Much appreciated by stakeholders as an original initiative, the SRM+ approach has led to the organization of open-day events at a number of the Group’s gas depots in South Africa, thus increasing the level of familiarity with TOTAL’s sites and reassuring local residents about the Group’s activities.

Finally, in Refining & Chemicals, the SRM+ approach is currently being implemented at the Donges refinery in France.

7.3.2.3.

The Africa/Middle East division is in an active phase of development: about ten subsidiaries launched an SRM+ approach in 2013 (Ethiopia, Eritrea, Gambia, Mali, Sierra Leone, Togo, Congo, Gabon, Uganda, Tanzania, Malawi, Reunion Island). These deployments took place either at depots, around certain service stations or at the Head Office depending on the specific issues faced by each subsidiary. The progress varies from one subsidiary to another, but the actions plans identified will be implemented.Dialogue with indigenous and tribal peoples

iii.Dialogue with indigenous and tribal peoples:TOTAL is aware of the specificities of indigenous and tribal peoples (as identified in the International Labor Organization’s Convention

70TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

No. 169), and has introduced a Charter of principles and guidelinescharter regarding indigenous and tribal peoples with guidelines and principles to be followed with communities that are in contact with its subsidiaries. Under this Chartercharter and in compliance with its Code of Conduct, the Group strives to get to knowidentify and understand the legitimate needs of the communities neighboring its subsidiaries. In particular, this Chartercharter encourages the subsidiaries to call on experts to identify and understand the expectations and specificities of indigenous peoples, to consult and dialogue with them through dialogue before starting industrial projects and to make a positive contribution to their socioeconomic development.

Further, CDA or “Collaborative Learning Project”, an American non-profit organization specialized in handling conflicts with local communities, helps the Group to assess the local communities’ perception of the social impact of its projects in high risk regions. The Nigeria Oil & Gas Corporate Social Responsibility 2012 prize was awarded to Total E&P Nigeria for its commitment to local communities.

Respect for human rights is a factor of social recognition: the Group is recognized today (notably by the Nobel Peace Prize laureate, Ms. Aung San Suu Kyi) as a responsible investor in Myanmar.

Fully aware that taking human rights into consideration is one of the cornerstones of its industrial projects with respect to local populations, in 2012 TOTAL participated in 2012 in the work of the IPIECA (global(the global oil and gas industry association for environmental and social issues) to develop the guide entitled “Indigenous Peoples and the oil and gas industry: context, issues and emerging good practices”. The Group also contributed to the “Oxfam America’s Community Consent Index”, a collection of best practices in terms

of FPIC (Free Prior Informed Consent). The Group thus shared its experience with the Guarani people in Bolivia. The subsidiary Total E&P Bolivia has embarked on an exemplarystarted a partnership with the Guarani communities in the Santa Cruz department. The subsidiaryarea and has launched a number of socioeconomic development initiatives, by striving to rectify discriminations,engaging in the fight against discrimination, and especially gender discrimination.

 

Example: dialogueDialogue with indigenous and tribal peoplescommunities in Bolivia

Since 2011, Total E&P Bolivia has been developing a gas depositfield discovered in 2004 in the eastern lowlands of Bolivia. ThisThe Incahuasi project to constructinvolves the construction of a gas plant andlocated on the Guarani territory of Alto Parapeti as well as a 100 km-long pipeline of over 100 km falls within a stringentwhich will run through three other Guarani territories. The legal framework that protectswithin which the project is being conducted is extremely protective of the rights of indigenous people.peoples. The consultation process undertaken by the government, helpsmust make it possible to identify the economic and sociocultural impacts of the project and where appropriate, opensdetermine the door to the negotiation of financialeconomic compensation between the concerned company and the stakeholders, for the impacts that cannot be mitigated.unavoidable impacts.

The consultation process initiated by the subsidiary in 2011 to obtain the environmental permit was suspended in the wake of opposition from an indigenous organization that owns a part of the project area regarding rights of use and passage.

Consultation with the indigenous peoples was resumed again from May to September 20132013. Total E&P Bolivia played an extremely active role in the consultation process and the negotiations on rights of use resulted in an agreement.agreement concerning the joint identification of the environmental, social, economic and cultural impacts. The Group’s societal directiveunavoidable sociocultural impacts will give rise to compensation, which is to be negotiated between the indigenous organizations and its implementation in Exploration & Production helped the subsidiary to manageCompany. Open-mindedness of spirit coupled with perseverance have enabled the community development componentteam to build an atmosphere of the project. Open-mindedness, dialoguetrust and perseverance enabled to forge tiesconduct discussions with the communitiesa wide range of partners, including both official and notably to discuss with several contacts from different groupsunofficial leaders, as part of stakeholders, formal but also informal leaders, to send across the same message to all in a process of direct dialogue with the concerned communities and not justrather than simply with their representatives.

Internally,2014 was marked by extensive negotiations with four indigenous Guarani organizations and involved more than thirty meetings.

Transparency with regard to the subsidiary’sagreements signed with the local authorities and respect for their application are key principles underpinning the responsible, credible management that makes it possible to construct a long-lasting trusting relationship. The community development team became strongerleaders, though sometimes reticent, recognize the positive impact of this approach, including in terms of their own role within their communities.

The implementation of a procedure for the handling of grievances represented a major challenge. In a country which is used to seeing demonstrations and more professional and also acquiredblockades of all types, this new mechanism had to prove its effectiveness. Of forty complaints received since the necessary tools (community development plan and procedures). Externally, the team strives to foster dialogue, relies on the government as the mediator and reaches out to a number of contacts. It strives to inform the project’s neighbors about the statusbeginning of the negotiations, the reasons for its position and the challenges faced by the project. Ayear, only two are still currently unresolved.

The participatory approach also aimsset up to involveidentify, monitor and assess societal projects encourages the communities.

iv. Grievance handling: An increasing numberinvolvement of Exploration & Production subsidiariesthe persons who are setting up a grievance mechanism for local communities impacted by industrial projects. In lineaffected. Partnerships with institutions possessing in-depth expertise have strengthened the United Nations Guiding Principles on Business and Human Rights, a guide related to this complaints procedure was developed and published in August 2013. This procedure forms an integral partcredibility of the societal management planteam. The communities involved sometimes prefer to entrust Total E&P Bolivia and embodiesits partner institutions with the first requirementresponsibility of implementing the Group’s societal directive. For example, a specific mechanism has been introducedprojects in Uganda as part of the societal management plan.

To improve the management of relationshipsorder to guarantee that all their members share equitably and dialogue with stakeholders, the IPIECA has launched a pilot project to promote the introduction of international standards and best practicestransparently in the industry. Total E&P Congo was selected as the pilot to implement this grievance mechanism. This process is consistent with a willingness to dialogue with the stakeholders to strengthen the tiesbenefits.

64TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

with the Djeno community, to avert societal risks and foster a proactive and responsible management of the subsidiary’s operations. In 2012, IPIECA engaged the firm Triple R Alliance and several missions were carried out at Total E&P Congo in 2012 and 2013 to complete and improve the efficiency of the already existing procedures for receiving and handling grievances.

 

7.3.3.

Controlling the impact of the Group’s activities

i. Integration of a societal approach into operational processes:In order to better control the impact of the Group’s operations, the societal approach is integrated into theits operational processes.

Since 2012, societal issues have been integrated into Exploration & Production’s and Refining & Chemical’s HSE management systemsystems, known as MAESTRO (Management and Expectations Standards Towards Robust Operations). Seven audits were conducted within the Exploration & Production division in 20132014 (Algeria, Gabon, Indonesia, Italy, Myanmar, Nigeria and the Netherlands). In total, these audits have given rise to sixty-seven recommendations and will help support efforts to improve control of the societal impacts of the Group’s operations. The HSE approach has been extended to H3SE (Health, Safety, Security, Society, Environment), with Societal and Security being added to Safety.

7.3.3.1.Understanding the social context: baseline studies

To gain a better understanding of the socioeconomic context, it is first necessary to conduct a baseline study. On average, these studies last between three and six months and are generally accompanied by a consultation phase involving local stakeholders. In the onshore Neuquén basin in the United Arab Emirates, Yemen, Uganda, Bolivia, Argentina, the UK and Malaysia.baseline study lasted more than six months during 2014.

Since 2012, the MOST tool (Management Operational Societal Tool) has been employed to steer and coordinate societal projects. It was set up in 2012 in the Group’s subsidiaries in Congo, Gabon, Angola, Nigeria, Uganda, Democratic Republic of Congo, Myanmar and Yemen. In 2013, it was implemented in Italy, Indonesia, Bolivia and Venezuela. This system brings together such modules as “dialogue with stakeholders”, “grievance handling”, “land compensation” and “contributions to development” (with a “local employment” module in Uganda), with functionality that has been further improved in 2013. The use of these tools isAs part of the process to help the local teams monitorAzero exploration Block in Bolivia, a socioeconomic baseline study is currently underway over an area of 786,000 hectares on which exploration work will take place. This area includes six indigenous Guarani territories, fifty Quechua communities, eleven municipalities and manage the societal approach with a higher degree of professionalism.

In 2013, impact assessments were notably conducted in Ugandatwo parks (one national and the Democratic Republicother regional). This study will make it possible to launch a dialogue with all these new stakeholders at an early stage of Congo.activities. To undertake this action, the subsidiary’s societal team is growing stronger, in particular by recruiting new CLOs.

7.3.3.2.Avoid, reduce, compensate: impact studies

In Exploration & Production, impact studies are carried out before any operation in accordance with TOTAL’s standards. In 2014, such studies were conducted or launched, for example in Mauritania (prior to the drilling of a deep offshore exploration well), in Myanmar (new deep offshore exploration block) and in Uganda. For the Group’s other activities, impact studies are conducted on acase-by-case basis.

Within the context of the eleven new offshore exploration blocks acquired in Brazil, the terms of reference of the impact studies are currently being defined.

2014 Form 20-F TOTAL S.A.71


Item 4 - C. Other Matters

As part of the redevelopment of offshore production at the Bul Hanine and Al Khalij fields in Qatar, thestate-owned company Qatar Petroleum has asked TOTAL to conduct impact studies.

In the Democratic Republic of the Congo (DRC), Total E&P CongoRDC became an operator in Block III in Lake Albert.of the Graben Albertine. TOTAL made the commitment not to carry out any exploration activity in the Virunga national park, partly located in Block III. WithIn agreement with the consent of thenational Congolese national authorities and in compliance with the Group’s own internal rules, an Environmentala human rights and conflict probability assessment was conducted in 2013 and 2014 by the International Alert NGO, specialized in conflict-related studies. This assessment was carried out in parallel with the environmental and social impact assessment (ESIA)study, which was conducted from September 2012 to June 2013 withand involved two visits to the block. About 170 stakeholdersThe results of this study were consulted. Two days were devoted to reporting the assessment findings, on the spot,made public to the stakeholders. A formal presentation followed by a discussion and a question-answer session was organized forrepresentatives of the local population, the local authorities and regional administrative authorities. One day was also organized for the stakeholders, who were invitedNGOs in October 2014. TOTAL has committed to review the assessment findings and to discuss with TOTAL’s management and technical team.applying its recommendations.

In Uganda, Total E&P Uganda operatesis in certain blocks in partnership with the companies Tullow and CNOOC.particular operator of Block EA1. According to Ugandan law, TOTAL is not required to carry out anyan impact assessment until the government has approved the project. However, given the need to gather and integrate a wealth of information about the societal context and potential impacts on the communities, Total E&P Uganda chose to engagehas asked a team of international and national experts to conductperform a “social screening”. About twenty communities were consulted using recognized methods including interviews, focus groups, inventorynumber of communities and direct observation on the field.social screening studies. The results of the social screeningthese studies led to significant changes in the project to avoid andor minimize the impact on the communities living close to future facilities. The specifications for the environmental and social impact study for the Buliisa development project have written. TOTAL has been working together with the international organization SNV since 2012 to develop agricultural diagnostics based on a methodology developed by French agricultural engineers (AgroParisTech). The study consists of a qualitative and quantitative analysis of the most important agricultural value chains present in the area covered by the exploration block (maize, cassava, rice, honey, vegetables and dairy products). The aim is to provide support for the existing agricultural systems and help accelerate development by making it easier for traditional rural communities to gain access to major national buyers (tools, training and contact platform, purchasing center, storage sites).

In Nigeria, research has been entrustedcommissioned since 2008 to ESSEC/IRENE (Advancedthe Advanced High School of Economic and Commercial Sciences/Institute for Research and Education in Negotiation in Europe)Europe (ESSEC/IRENE) on the impact of oil production activities on people living in the Niger Delta, withand involving field surveys and interviews with 2,000 peoplethe concerned populations (Onelga and Eastern Obolo). The aim of this research is, has been finalized and consolidated. Two surveys conducted in 2008 and 2012 have made it possible to determine a set of impact indicators capable of measuring the direct effectperform better assessments of the Group’s activities onarea and monitor the living conditionsevolution of the impacted populations. The results are expected to be consolidated in 2014 and will serve as a basis for a study involving the creation of simplified indicators for other subsidiaries.indicators.

In addition, the Group regularly calls onuses CDA, an independent,non-profit organization, to assess the impact of its operations and socioeconomic programs in host countries. For example, CDA has undertaken several assignmentsconducted an evaluation mission in Myanmar in recent years, the reports of whichNovember 2014. The corresponding results are available online on the organization’s website.

ii. Road safety awareness initiativesFinally, the Management Operational Societal Tool (MOST), originally introduced in Africa: Over2011 to assist in the years,management of local development projects by subsidiaries, has expanded in scope. The tool is now deployed in sixteen sites in thirteen countries and is used to manage other aspects of societal projects: relations with stakeholders (contacts, events, issues), site-related grievances, land acquisitions, compensation relating to the GroupGroup’s industrial activity, temporary employment during seismic survey campaigns.

The use of this tool forms part of the process of increasing the professionalism of local teams and introducing better structured reporting to serve as a basis for the analysis of societal performance.

7.3.3.3.Handling grievances from local communities

In Exploration & Production, subsidiaries are progressively setting up grievance mechanisms for local communities impacted by industrial projects. Inspired by the United Nations Guiding Principles on Business & Human Rights, a guide covering this procedure for the handling of grievances was drawn up and published in August 2013. This procedure is an integral part of the societal management plan and represents a concrete expression of the first requirement of the Group’s societal directive. For example, a dedicated mechanism for the handling of grievances was introduced in Uruguay as part of stakeholder communications as early as the seismic campaign (exploration phase). This plan, which was drawn up by the subsidiary’s societal team, is supported by the presence in the field of a CLO who is a member of the local community. Similarly, in Uganda, dedicated grievance handling mechanisms based on the local presence of CLOs have been prepared or existing plans have been updated as part of the overall societal management plan.

In 2012, IPIECA, working in combination with the Triple Alliance agency, launched seven pilot projects to improve the management of the processes used to gather and handle grievances. Total E&P Congo was chosen to participate in one of these pilot studies. This process is consistent with a desire to enhance the dialogue between Total E&P Congo and the Djeno community, in order to avert societal risks and foster the proactive and responsible management of the subsidiary’s operations. Following various missions undertaken by Triple Alliance in 2012 and 2013, Total E&P Congo has developed a major projectnew procedure for gathering and handling grievances and this was introduced in 2014.

In 2014, Marketing & Services published a brochure designed to raise road safety awareness among all categories of road users. Given its distribution activity on the African continent, the Africa/Middle East division is particularly sensitive to these issues. It deployed a road transport improvement program, PATROM, which it has continued to develop over the years.

In 2013, the Africa/Middle East division launched a large number of transporter assessments, carried out by transport professionals,grievance management issues in order to checkallow the segment’s subsidiaries and operating sites to get familiar with this subject and introduce systems for the handling of grievances separate from those used to deal with commercial complaints. This mechanism is currently being tested in a number of subsidiaries. It should encourage the rapid expansion of this good practice through the adaptation of the existing procedures.

7.3.3.4.Managing impacts: road safety, a priority

As a key element of safety management, road safety is one of the Group’s main societal priorities.

Consequently, TOTAL launched a sweeping inspection program for its transporters in Africa and the Middle East in 2012. This improvement program goes beyond merely auditing, in that the transporters are assisted in improving their transport management systems in order to achieve compliance with the safety requirements set out by TOTAL. In order to ensure objectivity, this initiative benefits from the support of independent transport experts.

These inspections are based on four interdependent audit items: driver training, the technical standards met by the vehicle fleets, itinerary management, and the existence of a management system. They enable a dialogue to be started with the transporters and lead to an assessment which, if necessary, is followed up by an improvement plan. In such cases, a follow-up inspection performed the following year enables the validation of the improvements made. Alternatively, if the requested progress has not been achieved, these companies: 273inspections may result in the termination

72TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

of the contract. More than 90% of the transporters contracted to the subsidiaries of Marketing & Services in Africa — Middle East were inspected between December 2012 and October 2014. 70% obtained a rating complying with TOTAL’s standards and requirements. The contracts of those who did not meet the expected standards within six months were terminated. Thus, at end 2014, 28% of the contracts of inspected transporters were auditedterminated (i.e. 90 out of 326). Some rare exceptions were granted a derogation to be reinspected.

In 2014, 66 initial and 101 follow-up inspections were performed. Even at year-endthis stage in the project, it has already been possible to note a fall in the number of accidents, the optimization of truck rotation, and improved profitability which has allowed transporters to modernize their fleets. This approach has made it possible to gather the best available practices and has led to the production of a booklet intended for all transporters.

As of 2013, the Africa-Middle East division has implemented a light vehicles policy which represented 73%has been deployed in all the subsidiaries of the area’s transporters. In addition to these audits, five regional agreements were signed among allregion. It sets out the transporters to strengthen the sharing of experience, dialogue and best practices. Such actions broaden those carried outrequirements for vehicles owned or hired by the subsidiariesGroup entities. This policy introduces or serves as a reminder of safety regulations, including the need to use suitable, roadworthy vehicles, improvements of drivers’ skills and behavior, the analysis of traffic risks, itinerary management and the feedback of information about events and dangerous situations. Various criteria (ABS, age and mileage, airbag, safety belts, onboard computers, etc.) have been identified to enable the monitoring of the conscientious application of these rules. The result has been the early renewal of the vehicle fleet to ensure compliance. Almost all of the vehicles now comply with local authoritiesrequirements. In order to enhance transport safety and driver training.

At the same time, the Group continues to partnerensure these rules are effectively complied with, the World Bank, withinprocedure provides for preventive driving training every two years and annual awareness-raising sessions at which drivers can share their experiences. The analysis of traffic risks, together with the frameworkevents and dangerous situations reported by drivers, are key elements in evaluating driving practices and ensuring the continuous improvement of the procedure.

In line with the United Nations resolution on the decade of action for road safety. NGOs in Kenya, Uganda and Cameroon have been createdsafety, TOTAL has signed a partnership with the World Bank relating to bring the stakeholders together. This collaboration, called ARSCI (Africanintroduction of the African Road Safety Corridors Initiatives)Initiative (ARSCI), a scheme intended to improve road safety and reduce accidents and the number of victims on two cross-border road corridors characterized by particularly high fatality levels. Bringing together a number of private and public partners, collaboration within the ARSCI project has helped shareto identify the northern corridor (linking Mombasa to Kampala) and stepthe central corridor (between N’Djamena and Douala).

In 2012, to help mobilize the public and private sectors as well as the associations that are active in the field, TOTAL set up societalan independent organization known as Safe Way Right Way (SWRW). It aims at uniting and mobilizing partners in order to raise funds and implement actions aimed at reducingand awareness campaigns in cooperation with the authorities, all of this with a view to improving regulations and their implementation. Through SWRW, TOTAL is working together with partners in Kenya, Cameroon and Uganda to encourage the development of road accidents, consideredsafety initiatives. In 2014, awareness campaigns were organized in Kenya as part of the road safety week and a special day dedicated to be a major public health problem.

Studies conductedthe commemoration of victims of road accidents. In Cameroon, nearly 100,000 people were made aware of traffic risks via the safety caravan. Further activities have also been undertaken in partnership with universities have drawn uppolice forces: in Kenya, a benchmark study has made it possible to identify 160 accident black spots together with the reasons that make them so dangerous. The resulting map, which has been

provided to the Ministry of these roadsTransport and identify risk areasInfrastructure, should lead to target priority actions. Using this information displayedmeasures such as the installation of road signs. It has also been made publicly available on the onboard computers of trucks, drivers can take extra care when they cross these identified points and appropriate road signs can also be installed. Awareness-raising caravans were also organizedSWRW website. Also in cooperation with the police, duringa speed reduction campaign in Uganda has led to the donation of speed cameras accompanied by training events and activities designed to make users aware of road hazards.

To be as effective as possible in the deployment of its programs, TOTAL is inspired by the partnership-oriented approach adopted by the Global Road Safety Partnership (GRSP) of which it has been a member since 1999. This public-private partnership has the aim of improving road safety. Launched in 2005, the Global Road Safety Initiative (GRSI), funded by five members of the GRSP including TOTAL, focuses on the development of pilot projects which are based on a model and methodology developed by the GRSP with the objective of being replicable across the regions in question. This is the case of the “Safe to school — Safe to home” project which was developed in partnership with the local authorities in Mohammedia in Morocco as well as in Lusaka in Zambia. Thanks to a study and a number of workshops, it has been possible, in particular, to identify risk areas and then run awareness campaigns to make the journey between home and school safer. Again within the framework of the GRSI, two seminars organized in South Africa and the Philippines on the subject “safer cities for children” have provided a forum in which to share concrete experiences and discuss good practices.

The “road safety cube”: a tool for raising awareness among children

The “safety cube”, a distinctive large box housing play-oriented teaching equipment, is a method of spreading the road safety weekawareness and training campaign to schools. The safety cube is installed by the Group’s subsidiaries in the Africa — Middle East region in partnership with Education and Transport ministries and local NGOs and its deployment owes much to the considerable efforts made by employees. In the region, the program is constantly gaining ground and the number of subsidiaries that have contributed a cube has now reached thirty (four additional subsidiaries in 2014). Based on these roadsthis success, the cube has now also been welcomed in other countries, in particular in Asia where pilot models have already been installed. This has also encouraged other ambitious initiatives such as the opening, in late 2013, of the Children’s Road Safety Education Center (Senegal) using this cube to inform drivers as well as pedestrians abouttrain the young people of Dakar in the field of road safety by means of a life-size road circuit.

In 2014, nearly 300,000 children were familiarized with the dangers of the road. A number of events were organizedroad thanks to attract a large audience during these operations. Private partners are gradually drawing up common charters guided by principles that they undertake to defendthe “safety cube” and adopt, such as jointother road safety actions for the community, technical standards for vehicles, driver training and exchanges of information.programs.

In its endeavor to sensitize the most vulnerable of populations,France, the Group called uponalso pays considerable attention to the expertiseissue of GRSP (Global Road Safety Program)road safety. In order to raise awareness among young people aged from 15 to 24 years (who are the age group most likely to suffer road accidents), TOTAL has, as of 1995, contributed to the “10 de Conduite Jeune” training operation for young drivers in 2012cooperation with the French national police, Groupama and Renault. Four different routes travel across France every year during the school term in order to launch “safety cubes”, an extensive educational campaign targeting children. This tool, rolled out in schools byraise awareness of the subsidiaries, helpsrisks associated with alcohol, tiredness and dangerous behavior. Thanks to this initiative, more than 10,000 school students learn the rulesaged between 14 and behaviors to adopt to avoid road hazards in a playful18 years benefit from theoretical and educational way. The objective is to reach one million children in three years.practical training every year.

 

 

20132014 Form 20-F TOTAL S.A. 6573


Item 4 - C. Other Matters

 

7.3.4.

Optimizing the Group’s contribution to the socioeconomic development of host communities and countriesCreating local value

While ensuring the competitiveness of operations, the community development approach should give rise to new opportunities, both for the countries in question and to strengthen the positive impact of the operations. Wherever it operates, TOTAL carriesthe Group has a particularspecial responsibility for the socioeconomic development of the communities living nearclose to its facilities.facilities and attempts to make its activities a source of value and opportunities for them.

TOTAL is building a global and integrated local development approach (“In Country Value”) which creates synergies between all thevalue-creating elements for the host country (infrastructures, support for local industries, employment, subcontracting, socioeconomic development projects, education, access to energy, etc.) by highlighting the Group’s industrial know-how. This aimapproach is embodiedreflected in a varietytwo main strategies:

on the one hand, the Group’s commitment to local content and the support for the implementation of ways:socioeconomic programs; and

on the other hand, the implementation of access-to-energy programs.

 

7.3.4.1.

theThe Group’s commitment to local employment (local content);content

educational partnerships for training and education; and

support for the implementation of socioeconomic programs.

i. The preference for local content refers to the awareness of all the local synergies associated with the Group’s operations, with a view to promoting the development of skills and supporting local industry. TOTAL has a long history of commitment to employing local content: In Africa, thepeople, providing training and education, and encouraging local economic development. The Group works particularly in favor ofto promote the development of the industrial fabric and local contentemployment (local production, local personnel in the subsidiaries, pre-qualification of local contractors, development of domestic infrastructures, diversification of the local economy). This is particularly true in Africa due to the Group’s high profile.

The Exploration & Production business segment conducts various actions among its suppliers at local level. Preliminary studies are performed prior to project launch in order to ascertain what resources are available locally (craftsmen, technicians, suppliers) and to identify any gap regarding the content of the project. A range of local actions are then proposed to remedy these gaps. These include communicating the needs of the oil industry, identifying suppliers, and examining the possibility of setting up training activities to assist in the development of local skills. Local initiatives are also undertaken by the subsidiaries.

The methodology in this area was formalized in Exploration & Production in 2014 through a local content roadmap. It highlights four main types of action: publishing industrial/manpower demand, using a unique supplier database per subsidiary, developing a large-scale program for the training of technicians and comprehensively studying industrial development. TOTAL has already participated in the development of the IPIECA “Local content strategy guide” and will help update this document in 2015 in its role as Vice-President of the task force in charge of this work.

For the CLOV project, which started production in 2014, more than ten million hours of work were completed in Angola. Through CLOV, Total E&P Angola has also trained nearly forty students holding an operator’s diploma, who are now working on the FPSOs (floating production, storage and offloading) in Block 17 in Angola. This is the first time in Angola that a project has been conducted with so many local man-hours and with such a high level of production carried out inside the country. The contractual provisions for the Kaombo project plan for the conduct of thirteen and a half million hours of work locally. The local content initiatives launched in 2014 include the development of local suppliers in close collaboration with theCentro de Apoio Empresarial, an Angolan state organization which focuses on the development and monitoring of local businesses (in particular with regard to training).

In Nigeria, over 80% of the subsidiary’s employees are locals and more than 100 new local recruits are expected each year. 28% of the construction work to develop Akpo was entrusted to local contractors, which represents approximately ten million hours worked. The agreement for the Egina project provides for the completion of approximately twenty-one million hours of work locally.

In the Republic of the Congo, Total E&P Congo set up an organization dedicated to the development of local content in 2012. This department’s task is to expand the use of Congolese enterprises, in particular by identifying and assessing local companies likely to become Total E&P Congo’s subcontractors and then by providing them with programs to develop their capacities (e.g., managerial, industrial, HSE, etc.). An in-depth study to identify the potential to increase the local content in Total E&P Congo revealed the business areas where this potential was the highest. To strengthen local capacities in these key areas, the Moho North project instituted a mandatory local content plan with respect to its international contractors, cascaded down to lower-level local contractors.

In South Africa, the Marketing & Services subsidiary provided its knowledge of the African market to the Petrotank company (a supplier of tanks for storing hydrocarbons in service stations) in order to help it set up a factory. It also assisted in the formalities and meetings necessary for the creation of this facility. Opened in 2013, the production plant now employs approximately fifty locally recruited workers. The possibility of opening further sites is being studied.

In Kenya, Prosel (a company specializing in the design and manufacture of illuminated signs) has been working with TOTAL since 1991 and is currently assisting the Group in a restyling project for its service stations which is intended to improve their integration with the environment. This small company has been able to grow over the years to take on an international dimension thanks to the experience acquired as a supplier to the Group.

 

In Angola, more than 3 million hours of work have been completed locally 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, slated to start production in 2014, more than 10 million hours of work have been completed in Angola. Through CLOV, Total E&P Angola has also trained nearly forty students holding an operator’s diploma, who are now working in the FPSOs in Block 17 in Angola. This is the first time in Angola that a project is conducted with so many local man-hours and with such a high level of production carried out inside the country.

The “Young Dealers” program for skills development

In Nigeria, over 80% of the subsidiary’s employees are locals and more than 100 new local recruits are expected each year. Twenty-eight percent of the construction work to develop Akpo was entrusted to local contractors, which represents approximately 10 million hours worked. For the Egina project, the goal is to complete about 21 million hours of work locally.

In the Congo, Total E&P Congo set up an organization in 2012 dedicated to the development of local content. This department’s task is to expand the use of Congolese enterprises, notably by identifying and assessing local companies likely to become Total E&P Congo’s subcontractors and then by providing them programs to develop their capacities (e.g., managerial, industrial, HSE). An in-depth study to identify the potential to increase the local content in Total E&P Congo revealed business areas where this potential was the highest. To strengthen local capacities in these key areas, the Moho North project instituted a mandatory local content plan with respect to its international contractors, cascaded down to lower-level local contractors. Due to these joint efforts, Total E&P Congo has set the objective of increasing the local content level of its purchasing from its current 22% to 32% by 2022.

For several years, the Marketing & Services segment has organized the “Young Dealers” program in Africa/Africa and the Middle East, aimed at

promoting young service station employees who have business and managerial skills. The aim is to help employees with potential to eventually become a service station manager. DueThanks to this program, young people unable to provide a guarantee can benefit from a financial loan along with training and substantial technical assistance. A number of them thus have the opportunity to create and succeed in their own business activity in the distribution of petroleum products. With this management mode, the Group develops skills and boosts the motivation of its service station employees. Out of the 3,500approximately 5,000 service stations in Africa/Middle East, 1,3001,374 are managed by young dealers, that is, 29%i.e., 28% of TOTAL’s network.

Launched in 2014, the Young Graduate Program is intended for young graduates from the countries of Africa or the Middle East who have graduated following five years of higher education and have at least one year of professional experience. Initially employed locally on a six-month contract, these young people undergo an assessment half-way through their period of employment. If this is satisfactory, they are then able to sign a twelve-month contract with another subsidiary in the region.

TOTAL’s activities generate hundredsFollowing this period of thousandsinternational experience, the young people may again be recruited by the subsidiary in their country of directorigin. This innovative career trajectory exposes them to a different environment at a very early stage, enhances their skills and indirect jobs worldwide. The Group’s purchasing activities alone represented about31 billion worldwide in 2013. This presents numerous challengesmakes it easier to recruit young people with regard to TOTAL’s impact on the environment, society and community development, all of which the Group takes into account in its relationships with suppliers (see“— Fair operating practices — Contractors and suppliers”, below).high potential.

 

74TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

7.3.4.2.Supporting small and medium-size enterprises and regional development in France

A major component: developing the regional economic fabric in France

Since the 2000s, the participation of local service providers in industrial projects in France has steadily increased. In addition to the jobs generated by its activities, the Group, as a responsible company, supports small and medium-sizedmedium-size enterprises (SME) in France, particularly through “TotalTotal Développement Régional”gional (TDR). The aim of this structure is to promote the creation of SMEs with a view to developing the local economic fabric.

TDR has set up a program to pre-qualify and certify French small and medium-sizedmedium-size companies, in line with the standards required by the Group, in order to work with more local suppliers. TDR can also support planned employment area regeneration schemes alongside the redeployment of the Group’s activities, as illustrated by the reconversion of the Lacq industrial basin. This support, which represents a major element in TOTAL’s commitment to its industrial and economic responsibilities, takes a number of different forms: financial assistance for business creation; takeover and development of SMEs; assistance in regeneration projects conducted in collaboration with local development bodies; assistance in the development of export activities and international trade; help for innovative SMEs. In the last three years, TDR has provided12.5 million in financial assistance for 386 SMEs, supporting 6,964 jobs.

Regional development around the Refining & Chemicals platform in Normandy

TheAnother example of regional development in France is provided by the Normandy platform. In the context of investments (exceeding1 billion) aimed at adapting the production facility to market demand and future environmental requirements by improving the energy efficiency, safety and reliability of the facilities, theTotal Emploi Local (Total Local Employment) initiative has been implemented in order to promote the development of local employment by training and professionalizing unqualified people or job-seekers and enabling local companies to work on the Normandy platform with the following aims, in the context of major investments (exceeding1 billion, aimed at adapting the production facility to market demand and future environmental requirements by improving energy efficiency, safety and reliability):TOTAL projects.

promote the development of local content by training and professionalizing unqualified people or job-seekers; and

enable local companies to work on TOTAL projects.

TOTAL has thus initiated a partnership approach with all the economic, employment and training, and inspection stakeholders. This innovative initiative has proved to be very encouraging, with nearly 1,200 jobs created in the Le Havre region, more than half underopen-ended contracts. Local companies have recruited qualified staff and can thus meet the needs of future projects in the region. Local players in integration, employment and training are equipped with tools and a methodology to anticipate future recruitment and training requirements. Candidates can showcase their aptitudes to future recruiters with their skills passport. TOTAL“skills passport”. The Group has thus successfully completed its major projects by entrusting 70% of the services to local companies. This initiative has moreover achieved sustainability,also proved to be sustainable, with Le Havre Chamber of Commerce and Industry taking oversteering this project, renamed “Compécompétencestotalement estuaire”estuaires, as of 2014.

7.3.4.3.Accompanying the industrial restructuring

A voluntary local presence convention was signed following the shutdown of operations at the Dunkirk refinery in 2011, a testimony of TOTAL’s commitment in the management of the end of its operations. Indeed, by signing this convention in 2011 with the French State and the Dunkirk urban community, TOTAL committed to maintaining and creating jobs in the area. A200 million global budget was allotted to this project. Dedicated funds have enabled the Group to provide financial assistance to various companies to set up a local presence. The refinery has

since been converted into a storage unit and training center for oil and petrochemical technical professions (Oleum) benefiting from the former refinery’s technical installations. Training sessions are provided both for Group and outside companies’ employees. The life-size training facilities were officially inaugurated in 2014 in the presence of a delegation from the Côte d’Opale Chamber of commerce and industry (CCI). The proven attraction of this training center, which specializes in the areas of industrial maintenance and safety, will make it possible to strengthen the Group’s links with the region.

On the site of the Flanders facility, two industrial projects are ongoing: the construction of a dietary phosphate production plant in 2017 (Ecophos) and the construction of a pilot biodiesel and biokerosene production plant in which the Group has a stake (BioTfuel). The remaining activities of the Flanders facility currently represent 260 positions and 130 subcontracting jobs. Other projects are being studied to continue to develop subcontracting activities.

Likewise, a development project was officially launched for Carling in 2014. The aim of this project is to adapt the platform to ensure its future by restoring its competitiveness. TOTAL plans to invest160 million in Carling by 2016 to develop new activities on the growing markets of hydrocarbon resins (Cray Valley) and polymers, while shutting down the steam cracker in the second half of 2015, as it is generating heavy losses. TOTAL has committed to implement this industrial conversion without terminating any employees. TOTAL will fulfill all of its contracts with its clients and will assist its partner companies concerned by the site’s evolution, in particular by setting up a support fund. Furthermore, TOTAL commits to increasing the industrial platform’s attractiveness by developing a shared services offer, the aim of which is to support the implantation of new economic stakeholders in the area. TOTAL thus confirms its responsibility towards the employment areas in which the Group operates as well as its commitment to maintain a strong and sustainable industrial presence in the Lorraine region. A framework agreement signed in early 2015 between the Chairman of the Lorraine region and TOTAL aims to leverage the Group’s expertise and financial means in order to develop the area’s industrial fabric.

7.3.4.4.Acting as a partner for human, social and economic development

TOTAL’s contribution to the socioeconomic and human development of the countries where the Group operates is reflected in its involvement in local development programs.

Expenditure by the Group companies in the societal area has increased regularly over the last few years:316 million in 2012 and357 million in 2013. In 2014,459 million was spent on societal projects. Half of this amount corresponds to expenses which have not been managed by the Group, in Nigeria (Niger Delta Development Committee) and the Republic of the Congo (Provisions d’Investissements Diversifiés).

Approximately 90% of expenditure for societal projects goes to countries outside the OECD. In 2014, approximately 3,470 societal actions were identified, spread evenly among the business segments (Upstream, Refining & Chemicals and Marketing & Services).

These programs support or serve local populations by contributing to their cultural, socioeconomic and human development. These are usually communities that are directly impacted by the Group’s presence or activities. These programs fall into three main categories: local economic development, human and social development, and citizenship.

 

 

662014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 201375


Item 4 - C. Other Matters

 

TDR can also support planned employment area regeneration schemes alongsideTOTAL is committed to moving away from a purely donation-based model to a partnership model. This commitment is reflected in long-term partnerships in the redeploymentcountries where the Group operates. Built on attentive listening, constructive dialogue and the firm determination to forge relationships of trust with the stakeholders, these partnerships with local institutions and organizations guarantee the long-term success of the Group’s activities, as illustrated byprojects.

In all its actions, TOTAL is cautious not to take the reconversionplace of the Lacqlocal authorities. TOTAL teams up with NGOs specializing in social action, which have a solid field experience. They help the Group increase the effectiveness of the socioeconomic development programs it supports, in particular by encouraging it to take account of the entire life cycle of its programs.

In the Republic of the Congo, in order to support the diversification of local economies, TOTAL has bolstered its commitment to the Pointe-Noire industrial basin.association (APNI), a platform launched in 2000 to develop small and medium-size companies. APNI offers the services of an Approved Management Center (CGA), which helps SMEs with their fiscal monitoring and accounting tasks. APNI also provides a market observatory with theme-based conferences (e.g., SMEs and banking, Being a young entrepreneur, Business and energy, etc.). More than ten years after APNI was created, the Congolese State has identified the association as a stand-out organization for the emergence of a network of viable medium-size, small and very small companies in the Republic of the Congo. APNI is now extending its activities beyond Pointe Noire with offices in Brazzaville, Dolisie and Ouesso.

The support provided forms a major component ofIn the health-related field, TOTAL’s economicExploration & Production and industrial policy and takesMarketing & Services subsidiaries in Nigeria worked together in Lagos during the World Malaria Day in April 2014. To contribute to this event, the subsidiaries conducted a number of forms:different activities: free diagnosis and medical treatment for residents testing positive for malaria, preventive care for pregnant women, as well as the distribution of mosquito nets and the conduct of awareness campaigns addressed to all sectors of the community (displays on buses, handout of leaflets and T-shirts, discussion groups, artistic presentations).

In Angola, TOTAL finances the skills development program for women in Porto Amboim in order to stimulate entrepreneurship. This action forms part of a partnership between TOTAL, the World Vision NGO, the Angolan women’s enterprise federation (FMEA) and a local bank.

In the Democratic Republic of the Congo, the local subsidiary is working together with two local NGOs and the provincial State institute for livestock breeding and agricultural production in order to survey the current situation of agriculture and livestock breeding in the area covered by future operations. This evaluation will contribute to the definition of a strategy to support the local economy based on a participative, community-oriented approach for the three years scheduled for the operating phase.

 

Support for the development of local populations in Myanmar

A microfinancing program (Yadana Suboo) launched in 1997 for the population living near the gas pipeline was restructured in 2006 with the aid of an international NGO specializing in microfinance, Entrepreneurs du Monde, in order to increase the efficiency of the program and boost the likelihood of it functioning on a self-supporting basis in the future. The NGO first performed two field surveys. Village Banking Committees were set up and consist of trained volunteers. An initiative has been introduced in order to make the program independent of TOTAL and transform it into a microfinance organization. Yadana Suboo received accreditation at the end of 2014.

7.3.4.5.

financial backing for the creation, buy-out and expansion of SMEs, and support for regeneration along with local development players;

support for export and international expansion; and

aid for innovative SMEs.

The key to progress: education

Among the various avenues of development supported by the Group, education is a key priority. Through its actions, the Group contributes to the development of the human capital in its host countries through the creation of shared value: value for the host countries by helping them improve the skill levels of their young people; value for TOTAL by training the future employees that the industry will need in the years to come.

TOTAL’s contributions to education are intentionally framed within existing systems, adapted to local realities and always undertaken in the form of partnerships. In the last three years, TDR has provided12.5 million in financial assistanceaddition to support for 386 SMEs, supporting 6,964 jobs.primary and secondary education, this commitment is expressed through four major international programs: scholarships; partnerships with universities; teaching and research chairs; professional training.

More than 10,000 scholarships, of which 150 are international

ii. Educational partnerships:TOTAL promotes the internationalization of its management and therefore encourages the recruitment of local personnel and their access to positions of responsibility, particularly within their local subsidiaries. As part of its social programs,To achieve this, the Group therefore offers local and international scholarships prior to create skilled local workforces for future hiring. Thousandsrecruitment as part of its societal programs. Thus, more than 10,000 students every year are thus given the opportunitychance to pursuecontinue their studies in their country of origin or atin the world’s leading universities. Since 2004, TOTAL’s international scholarship program has also enabled over 7001,000 students from thirty countries to study in France for qualifications (bachelor’s degrees, engineering and master’s degrees, MBAs and doctorates).

Moreover, in JulyIn 2012, TOTAL signed a partnership agreement with the French Foreign Ministry as part of the program for co-funding international grants known as “Quai d’Orsay — Entreprises”, in addition to the existing partnership. The master-level courses in French universities are open to students from sixten countries.

WithIn Nigeria, a number of scholarship programs have been set up by Total E&P Nigeria in order to improve access to education. These programs are the result of agreements signed between Total E&P Nigeria and the communities of the states of Rivers and Akwa-Ibom and provide for the funding of nearly 6,500 scholarships during the current period(2012-2016): 3,577 primary school scholarships; 2,685 secondary school scholarships; 238 for local students and 60 international higher education grants. Furthermore, as part of the so-called annual “National merit grants”, Total E&P Nigeria funded approximately 2,680 university scholarships for the academic year 2013-2014 throughout all the regions of the country.

More than sixty university partnerships

In many African countries, businesses want to be able to recruit qualified local staff. TOTAL has decided to contribute to the attractions of the continent’s universities by making its own technical and scientific expertise available to them. Fifteen framework agreement have been signed with the continent’s leading higher education establishments such as 2IE in Burkina Faso or Wits University in South Africa.

Partnerships have also been concluded with Oil and Gas Institutes as well as with science faculties in a number of countries: IST-AC (Republic of the Congo/Cameroon), Institut du pétrole et du gaz (Gabon), University of Port-Harcourt (Nigeria), University of Agostinho Neto (Angola), University of Makerere (Uganda).

76TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

The partnership with the Ucac-Icam Institute (formerly ISTAC) started in 2002. Every year, this allows four Congolese students to benefit from a TOTAL scholarship. Since the start of the partnership, twenty-two graduates of this scheme have been employed by TOTAL E&P Congo.

In Gabon, the Institut du pétrole et du gaz (IPG) has been training engineers through its “Petroleum engineering” masters since January 2014. Lasting for sixteen months, the training aims to allow Gabon’s engineers to qualify for responsible positions in the oil companies that operate in the country.

The University partnership program launched in Africa in 2010 has been extended to all of Europe, Asia and the Middle East and now includes more than sixty establishments. Apart from their societal aspects, these partnerships aim to hone the talents required to achieve the Group’s international ambitions.

In France, with the support fromof other major groups,large companies, TOTAL, Paris TechParisTech and the École polytechniquePolytechnique introduced the Renewable Energy Science and Technology Master II postgraduate degree program in the fall of 2011. FortyAt the start of the 2014 academic year, fifty students from eighteentwenty different countries had enrolled for this program in the fall of 2013.program.

Thirty-five teaching and research chairs

TOTAL is particularly active in supporting research chairs in thirty-five establishments, halfestablishments. The most recent of which are in France. One of the latest examples is the “Enterprise Architecture” chair atthese were organized with the École Centrale de Lille.Lille in the field of Enterprise Architecture and with the École Centrale de Paris focusing on Purchasing of Complex Industrial Projects.

AnotherSimilarly, the Group is the driving force behind a number of the Group’s flagship initiatives in favor of education wassuch as the fourth TotalTOTAL Energy and Education Seminar which tooktakes place in Paris. This seminar is organizedParis every eighteen months and brings together nearly 100 academics fromsome hundred professors representing more than forty countries. TheAt the fifth of these meetings, academics, and TOTAL managers and external experts discussdiscussed issues such as the future of energy, climate change, relationships between universities and businesses, and the impact of globalization on education and human resourcesHuman Resources management.

The eighth Total Summer School Finally, the ninth TOTAL summer school took place in Paris in July 2013, welcoming more than 1002014. This welcomed over a hundred students from thirty countries who came to debatediscuss the challenges facing the energy challenges.sector.

Fifty professional training programs (from school-leaving to professional masters level)

TOTAL helps professionals in the countries in which it is active move forward in their careers. Training programs adapted to the needs of each country are organized in cooperation with local actors and allow trainees to obtain diplomas and recognized professional qualifications. The university partnership program launched in Africa in 2010 has been extendedGroup’s entities have consequently introduced a large number of training schemes adapted to all of Europe, Asia and Middle East. Onlymeet the Americas are yet to be covered. Apart from their societal aspects, these partnerships, more than 50 in number at the moment, aim to hone the talents required to achieve the Group’s international ambitions.specific local context.

In Africa, the Group continues to support the pilot secondary education programs launched in 2008 in the Eiffel (Angola) and

Victor Augagneur (Congo)(Republic of the Congo) high schools to provide free, world-class education in regions where educational opportunities are still limited. In Angola in 2014, TOTAL alsohelped fund the operating costs of the four Eiffel high schools which have produced nearly 400 graduates since 2011, in addition to the thirty-three scholarships awarded by the subsidiary, twenty-two of which have been for universities in Angola, eight for universities in France (St Quentin and St Nazaire technical universities) and three in Burkina Faso. In

the Republic of the Congo, the “intensive classes” project at Victor Augagneur high school, which was launched in 2009, has already helped 300 students, including twenty-five holders of TOTAL post-school scholarships.

In Gabon, TOTAL funds the development of preparatory courses for prestigious universities at the Léon Mba high schoolschool.

In Senegal, a professional management degree was set up in Gabon. In the field2013 as part of higher education, TOTAL has entered into partnershipsa partnership with the oil institutesCentre africain pour les études supérieures en gestion (CESAG, African center for higher management studies) and science faculties in several countries: IST-AC (Congo/Cameroon), Institut du Pétrole et du Gaz (Gabon), Universitybenefiting from the support of Port Harcourt (Nigeria).

iii. SupportingTotal Senegal. The aim of the implementation of socioeconomic programs: TOTAL’s contributiondegree is to consolidate existing skills and provide graduate-level training to the socioeconomicyoung managers of service stations and human developmentother professionals. Open to everyone, this degree is designed to be obtained while pursuing a professional career. This recognized diploma allows students to build on the skills acquired in other companies and responds to the need to encourage the emergence of new talent, stimulate enterprise creation and, ultimately, develop the local economic fabric. The first year proved to be a success, with all those enrolled for the initiative moving on to the second year of the countries wherecourse. Twenty-nine service station managers are enrolled to continue their course this year. The long-term aim is to attract all types of profile to take advantage of this training.

In Myanmar, the Group operates is reflected in its involvement in local development programs.subsidiary supports young people who want to complete their secondary education and go to university. To this end, a team of six teachers work with between sixty and seventy students every year and enter them for their examinations. In addition, Total E&P Myanmar awards between five and ten scholarships every year to enable young people to receive financial support throughout their period of school education.

The Group’s expenditure on community development has increased regularly over the last three years:305 million in 2011,316 million in 2012, and357 million in 2013. About 90% of the expenditure on community development is made outside OECD countries. In 2013, around 3,400 community development actions were identified, spread evenly among the business segments (Upstream, Refining & Chemicals and Marketing & Services).

These programs support or serve local communitiesare complemented by contributing to their cultural, socioeconomic and human development. These communities are usually impactedan original internal mechanism known as “Total associate teachers” (Total professeurs associés). This is a non-profit association run by the Group’s presencecurrent or activities. These programs fall into three main categories: good citizenship, humanretired employees who teach courses free of charge in schools and social development,universities. 293 teachers give technical and local economic development.

The importance of partnershipsnon-technical courses and lectures in oil-related fields. Since 2001, more than 155,000 students throughout the world have benefited from this expertise.

TOTAL’s approach is moving away from a purely donation-based model to a partnership model. Its commitment should be reflected in long-term partnerships in all the countries where the Group operates. Built on attentive listening, constructive dialogue and the firm determination to forge relationships of trust with the stakeholders, these partnerships with local institutions and organizations guarantee the long-term success of the projects. One of the eight indicators selected by the Group for monitoring its community development performance is therefore the number of actions carried out in partnership.

TOTAL takes care not to substitute the local authorities in all its actions. In this regard, TOTAL teams up with NGOs specializing in social action, which have a solid field experience. These organizations help the Group increase the effectiveness of the socioeconomic 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.

In Congo, a 2-year partnership agreement was signed in June 2012 with the Fishing and Aquaculture Ministry and the association Renatura to launch the “Fishing Practices Support Program in Congo”. The objectives are to support those involved in fishing, apply regulations in force, suggest alternatives in terms of fishing practices likely to minimize marine turtle by-catch and ensure a better regeneration of fisheries resources.

Moreover, 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 developing small and medium-sized companies. APNI offers the services of an Approved Management Center (CGA), which helps SMEs with fiscal monitoring and account keeping. APNI also provides a Market observatory with theme-based conferences (e.g., SMEs and banking, Being a young entrepreneur, Business and energy).

2013 Form 20-F TOTAL S.A.67


Item 4 - Other Matters

In Nigeria, TOTAL is committed to foster the local economic development of the Egi region, in the heart of the Niger Delta where it has been operating since 1964. In partnership with local communities, TOTAL has set up the Small & Medium Enterprises-Development Network (SME-DN), a training center that aims to stimulate and sustain entrepreneurship in the region. In 2011, TOTAL sought the technical assistance of the European Institute for Economic Development (IECD) requesting it to implement its methodology of supporting small businesses within SME-DN. Since 2011,SME-DN has hosted three courses, training a total of seventy-seven entrepreneurs in the Egi region. The results are positive: six months after the training, the entrepreneurs increased their turnover (+25% on average), thereby improving their standards of living.

 

7.3.4.6.

TheFacilitating access to energy program

For more than ten years, certain 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 power grid, thanks to photovoltaic solutions. 25,000 households have been electrified in South Africa using photovoltaic kits, plus a further 25,000 in Morocco;

aid for LPG supplies through the Shesha program in South Africa, in which gas cylinders are sold to the residents of townships in order to improve their security and health; and

the use of associated gases to produce electricity in certain countries where TOTAL’s Exploration & Production has operations: 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;

aid for LPG supplies through the Shesha program in South Africa, in which gas cylinders are sold to the residents of townships in order to improve their security and health; and

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 caters to almost 100,000 people. In Yemen, a project was carried out in cooperation with the state-owned electricity company to supply electricity generated using associated gas to neighboring communities (approximately 500,000 people served). In 2013, a study was conducted to assess the possibility of increasing the capacity. In the Republic of the

2014 Form 20-F TOTAL S.A.77


Item 4 - C. Other Matters

Congo, TOTAL contributed to the funding of the extension of the electricity network in certain districts of Pointe Noire, supplying electric power to aboutapproximately 10,000 people.

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.

To improve its societal performance and structure its approach, TOTAL aims to develop programsmodels that are both profitable and sustainable. For this reason, the Group has developed the “Total Access to Energy”, which proposes program, a source of initiatives for energy solutions adapted to underprivileged populations.populations and whose flagship project is theAwango by Total offer. The Group relies on feedback from experiments conducted in recent years to implementtest these programs in a social business context,new models, with a view to deployingdeveloping sustainable energy access solutions that can be reproduced on a large scale.

As of today, Total Access to Energy covers two areas in line with TOTAL’s core business:

 

7.3.4.7.

Developing the development of photovoltaic solar energy innon-OECD countries (the “AwangoAwango by Total” trademark was launched in 2012); andTotal offer

the fight against fuel poverty in OECD countries (mobility and heating).

i. “Awango by Total” program:This program is in line with a social business strategy:offer forms part of the project’sGroup’s “social business” approach which aims at ensuring the profitability target ensures its sustainability,that brings about long-term viability, while at the same time satisfying certain expectations of host countries, thereby strengthening TOTAL’s presence and making its activities more visible. It also contributes to enablingsimultaneously helping improve access to energy for as many people as possible, ain the host countries. This approach is part of the Group’s mission set by the Group.and both consolidates its presence and enhances its profile.

At the United Nations Rio Conference in June 2012 (“Rio+20”)(Rio+20), TOTAL committed to enabling five million people on low incomes to have access to lighting thanks to reliable photovoltaic products by the end of 2015, while offering a broad selection of services ranging fromsuch as after-sales to optionsand a two-year guarantee for all products, finance solutions and the collectionrecycling of end-of-life products and recycling.products.

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 newitsnew Awango by Total brand to market a range of products and services that meet the lighting and mobile phone charging needs of people without access to electricity.electricity and also enable them to charge small appliances such as mobile phones. By the end of 2013, 460,0002014, approximately 880,000 solar lamps werehad been sold in twenty-three countries since the launch of this brand in twelve countries, including Cameroon, Kenya, Senegal,the brand: Bangladesh, Botswana, Burkina Faso, Cambodia, Cameroon, Democratic Republic of the Congo, Equatorial Guinea, Haiti, Indonesia, Kenya, Lesotho, Malawi, Myanmar, Namibia, Niger, Nigeria, Republic of the Congo, Senegal, South Africa, Swaziland, Tanzania, Uganda Nigeria, Cambodia, Indonesia, Myanmar and Haiti.

Zambia. TheAwango by Total brand offer is expected to be deployed in fiverolled out to fifteen more countries by mid 2014: Tanzania, Zambia,in 2015: Angola, Chad, Côte d’Ivoire, Gabon, Ghana, Guinea, Eritrea, India, Liberia, Madagascar, Mali, Mozambique, Pakistan, Congo,Philippines and Niger. Zimbabwe.

TOTAL sees the development of partnerships as the preferred way of maximizing its commitment to energy access. In 2014, TOTAL and the IFC entered into a three-year partnership to support the Lighting Global program. The main aim of this partnership is to share information about the market, changes in the industry and available products (Lighting Global tests and labels, service life, recycling, etc.). By acting as a facilitator, the IFC will make it possible to develop local partnerships directly with the relevant subsidiaries.

The distribution networks used to market solar solutions are both existing TOTAL networks and so-called “last mile” networks built with local partners with a view to bringing these solutions as close as possible to where people live. This last-mile distribution channel makes it possible to reach populations in isolated areas set apart

from the conventional distribution channels (service stations and LPG networks, lubricants). Reseller networks have been set up in order to provide energy distribution solutions in isolated areas. These resellers, whether or not they are affiliated to the TOTAL network, are trained by the teams at the subsidiaries, sometimes with assistance from our partners. Internally, Young Solar Reseller (YSR) programs have been developed and solar liaison staff have been recruited. In Cameroon, for example, twelve YSRs have been trained and have sold approximately 9,300 lamps in 2014. Externally, partnerships have been concluded with institutional bodies and associations such as Entrepreneurs du Monde or other microfinancing institutes in order to improve the coverage of the network and reach a larger number of people.

In Haiti, Marketing & Services has entered into a partnership with Entrepreneurs du Monde with the aim of reaching the most underprivileged populations by means of the last-mile distribution channel. A social business, Palmis Eneji, has been developed by Entrepreneurs du Monde through the use of microfinance mechanisms. Palmis Eneji orders solar products from TOTAL and sells them to micro-businesses that specialize in energy-related products. For its part, Entrepreneurs du Monde organizes training events for these resellers and also conducts campaigns to raise awareness of the possibilities offered by microfinance. Approximately 7,000 solar lamps have been sold in Haiti since the start of the partnership between TOTAL and Entrepreneurs du Monde.

Sales of solar lamps in Uganda

ii. Fighting fuel povertySince 2013,Awango by Total lamps have been on sale in OECD countries:the Lake Albert region thanks to the activities of some thirty resellers and to partnerships with the local SACCOs (villagers’ associations) and the Caritas Arua NGO. The operational launch of this project is the fruit of close in-the-field collaboration between Exploration & Production and Marketing & Services. The subsidiary Total E&P Uganda has been able to contribute its detailed knowledge of local conditions and the target populations, in particular in the area of Block 1, whereas Marketing & Services has assumed responsibility for handling affairs at national level through the mobilization of its network of service stations.

Total E&P Uganda employs two solar liaison officers (SLO) who coordinate a network of ten solar resellers. The SLOs work in alternation, either being present in the block or working on the solar project. They visit the communities and main cities in five districts in order to recruit and train resellers and monitor their sales results.

Total E&P Uganda also trained ten resellers in the area in which the block is located, five resellers from the finance groups and one NGO. In 2014, some 9,000 households were able to purchase lamps through the last-mile distribution channel.

7.3.4.8.The fight against fuel poverty and for inclusive mobility

The “fuel poverty”poverty and inclusive mobility” project is the Group’s global responsecontribution to the challenge of accessposed by the need for thermal building renovation in order to reduce heating as well ascosts (in France), on the one hand, and by the desire to enhance mobility in Europelow-income households (in France and in emerging countries.countries), on the other. It mayshould be recalled some 15% to 20%noted that seven million people in France encounter mobility-related problems (20% of the population in Europe isworking-age population) and that eleven million are considered “fuel poor”.

In 2013, theto be exposed to fuel poverty issue sparked off a number of exchanges between all the concerned players (public, private, civil society) all over the Europe area. The challenges have been more or less clearly identified depending on the countries and the solutions implemented focus more on heating/housing than on mobility.

In 2013, TOTAL pursued and expanded its “fuel poverty” project launched in 2012 in France. In the “heating/housing” component, the Group continued pilot projects aimed at testing solutions for the fuel poor at all the links in the chain:

With the associations “PIMMS” and “Unis Cité” for identifying those living in fuel poverty through a project in the French Meurthe et Moselle department.

With “Fondation FACE” for identifying and supporting customers using fuel oil for heating, primarily in peri-urban and rural areas in two French pilot departments: Bas-Rhin and Sarthe.

With the association “Parcours Confiance” to test the relevance of housing micro-credit for carrying out thermal renovation.

As part of the “Living Better” public program, the Group has contributed to 20% of thermal renovations in seventeen French departments carried out at the national level for the fuel poor.poverty.

 

 

6878 TOTAL S.A. Form 20-F 20132014


Item 4 - C. Other Matters

The measures undertaken in 2014 in the field of inclusive mobility enabled the pursuit of projects launched in France in 2013. TOTAL and Wimoov (formerly Voiture & Co) set up an inclusive mobility laboratory which unites fifteen actors from the public and private sectors as well as from a range of associations in order to raise public awareness of the issue of access to mobility. The laboratory’s aim is to bring about a more in-depth understanding of this issue and design innovative solutions that are accessible to all. As a result, a study of mobility among senior citizens and international benchmarking of universal mobility solutions were conducted during 2014. In addition, the fifteen members of the laboratory worked on a concept for a social car-sharing scheme and examined ways to enhance the professional profile of the role of mobility advisor. The results were made public at the second edition of inclusive mobility meetings in December 2014 and are available on the Internet.

In 2014, two new mobility platforms were opened in cooperation with Wimoov: in Tarbes and Le Havre. The platforms set up in 2013 in Evreux and the southern Seine have welcomed a growing number of users (700 people) and have offered innovative services to businesses (mobility services intended to assist workers facing mobility-related difficulties).

In addition, the request for projects issued in partnership with the French Ministry for the City, Youth and Sport (Experimental Youth-Development Fund) has made it possible to identify sixteen innovative youth mobility initiatives throughout France which will receive financial and other assistance over the next two years.

Finally, TOTAL launched a research campaign in the emerging countries which has enabled the identification of three groups of mobility services with high potential and which represents a response to economic, environmental and social challenges.

 

Between 2011The “Living Better” program — synergies between energy, education and year-end 2013, 4,773 thermal renovations were carried outemployment

To respond to the issue of energy poverty in 2014, the Group was represented by ninety energy efficiency ambassadors in thirty departments throughout France, thanks to two partnerships with TOTAL’s support.

At the endPACT and FACE associations, as part of 2013, under an agreement signed with the French Ministry for Sportsthe City, Youth and Youth, Voluntary Associations and Popular Education,Sport concluded within the Group committed to an additional amountframework of2 million to implement the public program“Living Better” project. These ambassadors are young people aged between 18 and 25 who have been employed as part of a governmental employment scheme for young people (emploi d’avenir) until the end of 2015. Their task is to identify households affected by energy poverty and give them the assistance they need at the financial, social and technical levels in order to undertake the necessary thermal renovations that will allow them to benefit, in particular, from a higher level of energy efficiency. A further aim of this project is to ensure the long-term employment of these young people on thermal renovation knownexpiry of their contracts under the scheme by providing them with ongoing training and individual assistance, much of which is supplied by TOTAL. The Group’s own employees act as “Habiter Mieux” (Living Better) over two years (end ofcoaches to these young people, listening constructively to their concerns and offering the program in 2015).

As regards the mobility component, TOTAL’s partnership with the Voiture & Co association helped open two mobility platforms (supply of low-cost vehicles, personalizedhigh-quality advice and support microlendingneeded to give them confidence and stimulate them in their integration in the professional world.

A microfinancing offer for the purchase of mobility solutions, etc.) infuel oil is being tried out at the French Eure andHauts-de-Seine departments. In addition,Compagnie Pétrolière de l’Ouest, a nation-wide study was conducted and made public in December 2013 on the challenges faced by those with limited transport facilities in accessing employment. Moreover, the above-mentioned agreementGroup subsidiary, through a partnership with the French Ministry for SportsCaisse d’Epargne. It allows households facing fuel poverty to obtain favorable financing conditions in order to refill their fuel oil tanks (payments staggered

over twelve months, interest rate of 1%) while also benefiting from assistance at the social and Youth, Voluntary Associations and Popular Education also included a mobility component with an additional2 million to launch a call for projects to identify and support innovative mobility initiatives throughout France.budgetary levels (through the Caisse d’Epargne’s partner associations).

 

7.3.5.

Partnerships and philanthropy—TOTAL Corporate foundation/TOTAL S.A. philanthropy

Total Corporate Foundation / TOTAL S.A. Philanthropy

In addition to the community developmentsocietal initiatives that are directly related to the Group’s industrial activities, TOTAL has also been committed for many years to taking general-interest measures in the countries where it has operations. At the Head Office, the Group’s philanthropic actions are essentially conducted by the TOTAL Corporate Foundation and by the Philanthropy Department of TOTAL S.A., on the one hand, and by the Total Corporate Foundation, on the other. For more than 20 years now, the Group’s ambition has been to foster the development of general-interest measures, going beyond its industrial responsibility, by encouraging the convergence of expertise and innovation. At the end of 2012, TOTAL renewed its commitments to its Foundation for a further five years (2013-2017). The Foundation benefits from a five-year budget of50 million.

Founded in 1992 in the wake of the Rio Earth Summit, the TOTALTotal Foundation celebrated its twentieth anniversary in 2012. Initiallywas initially dedicated to the environment and marine biodiversity, the Foundationbiodiversity. It is now active in four fields: (i) marine biodiversity; (ii)biodiversity, culture and heritage; (iii) health;heritage, health, and (iv) solidarity.

At the end of 2012, TOTAL renewed the commitments of its Foundation for a further five years (2013-2017), with a50 million multi-year action budget.

With regard to the marine biodiversity, the Foundation funds research programs aimed at research studiesundertaken to improve knowledge about and the protection and enhancement of marine and coastal species and ecosystems. In 2013,all the projects it supports, the Foundation ensures the sharing of knowledge through awareness and education campaigns. In 2014, the Foundation supported nearly sixtysixty-six projects (new or ongoing projects). The Foundation continued to support the “Pristine” project whose objective is to redefine the baseline for coral ecosystems in order to assess human impacts in three areas of the Pacific (New Caledonia, Tonga and Polynesia). The project also produced a report on the diversity of the fish identified and the quality of their habitat during the “IMPAC 3” international conference in October 2013 in Marseilles (France).

The Foundation promotes cultural dialogue by supporting exhibitions that showcase the heritage and arts of the Group’s host countries. In 2013, the Group supported twelve exhibitions. A great patron of the Paris-based Arab World Institute, the Foundation has supported the “Golden Age of Arab Sciences” exhibition as well as its tours in Qatar, Kuwait and the United Arab Emirates. In 2013, the exhibition was held at the Abu Dhabi Paris Sorbonne University, providing an opportunity to promote French cultural competence, showcase the cultures of the Mediterranean Basin and Arabian Peninsula, and foster intercultural dialogue. In

France, with the heritage association Fondation du Patrimoine, TOTAL Corporate Foundation also supports the preservation of traditional crafts and industry and the restoration of heritage sites in France.

In the field of health, the Foundation has partnered with Institut Pasteur since 2005. Professor F. Barré-Sinoussi, 2008 Nobel Prize laureate, is the resource person for this partnership, which focuses on the fight against infectious diseases. The Foundation also contributes to research programs and field actions in partnership with the Group’s subsidiaries, mainly in Africa. In 2013,particular, the Foundation supported more than six field projects (new or ongoing projects). After financing the deployment“MedDiversa” project which aimed to study the deep-water coral reefs that are some of the most characteristic to be found in the Mediterranean since they grow in deep waters where there is only little sunlight. The project helped to gain a programbetter understanding of these highly endangered species. In the light of the project results, a platform for scientific exchange was set up to prevent sexually transmitted diseases such as AIDS among truck drivers in Morocco between 2007develop scenarios for the future evolution of this marine diversity facing global change impacts, and 2011, a similar program was launched in Burkina Faso in 2013.

Finally, the Foundation encourages Group Employeesthereby contribute to engage with the community, through support for projects championed by non-profit organizations with which employees volunteer on a personal basis. In 2013, the Foundation supported more than sixty employee projects in thirty-four countries.

The Group has also forged a number of major institutional partnerships in France. In 2009, TOTAL signed an innovative50 million partnership agreement with the French Ministry for Youth to promote the social and professional integration of young people. This led to the financing of over 200 social action projects between 2009 in 2013. In line with this partnership, the Group reaffirmed its commitment by supporting the government-sponsored “Priorité Jeunesse” (Priority to Youth) program.preservation.

Since 2008, TOTAL has also partnered with the French Society of Sea Rescuers (SNSM). Through its funding and expertise, the Group plays a role in improving the safety of maritime rescue operations and training volunteers.

For Since 2011, the Group has helped train volunteers by contributing to the creation of a special infrastructure facility in the form of a national training center. One of a kind and ideally located in Saint-Nazaire, this center has been optimized for training activities and is equipped with a state-of-the-art navigation and vessel handling simulator. Every year, more than twenty years now, TOTAL Corporate Foundation’s ambition300 rescuers benefit from these training courses to help continuously improve safety at sea and along the coasts.

In theculture and heritage field, the Foundation and the Philanthropy Department partly funded fourteen exhibitions in 2014 thus promoting the cultures of the countries in which the Group operates. In 2014, the Foundation, working together with the Institut du Monde Arabe and the Louvre, contributed to showcasing Arab culture by partly funding two exhibitions, dedicated to contemporary Morocco and medieval Morocco. At the same time, it also honored China by helping fund an exhibition devoted to the Han dynasty in Paris’s Guimet Museum. Firmly convinced that access to culture as of a very young age is a factor that helps individuals have confidence in themselves and respect for others, the Foundation supports numerous initiatives designed

2014 Form 20-F TOTAL S.A.79


Item 4 - C. Other Matters

to instruct young people in the worlds of art and culture. In 2014, this commitment was illustrated by the organization of a workshop entitled “Learning through art, an art of learning” at the Lyon Opera House.

In the same year, the Total Foundation and theFondation du Patrimoine (heritage foundation) renewed their partnership in France for the 2015 to 2017 period. The two partners primarily focus their activities on the preservation of the country’s industrial, cultural, port and maritime, and craft heritage and participate in projects designed to further professional training and social integration. Their aim is to breathe new life into the restored sites, pass on the expertise of the building crafts of the past, and in this way to contribute to local economic and social development. These efforts are focused more specifically on the regions in which the Group is present in France. Since 2006, more than 150 projects spread across nineteen regions have received nearly20 million in support from this project.

In thehealth field, the Group has been a partner of the Institut Pasteur since 2005. Professor F. Barré-Sinoussi, 2008 Nobel Prize laureate, is the resource person for this partnership, which focuses on the fight against infectious diseases. The Group also contributes to foster the development general interest measures, going beyondresearch programs and field actions in partnership with the Group’s industrial responsibility,subsidiaries, mainly in Africa and South-East Asia. In 2014, the Group thus supported more than eleven field projects (new or ongoing), including a program in Senegal, which was set up to assess the consequences of resistance to antibiotics, in terms of mortality and morbidity, in severe bacterial infections in newborns and young children living in developing countries with a low level of economic activity. This innovative program is set to inspire others like it.

In the field ofsolidarity, the Foundation encourages Group employees to engage with the community, through support for projects championed by non-profit organizations with which they volunteer on a personal basis. In 2014, the Foundation supported sixty-eight employee projects in thirty countries.

Finally, The Group has also forged a number of major institutional partnerships in France. Since 2009, the Group has been working with the State and the ministry responsible for youth by encouraging the convergencesocial and professional integration of expertiseyoung people. This partnership, which benefits from an overall budget of60 million (with the experimental youth-development fund being the primary technical and innovation.financial tool at its disposal), has enabled the financing of more than 270 projects since its creation. Since 2014, TOTAL supports the “La France s’engage” voluntary initiative.

 

7.3.6.Contractors and suppliers

TOTAL’s activities generate hundreds of thousands of direct and indirect jobs worldwide. The Group’s purchases alone represented approximately34 billion worldwide in 2014. These constitute environmental, social and societal impact stakes that TOTAL takes into account in the principles, purchasing commitments and sustainable procurement initiatives that characterize its relations with its suppliers.

The Group’s community development policy stresses the fact that commitment to community development must be shared by the Group’s employees, its customers and suppliers, in particular by employing more local personnel and subcontracting more work to local businesses wherever the operating constraints of its activities allow (for example, through training and support programs intended for actors in the local economy). The Group’s societal directive states that purchasing processes must be adapted as required in cases where a community development action plan has been implemented.

In 2012, a map of the CSR risks and opportunities in the Group’s main purchasing categories was created in order to identify the main issues in three areas: ethics and human rights, environmental impact, and the creation of value with local communities. Pilot projects were implemented in certain purchasing categories in order to integrate the monitoring of CSR aspects into the purchasing process through concrete measures (e.g., specific questionnaire focusing on the fundamental procurement principles, writing of suitable contract clauses, good practices guide for purchases from sheltered sectors). This map was updated in 2014 to reflect the main Marketing & Services and Holding purchasing categories.

7.3.6.1.Monitoring responsible practices among suppliers

In its Code of Conduct, amended in 2014, TOTAL states that it works with its suppliers to ensure the protection of the interests of both parties on the basis of clear, fairly negotiated contractual conditions. This relationship is founded on three key principles: dialogue, professionalism and adherence to commitments.

TOTAL expects its suppliers:

to adhere to principles equivalent to those in its own Code of Conduct, such as those set out in the “fundamental principles of purchasing”; and

to agree to being audited, to be particularly attentive to the human rights-related aspects of their standards and procedures, and in particular their employees’ working conditions, and to ensure that their own suppliers and contractors respect equivalent principles.

The Group’s fundamentals of purchasing, which were formally set out in April 2014, specify the commitments that it expects of its suppliers in the following areas: respect for human rights at work, health protection, assurance of safety and security, preservation of the environment, prevention of corruption, conflicts of interest and fraud, respect for competition law, as well as the promotion of economic and social development. As of April 2014, this document constitutes a Group directive and is applicable to all Group companies. TOTAL’s suppliers must be made aware of the rules it contains by including them, suitably transposed if necessary, into the agreements concluded with these suppliers. These principles are available for consultation by all suppliers in both French and English on the TOTAL website, under the “Suppliers” heading.

Questionnaires focused on environmental and social issues are used to gather more in-depth information from suppliers about their approach to these subjects, either during pre-qualification or as part of an audit. On occasions, supplier relations are also considered from an environmental and societal perspective as part of the ethical assessments of Group subsidiaries and entities undertaken by GoodCorporation (a UK consultancy firm) in all the continents in which the Group is present.

In addition, HSE-related information forums for suppliers are organized at regular intervals, with such events being held in 2013 by the Exploration & Production entities in Russia, Indonesia and Yemen, for example.

The deployment of the anti-corruption policy and the procedure for its application in the purchasing field continued in 2014. To this end, specific questionnaires were sent to a number of suppliers and, in some cases, external audits were carried out. One new initiative launched in 2014 consisted in asking service providers present at Group sites to complete a training module similar to the Group’s own anti-corruption e-learning program. This was the case, in particular, for the majority of service providers to Group

80TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

Purchasing, and for more than 60% of the service providers in Exploration & Production. This initiative will be further extended in 2015. At the same time, Marketing & Services has sent CDs of the e-learning program to all relevant Compliance Officers so that they can then pass these on to their suppliers. Consequently, 1,500 CDs were distributed by the Marketing & Services entities in 2013 and a further 900 in 2014. Exploration & Production has also held twenty-one presentations designed to promote the Group’s compliance program and these have welcomed over 700 participants from among its suppliers. In June 2014, the International Procurement Office (the Group’s purchasing office in Shanghai, China) organized an anti-corruption day which was attended by approximately 150 people from approximately thirty Chinese suppliers.

In addition, pursuant to Rule 13p-1 of the Securities Exchange Actof 1934, as amended, which implemented certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, TOTAL submits to the SEC since 2014 an annual document relating to certain minerals (deemed “conflict minerals”(1) by the rule) sourced from the Democratic Republic of the Congo or a neighboring country.The document indicates whether TOTAL S.A. or one of its affiliates has, during the preceding calendar year, used any such minerals that are necessary for the operation or production of a manufactured product or is the object of a contract for its manufacture by the Group. Furthermore, the document states whether such minerals were sourced from the Democratic Republic of the Congo or a neighboring country. The main objective of the obligation to publish this information is to prevent the direct or indirect funding of armed groups in central Africa. For more information, refer to TOTAL’s most recent publication available at http://csr-analysts.total.com/node/565 or http://www.sec.gov/.

7.3.6.2.Promoting sustainable procurement

An interdisciplinary working group dedicated to the issue of sustainable procurement and representing the various business segments as well as the Purchasing and Sustainable Development Departments has been active since 2011. Its task is to strengthen TOTAL’s policy in this area on the basis of the initiatives introduced in the various business segments. To coordinate the different actions and further extend the implementation of sustainable procurement initiatives, a dedicated position as manager of sustainable procurement has been created within the Group Purchasing Department.

The Group’s buyers take part in international working groups concerned with the question of sustainable procurement. TOTAL is an active member of the IPIECA’s Supply Chain Task Force. TOTAL is also represented in the French delegation to the international group that is considering the forthcoming ISO 20400 standard on Sustainable Procurement and will contribute to its formulation. The aim of the future ISO 20400 standard is to transpose the concept of social responsibility — as defined in ISO 26000 — to purchasing activities. Forty-one countries from every continent, as well as international organizations such as the OECD, the United Nations and the International Labor Organization, are involved in drafting this standard. TOTAL also contributed to the special session on ISO standards and responsible procurement during the Global Forum on Responsible Business Conduct organized by the OECD in June 2014.

In February 2013, the Group Purchasing Committee decided to focus on awareness-raising and training in the field of sustainable

procurement, and to develop the integration of sustainable procurement targets in the annual appraisals of buyers (initially central buyers). As a result, seven sustainable procurement training sessions were held in France in 2013, followed by four sessions in 2014, with a total of 112 Group employees receiving training. 50% of buyers responsible for a category at the head offices of the various business segments took part in this training and have been able to apply the corresponding good practices to their categories. To accompany these training events, practical tools were developed and used both before and after the learning phases. These included explanatory factsheets describing the various international instances (principles underpinning the International Labor Organization, for example), country factsheets (indicating relevant areas of local law), internal feedback, methodology sheets (total cost of ownership, lifecycle analyses, eco-labels, etc.) and, in 2014, new factsheets dealing with the environment and occupational health, as well as additional country factsheets. Special emphasis was placed on feedback.

In France, purchases from the disabled or sheltered employment sectors continued to rise with the signature of new contracts. Group purchases from these sectors enabled the achievement of an indirect employment rate of nearly 1%.

TOTAL is a member of the Pas@Pas association and provides its buyers with an online directory that can be used to identify potential suppliers and service providers (from the disabled or sheltered employment sectors) for each geographical area and category.

7.3.6.3.Acting as a responsible partner in relation with suppliers

In March 2014, TOTAL received the “Responsible supplier relationships” label for its Holding and Marketing & Services activities in France. This label, awarded by the French authorities, recognizes companies that maintain sustainable and balanced relationships with their suppliers. Eligibility for this label is reviewed every year.

The general terms and conditions of purchase, which are available to Group buyers on the intranet in both French and English, were updated in 2014 to ensure a sharper focus on balanced contractual relations.

An interdisciplinary working group dedicated to the issue of payment terms was set up in 2014. It involves the Purchasing and Finance Departments at the French head offices of all the Group’s business segments and has the aim of monitoring payment terms and improving the processing of invoices.

Regarding the support given to French small and medium-size companies, TOTAL is a member of the “Pacte PME” association, which facilitates dealings between these companies and their major accounts, and was positively rated by the association’s Monitoring Committee in 2014. One example is the support the Group gives to the international development of small and medium-size companies, including a number of its own suppliers, throughTotal Développement Régional. Approximately a hundred such companies were thus able to take advantage of a range of programs in 2014: temporary reception of a Volunteer for International Experience (VIE) to represent them in one of the Group’s subsidiaries, access to a network of contacts consisting of Group employees in overseas subsidiaries, and the organization of joint operations in countries in which the Group is present in order to gain a better understanding of the local economic context.

To contribute toward the development of good practices in business relations, TOTAL has launched an initiative to raise its

2014 Form 20-F TOTAL S.A.81

(1)

Rule 13p-1 defines “conflict minerals” to be as follows (irrespective of their geographical origin): colombite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten.


Item 4 - C. Other Matters

employees’ awareness of mediation as an alternative method for resolving disputes with suppliers. Each year since 2013, the Group’s Legal Department has organized an annual day to raise awareness of mediation. This day-long event brings together some fifty French and international participants including both legal experts (two thirds) and buyers (one third). It enables them to gain an understanding of mediation and its advantages, in particular in cementing long-term business relations. The event includes practical exercises (in French and English) conducted in the presence of professional mediators and helps improve the conduct of all employees who may find themselves involved in a situation of mediation. A brochure designed to increase awareness of the mediation process is also available to all buyers in both French and English via the intranet.

An e-mail address is available in both French and English on the Group website under the “Suppliers” heading. This can be used to contact TOTAL’s internal mediator. His task is to facilitate relations between the Group and its French and international suppliers. He has also overseen the introduction of actions designed to promote mediation and intended for legal staff and buyers (four sessions in 2013 and 2014). The conduct of these sessions has been entrusted to a firm of lawyers. Finally, the possibility of recourse to mediation is now also mentioned in the updated version of the general terms and conditions of purchase published in March 2014.

7.3.7.Fair operating practices

i. Preventing corruption:

7.3.7.1.Preventing corruption

The amountsoil industry must be particularly watchful with regard to the risk of money involvedcorruption, in particular in the light of the scale of the investments made and the diversitynumber of the various regions require the oil industry to be particularly vigilant about corruption and fraud. Around one quarter of TOTAL’s employees work in countries considered to be high-risk in this regard (countries in which the Transparency International index of the perception of corruption is less than or equal to fifty).operations are conducted. Preventing corruption and fraud is therefore a major challenge for the Group and all its employees.

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”.

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 also reiterates its support for the OECD Guidelines for Multinational Enterprises and the Tenth Principle of the United Nations Global Compact, which urges businesses to work against corruption in all its forms.

The Group’s commitment in this area reliesfield is based on thea zero tolerance principle of “zero tolerance” in matters ofwith regard to corruption, and isas its General Management regularly reiterated

2013 Form 20-F TOTAL S.A.69


Item 4 - Other Matters

by TOTAL’s Chairman and Chief Executive Officer particularly to its employees and to stakeholders.reaffirms. This commitment takes the form of a number of actions:

 

the adoption by the Executive Committee in 2009 of a corruption prevention policy and the decision to implement a dedicated compliance program;

the establishment of a specific organization including, in particular, a Compliance and Social Responsibility Department which is responsible for rolling out the compliance program via a network of 370 Compliance Officers covering all the territories in which TOTAL operates.

The corruption prevention program is based on the very highest relevant standards including, in particular:

A framework of internal standards that allow employees, with the support of their Compliance Officer, to identify risk situations, conduct due diligences and implement the appropriate actions. Procedures intended to provide a framework for conduct in such risk situations have been

  

adopted in 2009, approval byrelation to the Executive Committee of a corruption prevention policyfollowing issues: representatives dealing with public officials; procurement and a robust compliance program (e.g., training, communication, due diligence, audits)sales; and the creation of a dedicated compliance structure;gifts, entertainment, hospitality and travel, favors, donations, and contributions to social funds, philanthropic activities and sponsorships.

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 officers in the Holding and the Group’s various business segments; and

in 2011, the Executive Committee’s decision to reinforce the means of preventing fraud and corruption by setting up suitable programs.

This initiative involves actionsActivities designed to raise awareness amongstamong all employees and to train them. Training seminars are organized for all compliance officers, and proposed to any employee exposed to the risk of corruption while performing his or her duties. An(including an e-learning course on the prevention of corruption,program available in twelve languages, followed by 6,522 employees in 2014, and by 43,503 employees since its inception), more focused training activities for the most highly exposed positions (Development, Purchasing, Marketing, etc.), in-depth training for all Compliance Officers.

The prohibition of “facilitation payments”.

Incident feedback mechanisms including an ethics alert system.

The introduction of special “Compliance” audits as of early 2013, at a rate of six to eight per year, to cover all the Group’s activities. These audits are followed up the next year to verify that the recommendations have been implemented. A “Compliance” component has also been made available internally since 2011. By year-end 2013,incorporated into the Group’s internal audit management framework.

The application of suitable sanctions.

In 2014, the deployment of this program was underpinned by forceful internal communications activities intended to emphasize once again the importance the Group attaches to these questions. For example, on the occasion of the International Anti-Corruption Day (December 9, 2014), an e-mail was sent to all Group employees to refresh their knowledge of the program and give them a more than 45,000 employees hadin-depth understanding of it. This campaign was taken up and complemented locally at the course.various subsidiaries.

Under the settlements reached in 2013 between TOTAL, the SEC (SecuritiesSecurities and Exchange Commission)Commission (SEC) and the U.S. Department of Justice (DoJ), an independent monitor was appointed to conduct a 3-yearthree-year review of the anti-corruption compliance and related internal control procedures implemented by the Group and to recommend improvements, when necessary. The monitor’s mission startedmonitor took up his duties on December 2, 2013.2013 and his first report was submitted to the authorities at the end of July 2014. This report gives recommendations for improving the program, which TOTAL has already started to implement. In October 2014, the monitor had to relinquish his mission for health reasons, and as a result, TOTAL is in the process of selecting a new monitor.

ii. Human rights: Although the ultimate responsibility for human rights lies with governments, the

7.3.7.2.Respect for human rights

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 CompanyGroup is vital for its daily business. This approach helps to establish and maintain successful relationships with all stakeholders.

TOTAL’sThe Group’s Code of Conduct formally recognizes the Group’s supportwas revised in June 2014 in order to reinforce TOTAL’s commitments in terms of its respect for human rights. TOTAL’s adherence to the principles ofset out in international standards, including the 1948 Universal Declaration of Human Rights, the core conventions of the International Labor Organization, the OECD Guidelines for Multinational Enterprises and the principles of thenew 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 Group’s Chairman and Chief Executive and the General Counsel expressed their support for the “protect, respect, remedy” framework and for the UN’s guiding principles on business and human rights.rights which were adopted in 2011 and the Voluntary Principles on Security and Human Rights (VPSHR), is indicated in the Code of Conduct. In the event of any discrepancy between legal provisions and the Code of Conduct, the more exacting standard is applied. A “Speaking Up” section has also been added and clearly indicates that anyone in TOTAL can benefit from the advice of the Ethics Committee at any time by writing to the ethique@total.com address.

Furthermore,

82TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

Awareness of human rights is now an integral part of the principles underpinning the Group’s actions in the same way as all the H3SE standards (health, safety, security, societal, environment). First of all, the Group makes sure that the rights of its employees are protected. In particular, it prohibits any form of discrimination against them, including due to sexual orientation or identity. Likewise, it demands that they themselves be respectful of human rights. With regard to other stakeholders, TOTAL expects its suppliers to respect equivalent standards and to be particularly attentive to the working conditions of their employees. In its dealings with the host countries in which the Group operates, TOTAL respects their sovereignty while reserving the right to express its convictions concerning the importance of respecting human rights in subjects related to its field of operation. Since its activities have an impact on local communities, TOTAL respects their rights by foreseeing and limiting the impacts on their way of life and remediating these impacts wherever necessary.

Moreover, in 2013 the Group developed a strategic human rights roadmap which integrates respect for human rights into its various risk and impact management systems. The Executive Committee validated this roadmap on the occasion of the visit by Professor John Ruggie, former special United Nations Representative for Business and Human Rights. This roadmap has been implemented in various Group entities (Legal, Ethics, Sustainable Development Departments).

A new legal unit called “ethics and human rights” was set up in 2014 within the Group’s Compliance and Social Responsibility Department in order to help operatives address these issues.

Support for international human rights initiatives

The Group is actively involved in numerous initiatives and working 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 Expert Group on Responsible Business in Conflict-Affected and High-Risk Areas and the Anti-Corruption Working Group. Created in 2010, Global Compact LEAD (Initiative for Sustainable Leadership) has fifty-four members, among which TOTAL is the first French company.company to participate. The Group is also a founding member of the Global Business Initiative on Human Rights and takes part actively in the work of IPIECA,

through the following working groups: Social Responsibility Working Group, Human Rights Task Force, and Responsible Security workshop.Workshop. Moreover, after having implemented the recommendations of the Voluntary principlesPrinciples on securitySecurity and human rightsHuman Rights (VPSHR) for severala number of years, TOTAL joined this initiative in March 2012. Lastly, since 2012, TOTAL has taken part in the activities of the NGO Shift, created by Professor John Ruggie after his term of office with the UN. TOTAL’s General Counsel took part in various workshops organized by Shift in Boston (USA) on the practical implementation of respect for human rights by companies.

Internally, the Executive Committee adopted a roadmap in 2013 for the period 2013-2015, with the view of strengthening TOTAL’s compliance with human rights standards in its operations and risk management systems, particularly in sensitive countries where the Group operates. This roadmap is implemented in the various departments and entities concerned by these issues (Sustainable Development, Legal, Ethics, Security, Purchasing, Human resources, Training and Audit Departments).

Moreover, inIn order to spell out its human rights position and initiatives, TOTAL has created a Human Rights Coordination Committee in 2005. This is managed by the Ethics Committee Chairman. AChairman in cooperation with the Group’s human rights experts. This discussion and decision-making forum, thatwhich meets three or four times a year, its members includeincludes representatives of the Ethics, Human Resources, Public Relations, Legal, Finance, Security, Purchasing and Sustainable Development Departments. The Committee coordinatesIts aim is to coordinate the initiatives takenactivities relating to the respect for human rights undertaken internally and externally by the Group’s various business units.Group entities. During these meetings, the participants share their feedback and information on various subjects, including ethical assessments, internal or external tools or procedures associated with human rights, and particularly on TOTAL’s involvement in public or private international initiatives (e.g., VPSHR, EITI, GBI, IPIECA), on human rights tools developed internally or externally, on procedures and internal policies already adopted or under construction, and on civil society projects.

Implementation of due diligence actions

Linked to the United Nations’ guiding principles on business and human rights, TOTAL’s human rights approach is based on several pillars:

 

Written principlescommitments: 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 Guidesection “to find out more” of the human rights internal guide published in 2011 in English, French, Spanish and Chinese.

 

Awareness actions:Awareness-raising activities: to ensure that its human rights principles are disseminated in-house, TOTAL raises employee awareness via corporate communications channels such as the Ethics and Security intranet sites,site, and through specific training programs tailored to the various challenges encountered in the field. These programs are listed in the TOTAL University’sUniversity Ethical, Environmental and Social Responsibilities catalogues.Responsibility brochure. For example, as part of the Group’s human rights roadmap, a new training program called “Responsible Leadershipleadership for a sustainable business” targeting the management personnel was created in 2013. The2013 by Total University and tested in 2014. In collaboration with the Shift NGO, the Group has also developed in collaboration with the NGO Shift, a series of four awareness-raising videos on the Group’s human rights standards. These videos, highlightwhich were made available on the Group’s Intranet to mark the UN’s Human Rights Day, focus on three key topicsissues that have been identified as crucial for the Group has identified: Voluntary principles on security and human rights (VPSHR);Group: responsible security; the prevention of societalsocial impacts on local communities; and working conditions both of TOTAL’sfor its own employees and inwithin its supply chain. Further,Furthermore, in one of these videos,

70TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

TOTAL’s Chairman and Chief Executive Officer Mr. de Margerie and Professor John Ruggie discuss TOTAL’s roadmap on human rights, as well as the importance of complying with the Group’s human rights standards in daily activities. Actions undertaken to raise awareness among certain stakeholders that are external to the Group have also been undertaken. For example, the Group’s security providers attend special training sessions concerning the Voluntary Principles relating to safety and human rights in risk areas.

 

ListeningConsulting and advice bodies:advisory structures 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. AllThe 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 experiencing difficultiesand people outside the Group can refer matters to the Committee. The Committee maintains complete confidentiality with regard to referrals; this can only be lifted with the agreement of the person in question. At the local level, the subsidiaries of the Exploration & Production division have introduced mechanisms for processing grievances raised by local communities. Exploration & Production has produced a guide in the practical implementationform of a manual on this subject which is being transcribed within the Code of Conduct should turn first to their line manager; if necessary, they can contact the Human Resources Department or take their concerns to the Ethics Committee.Marketing & Services entities.

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.

 

Assessment tools:Ethical assessments and reporting these: tools are used to regularly assess the subsidiaries’ human rights practices and the risks they may have to face. They analyze the local consequences of projects (societal audits in which local communities in certain countries 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 the Group’s activities. Some of themthese tools are useddeployed with the assistance of independent experts, such asexperts. The Group also entrusts the conduct of some ten or so ethics-related assessments per year to GoodCorporation (GoodCorp). To date, more than a hundred subsidiaries exposed to ethical risks have been assessed since 2002. For its on-site activities, GoodCorp makes use of a reference catalogue containing approximately

2014 Form 20-F TOTAL S.A.83


Item 4 - C. Other Matters

90 questions relating to human rights, labor law, respect for the provisions governing fair competition and other ethics-related subjects. The aim of this process, during which numerous internal and external stakeholders are interviewed by GoodCorp over a period of several weeks, is to make sure that the assessed activities are consistent with the Group’s standards. GoodCorp then issues a final report identifying points requiring improvement and observed good practices. The entity is then given several months to correct any problems that have been identified, after which a follow-up inspection is performed by GoodCorp. In some cases, the Danish Institute for Human Rights, ora Danish public non-profit organization, partners with GoodCorp in its activities. Other non-profit partner organizations such as the CDA Collaborative Learning Projects. ActionCorporate Engagement Project also contribute by evaluating the social impact of certain subsidiaries on nearby local communities. CDA’s reports are published online on their website. A+ end-2013, the Group also commissioned the British NGO International Alert to conduct an impact study focusing on human rights in the Democratic Republic of the Congo. Even though the Group has not yet conducted any operations nor had any subsidiaries in the area in question, more than 300 people — a quarter of whom were women — were consulted by the NGO. The aim of this study was to enable the Group to better understand the country’s complex dynamics in order to limit any negative impact and monitoring plans are then implementedmaximize any positive impact the Group’s exploration activities may have on the basis of these assessments.this sensitive environment. The NGO’s report is available online.

iii. Contractors and suppliers: In its Code of Conduct, TOTAL states that it expects its suppliers to respect equivalent principles to which it abides. A document entitled “Fundamental Principles in Purchasing” sets out the commitments that the Group expects of its suppliers with regard to respecting fundamental rights at work, protecting health and the environment, preventing corruption, complying with the rules of free competition and promoting economic and social development. The rules set out in this document may be made available to TOTAL suppliers in order to obtain a contractual commitment that they will comply with them. In some contracts, such as those covering the oil operations of the Exploration & Production segment, the principles contained in TOTAL’s Code of Conduct (e.g., preventing corruption, health, environment, security, safety, societal, right to work) are covered by specific contract clauses.

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 pre-qualification or as part of an audit. This aspect of supplier relationships can also be examined in ad hoc ethical assessments of Group’s subsidiaries or entities performed by GoodCorporation. With the deployment of the anti-corruption policy in 2013, specific questionnaires were sent to a certain number of suppliers and in some cases, external audits were carried out.

A cross-functional working group dedicated to sustainable purchasing, which includes the various segments and the Purchasing and Sustainable Development departments, has been active since

2011. This group is tasked with reinforcing TOTAL’s policy in this area by using the initiatives taken in each segment. In 2012, a map of the CSR risks and opportunities in the Group’s main purchasing categories was created in order to identify the main issues in three areas: ethics and human rights, environmental impact, and the creation of value with the communities. Pilot projects were implemented in certain categories in order to concretely integrate the monitoring of CSR aspects into the purchasing process (e.g., specific questionnaire focusing on the fundamental procurement principles, drafting of suitable contract clauses, good practices guide for purchases from the sheltered sector).

In February 2013, the Group Purchasing Committee decided to focus on awareness-raising and training on sustainable purchasing, and to develop the integration of sustainable purchasing targets in the annual interviews of buyers (initially central buyers). Seven sustainable purchasing training sessions were organized in 2013 in France and will continue to be offered in 2014. Concrete tools have been developed to support this training and are used in pre- and post-learning: fact sheets on international references (for example, principles of the International Labour Organization); country fact sheets (specifying aspects of local law); internal feedback; and methodology sheets (e.g., total cost of ownership, life cycle analysis, eco-labels).

In France, purchases from the sector for disabled workers continued to rise with the signature of new contracts; Group purchases from the sector for disabled workers tripled, in terms of recipient entities, for the Group’s three main sites at the Head Office in Paris between 2012 and 2013.

In March 2014, TOTAL received the “Responsible supplier relationships” label for its Holding and Marketing & Services activities in France. This label, awarded by the French authorities, recognizes companies that maintain sustainable and balanced relationships with their suppliers.

Reporting scopes and method for
7.4.Other social, community development and environmental information

Reporting guidance

The Group reporting procedures consist of:

for social indicators, a practical handbook titled “Corporate Social Reporting Protocol and Method”;

for Industrial Safety indicators, the Corporate Guidance on Event and Statistical Reporting; and

for environmental indicators, a Group reporting procedure, together with specific instructions for the sectors.

 

7.4.1.TOTAL and shale gas and oil

TOTAL has stakes either as an operator or as a partner in several shale gas and oil exploration and production licenses in Russia, the United Kingdom, Denmark, the United States, Argentina, Uruguay, China and Australia.

In every country where the Group operates, its Safety Health Environment Quality Charter and its Societal directive, both of which are backed by local legislation, provide a framework for its operations. The Group has a risk management system that incorporates impact studies related to the environment, health, safety and social acceptability. These studies are carried out very early on in the project schedule (as early as the exploration phase) and entail a level of analysis that is equal to or exceeds local regulatory requirements.

The environmental and societal challenges associated with shale gas and oil development include reducing the quantity and impact of chemical additives, optimizing water management and reducing the visual impact and disturbance caused by the operations.

In projects operated by the Group, TOTAL’s teams (operational, HSE, societal, quality and R&D) make every effort to find appropriate technological solutions.

In Europe, where TOTAL has stakes in Denmark as an operator, as well as stakes in the UK, the Group focuses its efforts on listening to the various stakeholders to ensure that the operations are carried out under the best possible conditions. TOTAL has also made a commitment to be transparent, whether by providing information about projects, such as via a Group website dedicated to Danish licenses, or by supporting the initiative of the Oil and Gas Producers Association, which publishes the composition of fracturing fluids on the Internet.

In Argentina, TOTAL has stakes either as an operator or partner in several shale gas licenses in the Neuquén basin. Although the large-scale development phase has not yet begun, proposed initiatives for minimizing the impact of the shale gas and oil operations are routinely and regularly assessed (such as using a mobile unit for processing and reusing flowback water or recycling a portion of the crushed rock, after it leaves the drilling platform, for reuse at another site to reduce the total amount of rock extracted from quarries, etc.). TOTAL also takes part in numerous regional committees to provide information to a wide range of stakeholders, including the IAPG (Instituto Argentino del Petróleo y Gas), an institute recognized in Argentina for its high technical standards whose goal is to ensure that best practices are adopted by industry players and included in the local regulatory framework. In addition, the Group is currently involved in a program that assesses the contribution of its operations to local socioeconomic development.

7.4.2.TOTAL and oil sands

TOTAL has stakes in several Canadian oil sands projects. Changes in the economic environment have prompted the Group to adapt the development plan related to these projects, including suspending the Joslyn North Mine and Northern Lights projects.

For the projects still under development, Surmont (50%) and Fort Hills (39.2%), which are not operated by the Group, TOTAL emphasizes an awareness by the operator of environmental issues, and particularly water impacts, remediation of the affected soil and ecosystems, and GHG emissions. The Group ensures that the technologies used minimizein situ the environmental impact. For phase 2 of the Surmont project, which is scheduled to begin production in 2015, the option chosen is expected to allow water to be withdrawn mainly from saline aquifers and not from freshwater aquifers or rivers in an effort to optimize water use and recycling.

For several years, TOTAL has been actively involved in the various collaborative research initiatives undertaken by the Canadian industry in these areas. In particular, TOTAL is one of the founding members of Canadian Oil Sands Innovation Alliance (COSIA), an initiative launched in 2012 by fourteen producers in Canada to improve the environmental performance of Canadian oil sands by promoting collaboration and innovation.

TOTAL is mindful of its responsibility to its stakeholders, with whom it builds a long-term relationship by maintaining a dialogue with the surrounding communities.

For more information, refer to “— B. Business Overview — 2.1.7.2. North America”, above.

7.4.3.TOTAL and the Arctic

The Group is involved in various projects, including in Norway (Snøhvit, active exploration in the Barents Sea) and in Russia (Kharyaga, Yamal LNG, Termokarstovoye, Bazhenov).

According to a survey published by the United States Geological Survey (USGS) in 2012, the Arctic might hold 13% of the world’s undiscovered conventional oil resources and 30% of its undiscovered gas resources. These substantial resources could help to meet the growing demand for energy in the coming decades.

For exploration and production in the Arctic, major challenges must be overcome given the difficult weather and oceanographic conditions, logistical constraints and the nature of the technologies to be deployed in a particularly sensitive ecosystem.

TOTAL currently does not conduct any exploration activities in oil fields under the ice cap.

84TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

At the same time, TOTAL is involved in research related to specific issues in the Arctic, in particular through its “Grands froids” (extreme cold) R&D program. TOTAL is also involved in the Joint Industry Program, which brings together oil companies and scientific organizations to study ways of preventing, detecting and responding to accidental pollution by hydrocarbons.

7.4.4.TOTAL and Western Sahara

Off the coast of Western Sahara, in December 2011 Morocco awarded a reconnaissance contract for the Anzarane Offshore Block to the Office National Marocain des Hydrocarbures et des Mines (ONHYM — National Moroccan Bureau of Petroleum and Mines) and Total E&P Maroc. This contract was extended until December 2015 in order to assess the oil and gas potential of this large area of 100,000 km2.

A reconnaissance contract is not an E&P agreement in that it is limited to geological and geophysical works.

According to independent experts that TOTAL consulted in this regard, the aforementioned geological and geographic works conducted in this area are not legally in breach of international law or the United Nations Charter.

In terms of ethics, in December 2013 Total E&P Maroc and the ONHYM signed two documents: the first was a public joint declaration in which the Moroccan party emphasized its commitment to comply with the principles of the Charter of the United Nations, in particular with regard to consulting local communities and ensuring that they benefit from exploration and production of natural resources. The second was a memorandum of understanding that outlines the action principles related to social responsibility for the exploration period and for any subsequent phases.

In Western Sahara where the Anzarane Offshore Block is located, and wherever it operates, TOTAL complies, within its sphere of activities, with the applicable international laws and standards mentioned in the Group’s Code of Conduct, particularly those related to human rights.

7.5.Reporting scopes and method for social and environmental information

7.5.1.Reporting guidance

The Group’s reporting is based:

for social indicators, on a practical handbook titled “Corporate Social Reporting Protocol and Method”;

for industrial safety indicators, on the Corporate Guidance on Event and Statistical Reporting; and

for environmental indicators, on a Group reporting procedure, together with segment-specific instructions.

These documents are available to all TOTAL companies. Abridged versions of the environmental and social reporting handbooks can be downloaded from the TOTAL website under the “publications” heading. The complete versions can be consulted at Corporate headquarters, in the relevant departments.

7.5.2.Scopes

In 2013,2014, environmental reporting covered all activities, sites and industrial assets in which TOTAL, directly or through one of its subsidiaries, is the operator (either(i.e., either operates or contractually manages the operations) as of December 31, 2013. Equity greenhouse2014. Greenhouse gas (GHG) emissions “based on the Group’s equity interest” are the only data which are published onfor the “equity” perimeter.“equity interest” scope. This perimeter,scope, which is different from the “operated domain” mentioned above, includes all the assets in which TOTAL has a

financial interest with rights over all or part of the production (financial interest without operational responsibility nor rights on all or part of the production do not lead to the incorporation of GHG emissions).

Safety reporting covers all TOTAL employees, as well as employees of contractors working at Group-operated sites.sites and employees of transport companies under long-term contracts. Each

2013 Form 20-F TOTAL S.A.71


Item 4 - Other Matters

site submits its safety reporting to the relevant business unit. The data is then consolidated at the business level and every month at the CorporateGroup level. In 2013,2014, the Group safety reporting scope covered 528539 million hours worked, equivalent to around 310,000approximately 300,000 people.

TheReporting on occupational diseases reportingillnesses covers only the GroupGroup’s personnel and diseases areillnesses reported according to the regulationregulations applicable in the country of operation of each entity. Each site sends its reporting on occupational diseasesillnesses to the operational entity it reports to. Statistics are consolidated at sectorbusiness segment level and reported to the Group once a year.

Social reporting is based on two resources – the Global Workforce Analysis and the Worldwide Human Resources Survey.

TheGlobal Workforce Analysis is conducted twice a year, on June 30 and December 31, in all fully consolidated companies ownedat least 50% or moreowned and consolidated by the global integration included in this Annual Report.method. The survey mainly covers worldwide workforces, hiring under permanent and fixed-term contracts (non-French equivalents ofcontrats à durée déterminée ou indéterminée), nationality, and as well as employee hires and departures.turnover. This survey produces a breakdown of the workforce by gender, professional category (managers and other employees), age and nationality.

TheWorldwide Human Resources Survey is an annual survey which comprises approximately 100 indicators in addition to those used in the Global Workforce Analysis. The indicators are selected in cooperation with the businessesbusiness segments and cover major components of the Group Human Resources policy, such as mobility, career management, training, employee dialogue, Code of Conduct application, health, compensation, retirement benefits and insurance. The survey covers a representative sample of the consolidated perimeter.scope. The data published in this Annual ReportRegistration Document are extracted from the most recent survey, carried out in December 20132014 and January 2014; 1492015; 147 companies, operating in fifty-nine countries, representing 90%91% of the consolidated Group workforce operating in 58 countries,(90,949 employees) replied to the survey. Both surveys are conducted using the same information system introduced at TOTAL at the end of 2003, and undergo similar internal control and validation processes.

 

7.5.2.1.

Consolidation method:method In the scopes defined above, industrial safety and social data are fully consolidated. Environmental indicators consolidate 100% of the emissions of Group operated sites for the “operated” indicators. GHG are also published in equity share, that is the consolidation of the Group part of emissions for all assets in which the Group has a financial interest or rights to production.

For the scopes defined above, safety indicators and social data are fully consolidated. Environmental indicators consolidate 100% of the emissions of Group operated sites for the “operated” indicators. GHG emissions are also published on an equity interest basis,i.e., by consolidating the Group share of the emissions of all assets in which the Group has a financial interest or rights to production.

7.5.2.2.

Changes in scope:scope For social and environmental indicators, the indicators are calculated on the basis of the perimeter of the Group as of December 31, 2013.

For social and environmental indicators, the indicators are calculated on the basis of the perimeter of the Group as of December 31, 2014. For safety indicators, acquisitions are taken into account as soon as possible and at the latest on January 1 of the following year, and divestments are taken into account at the end of the quarter preceding their effective date of implementation. Restatement of previous years published data, unless there is a specific statement, is now limited to changes of methodology.

2014 Form 20-F TOTAL S.A.85


Item 4 - C. Other Matters

7.5.3.Principles

7.5.3.1.Indicator selection and relevance

The data published in this annual report are intended to inform stakeholders about TOTAL’s Corporate Social Responsibility performance for the year in question. The environmental indicators include Group performance indicators in line with the IPIECA reporting guidance, updated in 2010. The indicators have been selected in order to monitor:

TOTAL’s commitments and policies, and their effects in the safety, environment, social, etc., domains;

performance relative to TOTAL’s main challenges and impacts; and

information required by legislative and regulatory obligations (article L. 225-102-1 of the French Commercial Law).

7.5.3.2.Terminology used in social reporting

Outside of France, management staff refers to any employee whose job level is the equivalent of 300 or more Hay points. Permanent contracts correspond tocontrats à durée indéterminée (CDI) and fixed-term contracts tocontrats à durée déterminée (CDD), according to the terminology used in the Group’s social reporting.

Managed scope: all subsidiaries in which one or more Group companies own a stake of 50% or more, i.e., 496 companies in 125 countries as of December 31, 2014.

Consolidated scope: all companies fully consolidated by the global integration method,i.e., 350 companies in 104 countries as of December 31, 2014.

Employees present: employees present are employees on the payroll of the consolidated scope, less employees who are not present,i.e., persons who are under suspended contract (sabbatical, business development leave, etc.), absent on long-term sick leave (more than six months), assigned to a company outside the Group, etc.

 

7.5.3.3.

PrinciplesMethods

Indicator selection and relevance: The data published in the Registration Document are intended to inform stakeholders about TOTAL’s Corporate Social

Responsibility performance for the year in question. The environmental indicators include Corporate performance indicators in line with the IPIECA reporting guidance, updated in 2010. The indicators have been selected in order to track:

¡

TOTAL’s commitments and policies, and their effects in the domainsThe methods may be adjusted to reflect the diversity of TOTAL’s activities, recent integration of safety, environment, social, etc.);

¡

performance relative to TOTAL’s principal challenges and impacts; and

¡

information required by legislative and regulatory obligations (article L. 225-102-1 of the French Commercial Law, such as modified in 2010 by article 225 of the Grenelle II law).

Terminology used in social reporting: Outside of France, management staff (cadre) refers to any employee whose job level is the equivalent of 300 or more Hay points. Permanent contracts correspond tocontrats à durée indéterminée (CDI) and fixed-term contracts tocontrats à durée determinée (CDD), according to the terminology used in the social reporting.

Managed Scope: all subsidiaries, lack of regulations or standardized international definitions, practical procedures for collecting data, or changes in which one or more Group companies own a stake of 50% or more,i.e., 496 companies in 124 countries as of December 31, 2013.

Consolidated Scope: all subsidiaries fully consolidated as in the Registration Document,i.e., 355 companies in 101 countries as of December 31, 2013.methods.

 

7.5.3.4.

Methods: The methods may be adjusted to reflect the diversity of TOTAL’s activities, recent integration of subsidiaries, lack of regulations or standardized international definitions, practical procedures for collecting data, or changes in methods.

Consolidation and internal controls:controls Environmental, social and Industrial Safety data are consolidated and checked by each business unit and business segment, and then at Corporate

Environmental, social and industrial safety data are consolidated and checked by each business unit and business segment, and then at Group level. Data pertaining to certain specific indicators are calculated directly by the business segments. These processes undergo regular internal audits.

7.5.4.Details of certain specific indicators are calculated directly by the business segments. These processes undergo regular internal audits.

 

7.5.4.1.Industrial safety definitions and indicators

TRIR (Total Recordable Injury Rate): number of recorded injuries per million hours worked.

LTIR (Lost Time Injury Rate): number of lost time injuries per million hours worked.

SIR (Severity Injury Rate): average number of days lost per lost time injury.

Employees of external contractors: any employee of a service provider working at a Group-operated site or assigned by a transport company under a long-term contract.

Tier 1: indicator of the number of loss of primary containment as defined in standards API 754 (for downstream) and IOGP 456 (for upstream).

Near miss: event which, under slightly different circumstances, could have resulted in a serious accident. The term “potential severity” is used for near misses.

Incidents and near misses are assessed in terms of actual or potential severity based on a scale that consists of six levels. Events with an actual or potential severity level of four or more are considered serious.

7.5.4.2.Environmental indicators

Personnel in charge of the environment: means the persons in charge of the environment in the HSE departments of the sites and of the functional entities and, if any, the staff of research centers working on this theme, the laboratories of sites (for environmental analysis), effluent liquid and gaseous emission processing departments, the department responsible for the management (and possibly internal processing) of waste, and the departments and entities charged with remediation of sites.

ISO sites: sites covered by an ISO 14001 certificate that is valid, some certificates may cover several sites.

Fresh water: water with salinity below 1.5 g/l.

Hydrocarbon spills: spills with a volume greater than 1 barrel (159 liters) are counted. These are accidental spills of which at least part of the volume spilled reaches the natural environment (including non-waterproof ground). Spills resulting from sabotage or malicious acts are included. Spills which remain in a confined watertight containment system are excluded.

Waste: the contaminated soil excavated and removed from active sites to be treated externally is counted as waste. However, drilling debris, mining cuttings or soil polluted in inactive sites are not counted as waste.

 

Details of certain environmental indicatorsGHG

Personnel in charge of the environment: it is a matter of identifying the persons in charge of the environment in the HSE departments of the sites, and if any, the staff of research centers working on this theme, the laboratories of sites (for environmental analysis), effluent liquid and gaseous emission processing departments, the department responsible for the management (and possibly internal processing) of waste, departments and entities charged with rehabilitation of sites.

ISO sites: sites covered by an ISO 14001 certificate that is valid, some certificates covering several sites.

Fresh water: water with salinity below 1.5 g/l.

Hydrocarbon spills: spills with a volume greater than 1 b (159 l) are counted. These are accidental spills of which at least part of the volume spilt reaches the natural environment (including nonwaterproof ground). Spills resulting from sabotage or malicious acts are included. Spills which remain in a confined watertight containment system are excluded.

Waste: the contaminated soil excavated and removed from active sites to be treated externally is counted as

72TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

waste. But drilling debris, mining cuttings or soil polluted in inactive sites are not counted as waste.

GHG: the six gases of the Kyoto protocol, are counted, which are CO2, CH4, N2O, HFCs, PFCs and SF6, with their respective GWP (Global Warming Potential) as described byin the 19952007 GIEC report.

 

GHG Scope 2:based on the emission factors applied are world averages: 3.2 Mt CO2-eq/Mtep for steam and 0.4 t CO2-eq/MWh for electricity. This reporting is only applicable to the operated perimeter.

GHG inGroup’s equity share:interest: GHG emissions of non-significant assets are excluded, fori.e., assets in which the GroupGroup’s equity shareinterest is less than 10% and for which emissions inthe Group share of emissions are less than 50 kt CO2-eq/year. TOTAL relies on the information provided by its partners who operate its non-operated assets. In cases where this information is not available, estimates are made based on past data, budget data or bypro rata with similar assets.

Material loss rate: this rate corresponds to the net sum of materials extracted or consumed which are neither auto-consumed energy nor sold to a client, divided by the sum of transformed material. In the case of Exploration & Production, this rate is calculated by the ratio of the sum of identified losses to the sum of extracted materials. Petrochemicals considers that this new indicator is not yet sufficiently reliable for its activities to be published.

Oil spill preparedness:

 

Material loss rate: this rate corresponds to the net sum of materials extracted or consumed which are neither auto-consumed energy nor sold to a client, divided by the sum of transformed material. In the case of Exploration & Production, this rate is calculated by the ratio of the sum of identified losses to the sum of extracted materials. Petrochemicals considers that this new indicator is not yet sufficiently reliable to be published.

Oil spill preparedness:

¡ 

An oil spill scenario is deemed “important” as soon as its consequences are on a small scale and with limited impacts on the environment (orders of magnitude of several hundred meters of beaches impacted, and several tons of hydrocarbons, typically).;

 ¡ 

An oil spill preparedness plan is deemed operational if it describes the alert mechanisms, if it is based on pollution scenarios that stem from the risk analyses and if it describes mitigation strategies that are adapted to each scenario, if it defines the technical and organizational

86TOTAL S.A. Form 20-F 2014


Item 4 - C. Other Matters

means, internal and external, to be implemented and, lastly, if it mentions elements to be taken into account to implement a follow-up of the environmental impacts of the pollution.pollution; and

 ¡ 

Oil spill preparedness exercise: only exercises conducted on the basis of one of the scenarios identified in the oil spill preparedness plan and which are played out until the stage of equipment deployment of equipment are countedincluded for this indicator.

Research & Development

Certain R&D initiatives of the Group are set forth below. For additional information on the Group’s R&D, see “Item 5. Research and Development”.

Upstream segment

Exploration & Production:In addition to continuously optimizing the development of deep-offshore projects and gas resources, TOTAL continues to improve its computing, exploration, seismic acquisition and processing tools over 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.

R&D activity has been intensified in the field of unconventional resources, with a strong focus on water management throughout the production cycle and the search for alternatives to hydraulic fracking.

A new direction is being taken to carry out deep offshore operations in even deeper waters, on the one hand, and at greater distances for multiphase production transport, on the other hand, which is fully in line with the ambitious goals of Exploration & Production and supports major technology-intensive assets such as Libra in Brazil.

Enhancing oil recovery from mature reservoirs and recovery of heavy oil and bitumen with lesser environmental impacts are also subjects involving very active research. In particular, new technologies for the exploitation of oil shales by pyrolysis are being developed, bothin situ andex situ.

The oxycombustion CO2 capture and storage project in the depleted Rousse reservoir in Lacq (France) is now in the monitoring phase following the injection phase, which ended in April 2013. 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.

Finally, water management and the production of hydrocarbons are still the subject of increased R&D activities. This subject is now part of a larger program dedicated to acceptability.

Gas & Power:The program to develop new LNG solutions is continuing.

Refining & Chemicals segment

Refining & Chemicals:The aim of R&D is to support the medium and long-term development of Refining & Chemicals. In doing so, it contributes to the technological differentiation of this business through the development, implementation and promotion of effective R&D programs that pave the way for the industrialization of knowledge, processes and technologies.

In line with the Refining & Chemicals strategy, R&D places special emphasis on the following four major challenges: take advantage of different types of feedstock, optimize the value of assets, continue to develop innovative products, and develop bio-sourced products. The medium-term strategy of the project portfolio and its deployment plan will facilitate Refining & Chemicals’ technological differentiation.

To take advantage of different types of feedstock, R&D activities related to the processing of more diversified crudes have increased significantly through a better understanding of the effect that feedstocks have on equipment and processes at the molecular level. R&D is launching ambitious new programs to develop various technologies for producing liquid fuels, monomers and intermediates from gas.

R&D is developing know-how and technologies with a view to optimizing the value of assets. Its efforts mainly involve programs focusing on the flexibility and availability of facilities. Advanced modeling of feedstocks and processes helps the units overcome their processing-related constraints and operate in real time with these constraints

 

 

2013 Form 20-F TOTAL S.A.73


Item 4 - Other Matters

in mind. Research conducted on catalysts is helping to increase their resistance to poisons, improve catalytic stability and extend cycle time at a lower cost. Programs are being set up to maximize the value of heavy residues.

In response to concerns related to social and environmental acceptability, R&D focuses its efforts on reducing emissions, with the aim of ensuring that the facilities’ environmental impact is limited. In anticipation of problems that arise over the long term and the value of CO2, R&D is developing technologies to significantly reduce greenhouse gas emissions through the use of carbon capture and conversion.

Product innovation is a key aspect of research on polymers. R&D draws on its knowledge of metallocenes and bimodality to develop different types of mass consumption polymers which have exceptional properties that allow them to replace heavier materials and compete with technical polymers. Value-added niche polymers are also being developed, whether in the form of blends, compounds or composites. Efforts to diversify into “green” products are focused mainly on bioproducts endorsed by the market: biomonomers, biointermediates and biopolymers. R&D is banking on polylactic acid for the market launch of new polymers that boast improved properties. In addition, the development of blends, compounds and composites broadens the scope of application of polylactic acid-based polymers.

With regard to biofuels, R&D has focused its efforts on gasification and coprocessing to produce liquid fuels from biomass. R&D is also particularly mindful of issues related to blends and product quality raised by the use of biomolecules.

The efficient use of resources and the management of plastics at the end of their useful life are topics of growing interest. R&D is therefore developing technologies that enable plastics to be used more efficiently as feedstock.

Specialty Chemicals:R&D has strategic importance for the Specialty Chemicals. It is closely linked to the needs of subsidiaries and industrial customers.

Hutchinson’s R&D is built around two key areas: materials, with the development of next-generation thermoplastic alloys and high-performance rubber formulas, as efforts to protect the environment create new opportunities; and a shift from products to systems, based on advanced functions such as thermal and acoustic management.

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.

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.

8.

Marketing & Services segmentCuba, Iran and Syria

 

Marketing & Services: In 2013, in response to the roadmap and the new scope of Marketing & Services, R&D reorganized its business areas. In anticipation of changes in technologies, the main lines of research involve the design of new higher-quality,high-performance products to support the international development of the businesses: fuel economy (fuels, lubricants, additives), energy efficiency (bitumen), anticipation of regulatory changes (marine lubricants) and blending of bio-sourced molecules (aviation fuels and special fluids).

The development of the future range of Excellium fuels, which focus mainly on fuel economy and “engine” cleanliness, has made it possible to validate and integrate new molecules (friction modifier/anti-lacquering) as well as a new detergent technology developed in-house.

The Fuel Eco lubricant range was expanded with many new products added to comply with the specifications of manufacturers targeted by the Total Lubrifiants business line. New marine lubricants for two-stroke engines are being developed to anticipate changes in fuel (very low sulfur rate in coastal areas) and emissions requirements.

To meet energy efficiency requirements by reducing application temperatures, a new bitumen has been developed and released on the European market. The formulation of a sulfur-free specialty bitumen, aimed at reducing users’ exposure to H2S, is continuing.

New formulations of broader spectrum cold flow properties additives that include an exclusive booster for distillates have been developed and are being sold. The multi-partner CAER (alternative aviation fuels) project certified by the Directorate General for Aviation has been launched. The aim of this project is to understand the behavior of new components, from upstream logistics to downstream turbojet operation.

The conditions related to the hydroprocessing of local feedstocks were determined based on future special fluids production units and the initial tests on renewable feedstock pilot programs.

Finally, researchers have also demonstrated their know-how and expertise in the competitive arena by developing brand new products (fuels and lubricants for racing teams that were again world champions in 2013), products and technologies that are later adapted to consumer products.

New Energies: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.

Energy production from biomass is the other major R&D challenge in the development of New Energies. Through

74TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

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.

Environment

Environmental issues are important throughout the Group and are taken into account in all R&D projects. R&D’s effort is to ensure optimum management of environmental risk, particularly as regards:

water management, notably by reducing the use of water from natural continental environments and by lowering emissions in compliance with local, national and international regulations;

reduction of greenhouse gas emissions by improving energy efficiency and the monitoring of carbon capture and storage and the potential effects of CO2 on the natural environment;

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;

changes in the Group’s different products and management of their life cycle, in particular in compliance with the REACH Directive.

Insurance and risk management

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.

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.

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 2013, the net amount of risk retained by ORC after reinsurance was a maximum of $54 million per onshore third-party liability insurance claim, $87 million per offshore 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 $162 million per occurrence.

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:

define scenarios of major disaster risks (estimated maximum loss);

assess the potential financial impact on the Group should a catastrophic event occur;

help to implement measures to limit the probability that a catastrophic event occurs and the financial consequences if such event should occur; and

manage the level of risk from such events to be either covered internally by the Group or transferred to the insurance market.

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).

The amounts insured depend on the financial risks defined in the disaster scenarios and the coverage terms offered by the market (available capacities and price conditions).

More specifically for:

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 2013, 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).

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 2013 for its main refining and petrochemical sites.

For example, for the Group’s highest risks (North Sea platforms and main refineries and petrochemical plants), in 2013 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.

Deductibles for property damage and third-party liability fluctuate between0.1 and10 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. In addition, the main refineries and petrochemical plants bear a combined retention for property damage and business interruption of $50 million per insurance claim.

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.

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.

2013 Form 20-F TOTAL S.A.75


Item 4 - Other Matters

 

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.

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 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.

The major international oil companies in competition with TOTAL are ExxonMobil, Royal Dutch Shell, Chevron and BP. As of December 31, 2013, TOTAL ranked fifth among these companies in terms of market capitalization.(1)

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.

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.

Cuba, Iran and Syria

Provided in this section is certain information relating toconcerning TOTAL’s activities related to Iran in 2014 that is required to be disclosed pursuant to Section 13(r) of the U.S. Exchange Act. In addition, information for 2014 is provided concerning the various types of payments made by Group affiliates to the government of any country identified by the United States as a state sponsor of terrorism (currently, Cuba, Iran, Syria and its presence in Iran and Syria.Sudan(1)) or any entity controlled by those governments. For more information on certain U.S. and EU restrictions relevant to TOTAL in these jurisdictions, see “Item 3. Key Information3 — C. Risk Factors”., above.

 

1.1.

Cuba

In 2013,2014, Marketing & Services had limited marketing activities for the sale of specialty products to non-state entities in Cuba and paid taxes of approximately425,000 $256,000 on such activities. Hutchinson, a Refining & Chemicals affiliate, had limited sales in Cuba of transmission belts for agricultural machinery via a government-controlled intermediary that received a commission of approximately77,000.58,000 (approximately $63,000(2)). In addition, Trading & Shipping purchased hydrocarbons pursuant to spot contracts from a state-controlled entity for approximately101124 million (approximately $134 million) and sold energy optionspaid approximately7 million (approximately $8 million) to this state-controlled entity for approximately4 million.via put option transactions with this entity.

 

1.2.

Iran

Section 13(r) of the SecuritiesU.S. Exchange Act of 1934, as amended, requires the Company to disclose whether it or any of its affiliates

engaged during the 20132014 calendar year in certain Iran-related activities. While neither TOTAL has notS.A. nor any of its affiliates have engaged in any activity that would be required to be disclosed pursuant to subparagraphs (A), (B), or (C), (D)(i) or (D)(ii) of Section 13(r)(1), affiliates of the Company may be deemed to have engaged in certain transactions or dealings with the government of Iran that would require disclosure pursuant to Section 13(r)(1)(D)(iii), as discussed below.

Upstream

The Group has no exploration and production activities in Iran and maintains a local office in Iran solely for non-operational functions. 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 beenwere completed in 2010 and the Group is no longer involved in the operation of these fields. In 2013,2014, Total E&P Iran (100%), Elf Petroleum Iran (99.8%), Total Sirri (100%) and Total South Pars (99.8%) collectively made payments of less thanapproximately0.50.3 million (approximately $0.3 million) to (i) the Iranian administration for taxes and social security contributions concerning the personnel of the aforementioned local office and residual buyback contract-related obligations, and (ii) Iranian public entities for payments with respect to the maintenance of the aforementioned local office (e.g., utilities, telecommunications). TOTAL expects similar payments to be made by these affiliates in 2014, and it did not recognize any

2015. Neither revenues ornor profits were recognized from the aforementioned activities in 2013.

In 2013, as part of its ongoing global strategy for the protection of its intellectual property, TOTAL paid taxes of approximately1,500 to the Iranian national intellectual property office with respect to patents filed in Iran prior to 2013. The Group anticipates paying similar taxes in the future.2014.

Total E&P UK Limited (“TEP UK”), a wholly-owned affiliate of TOTAL, had limited contactsholds a 43.25% interest in 2013 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 betweenin the UK with BP (37%(37.5%, operator), TEP UK (43.25%), BHP Billiton Petroleum Great Britain Ltd (16%) and Marubeni Oil & Gas (North Sea) Limited (3.75%). This joint venture and by TEP UK’s Frigg UK Association pipeline (100%) are parties to agreements (the “Rhum Agreements”) governing certain transportation, processing and operation services provided to a joint venture at the Rhum field in the UK that is co-owned by BP (50%, operator) and the Iranian Oil Company UK Ltd (“IOC”), a subsidiary of NIOC (50%). To TOTAL’s knowledge, noprovision of all services have been provided under the aforementioned agreements sinceRhum Agreements was initially suspended in 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), which arewere permitted by EU sanctions regulations. 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. This agreement was terminated by TEP UK with effect from December 2013 and, prior to that, there had been no purchases under this agreement since November 2010. TEP UK’s contacts with IOC and NICO in 2013 in regard to the aforementioned agreements were limited to exchanging letters and notifications regarding contract administration and declarations of force majeure. TOTAL did not recognize any revenues or profits from the aforementioned in 2013. Furthermore, onOn October 22, 2013, the UK government notified IOC of its decision to apply a temporary management scheme to IOC’s interest in the Rhum field within the meaning of UK Regulations 3 and 5 of the Hydrocarbons (Temporary Management Scheme) Regulations 2013 (the “Hydrocarbons Regulations”). Since that date all correspondence in respect of the IOC’s interest in the Rhum Agreements has been with the UK government in its capacity as temporary manager of IOC’s interests and TEP UK has had no contact with IOC in 2014 regarding the Rhum Agreements. On December 6, 2013, the UK government further authorized TEP UK, among others,

(1)

Source: Reuters.

76TOTAL S.A. Form 20-F 2013


Item 4 - Other Matters

under Article 43a of EU Regulation 267/2012, as amended by 1263/2012 and under Regulation 9 of the Hydrocarbons Regulations, to carry out activities in relation to the operation and production of the Rhum field. As a result, TEP UK does not anticipate having any contacts with IOC in 2014. In addition, on September 4, 2013, the U.S. Treasury Department issued a license to BP authorizing BP and certain others to engage in various activities relating to the operation and production of the Rhum field. TheFollowing receipt of all necessary authorizations, the Rhum field remains shut down, but it is anticipatedresumed production on October 26, 2014 with IOC’s interest in the Rhum field and the Rhum Agreements subject to the UK government’s temporary management pursuant to the Hydrocarbons Regulations. Services have been provided by TEP UK under the Rhum Agreements since that production could restart at some pointdate and TEP UK has received tariff income from BP and the UK government (in its capacity as temporary manager of IOC’s interest in 2014.the Rhum field) in accordance with the terms of the Rhum Agreements. In 2014, these activities generated for TEP UK gross revenue of approximately £1.7 million (approximately $2.5 million) and net profit of approximately £670,000 (approximately $1 million). TEP UK intends to continue such activities so long as they continue to be permissible under UK and EU law and not be in breach of applicable international economic sanctions.

Downstream

The Group does not purchase Iranian hydrocarbons or own or operate any refineries or chemicals plants in Iran.

2014 Form 20-F TOTAL S.A.87

(1)

Since the independence of the Republic of South Sudan on July 9, 2011, TOTAL is no longer present in Sudan.

(2)

All non-USD currencies presented in this section “— 8. Cuba, Iran and Syria” were converted to USD using the prevailing exchange rates available on March 20, 2015.


Item 4 - C. Other Matters

Until December 2012, at which time it sold its entire interest, the Group held a 50% interest in the lubricants retail company Beh Total (now named Beh Tam) along with Behran Oil (50%), a company controlled by entities with ties to the government of Iran. As part of the sale of the Group’s interest in Beh Tam, TOTAL S.A. agreed to license the trademark “Total” to Beh Tam for an initial3-year period for the sale by Beh Tam of lubricants to domestic consumers in Iran. Total E&P Iran (“TEPI”), a wholly-owned affiliate of TOTAL S.A., expects to receive,received, on behalf of TOTAL S.A., annual royalty payments in Rialsof approximately IRR 24 billion (approximately $86 million) from Beh Tam during the period 2014-2016in 2014 for such license. Each payment will beThese payments were based on Beh Tam’s sales of lubricants during the previous calendar year. Representatives of the Group and Beh Tam met twiceseveral times in 20132014 to discuss the local lubricants market and further discussions are expected to take place in the future. TEPI received payments in 2013 from Beh Tam in Rials of approximately2.6 million that corresponded to an outstanding 2011 Beh Total dividend payment and the settling of debts related to the Group’s prior ownership. Similar payments in addition to the royalty payments described above, are expected to be received from Beh Tam in 2014.2015.

Total Marketing Middle East FZE (“TMME”), a wholly-owned affiliate of the Group, which had stopped sales ofsold lubricants to Beh Total at the end of 2012, decided in 2013 to resume such sales to Beh Tam in Iran.2014. The sale in 20132014 of approximately 1884,805 t of lubricants generated gross revenue of approximately1.0 AED 47.6 million (approximately $13 million) and a net profit of approximately0.2 million. AED 9.3 million (approximately $2.5 million). TMME expects to continue such activity in 2014.2015.

Total Oil Turkiye A.S. (“TOT A.S.”), a company wholly-owned by the Group and three Group employees, sold in 2013 approximately 81 t of additives to a privately-held Turkish company not affiliated with the Group, which subsequently sold such additives to Beh Tam for the manufacture of lubricants. This activity generated for TOT A.S. gross revenue of approximately296,000 and a net profit of approximately54,000. TOT A.S. does not expect to continue this activity in 2014.

Total Ethiopia Ltd (“TEL”), an Ethiopian company held 99.99% by the Group and the rest by three Group employees, paid approximately63,000 ETB 154,000 (approximately $7,500) in 20132014 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 expects to stopstopped pursuing this activity in May 2014.

Total Belgium NV (“Total Belgium”), a company held 99.99% by the Group and the rest by an individual, provided in early 2013 fuel payment cards to Iranian diplomatic missions in Belgium for use in the Group’s service stations. In 2013, these activities generated gross revenue of approximately27,500 and net income of approximately550. The company terminated this contractual agreement in 2013. In addition, Total Belgium supplied approximately 11,000 liters of heating fuel (gasoil) to the Iranian Embassy in Brussels. In 2013, this activity generated gross

revenue of approximately9,500 and net income of approximately1,500. Such supply arrangements ceased in December 2013 and there are no plans to resume such supply.

Total Deutschland GmbH (“Total Deutschland”), a German company wholly-owned by the Group, provided in 20132014 fuel payment cards to Iranian diplomatic missions in Germany for use in the Group’s service stations. In 2013,2014, these activities generated gross revenue of approximately4,4002,350 (approximately $2,540) and a net profit of approximatelyless than50.50 (less than $54). Total Deutschland is in the process of terminating this arrangement.terminated these arrangements effective April 30, 2014.

In addition, the Group holds a 50% interest in, but does not operate, Samsung Total Petrochemicals Co. LtdMarketing Services (“STC”TMS”), a South Korean incorporated joint venture with Samsung General Chemicals Co., Ltd. (50%). In reliance on the exemptionFrench company wholly-owned by TOTAL S.A. and six Group employees, provided in Section 1245(d)(4)(D) of the National Defense Authorization Act (NDAA) announced on December 7, 2012, STC purchased approximately 150,000 t of condensates in early 2013 directly or indirectly from companies affiliated with2014 fuel payment cards to the Iranian governmentembassy in France for use in the Group’s service stations. In 2014, these activities generated gross revenues of approximately94 million. As such condensates are used by STC as inputs for its manufacturing processes, it is not possible to estimate the revenues from sales or30,200 (approximately $32,700) and net income attributableof approximately1,100 (approximately $1,200). TMS expects to such purchases. STC stopped such purchasescontinue this activity in March 2013.2015.

Caldeo, a French company wholly-owned by TMS, sold in 2014 domestic heating oil to the Iranian embassy in France, which generated gross revenues of approximately6,300 (approximately $6,800) and net income of approximately300 (approximately $325). Caldeo expects to continue this activity in 2015.

 

1.3.

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 functions. In 2013,2014, TOTAL made payments of approximately0.50.35 million (approximately $0.38 million) to Syrian government agencies in the form of taxes and contributions for public services rendered by the Syrian public sector in relation to the maintenance of the aforementioned office and its personnel. In late 2014, the Group initiated a downsizing of its Damascus office and reduced its staff to a few employees.

9.Organizational Structure

TOTAL S.A. is the parent company of the TOTAL Group. As of December 31, 2013,2014, there were 898903 consolidated subsidiaries,companies, of which 809818 were fully consolidated and 8985 were accounted for under the equity method.For a list of the principal consolidated subsidiaries of the Company, see Note 35 to the Consolidated Financial Statements.method.

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 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.

Significant changes in the Group’s interests in listed companies in 2011, 2012 and 2013

TOTAL’s interest in Novatek

In March 2011, TOTAL signed 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 acquired its 12.09% capital interest in Novatek in April 2011 by purchasing shares from Novatek’s two major shareholders. Further to this transaction, TOTAL is now represented on the Novatek Board of Directors.

TOTAL raised its stake to 14.09% in December 2011, by acquiring an additional 2% capital interest in Novatek from its two major shareholders, in the frameworkAn exhaustive list of the agreement concludedcompanies consolidated by TOTAL S.A. is provided in March 2011.a summary table in Note 35 to the Consolidated Financial Statements.

 

 

10.
2013 Form 20-F TOTAL S.A.77Property, Plant and Equipment


Items 4 - 5

 

In 2012 and 2013, TOTAL proceeded to the acquisition of shares in Novatek on a gradual basis. As of December 31, 2013, TOTAL held, through its subsidiary Total E&P Arctic Russia, 515,067,590 shares out of a total of 3,036,306,000 outstanding shares, representing 16.96% of Novatek’s share capital and voting rights.

TOTAL’s interest in SunPower

In April 2011, SunPower, an American company listed on the NASDAQ, and TOTAL signed 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 in June 2011.

TOTAL also signed in 2011 a 5-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 5-year term.

In January 2012, TOTAL’s interest in SunPower increased to 66% as the result of capital increase coinciding with the Tenesol transaction.

As of December 31, 2013, TOTAL held, through its subsidiary Total Gas & Power USA, 78,576,682 shares out of a total of 121,535,913 outstanding shares, representing 64.65% of SunPower’s share capital and voting rights.

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.

Property, Plant and Equipment

TOTAL has freehold and leasehold interests in numerous countries throughout the world, none of which is material to TOTAL. See “—

“— B. Business Overview — Upstream”2. Upstream segment” for a description of TOTAL’s reserves and sources of oil and gas.

 

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

88TOTAL S.A. Form 20-F 2014


Items 5 - Overview

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

This section is the Company’s analysis of its financial performance and of significant trends that may affect its future performance. It should be read in conjunction with the Consolidated Financial Statements included elsewhere in this Annual Report. The Consolidated Financial Statements are prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU.

This section contains forward-looking statements which are subject to risks and uncertainties. For a list of important factors

that could cause actual results to differ materially from those expressed in the forward-looking statements, see “Cautionary Statement Concerning Forward-Looking Statements” on page iv.iii.

Effective January 1, 2014, TOTAL changed the presentation currency of the Group’s Consolidated Financial Statements from the Euro to the US Dollar and applied IFRIC 21. Comparative 2013 and 2012 information has been restated. For more information, see the Introduction to the Consolidated Financial Statements.

 

 

 

OVERVIEW

 

 

 

TOTAL’s results are affected by a variety of factors, including changes in crude oil and natural gas prices as well as refining and marketing margins, which are all generally expressed in dollars, and changes in exchange rates, particularly the value of the euro compared to the dollar. Higher crude oil and natural gas prices generally have a positive effect on the income of TOTAL, since its Upstream oil and gas business benefits from the resulting increase in revenues realized from production. Lower crude oil and natural gas prices generally have a corresponding negative effect. The effect of changes in crude oil prices on TOTAL’s Refining & Chemicals and Marketing & Services activities depends upon the speed at which the prices of refined petroleum products adjust to reflect such changes. As TOTAL reports its results in euros, but conducts its operations mainly in dollars, the effect of an increase in crude oil and natural gas prices is partly offset by the effect of the variation in exchange rates during periods of weakening of the dollar relative to the euro and strengthened during periods of strengthening of the dollar relative to the euro. TOTAL’s results are also significantly affected by the costs of its activities, in particular those related to exploration and production, and by the outcome of its strategic decisions with respect to cost reduction efforts. In addition, TOTAL’s results are also affected by general economic and political conditions and changes in governmental laws and regulations, as well as by the impact of decisions by OPEC on production levels. For more information, see “Item 3. Key Information3 C. Risk Factors” and “Item 4. Information on the Company4 — C. Other Matters”.

The year 20132014 was marked by the end of the recessionsharp decline in the euro zoneoil prices in the second quarter andhalf, which continued in early 2015. Brent oil prices ended the year 2014 below $60/b(1) after a long period of stability of emerging countries. This improvementat around $110/b, due to a substantial increase in oil supply while growth in demand was mitigated inlower than expected. At the third quartersame time, the euro was driven down against the dollar by the impacts of significant exchange rate fluctuations in emerging markets and the budget debateSeptember 2014 FED decision in the United States.States and the anticipation of the decisions of the European Central Bank that was eventually taken in January 2015.

In this context, globalGlobal oil demand rose sharplyincreased by +1.1+0.6 Mb/d(1), compared to +0.8with +1.1 Mb/d in 2012, driven2013, which was lower than anticipated primarily due to a slowdown in Chinese growth. Global oil supply rose significantly in 2014 by demand+1.9 Mb/d after a moderate increase of +0.4 Mb/d in 2013. Growth in production was mainly due to a dramatic increase of unconventional production in North America. Brent oil prices thus averaged $99.0/b in 2014 compared with $108.7/b in 2013.

In Asia, where the gas price is indexed to oil, prices dropped steeply in the second half of the year and the Middle East. Globalannual price averaged $14/Mbtu, compared with $16/Mbtu in 2013. Gas prices in Europe were affected by a very mild winter in 2013-2014 and fell by more than 20% to $8/Mbtu. Finally, American gas, highly abundant due to shale gas development, was cheaper at $4/Mbtu on average over the year. In the downstream, the year was marked by volatile refining margins. The margins were very low in the first

half of the year and almost tripled in the second half, benefiting from the fall in Brent oil suppliesprices. On an annual average, the margins remained low due to overcapacity, particularly in Europe, and the Group’s European Refining Margin Indicator (“ERMI”) was $18.7/t in 2014 compared with $17.9/t in 2013. Petrochemicals margins were up moderatelyvery good in 2014, particularly in the United States, supported by falling raw material prices, while the polymer market remained favorable. The environment for Marketing & Services was less favorable than in 2013, by +0.4 Mb/d after an increase of +2.3 Mb/dparticularly in 2012. Market supplies remained adequatethe European networks.

In this environment, TOTAL’s net income (Group share) amounted to $4,244 million, down 62% from $11,228 million in 2013, mainly due to the increaseimpacts of the inventory valuation effect and special items, including, in non-conventionalview of the economic environment at year-end, the impairment by the Group of certain assets in the fourth quarter 2014 (approximately $6.5 billion after tax), primarily in oil productionsands in North America, whereas the persistence of geopolitical factors,Canada, unconventional gas particularly in Libya, Nigeria and Iraq, put a strain on OPEC production. The oil market environment in 2013 therefore remained relatively stable with a Brent price of $108.7/b compared to $111.7/b in 2012.

Gas spot prices remained stable in Asia in 2013, sustained by demand, and averaged $16/Mbtu. In Europe, gas spot prices increased by more than 20% from $9/Mbtu in 2012 to $11/Mbtu in 2013. Similarly, after a sharp drop due to the abundant supply of natural gas following the development of shale gas, gas spot prices in the United States rose by more than 30%and European refining (as further detailed in “— Results 2012-2014 — Group results 2014 vs. 2013”, below).

As further described in “— Results 2012-2014 — Group results 2014 vs. 2013”, below, adjusted net operating income from the Upstream segment in 2014 was $10,504 million compared to $12,450 million in 2013, averaging $4/Mbtua decrease of 16%, which was due essentially to the decrease in the average realized price of hydrocarbons. Adjusted net operating income from the Refining & Chemicals segment in 2014 was $2,489 million, an increase of 34% compared to $3/Mbtu2013, while the refining margin increased by only 4%. The synergies and efficiency plans supported the ability of the segment to adapt to the lower European margins in 2012.

In the downstream, 2013 saw a sharp decline in European refining margins, which was partly offset byfirst half of 2014 and subsequently to take advantage of a more favorable refining and chemicals environment in the second half of the year. The petrochemicals environment. Givenenvironment was more favorable in 2014, especially in the effectUnited States. Adjusted net operating income from the Marketing & Services segment in 2014 was $1,254 million, a decrease of over-capacities,19% compared to 2013. This decline was mainly due to weather conditions in the continued high Brent pricefirst half in Europe, and sluggish demand,lower margins in 2014, notably in the European network.

Acquisitions were $2.5 billion, comprised principally of the acquisition of an interest in the Elk and Antelope discoveries in Papua New Guinea, the acquisition of an additional stake in OAO Novatek(2) and the carry on the Utica gas and condensate field in the United States. Asset sales were $4.7 billion(3), comprised essentially of the sale of interests in Shah Deniz and the associated pipelines in Azerbaijan, Block 15/06 in Angola, the Cardinal midstream assets in the United States and GTT (Gaztransport & Technigaz).

 

(1)

IEA data, excluding biofuels and refining gains.

 

782014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 201389

(1)

EIA’s estimates, production including crude oil, condensates, LPGs, unconventional oils and other sources.

(2)

The Group held an 18.24% stake in OAO Novatek as of December 31, 2014.

(3)

Excluding other transactions with non-controlling interests.


Item 5 - Operating and Financial Review and Prospects

Overview

European Refining Margin Indicator (“ERMI”)(1) was $17.9/t in 2013, comparedInvestments excluding acquisitions amounted to $36.0/t in 2012. For their part, petrochemical margins in Europe and the United States increased during the year by approximately 25% on average as a result of lower raw material prices (naphtha in Europe and Asia, ethane and LPG in the United States).

In this environment, TOTAL’s net income(Group share) amounted to8.4 billion, down20% from 2012. This result essentially reflects the decrease in net income of the Upstream segment, which was partly offset by the increase in net income of Marketing & Services.

The Upstream segment’s adjusted net operating income reached9.4$26 billion in 2013, a 16% decrease2014, down $2 billion from the previous year, impacted by a less favorable production mix, an increase in technical costs, especially exploration expenses, and an increase in the effective tax rate. In 2013, the Refining & Chemicals segment benefited from the concrete effects of the synergy and operational efficiency plans and a more favorable petrochemicals environment. This helped offset the sharp decline in refining margins in Europe and allowed adjusted net operating income to remain stable compared with 2012. Finally, the Marketing & Services segment recorded a 39% increase in adjusted net operating income compared with 2012, thanks in particular to improved performance in New Energies, which posted significant losses in 2012, and overall growth in marketing of petroleum products, driven mainly by emerging markets.

Acquisitions were3.4 billion in 2013, comprised essentially of the acquisition of a 20% stake in the Libra field in Brazil, an additional 6% stake in the Ichthys project in Australia, an additional 1.6% stake in Novatek(2), the carry agreement in the Utica shale gas and condensates field in the United States and the bonus for exploration licenses in South Africa, Mozambique and Brazil. Asset sales totaled3.6 billion, comprised essentially of the sale of TIGF, a 25% stake in the Tempa Rossa field in Italy, the 49% interest in the Voyager upgrader project in Canada, fertilizer operations and all the Exploration & Production assets in Trinidad and Tobago. Thus, of the $15-20 billion(approximately12-15 billion) in sales targeted for the 2012-2014 period, the Group had already sold $13 billion(3)(approximately10 billion) in assets at the end of 2013(4).

As announced, the intensive investment phase aimed at transforming the Group’s production profile by 2017 reached a peak of $28 billion (21.3 billion) in 2013. TOTAL financed its investments and dividends while maintaining a soundsolid balance sheet and ended 20132014 with a net-debt-to-equity ratio of 31.3%, compared to 23.3% in 2013. The increase is partly due to the higher level of net debt linked to equitylower cash flow from operations as well as the incomplete status on December 31, 2014, of 23%. On the strengthsales of this financial soundnessBostik, Totalgaz and in keeping with its competitive shareholder return policy, the Board of Directors decided to propose at the May 16, 2014 Shareholders’ Meeting a dividend of2.38/share for 2013, which represents a 3.4% increase for the remaining dividend.

In terms of operations, the Group’s production was impacted by safety issues in LibyaSouth African coal mines, and Nigeria, the effects of which were partly offset by the improved situation in Yemen and by the restart of Elgin-Franklin in the North Sea and OML 58 in Nigeria.

With responsibility and transparency, TOTAL reasserts the utmost priority it givesdue to the safetydecrease in equity linked mainly to variations in foreign exchange and to the impact of operations and its commitment to environmental protection. Thus, theimpairments (as further detailed in “— Results 2012-2014 — Group results 2014 vs. 2013”, below).

The Group further improved its

safety performance, with a 14%16% drop in TRIR(5)(1) compared with 2012.2013. For all of its projects conducted in a large number of countries, the Group also places emphasis on Corporate Social Responsibility (CSR) challenges and the development of local economies.

In the Upstream segment, 2013the year 2014 saw the launchstart-up of major projectsCLOV in Congo, Nigeria, CanadaAngola, which reached its plateau production ahead of schedule and Russiais a testament to the Group’s deep offshore expertise. TOTAL also launched the Kaombo project in Angola after optimizing the project design and reducing the acquisition of interests in high-potential assets, particularly in Brazil with the acquisition of a 20% stake in the Libra field. TOTAL has therefore confirmed its production growth targets and strengthened its prospects beyond 2017.investment by $4 billion. The Group also pursuedcontinued its ambitious exploration program and made large discoveries in the Kurdistan region in Iraq and Argentina. In 2013, the Group continued to extend its oil and gas acreage by obtaining licenses in promising exploration areas, particularly in Iraq, Brazil, Bolivia and South Africa.Côte d’Ivoire, where potential is under review.

In theThe Refining & Chemicals segment’s net income continued to grow and the segment is one year ahead in the implementation of its synergy and operational efficiency plans yielded concrete results that, together with aprograms. Industrial performance improved and helped take full advantage in the second half of the year of the more favorable environment for European refining and attractive petrochemicals environment, enabled this segment to record stable income despite an extremely weak refining environment in Europe. The year 2013 was also marked by the start of production at the SATORP refinery in Saudi Arabiamargins.

Between 2012 and by the announcement of the launch of a major investment program to upgrade the Antwerp platform in Belgium and a project to adapt the petrochemicals platform in Carling, France, in order to restore its competitiveness.

In2014, the Marketing & Services segment increased its market shares in the Group’s strategy isnetworks where it operates from 12% to optimize its operations13% in Europe strengthen its leading positions on the African continent and from 15% to 18% in Africa. TOTAL’s market share in the Middle East and expand its presencelucrative lubricants segment also rose to 4.5% in 2014 compared with 4.2%(2) in 2012. In New Energies, the Group is expanding in the global lubricants market, while at the same time maintaining a profitability targetfield of over 17%. Thus, in 2013, the Group strengthened its leadership in Europe by increasing its network market share with 600 Total Access service stations now deployed in France. TOTAL also continued its expansion in high-growth markets and developed its positions in Egypt and Pakistan. In 2013, the photovoltaic solar energy sector stabilized after twothrough its subsidiary SunPower, which has won tenders in recent years of sharp price decreases. Against this backdrop, New Energies improved its competitiveness and TOTAL and SunPower (64.65%) announced a number of successful initiatives, including the start-up of the California Valley Solar Ranch solar power plant and the launch of new solar power plant projects in Chile and South Africa. SunPower’s net income also benefited from significant cost cutting measures and the improved efficiency of solar panels.

The process initiated in 2004In 2014, TOTAL dedicated $1,353 million to increase R&D budgets continuedresearch and development (R&D), compared with expenditures of949$1,260 million in 2013, up nearly 20% compared2013. The Group continues to 2012, with the aim, in particular, of the continued improvement of the Group’sinvest strongly to improve its technological expertise in the exploration and development of oil and gas resources, andas well as to develop its competencies in the developmentfields of

solar energy, biomass and carbon capture and storage technologies in order to contribute to changes in the evolution of global energy mix.supply.

Outlook

After reaching a peakIn response to the recent fall in the oil price, TOTAL has launched an ambitious mitigation plan. The plan includes significant reductions to organic investments(3), operating costs and the exploration budget, as well as an acceleration of $28its asset sale program.

The Group plans to lower its organic investments by more than 10% from $26.4 billion(approximately21 billion) in 2013, the organic investment budget was reduced to $26 billion(approximately20 billion) in 2014 to $23-24 billion in 2015, by reducing investments in brownfield developments that have become less profitable. For operating costs, the 3-year program targeting savings of $2 billion in 2017 has been reinforced in the Upstream segment from 2015. The initial target of $800 million has been raised to $1.2 billion in 2015, an increase of 50%. The exploration budget has been reduced by about 30%, to $1.9 billion in 2015.

Having achieved its 2012-14 asset sale target of $15-20 billion, TOTAL plans to accelerate its 2015-17 asset sale program of $10 billion by selling $5 billion of assets in 2015, in addition to benefiting from the completion of about $4 billion of asset sales that were already signed and pending at the start of the year.

In the Upstream segment, the Group is focused on the execution and delivery of its major projects and plans eight start-ups this year, of which three already started production in January. These start-ups, plus the new ADCO volumes, will contribute to production growth for the Group of more than 80%8% in 2015.

In addition, refining overcapacity remains an issue in Europe, and the Group is progressing in its restructuring plans by launching a capacity reduction program at its Lindsey refinery in the United Kingdom and will announce a new plan for its refining activities in France in the spring of which will be dedicated2015.

With the decline in oil prices, the petroleum industry has entered a new cycle. In this context, TOTAL is implementing a strong and immediate response generating $8 billion in cash in 2015, thereby reducing its cash break-even point by $40/b without compromising the priority to Upstream. Moreover, allsafety.

Finally, despite intensive investments made for future growth, the Group’s segments are making effortsbalance sheet remains strong, allowing it access to control their investments and reduce their operating costsfinancial markets under very favorable conditions.

As it has demonstrated in the past, TOTAL will make the adjustments necessary to successfully adapt to this period of low prices, while continuingat the same time being prepared to make safety an absolute priority.take advantage of a recovery, for the benefit of its shareholders.

 

 

 

(1)

TOTAL’s margin indicator.

(2)

The Group’s interest in Novatek was 16.96% at December 31, 2013.

(3)

Dollar amounts represent euro amounts converted at the average exchange rate of $1.3281/1 for the full year 2013.

(4)

Including other transactions with minority interests.

(5)

Total Recordable Injury Rate.

2013 Form 20-F TOTAL S.A.79


Item 5 - Operating and Financial Review and Prospects

As discussed above, of the $15-20 billion(approximately12-15 billion) in sales targeted for the 2012-2014 period, the Group had already sold $13 billion(approximately10 billion) in assets at the end of 2013(1). The proposed sales being negotiated and reviewed should enable TOTAL to reach, and possibly exceed, the announced target.

In the Upstream segment, TOTAL confirmed its production growth targets of 2.6 Mboe/d by 2015 and the potential for 3 Mboe/d by 2017. Nearly all the projects needed to achieve these targets are now either in production or in the development phase. In 2014, after the expiration of the ADCO license, production will benefit from a ramp-up of recently started projects and from the start-up of TOTAL-operated projects CLOV in Angola, Laggan-Tormore in the UK and Ofon Phase 2 in Nigeria.

TOTAL is pursuing its ambitious exploration program with a stable budget of $2.8 billion(approximately2.2 billion). This program includes, in particular, high-potential drilling in Brazil, the Kwanza Basin in Angola, Ivory Coast and South Africa.

In the Refining & Chemicals segment, the productivity gains and synergies resulting from the ongoing restructuring should continue in 2014 and contribute, in a constant environment, to the improvement in the segment’s profitability. Also in 2014, the start-up of the last units of the SATORP refinery in Jubail, Saudi Arabia will make this new integrated platform fully operational.

The Marketing & Services segment will develop its positions in the most high-growth markets and continue to optimize its positions in Europe. New Energies, at breakeven in 2013, should continue to benefit from ongoing efforts at SunPower focusing on productivity, development and innovation.

Since the start of the year 2014, the environment has remained favorable in the upstream, while refining margins have continued to deteriorate significantly in Europe.

The Group confirms its commitment in favor of a competitive policy for returns to shareholders, in keeping with its objective of sustainable growth.

CRITICAL ACCOUNTING POLICIES

 

 

 

A summary of the Group’s accounting policies is included in Note 1 to the Consolidated Financial Statements. Management believes that the application of these policies on a consistent basis enables the Group to report useful and reliable information about the Group’s financial condition and results of operations.

The preparation of financial statements in accordance with IFRS requires the executive 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. Management reviews these estimates and assumptions on an ongoing basis, by reference to past experience and various other factors considered as reasonable which form the basis for assessing the carrying amount of assets and liabilities. Actual results may differ significantly from these estimates, if different assumptions or circumstances apply.

Lastly,

90TOTAL S.A. Form 20-F 2014

(1)

Total Recordable Injury Rate.

(2)

Company data.

(3)

Investments excluding acquisitions and including changes in non-current loans.


Item 5 - Critical Accounting Policies

Furthermore, where the accounting treatment of a specific transaction is not addressed by any accounting standardsstandard or interpretation, management applies its judgment to define and apply accounting policies that provide information consistent with the general IFRS concepts: faithful representation, relevance and materiality.

The following summary provides further information about the critical accounting policies that involve significant elements of management judgment, and which could have a significant impact on the results of the Group. It should be read in conjunction with Note 1 to the Consolidated Financial Statements.

The assessment of critical accounting policies below is not meant to be an all-inclusive discussion of the uncertainties in financial results that can occur from the application of the full range of the Company’s accounting policies. Materially different financial results could occur in the application of other accounting policies as well. Likewise, materially different results can occur upon the adoption of new accounting standards promulgated by the various rule-making bodies.

Successful efforts method of oil and gas accounting

The Group follows the successful efforts method of accounting for its oil and gas activities. The Group’s oil and gas reserves are

estimated by the Group’s petroleum engineers in accordance with industry standards and SEC regulations. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience 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. These estimates do not include probable or possible reserves. Estimated oil and gas reserves are based on available reservoir data and prices and costs in the accounting period during which the estimate is made and are subject to future revision. The Group reassesses its oil and gas reserves at least once a year on all its properties.

Exploration leasehold acquisition costs are capitalized when acquired. During the exploration phase, management exercises judgment on the probability that prospects ultimately would partially or fully fail to find proved oil and gas reserves. Based on this judgmental approach, a leasehold impairment charge may be recorded. This position is assessed and adjusted throughout the contractual period of the leasehold based in particular on the results of exploratory activity and any impairment is adjusted prospectively.

When a discovery is made, exploratory drilling costs continue to be capitalized pending determination of whether potentially economic oil and gas reserves have been discovered by the drilling effort. The length of time necessary for this determination depends on the specific technical or economic difficulties in assessing the recoverability of the reserves. If a determination is made that the well did not encounter oil and gas in economically viable quantities, the well costs are expensed and are reported in exploration expense.

Exploratory drilling costs are temporarily capitalized pending determination of 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, if appropriate, its completion as a producing well, assuming that the required capital expenditure is made; and

(1)

Including other transactions will minority interests (sale of minority equity interests in Total E&P Congo and Block 14 in Angola).

80TOTAL S.A. Form 20-F 2013


Item 5 - Operating and Financial Review and Prospects

satisfactory progress toward ultimate development of the reserves is being achieved, with the Company making sufficient progress assessing the reserves and the economic and operating viability of the project.

The Company evaluates the progress made on the basis of regular project reviews which take into account the following factors:

 

First, if additional exploratory drilling or other exploratory activities (such as seismic work or other significant studies) are either underway or firmly planned, the Company deems there is satisfactory progress. For these purposes, exploratory activities are considered firmly planned only if they are included in the Company’s 3-year exploration plan/budget.

In cases where exploratory activity has been completed, the evaluation of satisfactory progress takes into account indicators such as the fact that costs for development studies are incurred in the current period, or that governmental or other third-party authorizations are pending or that the availability of capacity on an existing transport or processing facility awaits confirmation.

The successful efforts method requires, among other things, that the capitalized costs for proved oil and gas properties (which include the costs of drilling successful wells) be amortized on the basis of reserves that are produced in a period as a percentage of the total estimated proved reserves.reserves (unit-of-production method). The impact of changes in estimated proved reserves is dealt with prospectively by amortizing the remaining book value of the asset over the expected future production. If proved reserve estimates are revised downward, earnings could be affected by higher depreciation expense or an immediate write-down of the property’s book value. Conversely, if the oil and gas quantities were revised upwards, future per-barrel depreciation and depletion expense would be lower.

Valuation of long-lived assets

In addition to oil and gas assets that could become impaired under the application of successful efforts accounting, other assets could become impaired and require write-down if circumstances warrant. Conditions that could cause an asset to become impaired include lower-than-expected commodity sales prices, changes in the Group’s business plans or a significant adverse change in the local or national business climate. The amount of an impairment charge would be based on estimates of the higher of the value in use or the fair value minus cost to sell compared with its book value. The value in use is based on the present value of expected future cash flow using assumptions commensurate with the risks involved in the asset group. The expected future cash flow used for impairment reviews is based on judgmental assessments of future production volumes, prices and costs, considering information available at the date of review.

Asset retirement obligations and environmental remediation

When the Group has a present obligation (legal or constructive), upon application of International Accounting Standard (IAS) 37 and IAS 16, it records provisions for the future decommissioning of production facilities at the end of their economic lives. Management makes judgments and estimates in recording these liabilities. Most of these removal obligations are many years in the future and the precise requirements that will have to be met when the removal event actually occurs are uncertain. Asset removal technologies and costs are constantly changing, as well as political, environmental, safety and public expectations.

 

2014 Form 20-F TOTAL S.A.91


Item 5 - Critical Accounting Policies

The Group also makes judgments and estimates in recording costs and establishing provisions for environmental clean-up and remediation costs, which are based on current information on costs and expected plans for remediation. For environmental provisions, actual costs can differ from estimates because of changes in laws and regulations, public expectations, discovery and analysis of site conditions and changes in clean-up technology.

Pensions and post-retirement benefits

Accounting for pensions and other post-retirement benefits involves judgments about uncertain events, including estimated retirement dates, salary levels at retirement, mortality rates, determination of discount rates for measuring plan obligations, healthcare cost-trend rates and rates of utilization of healthcare services by retirees. These assumptions are based on the environment in each country. The assumptions used are reviewed at the end of each year and may vary from year-to-year, based on the evolution of the situation, which will affect future results of operations. Any differences between these assumptions and the actual outcome will also impact future results of operations.

The significant assumptions used to account for pensions and other post-retirement benefits are determined as follows.

Discount rates primarily reflectare determined by reference to the high quality rates of AA-rated corporate bonds of a duration equivalent to that of the plan obligations. Inflation rates reflect market conditions observed on a country-by-country basis.

Salary increase assumptions (when relevant) are determined by each entity. They reflect an estimate of the actual future salary levels of the individual employees involved, including future changes attributed to general price levels (consistent with inflation rate assumptions), productivity, seniority, promotion and other factors.

Healthcare cost trend assumptions (when relevant) reflect an estimate of the actual future changes in the cost of the healthcare-related benefits provided to the plan participants and are based on past and current healthcare cost trends including healthcare inflation, changes in healthcare utilization, and changes in health status of the participants.

Demographic assumptions such as mortality, disability and turnover reflect the best estimate of these future events for the individual employees involved, based principally on available actuarial data.

The effect pensions had on results of operations, cash flow and liquidity is fully set out in Note 18 to the Consolidated Financial Statements. Net employee benefit expense in 20132014 amounted to297 $338 million and the Company’s contributions to pension plans were224 $384 million.

Differences between projected and actual costs and between the normative return and the actual return on plan assets routinely occur and are recognized in the statement of comprehensive income, with no possibility to subsequently recycle them to the income statement.

The past service cost in respect of defined benefit plans is recorded immediately in the statement of income, whether vested or unvested.

For defined contribution plans, expenses correspond to the contributions paid.

The revised standard IAS 19 “Employee benefits” applicable retrospectively from January 1, 2013, led in particular to the full

2013 Form 20-F TOTAL S.A.81


Item 5 - Operating and Financial Review and Prospects

recognition of the net position in respect of employee benefits obligations (liabilities net of assets) in the balance sheet, the elimination of the corridor approach previously used by the Group, the end of the amortization of past services costs, and the obligation to evaluate the expected return on plan assets on a normative basis (via the discount rate used to value the debt).

The application of this standard had an impact on January 1, 2013, January 1, 2012 and January 1, 2011 of an increase in employee benefit provisions of2.8 billion,1.8 billion and1.3 billion, respectively, and a respective decrease in equity of2.8 billion,1.8 billion and1.3 billion before tax (1.7 billion,1.1 billion and0.8 billion after tax), respectively. The impact on

the net income (Group share) for 2012 and 2011 is not significant. In accordance with the transitional rules of revised standard IAS 19, the comparative periods were restated to take into account the retrospective application of the standard.

Income tax computation

The computation of the Group’s income tax expense requires the interpretation of complex tax laws and regulations in many taxing jurisdictions around the world, the determination of expected outcomes from pending litigation, and the assessment of audit findings that are performed by numerous taxing authorities. Actual income tax expense may differ from management’s estimates.

 

 

 

RESULTS 2011-20132012-2014

 

 

 

As of and for the year ended December 31, (M, except per share data) 2013 2012 2011 
As of and for the year ended December 31, (M$, except per share data) 2014 2013 2012 

Non-Group sales

  189,542    200,061    184,693    236,122    251,725    257,037  

Net income (Group share)

  8,440    10,609    12,309    4,244    11,228    13,648  

Diluted earnings per share

  3.72    4.68    5.45    1.86    4.94    6.02  

 

Group results 2014 vs. 2013

The average Brent price decreased by 9% to $99.0/b in 2014 compared to 2013. Brent dropped sharply in the second half, from about $110/b to less than $60/b by December 31, 2014. In October 2011,2014, TOTAL’s average liquids price realization(1) decreased by 13% to $89.4/b from $103.3/b in 2013. TOTAL’s average natural gas price realization for the Group announcedGroup’s consolidated subsidiaries decreased in 2014 by 8% to $6.57/Mbtu from $7.12/Mbtu in 2013. In the downstream, the Group’s European refining margin indicator (“ERMI”) was $18.7/t in 2014 compared to $17.9/t in 2013, an increase of 4%. The environment for petrochemicals also improved, notably in the United States.

The euro-dollar exchange rate averaged $1.33/ in 2014, unchanged from 2013, though the euro did start to decline against the dollar in the second half of 2014.

In this context, non-Group sales in 2014 were $236,122 million, a proposed reorganizationdecrease of its Downstream and Chemicals segments. The procedure6% compared to $251,725 million for informing and consulting2013, with employee representatives took place andnon-Group sales decreasing 11% for the reorganization became effective on January 1, 2012. This led to organizational changes, withUpstream segment, 7% for the creation of: a Refining & Chemicals segment a major production hub combining TOTAL’s refining, petrochemicals, fertilizers and specialty chemicals operations, as well as oil trading and shipping activities; and a Supply & Marketing segment (renamed4% for the Marketing & Services segment on November 13, 2012), which is dedicatedsegment.

Net income (Group share) in 2014 decreased by 62% to $4,244 million from $11,228 million in 2013, mainly due to the global supply and marketing activities of oil products. A further reorganizationimpacts of the Group’s Upstreaminventory valuation effect and Marketing & Services segments became effectivespecial items. The after-tax inventory valuation effect (as defined below under “— Business segment reporting”) had a negative impact on net income (Group share) of $2,453 million in 2014, mainly due to a reduction in stock during the period, compared to a negative impact of $728 million in 2013. The changes in fair value of trading inventories and storage contracts (as defined below under “— Business segment reporting”) had a positive impact on net income (Group share) of $25 million in 2014 compared to a negative impact of $58 million in 2013. Special items had a negative impact of $6,165 million in 2014, including mainly $7.1 billion of impairments. Taking into account the current economic environment, the Group impaired its oil sands assets in Canada by $2.2 billion, its unconventional gas assets, notably in the United States, by $2.1 billion, its refining assets in Europe by $1.4 billion, as of July 1, 2012, withwell as certain other assets in the Upstream segment now consisting of the activities of Gas & Power in addition to the exploration and production of hydrocarbons, and the Marketing & Services segment now consisting of the activities of New Energies in addition to the Group’s worldwide businesses of supplying and marketing petroleum products. Historical numbers and related qualitative commentary contained herein have been restated on this basis.

In addition, following the application of revised accounting standard IAS 19 effective January 1, 2013, the(for additional information, for 2012, 2011, 2010 and 2009 has been restated; however, the impact on such restated results is not significant (for further information concerning this restatement, see the introduction to the NotesNote 4(e) to the Consolidated Financial Statements). These impairments were partially offset by the gain on the sale of the Group’s interests in Shah Deniz in Azerbaijan and GTT (Gaztransport et Technigaz). In

92TOTAL S.A. Form 20-F 2014


Item 5 - Results 2012-2014

2013, special items had a negative impact on net income (Group share) of $2,278 million, as described in “— Group results 2013 vs. 2012”, below.

Income taxes in 2014 amounted to $8,614 million, a decrease of 42% compared to $14,767 million in 2013, as a result of the decrease in taxable income and the Group’s lower tax rate .

In 2014, TOTAL bought back nearly 4.4 million of its own shares (i.e., approximately 0.18% of the share capital as of December 31, 2014) under the authorization granted by the shareholders at the meeting of May 16, 2014 (see “Item 10 — 1.7 Share buybacks”). The number of fully-diluted shares at December 31, 2014, was 2,285 million compared to 2,276 million at December 31, 2013.

Fully-diluted earnings per share, based on 2,281 million weighted-average shares, was $1.86 in 2014 compared to $4.94 in 2013, a decrease of 62%.

Investments in 2014, excluding acquisitions of $2,539 million and including changes in non-current loans of $1,229 million, were $26.4 billion compared to $28.3 billion in 2013, a decrease of 7% reflecting a lower level of Upstream capital expenditure.

Acquisitions were $2,539 million in 2014, comprised principally of the acquisition of an interest in the Elk and Antelope discoveries in Papua New Guinea, the acquisition of an additional interest in Novatek(2) and the carry on the Utica gas and condensate field in the United States. In 2013, acquisitions were $4,473 million.

Asset sales were $4,650 million in 2014, comprised essentially of the sale of interests in Shah Deniz and the associated pipelines in Azerbaijan, Block 15/06 in Angola, GTT and the Cardinal midstream assets in the United States. Asset sales were $4,750 million in 2013.

Net investments(3) were $24.1 billion in 2014 compared to $25.9 billion in 2013, a decrease of 7% reflecting a lower level of capital expenditure and a lower level of acquisitions.

See also “— Liquidity and Capital Resources”, below.

Group results 2013 vs. 2012

On average, the upstream environment remained stable compared to the previous year with a Brent price of $108.7/b compared to $111.7/b in 2012. In 2013, TOTAL’s average liquids price realization(1) decreased by 4% to $103.3/b from $107.7/b in 2012. TOTAL’s average natural gas price realization for the Group’s consolidated subsidiaries increased in 2013 by 6% to $7.12/Mbtu from $6.74/Mbtu in 2012. In the downstream, the ERMI (European refining margin indicator) decreased sharply to $17.9/t on average compared to $36.0/t in 2012.

The euro-dollar exchange rate averaged $1.33/ in 2013 compared to $1.28/ in 2012.

In this context, non-Group sales in 2013 were189,542 $251,725 million, a decrease of 5%2% compared to200,061 $257,037 million for 2012, with non-Group sales decreasing 10%7% for the Upstream segment, 5%2% for the Refining & Chemicals segment and 4%less than 1% for the Marketing & Services segment.

Net income (Group share) in 2013 decreased by 20%18% to8,440 $11,228 million from10,609 $13,648 million in 2012, mainly due to a lower contribution from the Upstream segment, which was partially offset by a higher contribution from Marketing & Services. The

after-tax inventory valuation effect (as defined below under “— Analysis of businessBusiness segment results”reporting”) had a negative impact on net income (Group share) of549 million in 2013 andof $728 million compared to a negative impact of157 $201 million in 2012. The changes in fair value of trading inventories and storage contracts (as defined below under “— Analysis of businessBusiness segment results”reporting”) had a negative impact on net income (Group share) of44 million in 2013 andof $58 million compared to a negative impact of7 $9 million in 2012. Special items had a negative impact on net income (Group share) of1,712 $2,278 million in 2013, comprised mainly of the loss on the sale of the Voyageur upgrader project in Canada, the impairment of Upstream assets in the Barnett field in the United States and in Syria, charges and write-offs related to the restructuring of downstream activities in France, partially offset by the gain on the sales of TIGF and Upstream assets in Italy. SpecialIn 2012, special items had a negative impact on net income (Group share) of1,503 $1,914 million, in 2012, as described in “— Group results 2012 vs. 2011”, below.

Income taxes in 2013 amounted to11,110 million, a decrease of 15% compared to13,035 million in 2012, primarily as a result of the decrease in taxable income.

In 2013, TOTAL bought back 4.4 million of its own shares (i.e. 0.19% of the share capital as of December 31, 2013) under the authorization granted by the shareholders at the meeting of May 17, 2013 (see “Item 10. Share buybacks in 2013”). The number of fully-diluted shares at December 31, 2013, was 2,276 million compared to 2,270 million at December 31, 2012.

Fully-diluted earnings per share, based on 2,272 million weighted-average shares, was3.72 in 2013 compared to4.68 in 2012, a decrease of 21%.

(1)

Consolidated subsidiaries, excluding fixed margins. Effective first quarter 2012, over/under-lifting valued at market prices.

82TOTAL S.A. Form 20-F 2013


Item 5 - Operating and Financial Review and Prospects

Investments, excluding acquisitions of3.4 billion and including changes in non-current loans of946 million, were21.3 billion in 2013 compared to18.5 billion in 2012, an increase reflecting the investments for the large number of Upstream projects under development.

Acquisitions in 2013 were3.4 billion, comprised essentially of the acquisition of an interest in the Libra field in Brazil, an additional 6% stake in the Ichthys project in Australia, an additional 1.6% stake in Novatek(1), the carry on the Utica gas and condensate field in the United States, and the bonuses for exploration permits in South Africa, Mozambique and Brazil. Acquisitions in 2012 were3.1 billion.

Asset sales in 2013 were3.6 billion, comprised essentially of the sale of TIGF in France, a 25% interest in the Tempa Rossa field in Italy, the interest in the Voyageur upgrader project in Canada, TOTAL’s fertilizer activities in Europe and exploration and production assets in Trinidad & Tobago. Asset sales in 2012 were4.6 billion.

Net investments(2) were19.5 billion in 2013, an increase of 14% compared to17.1 billion in 2012, mainly due to an increase in organic investments in the Upstream segment. Included in 2013 is1.6 billion related to the sale of minority equity interests in Total E&P Congo and Block 14 in Angola, which are shown in the financing section of the cash flow statement of the Consolidated Financial Statements.

See also “— Liquidity and Capital Resources”, below.

Group results 2012 vs. 2011

On average, the oil market environment was stable in 2012 compared to the previous year. For 2012, the average Brent price was $111.7/b compared to $111.3/b in 2011, the average liquids price realization increased by 3% to $107.7/b from $105.0/b in 2011 and the average natural gas price realization the Group’s consolidated subsidiaries 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 in 2012 compared to $17.4/t in 2011. The euro-dollar exchange rate in 2012 averaged $1.28/ compared to $1.39/ in 2011.

In this context, non-Group sales of TOTAL were200.1 billion in 2012, an increase of 8% from184.7 billion in 2011, essentially due to an increase in non-Group sales of the Refining & Chemicals segment of 18%.

Net income (Group share) in 2012 decreased by 14% to10,609 million from12,309 million in 2011, mainly due to the impacts of the after-tax inventory valuation effect and special items. The after-tax inventory valuation effect (as defined below under “— Analysis of business segment results”) had a negative impact on net income (Group share) of157 million in 2012, and a positive impact of834 million in 2011. The changes in fair value of trading inventories and storage contracts (as defined below under “— Analysis of business segment results”) had a negative impact on net income (Group share) of7 million in 2012 and a positive impact of32 million in 2011. Special items had a negative impact on net income (Group share) of1,503 million in 2012, comprised essentially of an impairment of assets in the Barnett in the United States, 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 related to the progress of discussions between the Department of Justice, the SEC and TOTAL to resolve issues arising from an investigation concerning gas contracts awarded in Iran in the 1990s, which were partially offset by gains on asset sales. Special items had a negative impact on net income (Group share) of14 million

Income taxes in 2011, comprised mainly of1,014 million of impairments and1,538 million of gains on asset sales.

In 2012, income taxes2013 amounted to13,035 $14,767 million, a decrease of 7%12% compared to14,091 $16,747 million in 2011,2012, primarily as a result of the decrease in taxable income.

In 2012,2013, TOTAL bought back 1.8approximately 4.4 million of its own shares (i.e.0.08%approximately 0.19% of the share capital as of December 31, 2012)2013) under the authorization granted by the shareholders at the meeting of May 11, 201217, 2013 (see “Item 10. Share buybacks in 2012”2013”). The number of fully-diluted shares at December 31, 2012,2013, was 2,270.42,276 million compared to 2,263.82,270 million at December 31, 2011.2012.

Fully-diluted earnings per share, based on 2,2672,272 million weighted-average shares, was4.68 $4.94 in 20122013 compared to5.45 $6.02 in 2011,2012, a decrease of 14%18%.

Investments in 2013, excluding acquisitions of3.1 billion $4,473 million and including changes in non-current loans of664 $1,257 million, were18.5 $28.3 billion compared to $23.8 billion in 2012, compared to14.8 billion in 2011, due to an increase inreflecting the investments relating to newfor the large number of Upstream projects under development.

Acquisitions in 20122013 were3.1 billion, $4,473 million, comprised essentially of the acquisition of interestsan interest in exploration and production licensesthe Libra field in Uganda,Brazil, an additional 1.3%6% stake in the Ichthys project in Australia, an additional 1.6% stake in Novatek(3)(4), various exploration licenses, the minority interest in Fina Antwerp Olefins and the carry agreement inon the Utica shale gas and condensatescondensate field in the United States. AcquisitionsStates, and the bonuses for exploration permits in 2011South Africa, Mozambique and Brazil. In 2012, acquisitions were8.8 billion. $4,037 million.

Asset sales in 20122013 were4.6 billion, $4,750 million, comprised essentially of salesthe sale of the remainder of the Group’s shares of Sanofi,TIGF in France, a stake25% interest in the Gassled pipelineTempa Rossa field in Norway, UpstreamItaly, the interest in the Voyageur upgrader project in Canada, TOTAL’s fertilizer activities in Europe and exploration and production 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 United States. AssetTrinidad & Tobago. In 2012, asset sales in 2011 were7.7 $5.9 billion.

(1)

Consolidated subsidiaries, excluding fixed margins. Effective first quarter 2012, over/under-lifting valued at market prices.

(2)

The Group held an 18.24% stake in OAO Novatek as of December 31, 2014.

(3)

“Net investments” = investments including acquisitions and changes in non-current loans — asset sales — other transactions with non-controlling interests.

(4)

The Group held a 16.96% stake in OAO Novatek as of December 31, 2013.

2014 Form 20-F TOTAL S.A.93


Item 5 - Results 2012-2014

Net investments were17.1 $25.9 billion in 2013, an increase of 18% compared to $21.9 billion in 2012, comparedmainly due to16.0 billion in 2011, an increase in organic investments in the Upstream segment. Included in 2013 is $2.2 billion related primarily to the sale of 7%.minority equity interests in Total E&P Congo and Block 14 in Angola, which are shown in the financing section of the cash flow statement of the Consolidated Financial Statements.

See also “— Liquidity and Capital Resources”, below.

Business segment reporting

The financial information for each business segment is reported on the same basis as that used internally by the chief operating decision maker in assessing segment performance and the allocation of segment resources. Due to their particular nature or 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, certain transactions such as restructuring costs or asset 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 in prior years or are likely to recur in following years.

(1)

The Group’s interest in Novatek was 17% at December 31, 2013.

(2)

“Net investments” = investments including acquisitions and changes in non-current loans – asset sales – other transactions with minority interests.

(3)

The Group’s interest in Novatek was 15.3% at December 31, 2012.

2013 Form 20-F TOTAL S.A.83


Item 5 - Operating and Financial Review and Prospects

In accordance with IAS 2, the Group values inventories of petroleum products in the financial statements according to the First-In, First-Out (FIFO) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method in order to facilitate the comparability of the Group’s results with those of its competitors and to help illustrate the operating performance of these segments excluding the impact of oil price changes on the replacement of inventories. In the replacement cost method, which approximates the Last-In, First-Out (LIFO) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end pricesprice differential between one period and another or the average prices of the period. The inventory valuation effect is the difference between the results under the FIFO and replacement cost methods.

As from January 1, 2011, theThe effect of changes in fair value presented as an adjustment item reflects, for trading inventories and storage contracts, differences between internal measures of performance used by TOTAL’s management and the accounting for these transactions under IFRS. IFRS, which 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 transactions, internal indicators used to measure performance include valuations of trading inventories recorded at their fair value based on forward prices. Furthermore, TOTAL, in its trading activities, enters into storage contracts, the future effects of which are recorded at fair value in the Group’s internal economic performance. IFRS, by requiring accounting for storage contracts on an accrual basis, precludes recognition of this fair value effect.

The adjusted business segment results (adjusted operating income and adjusted net operating income) are defined as replacement

cost results, adjusted for special items, excluding (as from January 1, 2011) the effect of changes in fair value. For further information on the adjustments affecting operating income on a segment-by-segment basis, and for a reconciliation of segment figures to figures reported in the Company’s audited consolidated financial statements, see Note 4 to the Consolidated Financial Statements.

The Group measures performance at the segment level on the basis of net operating income and adjusted net operating income. Net operating income comprises operating income of the relevant segment after deducting the amortization and the depreciation of intangible assets other than leasehold rights, translation adjustments and gains or losses on the sale of assets, as well as all other income and expenses related to capital employed (dividends from non-consolidated companies, income from equity affiliates and capitalized interest expenses) and after income taxes applicable to the above. The income and expenses not included in net operating income that are included in net income are interest expenses related to long-term liabilities net of interest earned on cash and cash equivalents, after applicable income taxes (net cost of net debt and non-controlling interests). Adjusted net operating income excludes the effect of the adjustments (special items and the inventory valuation effect) described above. For further

discussion of the calculation of net operating income and the calculation of return on average capital employed (ROACE(1)), see Note 2 to the Consolidated Financial Statements.

Upstream segment results

 

(M) 2013 2012 2011 
(M$) 2014 2013 2012 

Non-Group sales

  19,855    22,143    22,211    23,484    26,367    28,449  

Operating income(a)

  17,061    20,261    22,618    10,494    22,658    26,031  

Equity in income (loss) of affiliates and other items

  2,027    2,325    2,198    4,302    2,688    3,005  

Tax on net operating income

  (10,321  (12,359  (13,576  (8,799  (13,706  (15,879

Net operating income(a)

  8,767    10,227    11,240    5,997    11,640    13,157  

Adjustments affecting net operating income

  603    918    (609  4,507    810    1,159  

Adjusted net operating income(b)

  9,370    11,145    10,631    10,504    12,450    14,316  

Investments

  22,396    19,618    20,662    26,520    29,750    25,200  

Divestments

  4,353    2,798    2,591    5,764    5,786    3,595  

ROACE

  14%    18%    21%    10.7%    13.8%    18.1%  

 

(a) 

For the definition of operating income and net operating income, see Note 2 to the Consolidated Financial Statements.

(b) 

Adjusted for special items. See Notes 2 and 4 to the Consolidated Financial Statements.

 

 

20132014 vs. 20122013

Upstream segment sales (excluding sales to other segments) were19,855 million in 2013 compared to22,143 million in 2012,In 2014, hydrocarbon production was 2,146 kboe/d, a decrease of 10%.

Hydrocarbon production averaged 2,299 kboe/d in 2013, stable7% compared to 2012,2013, essentially as a result of:

 

-6% essentially for the expiration of the ADCO license in the United Arab Emirates in January 2014;

-2% essentially for natural decline and higher maintenance in 2014 notably in the first half, partially offset by production growth in the Utica in the United States; and

+1% for production growth from start-ups, essentially CLOV in Angola.

+2.5% for start-ups and growth from new projects;Excluding ADCO, hydrocarbon production was virtually stable compared to 2013.

-1% for normal decline, partially offset by lower maintenance, the restart of production from Elgin/Franklin in the UK North Sea and OML 58 in Nigeria;

(1)

ROACE = adjusted net operating income divided by average capital employed.

94TOTAL S.A. Form 20-F 2014


Item 5 - Results 2012-2014

-0.5% for portfolio changes, including mainly the sale of interests in Nigeria, the UK, Colombia, and Trinidad & Tobago, net of higher production corresponding to the increased stake in Novatek; and

-1% for security issues in Nigeria and Libya, partially offset by improved security conditions in Yemen.

Proved reserves based on SEC rules were 11,523 Mboe at December 31, 2014 (Brent at $101.3/b) compared to 11,526 Mboe at December 31, 2013 (Brent at $108.02/b), compared to 11,368 Mboe at December 31, 2012 (Brent at $111.13/$108.2/b). Based on the 20132014 average rate of production, the reserve life is more than thirteen years.

See “Item 4. Information on the Company4Exploration & ProductionB. Business Overview 2.1.2. Reserves” for a discussion of proved reserves and “Supplemental Oil and Gas Information (Unaudited)” contained elsewhere herein for additional information on proved reserves, including tables showing changes in proved reserves by region.

The Upstream segment’s sales (excluding sales to other segments) in 2014 were $23,484 million compared to $26,367 million in 2013, a decrease of 11%.

Upstream net operating income in 20132014 amounted to8,767 $5,997 million (for 2012,10,2272013, $11,640 million) from operating income of17,061 $10,494 million (for 2012,20,2612013, $22,658 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of10,321 $8,799 million (for 2012,2013, tax charge of12,359 $13,706 million), partially offset by income from equity affiliates and other items of2,027 $4,302 million (for 2012,2013, income of2,325 $2,688 million).

(1)

ROACE = adjusted net operating income divided by average capital employed.

84TOTAL S.A. Form 20-F 2013


Item 5 - Operating and Financial Review and Prospects

Adjusted net operating income from the Upstream segment in 2014 was $10,504 million compared to $12,450 million in 2013, a decrease of 16%, which was due essentially to the decrease in the average realized price of hydrocarbons.

Adjusted net operating income for the Upstream segment excludes special items. The exclusion of special items had a positive impact on the segment’s adjusted net operating income in 2014 of $4,507 million, comprised mainly of the impairment of the Group’s oil sands assets in Canada ($2.2 billion), its unconventional gas assets ($2.1 billion), notably in the United States, and certain other assets in the Upstream segment (for additional information, see Note 4(e) to the Consolidated Financial Statements). In 2013, the exclusion of special items had a positive impact on the segment’s adjusted net operating income of $810 million, as described in “— Upstream segment results — 2013 vs. 2012”, below.

The effective tax rate(1) for the Upstream segment in 2014 was 57.1% compared to 60.0% in 2013. The lower rate reflects mainly the benefit of tax allowances in the UK in the second quarter 2014.

Technical costs for consolidated subsidiaries, in accordance with ASC 932(2) were $28.3/boe in 2014 compared to $26.1/boe in 2013, an increase due principally to the increase in depreciation of fixed assets and the increase in production costs, mainly maintenance costs.9,370

The Upstream segment’s total capital expenditures in 2014 decreased by 11% to $26,520 million from $29,750 in 2013, reflecting essentially a lower level of expenditure on development projects. In 2014, in the Upstream segment, capital expenditure mainly pertained to major projects that drive the Group’s growth, such as GLNG and Ichthys in Australia, Surmont in Canada, the Ekofisk and Eldfisk areas in Norway, the Laggan-Tormore projects in the United Kingdom, Moho North in the Republic of the Congo, CLOV in Angola, Ofon II and Egina in Nigeria and Yamal in Russia. Divestments by the Upstream segment were $5,764 million in 20132014, a slight decrease compared to11,145 $5,786 million in 2013.

ROACE for the Upstream segment was 10.7% for the full-year 2014 compared to 13.8% for the full-year 2013, primarily due to lower operating results.

2013 vs. 2012

Hydrocarbon production averaged 2,299 kboe/d in 2013, stable compared to 2012, essentially as a result of:

+2.5% for start-ups and growth from new projects;

-1% for normal decline, partially offset by lower maintenance, the restart of production from Elgin/Franklin in the UK North Sea and OML 58 in Nigeria;

-0.5% for portfolio changes, including mainly the sale of interests in Nigeria, the UK, Colombia, and Trinidad & Tobago, net of higher production corresponding to the increased stake in Novatek; and

-1% for security issues in Nigeria and Libya, partially offset by improved security conditions in Yemen.

Proved reserves based on SEC rules were 11,526 Mboe at December 31, 2013 (Brent at $108.2/b) compared to 11,368 Mboe at December 31, 2012 (Brent at $111.13/b). Based on the 2013 average rate of production, reserve life is more than thirteen years.

See “Item 4 — B. Business Overview — 2.1.2. Reserves” for a discussion of proved reserves and “Supplemental Oil and Gas Information (Unaudited)” contained elsewhere herein for additional information on proved reserves, including tables showing changes in proved reserves by region.

The Upstream segment’s sales (excluding sales to other segments) in 2013 were $26,367 million compared to $28,449 million in 2012, a decrease of 16%7%.

Upstream net operating income in 2013 amounted to $11,640 million (for 2012, $13,157 million) from operating income of $22,658 million (for 2012, $26,031 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of $13,706 million (for 2012, tax charge of $15,879 million), partially offset by income from equity affiliates and other items of $2,688 million (for 2012, income of $3,005 million).

Adjusted net operating income for the Upstream segment in 2013 was $12,450 million compared to $14,316 million in 2012, a decrease of 13% mainly due to a less favorable production mix, higher technical costs, particularly for exploration, and a higher tax rate for the Upstream segment.

Adjusted net operating income for the Upstream segment excludes special items. The exclusion of special items had a positive impact on Upstreamthe segment’s adjusted net operating income in 2013 of603 $810 million, comprised mainly of the loss on the sale of the Voyageur upgrader project in Canada (1,247($1,646 million) and the impairment of Upstream assets (442($581 million), principally in the Barnett field in the United States and in Syria, partially offset by the gain on the sales of TIGF and Upstream assets in Italy, and a positive impact of918 $1,159 million in 2012, consisting essentially of an impairment of assets in the Barnett in the United States and provisions for abandonment costs relating to Elgin in the UK.

The effective tax rate for the Upstream segment in 2013 was 60.1%60.0% in 2013 compared to 58.4% in 2012. The year 2012 was marked by favorable one-off items, such as year-end tax adjustments and the reversal of a non-deductible loss.

(1)

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).

(2)

Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 932, Extractive industries — Oil and Gas.

2014 Form 20-F TOTAL S.A.95


Item 5 - Results 2012-2014

Technical costs for consolidated subsidiaries, in accordance with ASC 932(1) were $26.1/boe in 2013 compared to $22.8/boe in 2012, notably due to increased depreciation of tangible assets relating to major project start-ups as well as increased exploration expenses.

The Upstream segment’s total capital expenditures increased by 14%18% to22,396 $29,750 million in 2013 from19,618 $25,200 million in 2012, essentially due to the large number of Upstream projects under development. The Group’s consolidated Exploration & Production subsidiaries’In 2013, in the Upstream segment, capital expenditure was mainly intended for the development investments amountedof new hydrocarbon production facilities and exploration operations. Development expenditure was devoted primarily to16 billion the following projects: GLNG and Ichthys in 2013, primarilyAustralia, Surmont and Fort Hills in Canada, the Ekofisk and Eldfisk areas in Norway, Angola, Australia, Nigeria, Canada,the Laggan Tormore projects in the United Kingdom, Moho North in the Republic of the Congo, Gabon, Indonesia, Russia, the United StatesCLOV in Angola, Ofon II and Kazakhstan.Egina in Nigeria and Yamal in Russia. Divestments by the Upstream segment were4,353 $5,786 million in 2013 compared to2,798 $3,595 million in 2012, an increase of 56%61%.

ROACE for the Upstream segment was 14%13.8% for the full-year 2013 compared to 18%18.1% for the full-year 2012, primarily due to lower operating results and an increase in capital employed.

Refining & Chemicals segment results

(M$)  2014  2013  2012 

Non-Group sales

   106,124    114,483    117,067  

Operating income(a)

   (1,691  177    1,350  

Equity in income (loss) of affiliates and other items

   90    181    271  

Tax on net operating income

   391    (612  (337

Net operating income(a)

   (1,210  (254  1,284  

Adjustments affecting net operating income

   3,699    2,111    484  

Adjusted net operating income(b)

   2,489    1,857    1,768  

Contribution of Specialty Chemicals(c)

   629    583    491  

Investments

   2,022    2,708    2,502  

Divestments

   192    365    392  

ROACE

   15.0%    9.2%    8.7%  

(a)

For the definition of operating income and net operating income, see Note 2 to the Consolidated Financial Statements.

(b)

Adjusted for special items and the inventory valuation effect. See Notes 2 and 4 to the Consolidated Financial Statements.

(c)

Hutchinson, Bostik, Atotech.

 

 

20122014 vs. 20112013

UpstreamThe ERMI for the full-year 2014 was $18.7/t, an increase of 4% compared to $17.9/t in 2013. Refinery throughput in 2014 increased slightly by 3% to 1,775 kb/d compared to 1,719 kb/d in 2013, essentially due to the start up of SATORP.

Sales for the Refining & Chemicals segment sales (excluding sales to other segments) in 2014 were22,143 $106,124 million compared to $114,483 million in 2012 compared to22,211 million in 2011.2013, a decrease of 7%.

Hydrocarbon production averaged 2,300 kboe/d in 2012 compared to 2,346 kboe/d in 2011. This 2% decrease was essentially 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;

-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

-0.5% for the price effect(2).

Proved reserves based on SEC rules were 11,368 Mboe at December 31, 2012 (Brent at $111.13/b), compared to 11,423 Mboe at December 31, 2011 (Brent at $110.96/b). Based on the 2012 average rate of production, reserve life is more than thirteen years.

See “Item 4. Information on the Company — Exploration & Production — Reserves” for a discussion of proved reserves and “Supplemental Oil and Gas Information (Unaudited)” contained

elsewhere herein for additional information on proved reserves, including tables showing changes in proved reserves by region.

UpstreamThe net operating income of the Refining & Chemicals segment in 2012 amounted2014 decreased to10,227 $(1,210) million (for 2011,11,2402013, $(254) million) from operating income of20,261 $(1,691) million (for 2011,22,6182013, $177 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of12,359 $(391) million (for 2011,2013, tax charge of13,576 $612 million) and income from equity affiliates and other items of $90 million (for 2013, income of $181 million).

In 2014, adjusted net operating income from the Refining & Chemicals segment was $2,489 million, an increase of 34% compared to 2013 while the refining margin increased by only 4% in 2014. The synergies and efficiency plans supported the ability of the segment to adapt to the lower European margins in the first half and subsequently to take advantage of a more favorable refining and chemicals environment in the second half of the year. The petrochemicals environment was more favorable in 2014, especially in the United States.

Adjusted net operating income for the Refining & Chemicals segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on the segment’s adjusted net operating income in 2014 of $2,114 million, essentially as a result of a reduction of stocks, and a positive impact of $656 million in 2013. The exclusion of special items had a positive impact on the segment’s adjusted net operating income in 2014 of $1,585 million, consisting essentially of impairments of European refining assets, compared to a positive impact of $1,455 million in 2013, as described in “— Refining & Chemicals segment results — 2013 vs. 2012”, below.

Investments by the Refining & Chemicals segment in 2014 were $2,022 million compared to $2,708 million in 2013, a decrease of 25%. Divestments by the segment were $192 million in 2014 compared to $365 million in 2013, a decrease of 47%.

With a ROACE of 15.0% for the full year 2014 compared to 9.2% for the full year 2013, the segment attained its profitability objective one year earlier than the schedule fixed in 2011.

2013 vs. 2012

The ERMI for the full-year 2013 was $17.9/t, a decrease of 50% compared to 2012. Refinery throughput for the full-year 2013 decreased by 4% compared to the previous year, reflecting essentially a turnaround at the Antwerp refinery, higher maintenance at the Donges refinery, voluntary shutdowns in response to weak refining margins in late 2013 and the closure of the Rome refinery at the end of the third quarter 2012.

Sales for the Refining & Chemicals segment (excluding sales to other segments) in 2013 were $114,483 million compared to $117,067 million in 2012, a decrease of 2%.

The net operating income of the Refining & Chemicals segment in 2013 decreased to $(254) million (for 2012, $1,284 million) from operating income of $177 million (for 2012, $1,350 million), partiallywith the difference between net operating income and operating income resulting primarily from taxes on net operating income of $612 million (for 2012, tax charge of $337 million), offset by income from equity affiliates and other items of2,325 $181 million (for 2011,2012, income of2,198 $271 million).

Adjusted net operating income for the UpstreamRefining & Chemicals segment was11,145 million in 2012 compared to10,6312013 was $1,857 million, in 2011, an increase of 5% essentiallycompared to $1,768 million in 2012 despite the 50% decrease in refining margins. The increase was due in part to the tangible results realized from the implementation of planned synergies and operational efficiencies and to a more favorable euro/dollar exchange rate and the decreaseenvironment for petrochemicals (particularly in the effective tax rate forUnited States), which offset the Upstream segment partially mitigated by the decreasesharp decline in hydrocarbon production and increased technical costs.European refining margins.

Adjusted net operating income for the UpstreamRefining & Chemicals segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on the segment’s adjusted net operating income in 2013 of $656 million compared to a positive impact of $149 million in 2012. The exclusion of special items had a positive impact on Upstream adjusted net operating income in 2012 of918 million, consisting essentially of an impairment of assets in the Barnett in the United States (737 million) and provisions for abandonment costs relating to Elgin in the UK (217 million), and a negative impact of609 million in 2011, consisting essentially of gains on the sales of the Group’s interests in CEPSA, the Ocensa pipeline in Colombia and the Gassled pipeline in Norway.

The effective tax rate for the Upstream segment in 2012 was 58.4% in 2012 compared to 60.4% in 2011. The year 2012 was marked by favorable one-off items, such as year-end tax adjustments and the reversal of a non-deductible loss.

Technical costs for consolidated subsidiaries, in accordance with ASC 932(1) were $22.8/boe(3) in 2012, compared to $18.9/boe in 2011, mainly due to increased depreciations of tangible assets relating to Pazflor, Halfaya, and Usan, as well as increased exploration expenses.

The Upstream segment’s total capital expenditures decreased by 5% to19,618 million in 2012 from20,662 million in 2011, mainly due to lower acquisitions. The Group’s consolidated Exploration & Production subsidiaries’ development investments amounted to14 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. Divestments by the Upstream segment were2,798 million in 2012 compared to2,591 million in 2011, an increase of 8%.

ROACE for the Upstream segment was 18% for the full-year 2012 compared to 21% for the full-year 2011, due essentially to higher average capital employed in 2012.

 

(1)

Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 932, Extractive industries — Oil and Gas.

(2)

The “price effect” refers to the impact of changing hydrocarbon prices on entitlement volumes from production sharing and buyback contracts. For example, as the price of oil or gas increases above certain pre-determined levels, TOTAL’s share of production normally decreases.

(3)

Excluding IAS 36 (impairment of assets).

 

201396TOTAL S.A. Form 20-F TOTAL S.A.852014


Item 5 - OperatingResults 2012-2014

the segment’s adjusted net operating income in 2013 of $1,455 million, reflecting mainly charges and Financial Reviewwrite-offs related to the restructuring of downstream activities in France, and Prospects

a positive impact of $335 million in 2012, reflecting mainly an impairment on European chemicals assets.

In addition, the SATORP integrated refinery in Saudi Arabia began to export refined products after the successful start-up of its first units.

Investments by the Refining & Chemicals segment in 2013 were $2,708 million compared to $2,502 million in 2012, an increase of 8%. Divestments by the segment in 2013 were $365 million compared to $392 million in 2012, a decrease of 7%.

ROACE for the Refining & Chemicals segment was 9.2% for the full-year 2013 compared to 8.7% for the full-year 2012.

Marketing & Services segment results

 

(M)  2013 2012 2011 
(M$)  2014 2013 2012 

Non-Group sales

   86,204    91,117    77,146     106,509    110,873    111,281  

Operating income(a)

   132    1,050    756     1,158    2,014    1,359  

Equity in income (loss) of affiliates and other items

   143    213    647     (140  55    (252

Tax on net operating income

   (460  (263  (138   (344  (560  (488

Net operating income(a)

   (185  1,000    1,265     674    1,509    619  

Adjustments affecting net operating income

   1,589    376    (423   580    45    450  

Adjusted net operating income(b)

   1,404    1,376    842     1,254    1,554    1,069  

Contribution of New Energies

   10        (212

Investments

   2,039    1,944    1,910     1,818    1,814    1,671  

Divestments

   275    304    2,509     163    186    196  

ROACE

   9%    9%    5%     13.3  16.1  11.8

 

(a) 

For the definition of operating income and net operating income, see Note 2 to the Consolidated Financial Statements.

(b) 

Adjusted for special items and the inventory valuation effect. See Notes 2 and 4 to the Consolidated Financial Statements.

 

 

20132014 vs. 20122013

RefiningThe Marketing & Chemicals segmentServices segment’s refined product sales (excluding sales(1) were 1,769 kb/d in 2014 compared to other segments) were86,204 million1,749 kb/d in 2013, comparedan increase of 1% due to91,117 higher sales in growth areas and offset by lower sales in Europe, mainly due to mild winter weather conditions impacting heating oil sales and low retail sales throughout the year. The segment’s non-Group sales in 2014 were $106,509 million, in 2012, a decrease of 5%.

For the full-year 2013, the ERMI was $17.9/t, a decrease of 50% compared to 2012. Petrochemical margins remained at high levels, particularly in the United States.

Refinery throughput for the full-year 2013 decreased by 4% compared to $110,873 million in 2013.

Net operating income for the previous year, reflecting essentially a turnaround at the Antwerp refinery, higher maintenance at the Donges refinery, voluntary shutdownsMarketing & Services segment in response to weak refining margins in late2014 was $674 million (for 2013, and the closure of the Rome refinery at the end of the third quarter 2012.

The net$1,509 million) from an operating income of the Refining & Chemicals segment in 2013 decreased to(185)$1,158 million (for 2012,1,000 million) from operating income of132 million (for 2012,1,0502013, $2,014 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of460 $344 million (for 2012,2013, tax charge of263 $560 million), offset by income and a loss from equity affiliates and other items of143 $140 million (for 2012,2013, income of213 $55 million).

Adjusted net operating income in 2014 for Marketing & Services was $1,254 million compared to $1,554 million in 2013, a decrease of 19% mainly due to a negative accounting effect of $

100 million on the valuation of hedging positions in the fourth quarter of 2014 and weather conditions in the first half in Europe and lower margins in 2014, notably in the European network.

Adjusted net operating income for the RefiningMarketing & Chemicals segment in 2013 was1,404 million, an increase of 2% compared to1,376 million in 2012 despite the 50% decrease in refining margins. The increase was due in part to the tangible results realized from the implementation of planned synergies and operational efficiencies and to a more favorable environment for petrochemicals, which offset the sharp decline in European refining margins.

Adjusted net operating income for the Refining & ChemicalsServices segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on Refining & Chemicalsthe segment’s adjusted net operating income in 20132014 of495 $384 million andcompared to a positive impact of116 $63 million in 2012.2013. The exclusion of special items had a positive impact on Refining & Chemicalsthe segment’s adjusted net operating income in 20132014 of1,094 $196 million reflecting mainly charges and write-offs relatedcompared to the restructuring of downstream activities in France, and a positivenegative impact of260 $18 million in 2012, reflecting mainly an impairment on European chemicals assets.

In addition, the SATORP integrated refinery in Saudi Arabia has begun to export refined products after the successful start-up of its first units.2013.

Investments by the RefiningMarketing & ChemicalsServices segment in 2014 were2,039 $1,818 million compared to $1,814 million in 2013. Divestments by the segment in 2014 were $163 million compared to $186 million in 2013, compared to1,944 million in 2012, an increase of 5%. Divestments by the Refining & Chemicals segment were275 million in 2013 compared to304 million in 2012, a decrease of 10%12%.

ROACE for the RefiningMarketing & ChemicalsServices segment was 9%13.3% for the full-year 2013, stable2014 compared to 16.1% for the full-year 2012.2013. This decrease was mainly due to lower margins, notably in Europe.

 

 

2012 vs. 2011

Refining & Chemicals segment sales (excluding sales to other segments) were91,117 million in 2012 compared to77,146 million in 2011, an increase of 18%.

For the full-year 2012, the ERMI was $36.0/t, more than double the average during 2011. This increase in 2012 was mainly due to high levels of planned maintenance in the refining sector, particularly in Europe during the 2012 summer.

Refinery throughput in 2012 was 1,786 kb/d, a 4% decrease compared to 1,863 kb/d in 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. For the full-year 2012, the refinery utilization rate based on crude throughput was 82% (86% for crude and other feedstock) compared to 78% in 2011 (83% for crude and other feedstock). As in 2011, 2012 was marked by high 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 in France.

The net operating income of the Refining & Chemicals segment in 2012 decreased to1,000 million (for 2011,1,265 million) from operating income of1,050 million (for 2011,756 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of263 million (for 2011, tax charge of138 million), substantially offset by income from equity affiliates and other items of213 million (for 2011, income of647 million).

Adjusted net operating income for the Refining & Chemicals segment in 2012 was1,376 million, an increase of 63% compared to842 million in 2011. This increase was 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 10% decrease in adjusted net operating income for Specialty Chemicals from424 million in 2011 to383 million in 2012 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 for the Refining & Chemicals segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on Refining & Chemicals adjusted net operating income in 2012 of116 million compared to a negative impact of669 million in 2011. The exclusion of special items had a positive impact on Refining & Chemicals adjusted net operating income in

86TOTAL S.A. Form 20-F 2013


Item 5 - Operating and Financial Review and Prospects

2012 of260 million, reflecting mainly an impairment on European chemicals assets, and a positive impact of246 million in 2011, reflecting mainly impairments on European refining assets.

Investments by the Refining & Chemicals segment were1,944 million in 2012 compared to1,910 million in 2011, an increase of 2%. Divestments by the Refining & Chemicals segment were304 million in 2012 compared to2,509 million in 2011, a decrease of 88%.

ROACE for the Refining & Chemicals segment was 9% for 2012 compared to 5% for 2011, due essentially to higher adjusted net operating income in 2012.

Marketing & Services segment results

(M)  2013  2012  2011 

Non-Group sales

   83,481    86,614    85,325  

Operating income(a)

   1,491    1,058    1,469  

Equity in income (loss) of affiliates and other items

   39    (198  (377

Tax on net operating income

   (413  (380  (441

Net operating income(a)

   1,117    480    651  

Adjustments affecting net operating income

   34    350    171  

Adjusted net operating income(b)

   1,151    830    822  

Investments

   1,365    1,301    1,834  

Divestments

   141    152    1,955  

ROACE

   16%    12%    13%  

(a)

For the definition of operating income and net operating income, see Note 2 to the Consolidated Financial Statements.

(b)

Adjusted for special items and the inventory valuation effect. See Notes 2 and 4 to the Consolidated Financial Statements.

2013 vs. 2012

For the full-year 2013, theThe Marketing & Services segment’s sales, excluding intra-Group sales, were83,481 million, a decrease of 4% compared to 2012.

Refinedrefined product sales(1) were 1,749 kb/d in 2013 compared to 1,710 kb/d in 2012, an increase of 2% due to growth in Africa and the Americas, partially offset by a decrease in Europe. The segment’s non-Group sales in 2013 were $110,873 million, a slight decrease compared to $111,281 million in 2012.

Net operating income for the Marketing & Services segment in 2013 was1,117 $1,509 million (for 2012,480 $619 million) from an operating income of1,491 $2,014 million (for 2012,1,058 $1,359 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of413 $560 million (for 2012, tax charge of380 $488 million) and income from equity affiliates and other items of39 $55 million (for 2011,2012, loss of198 $252 million).

Adjusted net operating income from the Marketing & Services segment in 2013 was1,151 $1,554 million compared to830 $1,069 million in 2012, an increase of 39%45% reflecting essentially the improvement in the performance of the New Energies, which had particularly negative results in 2012, as well as the overall improvement made in refined products marketing, particularly in emerging markets.

Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on Marketing & Servicesthe segment’s adjusted net operating

income of47 million in 2013 andof $63 million compared to a positive impact of39 $50 million in 2012. The exclusion of special items had a negative impact on Marketing & Servicesthe segment’s adjusted net operating income in 2013 of13 $18 million compared to a positive impact of $400 million in 2012, of311 million, reflecting mainly impairments and restructuring charges in New Energies.

Investments by the Marketing & Services segment increased 5%9% to1,365 $1,814 million in 2013 compared to1,301 $1,671 million in 2012. Divestments by the Marketing & Services segment were141 million in 2013 were $186 million compared to152 $196 million in 2012, a decrease of 7%5%.

ROACE for the Marketing & Services segment was 16%16.1% for the full-year 2013 compared to 12%11.8% for the full-year 2012.

2012 vs. 2011

For the full-year 2012, the Marketing & Services segment’s sales, excluding intra-Group sales, were86,614 million, an increase of 2% compared to85,325 million for 2011.

Refined product sales(2) were 1,710 kb/d in 2012 compared to 1,987 kb/d in 2011, a decrease of 14% almost entirely attributable to the sale of the Group’s interest in CEPSA and the sale of marketing activities in the UK. 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.

Net operating income for the Marketing & Services segment in 2012 was480 million (for 2011,651 million) from an operating income of1,058 million (for 2011,1,469 million), with the difference between net operating income and operating income resulting primarily from taxes on net operating income of

380 million (for 2011, tax charge of441 million) and income from equity affiliates and other items of negative198 million (for 2011, loss of377 million).

Adjusted net operating income from the Marketing & Services segment was830 million in 2012, an increase of 1% compared to822 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 to, in particular, improved results from activities in the Asia-Pacific and Eastern European regions.

Adjusted net operating income for the Marketing & Services segment excludes any after-tax inventory valuation effect and special items. The exclusion of the inventory valuation effect had a positive impact on Marketing & Services adjusted net operating income of39 million in 2012 compared to a negative impact of200 million in 2011. The exclusion of special items had a positive impact on Marketing & Services adjusted net operating income in 2012 of311 million and a positive impact in 2011 of371 million, in both cases reflecting mainly impairments and restructuring charges in New Energies.

Investments by the Marketing & Services segment decreased 29% to1,301 million in 2012 compared to1,834 million in 2011, reflecting essentially the acquisition of a majority interest in SunPower in 2011. Divestments by the Marketing & Services segment were152 million in 2012 compared to1,955 million in 2011, comprised essentially of the sale of the Group’s stake in CEPSA.

 

 

 

(1)(1) 

ExcludesThe Marketing & Services segment’s refined product sales presented herein exclude trading and bulk refining sales, which are reported under the Refining & Chemicals segment.

(2)

Excludes trading and bulk refining sales, which are reported under the Refining & Chemicals segment; includes share of TotalErg.

 

20132014 Form 20-F TOTAL S.A. 8797


Item 5 - OperatingLiquidity and Financial Review and Prospects

ROACE for the Marketing & Services segment was 12% for 2012 compared to 13% for 2011.Capital Resources

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

 

(M$) 2014  2013  2012 

Cash flow from operating activities

  25,608    28,513    28,858  

Including (increase) decrease in working capital

  4,480    2,525    1,392  

Cash flow used in investing activities

  (24,319  (28,032  (21,932

Total expenditures

  (30,509  (34,431  (29,475

Total divestments

  6,190    6,399    7,543  

Cash flow used in financing activities

  5,909    (1,521  (4,817

Net increase (decrease) in cash and cash equivalents

  7,198    (1,040  2,109  

Effect of exchange rates

  (2,217  831    153  

Cash and cash equivalents at the beginning of the period

  20,200    20,409    18,147  

Cash and cash equivalents at the end of the period

  25,181    20,200    20,409  

(M)  2013  2012  2011 

Cash flow from operating activities

   21,473    22,462    19,536  

Including (increase) decrease in working capital

   1,930    1,084    (1,739

Cash flow used in investing activities

   (21,108  (17,072  (15,963

Total expenditures

   (25,922  (22,943  (24,541

Total divestments

   4,814    5,871    8,578  

Cash flow used in financing activities

   (1,145  (3,745  (4,309

Net increase (decrease) in cash and cash equivalents

   (780  1,645    (736

Effect of exchange rates

   (42  (201  272  

Cash and cash equivalents at the beginning of the period

   15,469    14,025    14,489  

Cash and cash equivalents at the end of the period

   14,647    15,469    14,025  

TOTAL’s cash requirements for working capital, capital expenditures, acquisitions and dividend payments over the past three years were financed primarily by a combination of funds generated from operations, borrowings and divestments ofnon-core assets. In the current environment, TOTAL expects its external debt to be principally financed from the international debt capital markets. The Group continually monitors the balance between cash flow from operating activities and net expenditures. In the Company’s opinion, its working capital is sufficient for its present requirements.

Capital expenditures

The largest part of TOTAL’s capital expenditures in 20132014 was made up of additions to intangible assets and property, plant and equipment (approximately 86%88%), with the remainder attributable to equity-method affiliates and to acquisitions of subsidiaries. In the Upstream segment, as described in more detail under “Supplemental Oil and Gas Information (Unaudited) — Costs incurred in oil and gas property acquisition, exploration and development activities”, capital expenditures in 20132014 were principally development costs (approximately 75%83%, mainly for construction of new production facilities), exploration expenditures (successful or unsuccessful, approximately 6%) and acquisitions of proved and unproved properties (approximately 14%8%). In the Refining & Chemicals segment, about 85% of capital expenditures in 20132014 were related to refining and petrochemical activities (essentially 40%45% for existing units including maintenance and major turnarounds and 60%55% for new construction), the balance being related to Specialty Chemicals. In the Marketing & Services segment, capital expenditures were split between marketing/retail activities (approximately 80%) and New Energies (approximately 20%). For additional information on capital expenditures, by business segment, please refer to the discussion of TOTAL’s results for each segment above.above in “— Overview” and “— Results 2012-2014”, above, and “Item 4 — B. Business Overview — 5. Investments”.

Cash flow

Cash flow from operating activities in 20132014 was21,473 $25,608 million compared to $28,513 million in compared to22,4622013 and $28,858 million in 2012 and19,536 million in 2011.

2012. The989 $2,905 million decrease in cash flow from operating activities from 20122013 to 20132014 was due essentially to lower net income (Group share), a decrease in gains on disposal of fixed assets and a reduction in depreciation and amortization charges, largelypartially offset by a reduction in working capital. The

Group’s working capital requirement was affected by the effect of changes in oil and oil product prices. As IFRS rules require TOTAL to account for inventories of petroleum products according to the FIFO method, an increase in oil and oil product prices at the end of the relevant period compared to the beginning of the same period generates, all other factors remaining equal, an increase in inventories and accounts receivable net of an increase in accounts payable, resulting in an increase in working capital requirements. Similarly, a decrease in oil and oil products prices generates a decrease in working capital requirements. In 2013,2014, the Group’s working capital requirement decreased by1,930 $4,480 million, due in part to reductions in inventory and receivables. In 2012, thereceivables partially offset by a decrease in payables. The Group’s working capital requirement decreased by1,084 million. $2,525 million in 2013 and by $1,392 million in 2012, in both cases partly due to reductions in inventory and receivables.

Cash flow used in investing activities in 20132014 was21,108 $24,319 million compared to17,072 $28,032 million in 20122013 and15,963 $21,932 million in 2011.2012. The decrease from 2013 to 2014 was due to lower expenditures on the portfolio of Upstream projects as various projects approach completion. The increase from 2012 to 2013 was due to the lower level of proceeds from disposals of non-current investments in 2013 as well as to the larger portfolio of Upstream projects that were under development in 2013. Total expenditures in 20132014 were25,922 $30,509 million compared to22,943 $34,431 million in 20122013 and24,541 $29,475 million in 2011.2012. During 2013,2014, 87% of the expenditures were made by the Upstream segment (as compared to 87% in 2013 and 86% in 2012 and 84% in 2011)2012), 8%7% by the Refining & Chemicals segment (as compared to(also 8% in 20122013 and 2011)2012) and 5%6% by the Marketing & Services segment (as compared to 5% in 2013 and 6% in 2012 and 7% in 2011)2012). The main source of funding for these expenditures has been cash from operating activities.activities and higher issuance of non-current debt. For additional information on expenditures, please refer to the discussions above in “— Overview” and “— Results 2011-2013”2012-2014”.

Divestments, based on selling price and net of cash sold, in 20132014 were4,814 $6,190 million compared to5,871 $6,399 million in 20122013 and8,578 $7,543 million in 2011.2012. In 2014, the Group’s principal divestments were asset sales of $4,650 million, consisting mainly of sales in the Upstream segment in Azerbaijan, Angola and the United States. In 2013, the Group’s principal divestments were asset sales of3,572 $4,750 million, consisting mainly of sales of assets in the Upstream segment in Canada, Italy and Trinidad & Tobago, and the sale of its subsidiary Transport et Infrastructures Gaz France (TIGF). In 2012, the Group’s principal divestments were asset sales of4,586 $5,892 million, consisting mainly of sales of Sanofi shares and sales of assets in the Upstream segment in Great Britain, Norway, Nigeria and Colombia. In 2011, the Group’s principal divestments were asset sales of7,705 million, consisting mainly of the Group’s interests in CEPSA, of its Marketing assets in the United Kingdom, of its photocure and coatings resins businesses, of its interests in Total E&P Cameroun and of Sanofi shares.

Cash flow used inraised from financing activities in 20132014 was1,145 $5,909 million compared to3,745 cash flow used of $1,521 million in 20122013 and4,309 $4,817 million in 2011.2012. The decrease in cash flow used in financing activities in 20132014 compared to 20122013 was due primarily to higher issuance of non-current financial debt (8,359($15,786 million in 20132014 compared to5,279 $11,102 million in 2012)2013) and a lower decrease in current borrowings ($(2,374) million in 2014 compared to $(9,037) million in 2013) , an increaselargely offset by a decrease in current financial assets and liabilities (978($(351) million in 20132014 compared to(947) $1,298 million in 2012), an increase2013) and a decrease in other transactions with non-controlling interests (1,621($179 million in 20132014 compared to1 $2,153 million in 2012), largely offset by a higher decrease in current borrowings ((6,804) million in 2013 compared to(2,754) million in 2012)2013).

 

 

8898 TOTAL S.A. Form 20-F 20132014


Item 5 - OperatingGuarantees and Financial Review and Prospects

Other Off-Balance Sheet Arrangements

 

Indebtedness

TOTAL’sThe Company’s non-current financial debt at year-end 20132014 was25,069 $45,481 million(1) compared to22,274 $34,574 million at year-end 20122013 and22,557 $29,392 million at year-end 2011.2012. For further information on the Company’s level of borrowing and the type of financial instruments, including maturity profile of debt and currency and interest rate structure, see Note 20 to the Consolidated Financial Statements. For further information on the Company’s treasury policies, including the use of instruments for hedging purposes and the currencies in which cash and cash equivalents are held, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.

Cash and cash equivalents at year-end 20132014 were14,647 $25,181 million compared to15,469 $20,200 million at year-end 20122013 and14,025 $20,409 million at year-end 2011.2012.

Shareholders’ equity

Shareholders’ equity at year-end 20132014 was74,910 $93,531 million compared to72,465 $103,379 million(2)at year-end 20122013 and68,297 $95,658 million(2) at year-end 2011.2012. Changes in shareholders’ equity in 2014 were primarily due to the impacts of dividend payments, variations in foreign exchange and impairments (for information concerning the impairments, refer to “— Results 2012-2014”, above). Changes in shareholders’ equity in 2013 were primarily due to the addition of net income and other operations with non-controlling interests, partially offset by translation adjustments and the payment of dividends.

Changes in shareholders’ equity in 2012 were primarily due to the addition of net income, partially offset by translation adjustments and the payment of dividends. Changes in shareholders’ equity in 2011 were primarily due to the addition of net income and translation

adjustments, which were only partially offset by the payment of dividends. In 2013,2014, TOTAL bought back nearly 4.4 million of its own shares (i.e., 0.18% of the share capital as of December 31, 2014) under the authorization granted by the shareholders at the meeting of May 16, 2014 (see “Item 10 — 1.7. Share buybacks”). In 2013, TOTAL bought back approximately 4.4 million of its own shares (i.e., 0.19% of the share capital as of December 31, 2013) under the authorization granted by the shareholders at the meeting of May 17, 2013 (see “Item 10. Share buybacks in 2013”).2013. In 2012, TOTAL bought back 1.8 million of its own shares (i.e., 0.08% of the share capital as of December 31, 2012) under the previous authorization granted by the shareholders at the meeting of May 11, 2012. TOTAL did not repurchase any of its own shares during the year 2011.

Net-debt-to-equity

As of December 31, 2013,2014, TOTAL’s net-debt-to-equity ratio(3)(2) was 23%31.3% compared to 22%23.3% and 23%21.9% at year-ends 2013 and 2012, and 2011, respectively. OverThe increase from 2013 to 2014 was partly due to the 2011-2013 period, TOTAL used itshigher level of net debt linked to lower cash flow(4) from operations as well as the incomplete status on December 31, 2014, of the sales of Bostik, Totalgaz and the South African coal mines, and partly due to maintain this ratio generallythe decrease in its targeted rangeequity linked mainly to variations in foreign exchange and to the impact of around 20%impairments (for information concerning the impairments, refer to 30%“— Results 2012-2014”, primarily by managing net debt, while net income increased shareholders’ equity and dividends paid throughout the period decreased shareholders’ equity. above).

As of December 31, 2013,2014, TOTAL S.A. had $11,031$10,514 million of long-term confirmed lines of credit, of which $11,031$10,514 million were unused.

In 2014, based on the Group’s capital expenditures budget and after payment of dividends, the Company expects to maintain its net debt-to-equity ratio in the target range of around 20% to 30% in a $100 per barrel market environment. For information on the Group’s capital expenditures budget, please refer to the discussion in “— Overview”, above.

 

 

 

GUARANTEES AND OTHER OFF-BALANCE SHEET ARRANGEMENTS

 

 

 

As part of certain project financing arrangements, TotalTOTAL S.A. provided in 2008 guarantees in connection with the financing of the Yemen LNG project for an amount of528 million, $729 million. These guarantees are presented under “Guarantees given against borrowings” in Note 23 to the Consolidated Financial Statements. “Guarantees given against borrowings” also include the guarantees provided in 2010 by TotalTOTAL S.A. in connection with the financing of the Jubail project (operated by SAUDI ARAMCO TOTAL Refining and Petrochemical Company (SATORP)) of up to2,311 $3,188 million, proportional to TOTAL’s share in the project (37.5%). In addition, TotalTOTAL S.A. provided in 2010 a guarantee in favor of its partner in the Jubail project (Saudi Arabian Oil Company) with respect to Total Refining Saudi Arabia SAS’s obligations under the shareholders agreement with respect to SATORP. As of December 31, 2013,2014, this guarantee, which is of up to892 million and has been presented under

“Other “Other operating commitments” in Note 23 to the

Consolidated Financial Statements.Statements, is of up to $1,230 million. In 2013, TOTAL S.A. provided guarantees in connection with the financing of the Ichthys LNG project for an amountproject. As of2,218 million, December 31, 2014, these guarantees, which are presented under “Guarantees given against borrowings” in Note 23 to the Consolidated Financial Statements.Statements, amounted to $4,998 million.

These guarantees and other information on the Company’s commitments and contingencies are presented in Note 23 to the Consolidated Financial Statements. 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, have or are reasonably likely to have, currently or in the future, a material effect on the Group’s financial condition, changes in financial condition, revenues or expenses, results of operation, liquidity, capital expenditures or capital resources.

 

 

 

(1)(1) 

Excludes net current and non-current financial debt of(130) million as of December 31,2013 (756 $(56) million as of December 31, 2012 and02014, ($(179) million as of as of December 31, 2011),2013 and $997 million as of December 31, 2012) related to assets classified in accordance with IFRS 5 “non-current assets held for sale and discontinued operations”.

(2) 

Figures for 2012 and 2011 have been restated pursuant to the retrospective application of the revised accounting standard IAS 19 from January 1, 2013.

(3)

Net-debt-to-equity ratio = net debt (i.e., the sum of current borrowings, other current financial liabilities and non-current financial debt, net of current financial assets, net financial assets and liabilities related to assets classified in accordance with IFRS 5 as non-current assets held for sale, hedging instruments on non-current financial debt and cash and cash equivalents) divided by the sum of shareholders’ equity and non-controlling interests after expected dividends payable.

(4)

Net cash flow = cash flow from operating activities less investments plus divestments.

 

20132014 Form 20-F TOTAL S.A. 8999


Item 5 - OperatingResearch and Financial Review and Prospects

Development

 

 

CONTRACTUAL OBLIGATIONS

 

 

 

Payment due by period (M)  Less
than
1 year
   1-3
years
   3-5
years
   More
than
5 years
   Total 
Payment due by period (M$)  Less
than
1 year
   1-3
years
   3-5
years
   More
than
5 years
   Total 

Non-current debt obligations(a)

        6,572     6,149     11,040     23,761          9,275     9,184     25,385     43,844  

Current portion of non-current debt obligations(b)

   3,784                    3,784     4,411                    4,411  

Finance lease obligations(c)

   29     82     28     170     309     40     66     32     220     358  

Asset retirement obligations(d)

   533     1,067     650     7,037     9,287     651     1,576     854     10,040     13,121  

Operating lease obligations(c)

   807     1,257     820     1,174     4,058     1,218     1,746     981     1,675     5,620  

Purchase obligations(e)

   14,546     14,867     9,796     47,066     86,275     19,987     17,856     16,052     106,942     160,837  

Total

   19,699     23,845     17,443     66,487     127,474     26,307     30,519     27,103     144,262     228,191  

 

(a) 

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. The figures in this table are net of the non-current portion of issue swaps and swaps hedging bonds, and exclude non-current finance lease obligations of280 $318 million and net current and non-current financial debt of(130) $(56) million related to assets classified in accordance with IFRS 5 “non-current assets held for sale and discontinued operations”.

(b) 

The current portion of non-current debt is included in the items “Current borrowings”, “Current financial assets” and “Other current financial liabilities” of the balance sheet. The figures in this table are net of the current portion of issue swaps and swaps hedging bonds and exclude the current portion of finance lease obligations of29 $40 million.

(c) 

Finance lease obligations and operating lease obligations: the Group leases real estate, retail stations, ships, and other equipment through non-cancelable capital and operating leases. These amounts represent the future minimum lease payments on non-cancelable leases to which the Group is committed as of December 31, 2013,2014, less the financial expense due on finance lease obligations for82 $78 million.

(d) 

The discounted present value of Upstream asset retirement obligations, primarily asset removal costs at the completion date.

(e) 

Purchase obligations are obligations under contractual agreements to purchase goods or services, including capital projects. These obligations are enforceable and legally binding on TOTAL and specify all significant terms, including the amount and the timing of the payments. These obligations mainly include: hydrocarbon unconditional purchase contracts (except where an active, highly liquid market exists and when the hydrocarbons are expected to be re-sold shortly after purchase), reservation of transport capacities in pipelines, unconditional exploration works and development works in the Upstream segment, and contracts for downstream capital investment projects in Downstream.projects. This disclosure does not include contractual exploration obligations with host states where a monetary value is not attributed and purchases of booking capacities in pipelines where the Group has a participation superior to the capacity used.

 

For additional information on the Group’s contractual obligations, see Note 23 to the Consolidated Financial Statements. The Group has other obligations in connection with pension plans which are described in Note 18 to the Consolidated Financial Statements. As these obligations are not contractually fixed as to timing and amount, they have not been included in this disclosure. Other non-

current liabilities, detailed in Note 19 to the Consolidated Financial Statements, are liabilities related to risks that are probable and amounts that can be reasonably estimated. However, no contractual agreements exist related to the settlement of such liabilities, and the timing of the settlement is not known.

 

 

 

RESEARCH AND DEVELOPMENT

 

 

 

In 2013, Research & DevelopmentTOTAL dedicated $1,353 million to research and development (R&D) expenses amounted to949 million,in 2014, compared with805 $1,260 million in 20122013 and776 $1,034 million in 2011.2012. The process initiated in 2004 to increase R&D budgets continued in 2013.continued.

In 2013, 4,6842014, 4,840 people were dedicated to R&D activities, compared with 4,684 in 2013 and 4,110 in 2012 and 3,946 in 2011. This is mainly due to changes in the scope of the Group’s activities.2012.

There areR&D at TOTAL focuses on six major R&D focuses at TOTAL:axes:

 

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;

toxicity, better management of their life cycle and waste recovery;

developing, industrializing and improving first-level competitive processes for the conversion of oil, gas, 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;

efficiency, reduce the environmental footprint and maintain the Group’s economic margins in the long term;

understanding and measuring the impacts of the Group’s operations and products on ecosystems (water, soil, air, biodiversity) and recovering waste 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

mastering and using innovative technologies such as biotechnologies, materials sciences, nanotechnologies, high-performance computing, information and communications technologies andor new analytic techniques.

These issues are addressed synergistically within a portfolio of projects. Differentprojects in order to capture synergies. Various aspects may be looked at independently by different divisions.

100TOTAL S.A. Form 20-F 2014


Item 6 - A. Directors and Senior Management

The portfolio managed by the entity tasked with developing SMEssmall and medium-sized enterprises (“SMEs”) specialized in innovative energy technologies and cleantechs has grown regularly since 2009. In addition, a loan facility was introduced for innovative SMEs that develop technologies of interest for the Group.

The Group intends to increase R&D in all of its sectors through cross-functional themes and technologies. Attention is paid to synergies of R&D efforts between business units.

The Group has twenty-onetwenty-two R&D sites worldwide and has developed approximately 6001,000 partnerships with other industrial

groups and academic or highly specialized research institutes. TOTAL also has a permanently renewed network of scientific advisors worldwide thatwho monitor and advise on matters of interest

90TOTAL S.A. Form 20-F 2013


Items 5 - 6

to the Group’s R&D activities. Long-term partnerships with universities and academic laboratories, deemed strategic in Europe, the United States, Japan and China, as well as innovative small businessesSMEs are part of the Group’s approach.

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 2013,2014, more than 250300 new patent applications were issuedfiled by the Group.

 

 

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

 

1.Composition of the Board of Directors

Directors are appointed by the shareholders for a 3-year term (Article 11 of the Company’s bylaws).

In case of the resignation or death of a director between two Shareholders’ Meetings, the Board of Directors may temporarily appoint a replacement director. This appointment must be ratified by the shareholders at 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 work of the Board of Directors and its Committees.

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.

By virtue of the provisions of French law as well as of Article 11 of the Company’s bylaws, the Board of Directors includes among its members one director representing employee shareholders and one director representing employees.

1.1.Composition of the Board of Directors as of December 31, 2014

As of December 31, 2013,2014, the Board of Directors had fifteenfourteen members, including one director appointed by the shareholders to represent the Group’s employee shareholders. Twelve ofshareholders, one director appointed by the members of the Board were independent(Central Workers’ Council to represent employees, and twelve other directors (including seven independent directors, see “— C. Board Practices and Corporate Governance — 5. Director independence”, below).

The following individuals were members of the Board of Directors of TOTAL S.A. (information as of December 31, 2013)2014):

Christophe de Margerie

Born on August 6, 1951 (French).

Mr. de Margerie joined the Group after graduating from the École Supérieure de Commerce in Paris in 1974. He served in several positions in the Group’s Finance Department and Exploration & Production division. 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, he was named Chairman and Chief Executive Officer of TOTAL. Mr. de Margerie is also a Director of the Institut du monde arabe.

Director of TOTAL S.A. since 2006. Last renewal: May 11, 2012 until 2015.

Chairman of the Strategic Committee.

Holds 121,556 TOTAL shares and 65,242 shares of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund.

Principal other directorships

Director of Shtokman Development AG (Switzerland)

Director ofBNP Paribas* since May 15, 2013

Manager ofCDM Patrimonial SARL

 

 

 

Thierry Desmarest

Born on December 18, 1945 (French).

A graduate of the École Polytechnique and an Engineer of the FrenchFrance’s Corps des Mines engineering school, Mr. Desmarest served as Director of Mines and Geology in New Caledonia, then as technical advisor at the Offices of the Minister of Industry and the Minister of Economy. He joined TOTAL in 1981, where he held various management positions, then served as President of Exploration & Production until 1995. He served as Chairman and Chief Executive Officer of TOTAL from May 1995 until February 2007, and then as Chairman of the Board of TOTAL until May 21, 2010. He was then appointed Honorary Chairman and remainsremained a director of TOTAL and Chairman of the TOTAL Foundation. On October 22, 2014, he

was again appointed as Chairman of the Board of Directors for a term of office due to expire on December 18, 2015.

Director of TOTAL S.A. since 1995. Last renewal: May 17, 2013 until 2016.

Chairman of the Governance &and Ethics Committee, memberChairman of the Compensation Committee and the Strategic Committee.

Holds 186,576 shares.

Principal other directorships

 

 

Director of Sanofi*(1)

Director ofL’Air Liquide*

 

Director ofRenault S.A.*

 

Director ofRenault S.A.S.

Director ofBombardier Inc. (Canada)*

 

 

 

 

 

(1)*

Non-consolidated company which was removed from the Company’s 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 toexcluded from the group in which the director has his or her main duties.

 

20132014 Form 20-F TOTAL S.A. 91101


Item 6 - A. Directors and Senior Management

 

Patrick Artus

Born on October 14, 1951 (French).

Independent director.

A graduate of 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, and has been a

member of its Executive Committee since May 2013. He is an associate professor at the University of Paris I, Sorbonne. He is also a member of the council of economic advisorsConseil d’analyse économique to the French Prime Minister and of theCerclethe Cercle des Économistes.

Director of TOTAL S.A. since 2009. Last renewal: May 11, 2012 until 2015.

Member of the Compensation Committee and the Governance &and Ethics Committee.

Holds 1,000 shares.

Principal other directorships

 

 

Director ofIPSOS*

 

 

 

 

Patricia Barbizet

Born on April 17, 1955 (French).

Independent director.

A graduateMs. Barbizet is the Chief Executive Officer of Artemis, the Pinault family’s investment company, Chairwoman and Chief Executive Officer of Christie’s International and Vice Chairman of the École Supérieure de CommerceBoard of ParisDirectors of Kering S.A. She joined the Pinault group in 1976, Ms. Barbizet started her career1989 as the Chief Financial Officer. In 1992, she assisted in the Renault Group ascreation of Artemis and became its Chief Executive Officer in the same year. In 2014, she was appointed Chief Executive Officer of Christie’s International. She was previously 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 Chief Executive Officer of Artémis, then in 2004 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 (now Kering) in May 2005. PatriciaMs. Barbizet is also a member of the Board of Directors of TOTAL S.A. and PSA Peugeot S.A.Citroën. She was also a member of the Board of Directors of Bouygues from 2005 to 2012, and Chairwoman of the investment committee of the Fonds Stratégique d’Investissement from 2008 to 2013. She is an ESCP Europe graduate (class of 1976).

Director of TOTAL S.A. since 2008. Last renewal: May 13, 201116, 2014 until 2014.2017.

Chairperson of the Audit Committee and member of the Strategic Committee.

Holds 1,000 shares.

Principal other directorships

 

 

Director ofPSA Peugeot S.A.Citroën* since April 24, 2013

Director and Vice Chairman of the Board of Directors of Kering S.A.*

Director of Groupe Fnac* (S.A.)

Director and Chief Executive Officer of Artémis (S.A.)

Chief Executive Officer (non-Director) of Financière Pinault (S.C.A.)

Member of the Supervisory Board of Financière Pinault (S.C.A.)

Director of Groupe Fnac * (S.A.) since April 17, 2013

Director of Société Nouvelle du Théâtre Marigny (S.A)

Permanent representative of Artémis, member of the Board of Directors of Agefi (S.A.)

Permanent representative of Artémis, member of the Board of Directors of Sebdo le Point (S.A.)

Member of the Management Board of Société Civile du Vignoble de Château Latour (société civile)

Member of the Supervisory BoardDirector of Yves Saint Laurent (S.A.S.)

Chairwoman, CEO and Board member of Christie’s International Plc (England)

Administratore Delagato & administratore de Palazzo Grazzi (Italy)

Non-executive Board member of Kering Holland (formerly Gucci Group NV)

*

Administratore Delagato & administratoreCompany names marked with an asterisk are publicly listed companies. of Palazzo Grazzi (Italy)

Underlined companies are companies excluded from the group in which the director has his or her main duties.

102 

Chairman of the Board of Directors & Board memberof Christie’s International Plc (England)

TOTAL S.A. Form 20-F 2014

Non-Executive Directorof Kering Holland, formerly Gucci (Netherlands), since April 9, 2013


Item 6 - A. Directors and Senior Management

Marc Blanc

Born on December 7, 1954 (French).

Director representing employees.

After joining the Group in 1980 as a refinery operator at the Grandpuits Refinery, Mr. Blanc has, since 1983, exercised a number of trade union functions, in particular as Secretary of the European Elf Aquitaine Committee and then at TOTAL S.A. from 1991 to 2005. From 1995 to 1997, he worked as Secretary General of the CFTD Seine et Marne trade union for the chemicals industry (Syndicat Chimie CFDT), and then, from 1997 to 2001, as Deputy Secretary General of the CFTD trade union for the power and chemicals industries in the Île de France region (Syndicat Énergie Chimie, SECIF), where he became Secretary General in 2001 and continue in this role until 2005. Subsequently, from 2005 to 2012, Mr. Blanc acted as Federal Secretary of the CFDT chemical and power industry federation (Fédération Chimie Énergie) where he was responsible first for industrial policy and then for sustainable development, corporate social responsibility, international affairs (excluding Europe), and the oil and chemicals sectors. From 2009 to 2014, he was Director of the Chemicals and

Power Industry Research and Training Institute (IDEFORCE association) as well as Adviser to the Economic, Social and Environmental Council (Conseil Économique, Social et Environnemental, CESE) where he sits as a member of the Economic and Finance section as well as of the Environment section. In particular, he is responsible for submitting a report on the societal challenges of biodiversity (la biodiversité, relever le défi sociétal), which was published in 2011, and co-author with Alain Bougrain-Dubourg of a follow-up opinion entitled “Acting for Biodiversity” (Agir pour la Biodiversité) submitted in 2013. Mr. Blanc was also a member of the CESE’s temporary Committee on the “annual report on the state of France” in October 2013.

Director of TOTAL S.A. representing employees as of November 4, 2014 until 2017.

Holds 345 TOTAL shares and 640 units in the TOTAL ACTIONNARIAT FRANCE collective investment fund.

Principal other directorships

None

 

 

 

 

Gunnar Brock

Born on April 12, 1950 (Swedish).

Independent director.

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.

Director of TOTAL S.A. since 2010. Last renewal: May 17, 2013 until 2016.

Member of the Compensation Committee, the Governance &and Ethics Committee and the Strategic Committee.

Holds 1,000 shares.

Principal other directorships

 

Chairman of the Board of Stora Enso Oy*

 

Member of the Board ofInvestor AB*

 

Member of the Board ofSyngenta AG*

 

Chairman of the Board ofMölnlycke Health Care Group

 

Chairman of the Board ofRolling Optics

 

Member of the Board ofStena AB

 

 

 

 

 

*Company names marked with an asterisk are publicly listed companies.
    Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties.

 

922014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013103


Item 6 - A. Directors and Senior Management

Marie-Christine Coisne-Roquette

Born on November 4, 1956 (French).

Independent director.

A graduate of the University of Paris X Nanterre (lawMs. Coisne-Roquette has a Bachelor Degree in EnglishLawyer by training, with a French Masters’ Law and English) and holder of aSpecializeda Specialized Law Certificate from the New York Bar Association, Ms. Coisne-Roquette workedbar, she started a career as an attorney until 1988, whenin 1981 at the Paris and New York bars, as an associate of Cabinet Sonier & Associés in Paris. In 1984, she joined the family-ownedBoard of Sonepar group. Fromas a director and gave up her law career in 1988 to 1998, while also serving as Chief Executive Officer ofwork full time for the family-owned Colam Entreprendre holding company, she held several consecutive directorships at Sonepar S.A., where she was appointedfamily group. As Chairman of the family holding company, Colam Entreprendre, and later of the Sonepar Supervisory Board, in 1998. She wasshe consolidated family ownership, reorganized the Group structures and reinforced the shareholders’ Group to sustain its long-term strategy. Chairman and Chief Executive OfficerCEO of Sonepar from early 2002 until end 2012, Ms. Coisne-Roquette handed over the operational management of the Group to 2012,the Managing Director, and has beenis now Chairman of the Board of Directors since January 1, 2013. ASonepar. She heads also Colam Entreprendre as its Chairman and CEO. Formerly a member of the Young Presidents’ Organization (YPO), she served the MEDEF (France’s main employers’ association) as Executive Board of MEDEFCommittee member from 2000 to 2013 where she chaired that organization’sand Chairman of the Tax Commission from 2005 to 2013, Ms. Coisne-Roquettethe last eight years. She is acurrently member of the Economic, Social and Environmental Council. She is alsoCouncil and a directorDirector of the Association nationale des sociétés par actions (ANSA).TOTAL.

Director of TOTAL S.A. since 2011. Last renewal: May 13, 2011 and16, 2014 until 2014.2017.

Member of the Audit Committee, Member of the Compensation Committee.

Holds 1,2603,550 shares.

Principal other directorships

 

Chairperson of the Board of Directors of Sonepar S.A.

Chairperson and Chief Executive Officer of Colam Entreprendre

Permanent representative of Colam Entreprendre,co-manager of Sonedis (société civile)

Permanent representative of Colam Entreprendre, member of the Board of Directors at Cabus & Raulot (S.A.S)

Permanent representative of Colam Entreprendre, co-manager of Sonedis (société civile)

Permanent representative of Colam Entreprendre, Director of Sovemarco Europe (S.A.)

Permanent representative of Sonepar, Director of Sonepar France

 

Co-manager ofDéveloppement Mobilier & Industriel (D.M.I.) (socié(sociécivile)civile)

 

Manager ofKer Coro (socié(société civile immobilière)re)

 

 

 

 

Bertrand Collomb

Born on August 14, 1942 (French).

Independent director.

A graduate of the École Polytechnique and a memberan Engineer of France’s engineering Corps des Mines engineering school, 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 (IHEST).

Director of TOTAL S.A. since 2000. Last renewal: May 11, 2012 until 2015.

Member of the Governance &and Ethics Committee.

Holds 4,932 shares.

Principal other directorships

 

 

Director ofDuPont* (United States of America)

 

Director ofAtco* (Canada)

 

 

 

 

 

*Company names marked with an asterisk are publicly listed companies.
    Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties.

 

2013104TOTAL S.A. Form 20-F TOTAL S.A.932014


Item 6 - A. Directors and Senior Management

Paul Desmarais, jr(1)

Born on July 3, 1954 (Canadian).

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.

Director of TOTAL S.A. since 2002. Last renewal: May 13, 201116, 2014 until 2014.2017.

Holds 2,000 ADRs (corresponding to 2,000 shares).

Principal other directorships

 

Chairman of the Board & Co-Chief Executive Officer of Power Corporation of Canada*

Executive Co-Chairman of the Board of Corporation Financière Power*Power Financial Corporation* (Canada)

Vice Chairman and Acting ManagingExecutive Director of Pargesa Holding SA*S.A.* (Switzerland)

Director and member of the Executive Committee of Lathe Great-West compagnie d’assurance-vieLife Assurance Company (Canada)

Director and member of the Executive Committee of The Great-West Life & Annuity Insurance Company (United States of America)

Director and member of the Executive Committee of Great-West Lifeco Inc.* (Canada)

Director of Great-West Financial (Canada) Inc. (Canada)

Vice Chairman, Director and member of the PermanentStanding Committee of Groupe Bruxelles Lambert SA* (Belgium)

Director and member of the Executive Committee of Groupe Investors Group Inc. (Canada)

Director and member of the Executive Committee of Groupe d’assurance London Insurance Group Inc. (Canada)

Director and member of the Executive Committee of London Life compagnie d’assurance-vieInsurance Company (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 ofLafarge* (S.A.)S.A. (France)

Director and member of the Executive Committee of Compagnie d’Assurance duThe Canada sur la VieLife Assurance Company (Canada)

Director and member of the Executive Committee of theThe Canada Life Financial Corporation Financière Canada-Vie (Canada)

Director and member of the Executive Committee of IGM Financial 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)

Director of Great-West Life & Annuity Insurance Company of New York (United States of America)

Director of Power Communications Inc. (Canada)

Director and Vice Chairman of the Board of Power Corporation International (Canada)

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. (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 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 SGS SA*S.A.* (Switzerland)

 

 

 

 

Anne-Marie Idrac

Born on July 27, 1951 (French).

Independent director.

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 institution in charge of the development authority of Cergy-Pontoise (Établissement public d’Aménagement de 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-FranceÎle-de-France from 1998 to 2002, and State Secretary for Foreign Trade from March 2008 to November 2010. She also served as Chairperson and Chief Executive Officer of RATP from 2002 to 2006 and then as Chairperson of SNCF from 2006 to 2008.

Director of TOTAL S.A. since May 11, 2012 and until 2015.

Member of the Governance and Ethics Committee.

Holds 1,195 shares.

Principal other directorships

 

 

Director ofBouygues*

 

Director ofSaint Gobain*

 

Member of the Supervisory Board ofVallourec*

Director ofMediobanca S.p.A.* (Italy)

 

 

 

 

 

(1)

Mr. Desmarais, jr is Vice Chairman, a directorDirector and a member of the Permanent Committee of Groupe Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 4.8%3.9% of the Company’s shares and 4.8%3.9% of the voting rights. Mr. Demarais, jr disclaims beneficial ownership of such shares.

*Company names marked with an asterisk are publicly listed companies.
    Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties.

 

942014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013105


Item 6 - A. Directors and Senior Management

Charles Keller

Born on November 15, 1980 (French).

Director representing employee shareholders.

A graduate of the École Polytechnique and the École des Hautes Etudes Commerciales (HEC), CharlesMr. Keller joined the Group in 2005 at the refinery in Normandy as a performance auditor. In 2008, he was named Project Manager at the Grandpuits refinery to improve the site’s energy efficiency and oversee its reliability plan. In 2010, he joined Exploration & Production and Yemen LNG as areliability engineer and then became head of the Production

Support department in charge of optimizing the plant. CharlesSince February 2014, he has been a reservoir engineer at the head office in La Défense. While performing his duties in the refining sector, Mr. Keller sat on the Works Committees of the two

refineries and contributed to the activities of the Central Workers’ Council of UES Aval, first as an elected member and then as a union representative. Mr. Keller has been an elected member, representing holders of fund units, of the Supervisory Board of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund since November 2012. He is also an elected member of the Supervisory Board of the “TOTAL DIVERSIFIÉ A DOMINANTE ACTIONS”, “TOTAL ACTIONS EUROPÉENNES” and “TOTAL EPARGNE SOLIDAIRE” collective investment funds.

Director of TOTAL S.A. since May 17, 2013 and until 2016.

Member of the Audit Committee.

Holds 430740 TOTAL shares and 54 shares58 units of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund.

Principal other directorships

None

 

 

 

 

Barbara Kux(1)

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 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. From 2008 to 2013, she was a member of the Management Board of Siemens AG.

She has been responsible for sustainable development at the Group

group and in charge of the Group’sgroup’s supply chain. Since 2013, she has been a member of the Supervisory Board of Henkel and a member of the Board of Directors of Firmenich S.A.

Director of TOTAL S.A. since 2011. Last renewal: May 13, 2011 and16, 2014 until 2014.2017.

Member of the Governance and Ethics Committee and member of the Strategic Committee.

Holds 1,000 shares.

Principal other directorships

 

 

Member of the Supervisory Board ofHenkel* since 2013

Member of the Board of Directors ofFirmenich S.A. since 2013

 

Member of the Supervisory Board ofHenkel*

Director ofPargesa Holding S.A.* since May 6, 2014

Director ofUmicore* as of January 1, 2014

 

 

 

 

Gérard Lamarche(1)(2)

Born July 15, 1961 (Belgian).

Independent director.

Mr. Lamarche graduated in economic science from Louvain-la-Neuve University and is also a graduate of the INSEAD business school (Advanced(Advanced Management Program for Suez Group Executives)Executives). He also followed the Global Leadership Series training 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 Hollandthe Netherlands 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 (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 industryby branching into the industrial sector 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 Financial Officer of the Suez group. In April 2011, Mr. Lamarche became a director on the Board of Directors of Groupe Bruxelles Lambert (GBL). He has been the actingDeputy Managing Director since January 2012. Mr. Lamarche is currently a director of Lafarge, Legrand, TOTAL S.A. and SGS SA. He is also a non-voting member (censeur) on the Board of Directors of GDF Suez.

Director of TOTAL S.A. since 2012. Last renewal: May 17, 2013 until 2016.

Member of the Audit Committee and the Strategic Committee.

Holds 2,775 shares.

Principal other directorships

 

ActingDeputy Managing Director and Director of Groupe Bruxelles Lambert*

 

Director and Chairman of the Audit Committee ofLegrand*

 

Director ofLafarge*

 

Director ofSGS SA* (Switzerland)

 

Non-voting member (censeur) ofGDF Suez*

 

 

 

 

 

(1)

Ms. Kux is a Director of Pargesa Holding S.A., part of Group Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 3.9% of the Company’s shares and 3.9% of the voting rights. Ms. Kux disclaims beneficial ownership of such shares.

(2)

Mr. Lamarche is the ActingDeputy Managing Director and a Director of Groupe Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 4.8%3.9% of the Company’s shares and 4.8%3.9% of the voting rights. Mr. Lamarche disclaims beneficial ownership of such shares.

*Company names marked with an asterisk are publicly listed companies.
    Underlined companies are companies that do not belong toexcluded from the group in which the director has his or her main duties.

 

2013106TOTAL S.A. Form 20-F TOTAL S.A.952014


Item 6 - A. Directors and Senior Management

Anne Lauvergeon

Born on August 2, 1959 (French).

Independent director.

Chief MiningAn Engineer of France’s Corps des Mines engineering school and a graduate of the École Normale Supérieure with a doctorate in physical sciences,science, 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 ofwhere she was responsible for industrial partnerships and international affairs. Ms. Lauvergeon served aswas Chairperson of the Management Board of the Areva Group from July 2001 to June 2011 and as Chairperson and Chief Executive Officer of

Areva NC (formerly Cogema) from June 1999 to June 2011. SheSince 2011, Ms. Lauvergeon has been Chairperson and Chief Executive Officer of ALP, S.A.and, since 2011.April 2014, Chairperson of the Board of Directors of SIGFOX.

Director of TOTAL S.A. since 2000. Last renewal: May 11, 2012 until 2015.

Member of the Strategic Committee.

Holds 2,000 shares.

Principal other directorships

 

Chairperson and Chief Executive Officer of ALP S.A.

 

Director ofVodafone Group Plc*

Director ofAirbus Group NV* (formerly EADS)

 

Director ofAmerican Express*

 

Director ofSuez Environnement Company* since October 2014

Director ofRIO TINTO* since March 2014

Chairperson of the Supervisory Board of Directors ofLibérationSIGFOX since April 2014

Claude Mandil

Born on January 9, 1942 (French).

Independent director.

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 — DATAR) and as Interdepartmental Head of Industry and Research 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 (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 TOTAL S.A. since 2008. Last renewal: May 13, 2011 until 2014.

Member of the Strategic Committee, the Compensation Committee and the Governance & Ethics Committee.

Holds 1,000 shares.

 

 

 

 

Michel Pébereau(1)

Born on January 23, 1942 (French).

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 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.foundation, and Chairman of the Centre des professions financières. 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 directorChairman of the ARC foundation.

Director of TOTAL S.A. since 2000 —2000. Last renewal: May 11, 2012 until 2015.

Chairman of the Compensation Committee and, until February 9, 2012, member of the Nominating & Governance Committee.

Holds 2,356 shares.

Principal other directorships

 

Director of BNP Paribas*

 

Director ofAirbus Group NV* (formerly EADS)EADS)

 

Director ofPargesa 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 BNP Paribas SA (Switzerland)

 

Non-voting member (censeur) ofGaleries Lafayette

 

 

 

 

(1)

Mr. Pébereau is a director of Pargesa Holding SA, part of Group Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 4.8% of the Company’s shares and 4.8% of the voting rights. Mr. Pébereau disclaims beneficial ownership of such shares.

*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.

96TOTAL S.A. Form 20-F 2013


Item 6 - Directors and Senior Management

1.2.

ChangesSummary of changes in the composition of the Board of Directors in 2013(information as of February 11, 2015)

i. Changes in the composition of the Board of Directors in 2014:

At the Shareholders’ Meeting held onof May 17, 2013,16, 2014, the directorships of Messrs. Desmarest, BrockMses. Barbizet, Coisne-Roquette, Kux and LamarcheMr. Desmarais, jr were renewed for a 3-year term expiringthat will expire at the end of the Shareholders’ Meeting held in 20162017 to approve the 2015 financial statements.statements for the 2016 fiscal year.

On November 4, 2014, Mr. KellerBlanc was appointed director representing employee shareholders,employees, also for a 3-year term, replacing Mr. Clément, whose term was due to expire.period of three years.

As of February 11, 2014,2015, the Board of Directors had fifteenhas fourteen members, including one director appointed by the shareholders to represent the Group’s employee shareholders. Twelve ofshareholders, one director appointed by the Board members, which represents 85%Central Workers’ Council to represent employees, and twelve other directors including seven independent directors,i.e., 58.3%(1)(2) of the directors are independent(see(see “— C. Board Practices and Corporate Governance — 5. Director independence”, below).

The number of independent members of the Board of Directors is therefore higher than the number recommended by theAFEP-MEDEF Corporate Governance Code, to which the Company refers and which specifies that at least one half of the members of the Board at widely held companies with no controlling shareholders must be independent. According to the Code (point 9.2), neither directors representing employee shareholders nor directors representing employees are considered for the purposes of calculating this percentage.

Board of Directors diversity policyii. Board of Directors diversity policy:

The Board of Directors places a great deal of importance on its composition and that of its Committees. In particular, it relies on the work of the Governance &and Ethics Committee, which reviews annually and proposes, as circumstances may require, desirable changes in the composition of the Board of Directors and Committees based on the Group’s strategy.

The Governance &and Ethics Committee conducts its work within the context of a formal procedure so as to ensure the complementarity of the Directors’ competencies and the diversity of their profiles, maintain a rate of independence for the Board as a

(1)

Mr. Pébereau is a Director of Pargesa Holding S.A., part of Group Bruxelles Lambert, which acting in concert with Compagnie Nationale à Portefeuille, to the Company’s knowledge, owns 3.9% of the Company’s shares and 3.9% of the voting rights. Mr. Pébereau disclaims beneficial ownership of such shares.

(2)

Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 9.2).

*Company names marked with an asterisk are publicly listed companies.
Underlined companies are companies excluded from the group in which the director has his or her main duties.

2014 Form 20-F TOTAL S.A.107


Item 6 - A. Directors and Senior Management

whole that is relevant to the Company’s governance structure and the structure of its shareholder base, strive for a balanced representation of men and women on the Board, and promote an appropriate representation of directors of different nationalities.

As part of an effort that began several years ago, the composition of the Board of Directors has changed significantly since 2010 to achieve a more balanced representation of men and women and an openness to more international profiles.

As of February 11, 2014,2015, the Board of Directors had four members of foreign nationality (27%(30.7%(1) of the directors) and five women (one-third(38.5%(2) of the directors,i.e., a higher proportion of women than recommended in the AFEP-MEDEF Code).

According to the recommendations introduced in April 2010 in the AFEP-MEDEF Code regarding balanced representation of men and women on boards, the proportion of women on boards of directors was supposed to be at least 20% within three years of the 2010 Shareholders’ Meeting and should be at least 40% within six years of that same Shareholders’ Meeting.Meeting(3). These requirements were also stipulated in the French law of January 27, 2011 regarding balanced representation of men and women on Boardsboards of Directorsdirectors and Supervisory Boardssupervisory boards and equal opportunity. Pursuant to this law, the 20% target must be reached by the end of the 2014 Shareholders’ Meeting and the 40% target must be reached by the end of the 2017 Shareholders’ Meeting.Meeting(4).

The Board of Directors will continue its reflections on diversifying its composition in the years to come, with the aim of having

reaching the proportion of women represent more than 40% of the members ofon the Board of Directors at or above the level of 40% as set out in the law and in the AFEP-MEDEF Code and maintaining ana high level of international representation.

Renewals of directorships proposed at the 2014 Shareholders’ Meetingiii. Renewals of directorships proposed at the 2015 Shareholders’ Meeting:

At its meeting held onof February 11, 2014,2015, and further to a proposal by the Governance and Ethics Committee, the Board of Directors decided to propose at the May 16, 2014 Shareholders’ Meeting the renewal of May 29, 2015 that the directorships of Mmes. Barbizet, Coisne-Roquette and KuxMs. Idrac and Mr. Desmarais, jr.Artus be renewed for a 3-year term that willto expire at the end of the Shareholders’ Meeting held to approve the financial statementsaccounts of the 2017 fiscal year. Ms. Lauvergeon and Messrs. Pébereau and Collomb have not requested the renewal of their directorships.

Mr. Pouyanné’s appointment as Director of the Company for a period of three years will also be submitted to vote at the 2016 financial year.

Shareholders’ Meeting of May 29, 2015. If the proposed resolutions are approved, the Board of Directors would have fourteentwelve members at the end of the May 16, 201429, 2015 Shareholders’ Meeting (compared with fifteenfourteen previously), as Mr. Mandil has not requested the renewal of his directorship, which is due to expire..

 

1.3.

Absence of conflicts of interest

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, and 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.

Absence of a conviction

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.

Other information

At its meeting on September 15, 2009, the Board of Directors appointed Mr. Paris de Bollardière Secretary of the Board.

Representatives of the Worker’sWorkers’ Council: pursuant to ArticleArticles L. 2323-62 et seq. of the French Labor Code, four members of the Worker’sWorkers’ Council attend,attended, with consultative rights, all meetings of the Board. In compliance with the second paragraph of such article, since July 7, 2010 four membersPursuant to Article L. 2323-65 of the Worker’s Council attend Board meetingssame Code, as of February 11, 2014.

Director independence

At its meetingNovember 4, 2014, namely the date of the appointment of the director representing employees on February 11, 2014, the Board of Directors, on the recommendationa single member of the Governance & Ethics Committee, reviewedCouncil attends the independencemeetings of the Company’s directors as of December 31, 2013. 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”.Board.

 

2.General management

 

 

(1)2.1.

Not including the director representing employee shareholders, according to the recommendations made in the AFEP-MEDEF Code.Management form

2013 Form 20-F TOTAL S.A.97


Item 6 - Directors and Senior Management

For each director, this assessment relies onFollowing the independence criteria set forth in the AFEP-MEDEF Code, revised in June 2013, as outlined below:

not be an employee or executive directordeath of the Company, or an employee or director of its parent company or of a company consolidated by its parent company,Chairman and not having been in such a position for the previous five years;

not be an executive director of a company in which the Company holds, directly or indirectly, a directorship or in which an employee designated as such or an executive director of the Company (currently in office or having held such office for less than five years) is a director;

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 represents a material part of their business (the assessment of the materiality or non-materiality of the relationship must be discussed by the Board and the criteria on which this assessment was based must be explained in theannual report);

not to be related by close family ties to a corporate executive director;

not to have been a statutory 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.

At its meeting on February 11, 2014, pursuant to the report of the Governance & Ethics Committee, the Board of Directors observed that Mr. Desmarest, Chairman of the Board of Directors until May 21, 2010, had been an executive director within the meaning of the Code within the five previous years.

With regard to the criterion applicable to twelve years of service, the Board, at its meeting on February 11, 2014, pursuant to the report of the Governance & Ethics Committee, observed that four directors had exceeded twelve years of service on December 31, 2013: Ms. Lauvergeon and Messrs. Collomb, Desmarest and Pébereau. It also observed that Mr. Desmarais, jr.’s years of service as director will reach twelve prior to the date of the May 16, 2014 Shareholders’ Meeting.

In assessing the independence of these directors, the Board disregarded this criterion applicable to twelve years of service based on the opinion that it had no relevance given, on the one hand, the specific characteristics of the oil and gas sector which relies on long-term investment cycles, and, on the other hand, the objectivity that these directors have demonstrated in the Board’s activity. In addition, it deemed that the experience acquired on the Board by these directors strengthened their freedom of speech and their independence of judgment and, therefore, 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, the Board held that Mr. Collomb, Mr. Desmarais, Jr., Ms. Lauvergeon and Mr. Pébereau could be deemed as being 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 director, 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 deemed as being independent.

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 3.3% of Vallourec’s turnover(2)and less than 0.5% of the Group’s purchasing in 2013, 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 deemed as being 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 2013. The Board concluded that Mr. Brock could be deemed as being 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.

85%(3) of the directors were independent on December 31, 2013.

General Management

Management form

On the proposal of the Governance & Ethics Committee,Chief Executive Officer, the Board of Directors decided at its meeting of May 11, 2012, to maintainOctober 22, 2014, on the management form formally adopted at the Board meeting of May 21, 2010, namely the unificationrecommendation of the Governance and Ethics Committee, to separate the functions of Chairman of the Board of Directors and Chief Executive Officer, and to confirm Mr. Christophe de Margerie in his function as Chairman and Chief Executive Officer for a period equalin order to that of his term of office as director, which will expire atensure the endgreatest possible continuity in the transition of the Shareholders’ Meeting called to approve the accounts for the financial year ending December 31, 2014.

As a result, Mr. de Margerie has served as Chairman and Chief Executive Officer of TOTAL S.A. since May 21, 2010.

general management. 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 “— Corporate Governance — Board of Directors practices —selected Management form”, below).

The management form selected will remainForm remains in effect until a decision to the contrary is made by the Board of Directors.

The Board of Directors thus appointed Mr. Pouyanné as Chief Executive Officer for a term of office due to expire at the end of the Shareholders’ Meeting called in 2017 to approve the financial statements for the fiscal year 2016. The Board furthermore appointed Mr. Desmarest as Chairman of the Board of Directors for a period due to expire on December 18, 2015, in light of the age limits set out in the bylaws. As of such date, the functions of Chairman and Chief Executive Office of TOTAL will be combined.

Patrick Pouyanné, Chief Executive Officer of TOTAL

President of the Executive Committee

Born on June 24, 1963 (French).

A graduate of École Polytechnique and a Chief Engineer of France’s Corps des Mines engineering school, Mr. Pouyanné held various administrative positions in the Ministry of Industry and other cabinet positions (technical advisor to the Prime Minister in the fields of the Environment and Industry — Edouard Balladur — from 1993 to 1995, Cabinet Director for the Minister for Information and Aerospace Technologies — François Fillon — from 1995 to 1996) between 1989 and 1996.

In January 1997, he joined TOTAL’s Exploration & Production division, first as Chief Administrative Officer in Angola, before becoming Group representative in Qatar and President of the Exploration and Production subsidiary in that country in 1999.

In August 2002, he was appointed President Finance, Economy and IT for Exploration & Production. In January 2006, he became President Strategy, Growth and Research in Exploration & Production and was appointed a member of the Group’s Management Committee in May 2006.

 

 

(1) 

2013 net banking income estimated based on BNP Paribas as of September 30, 2013.Excluding the director who represents employees.

(2)

Based onExcluding the 2012 consolidated turnover published by Vallourec.director who represents employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 6.4).

(3)(3) 

Not including the director representing employee shareholders, accordingAccording to the recommendations made inAFEP-MEDEF Code (point 6.4), directors representing employees are not considered for the AFEP-MEDEF Code.purposes of calculating this percentage.

(4)

According to Article L. 225-27-1 of the French Commercial Code, directors representing employees are not taken into consideration for the application of these provisions.

 

98108 TOTAL S.A. Form 20-F 20132014


Item 6 - B. Compensation

In March 2011, Mr. Pouyanné was appointed Vice President, Chemicals, and Vice President, Petrochemicals. In January 2012, he became President, Refining & Chemicals and a member of the Group’s Executive Committee.

On October 22, 2014, he was appointed Chief Executive Officer of TOTAL and President of the Group’s Executive Committee.

Mr. Pouyanné holds 54,224 TOTAL shares and 7,286.44 units in the TOTAL ACTIONNARIAT FRANCE collective investment fund.

 

 

2.2.

The Executive Committee

The Executive Committee, under the responsibility of the Chairman and Chief Executive Officer, is the decision-making body of the Group.

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.

In 2013,2014, the Executive Committee met at least twice a month, except in August when it met only once.

As of December 31, 2013,2014, the members of TOTAL’s Executive Committee were as follows:

 

Christophe de Margerie, ChairmanPatrick Pouyanné, Chief Executive Officer and President of the Executive Committee, Chairman and Chief Executive Officer;Committee;

Philippe Boisseau, President, of Marketing & Services and President, New Energies;

Arnaud Breuillac, President, Exploration & Production;

Yves-Louis Darricarrère, President, of Upstream (Exploration & Production division and President, Gas & Power);Power;

Jean-Jacques Guilbaud, Chief Administrative Officer;

Patrick de La Chevardière, Chief Financial Officer; and

Patrick Pouyanné,Philippe Sauquet, President, of Refining & Chemicals.

2.3.

The Management Committee

The Management Committee facilitates coordination among the Group’s different entities of the Group and monitors the operating results of the operational divisions and the activity reports of the functional divisions.

In addition to the members of the Executive Committee, the following twenty-threetwenty-one individuals from various operating divisions and non-operating departments served as members of the Management Committee as of December 31, 2013:2014:

 

 

Corporate: Peter Herbel, Jean-Marc Jaubert, Helle Kristoffersen, Manoelle Lepoutre, Jean-François Minster, Jacques-Emmanuel Saulnier, Jérôme Schmitt, Maarten Scholten, Bernadette Spinoy, François Viaud;Viaud.

 

Upstream: Marc Blaizot, Arnaud Breuillac, Olivier Cleret de Langavant, Isabelle Gaildraud, Michel Hourcard, Jacques Marraud des Grottes, Philippe Sauquet;Hourcard.

 

Refining & Chemicals: Pierre Barbé, Bertrand Deroubaix, Jean-Marc Jaubert, Jacques Maigné, Jean-Jacques Mosconi, Bernard Pinatel, Bernadette Spinoy; andThomas Waymel.

 

Marketing & Services: Odile de Damas-Nottin, Francis Jan, Benoît Luc, Momar Nguer.

In addition, Humbert de Wendel is the Group’s Treasurer.

 

 

As from April 2, 2015, a Group Performance Management Committee will be instituted in place of the Group Management Committee, whose mission will then end. The mission of the Group Performance Management Committee is to examine, analyze and pilot the safety, financial and business results of the Group. The Committee, chaired by the Chief Executive Officer, will be composed of the managers in charge of the business units of the Group, as well as a limited number of Senior Vice Presidents of functions at Group (Communication, Human Resources, Legal Affairs, Safety and Strategy) and segment levels. It will meet monthly.

 

B. COMPENSATION

 

 

Approach to overall compensation

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.

Most of the subsidiaries that implement annual individual pay reviews attempt to position theirWhen comparative elements are available, a compensation at leastpositioning at the mid-point of the comparative external reference (market average).market average is sought.

General and merit-based increasessalary-raise campaigns take place yearly. Group companies may also use tools that reward collective performance (for example, in France, incentives and profit-sharing), together with base salary supplements, such as bonuses or variable portions, to better acknowledge individual contribution. The trend is towards individualized remuneration by strengthening rewards for collective and individual performance.

The HSE (Health,Health, Safety and Environment)Environment (HSE) aspect is also taken into account when evaluating individual and collective performance. A policy is pursued that recognizes HSE

performance by assessing the individual performance of managers and collective team performance. A portion of the managers’ variable compensation is based on the achievement of HSE targets set for each business segment. It may also include individual HSE objectives, for which achievement is assessed during the annual performance review.appraisal. For the managers whose compensation includes a variable portion, HSE criteria can determine up to 10% of the variable portion. For all employees, the annual performance reviewappraisal also includes an HSE target determined with the line manager. In addition, the three-yearly profit-sharing agreement for 2012-2014 applying to the oil and

petrochemicals perimeter(1)(1)in France includesincluded for the first time a component of remuneration that is conditional on reaching an HSE target assessed per the business segment.

Moreover, 93%98% of the employees included in the scope of the 20132014 WHRS are employed in countries where the law guarantees a minimum wage. InFor the remaining 2%, in the absence of legislation, for the remaining 7%, the Group at the very least, complies with the local agreements on pay (company(Company agreements or collective conventions) or builds its own structure.pay structure, at the very least. The minimum compensation is always set in accordance with the above policy, which is based on external

2014 Form 20-F TOTAL S.A.109

(1)

Including nine Upstream, Refining & Chemicals and Marketing & Services companies in France.


Item 6 - B. Compensation

benchmarks, thereby guaranteeing compensation above the locally applicable minimum. The general implementation of job weighting using the same evaluation method (the Hay method), which allows a salary range to be associated with each job level, ensures fair treatment internally.

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 (about(approximately 10,000) on the basis of the Group’s achievement of overall economic goals.goals (refer to “— 4. Stock option and free share grants policy”, below).

In July 2013,2014, the Board of Directors of TOTAL S.A. approved a performance share plan. This is the ninthtenth plan implemented by the Group since the granting of free shares to employees has been permitted by French law and it ensures a significant replenishment rate with 39% of employees who were not beneficiaries the previous year.

The Group regularly invites its employees to subscribe to capital increases reserved for employees, the latest of which was launched in 2013. During this operation, 28,000 employees in 96 countries decided to subscribe to this capital increase, which, in

addition to a conventional scheme, offered a scheme securing the employee’s investment with a guaranteed minimum return. A new operation is taking place in 2015, in approximately 106 countries, which offers the same schemes as in 2013, a classic formula and a “leveraged” formula. New for this operation is a matching contribution on the first five shares subscribed, which aims to encourage subscribers with modest saving capacity. This operation is carried out in two phases: a “reservation” period from November 28 to December 12, 2014, followed by a “withdrawal/subscription” period from March 14 to 20, 2015. The subscription price was set on March 13, 2015.

Moreover, TOTAL places the development of employee savings, wherever possible, at the heart of its Human Resources policy. For more detailed information, refer to “— D.2. Share ownership”, below.

(1)

Including nine Upstream, Refining & Chemicals and Marketing & Services companies in France.

2013 Form 20-F TOTAL S.A.99


Item 6 - Compensation

The pension and employee benefit programs in the Group’s subsidiaries are improved every year (health, insurance,disability and life insurance). Since 2011, such improvements include the gradual introduction of a supplementary pension scheme in certain subsidiaries of Refining & ChemicalsThe Group also monitors legislative developments and Marketing & Services and the benchmarking and introduction of supplementary health and life insuranceadjusts these programs in eight Asian countries and for all employees in the Mexican subsidiaries in 2013. Additional improvements were made in 2013 in other countries regarding the death benefit.accordingly. A life insurance program paying a minimum of two years’ salary in case of death, regardless of the cause, has been set up in a large majority of Group companies. As a result of significant changes in the scope under review (sale of large companies and integration of new, created or acquired companies), theThe level of coverage under this program at year-end was 86%87% of the workforce included in the 20132014 WHRS.

Board members’ compensation

1.Board members’ compensation

The conditions applicable to Board members’ compensation are defined by the Board of Directors on the proposal of the Compensation Committee, subject to the overall maximum amount of directors’ fees authorized by the Shareholders’ Meeting.

The overall maximum amount of directors’ fees allocated to members of the Board of Directors was set at1.4 million for eachper fiscal year by the Shareholders’ Meeting held on May 17, 2013.

In 2013,2014, the overall amount of directors’ fees due to the members of the Board of Directors was1.251.34 million, noting that there were fifteenfourteen directors as of December 31, 2013.2014.

The allocation of the overall amount of directors’ fees for fiscal year 2013 is based on an allocation2014 are allocated according to a formula 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, subject to the conditions below:

 

a fixed annual amount of20,000 is to be paid to each director (calculated on apro rata basis in case of a change during the year), apart from the Chairperson of the Audit Committee, who is to be paid30,000 and the other Audit Committee members, who are to be paid25,000;

a fixed annual amount of20,000 is to be paid to each director (calculated on a pro rata basis in case of a change during the year), apart from the Chairman of the Audit Committee, who is to be paid30,000 and the other Audit Committee members, who are to be paid25,000;

an amount of5,000 per director for each Board of Directors’ meeting actually attended;

an amount of3,500 per director for each Governance and Ethics Committee, Compensation Committee or Strategic Committee meeting actually attended;

an amount of7,000 per director for each Audit Committee meeting actually attended;

a premium of2,000 for travel from a country outside France to attend a Board of DirectorsDirectors’ or Committee meeting; and

the Chief Executive Officer, or the Chairman and Chief Executive Officer if the positions are unified, does not receive directors’ fees as directorfor his work on the Board and Committees of TOTAL S.A. or any other company of the Group.; and

Thethe total amount paid to each director is determined after taking into consideration the director’s actual presence at each Board of Directors’ or Committee meeting and, if appropriate, after prorating the amount set for each director, such that the overall amount paid remains within the maximum limit set by the Shareholders’ Meeting.

These rules for allocating directors’Directors’ fees initially defined by the Board of Directors at its meeting on October 27, 2011, were confirmed by the Board of Directors at its meeting on February 9, 2012, during which the Board also decided to prorate the total amounts paid to each director if the maximum amount authorized by the Shareholders’ Meeting is exceeded. These rules were again confirmed by the Board of Directors at its meeting on February 12, 2013.

At the same Board meeting, it was decided that the amount of fees paid to directors for a fiscal year will beare paid on the decision of the Board of Directors, and following a proposal of the Governance and Ethics Committee, at the beginning of the next fiscal year.

100TOTAL S.A. Form 20-F 2013


Item 6 - Compensation

If the maximum amount authorized by the Shareholders’ Meeting is exceeded, the total amounts paid to each director are prorated.

The director representing employee shareholders, as well as the director representing employees, receive directors’ fees according to the same terms and conditions as any other director.

The table below presents the total compensation (including in-kind benefits) due and paid to each director in officeand non-executive director (mandataires sociaux) during the last two fiscal years (Article L. 225-102-1 of the French Commercial Code, 1st and 2nd paragraphs).

Directors’ fees and other compensation due and paid to the executive and non-executive directors (mandataires sociaux) (AMF Table No. 3):

    Fiscal year ended
December 31, 2012
  

Fiscal year ended

December 31, 2013

 
(Gross amount —)  Amounts due  Amounts paid  Amounts due  Amounts paid 

Christophe de Margerie

     

Directors’ fees

   none    none    none    none  

Other compensation

   (a)   (a)   (a)   (a) 

Thierry Desmarest

     

Directors’ fees

   76,014    76,014    89,500      

Other compensation: retirement pension(b)

   575,290    575,290    578,940    578,940  

Patrick Artus

     

Directors’ fees

   72,921    72,921    79,500      

Other compensation

   none    none    none      

Patricia Barbizet

     

Directors’ fees

   118,883    118,883    134,500      

Other compensation

   none    none    none      

Daniel Bouton(c)

     

Directors’ fees

   28,472    28,472          

Other compensation

   none    none    none      

Gunnar Brock

     

Directors’ fees

   79,992    79,992    102,500      

Other compensation

   none    none    none      

Claude Clément(d)

     

Directors’ fees

   60,546    60,546    31,000      

Other compensation

   102,883    102,883    92,153    92,153  

Marie-Christine Coisne-Roquette

     

Directors’ fees

   100,763    100,763    129,500      

Other compensation

   none    none    none      

Bertrand Collomb

     

Directors’ fees

   69,827    69,827    67,500      

Other compensation

   none    none    none      

Paul Desmarais, jr.

     

Directors’ fees

   64,966    64,966    47,000      

Other compensation

   none    none    none      

Anne-Marie Idrac(e)

     

Directors’ fees

   32,075    32,075    75,500      

Other compensation

   none    none    none      

Charles Keller(f)

     

Directors’ fees

           36,000      

Other compensation

           64,586    64,586  

Barbara Kux

     

Directors’ fees

   71,153    71,153    79,000      

Other compensation

   none    none    none      

Gérard Lamarche

     

Directors’ fees

   121,695    121,695    143,500      

Other compensation

   none    none    none      

Anne Lauvergeon

     

Directors’ fees

   60,546    60,546    65,500      

Other compensation

   none    none    none      

Claude Mandil

     

Directors’ fees

   69,827    69,827    93,000      

Other compensation

   none    none    none      

Michel Pébereau

     

Directors’ fees

   65,408    65,408    77,500      

Other compensation

   none    none    none      

Thierry de Rudder(g)

     

Directors’ fees

   6,912    6,912          

Other compensation

   none    none    none      

Total

   1,778,173    1,778,173    1,986,679    735,679  

(a)

For the Chairman and Chief Executive Officer, see the summary compensation tables in— Summarytables (AFEP-MEDEF corporate governance code — AMFposition-recommendations No. 2009-16)”, below. The Chairman and Chief Executive Officer does not receive directors’ fees as director of TOTAL S.A. or any other company of the Group.

(b)

Mr. Desmarest does not receive any compensation for duties related to representing the Group internationally.

(c)

Director until May 11, 2012.

(d)

Director representing employee shareholders until May 17, 2013.

(e)

Director since May 11, 2012.

(f)

Director representing employee shareholders since May 17, 2013.

(g)

Director until January 12, 2012.

2013 Form 20-F TOTAL S.A.101


Item 6 - Compensation

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-Chimie.

The compensation indicated in the table above (except for that of the Chairman and Chief Executive Officer, Mr. Clément, Mr. Keller and Mr. Desmarest) consists solely of directors’ fees (gross amount) due for the period under review. Moreover, there is no service contract linking a Directordirector to TOTAL S.A. or any companies controlled by it which provides for benefits under such contract.

110TOTAL S.A. Form 20-F 2014


Item 6 - B. Compensation

CompensationTable of the executivedirectors’ fees and other compensation due and paid to non-executive directors (AMF Table No. 3):

    Fiscal year ended
December 31, 2013
  Fiscal year ended
December 31, 2014
 
Gross amount ()  Amounts due  Amounts paid  Amounts due  Amounts paid 

Thierry Desmarest, Chairman of the Board since
October 22, 2014

     

Directors’ fees

   89,500        101,500    89,500  

Other compensation(a)

   none    none    none    none  

Patrick Pouyanné, Chief Executive Officer since
October 22, 2014 (non-director)

     

Directors’ fees

   n/a    n/a    none    none  

Other compensation

   n/a    n/a    (b)   (b) 

Christophe de Margerie, Chairman and Chief Executive Officer until October 20, 2014

     

Directors’ fees

   none    none    none    none  

Other compensation

   (b)   (b)   (b)   (b) 

Patrick Artus, director

     

Directors’ fees

   79,500        101,500    79,500  

Other compensation

   none        none    none  

Patricia Barbizet, director

     

Directors’ fees

   134,500        136,000    134,500  

Other compensation

   none        none    none  

Marc Blanc, director representing employees since November 4, 2014

     

Directors’ fees(c)

   n/a    n/a    8,178      

Other compensation

   n/a    n/a    72,940    72,940  

Gunnar Brock, director

     

Directors’ fees

   102,500        115,000    102,500  

Other compensation

   none        none    none  

Claude Clément, director representing employee shareholders until May 17, 2013

     

Directors’ fees

   31,000        n/a    n/a  

Other compensation

   92,153    92,153    n/a    n/a  

Marie-Christine Coisne-Roquette, director

     

Directors’ fees

   129,500        126,000    129,500  

Other compensation

   none        none    none  

Bertrand Collomb, director

     

Directors’ fees

   67,500        81,000    67,500  

Other compensation

   none        none    none  

Paul Desmarais, jr, director

     

Directors’ fees

   47,000        56,000    47,000  

Other compensation

   none        none    none  

Anne-Marie Idrac, director

     

Directors’ fees

   75,500        77,000    75,500  

Other compensation

   none        none    none  

Charles Keller, director representing employee shareholders since May 17, 2013

     

Directors’ fees(c)

   36,000        93,083    36,000  

Other compensation

   64,586    64,586    74,244    74,244  

Barbara Kux, director

     

Directors’ fees

   79,000        104,000    79,000  

Other compensation

   none        none    none  

Gérard Lamarche, director

     

Directors’ fees

   143,500        156,000    143,500  

Other compensation

   none        none    none  

Anne Lauvergeon, director

     

Directors’ fees

   65,500        68,500    65,500  

Other compensation

   none        none    none  

Claude Mandil, director until May 16, 2014

     

Directors’ fees

   93,000        42,951    93,000  

Other compensation

   none        none    none  

Michel Pébereau, director

     

Directors’ fees

   77,500        74,000    77,500  

Other compensation

   none        none    none  

Total

   1,407,739    156,739    1,487,896    1,367,184  

(a)

Mr. Desmarest does not receive any specific compensation as Chairman of the Board. In relation to the previous duties that he performed within the Group until May 21, 2010, he receives a retirement pension from the pension plans set up by the Company (internal defined contribution pension plan, known as RECOSUP, and supplementary pension plan authorized by the Board of Directors on February 11, 2009, and approved by the Shareholders’ Meeting on May 15, 2009).

(b)

For more information, refer to the summary compensation tables given in “2.5. Summary tables (AFEP-MEDEF Code / AMF position-recommendations No. 2009-16)”, below. The Chief Executive Officer does not receive directors’ fees as director of the Group’s companies.

(c)

Messrs. Blanc and Keller chose for the entire term of their directorship to grant all their directors’ fees to their trade union membership organizations.

2014 Form 20-F TOTAL S.A.111


Item 6 - B. Compensation

 

2.

Compensation policy forof the Chairman and Chief Executive Officerexecutive directors

 

General principles

The policy relatedAt its meeting on October 22, 2014, the Board of Directors, on the proposal of the Governance and Ethics Committee, decided to separate the compensationpositions of the Chairman and Chief Executive Officer of TOTAL S.A. The Board of Directors considered such separation of powers to be the management form the most appropriate to the new situation within the Company following the death of Mr. de Margerie on October 20, 2014. The Board of Directors therefore appointed Mr. Pouyanné as Chief Executive Officer for a term expiring at the end of the Shareholders’ Meeting called in 2017 to approve the financial statements for the fiscal year 2016. The Board furthermore appointed Mr. Desmarest as Chairman of the Board of Directors for a period due to expire on December 18, 2015, in light of the age limits set out in the bylaws. As of such date, the functions of Chairman and Chief Executive Officer of TOTAL will be combined.

This new organization in the Group’s powers prompted the Board of Directors during its meeting on October 28, 2014, to determine, on the proposals of the Compensation Committee and based on the general principles described hereinafter, the compensation policies for the Chairman of the Board and the Chief Executive Officer.

2.1.General principles of the compensation policy for the executive directors

The compensation policy for the executive directors is approved and reviewed every year by the Board of Directors on the proposal of the Compensation Committee. It is determined in accordance with the “Principles and rules for determining the compensation and other benefits of the Chairman and Chief Executive Officer”executive directors”.

These principles and rules, approved by the Board of Directors at its meeting on February 9, 2012, are presented below:

Compensation and benefits for the executive directors are set by the Board of Directors after considering proposals from the Compensation Committee. Such compensation must be reasonable and fair, in a context that values both teamwork and motivation within the Company.

Compensation for the executive directors is related to market practice, work performed, results obtained and responsibilities held.

Compensation for the executive directors includes both a fixed portion and a variable portion. The fixed portion is reviewed at least every two years.

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.

Variable compensation is designed to reward short-term performance and progress towards medium-term objectives. The compensation is determined in line with the Chairman’s Reportannual assessment of the performance of the executive directors and the Company’s medium-term strategy.

The Board of Directors keeps track of the fixed and variable portions of the compensation of the executive directors over several years and in light of the Company’s performance.

The Group does not have a specific pension plan for the executive directors. They are eligible for retirement benefits and pensions schemes available to certain 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 executive directors with those of the shareholders.

The allocation of options and performance shares to the executive directors is examined in light of all the forms of compensation of each person.

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.

The exercise of options and the definitive allocation of performance shares to which the executive directors are entitled are subject to performance criteria that must be met over several years.

The Board puts in place restrictions on Corporate Governance. Theythe transfer of a portion of shares held upon the exercise of options and the definitive allocation of performance shares, applicable to the executive directors until the end of their term of office.

The executive directors may not be granted stock options or performance shares when they leave office.

After three years in office, the executive directors are required to hold at least the number of Company shares set by the Board.

The components of the compensation of the executive directors are made public after the Board of Directors’ meeting at which they are approved.

These principles and rules are based on the fundamental principles for determining the compensation of the executive directors set out in the AFEP-MEDEF Code and ensure the consistency and stability of the compensation policy in line with the Group’s strategy.

The Board of Directors and Compensation Committee pay special attention to ensuring that the compensation policy is structured to create long-term value for the companyCompany (in particular by introducing non-financial performance indicators) and is proportionate totakes account of the responsibility assumed while remaining reasonable and fair, in a context that values teamwork and motivation within the company.

TheyCompany. As such, the Company’s bodies also ensure a balance among the various components of the Chairman and Chief Executive Officer’s compensation (fixed portion, variable portion andlong-term compensation plan based on the allocation of performance share compensation plan)shares).

The benefit accruing from participation in the pension plans is taken into consideration when determining the compensation policy applicable to the Chairman and Chief Executive Officerexecutive directors in line with the principles of the AFEP-MEDEF Code.

The relative position of the Chairman and Chief Executive Officer’sexecutive directors’ compensation to that of comparable issuers (in particular, CAC 40 companies and issuers operating in the oil and gas sectors) is examined every year, if necessary on the basis of studies undertaken by specialized firms.

The Chairman and Chief Executive Officer doesexecutive directors do not take part in any discussions or deliberations of the corporate bodies regarding items on the agenda of Board of Directors’ meetings related to the assessment of the Chairman and Chief Executive Officer’stheir performance or the determination of the components comprising histheir compensation.

 

112 TOTAL S.A. Form 20-F 2014


Item 6 - B. Compensation

2.2.Compensation for the Chairman of the Board

2.2.1.Compensation policy for the Chairman of the Board

The Chairman of the Board does not receive any specific compensation for the performance of his term of office. This decision was made by the Board of Directors during its meeting on October 28, 2014, on the proposals of the Compensation Committee and after taking Mr. Desmarest’s wishes into consideration.

The Chairman of the Board continues to receive directors’ fees in relation to his duties as director. For more information, refer to “— 1. Board members’ compensation”, above.

2.2.2.Individual compensation for the Chairman of the Board for fiscal year 2014

On February 11,For fiscal year 2014, the Chairman of the Board did not receive any compensation in his role as Chairman of the Board for the period from October 22 to December 31, 2014, other than his directors’ fees. However, it should be noted that in relation to the previous duties that he performed within the Group until May 21, 2010, he receives a retirement pension from the pension plans set up by the Company (internal defined contribution pension plan, known as RECOSUP, and supplementary pension plan authorized by the Board of Directors on February 11, 2009, and approved by the proposalShareholders’ Meeting on May 15, 2009).

2.3.Compensation for the Chief Executive Officer

2.3.1.Compensation policy for the Chief Executive Officer

Compensation structure

The Board of Directors determined the compensation structure for Mr. Pouyanné in his capacity as Chief Executive Officer during its meeting on October 28, 2014, on the proposals of the Compensation Committee, decidedCommittee. The compensation policy comprises a fixed portion and an annual variable portion assessed according to predefined criteria.

This compensation structure is intended to be supplemented by a long-term component with the allocation of performance shares as part of plans that are not specific to the Chief Executive Officer and which are structured over a five-year term with a three-year vesting period followed by a mandatory two-year shareholding period. The final grant of shares is subject to a continued employment condition and depends on the extent to which performance conditions have been achieved, which are assessed following the three-year vesting period.

The Chief Executive Officer does not receive any multi-year or deferred variable compensation or any extraordinary compensation. He does not receive directors’ fees as director of the Group’s companies.

Furthermore, the Company is committed to paying the Chief Executive Officer a retirement benefit and a termination payment in case of forced departure owing to a change of control or strategy. The Chief Executive Officer is also entitled to the pension plans in place within the Group. In line with the principles of the AFEP-MEDEF Code, the benefit accruing from participation in the pension plans has been taken into consideration when determining the compensation policy applicable to the Chief Executive Officer. These commitments are subject to performance conditions and are described in more detail hereinafter in “— 2.3.2. Commitments made by the Company to the Chief Executive Officer”, below.

The Chief Executive Officer also has the use of a company car and is covered by the health insurance plan to which the Group’s

employees are entitled, as well as a life insurance plan (death and disability), which is described in more detail hereinafter in “— 2.3.2. Commitments made by the Company to the Chief Executive Officer”, below.

Compensation policy for fiscal year 2014

The Board of Directors defined the compensation elements for Mr. de MargeriePouyanné in his capacity as Chairman and Chief Executive Officer for fiscal year 2014 will consist of aduring its meeting on October 28, 2014, as follows:

a.Base salary

The annual fixed base salarycompensation for the Chief Executive Officer was set at1,200,000 Euros (i.e., fixed compensation of1,500,000, unchanged233,425 for the period from October 22 to December 31, 2014). The positioning of the amountChief Executive Officer’s fixed compensation was set byin relation to the responsibilities held and taking account of the compensation practices for executive directors of comparable companies (in particular, CAC 40 companies and issuers operating in the energy sectors).

b.Annual variable portion

In accordance with the recommendations made in the AFEP-MEDEF Code, the Board of Directors on May 21, 2010, and adecided to set the maximum percentage for the annual variable portion likely to be paid in 2015, not exceeding 180%to the Chief Executive Officer at 165% of the base salary, based in particular onannual fixed compensation, after reviewing practices at a reference sample of companies operating in the energy sectors.

On the proposal The type and weight of the Compensation Committee,criteria used to determine the Board of Directors also decided to maintain for fiscal year 2014 the various criteria for determining theChief Executive Officer’s variable portion defined in 2013,were chosen after confirming their appropriateness based onrelevance to the Group’s strategic priorities.

Consequently,The formula used to calculate the various criteria used for determining the Chairman and Chief Executive Officer’s annual variable portion for fiscal year 2014 will be based, for up to 100% of the base salary, oninvolves economic parameters that refer to quantitative targets reflecting the Group’s performance, (with these economic parameters assessed on a linear basis between two performance levelsHSE/CSR parameter (Health, Safety and Environment/Corporate Social Responsibility), a parameter relating to avoid threshold effects)the reduction in operating costs and for up to 80% ofa parameter associated with the base salary, on the Chairman and Chief Executive Officer’s personal contribution, which allows a qualitative assessment of his management.

Annual variable compensation for fiscal year 2014 (expressed as a percentage of the base salary)

Maximum
percentage

Economic parameters:

100%

– ROE

50%

– Net earnings per share

25%

– Net income

25%

HSE/CSR parameter

16%

Reduction in operating costs

16%

Personal contribution

33%

Total

165%

Economic parameters

The chosen economic criteriaparameters include:

 

 o 

return on equity (ROE) for up to 50% of the base salary; and

 o 

the Company’s results, in comparison with the results of the four major competing oil companies(1) (ExxonMobil, BP, Royal Dutch Shell and Chevron), assessed by reference to the average growth over three years of two indicators, netindicators: earnings per share and net income. Each indicator has a weighting of up to 25% of the base salary.

The expected levels of attainment of the quantitative economic parameter targets for determining the ChairmanChief Executive Officer’s

2014 Form 20-F TOTAL S.A.113


Item 6 - B. Compensation

variable portion were clearly defined by the Board of Directors, but have not been made public for reasons of confidentiality.

HSE/CSR parameter

HSE performance (Health, Safety and Environment), which is mainly measured according to attainment of the annual TRIR (Total Recordable Injury Rate) target, associated with CSR performance (Corporate Social Responsibility), measured in particular according to attainment of the CO2 and energy efficiency targets and the Group’s position in the rankings of non-financial rating agencies, is chosen as a parameter for up to 16% of the base salary.

Parameter relating to the reduction in operating costs

Achievement of the targets relating to the reduction in operating costs is chosen as a parameter for up to 16% of the base salary.

Personal contribution

The Chief Executive Officer’s personal contribution is based on three objective and operational target criteria concerning the Group’s business segments. The weight of the personal contribution criteria represents up to 33% of the base salary, with each criterion accounting for no more than 11% of the base salary.

These criteria are as follows:

successful managerial transition;

achievement of production and reserve targets; and

successful strategic negotiations with producing countries.

Compensation policy for fiscal year 2015

The Board of Directors during its meeting on February 11, 2015 and based on the proposals of the Compensation Committee, defined the compensation policy of the Chief Executive Officer for fiscal year 2015.

It decided the compensation elements for Mr. Pouyanné in his capacity as Chief Executive Officer for fiscal year 2015 will comprise an annual fixed compensation of1,200,000 Euros (unchanged compared to the amount defined by the Board of Direction during its meeting on October 28, 2014) and a variable portion likely to be paid in 2016 set at a maximum of 165% of the annual fixed compensation, after reviewing practices at a reference sample of companies operating in the energy sectors. The Board of Directors decided to maintain the type of the criteria used to determine the Chief Executive Officer’s variable compensation for fiscal year 2015, but modified the respective weight of the economic parameters, as follows:

Annual variable compensation for fiscal year 2015 (expressed as a percentage of the base salary)

Maximum
percentage

Economic parameters:

100%

– ROE

34%

– Net earnings per share

33%

– Net income

33%

HSE/CSR parameter

16%

Reduction in operating costs

16%

Personal contribution

33%

Total

165%

The expected levels of attainment of the quantitative economic parameter targets for determining the Chief Executive Officer’s variable portion were clearly defined by the Board of Directors atduring its meeting on February 11, 2014,2015, but have not been made public for reasons of confidentiality.

The Chairman and Chief Executive Officer’s personal contribution will be assessed, for up to 80% of the base salary, based on six pre-determined, clearly defined quantitative or qualitative criteria, each with a weighting of up to 13 to 15% of the base salary. These include:

o

Health, Safety and Environment performance, measured mainly according to attainment of the annual Total Recordable Injury Rate (TRIR) target;

o

the increase in hydrocarbon production;

o

the increase in hydrocarbon reserves;

o

the performance of the Refining & Chemicals and Marketing & Services segments assessed on the basis of the annual targets of these segments;

o

the success of key negotiations involving the Group’s strategy;

o

CSR performance, which is measured in particular according to attainment of the CO2 emissions and energy efficiency targets and the Group’s position in the rankings of non-financial rating agencies.

(1)

ExxonMobil, BP, Royal Dutch-Shell and Chevron.

102TOTAL S.A. Form 20-F 2013


Item 6 - Compensation

The Chairman and Chief Executive Officer will also continue to have the use of a company car and be covered by a life insurance plan.

2.3.2.

Commitments made by the Company to the Chairman and Chief Executive Officer: pension plans, termination payments and other commitments(ArticleOfficer (Article L. 225-102-1, paragraph 3, of the French Commercial Code)

The commitments made to the Chairman and Chief Executive Officer regarding pension and life insurance plans, retirement benefit and termination payment for removal from officeto be paid in the event of a forced departure owing to a change of control or non-renewal of his term of office,strategy, as described below, were approved by the Board of Directors on February 9, 2012October 22, 2014 and confirmed by the Board of Directors’ decision on December 16, 2014. Such commitments will be subject to the Shareholders’ Meeting on May 11, 2012,29, 2015, in accordance with Article L. 225-42-1 of the French Commercial Code.

It should be noted that Mr. Pouyanné was already entitled to all these provisions when he was an employee of the Company, except for the commitment to be granted a termination payment in case of forced departure owing to a change of control or strategy. Furthermore, Mr. Pouyanné joined the Group on January 1, 1997, and terminated the employment contract that previously bound him to TOTAL S.A. by resignation when he was appointed Chief Executive Officer on October 22, 2014.

Pension plans

Pension plans

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(Association pour le gime de Retraite Compléretraite complémentaire des Salariés)salariés) and AGIRC (Association Gé(Association générale des Institutionsinstitutions de Retraiteretraite des Cadres)cadres) government-sponsored supplementary pension schemes.

He also participates in the internal defined contribution pension plan, known as RECOSUP. This pension plan represented a booked expense to the Company in favor of the Chairman and Chief Executive Officer for fiscal year 20132014 of2,222.2,253.

The Chairman and Chief Executive Officer also participates in a defined benefit supplementary pension plan set up and financed by the Company. This plan,Company, which was approved by the Board of Directors on March 13, 2001, and for which management is outsourced to two insurance companies, effective as of January 1, 2012. This plan applies to all employees of the Group whose annual compensation is greater than eight times the ceiling for calculating French social security contributions (37,54838,040 in 2014). Compensation2015), ceiling above this amount does not qualify as pensionable compensation under either government-sponsored or contractualwhich there is no conventional pension schemes.plan.

To be eligible for this plan, participants must have at least five years’ length of service, must be over the age of sixty and must have claimed their French social security pension. To be entitled to the supplementary pension plan, participants must meet specific age and length of service (five years) criteria. They must also still be employed by the Group’s company upon retirement,Company when claiming their pension rights, unless they retire due to disability or have taken early retirement at the Group’s initiative after the age of fifty-five.

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, multiplied by the number of years of service (up to twenty years). The basis for the calculation of this supplementary plan is indexed to changes in the ARRCO pension point. 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 compensation taken into account to calculate the supplementary pension is the retiree’s last 3-year average gross compensation (fixed and variable portions).

In the case of Mr. de Margerie, to date, the ceilings applicable for determining the amountThe sum of the retirement pension he may benefit from under the terms of this defined benefit supplementary pension plan have been reached, bothbenefits and other pension plan benefits (other than those constituted individually and

114TOTAL S.A. Form 20-F 2014


Item 6 - B. Compensation

on a voluntary basis) may not exceed 45% of the compensation used as the calculation basis. In the event this ceiling is exceeded, the supplementary pension is reduced accordingly.

The supplementary pension includes a clause, whereby up to 60% of the amount will be paid to beneficiaries in termsthe event of seniority (Mr. de Margerie joineddeath after retirement.

The length of service acquired by Mr. Pouyanné in performing his previous salaried duties in the Group in 1974) and compensation (his last 3-year average gross

compensation is more than the threshold of sixty times the annual ceiling for calculating French social security contributions,i.e.,2,221,920 in 2013).since January 1, 1997, has been maintained.

The commitments made to himthe Chief Executive Officer by TOTAL S.A. under the terms of the defined benefit supplementary pension plans and similar plans would, thus, as of December 31, 2013,2014, represent a gross annual retirement pension estimated at582,000,474,109,i.e., 17.96%27.73% of the gross annual compensation paid toof Mr. Pouyanné composed of the Chairman andfixed annual portion as Chief Executive Officer in 2013 (fixed portion for 2013(i.e.,1,200,000) and the variable portion previously paid in 2014 and due for fiscal year 2012)2013 in respect of his previous duties as President of Refining & Chemicals (i.e.509,700).

The Group’s commitments related to these defined benefit supplementary pension plans and similar plans (including the retirement benefit mentionedin “— Termination payment and retirement benefit”, below, isbenefit) are outsourced to an insurance companycompanies for almost itstheir entire amount;amount, the not outsourcedremaining balance being evaluated on an annual basis and subject to an adjustmentadjusted through a provision in the accounts. The Group’s commitments amount, as of December 31, 2013,2014, to19.119 million for the Chairman and Chief Executive Officer (34.837.6 million for the executiveChief Executive Officer, non-executive directors and non executivethe former non-executive directors (mandataires sociaux) participating in these plans including the Chairman and Chief Executive Officer)plans). These amounts represent the gross value of the Group’s commitments to these beneficiaries based on the gross annual pensions estimated as of December 31, 2014 as well as a statistical life expectancy andof the beneficiaries. They also include the additional tax contribution for an amount of 30%45% on pensions that exceed eight annual ceilings for calculating French social security contributions, payable by the Company to the French administration in charge of collecting social security contributions (URSSAF) (i.e.,4.05.6 million for the Chairman and Chief Executive Officer and7.611.2 million for the concerned executive and non executive directors including the Chairman and Chief Executive Officer)Officer, non-executive directors and the concerned former non-executive directors).

The sum of all the pension plans in which Mr. de MargeriePouyanné participates would, as of December 31, 2013,2014, represent a gross annual retirement pension estimated toat718,500,610,300,i.e., 22.17%35.70% of histhe Chief Executive Officer’s gross annual compensation paid in 2013defined above (fixed annual portion for 2013as Chief Executive Officer and variable portion previously paid in 2014 and due for fiscal year 2012)2013 in respect of his previous duties as President of Refining & Chemicals).

In line with the principles used to determine the compensation of the Chairman and Chief Executive Officerexecutive directors as set out in the AFEP-MEDEF Code to which the Company refers,uses as a reference, the Board of Directors has taken account of the benefitadvantage conferred through participation in the pension plans when determining the Chairman and Chief Executive Officer’s compensation.

 

Termination payment and retirement benefit

Termination payment and retirement benefit

o

Retirement benefit:The Chairman and Chief Executive Officer is entitled to a 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 during the 12-month period preceding the executive director’s retirement.

Retirement benefit

The Chief Executive Officer is entitled to a 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 during the12-month period preceding the executive director’s retirement.

Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, entitlement to this benefit is subject to the performance conditions detailed below.

The retirement benefit cannot be combined with the termination payment described below.

oTermination payment

Termination payment: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 termination payment equal to two years’ gross compensation. The calculation will be based on the gross compensation (including both fixed and variable

2013 Form 20-F TOTAL S.A.103


Item 6 - Compensation

If the Chief Executive Officer is removed from office or his term of office is not renewed by the Company, he is entitled to a payment equal to two years’ gross annual compensation. The calculation is based on the gross compensation (fixed and variable portions) of the 12-month period preceding the date of termination or non-renewal of his term of office.

portions) of the 12-month period preceding the date of termination or non-renewal of his term of office.

ThisThe termination payment will only be paid in the event of a forced departure owing to 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.

Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, entitlement to this benefit is subject to the performance conditions detailed below.

Performance condition

In accordance with Article L. 225-42-1 of the French Commercial Code, the Board of Directors decided, at its meeting on December 16, 2014, to make entitlement to termination payment and a retirement benefit contingent upon a performance condition that is considered to be fulfilled if at least two of the three criteria set out below are met:

 

 o 

Performance condition:In accordance with Article L. 225-42-1the average ROE (return on equity) over the three years preceding the year in which the executive director retires is at least 12%;

the average ROACE (return on average capital employed) over the three years preceding the year in which the executive director retires is at least 10%; and

TOTAL’s oil and gas production growth over the three years preceding the year in which the executive director retires is greater than or equal to the average production growth rate of the French Commercial Code, the Board of Directors decided, at its meeting on February 9, 2012, to make entitlement to termination paymentfour other major competing international oil companies: ExxonMobil, Royal Dutch Shell, BP and retirement benefit contingent upon a performance condition which is considered to be fulfilled if at least two of the three criteria set out below are met:Chevron.

the average ROE (return on equity) over the three years 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 preceding the year in which the Chairman and Chief Executive Officer retires is at least 10%;

TOTAL’s oil and gas production growth over the three years preceding the year in which the Chairman and Chief Executive Officer retires is greater than or equal to the average production growth rate of the four other major competing oil companies: ExxonMobil, Royal Dutch Shell, BP and Chevron.

These criteria were selected to take into account the Company’s general interest, shareholdershareholders’ interests and standard market practices,practice, especially in the oil and gas industry.

More specifically, the ROE performance criterion was retained because it allows the termination payment and retirement benefitthese benefits 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 invested and from prior year earnings reinvested in the Company.

ROACE, isa criterion used by most oil and gas companies, to assesswas also retained because it allows the assessment of 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 companyCompany for operational activities and, as a result, makes it possible to tieallows for the possibility of making payment of termination payment and retirement benefit tocontingent upon the value created for the company.Company.

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

2014 Form 20-F TOTAL S.A.115


Item 6 - B. Compensation

sustainable development of the Group, most of whose capital expenditure is allocated to Upstream activities.

 

Life insurance plan

In accordance with the decisions made by the Board of Directors on February 11, 2009, confirmed by the Board of Directors’ decision on February 9, 2012 and May 11, 2012, the Chairman andLife insurance plan

The Chief Executive Officer is covered by a life insurance plan paid byat the Company.expense of the Company and taken out from a life insurance company. This plan guarantees, upon death, a payment equal to two years’ gross compensation (fixed and variable portions), increased to three years in case of accidental death and, in the event of permanent disability due to an accident, a payment proportional to the degree of disability. This payment is increased by 15% for each dependent child.

Summary table (AFEP-MEDEF corporate governance code — AMF position-recommendations No. 2009-16) (AMF Table No. 11):

 

Executive directors2.3.3.Employment
contract
Supplementary pension plansPayments or benefitsCompensation due
or likely to be due upon
termination or change in
duties
Benefits
related to a
non-compete
agreement
the Chief Executive Officer for fiscal year 2014

In accordance with the compensation policy defined by the Board of Directors, the compensation due to Mr. Pouyanné as Chief Executive Officer for the period between October 22, 2014 and December 31, 2014, was determined by the Board of Directors at its meeting on February 11, 2015, further to the proposals of the Compensation Committee.

This compensation consists of a base salary (fixed portion) on apro rata basis of233,425 together with a variable portion (paid in 2015) amounting to295,469 on apro ratabasis, which corresponds to 126.58% of his fixed compensation which was determined as follows.

At its meeting on February 11, 2015, the Board of Directors examined the extent to which the different performance criteria had been achieved (economic parameters, HSE/CSR parameter, and the parameter relating to the reduction in operating costs), as well as the Chief Executive Officer’s personal contribution assessed on the basis of the three objective and operational target criteria concerning the Group’s business segments pre-determined by the Board of Directors.

Concerning the economic parameters, the Board of Directors noted that the Group’s performance, in comparison with its main competitors (in terms of earnings per share and net income), improved in 2014 compared to 2013, but the ROE declined compared to 2013, which led the Board of Directors to set the part allocated for the different economic parameters at 68.58% of the fixed compensation for fiscal year 2014 (against a maximum of 100%).

In terms of the HSE/CSR criterion, the Board of Directors noted that the majority of objectives had been achieved, which led the portion in respect to this criterion to be set at 14% of the fixed compensation (against a maximum of 16%).

Concerning the parameter relating to the reduction in operating costs, the Board of Directors noted that the objective measured in terms of impact on the Group’s operating result had been mostly achieved, which led the portion in respect to this criterion to be set at 14% of the fixed compensation (against a maximum of 16%).

Concerning the personal contribution, the Board of Directors considered that most of the objectives that had been set were achieved, particularly the targets relating to successful managerial transition and successful strategic negotiations with producing countries. The Chief Executive Officer’s personal contribution was then set to 30% of the fixed compensation (against a maximum of 33%).

In consideration of the level of attainment and the performance achieved, the Board of Directors has set the Chief Executive Officer’s variable compensation for fiscal year 2014, for the period from October 22 to December 31, 2014 at 126.58% of his fixed compensation,i.e., an amount of295,469 on apro ratabasis.

Annual variable compensation due for fiscal year 2014 (expressed as a percentage of the base salary):

   Maximum
percentage
  Percentage
allocated
 

Economic parameters:

   100%     68.58  

– ROE

  50%     34.37   

– Net earnings per share

  25%     16.35   

– Net income

  25%     17.86   

HSE/CSR parameter

   16%     14  

Reduction in operating costs

   16%     14  

Personal contribution

      33%        30  

Total

      165%        126.58%  

For information purposes, it should furthermore be noted that before his appointment as Chief Executive Officer on October 22, 2014, Mr. Pouyanné was paid a fixed compensation of483,288 and a variable portion relating to this period and defined according to the pre-determined general rules applicable to the Group’s executive officers amounted to473,806 in respect of his salaried duties as President of Refining & Chemicals for the period from January 1 to October 21, 2014.

Thus, the compensation paid to Mr. Pouyanné in 2015, both in respect of his previous salaried duties as President of Refining & Chemicals (i.e., a variable portion on apro rata basis due for fiscal year 2014) and his duties as Chief Executive Officer (i.e., a fixed portion due for fiscal year 2015 and a variable portion on apro rata basis due for fiscal year 2014) will therefore be1,969,275.

Furthermore, in 2014, Mr. Pouyanné had the use of a company car and was covered by the life insurance plan as described above. These benefits were booked in the amount of23,551 in the Consolidated Financial Statements at December 31, 2014.

Mr. Pouyanné did not benefit from any other forms of compensation due or granted for fiscal year 2014. No multi-year or deferred variable compensation or any extraordinary compensation was awarded for fiscal year 2014.

It should be pointed out that the Chief Executive Officer does not receive directors’ fees as director of the Group’s companies.

Christophe de Margerie

2.4.

Compensation for the former Chairman and Chief Executive Officer

NOYESYESNO

Start of term of office: February 2007(a)

End of current term of office: Shareholders’ Meeting held in 2015 to approve the financial statements for the year ended December 31, 2014

Internal defined benefit supplementary pension plan(c) and defined contribution pension plan known as RECOSUP(d) which is also applicable to certain Group employees

Termination payment(b)

Retirement benefit(b)

 

(a)2.4.1.

Chairman and Chief Executive Officer since May 21, 2010; Chief Executive Officer since February 14, 2007

(b)

Payment subject to a performance condition in accordance with the decision of the Board of Directors on February 9, 2012. Details of these commitments are set out above. The retirement benefit cannot be combined with the termination payment described above.

(c)

An annual pension that would be equivalent, as of December 31, 2013, to 17.96% of the annual compensation received in 2013.

(d)

Mr. de Margerie’s pension benefit represented a booked expense of2,222 for fiscal year 2013.

Compensation due or granted tofor the former Chairman and Chief Executive Officer for fiscal year 20132014

Fixed and variable elements of compensation

The compensation paid to Mr. de Margerie as Chairman and Chief Executive Officer for fiscal year 2013the period between January 1 and October 20, 2014, was approved by the Board of Directors at its meeting on February 11, 2014,2015, further to the proposal of the Compensation Committee, in accordance with the compensation policy defined by the Board of Directors at its meeting on February 12, 2013.11, 2014.

This compensation consists of a base salary (fixed portion)fixed portion (amount unchanged since 2010) on apro rata basis of1,500,000, unchanged from the amount set by the Board of Directors on May 21, 2010,1,208,219; together with a variable portion on apro rata basis (paid in 2014)2015) amounting to1,987,200,1,505,199, which corresponds to 132.48%124.58% (against a maximum of 180%) of his fixed annual compensation which was determined as follows.

At its meeting on February 12, 2013, the Board of Directors, further to the proposal of the Compensation Committee, decided that the compensation of Mr. de Margerie as Chairman and Chief

104TOTAL S.A. Form 20-F 2013


Item 6 - Compensation

Executive Officer for fiscal year 2013 would consist of a fixed base salary of1,500,000, 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% (instead of 165% in 2012) of the base salary, based in particular on practices at a reference sample of companies operating in the energy sectors.

The Board of Directors, at this same meeting on February 12, 2013, also decided that the various criteria used for determining the Chairman and Chief Executive Officer’s variable portion should be based, for up to 100% of the base salary, on economic parameters that refer to quantitative targets reflecting the Group’s performance (with these economic parameters assessed on a linear basis between two levels of performance to avoid threshold effects) and, for up to 80% of the base salary, on the Chairman and Chief Executive Officer’s personal contribution, which allows a qualitative assessment of management based on six pre-determined, clearly defined criteria (each criterion can have a weighting of up to 13 to 15% of the base salary).

At its meeting on February 11, 2014,2015, the Board of Directors, after reviewing the attainment of the economic parameters as well as the Chairman and Chief Executive Officer’s personal contribution, for fiscal year 2013, set the variable portion on apro rata basis of the Chairman and Chief Executive Officer’s compensation for fiscal year 20132014 at 132.48%124.58% of his annual fixed compensation,i.ei.e..,1,987,200 (compared to 116.11%1,505,199

116TOTAL S.A. Form 20-F 2014


Item 6 - B. Compensation

(compared with 132.48%,i.e.,1,741,0001,987,200 for fiscal year 2012)2013). 77.48%68.58% relates to the share for the different selected economic parameters and 55% relates56% to the share for the personal contribution of the Chairman and Chief Executive Officer determined on the basis of a detailed evaluation ofaccording to six pre-determined and clearly defined criteria.

Concerning the economic parameters the return on equity of the Group was lower in 2013 than in 2012, but the Group’s performance, in comparison towith its main competitors (in terms of earnings per share and net income), were considerably higherimproved in 2014 compared to 2013, than in 2012 ,but the ROE declined compared to 2013, which led to an increasea decrease of the partportion allocated for the different economic parameters compared to the previous fiscal year (77.48%(68.58% of the fixed compensation for fiscal year 20132014 compared to 64.11%with 77.48% for fiscal year 2012)2013).

Concerning the personal contribution, the Board of Directors considered that most of the objectives were achieved, particularly the targets in terms of Safety, Corporate Social Responsibility (CSR) and concerning the success of strategic negotiations in producing countries. TheThis personal contribution was then set to 56% (against a maximum of 80%) for fiscal year 2014 compared to 55% (against a maximum of 80%) for fiscal year 2013 compared2013.

The variable portion owed to 52% (against a maximumMr. de Margerie as Chairman and Chief Executive Officer until October 20, 2014, was paid to his beneficiaries in 2015.

Mr. de Margerie did not benefit from any other forms of 65%)compensation due or granted for fiscal year 2012.

Consequently, the amount2014. The Board of theDirectors did not award any multi-year or deferred variable portion of Mr. de Margerie’scompensation or any extraordinary compensation for fiscal year 2013 (paid2014.

It should also be noted that Mr. de Margerie did not receive directors’ fees as director of TOTAL S.A. or any other company of the Group.

The Chairman and Chief Executive Officer was covered by a life insurance plan at the expense of the Company, and taken out from a life insurance company, which guaranteed, upon death, a payment equal to two years’ gross compensation (fixed and variable portions), increased to three years in 2014) was1,987,200, which correspondscase of accidental death. The life insurance company paid this sum to 132.48% of his fixed annual compensation.

In 2013,Mr. de Margerie’s beneficiaries. Mr. de Margerie also continued to have the use of a company car and be covered by a life insurance plan paid by the Company.until October 20, 2014. These benefits were booked in the amount of56,47253,350 in the Consolidated Financial Statements at December 31, 2013.2014.

Mr. de Margerie’s death terminated the commitments to pay a retirement benefit and a termination payment in case of forced departure owing to a change of control or strategy, which had been granted in his capacity as Chairman and Chief Executive Officer. His death also terminated the commitments that had been granted under the terms of the defined benefit supplementary pension plan and the internal defined contribution pension plan, known as RECOSUP. The capital relating to the internal defined contribution pension plan (RECOSUP) was paid to Mr. de Margerie’s beneficiaries.

 

2.4.2.

Grant of performance shares or stock options in 20132014

Pursuant to the authorization of the Company’s Combined Shareholders’ Meeting of May 13, 2011 (eleventh16, 2014 (sixteenth resolution) and further to the proposal of the Compensation Committee, the Board of Directors decided, at its meeting on July 25, 2013,29, 2014, to grant

Mr. de Margerie 53,00048,000 outstanding performance shares of the Company (corresponding to 0.0022%0.0020% of the share capital on the grant date). The shares were awarded as part of a broader share grant plan approved by the Board of Directors on July 25, 201329, 2014 related to 0.19% of the share capital for nearly 10,000 beneficiaries.

The number of shares granted (53,000(48,000 performance shares) was stablelower compared towith the previous year.fiscal year (53,000). As in 2012 and 2013, no stock options were awarded to the Chairman and Chief Executive Officer in 2013.2014.

The definitiveIn addition, the Board of Directors decided that, subject to a continuous employment condition, the number of shares finally granted to the Chairman and Chief Executive Officer would be subject to two performance conditions (described in Note 25 to the Consolidated Financial Statements).

Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries have the possibility to request the grant of all the performance shares is subject tofor a period of six months following the beneficiary’s continued presence at the Group during the vesting period and to performance conditions related to the Group’s return on equity (ROE) and return on average capital employed (ROACE) for fiscal years 2013, 2014 and 2015.

o

For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015. The acquisition rate is equal to zero if the average ROE is less than or equal to 8%, varies linearly 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%.

o

For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROACE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015. The acquisition rate is equal to zero if the average ROACE is less than or equal to 7%, varies linearly 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%.

The ROE and ROACE values used to assess the performance conditions will be those published by the Group in the first quartersdate of 2014, 2015 and 2016, respectively, based on the Group’s consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015.

Pursuant to the provisions of the French Commercial Code, the Chairman and Chief Executive Officer will be required to hold in registered form, for as long as he remains in office, 50% of the capital gains, net of tax and related contributions, on the shares granted. When the Chairman and Chief Executive Officer holds a number of shares(1) corresponding to five times his gross annual fixed compensation at that time, this holding requirement will be equal to 10%. If in the future this condition is no longer met, the previous 50% holding requirement will once again apply. Given this holding requirement and given the share holding requirements that the Board of Directors impose on the executive directors whereby such directors must hold a number of shares of the Company equivalent in value to two years of the fixed portion of their annual compensation, and given the 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, the Board of Directors decided not to make the grant of performance shares contingentdeath.

 

(1)

Directly or through collective investment funds invested in Company stock.

 

20132014 Form 20-F TOTAL S.A. 105117


Item 6 - B. Compensation

upon the purchase of a quantity of shares once the awarded shares become transferable, thus disregarding one of the recommendations of the AFEP-MEDEF Code to which the Company adheres.

Furthermore, the Board of Directors noted that, pursuant to the Board’s rules of procedure applicable to each director, the Chairman and Chief Executive Officer cannot hedge the shares of the Company and any financial instruments related to them, and has taken note of the Chairman and Chief Executive Officer’s commitment to not use such hedging transactions, including on the performance shares awarded.

Subject to the specific provisions set out above, the grant of performance shares to the Chairman and Chief Executive Officer is governed by the same provisions that apply to other beneficiaries of the performance share grant plan approved by the Board of Directors at its meeting on July 25, 2013. In particular, these provisions state that shares definitively awarded at the end of the 3-year vesting period will, following validation of the presence and performance conditions, be automatically registered on the first day of the 2-year holding period and will be non-transferable until the end of the holding period.

 

2.5.

Other forms of compensation due or granted for fiscal year 2013

The Chairman and Chief Executive Officer did not benefit from any other forms of compensation due or granted for fiscal year 2013. The Board of Directors has not awarded any multi-year or deferred variable compensation or any extraordinary compensation for fiscal year 2013.

It should also be noted that the Chairman and Chief Executive Officer does not receive directors’ fees as director of TOTAL S.A. or any other company of the Group.

Summary tables (AFEP-MEDEF corporate governance code —Code / AMF position-recommendations No. 2009-16)

Summary of compensation of the Chairman and Chief Executive Officerfor each executive director (AMF Table No. 2):

 

Fiscal year ended December 31,  2012   2013 
  Fiscal year ended December 31, 2013   Fiscal year ended December 31, 2014 
()  Amount due for
the fiscal year
  Amount paid during
the fiscal year
 (a)
   Amount due for
the fiscal year
   Amount paid during
the fiscal year
 (a)
   Amount due for
the fiscal year
   Amount paid during
the fiscal year(a)
   Amount due for
the fiscal year
   Amount paid during
the fiscal year(a)
 

Christophe de Margerie

Chairman and Chief Executive Officer (since May 21, 2010)

       

Thierry Desmarest,Chairman of the Board since October 22, 2014

        

Fixed compensation

   1,500,000    1,500,000     1,500,000     1,500,000     n/a     n/a            

Annual variable compensation(b)

   1,741,000(b)   1,530,000     1,987,200     1,741,000  

Annual variable compensation

   n/a     n/a            

Multi-year variable compensation

   n/a     n/a            

Extraordinary compensation

   n/a     n/a            

Directors’ fees(b)

   n/a     n/a     101,500       

In-kind benefits

   n/a     n/a            
Total   n/a     n/a     101,500       

Patrick Pouyanné,Chief Executive Officer since October 22, 2014(c)

        

Fixed compensation

   n/a     n/a     233,425     233,425  

Annual variable compensation(d)

   n/a     n/a     295,469       

Multi-year variable compensation

   n/a     n/a            

Extraordinary compensation

                      n/a     n/a            

Directors’ fees

                      n/a     n/a            

In-kind benefits(c)

   7,409    7,409     56,472     56,472  

In-kind benefits(e)

   n/a     n/a     23,551     23,551  

Total

   3,248,409    3,037,409     3,543,672     3,297,472     n/a     n/a     552,445     256,976  

Christophe de Margerie,Chairman and Chief Executive Officer until October 20, 2014

        

Fixed compensation

   1,500,000     1,500,000     1,208,219     1,208,219  

Annual variable compensation

   1,987,200     1,741,000     1,505,199     1,987,200  

Multi-year variable compensation

                    

Extraordinary compensation

                    

Directors’ fees

                    

In-kind benefits(f)

   56,472     56,472     53,350     53,350  
Total   3,543,672     3,297,472     2,766,768     3,248,769  

 

(a) 

Variable portion paid for the prior fiscal year.

(b) 

The variable portionFor information purposes, it should be noted that before his appointment as Chairman of the Chairman and Chief Executive Officer’s compensation is calculated by taking into account the Group’s return on equity, changes in earnings compared with those of the other major competing oil companies, and the Chairman and Chief Executive Officer’s personal contribution based on objective and, for the most part, operational target criteria. The variable portion paid to the Chairman and Chief Executive Officer for fiscal year 2012 could reach a maximum amount of 165% of his base salary. The variable portion due for 2012, determined by the Board of Directors on February 12,October 22, 2014, Mr. Desmarest was paid89,500 in Directors’ fees in 2014, in respect of fiscal year 2013 based on attainmentin his capacity as Director of the economic performance criteria and an assessment of the Chairman and Chief Executive Officer’s personal contribution, represents 116.11% of his base salary (i.e.,1,741,000 rounded downCompany (refer to the nearest thousand euros)Table No. 3 in “— 1. Board members’ compensation”, above).

(c)

For information purposes, it should be noted that before his appointment as Chief Executive Officer on October 22, 2014, Mr. Pouyanné was paid a fixed compensation of483,288 and a variable portion defined according to the pre-determined general rules applicable to the Group’s executive officers and amounting to473,806 in respect of his salaried duties as President of Refining & Chemicals for the period from January 1 to October 21, 2014.

(d)

For further details of the parameters used to calculate the Chief Executive Officer’s variable portion, refer to “— 2.3.3. Compensation due to the Chief Executive Officer for fiscal year 2014”, above.

(e) 

Mr. de MargeriePouyanné has the use of a company car and is covered by a life insurance plan paid by the Company. For 2013,Company (refer to “— 2.3.2. Commitments made by the benefit correspondingCompany to the Chief Executive Officer”, above).

(f)

Mr. de Margerie had the use of a company car and was covered by a life insurance plan by whichat the Chairmanexpense of the Company and Chief Executive Officer is covered was itemized and estimated at48,360.taken out from a life insurance company.

118TOTAL S.A. Form 20-F 2014


Item 6 - B. Compensation

Summary of compensation, stock options and performance shares awarded to the Chairman and Chief Executive Officereach executive director (AMF Table No. 1):

 

Fiscal year  2012   2013 

Christophe de Margerie

Chairman and Chief Executive Officer (since May 21, 2010)

    

Compensationdue in respect of the fiscal year ()(a) (detailed in AMF Table No. 2 above)

   3,248,409     3,543,672  

Valuation of multi-year variable compensation awarded during the fiscal year ()

          

Accounting valuation of the stock options awarded during the fiscal year ()(b) (see AMF Table No. 4 below)

          

Number of options awarded

          

Accounting valuation of performance shares awarded during the fiscal year ()(c) (see AMF Table No. 6 below)

   1,664,730     1,729,920  

Number of performance shares awarded

   53,000     53,000  

Total

   4,913,139     5,273,592  
For the year ended  2013   2014 

Thierry Desmarest, Chairman of the Board since October 22, 2014

    

Compensation due in respect of the fiscal year () (detailed in AMF Table No. 2 above)

   n/a     101,500  

Valuation of multi-year variable compensation awarded during the fiscal year ()

   n/a       

Accounting valuation of the stock options awarded during the fiscal year ()

   n/a       

Accounting valuation of performance shares awarded during the fiscal year ()(a)

   n/a       

Number of performance shares awarded during the fiscal year

   n/a       
Total   n/a     101,500  

Patrick Pouyanné, Chief Executive Officer since October 22, 2014

    

Compensation due in respect of the fiscal year () (detailed in AMF Table No. 2 above)

   n/a     552,445  

Valuation of multi-year variable compensation awarded during the fiscal year ()

   n/a       

Accounting valuation of the stock options awarded during the fiscal year ()

   n/a       

Accounting valuation of performance shares awarded during the fiscal year ()(a)

   n/a     1,116,500(b) 

Number of performance shares awarded during the fiscal year

   n/a     25,000(b) 
Total   n/a     1,668,945  

Christophe de Margerie, Chairman and Chief Executive Officer until October 20, 2014

    

Compensation due in respect of the fiscal year () (detailed in AMF Table No. 2 above)

   3,543,672     2,766,768  

Valuation of multi-year variable compensation awarded during the fiscal year ()

          

Accounting valuation of the stock options awarded during the fiscal year ()

          

Accounting valuation of performance shares awarded during the fiscal year ()(a)

   1,729,920     2,143,680  

Number of performance shares awarded during the fiscal year

   53,000     48,000  
Total   5,273,592     4,910,448  

 

Note:The valuation of the options and performance shares awarded corresponds to a valuation performed in accordance with IFRS 2 (see Notes 1E1e and 25 to the Consolidated Financial Statements) and not to any compensation actually received during the fiscal year. Entitlement to options and performance shares is subject to fulfillment of performance conditions assessed over a period of two or three years depending on the plans.three-year period.
(a)

Including in-kind benefits. Mr. de Margerie has the use of a company car and is covered by a life insurance plan paid by the Company.

(b)

The valuation of options awarded is calculated on the day they were awarded using the Black-Scholes model based on the assumptions used for the Consolidated Financial Statements (see Note 25For more information, refer to the Consolidated Financial Statements).

(c)

AMF Table No. 6 below. The valuation of performance shares awarded was calculated on the day they were awarded (see Note 1E1e to the Consolidated Financial Statements).

106TOTAL S.A. Form 20-F 2013


Item 6 - Compensation

Performance shares awarded in 2013 to each executive director by the issuer and by any Group company (Extract from AMF Table No. 6):

    Plan date
and No.
   Number of
shares
awarded
during
fiscal year
  Valuation of
shares ()(a)
   Acquisition
date
   Dat of
transferability
   

Performance

condition

Christophe de MargerieChairman and Chief Executive Officer   
 
2013 Plan
07/25/2013
 
  
  53,000   1,729,920     07/26/2016     07/26/2018    For 50% of the shares, the condition is based on the Group’s average ROE in 2013, 2014 and 2015. For 50% of the shares, the condition is based on the Group’s average ROACE in 2013, 2014 and 2015

(a)(b)

The valuation of performancePerformance shares was calculated on the day they were awarded, accordinggranted prior to the method used for the Consolidated Financial Statements.Mr. Pouyanné’s appointment as Chief Executive Officer and related to his previous salaried duties.

Stock options awarded in 20132014 to each executive director by the issuer and by any Group company (AMF Table No. 4):

 

Executive directors Plan date
and No.
  Nature of options
(purchase or
subscription)
  Valuation of
options ()(a)
  Number of options
awarded during
fiscal year
  Exercise
price
  Exercise
period

Christophe de MargerieThierry Desmarest,

Chairman and Chief Executive Officerof the Board

since October 22, 2014

                     

Patrick Pouyanné,

Chief Executive Officer

since October 22, 2014

   

Christophe de Margerie,

Chairman and Chief Executive Officer

until October 20, 2014

 

(a) 

According to the method used for the Consolidated Financial Statements.

2014 Form 20-F TOTAL S.A.119


Item 6 - B. Compensation

Performance shares awarded in 2014 to each executive director by the issuer and by any Group company (Extract from AMF Table No. 6):

   Plan date
and No.
  Number of
shares
awarded
during fiscal
year
  Valuation of
shares ()(a)
  Acquisition
date
  Date of
transferability
  

Performance

conditions

Thierry Desmarest

Chairman of the Board

since October 22, 2014

                     

Patrick Pouyanné(b)

Chief Executive Officer

since October 22, 2014

  
 
2014 Plan
07/29/2014
  
  
  25,000    1,116,500    07/30/2017    07/30/2019   For 100% of the shares, the condition is based on the Group’s average ROE in 2014, 2015 and 2016.

Christophe de Margerie

Chairman and Chief

Executive Officer until

October 20, 2014

  
 
2014 Plan
07/29/2014
  
  
  48,000(c)   2,143,680    07/30/2017    07/30/2019   For 50% of the shares, the condition was based on the Group’s average ROE in 2014, 2015 and 2016. For 50% of the shares, the condition was based on the Group’s average ROACE in 2014, 2015 and 2016.

(a)

The valuation of performance shares was calculated on the day they were awarded, according to the method used for the Consolidated Financial Statements.

(b)

Performance shares were granted prior to Mr. Pouyanné’s appointment as Chief Executive Officer and related to his previous salaried duties.

(c)

Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries have the possibility to request the grant of all the performance shares within a period of six months following the date of death.

AMF Table No. 11:

Executive directorsEmployment
contract
Supplementary pension planPayments or benefits due or
likely to be due upon
termination or change in
duties
Benefits
related to a
non-compete
agreement

Thierry Desmarest

Chairman of the Board

Start of term of office: October 22, 2014

End of current term of office: December 18, 2015

NO(a)NONO

Patrick Pouyanné

Chief Executive Officer

Start of term of office: October 22, 2014

End of current term of office:

Shareholders’ Meeting held in 2017 to

approve the financial statements for fiscal year 2016

NO

YES

Internal defined supplementary pension plan and defined contribution pension plan known as RECOSUP

YES(b)

Termination payment

Retirement benefit

NO

Christophe de Margerie(c)

Chairman and Chief Executive Officer

Start of term of office: February 2007

End of term of office: October 20, 2014

NO

YES

Internal defined supplementary pension plan and defined contribution pension plan known as RECOSUP

YES

Termination payment

Retirement benefit

NO

(a)

Note that in relation to the previous duties that he performed within the Group until May 21, 2010, the Chairman of the Board is paid a retirement pension from the pension plans set up by the Company (internal defined contribution pension plan, known as RECOSUP, and supplementary pension plan authorized by the Board of Directors on February 11, 2009, and approved by the Shareholders’ Meeting on May 15, 2009).

(b)

Payment subject to a performance condition in accordance with the decision of the Board of Directors on February 28, 2014, and confirmed on December 16, 2014. Details of these commitments are set out above. The retirement benefit cannot be combined with the termination payment described above.

(c)

Mr. de Margerie was Chairman and Chief Executive Officer since May 21, 2010, and Chief Executive Officer since February 14, 2007. Mr. de Margerie’s death terminated the commitments that had been granted to him for the future.

120TOTAL S.A. Form 20-F 2014


Item 6 - B. Compensation

3.Executive officer’s compensation

 

Executive officers’ compensation

In 2013,2014, the aggregate amount paid directly or indirectly by the French and foreign Group companies as compensation to the executive officers(1) of TOTAL in office atas of December 31, 20132014 (members of the Management Committee(2) and the Treasurer)

was22.121.18 million (thirty(twenty-nine individuals), including9.38.72 million paid to the sixseven members of the Executive Committee. Variable compensation accounted for 45%42.45% of the aggregate amount of22.121.18 million paid to executive officers.

Stock option and performance share grants policy

 

4.Stock option and free share grants policy

4.1.

General policy

In addition to its policy to develop employee shareholding, TOTAL S.A. is also pursuing a policy to associate employees and executive officerssenior executives with the Group’s future results. This policy consists in awarding free performance shares each year. TOTAL S.A. may also award stock options despite the fact that no plan has been put in place since September 14, 2011.

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.

All grants are approved by the Board of Directors, based on the proposal of the Compensation Committee. For each plan, the Compensation Committee recommends a list of beneficiaries, the conditions and the number of options or shares awarded to each beneficiary. The Board of Directors then gives final approval for this list and the grant conditions.

Grants of performance shares under selective plans become definitive at the end of a vesting period which has been extended to three years for shares granted as offrom July 25, 2013. However,

such grants only become definitive subject to a presence condition and a performance conditionconditions based on the Group’s return on equity (ROE). At the end of this vesting period, and provided that the conditions set are met, the performance shares are definitively awarded to the beneficiaries, who must then hold them for at least two years (holding period). For beneficiaries employed by non-French subsidiaries on the grant date, the vesting period for performance shares may be increased to four years; in such cases, there is no mandatory holding period. As of 2011, all performance shares granted to executive officerssenior executives are subject to performance conditions.

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 (ROE) of the Group, which vary depending on the plan and beneficiary category. As ofSince 2011, all options granted are subject to performance conditions. For options that may be awarded pursuant to the authorization given by the Extraordinary Shareholders’ Meeting of May 17, 2013 (11th(eleventh resolution), performance conditions will be assessed over a minimum period of three consecutive fiscal years. For earlier option plans, and subject to the applicable presence and performance conditions being met, options may be exercised only at the end of an initial 2-year vesting period and the shares resulting from the exercise may only be disposed of at the end of a second 2-year holding period. Moreover, for the 2007 to 2011 option plans, the shares resulting from the exercise of options by beneficiaries employed by non-French subsidiaries on the grant date may be disposed of or converted to bearer form at the end of the first 2-year vesting period.

consecutive fiscal years. For earlier option plans, and subject to the applicable presence and performance conditions being met, options may be exercised only at the end of an initial2-year vesting period and the shares resulting from the exercise may only be disposed of at the end of a second2-year holding period. Moreover, for the 2007 to 2011 option plans, the shares resulting from the exercise of options by beneficiaries employed by non-French subsidiaries on the grant date may be disposed of or converted to bearer form at the end of the first 2-year vesting period.

Performance share and stock option grants to the Chairman and Chief Executive Officerexecutive directors (dirigeants mandataires sociaux) in office at the time of the decision are subject to a presence condition within

(1)

Executive officers who are not directors (with the exception of the Chairman and Chief Executive Officer).

2013 Form 20-F TOTAL S.A.107


Item 6 - Compensation

the Group and to specific performance conditions related to the Group’s return on equity (ROE) and return on average capital employed (ROACE) set by the Board of Directors, on the proposal of the Compensation Committee.

The award of performance shares or stock options is used to extend, based on individual performance assessments at the time of each plan, the Group-wide policy of developing employee shareholding.

 

4.2.

Follow up of the grants to the Chairman and Chief Executive Officerexecutive directors

 

4.2.1.

Stock options

No stock options werehave been awarded since September 14, 2011. Until this date, the Company’s executive directors in 2012 or 2013.

Until 2011,office at the Chairman and Chief Executive Officer wastime of the decision were awarded stock options as part of broader share grant plans approved by the Board of Directors for certain Group employees and executive officers. Subject to certain specific provisions set out below, optionssenior executives. Options granted to the Chairman and Chief Executive Officer areexecutive directors were governed by the same provisions that apply to other beneficiaries of grant plans.

As ofFor options awarded between 2007 and 2011, the Board of Directors has made the exercise of options awarded to the Chairman and Chief Executive Officerexecutive directors contingent upon a presence condition and performance conditions based on the Group’s ROE and ROACE. The conditions are set out below for the 2010 and 2011 plans. The acquisition rate of performance-related options under the 2009, 2010 and 2011 plans was 100%. It had been 60% for the 2008 plan.

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 executive directors (the Chairman of the Board and the Chief Executive Officer, and then from May 21, 2010 the Chairman and Chief Executive Officer) would be required to hold in registered form, for as long as they remain in office, a number of TOTAL shares representing 50% of the capital gains, net of tax and related contributions, resulting from the exercise of stock options under these plans. When the executive directors hold a number of shares (directly or through collective investment funds invested in Company stock) corresponding to five times his gross annual fixed compensation at that time, this holding requirement will be reduced to 10%. If in the future this condition is no longer met, the previous 50% holding requirement will once again apply.

The Chairman and Chief Executive Officer has undertaken not to hedge the shares of the Company and any financial instruments related to them. This provision is now included in the rules of procedure of the Board of Directors.

All the options awarded to the ChairmanMessrs. Desmarest and Chief Executive Officer andPouyanné outstanding at December 31, 20132014 respectively represented 0.047%(1)0.005% and 0.005% of the potential share capital(3) of the Company on that date.

i. 2011 share subscription option plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of options definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:

o

For 50% of the share subscription options granted, the performance condition states that the final number of options granted is based on the average ROE of the Group, as published by the Group according to its 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 linearly 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%.

o

For 50% of the share subscription options granted, the performance condition states that the final number of options granted is based on the average ROACE of the Group, as published by the Group according to its 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 linearly 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%.

ii. 2010 share subscription option plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of options definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:

o

For 50% of the share subscription options granted, the performance condition states that the final number of options granted is based on the average ROE of the Group, as published by the Group according to its 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 linearly 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%.

o

For 50% of the share subscription options granted, the performance condition states that the final number of options granted is based on the average ROACE of the Group, as published by the Group according to its 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 linearly 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%.

 

 

(1)

Other than the Chief Executive Officer, executive officers are not executive or non-executive directors.

(2)

As from April 2, 2015, a Group Performance Management Committee will be instituted in place of the Group Management Committee (for more information, refer to “— A. Directors and Senior Management — 2.3. The Management Committee”, above).

(3)

Based on a potential capital of 2,403,907,7482,401,902,936 shares.

 

1082014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013121


Item 6 - B. Compensation

iii. Follow up table of TOTAL stock options awarded to Mr. de Margerie, Chairman and Chief Executive Officer of TOTAL S.A., outstanding in 2013:

   2005 Plan  2006 Plan  2007 Plan  2008 Plan  2009 Plan  2010 Plan  2011 Plan  Total 
Type of options Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
     

Expiry date

  07/19/2013    07/18/2014    07/17/2015    10/09/2016    09/15/2017    09/14/2018    09/14/2019   

Exercise price ()(a)

  49.04    50.60    60.10    42.90    39.90    38.20    33.00      

Options awarded by the Board(b)

  130,000    160,000    200,000    200,000    200,000    240,000    160,000   

 

1,290,000

  

Adjustments related to the spin-off of Arkema(c)

  1,828                            1,828  

Outstanding options as of January 1, 2013

  131,828    160,000    200,000    176,667    200,000    240,000    160,000    1,268,495  

Options awarded in 2013

                                

Options exercised in 2013

                                

Options canceled in 2013

  (131,828                          (131,828

Options outstanding as of December 31, 2013

      160,000    200,000    176,667    200,000    240,000    160,000    1,136,667  

(a)

Exercise price as of May 24, 2006. The exercise prices of TOTAL stock options under the plans in force on 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, point A to the Consolidated Financial Statements.

(b)

The number of options granted on or before May 23, 2006 was 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.

iv. Stock options exercised in 2013fiscal year 2014 by each executive director (AMF Table No. 5):

 

    Plan date
and No.
   NatureNumber of options
exercised during
fiscal year
   Exercise
price ()
 

Thierry Desmarest

Chairman of the Board since October 22, 2014

Patrick Pouyanné(a)

Chief Executive Officer since October 22, 2014


2006 Plan – 07/18/2006

2009 Plan – 09/15/2009



21,760

30,000



50.60

39.90


Christophe de Margerie

Chairman and Chief Executive Officer until October 20, 2014

               

 

(a)

Mr. Pouyanné exercised his options while he was a salaried employee of the Group (i.e., prior to his appointment as Chief Executive Officer on October 22, 2014).

4.2.2.

Grant of performance shares

Since 2011, the former Chairman and Chief Executive Officer hashad been awarded performance shares as part of the broader share grant plans approved by the Board of Directors for certain Group employees. Subject to certain specific provisions set out below,performance conditions, performance shares granted to the Chairman and Chief Executive Officer arewere governed by the same provisions that apply to other beneficiaries of grant plans.

In case of a definitive grant to the Chairman and Chief Executive Officer of all the performance shares outstanding at December 31, 2013, these shares would represent 0.0044%(1) of the potential share capital of the Company on that date.

As of 2011, the Board of Directors has made the definitive grant of performance shares to the Chairman and Chief Executive Officer contingent upon specific presence andThe performance conditions as described below. As of 2013, these performance conditions are assessed over a 3-year vesting period.

For performance share grant plans awardeddecided in 2012, 2013 and 2014 are described in Note 25 to the Chairman and Chief Executive Officer,Consolidated Financial Statements.

For the Board of Directors decided that2012 plan, pursuant to performance conditions, the Chairman and Chief Executive Officer will be required to hold in registered form,acquisition rate was 100% for as long as he remains in office, 50% of the capital gains, net of tax and contributions related to the shares granted under such plans. When the Chairman and Chief Executive Officer holds a number of shares (directly or through collective investment funds invested in Company stock) corresponding to five times his gross annual fixed compensation at that time, this holding requirement will be equal to 10%. If in the future this condition is no longer met, the previous 50% holding requirement will once again apply.

Given this holding requirement and given the share holding requirements that the Board of Directors imposeperformance conditions based on the executive directors,ROE and 88% for shares granted under performance conditions based on the Board of Directors decided not to make the grant of performance shares contingent upon the purchase of a quantity of shares once the awarded shares become transferable, thus disregarding one of the recommendations of the AFEP-MEDEF Code to which the Company adheres.

(1)

Based on a potential capital of 2,403,907,748 shares.

2013 Form 20-F TOTAL S.A.109


Item 6 - Compensation

The ChairmanROACE. It should be noted that these acquisition rates were 100% for 2010 and Chief Executive Officer has undertaken not to hedge the shares of the Company and any financial instruments related to them. This provision is now included in the rules of procedure of the Board of Directors.

i. 2013 performance share plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of shares definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:

o

For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015. The acquisition rate is equal to zero if the average ROE is less than or equal to 8%, varies linearly 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%.

o

For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROACE of the Group, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015. The acquisition rate is equal to zero if the average ROACE is less than or equal to 7%, varies linearly 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%.

ii. 2012 performance share plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of shares definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:

o

For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROE of the Group, as published by the Group according to its consolidated balance sheet and statement of income 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 linearly 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%.

o

For 50% of the share granted, the performance condition states that the final number of shares granted is based on the average ROACE of the Group, as published by the Group according to its consolidated balance sheet and statement of income 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 linearly 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%.

iii. 2011 performance share plan: the Board of Directors decided that, provided the presence condition within the Group is met, the number of shares definitively granted to the Chairman and Chief Executive Officer will be subject to two performance conditions:

o

For 50% of the shares granted, the performance condition states that the final number of shares granted is based on the average ROE of the Group, as published by the Group according to its 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 linearly 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%.

o

For 50% of the share granted, the performance condition states that the final number of shares granted is based on the average ROACE of the Group, as published by the Group according to its 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 linearly 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 Chairman and Chief Executive Officer was not awarded any performance shares under the 2006 to 2010 plans.

 

 

iv. Follow up table of TOTAL performance shares awarded to Mr. de Margerie, Chairman and Chief Executive Officer of TOTAL S.A.:

    2011 Plan   2012 Plan   2013 Plan   Total 

Date of the Shareholders’ Meeting

   05/13/2011     05/13/2011     05/13/2011    

Grant date

   09/14/2011     07/26/2012     07/25/2013    

Closing price on grant date

   32.690     36.120     40.005    

Average repurchase price per share paid by the Company

   39.580     38.810     40.560    

Shares awarded by the Board

   16,000     53,000     53,000     122,000  

Start of the vesting period

   09/14/2011     07/26/2012     07/25/2013    

Definitive grant date, subject to the conditions set out (end of the vesting period)

   09/15/2013     07/27/2014     07/26/2016    

Availability date (end of the mandatory holding period)

   09/15/2015     07/27/2016     07/26/2018    

Definitively granted in 2013

   16,000               16,000  

110TOTAL S.A. Form 20-F 2013


Item 6 - Compensation

v. Performance shares awarded to each executive and non executive director in 2013fiscal year 2014 by the issuer and by any Group company (AMF Table No. 6):

 

   Plan date
and No.
  Number of
shares
awarded
during fiscal
year
  Valuation of
shares ()(a)
  Acquisition
date
  Availability
date
  Performance
conditions

Christophe de Margerie

Chairman and Chief

Executive Officer

  
 
2013 Plan
07/25/2013
  
  
  53,000    1,729,920    07/26/2016    07/26/2018   For 50% of the shares, the condition is based on the Group’s average ROE in 2013, 2014 and 2015. For 50% of the shares, the condition is based on the Group’s average ROACE in 2013, 2014 and 2015.

Charles Keller

Director representing

employee shareholders

since May 17, 2013

  
 
2013 Plan
07/25/2013
  
  
  400    13,056    07/26/2016    07/26/2018   Shares in excess of the first 100 shares are subject to a condition based on the Group’s average ROE in 2013, 2014 and 2015.

Claude Clément

Director representing

employee shareholders

until May 17, 2013

                     

Total

      53,400    1,742,976            
    Plan date
and No.
   Number of
shares
awarded
during
fiscal year
   Valuation
of shares
()(a)
   Acquisition
date
   

Date of

transferability

   Performance
conditions

Thierry Desmarest

Chairman of the Board

since October 22, 2014

        none                   

Patrick Pouyanné(b)

Chief Executive Officer

since October 22, 2014

   
 
2014 Plan
07/29/2014
  
  
   25,000     1,116,500     07/30/2017     07/30/2019    For 100% of shares, the condition is based on the Group’s average ROE in fiscal years 2014, 2015 and 2016.
Christophe de Margerie Chairman and Chief Executive Officer until October 20, 2014   
 
2014 Plan
07/29/2014
  
  
   48,000     2,143,680     07/30/2017     07/30/2019    For 50% of shares, the condition is based on the Group’s average ROE in fiscal years 2014, 2015 and 2016. For 50% of shares, the condition is based on the Group’s average ROACE in fiscal years 2014, 2015 and 2016.

Marc Blanc

Director representing employees

since November 4, 2014

        none                   

Charles Keller

Director representing employee shareholders since May 17, 2013

   
 
2014 Plan
07/29/2014
  
  
   400     17,864     07/30/2017     07/30/2019    Shares in excess of the first 100 shares are subject to a condition based on the Group’s average ROE in fiscal years 2014, 2015 and 2016.

Total

        73,400     3,278,044               

 

(a) 

The valuation of performance shares was calculated on the day they were awarded, according to the method used for the Consolidated Financial Statements.

(b)

Performance shares were granted prior to Mr. Pouyanné’s appointment as Chief Executive Officer and related to his previous salaried duties.

122TOTAL S.A. Form 20-F 2014


Item 6 - B. Compensation

vi. Performance shares that have become available for each executive and non executive director (AMF Table No. 7):

 

   Plan date and No.  Number of shares that
have become available
during the fiscal year
  Vesting conditions 

Christophe de MargerieThierry Desmarest

Chairman and Chief Executive Officerof the Board since October 22, 2014

            

Charles KellerPatrick Pouyanné

Director representing employee

shareholdersChief Executive Officer since May 17, 2013October 22, 2014

  

20092010 Plan

09/15/2009

14/2010
 

  1502,000    n/a  

Claude ClémentChristophe de Margerie

Chairman and Chief Executive Officer until October 20, 2014

Marc Blanc

Director representing employees since November 4, 2014

n/a

Charles Keller

Director representing employee

shareholders untilsince May 17, 2013

          n/a  

Total

150

 

4.3.

Grants to employees

 

4.3.1.

Share subscriptionStock option plan

In 2013, as in 2012, the Board of Directors decided not to award anyNo stock options.

i. 2011 share subscription option plan: the Board of Directors decided that, provided the presence condition within the Group is met, for each beneficiary other than the Chairman and Chief Executive Officer, options will be subject to a performance condition based on the Group’s average ROE, as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2011 and 2012.

The acquisition rate:have been awarded since September 14, 2011.

 

¡4.3.2.

is equal to zero if the average ROE is less than or equal to 7%;

¡

varies linearly 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 acquisition rate applicable to the subscription options subject to the performance condition under the 2011 plan was 100%.

Performance share plan

ii. 2013 performance share plan:the Board of Directors decided that for executive officers(1) (other than the Chairman and Chief Executive Officer), the definitive award of all shares granted is contingent upon a presence condition and a performance condition. The performance condition states that the number of shares definitively awarded is based on the

(1)

The executive officers (aside from the Chairman and Chief Executive Officer) are employees who are not directors.

2013 Form 20-F TOTAL S.A.111


Item 6 - Compensation

Group’s average ROE as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015.

The acquisition rate:

¡

is equal to zero if the average ROE is less than or equal to 8%;

¡

varies linearly 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 Boardperformance conditions of Directors alsoperformance share grant plans decided that, provided the presence condition within the Group is met, for each beneficiary (other than the Chairmanin 2012, 2013 and Chief Executive Officer and the executive officers) of more than 100 shares, the shares2014 are described in excess of that number will be definitively granted subjectNote 25 to the aboveConsolidated Financial Statements.

For the 2012 plan, pursuant to performance condition being met.

iii. 2012 performance share plan:conditions, the Board of Directors decided that for executive officers (other than the Chairman and Chief Executive Officer), the definitive award of all shares granted is contingent upon a presence condition and a performance condition. The performance condition states that the number of shares definitively awarded is based on the Group’s average ROE, as published by the Group according to its consolidated balance sheet and statement of income 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 linearly 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 also decided that, provided the presence condition within the Group is met, for each beneficiary (other than the Chairman and Chief Executive Officer and the executive officers) of more than 100 shares, the shares in excess of that number will be definitively granted subject to the above performance condition being met.

iv. 2011 performance share plan:the Board of Directors decided that for executive officers (other than the Chairman and Chief Executive Officer), the definitive award of all shares granted is contingent upon a presence condition and a performance condition. The performance condition states that the number of shares definitively awarded is based on the Group’s average ROE as published by the Group according to its 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 linearly 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 also decided that, provided the presence condition within the Group is met, for each beneficiary (other than the Chairman and Chief Executive Officer and the executive officers) of more than 100 shares, the shares in excess of that number will be definitively granted subject to the above performance condition being met.

The acquisition rate applicable to the shares subject to the performance condition under the 2011 plan was 100%. It should be noted that this acquisition rate was 100% for the 2010 and 2011 plans.

 

 

4.4.
112TOTAL S.A. Form 20-F 2013


Item 6 - Compensation

Follow up of TOTAL stock option plans as of December 31, 20132014

 

4.4.1.

Breakdown of TOTAL stock option grants by category of beneficiary

The following table gives a breakdown of TOTAL stock options awarded by category of beneficiary (main executive(executive officers, other executive officerssenior executives and other employees) for each of the plans in effect during 20132014 (for more information concerning the TOTAL stock option plans, seerefer to Note 25 to the Consolidated Financial Statements):

 

      Number of
beneficiaries
  Number
of  notified
options
(a)
  Percentage  

Average

number of
options per
beneficiary
(a)

 
2005 Plan: Subscription options Main executive officers(b)  30    370,040    24.3  12,335  
Decision of the Board on July 19, 2005 Other executive officers  330    574,140    37.6  1,740  
Exercise price:198.90; discount: 0.0% Other employees  2,361    581,940    38.1  246  
Exercise price as of May 24, 2006:49.04(a) Total  2,721    1,526,120    100  561  
2006 Plan: Subscription options Main executive officers(b)  28    1,447,000    25.3  51,679  
Decision of the Board on July 18, 2006 Other executive officers  304    2,120,640    37.0  6,976  
Exercise price:50.60; discount: 0.0% Other employees  2,253    2,159,600    37.7  959  
 Total  2,585    5,727,240    100  2,216  
2007 Plan: Subscription options Main executive officers(b)  27    1,329,360    22.8  49,236  
Decision of the Board on July 17, 2007 Other executive officers  298    2,162,270    37.1  7,256  
Exercise price:60.10; discount: 0.0% Other employees  2,401    2,335,600    40.1  973  
 Total  2,726    5,827,230    100  2,138  
2008 Plan(c): Subscription options Main executive officers(b)  26    1,227,500    27.6  47,212  
Awarded on October 9, 2008, by decision of Other executive officers  298    1,988,420    44.7  6,673  
the Board of Directors on September 9, 2008 Other employees  1,690    1,233,890    27.7  730  
Exercise price:42.90; discount: 0.0% Total  2,014    4,449,810    100  2,209  
2009 Plan(c): Subscription options Main executive officers(b)  26    1,201,500    27.4  46,212  
Decision of the Board on September 15, 2009 Other executive officers  284    1,825,540    41.6  6,428  
Exercise price:39.90; discount: 0.0% Other employees  1,742    1,360,460    31.0  781  
 Total  2,052    4,387,500    100  2,138  
2010 Plan(c): Subscription options Main executive officers(b)  25    1,348,100    28.2  53,924  
Decision of the Board on September 14, 2010 Other executive officers  282    2,047,600    42.8  7,261  
Exercise price:38.20; discount: 0.0% Other employees  1,790    1,392,720    29.0  778  
 Total  2,097    4,788,420    100  2,283  
2011 Plan(c): Subscription options Main executive officers(b)  29    846,600    55.7  29,193  
Decision of the Board on September 14, 2011 Other executive officers  177    672,240    44.3  3,798  
Exercise price:33.00; discount: 0.0% Other employees                
  Total  206    1,518,840    100  7,373  
      Number of
beneficiaries
  Number
of  notified
options
  Percentage  Average
number of
options per
beneficiary
 
2006 Plan: Subscription options Executive officers(a)  28    1,447,000    25.3  51,679  

Decision of the Board of Directors

on July 18, 2006

Exercise price:50.60; discount: 0.0%

 

Other senior executives Other employees

Total

  
 
 
304
2,253
2,585
  
  
  
  
 
 
2,120,640
2,159,600
5,727,240
  
  
  
  

 

 

37.0

37.7

100


% 

  
 
 
6,976
959
2,216
  
  
  
2007 Plan: Subscription options Executive officers(a)  27    1,329,360    22.8  49,236  

Decision of the Board of Directors

on July 17, 2007

Exercise price:60.10; discount: 0.0%

 

Other senior executives Other employees

Total

  
 
 
298
2,401
2,726
  
  
  
  
 
 
2,162,270
2,335,600
5,827,230
  
  
  
  

 

 

37.1

40.1

100


% 

  
 
 
7,256
973
2,138
  
  
  
2008 Plan(b): Subscription options Executive officers(a)  26    1,227,500    27.6  47,212  

Awarded on October 9, 2008, by

decision of the Board of Directors

on September 9, 2008

Exercise price:42.90; discount: 0.0%

 

Other senior executives Other employees

Total

  
 
 
298
1,690
2,014
  
  
  
  
 
 
1,988,420
1,233,890
4,449,810
  
  
  
  

 

 

44.7

27.7

100


% 

  
 
 
6,673
730
2,209
  
  
  
2009 Plan(b): Subscription options Executive officers(a)  26    1,201,500    27.4  46,212  

Decision of the Board of Directors

on September 15, 2009

Exercise price:39.90; discount: 0.0%

 

Other senior executives Other employees

Total

  
 
 
284
1,742
2,052
  
  
  
  
 
 
1,825,540
1,360,460
4,387,500
  
  
  
  

 

 

41.6

31.0

100


% 

  
 
 
6,428
781
2,138
  
  
  
2010 Plan(b): Subscription options Executive officers(a)  25    1,348,100    28.2  53,924  

Decision of the Board of Directors

on September 14, 2010

Exercise price:38.20; discount: 0.0%

 

Other senior executives Other employees

Total

  
 
 
282
1,790
2,097
  
  
  
  
 
 
2,047,600
1,392,720
4,788,420
  
  
  
  

 

 

42.8

29.0

100


% 

  
 
 
7,261
778
2,283
  
  
  
2011 Plan(b): Subscription options Executive officers(a)  29    846,600    55.7  29,193  

Decision of the Board of Directors

on September 14, 2011

Exercise price:33.00; discount: 0.0%

 

Other senior executives Other employees

Total

  
 

 

177

206

  
  

  

  
 

 

672,240

1,518,840

  
  

  

  
 

 

44.3
 

100


— 

  
 

 

3,798

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 beneficiary, the exercise prices for TOTAL stock options were multiplied by an adjustment factor of 0.986147 and the number of unexercised stock options was multiplied by an adjustment factor of 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 number of options awarded before May 23, 2006 was multiplied by four and the exercise price of these options was multiplied by 0.25. The presentation in this table of the number of notified options has not been adjusted to reflect the four-for-one stock split.

(b) 

Members of the Management Committee and the Treasurer such as ofdefined on the date of the Board meeting awardinggranting 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.performance shares.

(c)(b) 

The acquisition rate of performance condition-related shares was 60% for the 2008 plan and 100% for the 2009, 2010 and 2011 plans.

2014 Form 20-F TOTAL S.A.123


Item 6 - B. Compensation

For the 2007, 2008 and 2009 share subscription option plans, the Board of Directors decided that for each beneficiary of more than 25,000 options, one-third of the options awarded in excess of that number should be subject to a performance condition.

For the 2010 share subscription option plan, a portion of the options granted to beneficiaries of more than 3,000 options are subject to a performance condition. For the 2011 share subscription option plan, all of the options are subject to a performance condition.

In 2013, as in 2012,Since September 14, 2011, the Board of Directors has decided not to award any stock options.

 

4.4.2.
2013 Form 20-F TOTAL S.A.113


Item 6 - Compensation

Historic overviewBreakdown of outstanding TOTAL stock option plans

Past awards of subscription or purchase options — Information on the subscription or purchase options (AMF Table No. 8):

 

   2005 Plan  2006 Plan  2007 Plan  2008 Plan  2009 Plan  2010 Plan  2011 Plan  Total 
Type of options Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
     

Date of the Shareholders’ Meeting

  05/14/2004    05/14/2004    05/11/2007    05/11/2007    05/11/2007    05/21/2010    05/21/2010   

Date of Board meeting / grant date(a)

  07/19/2005    07/18/2006    07/17/2007    10/09/2008    09/15/2009    09/14/2010    09/14/2011      

Total number of options awarded by the Board, including(b):

  6,104,480    5,727,240    5,937,230    4,449,810    4,387,620    4,788,420    1,518,840    32,913,640  

Executive and non executive directors(c)

  240,000    400,000    310,000    200,000    200,000    240,000    160,000    1,750,000  

 C. de Margerie

  n/a    160,000    200,000    200,000    200,000    240,000    160,000    1,160,000  

 C. Keller

  n/a    n/a    n/a    n/a    n/a    n/a    n/a      

 C. Clément

  n/a    n/a    n/a    n/a    n/a              

 T. Desmarest

  240,000    240,000    110,000                    590,000  

Additional grants

  134,400                            134,400  

Adjustments related to the spin-off of Arkema(d)

  90,280                            90,280  

Date as of which the options may be exercised

  07/20/2007    07/19/2008    07/18/2009    10/10/2010    09/16/2011    09/15/2012    09/15/2013   

Expiry date

  07/19/2013    07/18/2014    07/17/2015    10/09/2016    09/15/2017    09/14/2018    09/14/2019   

Exercise price (in)(e)

  49.04    50.60    60.10    42.90    39.90    38.20    33.00      

Cumulative number of options exercised as of December 31, 2013

  39,127    8,620        112,740    365,722    159,371    373,346    1,058,926  

Cumulative number of options canceled as of December 31, 2013

  6,290,033    97,994    89,265    117,872    32,520    91,197    4,400    6,723,281  

Number of options:

        

 outstanding as of January 1, 2013

  6,160,020    5,621,526    5,848,985    4,330,468    4,334,900    4,661,443    1,505,040    32,462,382  

 awarded in 2013

                                

 canceled in 2013(f)

  (6,159,390  (900  (1,020  (360  (1,080  (720      (6,163,470

 exercised in 2013

  (630          (110,910  (344,442  (122,871  (363,946  (942,799

Outstanding as of December 31, 2013

      5,620,626    5,847,965    4,219,198    3,989,378    4,537,852    1,141,094    25,356,113  
   2006 Plan  2007 Plan  2008 Plan  2009 Plan  2010 Plan  2011 Plan  Total 
Type of options Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
  Subscription
options
     

Date of the Shareholders’ meeting

  05/14/2004    05/11/2007    05/11/2007    05/11/2007    05/21/2010    05/21/2010   

Date of Board meeting/grant date(a)

  07/18/2006    07/17/2007    10/09/2008    09/15/2009    09/14/2010    09/14/2011      

Total number of options awarded by the Board, including:

  5,727,240    5,937,230    4,449,810    4,387,620    4,788,420    1,518,840    26,809,160  

Executive and non-executive directors(b)

  421,760    334,160    230,000    230,000    280,000    190,400    1,686,320  

— T. Desmarest

  240,000    110,000                    350,000  

— P. Pouyanné

  21,760    24,160    30,000    30,000    40,000    30,400    176,320  

— C. de Margerie(c)

  160,000    200,000    200,000    200,000    240,000    160,000    1,160,000  

— M. Blanc

  n/a    n/a    n/a    n/a    n/a    n/a      

— C. Keller

  n/a    n/a    n/a    n/a    n/a    n/a      

Date as of which the options may be exercised:

  07/19/2008    07/18/2009    10/10/2010    09/16/2011    09/15/2012    09/15/2013   

Expiry date

  07/18/2014    07/17/2015    10/09/2016    09/15/2017    09/14/2018    09/14/2019   

Exercise price ()(d)

  50.60    60.10    42.90    39.90    38.20    33.00      

Cumulative number of options exercised as of December 31, 2014

  3,831,334        1,116,054    1,343,831    996,005    655,365    7,942,589  

Cumulative number of options canceled as of December 31, 2014

  1,895,906    89,265    117,872    32,520    91,197    4,400    2,231,160  

Number of options:

       

— outstanding as of January 1, 2014

  5,620,626    5,847,965    4,219,198    3,989,378    4,537,852    1,141,094    25,356,113  

— Awarded in 2014

                            

— Canceled in 2014(e)

  1,797,912                        1,797,912  

— Exercised in 2014

  3,822,714        1,003,314    978,109    836,634    282,019    6,922,790  

Outstanding as of December 31, 2014

      5,847,965    3,215,884    3,011,269    3,701,218    859,075    16,635,411  

 

(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)

To take into account the four-for-one stock split approved by the Shareholder’s Meeting of May 12, 2006, the number of options awarded before May 23, 2006 has been multiplied by four.

(c)

List of executive and non executive directors who had this status during the fiscal year 2013.2014.

(c)

Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries are entitled to exercise all the granted stock options within six months following the date of death.

(d)

To take into account the spin-off of Arkema, at its meeting of March 14, 2006 the Board of Directors resolved to adjust the rights of TOTAL stock options holders, pursuant to the provisions in effect on the date of its meeting and at the time of the Shareholders’ Meeting on May 12, 2006. These adjustments were made on May 22, 2006, effective as of May 24, 2006.

(e)

The exercise price is the average closing price of TOTAL’s share on Euronext Paris during the twenty trading days prior to the grant date, without any discount.

Exercise price as of May 24, 2006. To take into account the four-for-one stock split approved by the Shareholders’ Meeting on May 12, 2006, the exercise prices of options granted before May 23, 2006 were multiplied by 0.25. 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 applicable before May 24, 2006 are indicated in Note 25, point A to the Consolidated Financial Statements.
(f)(e) 

Of the 6,163,470The 1,797,912 options canceled in 2013, 6,158,6622014 are unexercised options expired on July 19, 201318, 2014 due to the expiration of the 20052006 subscription option plan.

In the event of the exercise of all share subscription options outstanding as of December 31, 2013,2014, the corresponding shares would represent 1.05%0.69%(1) of the Company’s potential share capital on that date.

 

 

(1) 

Based on a potential capital of 2,403,907,7482,401,902,936 shares.

 

114124 TOTAL S.A. Form 20-F 20132014


Item 6 - B. Compensation

 

4.4.3.

Stock options awarded to the ten employees (other than executive or non executive directors) receiving the largest number of options / options/Stock options exercised by the ten employees (other than executive or non executive directors) exercising the largest number of options (AMF Table No. 9)

 

   Total number of
options
awarded/exercised
  Average
weighted
exercise
price ()
  2008 Plan
10/09/2008
(a)
  2009 Plan
09/15/2009
  2010 Plan
09/14/2010
  2011 Plan
09/14/2011
 

Options awarded in 2013 by TOTAL S.A. and its affiliates(b) to the ten TOTAL S.A. employees (other than executive or non executive directors) receiving the largest number of options (aggregate — not individual information)

                        

Options held on TOTAL S.A. and its affiliates(b) and exercised in 2013 by the ten TOTAL S.A. employees (other than executive or non executive directors) with the largest number of options purchased or subscribed (aggregate — not individual information)

  248,142    35.43    18,600    45,200    20,500    163,842  
   Total number
of options
awarded/
exercised
  Average
weighted
exercise
price ()
  2006 Plan
07/18/2006
  2008 Plan
10/09/2008
(a)
  2009 Plan
09/15/2009
  2010 Plan
09/14/2010
  2011 Plan
09/14/2011
 

Options awarded in fiscal year 2014 by TOTAL S.A. and its affiliates(b), to the ten TOTAL S.A. employees (other than executive or non executive directors) receiving the largest number of options (aggregate — not individual information)

                            

Options held on TOTAL S.A. and its affiliates(b), and exercised in fiscal year 2014 by the ten TOTAL S.A. employees (other than executive or non executive directors at the date of the exercises) with the largest number of options purchased or subscribed (aggregate — not individual information)(c)

  638,000    44.87    310,760    93,900    84,000    114,600    34,740  

 

(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) 

Pursuant to the conditions of Article L. 225-180 of the French Commercial Code.

(c)

Mr. Pouyanné is included among the ten employees as he exercised his options before his appointment as Chief Executive Officer on October 22, 2014.

 

4.5.

Follow up of TOTAL performancefree share grants as of December 31, 20132014

 

4.5.1.

Breakdown of TOTAL stock optionperformance share grants by category of beneficiary

The following table gives a breakdown of TOTAL performance share grants by category of beneficiary (main executive officers, other executive officerssenior executives and other employees):

 

    Number of
beneficiaries
 

Number

of notified
shares
(a)

 Percentage Average
number of
shares per
beneficiary
     

Number of

beneficiaries

 

Number

of notified

shares

 Percentage 

Average

number of

shares per

beneficiary

 
2009 Plan(b) Main executive officers(c)  25    48,700    1.6  1,948  
Decision of the Board on September 15, 2009 Other executive officers  284    329,912    11.1  1,162  
 Other employees(d)  9,693    2,593,406    87.3  268  
 Total  10,002    2,972,018    100  297  
2010 Plan(b)(e) Main executive officers(c)  24    46,780    1.6  1,949  
2010 Plan(a)(d) Executive officers(b)  24    46,780    1.6  1,949  
Decision of the Board on September 14, 2010 Other executive officers  283    343,080    11.4  1,212   Other senior executives  283    343,080    11.4  1,212  
 Other employees(d)  10,074    2,620,151    87.0  260   Other employees  10,074    2,620,151    87.0  260  
 Total  10,381    3,010,011    100  290   Total  10,381    3,010,011    100%   290  
2011 Plan(b) Main executive officers(c)  29    184,900    5.1  6,376  
2011 Plan(a) Executive officers(b)  29    184,900    5.1  6,376  
Decision of the Board on September 14, 2011 Other executive officers  274    624,000    17.1  2,277   Other senior executives  274    624,000    17.1  2,277  
 Other employees(d)  9,658    2,840,870    77.8  294   Other employees  9,658    2,840,870    77.8  294  
 Total  9,961    3,649,770    100  366   Total  9,961    3,649,770    100%   366  
2012 Plan Main executive officers(c)  33    416,100    9.7  12,609  
2012 Plan(a) Executive officers(b)  33    416,100    9.7  12,609  
Decision of the Board on July 26, 2012 Other executive officers  274    873,000    20.3  3,186   Other senior executives  274    873,000    20.3  3,186  
 Other employees  9,698    3,006,830    70.0  310  
 Other employees(d)  9,698    3,006,830    70.0  310   Total  10,005    4,295,930    100%   429  
 Total  10,005    4,295,930    100  429  
2013 Plan Main executive officers(c)  32    422,600    9.5  13,206   Executive officers(b)  32    422,600    9.5  13,206  
Decision of the Board on July 25, 2013 Other executive officers  277    934,500    20.9  3,374   Other senior executives  277    934,500    20.9  3,374  
 Other employees(d)  9,625    3,107,100    69.6  323   Other employees(c)  9,625    3,107,100    69.6  323  
 Total  9,934    4,464,200    100  449   Total  9,934    4,464,200    100%   449  
2014 Plan Executive officers(b)  32    421,200    9.4  13,163  
Decision of the Board on July 29, 2014 Other senior executives  281    975,300    21.7  3,471  
 Other employees(c)  9,624    3,089,800    68.9  321  
 Total  9,937    4,486,300    100%   451  

 

(a)

The number of notified performance shares 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, 2010, 2011 and 20112012 plans, the share acquisition rate ofderiving from the performance-related shares awardedROE performance condition was 100%.

(c)(b)

Members of the Management Committee and the Treasurer such as ofdefined on the date of the Board meeting granting the performance shares. The executive directors were notformer Chairman and Chief Executive Officer was awarded any performance shares with the exceptionunder these plans only as of the 2011, 2012 and 2013 plans.2011. The Board of Directors of TOTAL S.A. decided to awardtherefore awarded Mr. de Margerie 16,000 performance shares under the 2011 plan, 53,000 performance shares under the 2012 plan, and 53,000 performance shares under the 2013 plan and 48,000 performance shares under the 2014 plan. The current Chief Executive Officer, who has held office as of October 22, 2014, was awarded performance shares in respect of his previous salaried duties.

(d)(c)

Mr. Clément, an employee of Total Raffinage-Chimie (subsidiary of TOTAL S.A.) and director of TOTAL S.A. who represented employee shareholders until May 17, 2013, was awarded 240 performance shares under the 2010 plan, 240 shares under the 2011 plan and 260 shares under the 2012 plan. Mr. Keller, who is an employee of TOTAL S.A. and director of TOTAL S.A. who has representedrepresenting employee shareholders sinceas of May 17, 2013, was awarded 400 performance shares under the 2013 plan and 400 performance shares under the 2014 plan. Mr. Blanc, who is an employee of TOTAL S.A. and director of TOTAL S.A. representing employees as of November 4, 2014, was not awarded any shares under the 2014 plan.

(e)(d)

Excluding shares granted under the 2010 global free share plan.

 

20132014 Form 20-F TOTAL S.A. 115125


Item 6 - B. Compensation

These performance shares, which were previously bought back by the Company on the market, are definitively awarded at the end of a2-year vesting period. ForIn the case of shares awarded as of July 25, 2013, plan, the vesting period has been extended to three years. ThisThe definitive grant of all performance shares is subject to a presencecontinued employment condition and a performance condition.condition (refer to Note 25 to the Consolidated Financial Statements). Moreover, the disposal of performance shares that have been definitively awarded cannot occur until the end of a2-year mandatory holding period.period

 

4.5.2.

Historic overviewBreakdown of TOTAL performance share plans

i. Past award of TOTAL performance shares–shares — Information on granted performance shares (AMF Table No. 10):

 

 2009 Plan 2010 Plan 2011 Plan 2012 Plan 2013 Plan  2010 Plan 2011 Plan 2012 Plan 2013 Plan 2014 Plan 

Date of the Shareholders’ Meeting

  05/16/2008    05/16/2008    05/13/2011    05/13/2011    05/13/2011    05/16/2008    05/13/2011    05/13/2011    05/13/2011    05/16/2014  

Date of Board meeting / grant date

  09/15/2009    09/14/2010    09/14/2011    07/26/2012    07/25/2013  

Date of Board meeting/grant date

  09/14/2010    09/14/2011    07/26/2012    07/25/2013    07/29/2014  

Closing price on grant date

  41.615    39.425    32.690    36.120    40.005    39.425    32.690    36.120    40.005    52.220  

Average repurchase price per share paid by the Company

  38.540    39.110    39.580    38.810    40.560    39.110    39.580    38.810    40.560    48.320  

Total number of performance shares awarded, including to:

  2,972,018    3,010,011    3,649,770    4,295,930    4,464,200    3,010,011    3,649,770    4,295,930    4,464,200    4,486,300  

– Executive and non executive directors(a)

      240    16,240    53,260    53,400  

Executive and non executive directors(a)

  240    16,240    53,260    53,400    73,400  

– T. Desmarest

                    

– P. Pouyanné(b)

  2,000    7,000    22,500    22,500    25,000  

– C. de Margerie

          16,000    53,000    53,000        16,000    53,000(c)   53,000(d)   48,000(d) 

– M. Blanc

  n/a    n/a    n/a    n/a      

– C. Keller

  n/a    n/a    n/a    n/a    400    n/a    n/a    n/a    400    400  

– C. Clément

  n/a    240    240    260      

Start of the vesting period

  09/15/2009    09/14/2010    09/14/2011    07/26/2012    07/25/2013    09/14/2010    09/14/2011    07/26/2012    07/25/2013    07/29/2014  

Definitive grant date, subject to the conditions set out (end of the vesting period)

  09/16/2011    09/15/2012    09/15/2013    07/27/2014    07/26/2016    09/15/2012    09/15/2013    07/27/2014    07/26/2016    07/30/2017  

Disposal possible from (end of the mandatory holding period)

  09/16/2013    09/15/2014    09/15/2015    07/27/2016    07/26/2018    09/15/2014    09/15/2015    07/27/2016    07/26/2018    07/30/2019  

Number of performance shares:

          

– Outstanding as of January 1, 2013

          3,605,806    4,295,930   

– Notified in 2013

                  4,464,200  

– Canceled in 2013

          (14,970  (17,340  (3,810

– Definitively awarded in 2013(b)

          (3,590,836  (180    

– Outstanding as of December 31, 2013

              4,278,410    4,460,390  

– Outstanding as of January 1, 2014

          4,278,410    4,460,390      

– Notified in 2014

                  4,486,300  

– Canceled in 2014

          (43,320  (22,360  (11,270

Definitively granted in 2014(e)

          (4,235,090  (3,570    

Outstanding as of December 31, 2014

              4,434,460    4,475,030  

 

(a) 

List of executive and non executive directors who had this status during the fiscal year 2013.2014.

(b) 

Shares granted in respect of his previous salaried duties.

(c)

On expiry of the vesting period and in compliance with the performance conditions applied to the Chairman and Chief Executive Officer, 49,820 shares were definitively granted to Mr. de Margerie under the 2012 plan.

(d)

Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries may request the grant of all the performance shares that had been awarded to him within a six-month period from the date of death.

(e)

Definitive grants brought forward following the death of theirthe beneficiaries (2012 plan for fiscal year 2013).of shares under the 2013 plan.

In case of a definitive grant of all the performance shares outstanding at December 31, 2013,2014, these shares would represent 0.36%0.37%(1)of the potential share capital of the Company on that date.

ii. TOTAL global free share plan:plan

In addition to the restricted shares granted, onOn May 21, 2010 the Board of Directors decided to implement a global free share plan intended for all the Group’s employees,i.e., more than 100,000 employees. On June 30, 2010, rights to 25twenty-five free shares were granted to every employee.

The definitive grant iswas subject to a presence condition during the plan’s vesting period. Depending on the countriescountry in which the Group’s companies arewere located, the vesting period iswas either two years followed by a 2-year holding period in countries with a 2+2 structure, or four years without a holding period in countries with a 4+0 structure. Moreover, the granted shares arewere not subject to any performance condition.

At the end of the vesting period, the granted shares will becomebecame new shares resulting from a TOTAL S.A. capital increase by capitalization of reserves or issue premiums.

 

 

(1)(1)

Based on a potential capital of 2,403,907,7482,401,902,936 shares.

 

116126 TOTAL S.A. Form 20-F 20132014


Item 6 - B. Compensation

On July 2, 2012, theThe Chairman and Chief Executive Officer acknowledged on July 2, 2012 the creation and definitive grant of 1,366,950 shares to the beneficiaries designated beneficiaries at the end of the 2-year vesting period. The Chairman and Chief Executive Officer acknowledged on July 1, 2014 the creation and definitive grant of 666,575 shares to the beneficiaries designated at the end of the 4-year vesting period.

Past awards of TOTAL global free share plan:

 

  2010 Plan (2+2) 2010 Plan (4+0) Total   2010 Plan (2 + 2)   2010 Plan (4 + 0)   Total 

Date of the Shareholders’ Meeting

   05/16/2008    05/16/2008      05/16/2008     05/16/2008    

Date of Board meeting / grant date(a)

   06/30/2010    06/30/2010   

Date of Board meeting/grant date(a)

   06/30/2010     06/30/2010    

Total number of shares awarded, including to:

   1,506,575    1,070,650    2,577,225     1,506,575     1,070,650     2,577,225  

– Executive and non executive directors(b)

   50        50  

Executive and non executive directors(b)

   75          75  

– P. Pouyanné

   25          25  

– M. Blanc

   25          25  

– C. Keller

   25        25     25       25  

– C. Clément

   25        25  

Definitive grant date (end of the vesting period)

   07/01/2012    07/01/2014      07/01/2012     07/01/2014    

Disposal possible from

   07/01/2014    07/01/2014      07/01/2014     07/01/2014    

Number of restricted shares

            

Outstanding as of January 1, 2011

   1,508,650    1,070,575    2,579,225  

Notified

             

Canceled

   (29,175  (54,625  (83,800

Definitively granted

   (475  (425  (900

Outstanding as of January 1, 2012

   1,479,000    1,015,525    2,494,525     1,479,000     1,015,525     2,494,525  

Notified

                            

Canceled

   (111,725  (40,275  (152,000   (111,725   (40,275   (152,000

Definitively granted(c)

   (1,367,275  (350  (1,367,625   (1,367,275   (350   (1,367,625

Outstanding as of January 1, 2013

       974,900    974,900          974,900     974,900  

Notified

                            

Canceled

   100    (101,150  (101,050   100     (101,150   (101,050

Definitively granted

   (100  (275  (375   (100   (275   (375

Outstanding as of December 31, 2013

       873,475    873,475  

Outstanding as of January 1, 2014

        873,475     873,475  

Notified

               

Canceled

        (206,225   (206,225

Definitively granted(d)

        (667,250   (667,250

Outstanding as of December 31, 2014

               

 

(a) 

The June 30, 2010, grant was approved by the Board of Directors on May 21, 2010.

(b) 

List of executive and non executive directors who had this status during the fiscal year 2013.2014.

(c) 

Definitive grant on July 2, 2012, of 1,366,950 shares to the designated beneficiaries at the end of the 2-year vesting period.

(d)

Definitive grant on July 1, 2014, of 666,575 shares to the designated beneficiaries at the end of the 4-year vesting period.

In case of a definitive grant of all the restrictedNo shares outstanding atremained available to be granted as of December 31, 2013, these shares would represent 0.036%(1) of the potential share capital of the Company on that date.2014.

 

4.5.3.

Performance share grants to the ten employees (other than executive and non executive directors) receiving the largest number of performance shares

 

    Number of
performance
shares
notified/definitively
awarded
   Grant date   Definitive grant
date (end of the
vesting period)
   Availability
date (end
of holding
period)
 

Performance share grants approved by the Board of Directors at its meeting on July 25, 201329, 2014 to the ten TOTAL S.A. employees (other than executive and non executive directors)directors on the date of this decision) receiving the largest number of performance shares(a)(b)

   193,100200,000     07/25/201329/2014     07/26/201630/2017     07/26/201830/2019  

Performance shares definitively awarded in 2013,fiscal year 2014, under the performance share grant plan approved by the Board of Directors on September 14, 2011,July 26, 2012, to the ten TOTAL S.A. employees (who were not executive and non executive directors at the time of the approval)this decision) receiving the largest number of performance shares(b)(c)

   84,500187,800     09/14/201107/26/2012     09/15/201307/27/2014     09/15/201507/27/2016  

 

(a)

These shares will be definitively awarded at the end of a 3-year vesting period, i.e., on July 26, 2016,30, 2017, subject to a performance condition being met.met (refer to “—4.3.2. Performance share plan”, above). Moreover, the disposal of shares that have been definitively awarded cannot occur until the end of a 2-year holding period, i.e., from July 26, 2018.30, 2019.

(b)

Mr. Pouyanné, Chief Executive Officer since October 22, 2014, is among the ten TOTAL S.A. employees (other than executive and non executive directors) receiving the largest number of performance shares.

(c)

This definitive grant iswas subject to a performance condition.condition (refer to Note 25 to the Consolidated Financial Statements). The acquisition rate of the performance-related shares awarded was 100%. Moreover, the disposal of shares that have been definitively awarded cannot occur until the end of a 2-year holding period, i.e., from September 15, 2015.July 27, 2016.

(1)

Based on a potential capital of 2,403,907,748 shares.

 

20132014 Form 20-F TOTAL S.A. 117127


Item 6 - C. Board Practices and Corporate Governance

 

 

C. BOARD PRACTICES AND CORPORATE GOVERNANCE

 

1.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 (AFEP) and the Mouvement des Entreprises de France (MEDEF) (“AFEP-MEDEF Code”) for corporate governance matters.

The AFEP-MEDEF Code is available on the Internet websites of the MEDEF and AFEP.

The AFEP-MEDEF Code was revised in June 2013 to introduce new changes regarding, in particular, a consultation procedure in which shareholders can express an opinion on the individual compensation of the executive directors (dirigeants mandataires sociaux) (say on pay), as well as the establishment of a High Committee for corporate governance, an independent structure in charge of monitoring implementation of the Code.

Pursuant to Article L. 225-37 of the French Commercial Code, the following table sets forth the recommendations made in the AFEP-MEDEF Code that the Company has not followed and the reasons for such decision.

 

Recommendations not followed  Explanations — Practice followed by TOTAL

Director independence criteria (paragraph 9 of the Code)

Criteria to be examined for a director to be considered as independent:

• Has not been a director of the Company for more than twelve years.

In assessing the independence of four directors, the Board has disregarded the criterion of a maximum term of office of twelve years. The Board was of the opinion that this criterion had no relevance given, on the one hand, the specific characteristics of the oil and gas sector, which relies on long-term investment cycles on one hand, and, on the other hand, the objectivity that these four directors have demonstrated in the Board’s activity on the other hand. In addition, it deemed that the experience acquired on the Board by these four directors strengthened their freedom of speech and their independence of judgment and, therefore, 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).See “— Directors and Senior Management — Director independence”, above.

The Board’sDirectors’ assessment (paragraph 10.4 of the Code)

 

It is recommended that non-executive directors meet periodically without the participation of the executive or “in house” directors. The rules of procedure of the Board of Directors should provide for one meeting of this kind per year, during which the performance of the Chairman, the Chief Executive Officer and the Deputy Chief Executive Officer(s) would be evaluated, and which would be an opportunity to reflect periodically on the future of the Company’s management.

  

Although the rules of procedure of the Board of Directors do not expressly provide that one meeting of the non-executive directors be held per year without the participation of the executive or “in house” directors, the Board of Directors’ practice constitutes a mechanism whichthat has the same effect as the recommendation made in the AFEP-MEDEF Code.

At In fact, at its meeting held each year in February, the Board of Directors indeed evaluates the performances of the Chairman and Chief Executive Officer and, where applicable, reflects on the future of the Company’s management. When these particular matters are reviewed, the Chairman and Chief Executive Officer (who is not a director) as well as the members of the Executive Committee present at the meeting (that(who are not executive and non-executive directors), leave the Board meeting. The Honorary Chairman then serves as Chairman of the Board with regard to these matters.

 

Grant of performance shares (paragraph 23.2.4Compensation Committee (point 18.1 of the Code)

 

In accordanceThis committee must be chaired by an independent director.

The Chairman of the Compensation Committee is Mr. Pébereau.

Mr. Pébereau has exercised his duties as director at TOTAL for more than twelve years and has not requested the renewal of his directorship at the Shareholders’ Meeting of May 29, 2015.

After the Shareholders’ Meeting of May 29, 2015, the Compensation Committee will consist of Ms. Coisne-Roquette and Messrs. Brock and Artus, all three being independent directors.

Compensation Committee (point 18.1 of the Code)

It is recommended that one member of the Committee should be an employee director.

The Board of Directors considers it to be desirable that new directors should, after a sufficient period, sit on a committee in order to familiarize themselves with terms determined bythe functioning of the Board and announced upon the award, the performance shares awarded to executive directors are conditional upon the acquisition of a defined quantity of shares once the awarded shares are available.

Given the share holding requirementsso that the Board of Directors impose on the executive directors whereby such directors must holdis able to form a number of shares of the Company equivalent in value to two years of the fixed portionpreliminary appraisal of their annual compensation, and given the 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(1), the Board of Directors, upon the Compensation Committee’s proposal, deemed that it was not necessary, at the time of grant, to make the performance shares awardedpotential contribution 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. The share holding requirements to which the Chairman and Chief Executive Officer is subject constitute a mechanism that has the same effect as the recommendation made in the AFEP-MEDEF Code.various committees.

 

(1)

As of December 31, 2013, Mr. de Margerie held 121,556 shares of TOTAL, including 16,000 performance shares that had been definitively granted to him on September 15, 2013 within the scope of the performance share plan dated September 14, 2011, as well as 65,242 shares of the “Total Actionnariat France” collective investment fund.

118TOTAL S.A. Form 20-F 2013


Item 6 - Corporate Governance

Recommendations not followedExplanations — Practice followed by TOTAL

AdditionalSupplementary pension schemes (paragraphplan (point 23.2.6 of the Code)

 

Supplementary pension schemes with defined benefits must be subject to the condition that the beneficiary must be a director or employee of the companyCompany when claiming his or her pension rights pursuant to the 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.

 

Board of Directors practices

2.

Management form

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 Governance & Ethics Committee (formerly 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.

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 corporate bodies (Shareholders’ Meeting, Board of Directors, general management).

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 bylaws and the respective rules of procedure of the Board of Directors and its Committees provide the guarantees required to implement best governance practices within a unified management framework. In particular, the bylaws 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.

In addition, the current composition of the Board of Directors and its Committees ensures a balance of power within the Company’s bodies given the high proportion of independent directors serving on the Board and Committees, the full involvement of the directors in the activity of the Board and its Committees, and the diversity of their profiles, skills and expertise.

Performance and evaluation

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 Governance & Ethics Committee (then 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.

At its meeting on February 11, 2014, the Board of Directors discussed its practices on the basis of a formal evaluation carried out by means of a detailed questionnaire to which all the Directors responded. The responses given by the Directors were then presented to the Governance & Ethics Committee for review and summarized. This summary was then discussed by the Board of Directors. This process made it possible to confirm each Director’s good contribution to the work of the Board and its Committees.

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 2013 had been generally made. To continue the improvement of its functioning, the Board took into account the main suggestions made by the Directors in the 2014 self-assesment, which mainly concerned a review at the outset of the meeting of the major points (e.g., financial statements, large-scale investments and divestments projects) and a presentation of new topics at the meetings of the Strategic Committee (e.g., monitoring of significant development projects, analysis of major risks that may affect the strategy of the Group).

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 existing Directors’ Charter.

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 the Chief Executive Officer. They are reviewed on a regular basis to match the changes in rules and practices related to governance. Thus, in 2014, changes were made to include, in particular, new provisions relating to information of the Board of Directors in the event of new directorships being assumed by the directors or modifications being made to existing directorships, together with a reminder of the obligations of confidentiality inherent to the work of the Board.

The unabridged version of these rules of procedure is available herein in its latest version dated October 30, 2012:28, 2014.

 

2013128TOTAL S.A. Form 20-F TOTAL S.A.1192014


Item 6 - C. Board Practices and Corporate Governance

 

The Board of Directors of TOTAL S.A.(1)approved the rules of procedure.

 

I.1.Mission of the Board of Directors:The mission of the Board of Directors is to determine the strategic direction of the Company 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:ROLE OF THE BOARD OF DIRECTORS

The Board of Directors is a collegial body that determines the strategic direction of the Company and supervises 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 Company’s operation and make 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:

 

o 

appointing the executive directors(2)and supervising the handling of their responsibilities;

o

defining the Company’s strategic orientation and, more generally, that of the Group;

o

approving investments or divestments under study by the Group that concern amounts greater than 3% of shareholders’ equity;

o

reviewing information on significant events related to the Company’s affairs, in particular for investments or divestments that are greater than 1% of shareholders’ equity;

o

conducting audits and investigations as it may deem appropriate. The Board, with the assistance of the Audit Committee where appropriate, ensures that:

defining the proper definitionCompany’s strategic orientation and, more generally, that of authority within the Company and the proper exercise of duties and responsibilitiesGroup;

approving investments or divestments being considered by the Group that exceed 3% of shareholders’ equity;

reviewing information on significant events related to the Company’s operations, in particular for investments and divestments involving amounts exceeding 1% of shareholders’ equity;

conducting any audits and investigations it deems appropriate. In particular, the Board, with the assistance of the Audit Committee, ensures that:

authority has been properly defined and that the various corporate bodies of the Company are in place;make proper use of their powers and responsibilities;

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 conductperform their audits under appropriate circumstances;mission satisfactorily; and

the committees it has created duly perform their responsibilities;

o

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;

o

convening and setting the agenda for Shareholders’ Meetings or meetings of bond holders;

o

preparing, for each year, a list of the directors it deems to be independent under generally recognized corporate governance criteria.

ensuring the quality of the information provided to shareholders and financial markets through the financial statements that it approves and as well as the annual reports, or when major transactions are conducted;

convening and setting the agenda for Shareholders’ Meetings or meetings of bond holders; and

preparing on an annual basis the list of directors it deems to be independent according to generally accepted corporate governance criteria.

 

II.2.Obligations of the Directors ofOBLIGATIONS OF THE DIRECTORS OF TOTAL S.A.:Before accepting a directorship, every candidate receives a copy of TOTAL S.A.’s bylaws 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.

Before accepting a directorship, all candidates receive a copy of TOTAL S.A.’s bylaws and these rules of procedure. They must ensure that they have broad knowledge of the general and particular obligations related to their duty, especially the laws and regulations governing directorships in French limited liability companies (sociétés anonymes) whose shares are listed in one or several regulated markets. They must also ensure that they are familiar with the guidelines set out in the Code of Corporate Governance to which the Company refers.

Accepting a directorship involves upholdingcreates an obligation to comply with applicable regulations relating in particular to the Directors’functioning of the Board of Directors, and with the ethical rules of professional conduct for directors as described in the Code of Corporate Governance to which the Company refers. It also involves upholding thecreates an obligation to comply with these rules of procedure and to uphold the Group’s values as described in its Code of Conduct.

When directors participate in and vote at meetings of the Board meetings,of Directors, they are required to represent all of the Company’s shareholders and to act in the interest of the shareholders and the Company as a whole.

 

2.1.oINDEPENDENCE OF JUDGMENT

Independence of judgment: Directors undertake under any circumstance, to maintain, in all circumstances, 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 or, indirectly, by other directors, particular groups of shareholders, creditors, suppliers and, more generally, any third party.

o

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 executive directors. 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 of the Board 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.

 

2.2.o

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.

OTHER DIRECTORSHIPS OR FUNCTIONS

TheyDirectors must keep the Board of Directors informed of any position they hold on the management team, board of directors or supervisory board of any other company, whether French or foreign, listed or unlisted. This includes any positions as a non-voting member of a board. To this end, directors expressly undertake to promptly notify the Board of Directors of any potential conflictschanges to the positions held, for any reason, whether appointment, resignation, termination or non-renewal.

2.3.PARTICIPATION IN THE BOARD’S WORK

Directors undertake to devote the amount of interest withtime required to duly consider the information they are given and otherwise prepare for meetings of the Board of Directors and of the committees of the Board of Directors on which they sit. They may request from the executive directors any additional information they deem necessary or useful to their duties. If they consider it necessary, they may request training on the Company’s specificities, businesses and industry sector, and any other training that may be of use to the effective exercise of their duties as directors.

Unless unable, in which case the Chairman of the Board shall be provided advance notice, directors are to attend all meetings of the Board of Directors, meetings of committees of the Board of Directors on which they serve and Shareholders’ Meetings.

The Chairman of the Board ensures that directors receive all relevant information concerning the Company, or any other companyincluding that of a negative nature, particularly analyst reports, press releases and the Group. They refrain from participating in the vote relating to the corresponding resolution or even to the debate preceding the vote.most important media articles.

 

 

 

(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)(2) 

“Executive directors” meansThe term “executive director” refers to: the Chairman and Chief Executive Officer, if the Chairman of the Board of Directors is also responsible for the Chief Executive Officer of the Company, and otherwiseCompany’s overall management; the Chairman of the Board of Directors and the Chief Executive Officer, as well as,if the two roles are carried out separately; and, where applicable, any Deputy Chief Executive Officer, basedOfficers or Chief Operating Officers, depending on the organizationorganizational structure adopted by the Board of Directors.

 

1202014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013129


Item 6 - C. Board Practices and Corporate Governance

2.4.CONFIDENTIALITY

Directors and any other person who attends all or part of any meeting of the Board of Directors or its committees are under the strict obligation not to disclose any details of the proceedings.

All documents reviewed at meetings of the Board of Directors, as well as information conveyed prior to or during the meetings, are strictly confidential.

With respect to all non-public information acquired during the exercise of their functions, directors are bound by professional secrecy not to divulge such information to employees of the Group or to outside parties. This obligation goes beyond the mere duty of discretion provided for by law.

Directors must not use confidential information obtained prior to or during meetings for their own personal benefit or for the benefit of anyone else, for whatever reason. They must take all necessary steps to ensure that the information remains confidential. Confidentiality and privacy are lifted when such information is made publicly available by the Company.

 

2.5.DUTY OF LOYALTY

Directors must not take advantage of their office or duties to gain, for themselves or a third party, any monetary or non-monetary benefit.

They must notify the Board of Directors of any existing or potential conflict of interest with the Company or any Group company, and they must refrain from participating in the vote relating to the corresponding resolution as well as in any discussion preceding such vote.

Directors must inform the Board of Directors of their entering into aparticipation in any transaction that directly involves directly the Company, or any otherGroup company, of the Group before such transaction is closed.finalized.

Directors cannot take any responsibility in amust not assume personal capacityresponsibilities in companies or businesses that are competinghaving activities in competition with those of the Company or any otherGroup company without first having informed the Board of the Group without previously informing the Board.Directors.

Directors are committedundertake not to seek or accept directly or indirectly from the Company, or from companies directly or indirectly connected to the Company, any other company of the Group benefits that mayadvantages liable to be considered as compromisingbeing of a nature that may compromise their independence.

 

2.6.o

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.

DUTY OF EXPRESSION

Directors undertake to clearly express their opposition if they deem a decision being considered by the Board of Directors is contrary to the Company’s corporate interest and they must endeavor to convince the Board of Directors of the pertinence of their position.

 

2.7.o

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 bylaws.

TRANSACTIONS IN THE COMPANY’S SECURITIES AND STOCK EXCHANGE RULES

In general,While in office, directors are required to hold the minimum number of registered shares of the Company as set by the bylaws.

Generally speaking, 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 andor affiliates whichthat are listed or that issue listed financial instruments.

To this purpose,that end, directors act in compliancemust comply with the following procedures:requirements:

 

1.Any shares or ADRs of TOTAL S.A. or its listed subsidiaries are to be held in registered form, either with the Company or its agent, or as administered registered shares with a French broker (or North American broker for ADRs), whose contact details are communicated by the director to the Secretary of the Board of Directors.
2.Directors shall refrain from directly or indirectly engaging in (or recommending engagement in) transactions involving the financial instruments (shares, ADRs or any other securities related to such financial instruments) of the Company or its listed subsidiaries, or any listed financial instruments for which the director has insider information.

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.

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.

InsideInsider information is specific information whichthat has not yet been made public and whichthat 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.

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:

3.Any transaction in the Company’s financial instruments (shares, ADRs or related financial instruments) is strictly prohibited during the thirty calendar days preceding the publication by the Company of its periodic results (quarterly, half-year or annual) as well as on the day of any such announcement.
4.Moreover, directors shall 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:
 

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; and

 

during the period betweenfrom the date on which the Company’s corporate bodies have knowledgebecome aware of information which,that, if it were made public, could have a significant impact on the Company’s share price, ofuntil ten trading days after such information is made public.

5.Directors are prohibited from carrying out transactions on any financial instruments related to the Company’s share (Paris option market (MONEP), warrants exchangeable bonds, etc.) and from buying on margin or short selling such financial instruments.
6.Directors are also prohibited from hedging the shares of the Company and ten trading days following the date on which such information is made public.

Directors are prohibited from carrying out any transaction on financial instruments related to the Company’s share (Paris option market (MONEP), warrants, exchangeable bonds, etc.) and from buying on margin or short selling such financial instruments.

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 shares that they hold;

and, where applicable,

Company share subscription or purchase options,options;

 

rights to theCompany shares of the company whichthat may be awarded free of charge,charge; and

 

Company shares of the Companyobtained 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.

 

III.Workings
130TOTAL S.A. Form 20-F 2014


Item 6 - C. Board Practices and Corporate Governance

7.Directors must make all necessary arrangements to declare, pursuant to the form and timeframe provided by applicable law, to the French securities regulator (Autorité des marchés financiers), as well as to the Secretary 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 ofany transaction involving the Board, the agenda is sent outCompany’s securities conducted by themselves or by any other person to directors and, whenever possible, it is sent together with the documents thatwhom they are necessary to consider.closely related.

3.FUNCTIONING OF THE BOARD OF DIRECTORS

3.1.BOARD MEETINGS

The Board of Directors can delegate their authoritymeets at least four times a year and whenever circumstances require.

Prior to each Board meeting, the directors receive the agenda and, whenever possible, all other materials necessary to consider for the session.

Directors may be represented by another director at the meetingsa meeting of the Board, within the limit ofprovided that no director holds more than one delegation per director per meeting. Each director may represent only one of his/her colleagues during the same Boardproxy at any single meeting.

Whenever authorized by the law, those directors attending the meeting of theare considered present for quorum and majority purposes who attend Board viameetings through video conference (in complianceconferencing or other audiovisual means that are compliant with the technical requirements set by applicable regulations) are considered present for the calculation of the quorum and majority.regulations.

3.2.DIRECTORS’ FEES

The Board of Directors allocates annual directors’ fees to, and may allocate additional directors’ fees to, directors who participate on specialized committees within the total amount establishedauthorized by the Annual Shareholders’ Meeting. Compensation includes a fixed portion and a variable portion that takes into account each directors’ actual participation in the work of the Board of Directors and its committees.

The executive directorsChief Executive Officer or, if the functions are combined, the Chairman and Chief Executive Officer does not awarded directors’receive any director’s fees for theirhis participation in the work onof the Board and Committees.its committees.

 

3.3.
2013 Form 20-F TOTAL S.A.SECRETARY OF THE BOARD OF DIRECTORS 121


Item 6 - Corporate Governance

The Board of Directors, based on the recommendation of its Chairman, appoints a Secretary. Every memberSecretary who assists the Chairman in organizing the Board’s activities, and particularly in preparing the annual work program and the schedule of Board meetings.

The Secretary drafts the minutes of Board meetings, which are then submitted to the Board for approval. The Secretary is authorized to dispatch Board meeting minutes and to certify copies and excerpts of the Board of Directors can refer to the Secretary and benefit from his assistance. minutes.

The Secretary is responsible for all procedures pertaining to the working proceduresfunctioning of the Board of Directors. TheThese procedures are reviewed periodically by the Board.

All Board shall review such procedures periodically.members may ask the Secretary for information or assistance.

3.4.EVALUATION OF THE FUNCTIONNING OF THE BOARD

The Board conducts,evaluates its functioning at regular intervals not to exceedexceeding three years, an assessment of its practices. Such assessmentyears. The evaluation is carried out possiblywith the assistance of an outside consultant and, where appropriate, under the supervision of an independent director with the contribution of an outside counsel. In addition, thedirector. The Board of Directors also conducts an annual discussionreview of its methods.practices.

 

 IV.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.ROLE AND AUTHORITY OF THE CHAIRMAN 

He is responsible for organizingThe Chairman represents the Board of Directors and, presiding over the Board’s activitiesexcept under exceptional circumstances, has sole authority to act and monitors corporate bodies to ensure that they are functioning effectively and respecting corporate governance principles. He coordinates the activityspeak on behalf of the Board of Directors.

The Chairman organizes and oversees the work of the Board of Directors and ensures that the Company’s corporate bodies operate effectively and in compliance with good governance principles. The Chairman coordinates the work of the Board of Directors and its committees. He setsThe Chairman establishes the agenda for theeach Board meeting, by including the issues proposeditems suggested by the Chief Executive Officer.

HeThe Chairman ensures that directors havereceive, in due coursea timely manner and in a clear and appropriate format, the information that is necessarythey need to effectively carry out their duties.

He is responsible,In liaison with the Group’s general management, the Chairman is responsible for maintaining relations between the Board of Directors and the Company’s shareholders. HeThe Chairman monitors the quality of the information disclosed by the Company.

In close cooperation with the Group’s general management, hethe Chairman may represent the GroupCompany in high-level discussions with government authorities and the Group’s importantmajor partners, on both at a national and international level.

HeThe Chairman is regularly informed by the Chief Executive Officer of significant events and situations that are important forrelating to the Group, relatingparticularly with regard to the strategy, organization, monthly financial reporting, major investment and divestment projects and majorkey financial operations. Hetransactions. The Chairman may request thatask the Chief Executive Officer or other senior executives of the Company, officers, provided that the Chief Executive Officer is informed, provideto supply any useful information forthat may help the Board or its committees to carry out their duties.

HeThe Chairman may meet with the statutory auditors in order to prepare the work of the Board of Directors and the Audit Committee.

HeEvery year, the Chairman presents every year in a report to the Annual Shareholders’ Meeting on the conditions surroundingdescribing the preparation and organization of the Board’sBoard of Directors’ work, the potentialany limits set by the Board of Directors concerning the powers of the Chief Executive Officer, and the internal control procedures implemented by the Company. ForTo this purpose, he receivesend, the Chairman obtains the necessary information from the Chief Executive Officer the relevant information.Officer.

 

 V.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.AUTHORITY OF THE CHIEF EXECUTIVE OFFICER 

The Chief Executive Officer is responsible for periodic reportingthe Company’s overall management and chairs the Group’s Executive Committee and Management Committee. The Chief Executive Officer is vested with the broadest powers to act on behalf of the Company in all circumstances, subject to the powers that are, by law, restricted to the Board of Directors and to the Annual Shareholders’ Meeting, as well as to the Company’s corporate governance rules and in particular these rules of procedure of the Board of Directors.

The Chief Executive Officer is responsible for presenting the Group’s results and outlookprospects to shareholders and the financial community.community on a regular basis.

2014 Form 20-F TOTAL S.A.131


Item 6 - C. Board Practices and Corporate Governance

At each meeting of the Board of Directors, the Chief Executive Officer reports the highlightspresents an overview of the Group’s activity.significant Group events.

 

 VI.6.Committees of the Board of Directors:The Board of Directors approved the creation of:BOARD COMMITTEES 

The Board of Directors approved the creation of:

 

 o 

an Audit Committee;

 
 o 

a Nominating & Governance and Ethics Committee;

 
 o 

a Compensation Committee; and

 
 o 

a Strategic Committee.

 

The missionsroles and composition of these committeeseach committee are definedset forth in their relevantrespective rules of procedure, which have been approved by the Board of Directors.

The Committees carry outcommittees perform their dutyduties under the authority and for and report tothe benefit of the Board of Directors.

Each committee reports on its activities to the Board of Directors.

3.Committees of the Board of Directors

The Committees of the Board of Directors are: the Audit Committee; the Compensation Committee; the Governance & Ethics Committee (formerly Nominating & Governance Committee); and the Strategic Committee. 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.Committee

 

3.1.

Audit Committee

The rules of procedure of the Audit Committee were modified in 2014 to permit the appointment of a director representing the employee shareholders or employees. The unabridged version of the rules of procedure of the Audit Committee, as approved by the Board of Directors on February 12, 2013,July 29, 2014, is available herein: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.

122TOTAL S.A. Form 20-F 2013


Item 6 - Corporate Governance

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:

 

 oI.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;

 o 

establishing the rules for the use of statutory auditors for non-audit services and verifying their implementation;

 o 

supervising the audit by the statutory auditors of the Company’s statutory financial statements and consolidated financial statements;Consolidated Financial Statements;

 o 

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;

 o 

supervising the implementation of internal control and risk management procedures and their effective application, with the assistance of the internal audit department;

 o 

supervising procedures for preparing financial information;

 o 

monitoring the implementation and activities of the disclosure committee, including reviewing the conclusions of this committee;

 o 

reviewing the annual work program of internal and external auditors;

 o 

receiving information periodically on completed audits and examining annual internal audit reports and other reports (statutory auditors, annual report, etc.);

 o 

reviewing the choice of appropriate accounting principles and methods used to prepare the company’sCompany’s consolidated and statutory financial statements and ensuring the continuity of the methods;

 o 

reviewing the Group’s policy for the use of derivative instruments;

 o 

reviewing, if requested by the Board of Directors, major transactions contemplated by the Group;

 o 

reviewing significant litigation annually;

 o 

implementing and monitoring compliance with the financial code of ethics;

 o 

proposing to the Board of Directors, for implementation, a procedure for complaints or concerns of employees, shareholders and others, related to accounting, internal accounting controlscontrol or auditing matters, and monitoring the implementation of this procedure;

 o 

where applicable, reviewing significant transactions of the Group during which a conflict of interest may have occurred; and

 o 

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.COMPOSITION

The Committee is made up of at least three directors designated by the Board of Directors from among the independent directors.

The director representing the employee shareholders or a director representing the employees may also be appointed as members of the Audit Committee by the Board of Directors.

132TOTAL S.A. Form 20-F 2014


Item 6 - C. Board Practices and Corporate Governance

Members of the Committee may not be executive directors (dirigeants mandataires sociaux) 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.

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 directors 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,Committee, or, if applicable, as members of another 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.ORGANIZATION OF ACTIVITIES

The Committee appoints its Chairman, who must be selected from the independent directors on the said Committee. The appointment or renewal of the appointment of the Committee Chairman is submitted to the Board of Directors following consultation with the Governance and Ethics Committee. The Committee appoints its 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 aeach year: each quarter to review the statutory financial statements of TOTAL S.A., the annual and quarterly consolidated financial statements,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’sCompany’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.observed.

2013 Form 20-F TOTAL S.A.123


Item 6 - Corporate Governance

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 Deputy Chief Executive Officer 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 committeeCommittee 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 engagecontract 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.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.

 

2014 Form 20-F TOTAL S.A. 

Members of the Audit Committee in 2013

133


Item 6 - C. Board Practices and Corporate Governance

Members of the Audit Committee in 2014

As of December 31, 2014, the Committee had four members.

The Committee is made upconsists of three members: Mmes.Mses. Barbizet and Coisne-Roquette and Mr.Messrs. Keller and Lamarche.

AllWith the exception of the director representing the employee shareholders (Mr. Keller), all members of the Committee are independent directors (see “— DirectorsC. Board Practices and Senior ManagementCorporate Governance 5. Director independence”, above) and have recognized experiencebelow). Their careers attest to their possession of acknowledged expertise in the financial and accounting fields as illustrated in their summary professional background (see“— “— A. Directors and Senior Management — 1.1. Composition of the Board of Directors”Directors as of December 31, 2014”, above).

The Committee is chaired by Ms. Barbizet.

At its meeting on July 28, 2011, the Board of Directors decided to appoint Ms. Barbizet to serve as the Audit Committee financial expert“financial expert” based on a recommendation by the Audit Committee.

 

3.2.

Compensation Committee

The unabridged version of the rules of procedure of the Compensation Committee, as approved by the Board of Directors on February 9, 2012, is available herein: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 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:

 

 o 

examining the executive compensation policies implemented by the Group and the compensation of members of the Executive Committee;

 
 o 

evaluating the performance and recommending the compensation of each executive director; and

 
 o 

preparing reports which the Company must present in these areas.

 

 

 I.Duties:The Committee’s duties include:DUTIES 

The Committee’s duties include:

 

 o1.

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;

 
 o2.

presenting recommendations and proposals to the Board of Directors concerning:

 

  

compensation, pension and life insurance plans, in-kind benefits and other compensation (including severance benefits) for the executive directors 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 restricted shares to the executive directors;

 
 o3.

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;

 

124TOTAL S.A. Form 20-F 2013


Item 6 - Corporate Governance

 o4.

preparing and presenting reports in accordance with these rules of procedure;

 
 o5.

examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders;

 
 o6.

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.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,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.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.

134TOTAL S.A. Form 20-F 2014


Item 6 - C. Board Practices and Corporate Governance

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 engagecontract 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.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 2013

The Compensation Committee isin 2014

As of December 31, 2014, the Compensation Committee was made up of five members:four members as a result of Mr. Desmarest’s withdrawal from this Committee at the time of his appointment as Chairman of the Board of Directors.

The Committee’s members are Ms. Coisne-Roquette and Messrs. Artus, Brock Desmarest, Mandil and Pébereau. The Committee is chaired by Mr. Pébereau.bereau chairs the Committee.

80%75% of the Committee members are independent directors, given that the Board of Directors considers Ms. Coisne-Roquette and Messrs. Artus Brock, Mandil and PébereauBrock to be independent (see “— DirectorsC. Board Practices and Senior ManagementCorporate Governance 5. Director independence”, above)below).

As Mr. Pébereau did not request the renewal of his directorship at the Shareholders’ Meeting of May 29, 2015, the Compensation Committee, following the Shareholders’ Meeting of May 29, 2015, will consist of Ms. Coisne-Roquette and Messrs. Brock et Artus, all three being independent directors.

 

3.3.

The Governance &and Ethics Committee

The unabridged version of the rules of procedure of the Governance &and Ethics Committee, (formerly Nominating & Governance Committee), as approved by the Board of Directors on March 27, 2013, is available herein: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 Governance &and Ethics 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:

 

 o 

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;

 
 o 

recommending to the Board of Directors the persons that are qualified to be appointed as executive directors;

 

2013 Form 20-F TOTAL S.A.125


Item 6 - Corporate Governance

 o 

preparing the Company’s corporate governance rules and supervising their implementation; and

 o 

ensuring compliance with ethics rules and examining any questions related to ethics and situations of conflicting interests.

I.Duties:The Committee’s duties include:

 

 oI.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;

 o2.

proposing annually to the Board of Directors the list of directors who may be considered as “independent directors”;

 o3.

examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders;

 o4.

assisting the Board of Directors in the selection and evaluation of the executive directors and examining the preparation of their possible successors, including cases of unforeseeable absence;

 o5.

recommending to the Board of Directors the persons that are qualified to be appointed as directors;

 o6.

recommending to the Board of Directors the persons that are qualified to be appointed as members of a Committee of the Board of Directors;

 o7.

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;

 o8.

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;

 o9.

developing and recommending to the Board of Directors the corporate governance principles applicable to the Company;

 o10.

preparing recommendations requested at any time by the Board of Directors or the general management of the Company regarding appointments or governance;

2014 Form 20-F TOTAL S.A.135


Item 6 - C. Board Practices and Corporate Governance

 o11.

examining the conformity of the Company’s governance practices with the recommendations of the Code of Corporate Governance adopted by the Company;

 o12.

supervising and monitoring implementation of the Company’s ethics and compliance program and, in this respect, ensuring that the necessary procedures for updating the Group’s Code of Conduct are put in place and that this code is disseminated and applied; and

 o13.

examining any questions related to ethics and situations of conflicting interests; and

 o14.

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.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 Governance &and Ethics Committee, other than the Company’s executive directors, 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,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.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 executive directors, 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.

The Chairman of the Group Ethics Committee, who reports to the Chief Executive Officer, may appear before the Governance &and Ethics Committee at any time. He reports to this Committee each year on his activities and on the results of the ethics program implemented by the Company.

If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to engagecontract 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 make proposals to 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.REPORT

126 TOTAL S.A. Form 20-F 2013


Item 6 - Corporate Governance

Members of the Governance & Ethics Committee in 2013

The Committee reports on its activities to the Board of Directors.

Members of the Governance &and Ethics Committee has five members:in 2014

As of December 31, 2014, the Governance and Ethics Committee had six members.

The Committee’s members are Mses. Kux and Idrac and Messrs. Artus, Brock, Collomb Desmarest and Mandil.Desmarest. The Committee is chaired by Mr. Desmarest.

80%Two-thirds of the Committee members are independent directors, given that the Board of Directors considers Mses. Kux and Idrac and Messrs. Artus Brock, Collomb and MandilBrock to be independent (see “— DirectorsC. Board Practices and Senior ManagementCorporate Governance 5. Director independence”, above)below).

As Mr. Collomb did not request the renewal of his directorship at the Shareholders’ Meeting of May 29, 2015, the Governance and Ethics Committee will have five members following the Shareholders’ Meeting of May 29, 2015.

 

3.4.

Strategic Committee

The unabridged version of the rules of procedure of the Strategic Committee, as approved by the Board of Directors on April 25, 2013, is available herein:herein.

 

136 

Rules of procedure (unabridged version)

TOTAL S.A. Form 20-F 2014


Item 6 - C. Board Practices and Corporate Governance

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:DUTIES 

To allow the Board of Directors of TOTAL S.A. to ensure the Group’s development, the Committee’s duties include:

 o 

examining the Group’s overall strategy of the Group proposed by the Company’s general management;Chief Executive Officer;

 
 o 

examining operations that are of particular strategic importance; and

 
 o 

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.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: (i) directors’ fees paid for their services as directors or as members of the committee,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 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.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.

The Chairman of the Committee may invite other directors to participate in the Committee meetings based on the meeting agenda.

The Committee may meet with the Chief Executive Officer, and, if applicable, any Deputy Chief Executive Officer 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 he 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 engagecontract 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.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.

Members of the Strategic Committee in 2013

The Strategic Committee is made upin 2014

As of eight members: Mmes.December 31, 2014, the Strategic Committee had six members.

The Committee’s members are Mses. Barbizet, Kux and Lauvergeon and Messrs. Margerie,Desmarest, Brock Desmarest, Lamarche and Mandil.Lamarche.

The Committee is chaired by Mr. de Margerie chairs the Committee.Desmarest.

Three-fourthsTwo-thirds of the Committee members are independent directors, given that the Board of Directors considers Mmes.Mses. Barbizet Kux and LauvergeonKux and Messrs. Brock Lamarche and MandilLamarche to be independent (see “— DirectorsC. Board Practices and Senior ManagementCorporate Governance 5. Director independence”, above)below).

Ms. Lauvergeon did not request the renewal of her directorship at the Shareholders’ Meeting of May 29, 2015, and will then leave the Strategic Committee following the Shareholders’ Meeting.

At its meeting of February 11, 2015, and further to a proposal by the Governance and Ethics Committee, the Board of Directors decided that Mr. Pouyanné, Chief Executive Officer, shall become a member of the Strategic Committee, subject to the approval of his appointment as a director by the Shareholders’ Meeting of May 29, 2015.

4.Board of Directors practices

4.1.Management form

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 had been made further to the work done by the Governance and Ethics Committee (then 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 ensured balanced authority. The Board of Directors had deemed that the unified management form was the most appropriate to the Group’s organization, modus operandi and business, and the

 

20132014 Form 20-F TOTAL S.A. 127137


Item 6 - C. Board Practices and Corporate Governance

specificities of the oil and gas sector. It respected the respective prerogatives of the various Company corporate bodies (Shareholders’ Meeting, Board of Directors and General Management). The reunification was confirmed during the Board of Directors’ meeting held on May 11, 2012, at which Mr. de Margerie was reappointed as Chairman and Chief Executive Officer.

Following the death of the Chairman and Chief Executive Officer, and acting on a proposal from the Governance and Ethics Committee, the Board of Directors decided to separate the positions of Chairman and Chief Executive Officer in order to ensure continuity as best as possible in the General Management’s transition process.

During its meeting on October 22, 2014, the Board of Directors therefore appointed Mr. Pouyanné, as Chief Executive Officer for a term expiring at the end of the Shareholders’ Meeting called in 2017 to approve the financial statements for the fiscal year 2016. The Board has furthermore appointed Mr. Desmarest Chairman of the Board of Directors for a period due to expire on December 18, 2015, in light of the age limits set out in the bylaws. As of such date, the functions of Chairman and Chief Executive Office of TOTAL will be combined.

4.2.Performance and evaluation

At its meeting on February 11, 2015, the Board of Directors discussed its practices on the basis of a formal evaluation carried out

by means of a detailed questionnaire to which all the Directors responded. The responses given by the Directors were then presented to the Governance and Ethics Committee to be reviewed and summarized. This summary was then discussed by the Board of Directors. This process made it possible to confirm the quality of each director’s contribution to the work of the Board and its Committees.

The formal evaluation showed a generally positive opinion of the practices of the Board of Directors and the Committees, which was highlighted in particular during the decision-making process that had ensured the continuity of the Group’s governance following the death of the Chairman and Chief Executive Officer.

Furthermore, it was noted that the improvements requested by the directors over the last few years had been made on the whole. During the Board of Directors’ meetings, some of which were held at certain of the Group’s sites, special attention was paid at the start of each meeting to the review of the main points to be examined by the Board (financial statements, large-scale investment and divestment projects, etc.). It was also noted that more time was allotted to the main strategic topics and important issues during the Board and Committee meetings.

To further improve its performance, the Board took into account the main suggestions made by the directors in the 2015 self-assessment, which notably concerned the strengthening of improvements made to the time allotted to the most important issues and substantive debates.

5.Director independence

At its meeting on February 11, 2015, the Board of Directors, on the recommendation of the Governance and Ethics Committee, reviewed the independence of the Company’s directors as of December 31, 2014. At the Committee’s proposal, the Board considered that, pursuant to the AFEP-MEDEF Code, a director is independent when “he or she has no relationship of any kind with the Company, its Group or its Management, that may compromise the exercise of his or her freedom of judgment”.

For each director, this assessment relies on the independence criteria set forth in the AFEP-MEDEF Code, revised in June 2013, as outlined below, as well as on the analysis of the High Committee for Corporate Governance (HCGE) set out in the AFEP-MEDEF Code Application Guide, revised in December 2014:

not be an employee or executive director of the Company, or an employee or director of its parent company or of a company consolidated by its parent company, and not having been in such a position for the previous five years;

not be an executive director of a company in which the Company holds, directly or indirectly, a directorship or in which an employee designated as such or an executive director of the Company (currently in office or having held such office for less than five years) is a director;

not to be a significant customer, supplier, investment banker or commercial banker of the Company or Group, and for which the Company or the Group represents a material part of their business (the assessment of the materiality or non-materiality of the relationship must be discussed by the Board and the criteria on which this assessment was based must be explained in the Registration Document);

not to be related by close family ties to a corporate executive director;

not to have been a statutory auditor of the Company within the previous five years; and

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.

At its meeting on February 11, 2015, pursuant to the report of the Governance and Ethics Committee, the Board of Directors observed that Mr. Desmarest, Director since May 30, 1995 and Chairman of the Board of Directors since October 22, 2014, was an executive director within the meaning of the Code and therefore could not be considered as independent.

With regard to the criterion of twelve years of service, the Board, at its meeting on February 11, 2015, pursuant to the report of the Governance and Ethics Committee, took note of the HCGE’s analysis. It observed that as of December 31, 2014, the twelve years of service of four directors (Ms. Lauvergeon, Messrs. Collomb, Desmarais, jr and Pébereau) no longer allowed them to be considered as independent within the meaning of the AFEP-MEDEF Code in view of the positions expressed by the HCGE, notwithstanding the specific characteristics of the oil and gas sector, which relies on long-term investment cycles on one hand, and, on the other hand, the objectivity that these directors have demonstrated in the Board’s activity.

Concerning “significant” 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 director, 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 significant portion of the overall activity of such bank nor a material portion of the Group’s external financing.

(1)

2014 net banking income estimated based on BNP Paribas accounts as of September 30, 2014.

138TOTAL S.A. Form 20-F 2014


Item 6 - C. Board Practices and Corporate Governance

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% of Vallourec’s turnover(1) and less than 0.5% of the Group’s purchasing in 2014, represents neither a material portion of the supplier’s overall activity nor a significant portion of the Group’s purchasing. The Board concluded that Ms. Idrac could be deemed as being independent.

Furthermore, the Board deemed that the level of activity between Group companies and Stena AB, of which Mr. Brock is a director,

which is less than 0.5% of Stena AB turnover(2) and less than 0.05% of the Group’s purchasing in 2014, represents neither a material portion of the supplier’s overall activity nor a significant portion of the Group’s purchasing. The Board concluded that Mr. Brock could be deemed as being independent.

Accordingly, Mses. Barbizet, Coisne-Roquette, Idrac and Kux, and Messrs. Artus, Brock, and Lamarche were deemed to be independent directors.

The percentage of independent directors in the Board in its composition as of December 31, 2014 stood at 58.3%(3).

6.Additional information on the members of the Board of Directors

6.1.Absence of conflicts of interest

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, and there is no service agreement binding a director of TOTAL S.A. to one of its subsidiaries and providing for special benefits under the terms of such agreement.

6.2.Absence of a conviction

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)

Based on the 2013 consolidated turnover published by Vallourec.

(2)

Based on the 2013 consolidated turnover published by Stena AB.

(3)

Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations made in the AFEP-MEDEF Code (point 9.2).

2014 Form 20-F TOTAL S.A.139


Item 6 - D. Employees and Share Ownership

 

 

D. EMPLOYEES AND SHARE OWNERSHIP

 

Employees

1.Group employees

1.1.Group employees as of December 31, 2014

As of December 31, 2013,2014, the Group had 98,799100,307 employees belonging to 355350 employing companies and subsidiaries located in 101104 countries. TableThe tables below shows, at year-ends 2011, 2012 and 2013,show the breakdown of employees by the following categories: gender, nationality, business segment, region, and age bracket:bracket.

 

Group employees as of December 31,  2013   2012   2011   2014   2013   2012 

Total number of employees

   98,799     97,126     96,104     100,307     98,799     97,126  

Women

   30.8%     30.0%     29.7%     31.1%     30.8%     30.0%  

Men

   69.2%     70.0%     70.3%     68.9%     69.2%     70.0%  

French

   33.4%     35.6%     36.1%     32.2%     33.4%     35.6%  

Other nationalities

   66.6%     64.4%     63.9%     67.8%     66.6%     64.4%  

Breakdown by business segment

               

Upstream

            

Exploration & Production

   17.1%     16.9%     16.7%     17.2%     17.1%     16.9%  

Gas & Power

   1.1%     1.7%     1.7%     1.1%     1.1%     1.7%  

Refining & Chemicals

            

Refining & Chemicals

   51.5%     52.5%     51.9%     50.9%     51.5%     52.5%  

Trading & Shipping

   0.6%     0.6%     0.5%     0.6%     0.6%     0.6%  

Marketing & Services

            

Marketing & Services

   21.5%     21.6%     21.6%     21.2%     21.5%     21.6%  

New Energies

   6.7%     5.2%     6.2%     7.4%     6.7%     5.2%  

Corporate

   1.5%     1.5%     1.5%     1.6%     1.5%     1.5%  

Breakdown by region

        

Mainland France

   33.6%     36.0%     36.5%  

French overseas departments and territories

   0.4%     0.4%     0.4%  

Rest of Europe

   23.4%     23.5%     23.4%  

Africa

   10.0%     9.6%     9.6%  

North America

   6.6%     6.4%     6.8%  

South America

   9.6%     8.9%     7.5%  

Asia

   14.6%     13.2%     14.1%  

Middle East

   1.3%     1.3%     1.1%  

Oceania

   0.5%     0.5%     0.6%  

Breakdown by age bracket

         

< 25

   6.5%     5.7%     5.9%  

25 to 34

   29.1%     29.2%     30.0%  

35 to 44

   28.8%     28.5%     28.1%  

45 to 54

   23.1%     23.7%     24.0%  

> 55

   12.5%     12.9%     12.0%  

Group employees as of December 31,  2014   2013   2012 

Breakdown by region

      

Mainland France

   32.5%     33.6%     36.0%  

French overseas departments and territories

   0.3%     0.4%     0.4%  

Rest of Europe

   23.9%     23.4%     23.5%  

Africa

   10.2%     10.0%     9.6%  

North America

   6.6%     6.6%     6.4%  

Latin America

   9.7%     9.6%     8.9%  

Asia

   15%     14.6%     13.2%  

Middle East

   1.3%     1.3%     1.3%  

Oceania

   0.5%     0.5%     0.5%  

Breakdown by age bracket

      

< 25 years

   6.3%     6.5%     5.7%  

25 to 34 years

   29%     29.1%     29.2%  

35 to 44 years

   29.1%     28.8%     28.5%  

45 to 54 years

   22.7%     23.1%     23.7%  

> 55 years

   12.9%     12.5%     12.9%  

Between 20122013 and 2013,2014, the workforce increased by 1.7%1.5%. At year-end 2013,2014, the country with the most employees after France was the United States, fllowedfollowed by Mexico, China Mexico and Germany.

The breakdown by gender and nationality of managers or equivalent positions (³ 300 Hay points)points(1)) is as follows:

 

Breakdown of managers

or equivalent as of December 31,

  2013   2012   2011 

Total number of managers

   28,527     27,639     26,836  

Women

   23.9%     23.5%     23.1%  

Men

   76.1%     76.5%     76.9%  

French

   39.1%     40.7%     41.1%  

Other nationalities

   60.9%     59.3%     58.9%  

In 2013, the Worldwide Human Resources Survey covered 88,653 employees belonging to 149 subsidiaries:

Breakdown of managers

or equivalent as of December 31,

  2014   2013   2012 

Total number of managers

   29,271     28,527     27,639  

Women

   24.5%     23.9%     23.5%  

Men

   75.5%     76.1%     76.5%  

French

   38.8%     39.1%     40.7%  

Other nationalities

   61.2%     60.9%     59.3%  

 

Group included in WHRS  2013   2012   2011 

Employees surveyed

   88,653     80,003     73,654  

% of Group employees

   90%     82%     77%  

(1)

The Hay method is a unique reference framework used to classify and assess jobs.

 

128140 TOTAL S.A. Form 20-F 20132014


Item 6 - D. Employees and Share Ownership

The table below shows the breakdown by business segment of the Group employees present (as defined in “Item 4 – 7.5.3.2. Terminology used in social reporting”, above).

 

Breakdown by business segment of the Group employees present as of December 31,2014

Upstream

Exploration & Production

16,157

Gas & Power

1,111

Refining & Chemicals

Refining & Chemicals

49,967

Trading & Shipping

567

Marketing & Services

Marketing & Services

20,682

New Energies

7,425

Corporate

1,551

The breakdown ofIn 2014, the WHRS covered 90,949 employees joining and leaving TOTAL is as follows:belonging to 147 subsidiaries.

 

As of December 31,  2013   2012   2011 

Total number hired on open-ended contracts

   10,649     9,787     9,295  

Women

   35.9%     31.0%     29.4%  

Men

   64.1%     69.0%     70.6%  

French

   10%     11.8%     12.8%  

Other nationalities

   90%     88.2%     87.2%  
Group employees included in WHRS  2014   2013   2012 

Employees surveyed

   90,949     88,653     80,003  

% of Group employees

   91%     90%     82%  

1.2.Employees joining and leaving TOTAL

As of December 31,  2014   2013   2012 

Total number hired on open-ended contracts

   10,771(a)    10,649     9,787  

Women

   33.2%     35.9%     31.0%  

Men

   66.8%     64.1%     69.0%  

French

   9.5%     10.0%     11.8%  

Other nationalities

   90.5%     90.0%     88.2%  

(a)

Recruitments in China, which represent 13% of 2014 recruitments, are long-term contracts as defined by local law.

The number of employees hired under open-ended contracts in 20132014 in the consolidated companies increased by 8.8%1.1% compared with 2012.2013. The regions in which the largest number of employees under open-ended contracts were hired were Latin America (30.5%Asia (27%), followed by Asia (26.7%Latin America (26.8%) and Europe (25.1%(26%), and the business segment that hired most was Refining & Chemicals (49.1%(55.9%).

TheIn 2014, the consolidated Group companies also hired 4,3263,675 employees on fixed-term contracts. OverClose to 600,000 job applications were received by the subsidiariescompanies covered by the WHRS.

 

As of December 31,  2013   2012   2011 

Departures excluding retirement/transfers/early retirement/ voluntary departures and expiry of short-term contracts

   6,779     8,324     6,892  

Death

   106     155     119  

Resignations

   4,040     4,946     4,332  

Redundancies/negotiated departures(a)

   2,495     3,006     2,199  

Negotiated departures (France)

   138     217     242  

Total departures/total employees

   6.9%     8.6%     7.2%  

(a)

The increase between 2011 and 2012 is principally due to the reduction of employees at SunPower (essentially in the Philippines).

As of December 31,  2014   2013   2012 

Departures excluding retirement/transfers/early retirement/voluntary departures and expiry ofshort-term contracts

   7,195     6,779     8,324  

Deaths

   108     106     155  

Resignations

   4,545     4,040     4,946  

Redundancies/negotiated departures

   2,413     2,495     3,006  

Negotiated departures (Ruptures conventionnelles, France)

   129     138     217  

Total departures/total employees

   7.2%     6.9%     8.6%  

TOTAL believes that the relationship between its management and labor unions is, in general, satisfactory.

 

2.Share ownership

Arrangements for involving employees in the Company’s share capital

2.1.Employee profit-sharing agreements

 

2.1.1.

Employee incentive and profit-sharing agreements

On June 29, 2012, a newthe latest profit-sharing and incentive and profit-sharing agreement wasagreements were signed for fiscal years 2012, 2013 and 2014, concerning TOTAL S.A., Elf Exploration Production, Total Exploration Production France, CDF Énergie, Total Raffinage Marketing (newly named Total Marketing Services),Services, Total Additifs et Carburants Spéciaux, Total Lubrifiants, Total Fluides, Totalgaz, Total Raffinage-Chimie, Total Petrochemicals France, Total Raffinage France and Total Raffinage France.Global Services. Under the terms of this agreement,these agreements, the amount available for employee profit-sharingincentive is determined based on the return on the Group‘s equity (ROE) performance, of the Group, as well as on the trend of the Total Recordable Injury Rate (TRIR) in view of the objectives and thresholds set out for each business unit.

The amount of the special incentive and profit-sharing reserve to be distributed by all of the companies that signed the Group

agreements for fiscal year 2013 would2014 is estimated to total approximately135113 million.

 

2.1.2.

Company savings plans

Pursuant to agreements signed on March 15, 2002 and their amendments, 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 adheredsubscribed to these plans. These plans allow investments in a number of mutual funds including onethe “TOTAL ACTIONNARIAT FRANCE” fund that is invested in Company shares (“TOTAL ACTIONNARIAT FRANCE”).shares. 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.this plan.

Company savings plans give employees of the Group’s French companies that adheresubscribe to these plans the ability to make discretionary contributions (which the Group’s companies of the Group may, under certain conditions, supplement) to the plans invested in the shares of themutual funds chosen by

2014 Form 20-F TOTAL S.A.141


Item 6 - D. Employees and Share Ownership

Company.the employee. The Group’s companies of the Group made gross additional contributions (abondement)(abondement) to various savings plans that totaled73.971.7 million in 2013.2014.

 

2.1.3.

Capital increase reserved for Group employees

By the seventeenthThe Combined General Meeting of May 16, 2014, in its fourteenth 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 Companycarry out in one or more transactions andoccasions within a maximum period of twenty-six months, from the date of the meeting, reserving subscriptionsa capital increase reserved for such issuanceemployees having subscribed to the Group Employees participatingan employee savings Plan.

The Combined General Meeting, in a company savings plan.

At the same Shareholders’ Meeting, the shareholdersits eighteenth resolution, also delegated to the Board of Directors the powers necessary to increase the share capital of the Companyaccomplish in one or more transactions andoccasions within a maximum period of eighteen months, froma capital increase with the dateobjective of the meeting, in view of giving theproviding employees of foreign subsidiaries similar advantages aswith their registered office located outside France with benefits comparable to those granted to the employees covered byincluded in the seventeenth resolution.fourteenth resolution of the Combined General Meeting.

Pursuant to these delegations,the fourteenth delegation of this Meeting, the Board of Directors, atduring its July 29, 2014, meeting, on September 18, 2012 decided to proceed with a capital increase reserved for employees of the Group, includingthat included a standard subscription offerclassic offering and a leveraged offer atleverage offering depending on the discretion of the employees,employees’ choice, within the limit of 18 million shares with dividend rights as of January 1, 2012.2014. The Chief Executive Office was also delegated all powers necessary in order to designate the dates of the beginning and end of the subscription period as well as the subscription price of the shares. This capital increase, initiated in 2014, is due to end before the Shareholders’ Meeting of 2015.

The prior capital increase reserved for the Group’s employees was decided by the Board of Directors on September 18, 2012, under the terms of the authorization of the Combined General Meeting of May 11, 2012, and resulted in the subscription of 10,802,215 shares each with a par value of2.50 at thea unit price of30.70, the30.70. The issuance of whichthe shares was recognizedacknowledged on April 25, 2013.

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 of2.50 at the unit price of34.80, the issuance of which had been recognized on April 28, 2011.

2013 Form 20-F TOTAL S.A.129


Item 6 - Employees and Share Ownership

The capital increase reserved for employees approved by the Board of Directors at its meeting of September 18, 2012, was conducted under the PEG-A: (i) for employees of the Group’s French subsidiaries, through the “TOTAL ACTIONNARIAT FRANCE” fund in the case of standard subscription and through the “TOTAL FRANCE CAPITAL+” fund in the case of subscription to the leveraged offer; and (ii) for employees of foreign subsidiaries, through the “TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION” fund in the case of standard subscription and through the “TOTAL INTERNATIONAL CAPITAL” fund in the case of subscription to the leveraged offer. In addition, U.S. employees participated in this operation by directly subscribing to American Depositary Shares (ADS), and Italian and German employees by directly subscribing to new shares at the Group Caisse Autonome (in Belgium). In addition, employees in certain other countries benefited from the leveraged subscription offer by means of a dedicated vehicle.

The previous capital increases reserved for employees were conducted under the 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 participated in these operations by directly subscribing to American Depositary Shares (ADS), and Italian employees (as well as German employees starting in 2011) by directly subscribing to new shares at the Group Caisse Autonome.

 

2.1.4.

Capital increase from theas part of a global free share plan intended for Group 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

the Group’s employees of the Group as well as to executive directors of the Company or Group companies, for a period of thirty-eight 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.

Pursuant to this authorization, the Board of Directors at its meeting on May 21, 2010 decided on the terms and conditions of the global plan of free TOTAL shares in favor of the Group’s employees of the Group and delegated to the Chairman and Chief Executive Officer of the Company all powers necessary for implementing this plan.

To this end,As a result, on July 2, 2012, the Chairman and Chief Executive Officer of the GroupCompany acknowledged the issueissuance and definitive grantthe final allocation of 1,366,950 commonordinary shares each with a parnominal value of2.50 to the designated beneficiaries at the end of the vesting period of two years in application of the grant conditions approveddefined by the Board of Directors meeting held on May 21, 2010.

Furthermore, on July 1, 2014, the Chairman and Chief Executive Officer of the Company acknowledged the issue and definitive grant of 666,575 ordinary shares with a nominal value of2.50 to the designated beneficiaries at the end of the vesting period of four years in application of the grant conditions defined by the Board of Directors at its meeting of May 21, 2010.2010 (for further information on TOTAL’s global free share plan, refer to “— B. Compensation —4.5.2. Breakdown of TOTAL performance share plans”, above).

 

2.1.5.

Pension savings plan

The September 29, 2004 Group agreement on the provisions for retirement savings set up a Collective Retirement Savings Plan (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). 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.

2.1.6.

Employee shareholding

The total number of TOTAL shares held directly or indirectly by the Group’s employees as of December 31, 2013,2014, is as follows:

 

TOTAL ACTIONNARIAT FRANCE

   82,067,73081,365,651  

TOTAL ACTIONNARIAT INTERNATIONAL CAPITALISATION

   21,879,23420,969,875  

TOTAL FRANCE CAPITAL+

   2,505,0022,450,084  

TOTAL INTERNATIONAL CAPITAL

   931,374901,595  

ELF PRIVATISATION N°1(a)

   817,988  

Shares held by U.S. employees

   531,615462,143  

Group Caisse Autonome (Belgium)

   474,490429,663  

TOTAL shares from the exercise of the Company’s stock options and held as registered shares within a Company Savings Plan

   3,122,6273,125,389  

Total shares held by employees

   112,330,060109,704,400  

(a)

The “ELF PRIVATISATION N°1” fund was merged with the “TOTAL ACTIONNARIAT FRANCE” fund in 2014.

(b)

Company savings plan.

As of December 31, 2013,2014, the Group’s employees of the Group held, on the basis of the definition of employee shareholding set forth in Article L. 225-102 of the French Commercial Code, 112,330,060109,704,400 TOTAL shares, representing 4.72%4.60% of the Company’s share capital and 8.63%8.78% of the voting rights that could be exercised at a Shareholders’ Meeting on that date.

The management of each of the five FCPEs (Collective investment funds) mentioned above is controlled by a dedicated Supervisory board, two-thirds of its members representing holders of fund units

142TOTAL S.A. Form 20-F 2014


Item 6 - D. Employees and Share Ownership

and one-third representing the company.Company. The boardBoard is responsible for reviewing the Collective investment fund’s management report and annual financial statements, as well as the financial, administrative and accounting management of the fund, 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.

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.

For employees holding shares outside of the employee collective investment funds mentioned in the table above, voting rights are exercised individually.

Shares held by the administration and management bodies

2.2.Shares held by the administration and management bodies

As of December 31, 2013,2014, based on information from the members of the Board and the share registrar, the members of the Board and the Group’s Executive Officers (Management Committee and Treasurer) held a total of less than 0.5% of the share capital:

members of the Board of Directors (including the Chairman and Chief Executive Officer)of the Board of Directors): 330,080210,469 shares;

Chairman and Chairman: 186,576 shares;

Chief Executive Officer: 121,55654,224 shares and 65,242 shares7,286.44 units in the “TOTAL ACTIONNARIAT FRANCE” collective investment fund; and;

Management Committee (including the Chairman and Chief Executive Officer) and Treasurer: 742,544878,941 shares.

130TOTAL S.A. Form 20-F 2013


Item 6 - Employees and Share Ownership

By decision of the Board of Directors:

 

the executive directors 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; and

the Chairman of the Board is required to hold 50,000 shares until the end of his functions;

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.

These shares have to be acquired within three years from the appointment to the Executive Committee.

The number of TOTAL shares to be considered includes:

 

directly held shares, whether or not they are subject to transfer restrictions; and

sharesunits in the collective investment fund invested in TOTAL shares.

 

 

Summary of transactions in the Company’s securities

2.2.1.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 20132014 by the individuals concerned under paragraphspoints a) through c) of Article L. 621-18-2 of the French Monetary and Financial Code:Code.

 

Year 2013  Acquisition   Subscription   Transfer   Exchange   Exercise
of stock
options
 
Year 2014  Acquisition   Subscription   Transfer   Exchange   

Exercise

of stock
options

 
Christophe de Margerie(a)  TOTAL shares                           TOTAL shares                         
Christophe de Margerie(a) Units in collective investment plans (FCPE), and other related financial instruments(b)   3,825.77                      
  TOTAL shares             51,760.00          51,760.00  
  Shares in collective investment plans (FCPE), and other related financial instruments(b)   5,824.18                        Units in collective investment plans (FCPE), and other related financial instruments(b)   492.25     212.13                 

Philippe Boisseau(a)

  TOTAL shares                       9,000.00    TOTAL shares             26,560.00          26,560.00  
  Shares in collective investment plans (FCPE), and other related financial instruments(b)   7,438.61     417.88     7,517.69              Units in collective investment plans (FCPE), and other related financial instruments(b)   552.08     251.01     4,382.96            

Arnaud Breuillac(a)

  TOTAL shares                         
  Units in collective investment plans (FCPE), and other related financial instruments(b)   213.49     2.62                 
Yves-Louis Darricarrère(a)  TOTAL shares             9,000.00          29,700.00    TOTAL shares             84,380.70          84,400.00  
Yves-Louis Darricarrère(a) Units in collective investment plans (FCPE), and other related financial instruments(b)   1,565.54                      
  TOTAL shares             114,680.23          120,600.00  
Patrick de La Chevardière(a) Units in collective investment plans (FCPE), and other related financial instruments(b)   452.73          1,694.21            
  TOTAL shares             52,500.00          52,500.00  
Jean-Jacques Guilbaud(a) Units in collective investment plans (FCPE), and other related financial instruments(b)   1,197.68     587.91                 
  TOTAL shares                         
  Shares in collective investment plans (FCPE), and other related financial instruments(b)   13,305.46          23,799.69              Units in collective investment plans (FCPE), and other related financial instruments(b)   165.61     3.21                 
Patrick de La Chevardière(a)  TOTAL shares                       22,000.00  
  Shares in collective investment plans (FCPE), and other related financial instruments(b)   9,018.11     2,026.82     18,362.59            
Jean-Jacques Guilbaud(a)  TOTAL shares             4,925.00          21,120.00  
  Shares in collective investment plans (FCPE), and other related financial instruments(b)   9,377.80     353.00     22,406.86            
Patrick Pouyanné(a)  TOTAL shares                       8,000.00  
  Shares in collective investment plans (FCPE), and other related financial instruments(b)   7,414.36          6,828.66            

 

(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.

 

20132014 Form 20-F TOTAL S.A. 131143


Item 7 - Major Shareholders and Related Party Transactions

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

1.Major shareholders

Holdings of major shareholders

1.1.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, 2014, 2013 2012 and 20112012 were as follows:

 

    2013   2012   2011 
As  of December 31,  % of
share
capital
   % of
voting
rights
   %  of
theoretical
voting
rights
(a)
   % of
share
capital
   % of
voting
rights
   % of
share
capital
   % of
voting
rights
 

GBL-CNP in concert

   4.8     4.8     4.4     5.4     5.4     5.5     5.6  

of which Groupe Bruxelles Lambert(b)

   3.6     3.6     3.3     4.0     4.0     4.0     4.0  

of which Compagnie Nationale à Portefeuille(b)

   1.2     1.2     1.1     1.4     1.4     1.5     1.6  

Group employees(c)

   4.7     8.6     7.9     4.4     8.1     4.4     8.0  

Treasury shares

   4.6          8.1     4.6          4.6       

of which TOTAL S.A.

   0.4          0.3     0.3          0.4       

of which Total Nucléaire

   0.1          0.2     0.1          0.1       

of which subsidiaries of Elf Aquitaine(d)

   4.1          7.6     4.2          4.2       

Other shareholders(e)

   85.9     86.6     79.6     85.7     86.6     85.3     86.3  

of which holders of ADS(f)

   9.3     9.2     8.5     9.3     9.3     8.7     8.7  
    2014   2013  2012 
As  of December 31,  % of
share
capital
   % of
voting
rights
   %  of
theoretical
voting
rights
(a)
   % of
share
capital
  % of
voting
rights
  % of
share
capital
  % of
voting
rights
 

Blackrock, Inc.(b)

   6.2     5.4     4.9     NC(c)   NC(c)   NC(c)   NC(c) 

Group employees(d)

   4.6     8.8     8.1     4.7    8.6    4.4    8.1  

GBL-CNP in concert

   3.9     3.9     3.6     4.8    4.8    5.4    5.4  

of which Groupe Bruxelles Lambert(e)

   3.0     3.0     2.8     3.6    3.6    4.0    4.0  

of which Compagnie Nationale à Portefeuille(e)

   0.9     0.9     0.8     1.2    1.2    1.4    1.4  

Treasury shares

   4.6          8.0     4.6        4.6      

of which TOTAL S.A.

   0.4          0.3     0.4        0.3      

of which Total Nucléaire

   0.1          0.2     0.1        0.1      

of which subsidiaries of Elf Aquitaine(f)

   4.1          7.5     4.1        4.2      

Other shareholders(g)

   80.7     81.9     75.4     85.9    86.6    85.7    86.6  

of which holders of ADRs(h)

   8.5     8.4     7.7     9.3    9.2    9.3    9.3  

 

(a) 

Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares to which voting rights are attached, including treasury shares that are deprived of voting rightsrights.

(b)

Information sourced from the Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 2, 2015, pursuant to which BlackRock declared beneficial ownership of 147,841,504 Company shares as of December 31, 2014 (i.e., 6.2% of the Company’s share capital). Blackrock specified that it had dispositive power of these shares as well as 128,791,678 voting rights (i.e., 5.4% of the Company’s share capital). Furthermore, Blackrock declared not having any shared voting or dispositive powers over these shares.

(c)

Not communicated.

(d)

Based on the definition of employee shareholding pursuant to Article L. 225-102 of the French Commercial Code. 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 SEC on February 11, 2015, declaring beneficial ownership of 172,847,066 Company shares as of December 31, 2014 (i.e., 7.3% 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 64,406,799 of these shares (i.e., 2.7% of the Company’s share capital) and shared dispositive power over all of these shares. Moreover, the employee representatives serve on the Board of Directors of TOTAL S.A.

(e) 

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. Moreover, these companies have executive directors who serve on the Board of Directors of TOTAL S.A.

(c)

Based on the definition of employee shareholding pursuant to Article L. 225-102 of the French Commercial Code. 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 SEC on February 11, 2014, declaring beneficial ownership of 184,350,308 Company shares as of December 31, 2013 (i.e., 7.8% 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 73,373,788 of these shares (i.e., 3.1% of the Company’s share capital) and shared dispositive power over all of these shares. Moreover, the employee representatives serve on the Board of Directors of TOTAL S.A.

(d)(f) 

Fingestval, Financière Valorgest and Sogapar.

(e)(g) 

Of which 1.53%1.59% held by registered shareholders (non-Group) in 2013.2014.

(f)(h) 

American Depositary Shares represented by American Depositary Receipts listed on the New York Stock Exchange.

 

As of December 31, 2013,2014, the holdings of the major shareholders were calculated based on 2,377,678,1602,385,267,525 shares, representing 2,391,533,2462,406,809,364 voting rights exercisable at Shareholders’ Meetings, or 2,601,078,9622,616,502,045 theoretical voting rights(1) including:

 

8,883,1809,030,145 voting rights attached to the 8,883,1809,030,145 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 2,377,678,160 shares to which 2,391,533,246 voting rights exercisable at Shareholders’ Meetings were attached as of December 31, 2013, and 2,365,933,146 shares to which 2,371,131,871 voting rights exercisable at Shareholders’ Meetings were attached as of December 31, 2012, and 2,363,767,313 shares to which 2,368,716,634 voting rights exercisable at Shareholders’ Meetings were attached as of December 31, 2011.2012.

1.2.

Identification of the holders of bearer shares

In accordance with Article 9 of its bylaws, 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.

 

1.3.

Temporary transfer of securities

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 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 thirdsecond business day preceding the Shareholders’ Meeting at midnight.

 

 

 

(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 thosetreasury shares held by the Group that are deprived of voting rights.

 

132144 TOTAL S.A. Form 20-F 20132014


Item 7 - Major Shareholders and Related Party Transactions

Notifications must be e-mailed to the Company at: holding.df-shareholdingnotification@total.comat the following address: holding.df-declarationdeparticipation@total.com.

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.

 

1.4.

Thresholds notifications

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%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90% or 95% of the share capital or theoretical 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.

If notification isIn case the shares above these thresholds are not given, thedeclared, any shares held in excess of the threshold for which notificationthat should have been given aredeclared will be deprived of voting rights at Shareholders’ Meetings if, at a Meeting,meeting, the failure to give notificationmake 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.meeting.

Any individual or 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.

Notifications must be sent to the Vice President of Investor Relations in Paris.London.

 

1.5.

Legal threshold notifications in 20132014

In AMF notice No. 213C1748214C0695 dated November 18, 2013, CNP and GBL acting in concertMay 5, 2014, Blackrock stated that, as of April 30, 2014, they had fallen below, as of November 7, 2013,risen above the 5% share capital and voting rights thresholdsthreshold and that they held 118,764,036119,199,504 TOTAL shares representing 119,511,734as many voting rights,i.e., 4.99%5.01% of the share capital and 4.59%4.57% of the theoretical voting rights(1) (based on share capital of 2,377,196,1792,378,259,685 shares representing 2,606,134,4122,607,207,684 voting rights). CNP and GBL acting in concert had exceeded the 5% threshold on August 25, 2009 (AMF notice No. 209C1156).

 

1.6.

Holdings above the legal thresholds

In accordance with Article L. 233-13 of the French Commercial Code, to TOTAL’s knowledge no shareholder heldtwo known shareholders hold 5% or more of TOTAL’s share capital or voting rights at year-end 2013.2014.

As of December 31, 2012, CNP and GBL acting in concert held 5.36% of the share capital representing 5.37% of the voting rights.

In AMF notice No. 213C1748 dated November 18, 2013, CNP and GBL acting in concert stated that they had fallen below, as of November 7, 2013, the 5% share capital and voting rights thresholds and that they held 118,764,036 TOTAL shares representing 119,511,734 voting rights,i.e., 4.99% of the share capital and 4.59% of the theoretical voting rights(1) (based on share capital of 2,377,196,179 shares representing 2,606,134,412 voting rights). CNP and GBL acting in concert held more than 5% of the Group’s share capital from August 25, 2009 (AMF notice No. 209C1156 dated September 2, 2009).

To TOTAL’s knowledge, one known shareholder held 5% or more of the voting rights exercisable at TOTAL Shareholders’ Meetings at year-end 2013. As of December 31, 2013,2014, the “TOTAL ACTIONNARIAT FRANCE” collective investment fund held 3.45%3.41% of the share capital representing 6.41%6.68% of the voting rights exercisable at Shareholders’ Meetings and 5.89%6.14% of the theoretical voting rights(1).

As of December 31, 2014, Blackrock held 6.20% of the share capital representing 5.35% of the voting rights exercisable at Shareholders’ Meetings and 4.92% of the theoretical voting rights(1).

 

1.7.

Shareholders’ agreements

TOTAL is not aware of any agreements among its shareholders.

Treasury shares

2.Treasury shares

As of December 31, 2013,2014, the Company held 109,214,448109,361,413 TOTAL shares either directly or through its indirect subsidiaries, which represented 4.59%4.58% of the share capital on that date. By law, these shares are deprived of voting rights.

For more details, refer to “Item 10 — 1. Share capital — 1.5. TOTAL shares held by the Company or its subsidiaries”, below.

 

2.1.

TOTAL shares held directly by the Company (treasury shares)

The Company held 8,883,1809,030,145 treasury shares as of December 31, 2013,2014, representing 0.37%0.38% of the share capital on that date.

2.2.

TOTAL shares held directly by Group companies

As of December 31, 2013,2014, Total Nucléaire, a Group company wholly-owned indirectly by TOTAL, held 2,023,672 TOTAL shares. As of December 31, 2013,2014, Financière Valorgest, Sogapar and Fingestval, indirect subsidiaries of Elf Aquitaine, held 22,203,704, 4,104,000 and 71,999,892 TOTAL shares respectively, representing a total of 98,307,596100,331,268 shares. As of December 31, 2013,2014, the Company held 4.22%4.21 % of the share capital through its indirect subsidiaries.

3.Related party transactions

The Group’s main transactions with related parties (principally all the investments carried under the equity method) and the balances receivable from and payable to them are shown in Note 24 to the Consolidated Financial Statements.

In the ordinary course of its business, TOTAL enters into transactions with various organizations with which certain of its directors or executive officers may be associated, but no such transactions of a material or unusual nature have been entered into during the period commencing on January 1, 2011,2012, and ending on March 27, 2014.26, 2015.

 

 

 

(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.

 

20132014 Form 20-F TOTAL S.A. 133145


Item 8 - Financial Information

ITEM 8. FINANCIAL INFORMATION

 

1.Consolidated Statements and other supplemental information

See pages F-1 through F-97F-107 for TOTAL’s Consolidated Financial Statements and Notes thereto and pages S-1 through S-18S-17 for other supplemental information.

2.Dividend

2.1.Dividend policy

2.1.1.Dividend payment policy

The Company has paid dividends on its share capital in each year since 1946. Future dividends will depend on the Company’s earnings, financial condition and other factors. The payment and amount of dividends are subject to the recommendation of the Board of Directors and resolution by the Company’s shareholders at the annual Shareholders’ Meeting.

On October 28, 2010, TOTAL S.A.’s Board of Directors adopted a policy based on quarterly dividend payments starting in fiscal year 2011.

2.1.2.Fiscal years 2014 and 2015 dividends

TOTAL has paid three quarterly interim dividends for fiscal year 2014:

the first quarterly interim dividend of0.61 per share for fiscal year 2014, approved by the Board of Directors on April 29, 2014, was paid in cash on September 26, 2014 (the ex-dividend date was September 23, 2014);

the second quarterly interim dividend of0.61 per share for fiscal year 2014, approved by the Board of Directors on July 29, 2014, was paid in cash on December 17, 2014 (the ex-dividend date was December 15, 2014); and

the third quarterly interim dividend of0.61 per share for fiscal year 2014, approved by the Board of Directors on October 28, 2014, was paid in cash on March 25, 2015 (the ex-dividend date was March 23, 2015).

After closing the 2014 accounts, the Board of Directors decided on February 11, 2015, to propose to the Annual Shareholders’ Meeting on May 29, 2015 an annual dividend of2.44/share for fiscal year 2014, an increase of 2.5% compared to 2013. Taking into account the interim dividends for the first three quarters of 2014 decided by the Board of Directors, the remaining 2014 dividend is0.61/share, equal to the three 2014 interim dividends. The Board of Directors also decided to propose to the shareholders the option of receiving the remaining 2014 dividend payment in new shares benefiting from a 10% discount(1). Pending the approval at the Annual Shareholders’ Meeting, the ex-dividend date would be June 8, 2015, and the payment date for the cash dividend or the delivery of the new shares, depending on the election of the shareholder, would be set for July 1, 2015. Subject to the applicable legislative and regulatory provisions, and pending the approval by the Board of Directors and 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 2015 is expected to be as follows:

1st interim dividend: September 28, 2015

2nd interim dividend: December 21, 2015

3rd interim dividend: March 21, 2016

Remainder: June 6, 2016

The provisional ex-dividend dates above relate to the TOTAL shares traded on Euronext Paris.

Dividends in euros per share for the last five fiscal years:

Legal2010:2.28

2011:2.28

2012:2.34

2013:2.38

2014:2.44(2)

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.

Since November 12, 2014, JP Morgan Chase Bank (4 New York Plaza, New York, NY 10005-1401, USA) has managed the payment of dividends to holders of American Depositary Receipts (ADRs). Prior to that date, payments were managed by The Bank of New York Mellon.

Dividends paid to holders of ADRs will be subject to a charge by the Depositary for any expenses incurred by the Depositary in the conversion of euros to dollars. See “Item 10 — 5. Taxation”, for a summary of certain U.S. federal and French tax consequences to holders of shares and ADRs.

2.2.1.Dividend payment of stock certificates

TOTAL issued stock certificates (certificats représentatifs d’actions, “CRs”) as part of the public exchange offer for Total Petrochemicals & Refining SA/NV (formerly PetroFina) shares.

The CR is a stock certificate provided for by French rules, issued by Euroclear France, intended to circulate exclusively outside of France, and which may not be held by French residents. The CR is freely convertible from a physical certificate into a security registered on a custody account and vice-versa. 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 of January 1, 2008, the effective date of the law. In addition, 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 arbitration proceedingswithholding taxes; the payment may be received on request at the following bank branches:

ING Belgique — Avenue Marnix 24, 1000 Brussels, Belgium

BNP Paribas Fortis — Avenue des Arts 45, 1040 Brussels, Belgium

KBC BANK N.V. — Avenue du Port 2, 1080 Brussels, Belgium

(1)

The issuance price of each new share will be equal to 90% of the average opening price of TOTAL S.A.’s shares on Euronext Paris over the twenty trading days preceding the Annual Shareholders’ Meeting, reduced by the amount of the remaining dividend, and rounded up to the nearest euro centime.

(2)

Pending approval at the May 29, 2015 Shareholders’ Meeting.

146TOTAL S.A. Form 20-F 2014


Item 8 - Financial Information

3.Significant changes since the date of the Company’s Consolidated Financial Statements

On January 29, 2015, TOTAL acquired a 10% stake in the new ADCO concession in Abu Dhabi (United Arab Emirates) for a forty-year period starting from January 1, 2015. It covers the fifteen main onshore fields in Abu Dhabi and represents more than half of the Emirate’s production. TOTAL has been appointed Asset Leader for the Bu Hasa field and the Southeast group of fields (covering Sahil, Asab, Shah, Qusahwira and Mender fields), which represent approximately two-thirds of ADCO’s production. In 2015, ADCO’s entire production is expected to be approximately 1.6 million barrels per day (Mb/d), with an objective to increase output to 1.8 Mb/d from 2017. As the first international company to enter the new ADCO concession in Abu Dhabi, Total demonstrates its ability to access resources under good conditions

and create strong partnerships in a strategic region with numerous development opportunities.

On February 2, 2015, TOTAL completed the sale of its adhesive subsidiary Bostik to Arkema. The accounting effects of this sale, which occurred after the close of the Consolidated Financial Statements for the year ended December 31, 2014 will be reflected in TOTAL S.A.’s intermediate Consolidated Financial Statements for the first quarter of 2015.

For a description of other significant changes that have occurred since the date of the Company’s Consolidated Financial Statements, see “Item 4 — B. Business Overview” and “Item 5. Operating and Financial Review and Prospects”, which include descriptions of certain recent 2015 activities.

4.Legal or 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.Whileprofitability. While it is not feasible to predict the outcome of the pending claims, proceedings, and investigations described below with certainty, management is of the opinion that their ultimate disposition should not have a material adverse effect on the Company’s financial position, cash flows, or results of operations.

 

4.1.

Antitrust investigations

The principal antitrust proceedings in which the Group’s companies are involved are described below.

 

4.1.1.

Refining & Chemicals segment:

As part of the spin-off of Arkema(1)in 2006, TOTAL S.A. and certain other Group companies grantedagreed to grant Arkema for a period of ten years a guarantee for potential monetary consequences related to antitrust proceedings arising from events prior to the spin-off. As of December 31, 2013, all public and civil proceedings covered by the guarantee were definitively resolved in Europe and in the United States. Despite the fact that Arkema has implemented since 2001 compliance procedures that are designed to prevent its employees from violating antitrust provisions, 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.

 

4.1.2.

Marketing & Services segment:

 

o

The administrative procedure opened by the European Commission against TOTAL Nederland N.V and TOTAL S.A., as parent company, in relation to practices regarding a product line of the Marketing & Services segment, resulted in a condemnation in 2006 that became definitive in 2012. The resulting fine (20.25 million) and interest thereon were paid during the first quarter of 2013.

Following the appeal lodged by the Group’s companies against the European Commission’s 2008 decision fining Total Marketing Services an amount of128.2 million in relation to practices regarding a product line of the Marketing & Services segment, which the company had already paid, and concerning which TOTAL S.A. was declared jointly liable as the parent company, the relevant European court decided during the third quarter of 2013 to reduce the fine imposed on Total Marketing Services to125.5 million without modifying the liability of TOTAL S.A. as parent company. Appeals have been lodged against this judgment.

o

Following the appeal lodged by the Group’s companies against the European Commission’s 2008 decision fining Total Marketing Services an amount of128.2 million, in relation to practices regarding a product line of the Marketing & Services segment, which the company had already paid, and concerning which TOTAL S.A. was declared jointly liable as the parent company, the relevant European court decided during the third quarter of 2013 to reduce the fine imposed on Total Marketing Services to125.5 million without modifying the liability of TOTAL S.A. as parent company. Appeals have been lodged against this judgment.

o

In the United Kingdom, a settlement took place in the third quarter of 2013 putting an end to the civil proceeding initiated against TOTAL S.A., Total Marketing Services and other companies, by third parties alleging damages in connection with practices already sanctioned by the European Commission. A similar civil proceeding is pending in the Netherlands. At this stage, the plaintiffs have not communicated the amount of their claim.

In the Netherlands, a civil proceeding was initiated against TOTAL S.A., Total Marketing Services and other companies by third parties alleging damages in connection with practices already sanctioned by the European Commission. At this stage, the plaintiffs have still not communicated the amount of their claim.

o

Finally, in Italy, in 2013, a civil proceeding was initiated against TOTAL S.A. and its subsidiary Total Aviazione Italia Srl before the competent Italian civil court. The plaintiff claims against TOTAL S.A., its subsidiary and other third parties, damages that it estimates to be nearly908 million. This procedure follows practices that had been sanctioned by the Italian competition authority in 2006. The existence and the assessment of the alleged damages in this procedure involving multiple defendants are strongly contested.

Finally, in Italy, in 2013, a civil proceeding was initiated against TOTAL S.A. and its subsidiary Total Aviazione Italia Srl before the competent Italian civil court. The plaintiff claims against TOTAL S.A., its subsidiary and other third parties, damages that it estimates to be nearly908 million. This proceeding follows practices that had been sanctioned by the Italian competition authority in 2006. The proceeding has not progressed; the existence and the assessment of the alleged damages in this proceeding involving multiple defendants remain strongly contested.

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.

 

4.2.

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.

This plant has been closed and individual assistance packages have been provided for employees. The site has been rehabilitated.

On December 14, 2006, Grande Paroisse signed, under the supervision of the city of Toulouse, a 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 a10 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.

(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.

2014 Form 20-F TOTAL S.A.147


Item 8 - Financial Information

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

(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.

134TOTAL S.A. Form 20-F 2013


Item 8 - Financial Information

hypothesis in 2006; Grande Paroisse is contesting this explanation, which it believes to be based on elements that are not factually accurate.

On July 9, 2007, the investigating magistrate brought charges against Grande Paroisse and the former Plant Manager before the Toulouse Criminal Court. In late 2008, TOTAL S.A. and Mr. Thierry Desmarest, Chairman and CEO at the time of the event, 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 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.

The Prosecutor’s office, together with certain third parties, appealed the Toulouse Criminal Court verdict. In order to preserve its rights, Grande Paroisse lodged a cross-appeal with respect to civil charges.

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. On January 13, 2015, the French Supreme Court (Cour de Cassation) fully quashed the decision of September 24, 2012. The impugned decision is set aside and the parties find themselves in the position they were in before the decision was rendered. The case is referred back to the Court of Appeal of Paris for a new criminal trial. The trial date has not yet been set.

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. A12.710.3 million reserve remains booked in the Group’s consolidated financial statements as of December 31, 2013.2014.

 

4.3.

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 was liquidated in 2005, claiming alleged damages of U.S.$22.4$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.

 

4.4.

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.

The inquiry concerned an agreement concluded by the Company with consultants concerning gas fields in Iran and aimed at verifying 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.

In late May 2013, and after several years of discussions, TOTAL reached settlements with the U.S. authorities (a Deferred Prosecution Agreement with the DoJ and a Cease and Desist Order with the SEC). These settlements, which put an end to these investigations, were concluded without admission of guilt and in exchange for TOTAL respecting a number of obligations, including the payment of a fine ($245.2 million) and civil compensation ($153 million) that occurred during the second quarter of 2013. The reserve of $398.2 million that was booked in the financial statements as of June 30, 2012, has been fully released. By virtue of these settlements, TOTAL also accepted to appointthe appointment of a French independent compliance monitor to review the Group’s compliance program and to recommend possible improvements. For more information, refer to “Item 4 — C. Other Matters —7.3.7.1. Preventing corruption”, above.

With respect to the same facts, TOTAL and its late Chairman and Chief Executive Officer, who was President of the Middle East division at the time of the facts, were placed under formal investigation in France following a judicial inquiry initiated in 2006. In late May 2013, the Prosecutor’s office recommended that the case be sent to trial. TheThis position was reiterated by the Prosecutor’s office in June 2014. By order notified in October 2014, the investigating magistrate has not yet issued his decision.decided to refer the case to trial.

148TOTAL S.A. Form 20-F 2014


Item 8 - Financial Information

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 for its future planned operations.

 

4.5.

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. In April 2013, the SEC notified TOTAL of the closure of the investigation while stating that it does not intend to take further action as far as TOTAL is concerned.

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 Employeesemployees were placed under formal criminal investigation for possible charges as accessories to the

misappropriation of Corporatecorporate 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

2013 Form 20-F TOTAL S.A.135


Item 8 - Financial Information

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 late Chairman and Chief Executive Officer, formerly President of the Group’s Exploration & Production division, not be pursued.

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.

In October 2010, the Prosecutor’s office recommended to the investigating magistrate that the case against TOTAL S.A., the Group’s former employees and TOTAL’s late 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. On July 8, 2013, TOTAL S.A., the Group’s former employees and TOTAL’s late Chairman and Chief Executive Officer were cleared of all charges by the Criminal Court, which found that none of the offenses for which they had been prosecuted were established. On July 18, 2013, the Prosecutor’s office appealed the parts of the Criminal Court’s decision acquitting TOTAL S.A. and certain of the Group’s former employees. TOTAL’s late Chairman and Chief Executive Officer’s acquittal issued on July 8, 2013 iswas irrevocable since the Prosecutor’s office did not appeal this part of the Criminal Court’s decision. The appeal hearing is expected to start in October 2015.

 

4.6.

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 subjectsubjects 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 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.

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 against some of the Group’s employees and to refer the case for trial onfor a reduced number of charges. The trial started onin September 26, 2012.

 

4.7.

Rivunion

On July 9, 2012, the Swiss Tribunal Fédéral (Switzerland’s Supreme Court) rendered a 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). According to the Tribunal, Rivunion was held liable as tax collector offor withholding taxes owed by the beneficiaries of taxable services. Rivunion, in liquidation since March 13, 2002 and unable to recover the amounts corresponding to the withholding

taxes in order to meet its fiscal obligations, has been subject to insolvency proceedings since November 1, 2012. On August 29, 2013, the Swiss federal tax administration lodged a claim as part

of the insolvency proceedings of Rivunion, for an amount of CHF 284 million, including CHF 171 million of principal as well as interest for late payment. Rivunion’s insolvency proceedings was terminated on December 4, 2014 and the company was removed from the Geneva commercial register on December 11, 2014.

 

4.8.

Total Gabon

On February 14, 2014, Total Gabon received a tax re-assessment notice from theMinistère de l’Economiel’Économie et de la Prospectiveof the Gabonese Republic accompanied by a partial tax collection notice, following the tax audit of Total Gabon in relation to the years 2008 to 2010. The amount referred to in the above taxre-assessment notice is $805 million.

The partial tax collection procedure was suspended on March 5, 2014.

2014 further to the action that Total Gabon disputesengaged before the groundsTax Administration.

Discussions with the Gabonese authorities led to the termination in early November 2014 of the tax assessment procedure to which Total Gabon was subject. Net income for Total Gabon as of September 30, 2014 includes the impact of the closing of this procedure, following which Total Gabon obtained a tax clearance for the re-assessmentrelevant period, extended to and including the associated amounts. Total Gabon intendsyears 2011 to take all actions necessary to assert its rights and protect its interests.2013.

 

4.9.

Kashagan

In Kazakhstan, the Atyrau Region Environmental Department (“ARED”) launched against the consortium developingstart-up of production of the Kashagan field, in which TOTAL holds an interest of 16.81%, occurred on September 11, 2013. Following the detection of a procedure alleging non-compliance withgas leak from the export pipeline, production was stopped on September 24, 2013. Production was resumed but then stopped again shortly thereafter following the detection of another leak. Pressure tests were performed in a fully controlled environment revealing some other potential leaks/cracks. The production of the field was stopped and a thorough investigation was launched.

After the identification of a significant number of anomalies in the oil and gas export lines, it was decided to replace both pipelines. The remedial work will be conducted according to best international oil and gas field practices and strict HSE requirements in order to address, mitigate and remedy all problems prior to the restart of production.

On December 13, 2014, the Republic of Kazakhstan and the co-venturers of the consortium settled the disputes raised over the last several years concerning a number of operational, financial and environmental legislation related to gas emissions (flaring). ARED issuedmatters. This settlement agreement definitively closed these proceedings without a claim on March 7, 2014, for an amount of approximately $737 million (KZT 134 billion), of which TOTAL’s share would be approximately $124 million (KZT 22.5 billion). The Kashagan project’s consortium disputes these allegations.

Dividend policy

The Company has paid dividends on its share capital in each year since 1946. Future dividends will dependsignificant impact on the Company’s earnings,Group’s financial condition and other factors. The payment and amount of dividends are subject to the recommendation of the Board of Directors and resolution by the Company’s shareholders at the annual Shareholders’ Meeting.

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.

TOTAL paid three quarterly interim dividends for fiscal year 2013:

the first quarterly interim dividend of0.59 per share for fiscal year 2013, approved by the Board of Directors on April 25, 2013, was paid in cash on September 27, 2013 (the ex-dividend date was September 24, 2013);

the second quarterly interim dividend of0.59 per share for fiscal year 2013, approved by the Board of Directors on July 25, 2013, was paid in cash on December 19, 2013 (the ex-dividend date was December 16, 2013); and

the third quarterly interim dividend of0.59 per share for fiscal year 2013, approved by the Board of Directors on October 30, 2013, was paid in cash on March 27, 2014 (the ex-dividend date was March 24, 2014).

For fiscal year 2013, TOTAL intends to continue its dividend policy. As a result, the Board of Directors proposes a dividend of2.38 per share (+1.7% compared to 2012) at the Shareholders’ Meeting on May 16, 2014, including a remainder of0.61 per share (+3.4% compared to the previous quarter), with an ex-dividend date on June 2, 2014 and a payment on June 5, 2014.

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 2014 is expected to be as follows:situation or consolidated results.

 

4.10.

1st interim dividend: September 23, 2014;Djibouti

Following the confirmation of their conviction by a final judgment of the facts regarding pollution that occurred in the port of Djibouti in 1997, Total Djibouti SA and Total Marketing Djibouti SA each received in September 2014 an order to pay53.8 million to the Republic of Djibouti. The amounts were contested by the two companies which, unable to deal with the liability, in accordance with local law, filed declarations of insolvency with the court on October 7, 2014. With respect to Total Djibouti SA, the insolvency proceeding comprised a recovery plan.

Following a judgment delivered on November 18, 2014, the recovery plan proposed by Total Djibouti SA was rejected and the two companies were put into liquidation.

Total Djibouti SA, a wholly-owned subsidiary of TOTAL S.A., fully holds the capital of Total Marketing Djibouti SA.

 

 

1362014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013149


Items 8Item 9 - 9

2nd interim dividend: December 15, 2014;

3rd interim dividend: March 23, 2015; and

Remainder: June 8, 2015.

The provisional ex-dividend dates above relate to the TOTAL shares traded on the NYSE Euronext Paris.

Dividends paid to holders of ADRs will be subject to a charge by the Depositary for any expenses incurred by the Depositary in the conversion of euros to dollars. See “Item 10. Additional Information — Taxation”, for a summary of certain U.S. federalOffer and French tax consequences to holders of shares and ADRs.

Significant changes

On February 4, 2014, TOTAL signed an agreement to sell its 15% interest in the offshore Block 15/06 in Angola to Sonangol E&P. The amount of the transaction was $750 million and is subject to approval by the authorities.

The accounting effects of this sale, which occurred after the close of the consolidated financial statements for the year ended December 31, 2013 by TOTAL’s Board of Directors, will be reflected in TOTAL S.A.’s intermediate consolidated financial statements for the first quarter of 2014.

This information supplements the information provided in“Item 4. Business Overview” concerning the Group’s activities in Angola and in paragraph E) of Note 4 to the Consolidated Financial Statements.

For a description of other significant changes that have occurred since the date of the Company’s Consolidated Financial Statements, see “Item 4. Business Overview” and “Item 5. Operating and Financial Review and Prospects”, which include descriptions of certain recent 2014 activities.

Listing

ITEM 9. THE OFFER AND LISTING

 

1.Markets

The principal trading market for the shares is the Euronext Paris exchange in France. The shares are also listed on Euronext Brussels and the London Stock Exchange.

2.Offer and listing details

 

2.1.

Trading on Euronext Paris

Official trading of listed securities on Euronext Paris, including the shares, is transacted through French investment service providers that are members of Euronext Paris and takes place continuously on each business day in Paris from 9:00 a.m. to 5:30 p.m. (Paris time), with a fixing of the closing price at 5:35 p.m. Euronext Paris may suspend or resume trading in a security listed on Euronext Paris if the quoted price of the security exceeds certain price limits defined by the regulations of Euronext Paris.

The markets of Euronext Paris currently settle and transfer ownership three trading days after a transaction (T+3). On January 14, 2014, Euronext announced its decision to shorten the standard settlement cycle from T+3 to T+2 for all securities. This migration is expected to take place on October 6, 2014. Highly liquid shares, including those of the Company, are eligible for deferred settlement (Service de Règlement Différé — SRD).

Payment and delivery for shares under the SRD occurs on the last trading day of each month. Use of the SRD service requires payment of a commission.

In France, the shares are included in the principal index published by Euronext Paris (the “CAC 40 Index”). The CAC 40 Index is

derived daily by comparing the total market capitalization of forty stocks traded on Euronext Paris to the total market capitalization of the stocks that made up the CAC 40 Index on December 31, 1987. Adjustments are made to allow for expansion of the sample due to new issues. The CAC 40 index indicates trends in the French stock market as a whole and is one of the most widely followed stock price indices in France. In the UK, the shares are listed in both the FTSE Eurotop 100 and FTSEurofirst 300 index. As a result of the creation of Euronext, the shares are included in Euronext 100, the index representing Euronext’s blue chip companies based on market capitalization. The shares are also included in the Dow Jones Stoxx Europe 50 and Dow Jones Euro Stoxx 50, blue chip indices comprised of the fifty most highly capitalized and most actively traded equities throughout Europe and within the European Monetary Union, respectively. Since June 2000, the shares have been included in the Dow Jones Global Titans 50 Index which consists of fifty global companies selected based on market capitalization, book value, assets, revenue and earnings.

 

 

The table below sets forth, for the periods indicated, the reported high and low quoted prices in euros for the currently outstanding shares on Euronext Paris.

 

Price per share ()  High   Low   High   Low 

2009

   45.785     34.250  

2010

   46.735     35.655     46.735     35.655  

2011

   44.550     29.400     44.550     29.400  

2012

   42.970     33.420     42.970     33.420  

2013

   45.670     35.175  

First Quarter

   42.970     37.020     40.820     37.040  

Second Quarter

   39.400     33.420     40.400     35.175  

Third Quarter

   41.995     34.505     43.785     36.615  

Fourth Quarter

   40.110     36.925     45.670     41.050  

2013

   45.670     35.175  

2014

   54.710     38.250  

First Quarter

   40.820     37.040     48.250     41.310  

Second Quarter

   40.400     35.175     54.710     47.310  

Third Quarter

   43.785     36.615     53.650     47.145  

September

   43.785     41.435     52.090     48.470  

Fourth Quarter

   45.670     41.050     51.290     38.250  

October

   45.670     42.050     51.290     40.565  

November

   45.140     43.440     49.425     43.505  

December

   44.700     41.050     46.565     38.250  

2014 (through February 28)

   47.030     41.310  

2015 (through February 27)

   48.600     39.345  

January

   44.745     41.650     46.860     39.345  

February

   47.030     41.310     48.600     45.500  

 

2013150TOTAL S.A. Form 20-F TOTAL S.A.1372014


Items 9 - 10

 

2.2.

Trading on the New York Stock Exchange

ADSs evidenced by ADRs have been listed on the New York Stock Exchange since October 25, 1991. The Bank of New York MellonSince November 12, 2014, JPMORGAN CHASE BANK, N.A. serves as depositary with respect to the ADSs evidenced by ADRs

traded on the New York

Stock Exchange.Exchange, replacing The Bank of New York Mellon. One ADS corresponds to one TOTAL share. The table below sets forth, for the periods indicated, the reported high and low prices quoted in dollars for the currently outstanding ADSs evidenced by ADRs on the New York Stock Exchange.

 

 

Price per ADR ($)  High   Low   High   Low 

2009

   65.98     42.88  

2010

   67.52     43.07     67.52     43.07  

2011

   64.44     40.00     64.44     40.00  

2012

   57.06     41.75     57.06     41.75  

2013

   62.45     45.93  

First Quarter

   57.06     48.82     55.35     47.50  

Second Quarter

   52.50     41.75     52.05     45.93  

Third Quarter

   55.07     41.85     59.25     47.69  

Fourth Quarter

   52.77     46.99     62.45     56.17  

2013

   62.45     45.93  

2014

   74.220     48.433  

First Quarter

   55.35     47.50     66.297     56.030  

Second Quarter

   52.05     45.93     74.220     65.460  

Third Quarter

   59.25     47.69     73.090     62.530  

September

   59.25     54.54     67.700     62.530  

Fourth Quarter

   62.45     56.17     64.016     48.433  

October

   62.45     57.61     64.016     53.320  

November

   61.01     58.15     60.686     55.190  

December

   61.50     56.17     57.780     48.433  

2014 (through February 28)

   64.97     56.03  

2015 (through February 27)

   55.860     47.310  

January

   60.49     56.50     53.140     47.310  

February

   64.97     56.03     55.860     51.620  

ITEM 10. ADDITIONAL INFORMATION

 

1.Share capital

1.1.Share capital as of December 31, 2014

5,963,168,812.50, consisting of 2,385,267,525 fully paid ordinary shares

1.2.Features of the shares

There is only one class of shares, and the par value of each share is2.50. A double voting right is granted to every shareholder, under certain conditions (see “— 2.4.1. Voting rights”, below). 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, 2014

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 2014, appears in the table in “— 1.3.9.”, below.

1.3.1.Tenth resolution of the Shareholders’ Meeting held on May 16, 2014

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 of2.5 billion,i.e., 1 billion shares (delegation of authority valid for twenty-six months).

Furthermore, the maximum nominal amount of the debt securities granting rights to the Company’s share capital that may be issued

Memorandumpursuant to the tenth, eleventh and thirteenth resolutions may not exceed10 billion, or their exchange value, on the date of issuance.

1.3.2.Eleventh and twelfth resolutions of the Shareholders’ Meeting held on May 16, 2014

Delegation of authority granted by the Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing common shares or other securities granting immediate or future rights to the Company’s share capital, canceling shareholders’ pre-emptive subscription rights, including the compensation comprised of securities as part of a public exchange offer, provided that they meet the requirements of Article L. 225-148 of the French Commercial Code. This resolution grants the Board of Directors the 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 of575 million,i.e., 230 million shares, par value2.50 (delegation of authority valid for twenty-six months). Furthermore, under the twelfth resolution of the Shareholders’ Meeting held on May 16, 2014, the Board is authorized, for each of the issuances made in connection with the eleventh resolution, to increase the number of securities 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 eleventh resolution. The nominal amount of the capital increases is counted against the maximum aggregate nominal amount of2.5 billion authorized by the tenth resolution of the Shareholders’ Meeting held on May 16, 2014.

2014 Form 20-F TOTAL S.A.151


Item 10 - 1. Share capital

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 tenth and eleventh resolutions and the thirteenth resolution may not exceed10 billion, or their exchange value, on the date of issuance.

1.3.3.Thirteenth resolution of the Shareholders’ Meeting held on May 16, 2014

Delegation of power granted by the Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing new ordinary shares or other securities granting immediate or future rights to the Company’s share capital as compensation of in-kind contribution granted to the Company, by an amount not exceeding 10% of the share capital outstanding at the date of the Shareholders’ Meeting on May 16, 2014 (delegation of authority valid for twenty-six months). The nominal amount of the capital increases is counted against the maximum aggregate nominal amount of575 million authorized by the eleventh resolution of the Shareholders’ Meeting held on May 16, 2014.

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 tenth, eleventh and thirteenth resolutions may not exceed10 billion, or their exchange value, on the date of issuance.

1.3.4.Fourteenth resolution of the Shareholders’ Meeting held on May 16, 2014

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 the amount of the capital increase is counted against the maximum aggregate nominal amount of2.5 billion authorized by the tenth resolution of the Shareholders’ Meeting on May 16, 2014. This delegation renders ineffective, up to the unused portion, any prior delegation relating to the same subject matter.

1.3.5.Fifteenth resolution of the Shareholders’ Meeting held on May 16, 2014

Delegation of authority to the Board of Directors to complete capital increases reserved for employees with their registered office located outside France with benefits comparable to those granted to the employees included in the fifteenth resolution of the Combined Shareholders’ Meeting of May 16, 2014, up to a maximum amount common to the foregoing fourteenth 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 of2.5 billion authorized by the tenth resolution of the Shareholders’ Meeting on May 16, 2014.

Pursuant to the delegation granted by virtue of the fourteenth resolution, the Board of Directors, during its July 29, 2014 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 a supplement whose amount is included within the limit of 18 million shares.

Due to the use of the delegations stipulated in the fourteenth resolution of the Shareholders’ Meeting held on May 16, 2014, by the Board of Directors on July 29, 2014, and given that the Board of Directors did not make use of the delegations of authority granted by the eleventh, thirteenth and fifteenth resolutions, the authorized capital not issued was2.46 billion as of December 31, 2014, representing 982 million shares.

1.3.6.Sixteenth resolution of the Shareholders’ Meeting held on May 16, 2014

Authority to grant restricted outstanding or new TOTAL shares to employees of the Group and to executive directors 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 executive directors 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).

Pursuant to this authorization: 4,486,300 outstanding shares were awarded by the Board of Directors on July 29, 2014, including 48,000 outstanding shares awarded to the Chairman and Chief Executive Officer.

As of December 31, 2014, 14,595,840 shares, including 190,526 shares to the Company’s executive directors, could therefore still be awarded pursuant to this authorization.

1.3.7.Eleventh resolution of the Shareholders’ Meeting held on May 17, 2013

Authority to grant Company stock options to TOTAL employees and to executive directors up to a maximum of 0.75% 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 executive directors cannot exceed 0.05% 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).

Pursuant to this authorization, as of December 31, 2014, 17,889,506 stock options, including 1,192,633 to the Company’s executive directors, could still be awarded as part of this authorization, since the Board of Directors did not make use of this delegation of authority.

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 has not made use of this delegation of authority since the authorization of the 2012 Shareholders’ Meeting.

Based on 2,385,267,525 shares outstanding on December 31, 2014, 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 238,526,752 shares before reaching the cancellation threshold of 10% of share capital canceled over a 24-month period.

152TOTAL S.A. Form 20-F 2014


Item 10 - 1. 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, 2014

TypePar value limit, or maximum
number of shares, or
expressed as % of share
capital (par value, number
of shares or % of share
capital)
Use in 2014, par
value, or
number of
shares
Available
balance as
of 12/31/2014
par value, or
number of
shares
Date of
delegation of
authority or
authorization
by the
Extraordinary
Shareholders’
Meeting
(ESM)
Expiry date
and term of
authorization
granted to
the Board of
Directors

Maximum cap for the issuance of securities granting immediate or future rights to share capital

Debt securities representing rights to capital10 billion in securities10 billionMay 16, 2014 (10th, 11th and 13th resolutions)July 16, 2016, 26 months
Nominal share capital2.5 billion,i.e., a maximum of 1 billion shares issued with a pre-emptive subscription right, of which:18 million shares(a)2.46 billion (i.e., 982 million shares)May 16, 2014 (10th resolution)July 16, 2016, 26 months
1/ a specific cap of575 million,i.e., a maximum of 230 million shares for issuances without pre-emptive subscription rights (with potential use of a greenshoe), including in compensation with securities contributed within the scope of a public exchange offer, provided that they meet the requirements of Article L. 225-148 of the French Commercial Code, of which:575 millionMay 16, 2014 (11th resolution)July 16, 2016, 26 months
1/a a sub-cap of 10% of the share capital on the date of the Shareholders’ Meeting on May 16, 2014(b) through in-kind contributions when provisions of Article L. 225-148 of the French Commercial Code are not applicable575 millionMay 16, 2014 (13th resolution)July 16, 2016, 26 months
2/ a specific cap of 1.5% of the share capital on the date of the Board(c) decision for capital increases reserved for employees participating in a Company savings plan18 million shares(d)17.8 million sharesMay 16, 2014 (14th resolution)July 16, 2016, 26 months
Stock option grants0.75% of share capital(c) on the date of the Board decision to grant options17.9 million sharesMay 17, 2013 (11th resolution)July 17, 2016, 38 months
Restricted shares awarded to Group Employees and to executive directors0.8% of share capital(b) on the date of the Board decision to grant the restricted shares4.5 million shares(e)14.6 million shares(e)May 16, 2014 (16th resolution)July 16, 2017, 38 months

(a)

The number of new shares authorized under the 10th resolution of the ESM held on May 16, 2014 cannot exceed 1 billion shares. Pursuant to the 14th resolution of the ESM held on May 16, 2014, the Board of Directors decided on July 29, 2014 to proceed with a capital increase reserved for Group employees in 2015, within the limit of 18 million shares (see note (d) below). As a result, the available balance under this authorization was 982,000,000 new shares as of December 31, 2014.

(b)

Share capital as of May 16, 2014: 2,378,583,237 shares.

(c)

Share capital as of December 31, 2014: 2,385,267,525 shares.

(d)

The number of new shares authorized under the 14th and 15th resolutions of the May 16, 2014 ESM may not exceed 1.5% of the share capital on the date when the Board of Directors decides to use the delegation. On July 29, 2014, the Board of Directors decided to proceed with a capital increase in 2015, within the limit of 18 million shares. As a result, the available balance under these authorizations was 17,779,012 new shares as of December 31, 2014.

(e)

The number of shares that may be awarded as restricted share grants under the 16th resolution of the May 16, 2014 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 4,486,300 outstanding shares on July 29, 2014, the number of shares that could still be awarded as of December 31, 2014 was 14,595,840 shares. In addition, the shares awarded under presence and performance conditions to the Company’s executive officers under the 16th resolution of the ESM held on May 16, 2014, 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 48,000 outstanding shares awarded under presence and performance conditions to the Chairman and Chief Executive Officer by the Board of Directors on July 29, 2014, the number of outstanding shares that may still be awarded to the Company’s executive directors is 190,526.

2014 Form 20-F TOTAL S.A.153


Item 10 - 1. Share capital

1.4.Potential share capital as of December 31, 2014

Securities granting rights to TOTAL shares through exercise are TOTAL share subscription options amounting to 16,635,411 share subscription options as of December 31, 2014, divided into:

5,847,965 options for the plan awarded by the Board of Directors on July 17, 2007;

3,215,884 options for the plan awarded on October 9, 2008 by decision of the Board of Directors on September 9, 2008;

3,011,269 options for the plan awarded by the Board of Directors on September 15, 2009;

3,701,218 options for the plan awarded by the Board of Directors on September 14, 2010; and

859,075 options for the plan awarded by the Board of Directors on September 14, 2011.

The potential share capital (i.e., the existing share capital plus rights and securities that could result in the issuance of new TOTAL shares through exercise,i.e., 2,401,902,936 shares, represents 100.70% of the share capital as of December 31, 2014, on the basis of 2,385,267,525 TOTAL shares

constituting the share capital as of December 31, 2014, and 16,635,411 TOTAL shares that could be issued upon the exercise of TOTAL options.

1.5.TOTAL shares held by the Company or its subsidiaries

As of December 31, 2014

Percentage of share capital held by TOTAL S.A.

0.38%

Number of shares held in portfolio

9,030,145

Book value of portfolio (at purchase price) (M)

401

Market value of portfolio (M)(a)

384

Percentage of capital held by companies(b) of the Group

4.58%

Number of shares held in portfolio

109,361,413

Book value of portfolio (at purchase price) (M)

3,427

Market value of portfolio (M)(a)

4,650

(a)

Based on a market price of42.52 per share as of December 31, 2014.

(b)

TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.

1.6.Share capital history since January 1, 2012

1.6.1.          For fiscal year 2012

July 2, 2012

Acknowledgement of the issuance of 1,366,950 new shares, par value2.50 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 by3,417,375 from5,909,418,282.50 to5,912,835,657.50.

January 8, 2013

Acknowledgement of the issuance of 798,883 new shares, par value2.50 per share, through the exercise of stock options between January 1 and December 31, 2012, raising the share capital by1,997,207.50 from5,912,835,657.50 to5,914,832,865.

1.6.2.          For fiscal year 2013

April 25, 2013

Acknowledgement of the issuance of 10,802,215 new shares, par value2.50 per share, as part of the capital increase reserved for Group employees approved by the Board of Directors on September 18, 2012, raising the share capital by27,005,537.50 from5,914,832,865 to5,941,838,402.50.

January 8, 2014

Acknowledgement of the issuance of 942,799 new shares, par value2.50 per share, through the exercise of stock options between January 1 and December 31, 2013, raising the share capital by2,356,997.50 from5,941,838,402.50 to5,944,195,400.

1.6.3.          For fiscal year 2014

July 1, 2014

Acknowledgement of the issuance of 666,575 new shares, par value2.50 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 by1,666,437.50 from5,944,195,400 to5,945,861,837.50.

January 12, 2015

Acknowledgement of the issuance of 6,922,790 new shares, par value2.50 per share, through the exercise of stock options between January 1 and December 31, 2014, raising the share capital by17,306,975 from5,945,861,837.50 to5,963,168,812.50.

1.7.Share buybacks

The Shareholders’ Meeting of May 16, 2014, 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 EC Regulation 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 at70 per share. The number of shares acquired may not exceed 10% of the share capital. This authorization was granted for a period of eighteen months and replaced the previous authorization granted by the Shareholders’ Meeting of May 17, 2013.

A resolution will be submitted to the Shareholders’ Meeting on May 29, 2015 to authorize trading in TOTAL shares under 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. The specificities of this program are described in “— 1.7.3. 2015-2016 share buyback program”, below.

1.7.1.Share buybacks and cancellations in 2014

In 2014, TOTAL S.A. bought back 4,386,300 of its own shares to cover commitments made in connection with performance share grant plans,i.e., approximately 0.18% of the share capital(1).

(1)

Average share capital of year N = (share capital at December 31 N-1 + share capital at December 31 N)/2.

154TOTAL S.A. Form 20-F 2014


Item 10 - 1. Share capital

1.7.2.Board’s report on share buybacks and sales

1.7.2.1.Share buyback during 2014

Under the authorization granted by the Shareholders’ Meeting of May 16, 2014, 4,386,300 TOTAL shares, each with a par value of2.50, were bought back by TOTAL S.A. in 2014,i.e., 0.18%(1) of the share capital as of December 31, 2014. These buybacks were completed at an average price of48.52 per share, for a total cost of approximately213 million, excluding transaction fees. These buybacks are intended to cover the performance share grant plan approved by the Board of Directors on July 29, 2014.

1.7.2.2.Shares held in the name of the Company and its subsidiaries as of December 31, 2014

As of December 31, 2014, the Company held 9,030,145 treasury shares, representing 0.38% of TOTAL’s share capital. Pursuant to French law, the voting rights and dividend rights of these shares are suspended.

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 December 31, 2014 was 109,361,413, representing 4.58% of TOTAL’s share capital, comprised of, on the one hand, 9,030,145 treasury shares, including 8,946,930 shares held to cover the performance share grant plans and 83,215 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries.

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 performance 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.

1.7.2.3.Transfer of shares during fiscal year 2014

4,239,335 TOTAL shares were transferred in 2014 following the final award of TOTAL shares under the restricted share grant plans.

1.7.2.4Cancellation of Company shares during fiscal years 2012, 2013 and 2014

TOTAL S.A. did not cancel any shares in 2012, 2013 and 2014.

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 10% of the share capital over a 24-month period. As a result, based on 2,385,267,525 shares outstanding on December 31, 2014, the Company may cancel a maximum of 238,526,752 shares before reaching the cancellation threshold of 10% of share capital canceled over a 24-month period.

1.7.2.5.Reallocation for other approved purposes during fiscal year 2014

Shares purchased by the Company under the authorization granted by the Shareholders’ Meeting of May 16, 2014, or under previous authorizations, were not reallocated in 2014 to purposes other than those initially specified at the time of purchase.

1.7.2.6.Conditions for the buyback and use of derivative products

Between January 1, 2014 and February 28, 2015, 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 17, 2013 and May 16, 2014.

1.7.2.7.Shares held in the name of the Company and its subsidiaries as of February 28, 2015

As of February 28, 2015, the Company held 8,927,585 shares, representing 0.37% of TOTAL’s share capital. Pursuant to French law, the voting rights and dividend rights of these shares are suspended.

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, 2015 was 109,258,853, representing 4.58% of TOTAL’s share capital, comprised of, on the one hand, 8,927,585 treasury shares, including 8,844,370 shares held to cover the performance share grant plans and 83,215 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries.

Summary table of transactions completed by the Company involving its own shares from March 1, 2014 to February 28, 2015(a):

Cumulative gross movementsOpen positions as of February 28, 2015
PurchasesSalesOpen purchase
positions
Open sales
positions

Number of shares

4,386,300Bought callsPurchasesSold callsSales

Maximum average maturity

Average transaction price ()

48.52

Average exercise price

Amounts ()

212,810,310

(a)

In compliance with the applicable regulations as of February 28, 2015, the period indicated begins on the day after the date used as a reference for previously published information.

(1)

Average share capital of year N = (share capital at December 31 N-1 + share capital at December 31 N)/2.

2014 Form 20-F TOTAL S.A.155


Item 10 - 1. Share capital

Moreover, following the final award of shares under the performance share grant plans, 4,341,720 TOTAL shares were transferred between March 1, 2014 and February 28, 2015.

As of February 28, 2015

Percentage of share capital held by TOTAL S.A.

0.37%

Number of shares held in portfolio(a)

8,927,585

Book value of portfolio (at purchase price) (M)

396

Market value of the portfolio (M)(b)

431

Percentage of capital held by companies(c) of the Group

4.58%

Number of shares held in portfolio

109,258,853

Book value of portfolio (at purchase price) (M)

3,427

Market value of the portfolio (M)(b)

5,270

(a)

TOTAL S.A. did not buy back any shares during the two trading days preceding February 28, 2015. As a result, TOTAL S.A. owns all the shares held in portfolio as of that date.

(b)

Based on a closing price of48.235 per share as of February 28, 2015.

(c)

TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.

1.7.3.2015-2016 share buyback program

1.7.3.1.Description of the share buyback program under Article 241-1 et seq. of the General Regulation of the French Financial Markets Authority (Autorité des marchés financiers — AMF)

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;

honor the Company’s obligations related to stock option programs or other share grants to the Company’s executive directors 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.

1.7.3.2.Legal framework

Implementation of this share buyback program, which is covered by Article L. 225-209 et seq. of the French Commercial Code, Article 241-1 et seq. of the General Regulation of the French Financial Markets Authority, and the provisions of EC Regulation 2273/2003 of December 22, 2003, is subject to approval by the TOTAL S.A. Shareholders’ Meeting of May 29, 2015 through the 5th resolution that reads as follows:

“Upon presentation of the report by the Board of Directors and information appearing in the description of the program prepared pursuant to Articles 241-1 and thereafter of Associationthe General Regulation (Règlement général) of the French Financial Markets Authority (Autorité des marchés financiers, or“AMF”), and voting under the conditions of quorum and majority required for Ordinary General Meetings, the shareholders hereby authorize the Board of Directors, with the possibility to sub-delegate such authority under the terms provided for by French law, pursuant to the provisions of Article L. 225-209 of the French Commercial Code, of Council Regulation n°2273/2003 dated December 22, 2003 and of the General Regulation of the AMF, to buy or sell shares of the Company within the framework of a share buyback program.

The purchase, sale or transfer of such shares may be transacted by any means on regulated markets, multilateral trading facilities or over the counter, including the purchase or sale by block-trades, in accordance with the regulations of the relevant market authorities. Such transactions may include the use of any financial derivative instrument traded on regulated markets, multilateral trading facilities or over the counter, and implementing option strategies.

These transactions may be carried out at any time, in accordance with the applicable rules and regulations, except during any public offering periods applying to the Company’s share capital.

The maximum purchase price is set at70 per share.

In the case of a capital increase by incorporation of reserves or share grants for no consideration and in the case of a stock-split or a reverse-stock-split, this maximum price shall be adjusted by applying the ratio of the number of shares outstanding before the transaction to the number of shares outstanding after the transaction.

Pursuant to the provisions of Article L. 225-209 of the French Commercial Code, the maximum number of shares that may be bought back under this authorization may not exceed 10% of the total number of shares outstanding as of the date on which this authorization is used. This limit of 10% is applicable to a capital of the Company which may be adjusted from time to time as a result of transactions after the date of the present 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 indirect subsidiaries.

As of December 31, 2014, out of the 2,385,267,525 shares outstanding at this date, the Company held 9,030,145 shares directly and 100,331,268 shares indirectly through its subsidiaries, for a total of 109,361,413 shares. Under these circumstances, the maximum number of shares that the Company could buy back is 129,165,339 shares and the maximum amount that the Company may spend to acquire such shares is9,041,573,730.

The purpose of this share buyback program is to reduce the number of shares outstanding or to allow the Company to fulfill its engagements in connection with:

convertible or exchangeable securities that may give holders rights to receive shares of the Company upon conversion or exchange; or

share purchase option plans, employee shareholding plans, Company savings plans or other share allocation programs for management or employees of the Company or Group companies.

156TOTAL S.A. Form 20-F 2014


Item 10 - 1. Share capital

The purpose of the buybacks may also be one of the market practices accepted by the AMF,i.e.:

 

 

Register informationdelivery of shares (by exchange, payment or otherwise) in cases of external growth transactions, mergers, spin-offs or contributions, not exceeding the limit set forth in Article L. 225-209, 6th paragraph of the French Commercial Code in cases of mergers, spin-offs or contributions; or

support the secondary market or the liquidity of TOTAL S.A. is registeredshares by an investment services provider by means of a liquidity agreement compliant with the Nanterre Trade and Companies RegisterCode of ethics recognized by the AMF.

This program may also be used by the Company to trade in its own shares, either on or off the market, for any other purpose that is authorized or any permitted market practice, or any other purpose that may be authorized or any other market practice that may be permitted under the number 542 051 180.applicable law or regulation. In case of transactions other than the above-mentioned intended purposes, the Company will inform its shareholders in a press release.

According to the intended purposes, the treasury shares that are acquired by the Company through this program may, in particular, be:

 

cancelled, up to the maximum legal limit of 10% of the total number of shares outstanding on the date of the operation, per each 24-month period;

granted for no consideration to the employees of the Group and to the management of the Company or of other companies of the Group;

delivered to the holders of Company’s shares purchase options having exercised such options;

sold to employees, either directly or through the intermediary of Company savings funds;

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

used in any other way consistent with the purposes stated in this resolution.

While they are bought back and held by the Company, such shares will be deprived of voting rights and dividend rights.

This authorization is granted for a period of eighteen months from the date of this Meeting. It renders ineffective up to the unused portion, the previous authorization granted by the Combined Shareholders’ Meeting held on May 16, 2014.

The Board of Directors is hereby granted full authority, with the right to delegate such authority, to undertake all actions authorized by this resolution.”

1.7.3.3.Conditions

Maximum share capital to be purchased and maximum funds allocated to the transaction: The maximum number of shares that may be purchased under the authorization proposed to the Shareholders’ Meeting of May 29, 2015 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.

Before any share cancellation under the authorization given by the Shareholders’ Meeting of May 16, 2014, based on the number of shares outstanding as of December 31, 2014 (2,385,267,525 shares), and given the 109,258,853 shares held by the Group as of February 27, 2015,i.e., 4.58% of the share capital, the maximum number of shares that may be purchased would be 129,267,899, representing a theoretical maximum investment of9,048,752,930 based on the maximum purchase price of70.

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.

Duration and schedule of the share buyback program: In accordance with the 5th resolution, which will be subject to approval by the Shareholders’ Meeting of May 29, 2015, the share buyback program may be implemented over an18-month period following the date of this Meeting, and therefore expires on November 29, 2016.

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 (refer to “— 1.7.2. Board’s report on share buybacks and sales”, above).

2014 Form 20-F TOTAL S.A.157


Item 10 - 2. Memorandum and Articles of Association

2.Memorandum and Articles of Association

2.1.General information concerning the Company

Name: TOTAL S.A.

Headquarters: 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France.

 

ObjectsLegal form and purposesnationality: A French “société anonyme” (limited liability company).

Trade Registry: 542 051 180 RCS Nanterre.

EC Registration Number: FR 59 542 051 180.

Bylaws: On file with K.L. Associés, Notaries in Paris.

APE Code (NAF): 111Z until January 7, 2008; 7010Z since January 8, 2008.

Term: 99 years from March 22, 2000, to expire on March 22, 2099, unless dissolved prior to this date or extended.

Fiscal year: From January 1 to December 31 of each year.

2.2.Summary of the Company’s purpose

The Company’sdirect and indirect purpose can be found in Article 3 of its bylaws (statuts). Generally, the Company may engageis to search for and extract mining deposits in all activities relating, directly or indirectly to: (i) the explorationcountries, particularly hydrocarbons in all forms, and extraction of mining deposits, and in particular hydrocarbons, and the performance ofto perform industrial refining, processing and trading of thesein said materials as well as their derivatives and by-products; (ii) theby-products, as well as all activities relating to production and distribution of all forms of energy; (iii)energy, as well as the chemicals sector in all of its forms and to the rubber and health industries; (iv) the transportation and shippingsectors. The complete details of hydrocarbons and other products or materials relating to the Company’s business purpose; and (v) all financial, commercial, and industrial operations and operations relating to any fixed or unfixed assets and real estate, acquisitions of interests or holdingscorporate purpose are set forth in any business or company that may relate to anyArticle 3 of the above-mentioned purposes or to any similar or related purposes, of such nature as to promote the Company’s extension or its development.bylaws.

 

2.3.

Director issuesProvisions of the bylaws governing the administration and management bodies

 

2.3.1.Election of Directors and term of office

Compensation

Directors receive attendance fees, the maximum aggregate amount of which, determinedare elected by the Shareholders’ Meeting for a 3-year term up to a maximum number of directors authorized by law (currently eighteen), 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 actingis 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 bylaws in force. However, his or her term shall expire automatically once this Director is no longer an employee or a shareholders’ meeting, remains in effect until a new decision is made.shareholder. The Board apportions attendance fees amongof Directors may meet and conduct valid deliberations until the date his or her replacement is named.

Furthermore, a director representing the employees is designated by the Company’s Central Works Council. Where the number of directors appointed by the Shareholders’ Meeting is greater than twelve(1), a second director representing the employees is designated by the Company’s Central Works Council (“European Works Council”). In accordance with applicable legal provisions, the director elected by the European Works Council must have held an employment contract with the Company or one of its membersdirect or indirect subsidiaries, whose registered office is based in whatever way it considers appropriate. In particular, it may apportionmainland France, for at least two years prior to Directors who are membersappointment. By derogation, the second director elected by the European Works Council must have held an employment contract with the Company or one of its direct or indirect subsidiaries for at least two years prior to appointment. The term of office for a director representing the committeesemployees is three years. However, the term of office ends following the Board a larger share than the amount apportionedShareholders’ Meeting called to other Directors.approve

the financial statements for the last fiscal year and held in the year during which the said director’s term of office expires.

2.3.2.Age limit of Directors

Retirement

TheOn the closing date of each fiscal year, the number of Directorsindividual directors over the age of TOTAL who are acting in their own capacity or as permanent representatives of a legal entity and are over seventy years old70 may not exceedbe greater than one-third of the number of Directorsdirectors in office at the end of the fiscal year. office.

If such proportionthis percentage is exceeded, the oldest Board member is automatically deemedconsidered to have resigned. Directors who are the

The director permanent representative of a legal person may not continue in office beyond their seventieth birthday.entity must be under 70 years old.

2.3.3.Age limit of the Chairman of the Board and the Chief Executive Officer

The Company’s bylaws, as updated on December 31, 2013, provide that the duties of the Chairman of the Board automatically cease on his sixty-fifthor her 70th birthday at the latest. However,

To hold this office, the Chief Executive Officer must be under the age of 67. When the age limit is reached during his or her duties, such duties automatically cease, and the Board may appoint, forof Directors elects a term of office not to exceed two years, an individual from among its members who is older than sixty-five years of age and younger than seventy years of agenew Chief Executive Officer. However, his or her duties as ChairmanChief Executive Officer will continue until the date of the Board of Directors.Directors’ meeting aimed at electing his or her successor. Subject to the age limit specified above, the Chief Executive Officer can always be re-elected.

 

2.3.4.Minimum interest in the Company held by Directors

Shareholdings

Each Directordirector (other than the director representing the employee shareholders or the director representing the employees) must own at least 1,000 shares of TOTALstock during his or her term of office. If, however, any director ceases to own the required number of shares, they may, however, adjust their position subject to the conditions set by law. The director representing employee shareholders must hold, during his or her term of office, except the Director representing the employee shareholders who must hold, either individually or through an investment funda Company Savings Plan (“Fonds Commun de Placement d’Entreprise”— FCPE) governed by Article L.214-40 of the French Monetary and FinancialFinance Code, (French Fonds Commun de Placement d’Entreprise, or FCPE), at least one share or a number of stocksunits in such investmentsaid fund amountingequivalent to at least one share. The director representing the employees is not bound to be a shareholder.

 

2.3.5.Majority rule 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.

2.3.6.Rules of procedure of the Board and Committees of the Board of Directors

Refer to “ Item 6 — C. Board Practices and Corporate Governance”.

2.3.7.Form of Management

Management of the Company is assumed either by the Chairman of the Board (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.

(1)

ElectionNeither the director representing employee shareholders, elected by the Shareholders’ Meeting, nor the director(s) representing employees are taken into consideration when defining the 12-member threshold, which is assessed on the date on which the employee director(s) are elected.

The term of office for Directors is set by the shareholders acting in an ordinary shareholders’ meeting and may not exceed three years, subject to applicable law that may allow extension of the duration of a given term until the next ordinary shareholders’ meeting held to approve the financial statements.

 

138158 TOTAL S.A. Form 20-F 20132014


Item 10 - Additional Information

2. Memorandum and Articles of Association

In 2003, TOTAL amendedFollowing the death of the Chairman and Chief Executive Officer, and based on the proposal of the Governance and Ethics Committee, the Board of Directors decided during its bylawsmeeting on October 22, 2014, to provideseparate the positions of Chairman and Chief Executive Officer in order to better ensure the continuity of the General Management transition process. This management form will remain in effect until a decision to the contrary is made by the Board of Directors.

At its meeting on October 22, 2014, the Board of Directors appointed Mr. Pouyanné as Chief Executive Officer for a term expiring at the end of the Shareholders’ Meeting called in 2017 to approve the financial statements for the electionfiscal year 2016. The Board furthermore appointed Mr. Desmarest Chairman of one Directorthe Board of Directors for a period due to represent employee shareholders. This Director was appointed forexpire on December 18, 2015, in light of the first time atage limits set out in the shareholders’ meeting held on May 14, 2004.bylaws. As of such date, the functions of Chairman and Chief Executive Officer of TOTAL will be combined.

 

2.4.

Description ofRights, privileges and restrictions attached to the shares

The following is a summary of the material rights of holders of fully paid-up shares and is based on the bylaws of the Company and French Company Law as codified in Volume II (Livre II) of the French Commercial Code (referred to herein as the “French Company Law”). For more complete information, please read the bylaws of TOTAL S.A., a copy of which has been filed as an exhibit to this Annual Report.

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 bylaws.

With the exception of double voting rights, no privilege is attached to a specific class of shares or to a specific class of shareholders.

2.4.1.Voting rights

Each shareholder of the Company is entitled to the number of votes corresponding to the number of shares he or she possesses, or for which he or she holds proxies. According to French Company Law, voting rights may not be exercised in respect of fractional shares.

According to the Company’s bylaws, each registered share that is fully paid-up and registered in the name of the same shareholder for a continuous period of at least two years is granted a double voting right after such 2-year period. In the event of a capital increase by incorporation of reserves, profits or premiums on shares, a double voting right is granted to each registered share allocated for free to a shareholder in connection with previously existing shares that already carry double voting rights. Any merger of the Company would have no effect on the double voting right, which may be exercised within the absorbing company, if the latter’s articles of association have created a similar right. The double voting right is automatically canceled when the share is converted into a bearer share or when the share is transferred, unless such transfer from registered share to registered share is due to inheritanceab intestat or testamentary inheritance, division of community property between spouses, or a donationinter vivos

during the lifetime of the shareholder to the benefit of a spouse or relatives eligible to inherit.

French Company Law limits a shareholder’s right to vote notably in the following circumstances:

shares held by the Company or by entities controlled by the Company under certain conditions, which cannot be voted;

shares held by shareholders making a contribution in-kind to the Company, which cannot be voted with respect to resolutions relating to such in-kind contributions; and

shares held by interested parties, which cannot be voted with respect to resolutions relating to such shareholders.

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(1), 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.

2.4.2.Limitation of voting rights

Article 18 of the Company’s bylaws 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.

Moreover, Article 18 of the bylaws 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 bylaws accordingly.

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.

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.

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.

(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 bylaws).

2014 Form 20-F TOTAL S.A.159


Item 10 - 2. Memorandum and Articles of Association

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.

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.

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.

Dividends which have not been claimed at the end of a 5-year period are forfeited to the French government.

2.4.5.Dividend rights

The Company may make dividend distributions to its shareholders from net income in each fiscal year, after deduction of the overhead and other social charges, as well as of any amortization of the business assets and of any provisions for commercial and industrial contingencies, as reduced by any loss carried forward from prior years, and less any contributions to reserves or amounts that the shareholders decide to carry forward. These distributions are also subject to the requirements of French Company Law and the Company’s bylaws.

Under French Company Law, the Company must allocate 5% of its net profit in each fiscal year to a legal reserve fund until the amount in that fund is equal to 10% of the nominal amount of its share capital.

The Company’s bylaws provide that its shareholders may decide to either allocate all or a part of any distributable profits among special or general reserves, carry them forward to the next fiscal year as retained earnings, or allocate them to the shareholders as dividends. The bylaws provide that the shareholders’ meeting held to approve the financial statements for the financial year may decide to grant an option to each shareholder between payment of the dividend in cash and payment in shares with respect to all or part of the dividend or interim dividends.

Under French Company Law, and except as otherwise provided by a provision of the bylaws, the Company must distribute dividends to its shareholderspro rata according to their shareholdings. Dividends are payable to holders of outstanding shares on the date fixed at the shareholders’ meeting approving the distribution of dividends or, in the case of interim dividends, on the date fixed by the Company’s Board of Directors at the meeting that approves the distribution of interim dividends. Under French law, dividends not claimed within five years of the date of payment revert to the French State.

2.4.6.

Voting rights

Each shareholder of the Company is entitled to the number of votes corresponding to the number of shares he or she possesses, or for which he or she holds proxies. According to French Company Law, voting rights may not be exercised in respect of fractional shares.

According to the Company’s bylaws, each registered share that is fully paid-up and registered in the name of the same shareholder for a continuous period of at least two years is granted a double voting right after such 2-year period. In the event of a capital increase by capitalization of reserves, profits or premiums on shares, a double voting right is granted to each registered share allocated for free to a shareholder in connection with previously existing shares that already carry double voting rights. Any merger of the Company would have no effect on the double voting right,

which may be exercised within the absorbing company, if the latter’s articles of association have created a similar right. The double voting right is automatically canceled when the share is converted into a bearer share or when the share is transferred, unless such transfer from registered share to registered share is due to inheritanceab intestat or testamentary inheritance, division of community property between spouses, or a donationinter vivosduring the lifetime of the shareholder to the benefit of a spouse or relatives eligible to inherit.

French Company Law limits a shareholder’s right to vote notably in the following circumstances:

o

shares held by the Company or by entities controlled by the Company under certain conditions, which cannot be voted;

o

shares held by shareholders making a contribution in-kind to the Company, which cannot be voted with respect to resolutions relating to such in-kind contributions; and

o

shares held by interested parties, which cannot be voted with respect to resolutions relating to such shareholders.

Under the Company’s bylaws, the voting rights exercisable by a shareholder, directly, indirectly or by proxy, at any shareholders’ meeting are limited to 10% of the total number of voting rights attached to the shares on the date of such shareholders’ meeting. This 10% limitation may be increased by taking into account double voting rights held directly or indirectly by the shareholder or by proxy, provided that the voting rights exercisable by a shareholder at any shareholders’ meeting may never exceed 20% of the total number of voting rights attached to the shares.

According to the Company’s bylaws, the above limitations on voting lapse automatically if any individual or entity acting alone or in concert with an individual or entity, comes to hold at least two-thirds of the total number of Company shares as a result of a public offer for all of the Company shares.

Liquidation rights

In the event the Company is liquidated, any assets remaining after payment of its debts, liquidation expenses and all of its other remaining obligations will first be distributed to repay the nominal value of the shares. After these payments have been made, any surplus will be distributedpro rata among the holders of shares based on the nominal value of their shareholdings.

 

2.4.7.

Redemption provisions

The Company’s shares are not subject to any redemption provisions.

 

2.4.8.

Sinking fund provisions

The Company’s shares are not subject to any sinking fund provisions.

 

2.4.9.

Future capital calls

Shareholders are not liable to the Company for future capital calls on their shares.

 

2.4.10.

Preferential subscription rights

As provided by French Company Law, if the Company issues additional shares, or any equity securities or other specific kinds of additional securities carrying a right, directly or indirectly, to purchase equity securities issued by the Company for cash or cash equivalents, current shareholders will have preferential subscription rights to these securities on apro rata basis. A two-thirds majority of the present and represented shares at an

2013 Form 20-F TOTAL S.A.139


Item 10 - Additional Information

extraordinary shareholders’ meeting may vote to waive the shareholders’ preferential subscription rights with respect to any particular offering. French law requires a company’s board of directors and independent auditors to present reports that specifically address any proposal to waive preferential subscription rights. The shareholders may also authorize at an extraordinary shareholders’ meeting the allocation to the existing shareholders of a nontransferable priority right to subscribe for the new securities during a limited period of time. Shareholders may also waive their own preferential subscription rights with respect to any particular offering.

During the subscription period relating to a particular offering of shares, shareholders may transfer their preferential subscription rights that they have not previously waived.

 

2.4.11.

Changes in share capital

Under French Company Law, the Company may increase its share capital only with the approval of its shareholders at an extraordinary shareholders’ meeting (or with a delegation of authority from its shareholders). There are two methods to increase share capital: (i) by issuing additional shares, including the creation of a new class of securities and (ii) by increasing the nominal value of existing shares. The Company may issue additional shares for cash or for assets contributed in kind, upon the conversion of debt securities, or other securities giving access to its share capital, that it may have issued, by capitalization of its reserves, profits or issuance premiums.

Under French Company Law, the Company may decrease its share capital only with the approval of its shareholders at an extraordinary shareholders’ meeting (or with a delegation of authority from its shareholders). There are two methods to reduce share capital: (i) by reducing the number of shares outstanding, and (ii) by decreasing the nominal value of existing shares. The conditions under which the share capital may be reduced will vary depending upon whether the reduction is attributable to losses. The Company may reduce the number of outstanding shares either by an exchange of shares or by the repurchase and cancellation of its shares. If the reduction is attributable to losses, shares are canceled through offsetting the Company’s losses. Any decrease must meet the requirements of French Company Law, which states, among other things, that all the holders of shares in each class of shares must be treated equally, unless the affected shareholders otherwise agree.

Form of shares

The Company has only one class of shares, with a par value of2.50 per share. Shares may be held in either bearer or registered form. Shares traded on NYSE Euronext Paris are cleared and settled through Euroclear France. TheIn accordance with Article 9 of its bylaws, the Company may use any lawful meansis authorized, to the extent permitted by applicable law, to identify holders of securities that grant immediate or future voting rights includingat the Company’s Shareholders’ Meetings, under a procedure known astitres au porteur identifiableaccording to which Euroclear France will, upon the Company’s request, disclose to the Company the name, nationality, address and number of shares held by each shareholder in bearer form. The information may only be requested by the Company and may not be communicated to third parties.

 

2.4.12.

Holding of shares

Under French Company Law and since the “dematerialization” of securities, the ownership rights of shareholders are represented by book entries instead of share certificates (other than certificates

representing French securities, which are outstanding exclusively outside the territory of France and are not held by French residents). Registered

160TOTAL S.A. Form 20-F 2014


Item 10 - 2. Memorandum and Articles of Association

TOTAL S.A. shares are entered into an account maintained by the Company or by a representative nominated by the Company, while sharescan be held in bearer form must be heldor registered form. In the latter case, shareholders are identified by TOTAL S.A., in an account maintainedits capacity as the issuer, or by an accredited financial intermediary on the shareholder’s behalf.

For all shares in registered form, the Company maintains a share account with Euroclear France which is administered by BNP Paribas Securities Services. In addition, the Company maintains accounts in the name of each registered shareholder either directly or, at a shareholder’s request, through a shareholder’s accredited intermediary, in separate accounts maintained byits agent, BNP Paribas Securities Services, which is responsible for keeping the register of shareholders’ registered shares.

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, etc.; and

pure registered shares: TOTAL holds and directly administers shares on behalf of the Company. Each shareholder’s account shows the name and number of shares held and, in the case of shares registeredholder through an accredited financial intermediary, the fact that they are so held. BNP Paribas Securities Services, aswhich administers sales, purchases, coupons, shareholders’ meeting notices, etc., so that the shareholder does not need to appoint a matterfinancial intermediary.

2.4.13.Requirements for temporary transfer of securities

Refer to “Item 7 — 1.3. Temporary transfer of course, issues confirmations to each registered shareholder as to shares registered in a shareholder’s account, but these confirmations do not constitute documents of title.

Shares held in bearer form are held and registered on the shareholder’s behalf in an account maintained by an accredited financial intermediary and are credited to an account at Euroclear France maintained by the intermediary. Each accredited financial intermediary maintains a record of shares held through it and will issue certificates of inscription for the shares that it holds. Transfers of shares held in bearer form only may be made through accredited financial intermediaries and Euroclear France.securities”, above.

 

2.4.14.

Cancellation of treasury shares

After receiving shareholders’ authorization convened at an extraordinary shareholders’ meeting, the Board of Directors of the Company may cancel treasury shares owned by the Company in accordance with French Company Law up to a maximum of 10% of the share capital within any period of twenty-four months.

 

Description2.4.15.

Ownership of TOTAL share certificatesshares by non-French persons

TOTAL issued stock certificates (certificats représentatifs d’actions, “CRs”) as partThere is no limitation on the right of non-resident or foreign shareholders to own securities of the public exchange offer in 1999 for PetroFina shares. The CR isCompany, either under French Company Law or under the bylaws of the Company.

Under the French Monetary and Financial Code, a stock certificate provided for by French rules that is issued by Euroclear France and intended to circulate exclusively outsidenon-resident of France and that mayis not be held by French residents. The CR is issued asrequired to obtain a physical certificate or registeredprior authorization before acquiring a controlling interest in a custody account,French company with the exception of investments in certain sensitive economic areas, such as defense, oil and it hasgas supply and public health. In addition, non-residents of France must file an administrative notice (déclaration administrative) with French authorities in connection with the characteristicsacquisition of 33 1/3 % or more of the capital or voting rights of a bearer security. The CR is freely convertible fromFrench company, or a physical certificate intolower percentage if the acquiring party comes to hold a security registered on a custody accountcontrolling interest (evaluated in light of certain factors such as the acquiring party’s intentions, the acquiring party’s ability to elect directors and conversely. However, in compliance withfinancial reliance by the Belgian law of December 14, 2005company 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. ING Belgique is the bank handling the payment of all coupons detached from outstanding CRs.acquiring party).

No fees are applicable to the payment of coupons detached from CRs, except for any income or withholding taxes. The payment may be received at the teller windows of the following institutions:

 

ING Belgique, Avenue Marnix 24, 1000 Brussels, Belgium;

BNP Paribas Fortis, Montagne du Parc 3, 1000 Brussels, Belgium; and

KBC BANK N.V., Avenue du Port 2, 1080 Brussels, Belgium.

140TOTAL S.A. Form 20-F 2013


Item 10 - Additional Information

Share capital2.5.

Share capital history since January 1, 2011

For fiscal year 2011

April 28, 2011

Acknowledgement of the subscription to 8,902,717 new shares, par value2.50 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 by22,256,792.50 from5,874,102,327.50 to5,896,359,120.

January 12, 2012

Acknowledgement of the issuance of 5,223,665 new shares, par value2.50 per share, through the exercise of stock options between January 1 and December 31, 2011, raising the share capital by13,059,162.50 from5,896,359,120 to5,909,418,282.50.

For fiscal year 2012

July 2, 2012

Acknowledgement of the issuance of 1,366,950 new shares, par value2.50 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 by3,417,375 from5,909,418,282.50 to5,912,835,657.50.

January 8, 2013

Acknowledgement of the issuance of 798,883 new shares, par value2.50 per share, through the exercise of stock options between January 1 and December 31, 2012, raising the share capital by1,997,207.50 from5,912,835,657.50 to5,914,832,865.

For fiscal year 2013

April 25, 2013

Acknowledgement of the issuance of 10,802,215 new shares, par value2.50 per share, as part of the capital increase reserved for Group employees approved by the Board of Directors on September 18, 2012, raising the share capital by27,005,537.50 from5,914,832,865 to5,941,838,402.50.

January 8, 2014

Acknowledgement of the issuance of 942,799 new shares, par value2.50 per share, through the exercise of stock options between January 1 and December 31, 2013, raising the share capital by2,356,997.50 from5,941,838,402.50 to5,944,195,400.Amending shareholders’ rights

Authorized share capital not issued as of December 31, 2013

The following is a summary ofAny amendment to the currently valid delegations and authorizations to increase share capital that have been grantedbylaws must be approved or authorized by the Shareholders’ Meeting tovoting with the Board of Directors.

o

Thirteenth resolution of the Shareholders’ Meeting held on May 11, 2012:

Delegation of authority grantedquorum and majority required by the laws and regulations governing Extraordinary 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 of2.5 billion,i.e., 1 billion shares (delegation of authority valid for twenty-six months).

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 and sixteenth resolutions (mentioned below) may not exceed10 billion, or their exchange value, on the date of issuance.

o

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 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 of850 million,i.e., 340 million shares, par value2.50 (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 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 of2.5 billion authorized by the 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 exceed10 billion, or their exchange value, on the date of issuance.

o

Sixteenth resolution of the Shareholders’ Meeting held on May 11, 2012:

Delegation of power granted by the Shareholders’ Meeting to the Board of Directors to increase the share capital by issuing new ordinary shares or other securities granting immediate or future rights to the Company’s share capital as compensation of in-kind contribution granted to the Company, by an amount not exceeding 10% of the share capital outstanding at the date of the Shareholders’ Meeting on May 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 of850 million authorized by the fourteenth 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, fourteenth and sixteenth resolutions may not exceed10 billion, or their exchange value, on the date of issuance.

2013 Form 20-F TOTAL S.A.141


Item 10 - Additional Information

o

Twelfth resolution of the Shareholders’ Meeting held on May 17, 2013:

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 the amount of the capital increase is counted against the maximum aggregate nominal amount of2.5 billion authorized by the thirteenth resolution of the Shareholders’ Meeting on May 11, 2012. This delegation renders ineffective, up to the unused portion, the seventeenth resolution of the Shareholders’ Meeting held on May 11, 2012.

Given the use of the delegations stipulated in the seventeenth and eighteenth resolutions of the Shareholders’ Meeting held on May 11, 2012, which resulted in the issuance in 2013 of 10,802,215 shares, and given that the Board of Directors did not make use of the delegations of authority granted by the thirteenth, fourteenth and sixteenth resolutions of the Shareholders’ Meeting held on May 11, 2012, the authorized capital not issued was2.47 billion as of December 31, 2013, representing 989 million shares.

o

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 executive directors 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 executive directors 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).

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 Executive Officer;

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 Officer.

4,464,200 outstanding shares were awarded by the Board of Directors on July 25, 2013, including 53,000 outstanding shares awarded to the Chairman and Chief Executive Officer.

As of December 31, 2013, 6,557,225 shares, including 115,767 to the Company’s executive directors could therefore still be awarded pursuant to this authorization.

o

Eleventh resolution of the Shareholders’ Meeting held on May 17, 2013:

Authority to grant Company stock options to TOTAL employees and to executive directors up to a maximum of 0.75% 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 executive directors cannot exceed 0.05% 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).

Pursuant to this authorization, as of December 31, 2013, 17,832,586 stock options, including 1,188,839 to the Company’s executive directors, could still be awarded.

o

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.

Based on 2,377,678,160 shares outstanding on December 31, 2013, 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 237,767,816 shares before reaching the cancellation threshold of 10% of share capital canceled during a twenty-four-month period.

Potential share capital as of December 31, 2013

Securities granting rights to TOTAL shares, through exercise or redemption, are TOTAL share subscription options amounting to 25,356,113 share subscription options as of December 31, 2013, divided into:

o

5,620,626 options for the plan awarded by the Board of Directors on July 18, 2006;

o

5,847,965 options for the plan awarded by the Board of Directors on July 17, 2007;

o

4,219,198 options for the plan awarded on October 9, 2008 by decision of the Board of Directors on September 9, 2008;

o

3,989,378 options for the plan awarded by the Board of Directors on September 15, 2009;

o

4,537,852 options for the plan awarded by the Board of Directors on September 14, 2010; and

o

1,141,094 options for the plan awarded by the Board of Directors on September 14, 2011.

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 873,475 shares as of December 31, 2013.

The potential share capital (existing share capital plus rights and securities that could result in the issuance of new TOTAL shares, through exercise or redemption),i.e., 2,403,907,748 shares, represents 101.10% of the share capital as of December 31, 2013, on the basis of 2,377,678,160 TOTAL shares constituting the share capital as of December 31, 2013, 25,356,113 TOTAL shares that could be issued upon the exercise of TOTAL options, and 873,475 TOTAL shares that could be issued under a global free share plan.

142TOTAL S.A. Form 20-F 2013


Item 10 - Additional Information

TOTAL shares held by the Company or its subsidiaries

As of December 31, 2013

Percentage of share capital held by TOTAL S.A.

0.37%

Number of shares held in portfolio

8,883,180

Book value of portfolio (at purchase price) (M)

353

Market value of portfolio (M)(a)

396

Percentage of capital held by companies(b) of the Group

4.59%

Number of shares held in portfolio

109,214,448

Book value of portfolio (at purchase price) (M)

3,379

Market value of portfolio (M)(a)

4,863

(a)

Based on a market price of44.53 per share as of December 31, 2013.

(b)

TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.

Share buybacks

The Shareholders’ Meeting of May 17, 2013, 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 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 at70 per share. The number of shares acquired may not exceed 10% of the share capital. This authorization was granted for a period of eighteen months and replaced the previous authorization granted by the Shareholders’ Meeting of May 11, 2012.

A resolution will be submitted to the Shareholders’ Meeting on May 16, 2014 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.

Share buybacks and cancellations in 2013

Under the authorization granted by the Shareholders’ Meeting of May 17, 2013, 4,414,200 TOTAL shares, each with a par value of2.50, were bought back by TOTAL S.A. in 2013,i.e., 0.19% of the share capital as of December 31, 2013(1). This buyback was completed at an average price of40.57 per share, for a total cost of approximately179.09 million, excluding transaction fees. This buyback is intended to cover the performance share grant plan approved by the Board of Directors on July 25, 2013.

In addition, TOTAL S.A. did not cancel any shares in 2013.

Shares held in the name of the Company and its subsidiaries as of December 31, 2013

As of December 31, 2013, the Company held 8,883,180 treasury shares, representing 0.37% of TOTAL’s share capital. By law, the voting rights and dividend rights of these shares are suspended.

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 December 31, 2013 was 109,214,448, representing 4.59% of TOTAL’s share capital, comprised of, on the one hand, 8,883,180

treasury shares, including 8,764,020 shares held to cover the performance share grant plans and 119,160 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries.

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 performance 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.

Transfer of shares during fiscal year 2013

3,591,391 TOTAL shares were transferred in 2013 following the final award of TOTAL shares under the restricted share grant plans.

Cancellation of Company shares during fiscal year 2011, 2012 and 2013

TOTAL S.A. did not cancel any shares in 2011, 2012 and 2013.

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 10% of the share capital over a 24-month period. As a result, based on 2,377,678,160 shares outstanding on December 31, 2013, the Company may cancel a maximum of 237,767,816 shares before reaching the cancellation threshold of 10% of share capital canceled over a 24-month period.

Reallocation for other approved purposes during fiscal year 2013

Shares purchased by the Company under the authorization granted by the Shareholders’ Meeting of May 17, 2013, or under previous authorizations, were not reallocated in 2013 to purposes other than those initially specified at the time of purchase.

Conditions for the buyback and use of derivative products

Between January 1, 2013 and February 28, 2014, 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 11, 2012 and May 17, 2013.

Shares held in the name of the Company and its subsidiaries as of February 28, 2014

As of February 28, 2014, the Company held 8,883,005 treasury shares, representing 0.37% of TOTAL’s share capital. By law, the voting rights and dividend rights of these shares are suspended.

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, 2014 was 109,214,273, representing 4.59% of TOTAL’s share capital, comprised of, on the one hand, 8,883,005 treasury shares, including 8,764,020 shares held to cover the performance share grant plans and 118,985 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries.

Meetings.

 

(1)2.6.

Average share capital of year N = (share capital at December 31 N-1 + share capital at December 31 N)/2.

2013 Form 20-F TOTAL S.A.143


Item 10 - Additional Information

Summary table of transactions completed by the Company involving its own shares from March 1, 2013 to February 28, 2014(a):

Cumulative gross movementsOpen positions as of February 28, 2014
PurchasesSalesOpen purchase
positions
Open sales
positions

Number of shares

4,414,200Bought callsPurchasesSold callsSales

Maximum average maturity

Average transaction price ()

40.57

Average exercise price

Amounts ()

179,087,553

(a)

In compliance with the applicable regulations as of February 28, 2014, the period indicated begins on the day after the date used as a referencefor previously published information.

Moreover, 3,591,466 TOTAL shares were transferred between March 1, 2013 and February 28, 2014 following the final award of shares under the performance share grant plans.

As of February 28, 2014

Percentage of share capital held by TOTAL S.A.

0.37%

Number of shares held in portfolio(a)

8,883,005

Book value of portfolio (at purchase price) (M)

353

Market value of the portfolio (M)(b)

418

Percentage of capital held by companies(c) of the Group

4.59%

Number of shares held in portfolio

109,214,273

Book value of portfolio (at purchase price) (M)

3,379

Market value of the portfolio (M)(b)

5,136

(a)

TOTAL S.A. did not buy back any shares during the three trading days preceding February 28, 2014. As a result, TOTAL S.A. owns all the shares held in portfolio as of that date.

(b)

Based on a closing price of47.03 per share as of February 28, 2014.

(c)

TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval.

2014-2015 share buyback program

Objectives of the share buyback program:

o

reduce the Company’s capital through the cancellation of shares;

o

honor the Company’s obligations related to securities convertible or exchangeable into Company shares;

o

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;

o

deliver shares (by exchange, payment or otherwise) in connection with external growth operations; and

o

stimulate the secondary market or the liquidity of the TOTAL share under a liquidity agreement.

i. Legal framework: Implementation of this share buyback program, which is in line with Article L. 225-209 et seq. of the French Commercial Code, Article 241-1 et seq. of the General Regulation of the French Financial Markets Authority, and the provisions of European Regulation 2273 / 2003 of December 22, 2003, is subject to approval by the TOTAL S.A. Shareholders’ Meeting of May 16, 2014 through the fourth resolution which reads as follows:

“Upon presentation of the report of the Board of Directors and 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 tosub-delegate such powers under the conditions provided by law, to buy or sell shares of the Company as part of a share buyback program.

The purchase, sale or transfer of these shares can be completed by any means on regulated markets, multilateral trading facilities or over the counter, including 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.

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.

The maximum purchase price is set at70 per share.

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 ratio of the number of shares outstanding before the transaction to the number of shares outstanding after the transaction.

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.

144TOTAL S.A. Form 20-F 2013


Item 10 - Additional Information

Of the 2,377,678,160 shares outstanding as of December 31, 2013, the Company held 8,883,180 shares directly and 100,331,268 shares indirectly through its subsidiaries, for a total of 109,214,448. Under these circumstances, the maximum number of shares that the Company could buy back is 128,553,368 shares, and the maximum amount that the Company may spend to acquire such shares is8,998,735,760.

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:

o

securities convertible or exchangeable into Company shares,

o

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.

Share buybacks may also be motivated by any of the market practices allowed by the French Financial Markets Authority, namely, as of December 31, 2013:

o

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

o

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.

Based on these purposes, the shares of the Company acquired through this program may be:

o

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;

o

granted free of charge to the Group’s employees and to management of the Company or Group companies;

o

delivered to recipients of the Company’s share purchase options having exercised such options;

o

sold to employees, either directly or through Company savings plans;

o

delivered to the holders of securities that grant such rights to receive such shares, either through redemption, conversion, exchange, presentation of a warrant or in any other manner; or

o

used in any other manner that is consistent with the purposes stated in this resolution.

While they are held by the Company, such shares will be deprived of voting rights and dividend rights.

This authorization is granted for an 18-month period from the date of this Meeting. It renders ineffective, up to the unused portion, the fourth resolution of the Combined Shareholders’ Meeting held on May 17, 2013.

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.”

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.

The maximum number of shares that may be canceled 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.

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.”

ii. Conditions:

o

Maximum share capital to be purchased and maximum funds allocated to the transaction: The maximum number of shares that may be purchased under the authorization proposed to the Shareholders’ Meeting of May 16, 2014 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.

Before any share cancellation under the authorization given by the Shareholders’ Meeting of May 11, 2012, based on the number of shares

2013 Form 20-F TOTAL S.A.145


Item 10 - Additional Information

outstanding as of December 31, 2013 (2,377,678,160 shares), and given the 109,214,273 shares held by the Group as of February 28, 2014,i.e., 4.59% of the share capital, the maximum number of shares that may be purchased would be 128,553,543, representing a theoretical maximum investment of8,998,748,010 based on the maximum purchase price of70.

o

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.

o

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 16, 2014, the share buyback program may be implemented over an 18-month period following the date of this Meeting, and therefore expires on November 16, 2015.

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.

Other issues

Shareholders’ meetings

French companies may hold either ordinary or extraordinary shareholders’ meetings. Ordinary shareholders’ meetings are required for matters that are not specifically reserved by law to extraordinary shareholders’ meetings: the election of the members of the Board of Directors, the appointment of statutory auditors, the approval of a management report prepared by the Board of Directors, the approval of the consolidated and statutory annual financial statements, the declaration of dividends and the share purchase programs. Extraordinary shareholders’ meetings are required for approval of amendments to a company’s bylaws, modification of shareholders’ rights, mergers, increases or decreases in share capital, including a waiver of preferential

subscription rights, the creation of a new class of shares, the authorization of the issuance of investment certificates or securities convertible, exchangeable or redeemable into shares and for the sale or transfer of substantially all of a company’s assets.

The Company’s Board of Directors is required to convene an annual shareholders’ meeting for approval of the annual financial statements. This meeting must be held within six months of the end of the fiscal year. However, thePrésident of theTribunal de Commerceof Nanterre, the local French commercial court, may grant an extension of this six-month period. The Company may convene other ordinary and extraordinary shareholders’ meetings

at any time during the year. Meetings of shareholders may be convened by the Board of Directors or, if it fails to call a meeting, by the Company’s statutory auditors or by a court-appointed agent. A shareholder or group of shareholders holding at least 5% of the share capital, the employee committee or another interested party under certain exceptional circumstances, may request that the court appoint an agent. The notice of meeting must state the agenda for the meeting.

French Company Law requires that a preliminary notice of a listed company’s shareholders’ meeting be published in theBulletin des annonces légales obligatoires (“BALO”) at least thirty-five days prior to the meeting (or fifteen days if the Company is subject to a tender offer and the Company calls a shareholders’ meeting to approve measures, the implementation of which would be likely to cause such tender offer to fail). The preliminary notice must first be sent to the French Financial Markets Authority (Autorité des marchés financiers) (“AMF”) with an indication of the date it is to be published in the BALO.

The preliminary notice must include notably the agenda of the meeting and the proposed resolutions that will be submitted to a shareholders’ vote.

One or more shareholders holding a certain percentage of the Company’s share capital determined on the basis of a formula related to capitalization may propose to add on the shareholders’ meeting’s agenda new resolutions to be submitted to a shareholders’ vote and/or matters without a shareholders’ vote (points), provided that the text of the new resolutions or matters (i) be received by the Company no later than the twenty-fifth day preceding the meeting (or at least the tenth day in the event the Company is subject to a tender offer and the Company calls a shareholders’ meeting to approve measures, the implementation of which would be likely to cause such tender offer to fail), and (ii) be sent no later than the twentieth day after the publication date of the preliminary notice of the shareholders’ meeting. Eligible shareholders’ request to add new matters to the meeting’s agenda has to be duly motivated.

French Company Law also requires that the preliminary notice of a listed company’s shareholders’ meeting, as well as the additional resolutions and/or matters presented by the shareholders under the terms and conditions prescribed under French law, be published on the Company’s website during a period starting at the latest on the twenty-first day prior to the meeting (or the fifteenth day in the event the Company is subject to a tender offer and the Company calls a shareholders’ meeting to approve measures, the implementation of which would be likely to cause such tender offer to fail).

Notice of a shareholders’ meeting is sent by postal or electronic mail at least fifteen days (or six days if the Company is subject to a tender offer to approve measures, the implementation of which would likely cause such tender offer to fail) before the meeting to all holders of registered shares who have held their shares for more than one month. However, in the case where the original

2014 Form 20-F TOTAL S.A.161


Item 10 - 2. Memorandum and Articles of Association

meeting was adjourned because a quorum was not met, this time period is reduced to ten days (or four days if the Company is subject to a tender offer to approve measures, the implementation of which would be likely to cause such tender offer to fail).

Attendance and the exercise of voting rights at both ordinary and extraordinary shareholders’ meetings are subject to certain conditions. Pursuant to French Company Law, participation at shareholders’ meetingsin any form in Shareholders’ Meetings is subject to registration of participating shares. Shares must either be held in the condition that an entry of registration has been made, for the owner of registered shares, in

146TOTAL S.A. Form 20-F 2013


Item 10 - Additional Information

the recordsaccount maintained by the Company (or its securities agent) or forrecorded in bearer form in a securities account maintained by a financial intermediary. Proof of this registration is obtained under a certificate of participation (“attestation de participation”) delivered to the ownershareholder. Registration of bearerthe shares in the records of an authorized intermediary, in each case at 12:00 a.m.must be effective no later than midnight. (Paris time) on the third tradingsecond business day preceding the shareholders’ meeting. Fordate of the owner of bearerShareholders’ Meeting. If, after having received such a certificate, shares are sold or transferred prior to this record date, the registration is evidenced by a certificate of participation (attestation dewill 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) issued by the authorized intermediary. will remain valid and votes cast or proxies granted will be taken into account.

Subject to the above restrictions, all of the Company’s shareholders have the right to participate in the Company’s shareholders’ meetings, either in person or by proxy. Each shareholder may delegate voting authority to another shareholder, the shareholder’s spouse, or the companion with whom the shareholder has registered a civil partnership (PACS). Every shareholder may also delegate voting authority to any other individual or legal entity he or she may choose, provided, among other things, that a written proxy be provided to the Company. Shareholders may vote, either in person, by proxy, or by postal or electronic mail, and each is entitled to as many votes as he or she possesses or as many shares as he or she holds proxies for, subject to the voting rights limitations provided by the Company’s bylaws. If the shareholder is a legal entity, it may be represented by a legal representative. A shareholder may grant a proxy to the Company by returning a blank proxy form. In this last case, the chairman of the shareholders’ meeting may vote the shares in favor of all resolutions proposed or agreed to by the Board of Directors and against all others. The Company will send proxy forms to shareholders upon request. In order to be counted, proxies must be received at least three days prior to the shareholders’ meeting at the Company’s registered office or at another address indicated in the notice convening the meeting, or by 3:00 p.m. on the day prior to the shareholders’ meeting for electronic proxy forms. Under French Company Law, shares held by the Company or by entities controlled directly or indirectly by the Company are not entitled to voting rights. There is no requirement that a shareholder have a minimum number of shares in order to be able to attend or be represented at shareholders’ meetings.

Under French Company Law, a quorum requires the presence, in person or by proxy, including those voting by mail, of shareholders having at least 20% of the shares entitled to vote in the case of (i) an ordinary shareholders’ meeting, (ii) an extraordinary shareholders’ meeting where shareholders are voting on a capital increase by capitalization of reserves, profits or share premium, or (iii) an extraordinary shareholders’ meeting if the Company is subject to a tender offer in order to approve an issuance of warrants allowing the subscription, at preferential conditions, of shares of the Company and the free allotment of such warrants to

existing shareholders of the Company, the implementation of which would be likely to cause such tender offer to fail, or 25% of the shares entitled to vote in the case of any other extraordinary shareholders’ meeting. If a quorum is not present at any meeting, the meeting is adjourned. There is no quorum requirement when an ordinary shareholders’ meeting is reconvened, but the reconvened meeting may consider only questions that were on the agenda for the adjourned meeting. When an extraordinary shareholders’ meeting is reconvened, the quorum required is 20% of the shares entitled to vote, except where the reconvened meeting is considering capital increases through capitalization of reserves, profits or share premium or an issuance of warrants allowing the subscription, at preferential conditions, of shares of the Company and the free allotment of such warrants to existing shareholders of the Company, the implementation of which would

be likely to cause such tender offer to fail. For these matters, no quorum is required at the reconvened meeting. If a quorum is not present at a reconvened meeting requiring a quorum, then the meeting may be adjourned for a maximum of two months.

At an ordinary shareholders’ meeting, approval of any resolution requires the affirmative vote of a simple majority of the votes of the shareholders present or represented by proxy. The approval of any resolution at an extraordinary shareholders’ meeting requires the affirmative vote of a two-thirds majority of the votes cast, except that (i) any resolution to approve a capital increase by capitalization of reserves profits, or share premium, or (ii) any resolution, if the Company is subject to a tender offer in order to approve an issuance of warrants allowing the subscription, at preferential conditions, of shares of the Company and the free allotment of such warrants to existing shareholders of the Company, the implementation of which would be likely to cause such tender offer to fail, only requires the affirmative vote of a simple majority of the votes cast. Notwithstanding these rules, a unanimous vote is required to increase shareholders’ liabilities. Abstention from voting by those present or represented by proxy is counted as a vote against any resolution submitted to a vote.

As set forth in the Company’s bylaws, shareholders’ meetings are held at the Company’s registered office or at any other location specified in the written notice.

 

2.7.Thresholds to be declared according to the bylaws

Requirements for temporary transfer of securities

French Company Law provides that any legalAny individual or entity who directly or individual (with the exception of those described in paragraph IV- 3°of Article L. 233-7indirectly acquires a percentage of the French Commercial Code) holding aloneshare capital, voting rights or in concertrights 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.

In case the shares representingabove 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 of voting rights at Shareholders’ Meetings if, at a meeting, the failure to make a declaration is acknowledged and if one or more than 0.5%shareholders holding collectively at least 3% of the Company’s share capital or voting rights as a result of one or several temporary stock transfers or assimilated transactionsso request at that meeting.

All individuals and entities are also required to notify the Company in due form and within the meaning of Article L. 225-126time limits stated above when their direct or indirect holdings fall below each of the French Commercial Code is required to informthresholds mentioned in the Company and the AMF of the number of the shares that are temporarily possessed no later than the third business day preceding the shareholders’ meeting at midnight.first paragraph.

If such declaration is not made, the shares bought under any of the above described temporary stock transfers or assimilated transactions shall be deprived of their voting rights at the relevant shareholders’ meeting and at any shareholders’ meeting that would be held until such shares are transferred again or returned.

Ownership of shares by non-French persons

There is no limitation on the right of non-resident or foreign shareholders to own securities of the Company, either under French Company Law or under the bylaws of the Company.

Requirement for holdings exceeding certain percentages

French Company Law provides that any individual or entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 15%, 20%, 25%, 30%, 1/3, 50%, 2/3, 90%

162TOTAL S.A. Form 20-F 2014


Item 10 - 5. Taxation

or 95% of the outstanding shares or of the voting rights(1)attached to the shares, or that increases or decreases its shareholding or voting rights by any of the above percentages must notify the Company by registered letter, with return receipt, within four trading days of exceeding any of the above-mentioned thresholds, of the number of shares and voting rights it holds. An individual or entity must also notify the AMF within four trading days of exceeding any of the above-mentioned thresholds. When a

(1)

For the purposes of shareholding threshold declarations, pursuant to Article 223-11 of the General Regulation of the AMF, voting rights are calculated on the basis of all outstanding shares, whether or not these shares would have rights at a shareholders’ meeting.

2013 Form 20-F TOTAL S.A.147


Item 10 - Additional Information

shareholder exceeds such ownership thresholds, AMF rules also require disclosure of certain information relating to other financial instruments that could increase the shareholding of the individual or entity. In addition, every shareholder who, directlythe person required to make the notification referred to above shall also, when the thresholds of one-tenth, three-twentieths, one-fifth or indirectly, acting alone or in concert with others, acquires ownership or control of shares, French Company Law and AMF regulations impose additional reporting requirements on persons who acquire more than 10%, 15%, 20% or 25%one-quarter of the outstanding sharescapital or voting rights of a listed company. These persons must file a report with the company and the AMF before the end of the fifth trading day following the date they exceed the threshold. Such report, which the AMF makes public, sets forthare exceeded, declare the objectives the relevant shareholderthat it intends to pursue during the next six months and shall indicate the requested information listed in Article 223-17 of the AMF General Regulations. The declaration must be sent to the Company and delivered to the AMF, which makes it public, no later than the close of trading on the fourth trading day after the shareholding threshold has been crossed. Upon any change of intention within the six-month period following the filing of the report, the acquirer must filedeclaration, a new intentions reportdeclaration explaining the reasons for the following six-month period.change must be promptly sent to the Company and to the AMF, and made known to the public under the same conditions. Any shareholder who fails to comply with the above requirements (thresholds and intentions notifications) will have its voting rights in excess of such thresholds suspended for a period of two years from the date such shareholder complies with the notification requirements and may have all or part of its voting rights suspended for up to five years by the commercial court at the request of the Company’s Chairman, any of the Company’s shareholders or the AMF.

In addition, the Company’s bylaws provide that any person, whether a natural person or a legal entity, who comes to hold, directly or indirectly, 1% or more, or any multiple of 1%, of the Company’s share capital or voting rights or of securities that may give access to the Company’s share capital must notify the Company by registered letter with return receipt requested, within fifteen calendar days of exceeding any such threshold. Failure to comply with these notification provisions will result in the suspension of the voting rights attached to the shares exceeding the threshold held by the shareholder which should have been declared if such failure is acknowledged at a shareholders’ meeting and if the deprivation of the exceeding voting rights is requested at such shareholders’ meeting by one or more shareholders together holding shares representing at least 3% of the share capital or voting rights of the Company.

Any individual or legal entity whose direct or indirect holding of shares falls below each of the levels mentioned must also notify the Company in the manner and within the time limits set forth above.

Subject to certain limited exemptions, any person, or persons acting in concert, owning in excess ofcoming to hold more than 30% of the share capital or voting rights of the Company must initiate a public tender offer for the balance of the share capital, voting rights and securities giving access to such share capital or voting rights.

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 bylaws, charter, or internal regulations provide for more stringent conditions than the law governing changes in the Company’s share capital.

Under French Company Law, the Company may increase its share capital only with the approval of its shareholders at an extraordinary shareholders’ meeting (or with a delegation of authority from its shareholders). There are two methods to increase share capital: (i) by issuing additional shares, including the creation of a new class of securities and (ii) by increasing the nominal value of existing shares. The Company may issue additional shares for cash or for assets contributed in kind, upon the conversion of debt securities, or other securities giving access to its share capital, that it may have issued, by capitalization of its reserves, profits or issuance premiums.

Under French Company Law, the Company may decrease its share capital only with the approval of its shareholders at an extraordinary shareholders’ meeting (or with a delegation of authority from its shareholders). There are two methods to reduce share capital: (i) by reducing the number of shares outstanding, and (ii) by decreasing the nominal value of existing shares. The conditions under which the share capital may be reduced will vary depending upon whether the reduction is attributable to losses. The Company may reduce the number of outstanding shares either by an exchange of shares or by the repurchase and cancellation of its shares. If the reduction is attributable to losses, shares are canceled through offsetting the Company’s losses. Any decrease must meet the requirements of French Company Law, which states, among other things, that all the holders of shares in each class of shares must be treated equally, unless the affected shareholders otherwise agree.

3.Material Contracts

There have been no material contracts (not entered into in the ordinary course of business) entered into by members of the Group since March 26, 2012.2013.

4.Exchange Controls

Under current French exchange control regulations, no limits exist on the amount of payments that TOTAL may remit to residents of the United States. Laws and regulations concerning foreign exchange controls do require, however, that an accredited intermediary must handle all payments or transfer of funds made by a French resident to a non-resident.

5.Taxation

 

5.1.

General

This section generally summarizes the material U.S. federal income tax and French tax consequences of owning and disposing of shares and ADSs of TOTAL to U.S. Holders that hold their shares or ADSs as capital assets for tax purposes. A U.S. Holder is a beneficial owner of shares or ADSs that is (i) a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a domestic corporation or other domestic entity treated as a corporation for U.S. federal income tax purposes, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if a U.S. court can exercise primary

supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust.

This section does not apply to members of special classes of holders subject to special rules, including:

 

dealers in securities;

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

tax-exempt organizations;

life insurance companies;

(1)

For the purpose of shareholding threshold declarations, pursuant to Article 223-11 of the General Regulation of AMF, voting rights are calculated on the basis of all outstanding shares, whether or not these shares would have rights at a shareholders’ meeting.

2014 Form 20-F TOTAL S.A. 

dealers in securities;

163

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

tax-exempt organizations;

life insurance companies;

U.S. pension funds;

U.S. Regulated Investment Companies (RIC), Real Estate Investment Trusts (REIT), and Real Estate Mortgage Investment Conducts (REMIC);

persons liable for alternative minimum tax;

persons that actually or constructively own 10% or more of the share capital or voting rights in TOTAL;

persons that purchase or sell shares or ADSs as part of a wash sale for U.S. federal income tax purposes;

persons that hold the shares or ADSs as part of a straddle or a hedging or conversion transaction; or

persons whose functional currency is not the U.S. dollar.


Item 10 - 5. Taxation

U.S. pension funds;

U.S. Regulated Investment Companies (RIC), Real Estate Investment Trusts (REIT), and Real Estate Mortgage Investment Conducts (REMIC);

persons liable for alternative minimum tax;

persons that actually or constructively own 10% or more of the share capital or voting rights in TOTAL;

persons that purchase or sell shares or ADSs as part of a wash sale for U.S. federal income tax purposes;

persons that hold the shares or ADSs as part of a straddle or a hedging or conversion transaction; or

persons whose functional currency is not the U.S. dollar.

If a partnership holds ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of a partnership holding these ordinary shares or ADSs should consult their tax advisors as to the tax consequences of owning or disposing of ordinary shares or ADSs, as applicable.

Under French law, specific rules apply to trusts, in particular specific new tax and filing requirements as well as modifications to wealth, estate and gift taxes as they apply to trusts. Given the complex nature of these new rules and the fact that their application varies depending on the status of the trust, the grantor, the beneficiary and the assets held in the trust, the following summary does not address the tax treatment of ADSs or shares held in a trust. If ADSs or shares are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of ADSs or shares.

In addition, the discussion of the material French tax consequences is limited to U.S. Holders that (i) are residents of the United States for purposes of the Treaty (as defined below), (ii) do not maintain a permanent establishment or fixed base in France to which the shares or ADSs are attributable and through which the respective U.S. Holders carry on, or have carried on, a business (or, if the holder is an individual, performs or has performed independent personal services), and (iii) are otherwise eligible for the benefits of the Treaty in respect of income and gain from the

148TOTAL S.A. Form 20-F 2013


Item 10 - Additional Information

shares or ADSs. In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.

This section is based on the Internal Revenue Code of 1986 (“IRC”), as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, and with respect to the description of the material French tax consequences, the laws of the Republic of France and French tax regulations, all as currently in effect, as well as on the Convention Between the United States and the Republic of France for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital dated August 31, 1994 as amended (the “Treaty”). These laws, regulations and the Treaty are subject to change, possibly on a retroactive basis.

This discussion is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax effects of the ownership or disposition of the shares and ADSs and is not intended to substitute competent professional advice. Individual situations of holders of shares and ADSs may vary from the description made below. The following summary does not address the French tax treatment applicable to dividends paid in so-called “Non Cooperative Countries and Territories” (“NCCT”) within the meaning of Section 238-0 A of the French Tax Code. It does not apply to dividends paid to persons established or

domiciled in such a NCCT, or paid to a bank account opened in a financial institution located in such a NCCT.

Holders are urged to consult their own tax advisors regarding the U.S. federal, state and local, and French and other tax consequences of owning and disposing shares orADSs of TOTAL in their respective circumstances. In particular, a holder is encouraged to confirm with its advisor whether the holder is a U.S. Holder eligible for the benefits of the Treaty.

 

5.2.

Taxation of dividends

 

5.2.1.

French taxation

The term “dividends” used in the following discussion means dividends within the meaning of the Treaty.

Dividends paid to non-residents of France are in principle subject to a French withholding tax at a rate of 30%. , regardless of whether they are paid in cash, in shares or a mix of both.

However, under the Treaty, a U.S. Holder is generally entitled to a reduced rate of French withholding tax of 15% with respect to dividends, provided that certain requirements are satisfied.

Administrative guidelines (Bulletin Officiel des Finances Publiques, BOI-INT-DG-20-20-20-20-20120912) (the “Administrative Guidelines”) set forth the conditions under which the reduced French withholding tax at the rate of 15% may be available. The immediate application of the reduced 15% rate is available to those U.S. Holders that may benefit from the so-called “simplified procedure” (within the meaning of the Administrative Guidelines).

Under the “simplified procedure”, U.S. Holders may claim the immediate application of withholding tax at the rate of 15% on the dividends to be received by them, provided that:

 

 (i)they furnish to the U.S. financial institution managing their securities account a certificate of residence conforming with form No. 5000.5000-FR. The immediate application of the 15% withholding tax will be available only if the certificate of residence is sent to the U.S. financial institution managing their securities account no later than the dividend payment date.
Furthermore, each financial institution managing theU.S. Holders’ securities account must also send to the French paying agent the figure of the total amount of dividends to be received which are eligible to the reduced withholding tax rate before the dividend payment date; and
 (ii)the U.S. financial institution managing the U.S. Holder’s securities account provides to the French paying agent alist of the eligible U.S. Holders and other pieces of information set forth in the Administrative Guidelines. Furthermore, the financial institution managing the U.S. Holders’ securities account should certify that the U.S. Holder is, to the best of its knowledge, aUnited States resident within the meaning of the Treaty. These documents must be sent to the French payingagent within a time frame that will allow the French paying agent to file them no later than the end of thethird month computed as from the end of the month of the dividend payment date.

Where the U.S. Holder’s identity and tax residence are known by the French paying agent, the latter may release such U.S. Holder from furnishing to (i) the financial institution managing its securities account, or (ii) as the case may be, the U.S. Internal Revenue Service (“IRS”), the abovementioned certificate of residence, and apply the 15% withholding tax rate to dividends it pays to such U.S. Holder.

164TOTAL S.A. Form 20-F 2014


Item 10 - 5. Taxation

For a U.S. Holder that is not entitled to the “simplified procedure” and whose identity and tax residence are not known by the paying agent at the time of the payment, the 30% French withholding tax will be levied at the time the dividends are paid. Such U.S. Holder, however, may be entitled to a refund of the withholding tax in excess of the 15% rate under the “standard”, as opposed to the “simplified procedure”, provided that the U.S. Holder furnishes to the French paying agent an application for refund on forms No. 50005000-FR and 5001(or5001-FR (or any other relevant form to be issued by the French tax authorities) certified by the U.S. financial institution managing the U.S. Holder’s securities account (or, if not, by the competent U.S. tax authorities) before December 31 of the second year following the date of payment of the withholding tax at the 30% rate to the French tax authorities, according to the requirements provided by the Administrative Guidelines.

Copies of forms No. 50005000-FR and 50015001-FR (or any other relevant form to be issued by the French tax authorities) as well as the form of the certificate of residence and the U.S. financial institution certification, together with instructions, are available from the IRS and the French tax authorities.

These forms, together with instructions, will alsoare to be provided by the Depositary to all U.S. Holders of ADRs registered with the Depositary. The Depositary willis to use reasonable efforts to follow the procedures established by the French tax authorities for U.S. Holders to benefit from the immediate application of the 15% French withholding tax rate or, as the case may be, to recover the excess 15% French withholding tax initially withheld and deducted in respect of dividends distributed to them by TOTAL. To effect such benefit or recovery, the Depositary shall advise such U.S. Holder to return the relevant forms to it, properly completed and executed. Upon receipt of the relevant forms properly completed and executed by such U.S. Holder, the Depositary shall cause them to be filed with the appropriate French tax authorities, and upon receipt of any resulting remittance, the Depositary shall distribute to the U.S. Holder entitled thereto, as soon as practicable, the proceeds thereof in U.S. dollars.

2013 Form 20-F TOTAL S.A.149


Item 10 - Additional Information

The identity and address of the French paying agent are available from TOTAL.

In addition, subject to certain specific filing obligations, there is no withholding tax on dividend payments made by French companies to non-French collective investment funds formed under foreign law and established in a Member State of the European Union or in another State or territory, such as the United States, that has entered with France into an administrative assistance agreement for the purpose of combating fraud and tax evasion, and which fulfill the two following conditions:

 

o

the fund raises capital among a number of investors for the purpose of investing in accordance with a defined investment policy, in the interest of its investors; and

o

the fund has characteristics similar to those of collective investment funds organized under French law (open-end mutual fund (OPCVM), open-end real estate fund (OPCI) and closed-end investment companies (SICAF)).

the fund raises capital among a number of investors for the purpose of investing in accordance with a defined investment policy, in the interest of its investors; and

the fund has characteristics similar to those of collective investment funds organized under French law (open-end mutual fund (OPCVM), open-end real estate fund (OPCI) and closed-end investment companies (SICAF)).

Collective investment funds are urged to consult their own tax advisors to confirm whether they are eligible to such provisions and under which conditions.

 

5.2.2.

U.S. taxation

For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, the gross amount of any dividend a U.S. Holder must include in gross income equals the amount paid by TOTAL to the extent of the current and accumulated earnings and profits of TOTAL (as

determined for U.S. federal income tax purposes). The dividend will be income from foreign sources. Dividends paid to anon-corporate U.S. Holder that constitute qualified dividend income will be taxable to the holder at the preferential rates applicable to long-term capital gains provided that the shares or ADSs are held for more than sixty days during the 121-day period beginning sixty days before the ex-dividend date and the holder meets other holding period requirements. TOTAL believes that dividends paid by TOTAL with respect to its shares or ADSs will be qualified dividend income. The dividend will not be eligible for the dividends-received deduction allowed to a U.S. corporation under Section 243 of the Code. The dividend is taxable to the U.S. Holder when the holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. To the extent that an amount received by a U.S. Holder exceeds the allocable share of TOTAL’s current and accumulated earnings and profits, it will be applied first to reduce such holder’s tax basis in shares or ADSs owned by such holder and then, to the extent it exceeds the holder’s tax basis, it will constitute capital gain.

The amount of any dividend distribution includible in the income of a U.S. Holder equals the U.S. dollar value of the euro payment made, determined at the spot euro/dollar exchange rate on the date the dividend distribution is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars. Any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in the U.S. Holder’s income to the date the payment is converted into U.S. dollars will generally be treated as ordinary income or loss from sources within the United States and will not be eligible for the special tax rate applicable to qualified dividend income.

Subject to certain conditions and limitations, French taxes withheld in accordance with the Treaty will generally be eligible for credit against the U.S. Holder’s U.S. federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. In addition, special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a refund of the tax withheld is available to a U.S. Holder under French law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against such an individual’s United States federal income tax liability.

For this purpose, dividends distributed by TOTAL will constitute “passive income”, or, in the case of certain U.S. Holders, “general income”, which are treated separately from one another for purposes of computing the foreign tax credit allowable to the U.S. Holder. Alternatively, a U.S. Holder may claim all foreign taxes paid as an itemized deduction in lieu of claiming a foreign tax credit.

If a U.S. holder has the option to receive a distribution in shares (or ADSs) instead of cash, the distribution of shares (or ADSs) will be taxable as if the holder had received an amount equal to the fair market value of the distributed shares (or ADSs), and such holder’s tax basis in the distributed shares (or ADSs) will be equal to such amount.

 

5.3.

Taxation of disposition of shares

In general, a U.S. Holder will not be subject to French tax on any capital gain from the sale or exchange of the ADSs or redemption of the underlying shares unless those ADSs or shares form part of a business property of a permanent establishment or fixed base that the U.S. Holder has in France. Special rules may apply to individuals who are residents of more than one country.

2014 Form 20-F TOTAL S.A.165


Item 10 - 5. Taxation

A financial transaction tax applies, under certain conditions, to the acquisition of shares of publicly traded companies registered in France having a market capitalization over1 billion on December 1st of the year preceding the acquisition. A list of the companies within the scope of the financial transaction tax for 2014 has been2015 is published in a decree dated December 27, 2013.the French GuidelinesBulletin Officiel desFinances Publiques,BOI-ANNX-000467-20141226. TOTAL is included in this list. The tax also applies to the acquisition of ADRs evidencing ADSs. The financial transaction tax is due at a rate of 0.2% on the price paid to acquire the shares. The person or entity liable for the tax is generally the provider of investment services defined in Article L. 321-1 of the French Monetary and Financial Code (prestataire de services d’investissement). Investment service providers providing equivalent services outside France are subject to the tax under the same terms and conditions. Taxable transactions are broadly construed but several exceptions may apply. In general, non-income taxes, such as this financial transaction tax, paid by a U.S. Holder are not eligible for a foreign tax credit for U.S. federal income tax purposes. U.S. Holders should consult their own tax advisors as to the tax consequences and creditability of such financial transaction tax.

For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, a U.S. Holder generally will recognize capital gain or loss upon the sale or disposition of shares or ADSs equal to the difference between the U.S. dollar value of the amount realized on the sale or disposition and the holder’s tax basis, determined in U.S. dollars, in the shares or ADSs. The gain or loss generally will be U.S. source gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period of the shares or ADSs is more than one year at the time of the disposition. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates. The deductibility of capital losses is subject to limitation.

 

5.4.

Passive foreign investment status

TOTAL believes that the shares or ADSs will not be treated as stock of a passive foreign investment company, or PFIC, for United States federal income tax purposes, but this conclusion is a factual determination that is made annually and thus is subject to change. If TOTAL is treated as a PFIC, unless a U.S. Holder elects

150TOTAL S.A. Form 20-F 2013


Items 10 - 11

to be taxed annually on a mark-to-market basis with respect to the shares or ADSs, gain realized on the sale or other disposition of

the shares or ADSs would in general not be treated as capital gain. Instead, a U.S. Holder would be treated as if he or she had realized such gain and certain “excess distributions” ratably over the holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, in addition to which an interest charge in respect of the tax attributable to each such year would apply. With certain exceptions, a U.S. Holder’s shares or ADSs will be treated as stock in a PFIC if TOTAL were a PFIC at any time during his or her holding period in the shares or ADSs. Dividends paid will not be eligible for the preferential tax rates applicable to qualified dividend income if TOTAL is treated as a PFIC with respect to a U.S. Holder either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.

 

5.5.

French estate and gift taxes

In general, a transfer of ADSs or shares by gift or by reason of the death of a U.S. Holder that would otherwise be subject to French gift or inheritance tax, respectively, will not be subject to such French tax by reason of the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978 as amended, unless the donor or the transferor is domiciled in France at the time of making the gift, or at the time of his death, or if the ADSs or shares were used in, or held for use in, the conduct of a business through a permanent establishment or a fixed base in France.

5.6.

French wealth tax

The French wealth tax does not apply to a U.S. Holder (i) that is not an individual, or (ii) in the case of individuals who are eligible for the benefits of the Treaty and who own, alone or with related persons, directly or indirectly, TOTAL shares which give right to less than 25% of TOTAL’s earnings.

 

5.7.

U.S. state and local taxes

In addition to U.S. federal income tax, U.S. Holders of shares or ADSs may be subject to U.S. state and local taxes with respect to their shares or ADSs. U.S. Holders should consult their own tax advisors.

6.Dividends and Paying Agents

After BNP Paribas Securities Services performs centralizing procedures, dividends are paid through the accounts of financial intermediaries participating in Euroclear France’s direct payment procedures. The Bank of New York Mellon acts as paying agent for dividends distributedRefer to ADS holders.“Item 8 — 2.2. Dividend payment”, above.

Documents on Display

7.Documents on Display

TOTAL files annual, periodic, and other reports and information with the Securities and Exchange Commission. You may inspect any reports, statements or other information TOTAL files with the United States Securities and Exchange Commission (“SEC”) at the SEC’s public reference rooms by calling the SEC for more information at 1-800-SEC-0330. All of TOTAL’s SEC filings made

after December 31, 2001, are available to the public at the SEC website at http://www.sec.gov and from certain commercial document retrieval services. You may also inspect any document the Company files with the SEC at the offices of The New York Stock Exchange, 20 Broad Street, New York, New York 10005.

 

 

166TOTAL S.A. Form 20-F 2014


Items 11 - 12

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Please refer to Note 31 to the Consolidated Financial Statements included elsewhere herein for a qualitative and quantitative discussion of the Group’s exposure to market risks. Please also refer to Notes 29 and 30 to the Consolidated Financial Statements included elsewhere herein for details of the different derivatives owned by the Group in these markets.

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 Note 1 paragraph M and Notes 20, 28 and 29 to the Consolidated Financial Statements included elsewhere herein.

The financial performance of TOTAL is sensitive to a number of factors, the most significant being oil and gas prices, generally expressed in dollars, and exchange rates, in particular that of the dollar versus the euro. 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. The impact of changes in crude oil prices on the activities of the Refining & Chemicals and Marketing & Services activitiessegments depends upon the speed at which the prices of finished products adjust to reflect these changes. All of the Group’s activities are, to various degrees, sensitive to fluctuations in the dollar/euro exchange rate.

 

 

2013 Form 20-F TOTAL S.A.151


Items 12 - 15

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

American Depositary Receipts fees and charges

TheOn November 12, 2014, JPMORGAN CHASE BANK, N.A. was appointed successor depositary bank for the TOTAL S.A. ADR program, replacing the Bank of New York Mellon,Mellon.

JPMORGAN CHASE BANK, N.A., as a depositary, collects its fees for delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

 

Investors must pay:  For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)  

      Issuance of ADRs, including issuances resulting from a distribution of shares or rights or other property, stocks splits or mergers

      Cancellation of ADRs for the purpose of withdrawal, including if the deposit agreement terminates

A fee equivalent to the fee that would be payable if securities distributed to the investor had been shares and the shares had been deposited for issuance of ADSs  

      Distribution of securities distributed to holders of deposited securities that are distributed by the depositary to ADS registered holders

Registration or transfer fees  

      Transfer and registration of shares on the Company’s share register to or from the name of the depositary or its agent when the investor deposits or withdraws shares

Expenses of the depositary  

      Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)

      Converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes  

      As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities  

      As necessary

 

The depositary has agreed to reimburseprovide the Company with payments concerning, among other things, expenses (“Reimbursed Expenses”) incurred by the Company for the establishment and maintenance of the ADSADR program that include, but are not limited to, exchange listing fees, annual meeting expenses, standardout-of-pocket maintenance costs for the ADRs (e.g., the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls), shareholder identification, investor relations activities or programs in North America, accounting fees (such as external audit fees incurred in connection with the

Sarbanes-Oxley Act, the preparation of the Company’s Form 20-F and paid to the FASB and the PCAOB),

legal fees and other expenses incurred in connection with the preparation of regulatory filings and other documentation related to ongoing SEC, NYSE and U.S. securities law compliance. In certain instances, the depositary has agreed to provide additional payments to the Company based on certain applicable performance indicators relatingrelated to the ADR facility. There are limits on

During the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depositary collects from investors.

Fromcalendar year preceding March 16, 2013 to March 15, 2014,2015, the Company received net payments from the depositary a paymentdepositaries of $3,500,000.00 with respect to certain Reimbursed Expenses.approximately $4.2 million.

 

 

2014 Form 20-F TOTAL S.A.167


Items 13 - 16B

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF

SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

 

1.Disclosure controls and procedures

Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Group’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the Group’s disclosure controls and procedures, which are defined as those controls and procedures designed to ensure that information required to be disclosed in reports filed under the U.S. Securities Exchange Act of 1934, as

amended, is recorded, summarized and reported within specified time periods. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective

disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective to provide reasonable

152TOTAL S.A. Form 20-F 2013


Items 15 - 16C

assurance that information required to be disclosed in the reports that the Company files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

2.Management’s annual report on internal control over financial reporting

The Group’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, the effectiveness of an internal control system may change over time.

The Group’s management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting using the

criteria set forth in the Internal Control — Integrated Framework

(2013)issued in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of this evaluation, the Group’s management concluded that its internal control over financial reporting was effective as of December 31, 2013.2014.

The effectiveness of internal control over financial reporting as of December 31, 2013,2014, was audited by KPMG S.A. and Ernst & Young Audit, independent registered public accounting firms, as stated in their report on page F-2 of this Annual Report.

3.Changes in internal control over financial reporting

In 2014, the Group adapted its internal control system to the 2013 COSO framework, which superseded the 1992 COSO framework as from December 15, 2014.

With respect to Sarbanes-Oxley Act Section 404 (“Section 404”), the threshold used to determine entities subject to tests of controls was increased in Internal Control Over2014. In addition, the limits for qualification of internal control deficiencies were also increased, and the Group reinforced the controls applicable to equity consolidated affiliates.

These changes were made in order to reflect the evolution in TOTAL’s financial aggregates since the system’s implementation,

and to convert the threshold into US Dollars following the change, effective January 1, 2014, of the presentation currency of the Group’s Consolidated Financial ReportingStatements from the Euro to the US Dollar.

There were noThe above-mentioned changes did not materially modify the coverage of the Group’s consolidated financial aggregates with respect to Section 404.

No other changes in the Group’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that were reasonably likely to materially affect, the Group’s internal control over financial reporting.

The Group is exploring ways to adapt its internal control system to the 2013 COSO framework, which will replace the 1992 COSO framework as from December 15, 2014.

 

 

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Ms. Patricia Barbizet is the Audit Committee financial expert. Ms. Barbizet is an independent member of the Board of Directors in accordance with the NYSE listing standards applicable to TOTAL, as are the other members of the Audit Committee.

ITEM 16B. CODE OF ETHICS

At its meeting on February 18, 2004,October 30, 2012, the Board of Directors adopted a code of ethics that applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and the financial and accounting officers for its principal activities. A copy of this code of ethics is included as an exhibit to this Annual Report.

168TOTAL S.A. Form 20-F 2014


Items 16C - 16D

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

1.Fees for accountants’ services

During the fiscal years ended December 31, 20132014 and 2012,2013, fees for services provided by Ernst & Young Audit and KPMG were as follows:

 

  

KPMG

fiscal year

   

Ernst & Young Audit

fiscal year

   Ernst & Young Audit
fiscal year
   

KPMG

fiscal year

 
(M)  2013   2012   2013   2012 
(M$)  2014   2013   2014   2013 

Audit Fees

   15.2     14.3     18.4     18.5     24.7     24.4     20.8     20.2  

Audit-Related Fees(a)

   4.7     3.8     1.3     1.6     1.1     1.7     6.8     6.3  

Tax Fees(b)

   1.9     1.8     2.5     2.1  

Legal, Tax, Labor Law Fees(b)

   3.3     3.3     2.7     2.5  

All Other Fees(c)

   0.3          0.2     0.1          0.3          0.4  

Total

   22.1     19.9     22.4     22.3     29.1     29.7     30.3     29.4  

 

(a) 

Audit-related fees are generally fees billed for services that are closely related to the performance of the audit or review of financial statements. These include due diligence services related to business combinations, attestation services not required by statute or regulation, agreed upon or expanded auditing procedures related to accounting or billing records required to respond to or comply with financial, accounting or regulatory reporting matters, consultations concerning financial accounting and reporting standards, information system reviews, internal control reviews and assistance with internal control reporting requirements.

(b) 

Tax fees are fees for services related to international and domestic tax compliance, including the preparation of tax returns and claims for refund, tax planning and tax advice, including assistance with tax audits and tax appeals, and tax services regarding statutory, regulatory or administrative developments and expatriate tax assistance and compliance.

(c) 

All other fees are principally for risk management advisory services.

 

2.Audit Committee Pre-Approval Policy

Audit Committee Pre-Approval Policy

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that sets forth the procedures and the conditions pursuant to which services proposed to be performed by the statutory auditors may be pre-approved and that are not prohibited by regulatory or other professional requirements. This policy provides for both pre-approval of certain types of services through the use of an annual budget approved by the

Audit Committee for these types of services and special pre-

pre-approvalapproval of services by the Audit Committee on acase-by-case basis. The Audit Committee reviews on an annual basis the services provided by the statutory auditors. During 2013,2014, noaudit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to thede minimisexception to the pre-approval requirement provided by paragraph (c)(7)(i)(C) ofRule 2-01 of Regulation S-X.

 

2013 Form 20-F TOTAL S.A.153


Items 16D - 16G

 

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

TOTAL’s Audit Committee consists of four directors including three directors who meet the independence requirements under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and one who is exempt under such requirements pursuant to the Rule 10A-3(b)(1)(iv)(C) exemption for non-executive officer employees. The Audit Committee member exempt from the independence requirements under this rule is Mr. Charles Keller,

appointed as the director representing employee shareholders pursuant to Article L.225-23 of the French Commercial Code (see “Item 6 —C. Board Practices and Corporate Governance — 3.1. Audit Committee”). TOTAL’s reliance on such exemptions does not materially adversely affect the ability of the Audit Committee to act independently.

2014 Form 20-F TOTAL S.A.169


Items 16E - 16G

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

Period  

Total Number Of

Shares

Purchased

   

Average Price

Paid Per

Share ()

   

Total Number Of

Shares Purchased,

As Part Of Publicly

Announced

Plans Or

Programs(a)

   

Maximum Number

Of Shares That May

Yet Be Purchased

Under The Plans Or

Programs(b)

 

January 2013

                  128,201,798  

February 2013

                  128,201,823  

March 2013

                  128,201.943  

April 2013

                  129,282,275  

May 2013

                  129,282,925  

June 2013

                  129,282,940  

July 2013

   712,847     40.096     712,847     128,571,408  

August 2013

   3,701,353     40.662     3,701,353     124,873,894  

September 2013

                  128,504,419  

October 2013

                  128,525,844  

November 2013

                  128,543,449  

December 2013

                  128,553,368  

January 2014

                  128,556,625  

February 2014

                  128,572,574  
Period  

Total Number Of

Shares

Purchased

   

Average Price
Paid Per

Share ()

   

Total Number Of
Shares Purchased,

As Part Of Publicly
Announced Plans Or

Programs(a)

   

Maximum Number

Of Shares That May

Yet Be Purchased

Under The Plans Or

Programs(b)

 

January 2014

                  128,556,625  

February 2014

                  128,572,574  

March 2014

                  128,618,295  

April 2014

                  128,650,950  

May 2014

                  128,693,386  

June 2014

                  129,079,809  

July 2014

                  133,422,676  

August 2014

   4,386,300     48.517     4,386,300     129,044,305  

September 2014

                  129,091,092  

October 2014

                  129,094,699  

November 2014

                  129,104,355  

December 2014

                  129,165,339  

January 2015

                  129,266,822  

February 2015

                  129,291,634  

 

(a) 

The shareholders’ meeting of May 17, 2013,16, 2014, canceled and replaced the previous resolution from the shareholders’ meeting of May 11, 2012,17, 2013, authorizing the Board of Directors to trade in the Company’s own shares on the market for a period of eighteen months within the framework of the stock purchase program. The maximum number of shares that may be purchased by virtue of this authorization or under the previous authorization may not exceed 10% of the total number of shares constituting the share capital, this amount being periodically adjusted to take into account operations modifying the share capital after each shareholders’ meeting. Under no circumstances may the total number of shares the Company holds, either directly or indirectly through its subsidiaries, exceed 10% of the share capital.

(b) 

Based on 10% of the Company’s share capital, and after deducting the shares held by the Company for cancellation and the shares held by the Company to cover the share purchase option plans for Company employees and restricted share grants for Company employees, as well as after deducting the shares held by the subsidiaries.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

 

Summary of Significant Differences between French Corporate Governance Practices and the NYSE’s Corporate Governance Standards, as required by section 303A.11 of the NYSE Listed Company Manual.

 

1.Summary of Significant Differences between French Corporate Governance Practices and the NYSE’s Corporate Governance Standards, as required by section 303A.11 of the NYSE Listed Company Manual

1.1.

Overview

The following paragraphs provide a brief, general summary of significant ways in which our corporate governance practices differ from those required by the listing standards of the New York Stock Exchange (the “NYSE”) for U.S. companies that have common stock listed on the NYSE. While our management believes that our corporate governance practices are similar in many respects to those of U.S. domestic NYSE listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE Listed Company Manual, certain significant differences are described below.

The principal sources of corporate governance standards in France are the French Commercial Code (Code de Commerce), the French Financial and Monetary Code (Code monétaire et financier), as amended from time to time, and the regulations and recommendations provided by the French Financial Markets Authority (Autorité des marchés financiers, AMF), as well as a number of general recommendations and guidelines on corporate governance, most notably the Corporate Governance Code for

Listed Companies published in December 2008 (as amended in April 2010 and June 2013) by the principal French business confederations, the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France (MEDEF) (the “AFEP-MEDEF Code”).

The AFEP-MEDEF Code includes, among other things, recommendations relating to the role and operation of the board of directors (creation, composition and evaluation of the board of directors and the audit, compensation and nominating committees) and the independence criteria for board members. Articles L. 820-1et seq. of the French Commercial Code prohibits statutory auditors from providing certain non-audit services and defines certain criteria for the independence of statutory auditors. In France, the independence of statutory auditors is also monitored by an independent body, the High Council for Statutory Auditors (Haut Conseil du commissariat aux comptes).

For an overview of certain of our corporate governance policies, see “Item 6.6 — C. Board Practices and Corporate Governance”.

 

1.2.

Composition of Board of Directors; Independence

The NYSE listing standards provide that the board of directors of a U.S.-listed company must consist of a majority of independent

directors and that the audit committee, the nominating/corporate governance committee and the compensation committee must be composed entirely of independent directors. A director qualifies as independent only if the board affirmatively determines that the

154TOTAL S.A. Form 20-F 2013


Item 16G - Summary of Significant Corporate Governance Differences

director has no material relationship with the company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. In addition,Furthermore, as

170TOTAL S.A. Form 20-F 2014


Item 16G - Summary of Significant Corporate Governance Differences

discussed below, the listing standards enumerate a number of relationships that preclude independence. Furthermore, as discussed below, new rules under the listing standards that came into effect in 2013 require additional procedures in regards to the independence of directors who sit on the compensation committee. In addition, the listing standards enumerate a number of relationships that preclude independence.

French law does not contain any independence requirement for the members of the board of directors of a French company, except for the audit committee, as described below. The AFEP- MEDEFAFEP-MEDEF Code recommends, however, that (i) at least half of the members of the board of directors be independent in companies that have a dispersed ownership structure and no controlling shareholder, and (ii) at least a third of the members of the board of directors be independent in companies that have a controlling shareholder. Members of the board representing the employee shareholders, as well as members representing the employees, are not taken into account in order to determine these percentages. The AFEP-MEDEF Code states that a director is independent when “he or she has no relationship of any naturekind whatsoever with the company,corporation, its group or the management of either that may compromise the exercise ofcolour his or her freedom of judgment.” The AFEP-MEDEF Code also enumerates specific criteria for determining independence, which are on the whole consistent with the goals of the NYSE’s rules, including recent amendments, although the specific tests under the two standards may vary on some points.

Based on the proposalFor an overview of TOTAL’s Governance & Ethics Committee (formerly Nominating & Governance Committee), the Board of DirectorsDirectors’ assessment of TOTAL at its meeting on February 11, 2014, examined the independence of each of the Company’s Directors, as of December 31, 2013, relying on its assessmentincluding a description of the Board’s independence criteria, set forth in the AFEP-MEDEF Code. Therefer to “Item 6 — C. Board of Directors considered that all of the Directors of the Company are independent, with the exceptions of Mr. de Margerie, ChairmanPractices and Chief Executive Officer of the Company since May 21, 2010, and Mr. Desmarest, honorary Chairman (formerly Chairman of the Board of Directors until May 21, 2010), and noted that, as of February 11, 2014, 85%(1) of the Directors were independent.Corporate Governance — 5. Director independence”.

 

1.3.

Representation of women on corporate boards

Article L. 225-18-1 of the French Commercial Codecommercial law provides for legally binding quotas to boost the percentage of women on boards of directors of French-listed companies, requiring that women represent: (i) at least 20% following the first ordinary shareholders’ meeting held after January 1, 2014, and (ii) at least 40% following the first ordinary shareholders’ meeting held after January 1, 2017. Members of the board representing the employees are not taken into account in order to determine these percentages. When the board of directors consists of less than nine members, the difference between the number of directors of each gender atwhen the end of the 5-year period40% quota will apply should not be higher than two. Any appointment of a director made in violation of these rules shall be declared null and void and the payment of the directors’ compensation shall be suspended until the board composition complies with the law’s requirements (the management report shall also indicate the suspension of the directors’ compensation until the board composition complies with the law’s requirements). However, decisions of a board of directors

that fail to comply with these quotas may not be declared null and void. In addition, the AFEP-MEDEF Code recommends compliance with said 40% quota within a period of six years from the date of the 2010 annual ordinary shareholders’ meeting. As of February 11, 2014,2015, the Company’s Board had five female members (i.e., one-third(38.5%(1) of the Directors).

 

1.4.Board committees

1.4.1.

Board committeesOverview

Overview.The NYSE listing standards require that a U.S.-listed company have an audit committee, a nominating/corporate governance committee and a compensation committee. Each of these

committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. In addition,Furthermore, the NYSE adopted in 2013 new compensation committee rules, whichlisting standards require that, in addition to the independence criteria referenced above under “Composition of Board of Directors; Independence”, certain enumerated factors be taken into consideration when making a determination on the independence of directors on the compensation committee or when engaging advisors to the compensation committee.

With the exception of an audit committee, as described below, French law requires neither the establishment of board committees nor the adoption of written charters.

The AFEP-MEDEF Code recommends, however, that the board of directors sets up, in addition to an audit committee, a nominating committee and a compensation committee, indicating that the nominating and compensation committees may form only one committee. The AFEP-MEDEF Code also recommends that at least two-thirds of the audit committee members and a majority of the members of each of the compensation committee and the nominating committee be independent directors, it being specified that the chairman of the compensation committee should be independent.independent, and that the audit committee should not include any executive director.

TOTAL has established an Audit Committee, a Compensation Committee, a Governance &and Ethics Committee (formerly Nominating & Governance Committee), a Compensation Committee and a Strategic Committee, and considers allCommittee. As of December 31, 2014, the memberscomposition of these committees was as follows:

The Audit Committee had four members. With the exception of the director representing the employee shareholders, Mr. Keller (see “— 1.4.2. Audit committee”, below, and “Item 16D. Exemptions from the listing standards for audit committees”), all members of this committee have been deemed independent by the Board of Directors.

The Compensation Committee had four members (Mr. Desmarest withdrew from this Committee at the time of his appointment as Chairman of the Board of Directors). With the exception of Mr. Pébereau, who chairs the Committee, all members of this committee have been deemed independent by the Board of Directors. As Mr. Pébereau did not request the renewal of his directorship at the Shareholders’ Meeting to be held on May 29, 2015, the Compensation Committee, following the Shareholders’ Meeting of May 29, 2015, will have three members, all three being independent withdirectors.

The Governance and Ethics Committee had six members. With the exception of Mr. Desmarest, who is a memberchairs the Committee and Mr. Collomb, all members of this committee have been deemed independent by the CompensationBoard of Directors. As Mr. Collomb did not request the renewal of his directorship at the Shareholders’ Meeting to be held on May 29, 2015, the Governance and Ethics Committee will have five members following the Shareholders’ Meeting of May 29, 2015.

The Strategic Committee had six members. With the exception of Mr. Desmarest, who chairs the Committee and Ms. Lauvergeon, all members of this committee have been deemed independent by the Board of Directors. As Ms. Lauvergeon did not request the renewal of her directorship at the Shareholders’ Meeting of May 29, 2015, she will leave the Strategic Committee and chairsfollowing the Shareholders’ Meeting. In addition, at its meeting of

(1)

As per French law and the AFEP-MEDEF Code, the director representing employees shall be excluded for the computation of the gender percentage. As of February 11, 2015, the gender percentage is 38.5%, because five Board seats are held by women out of a total of thirteen seats (excluding the director representing the employees of TOTAL’s Board of Directors).

2014 Form 20-F TOTAL S.A.171


Item 16G - Summary of Significant Corporate Governance & Ethics Committee, and Mr. de Margerie, who chairs the Strategic Committee. Differences

February 11, 2015, and further to a proposal by the Governance and Ethics Committee, the Board of Directors decided that Mr. Pouyanné, Chief Executive Officer, shall become a member of the Strategic Committee, subject to the approval of his appointment as a director by the Shareholders’ Meeting of May 29, 2015.

For the text of the charters that define the scope of each committee’s activity as well asand the membershipindependence assessment of each committee,member, see “Item 6.6 — C. Board Practices and Corporate Governance”Governance — 3. Committees of the Board of Directors”.

The NYSE listing standards also require that the audit, nominating/corporate governance and compensation committees of a U.S.-listed company be vested with decision-making powers on certain matters. Under French law, these committees are advisory in nature and have no decision-making authority. Board committees are responsible for examining matters within the scope of their charter and making recommendations on these matters to the board of directors. Under French law, the board of directors has the final decision-making authority.

Audit committee.

1.4.2.Audit committee

The NYSE listing standards contain detailed requirements for the audit committees of U.S.-listed companies. Some, but not all, of these requirements also apply to non-U.S.-listed companies, such as TOTAL.

French law requires the board of directors of companies listed in France to establish an audit committee (Article L. 823-19 of the French Commercial Code), at least one member of which must be an independent director and must be competent in finance or

(1)

Not including the director representing employee shareholders, according to the recommendations made in the AFEP-MEDEF Code.

2013 Form 20-F TOTAL S.A.155


Item 16G - Summary of Significant Corporate Governance Differences

accounting. The AFEP-MEDEF Code provides that at leasttwo-thirds of the directors on the audit committee be independent and that the audit committee should not include any executive director. Under NYSE rules, in the absence of an applicable exemption, audit committees are required to comply with in the independence requirements of Rule 10A-3 of the Exchange Act. TOTAL’s Audit Committee consists of four directors including three directors who meet the independence requirements under Rule 10A-3, and one who is exempt under such requirements pursuant to theRule 10A-3(b)(1)(iv)(C) exemption for non-executive officer employees. The Audit Committee member exempt from the independence requirements under this rule is Mr. Keller, the director representing employee shareholders (see “Item 6 — C. Board Practices and Corporate Governance — 3.1. Audit Committee”).

Pursuant to French law and the AFEP-MEDEF Code, the audit committee is responsible for, among other things, reviewing the financial statements and ensuring the relevance and consistency of accounting methods used in drawing up the consolidated and corporate accounts, examining the company’s risk exposure and material off-balance sheet commitments and the scope of consolidation, monitoring the process for the preparation of financial information, monitoring the efficiency of internal control procedures and risk management systems, managing the process of selecting statutory auditors, expressing an opinion on the amount of their fees and monitoring compliance with rules designed to ensure auditor independence, regularly interviewing statutory auditors without the executive management being present and calling upon outside experts if necessary.

Although the audit committee requirements under French law and recommendations under the AFEP-MEDEF Code are less detailed than those contained in the NYSE listing standards, the NYSE listing standards, French law and the AFEP-MEDEF Code share the goal of establishing a system for overseeing the company’s accounting that is independent from management and that ensures auditor

independence. As a result, they address similar topics, and there is some overlap.

For the specific tasks performed by the Audit Committee of TOTAL that exceed those required by French law and those recommended by the AFEP-MEDEF Code, see “Item 6.6 — C. Board Practices and Corporate Governance — 3.1. Audit Committee”.

One structural difference between the legal status of the audit committee of a U.S.-listed company and that of a French-listed company concerns the degree of the committee’s involvement in managing the relationship between the company and the auditor. French law requires French companies that publish consolidated financial statements, such as TOTAL S.A., to have twoco-auditors. While the NYSE listing standards require that the audit committee of a U.S.-listed company have direct responsibility for the appointment, compensation, retention and oversight of the work of the auditor, French law provides that the election of the co-auditors is the sole responsibility of the shareholders duly convened at a shareholders’ meeting. In making their decision, the shareholders may rely on proposals submitted to them by the board of directors, the decision of the latter being taken upon consultation with the audit committee. The shareholders elect the auditors for an audit period of six fiscal years. The auditors may only be dismissed by a court and only on grounds of professional negligence or incapacity to perform their mission.

 

1.5.

Meetings of non-management directors

The NYSE listing standards require that the non-management directors of a U.S.-listed company meet at regularly scheduled executive sessions without management. French law does not contain such a requirement. The AFEP-MEDEF Code recommends, however, that non-executive directors should havemeet periodically without the opportunity to meet outside the presence of executive directors, and that theor “in-house” directors. The internal rules of procedureoperation of the Boardboard of Directors shoulddirectors must provide for onesuch a meeting of this kind peronce a year, duringat which time the performanceevaluation of the Chairman, the Chief Executive Officerchairman’s, chief executive officer’s and deputy chief executive officer’s respective performance is to be carried out, and the Deputy Chief Executive Officer(s) would be evaluated, and which would be an opportunityparticipants are to reflect periodically on the future of the Company’scompany’s executive management.

Although the rules of procedure of the Company’s Board of Directors do not expressly provide that one meeting of the non-executive directors be held per year without the participation of the executive or “in house” directors, the Board of Directors’ practice constitutes a mechanism whichthat has the same effect as the recommendation made in the AFEP-MEDEF Code. In fact, at its meeting held each year in February, the Board of Directors evaluates the performances of the Chairman and Chief Executive Officer and, where applicable, reflects on the future of the Company’s management. When these particular matters are reviewed, the Chairman and Chief Executive Officer (who is not a director) as well as the members of the Executive Committee present at the meeting (that are not executive and non-executive directors), leave the Board meeting. The Honorary Chairman then serves as Chairman of the Board with regard to these matters.

 

1.6.

Disclosure

The NYSE listing standards require U.S.-listed companies to adopt, and post on their websites, a set of corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession, and an annual performance evaluation of the board. In addition, the chief executive officer of a U.S.-listed company must certify to the NYSE annually that he or she is not aware of any violations by the company of the NYSE’s corporate governance listing standards.

172TOTAL S.A. Form 20-F 2014


Items 16H - 19

French law requires neither the adoption of such guidelines nor the provision of such certification. The AFEP-MEDEF Code recommends, however, that the board of directors of a French-listed company performs an annual review of its operation and that a formal evaluation possibly with the assistance of an outside consultant, be undertakenat least once every three years, implemented under the leadership of the appointments or nominations committee or an independent director, with help from an external consultant (which for TOTAL took place in early 2013) with the assistance of an outside consultant, and. The AFEP-MEDEF Code also recommends that the board of directors reviewsreview its composition, organization and operation and that shareholders be informed of these evaluations each year in the annual report. In addition, Article L. 225-37 of the French Commercial Code provides that the chairman of the board of directors annually describesmust describe in a report to the shareholders the composition of the board and the balanced representation of men and women in the board, the preparation and organization of the board’s work, as well as the internal controlscontrol and risk management procedures implemented by the company. The AFEP-MEDEF Code also addresses deontologyincludes ethical rules that theconcerning which directors are expected to comply with.comply.

1.7.

Code of business conduct and ethics

The NYSE listing standards require each U.S.-listed company to adopt, and post on its website, a code of business conduct and ethics for its directors, officers and employees. There is no similar requirement under French law. However, under the SEC’s rules and regulations, all companies required to submit periodic reports to the SEC, including TOTAL, must disclose in their annual reports whether they have adopted a code of ethics for their principal executive officer and senior financial officers. In addition, they must file a copy of the code with the SEC, post the text of the code on their website or undertake to provide a copy upon request to any person without charge. There is significant, though not complete, overlap between the code of ethics required by the NYSE listing standards and the code of ethics for senior financial officers required by the SEC’s rules. For a discussion of the code of ethics adopted by TOTAL, see “Item 6. C. Board Practices and Corporate Governance” and “Item 16B. Code of Ethics”.

 

156TOTAL S.A. Form 20-F 2013


Items 16H - 19

 

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The following financial statements, together with the report of Ernst & Young Audit and KPMG S.A. thereon, are held as part of this annual report.

 

   Page 

Report of Independent Registered Public Accounting Firms on the Consolidated Financial Statements

   F-1  

Report of Independent Registered Public Accounting Firms on the Internal Control over Financial Reporting

   F-2  

Consolidated Statement of Income for the Years Ended December 31, 2014, 2013 2012 and 20112012

   F-3  

Consolidated Statement of Comprehensive Income for the Years Ended December 31, 2014, 2013 2012 and 20112012

   F-4  

Consolidated Balance Sheet at December 31, 2014, 2013 2012 and 20112012

   F-5  

Consolidated Statement of Cash Flow for the Years Ended December 31, 2014, 2013 2012 and 20112012

   F-6  

Consolidated Statement of Changes in Shareholders’ Equity for the Years Ended December  31, 2014, 2013 2012 and 20112012

   F-7  

Notes to the Consolidated Financial Statements

   F-8  

Supplemental Oil and Gas Information (Unaudited)

   S-1  

Schedules have been omitted since they are not required under the applicable instructions or the substance of the required information is shown in the financial statements.

ITEM 19. EXHIBITS

The following documents are filed as part of this annual report:

 

1

  Bylaws (Statuts) of TOTAL S.A. (as amended through December 31, 2013)2014).

2

  The total amount of long-term debt securities authorized under any instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. We hereby agree to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of long-term debt of the Company or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.

7.1

  Ratio of earnings to fixed charges.

7.2

  Computation of earnings to fixed charges.

8

  List of Subsidiaries (see Note 35 to the Consolidated Financial Statements included in this Annual Report).

11

  Code of Ethics (incorporated by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2005, filed on April 20, 2006).Ethics.

12.1

  Certification of Chairman and Chief Executive Officer.

12.2

  Certification of Chief Financial Officer.

13.1

  Certification of Chairman and Chief Executive Officer.

13.2

  Certification of Chief Financial Officer.

1515.1

  Consent of ERNST & YOUNG AUDIT and of KPMG S.A.

15.2

Consent of DeGolyer and MacNaughton.

15.3

Third party report of DeGolyer and MacNaughton.

2014 Form 20-F TOTAL S.A.173


SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

TOTAL S.A.

By:

 

/s/ CHRISTOPHE DE MARGERIEPATRICK POUYANNÉ

 Name: Christophe de MargeriePatrick Pouyanné
 Title: Chairman and Chief Executive Officer

Date: March 27, 201426, 2015

 

2013174TOTAL S.A. Form 20-F TOTAL S.A.1572014


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

ON THE CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 20132014

The Board of Directors and Shareholders,

We have audited the accompanying consolidated balance sheets of TOTAL S.A. and subsidiaries (“the Company”) as of December 31, 2014, 2013 2012 and 2011,2012, and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for each of the years in the three-yearthree year period ended December 31, 2013.2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2014, 2013 2012 and 2011,2012, and the consolidated results of its operations and its consolidated cash flows for each of the years in the three-yearthree year period ended December 31, 2013,2014, in conformity with International Financial Reporting Standards as adopted by the European Union and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

As discussed in the “Introduction” to the notes to the consolidated financial statements, the Company has changed its method of accounting for employee benefits as a resultthe presentation currency of the mandatory application ofconsolidated financial statements from the revised standard IAS 19 – Employee Benefits.euro to the U.S. dollar.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013,2014, based on criteria established in Internal Control Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 6, 20142, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Paris La Défense, March 6, 20142, 2015

 

KPMG Audit

A division of KPMG S.A.

  ERNST & YOUNG Audit

/s/    JMAYICHEL NPIRSIMLOOIETTE

  

/s/    PVASCALALéRIE MBACIOCEESSON

/s/    YVON SALAüN

  

/s/    LAURENT VMITSEIANNAY

Jay Nirsimloo

Michel Piette
  Pascal MacioceValérie BessonYvon Salaün  Laurent VitseMiannay

Partner

Partner  Partner  Partner

 

20132014 Form 20-F TOTAL S.A. F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

ON THE INTERNAL CONTROL OVER FINANCIAL REPORTING

Year ended December 31, 20132014

The Board of Directors and Shareholders,

We have audited TOTAL S.A. and subsidiaries’ (“the Company”) internal control over financial reporting as of December 31, 2013,2014, based on criteria established inInternal Control — Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2014, based on criteria established inInternal Control Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2014, 2013 2012 and 20112012, and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2013,2014, and our report dated March 6, 20142, 2015 expressed an unqualified opinion on those consolidated financial statements.

Paris La Défense, March 6, 20142, 2015

 

KPMG Audit

A division of KPMG S.A.

  ERNST & YOUNG Audit

/s/    JMAYICHEL NPIRSIMLOOIETTE

  

/s/    PVASCALALéRIE MBACIOCEESSON

/s/    YVON SALAüN

  

/s/    LAURENT VMITSEIANNAY

Jay NirsimlooMichel Piette

  Pascal Macioce

Valérie Besson

Yvon Salaün  Laurent VitseMiannay

Partner

Partner

  Partner  Partner

 

F-2 TOTAL S.A. Form 20-F 20132014


CONSOLIDATED STATEMENT OF INCOMEConsolidated statement of income

 

TOTAL

 

For the year ended December 31, (M€)(a)     2013 2012 2011 
For the year ended December 31, (M$)(a)     2014 2013 2012 

Sales

   (Notes 4 & 5  189,542    200,061    184,693     (notes 4 & 5  236,122   251,725   257,037 

Excise taxes

    (17,887  (17,762  (18,143    (24,104  (23,756  (22,821

Revenues from sales

    171,655    182,299    166,550      212,018   227,969   234,216 

Purchases net of inventory variation

   (Note 6  (121,113  (126,798  (113,892

Purchases, net of inventory variation

   (note 6  (152,975  (160,849  (162,908

Other operating expenses

   (Note 6  (21,687  (22,784  (19,792   (note 6  (28,349  (28,764  (29,273

Exploration costs

   (Note 6  (1,633  (1,446  (1,019   (note 6  (1,964  (2,169  (1,857

Depreciation, depletion and amortization of tangible assets and mineral interests

    (9,031  (9,525  (7,506    (19,656  (11,994  (12,237

Other income

   (Note 7  1,725    1,462    1,946     (note 7  2,577   2,290   1,897 

Other expense

   (Note 7  (2,105  (915  (1,247   (note 7  (954  (2,800  (1,178

Financial interest on debt

    (670  (671  (713    (748  (889  (863

Financial income from marketable securities & cash equivalents

    64    100    273      108   85   128 

Cost of net debt

   (Note 29  (606  (571  (440   (note 29)  (640  (804  (735

Other financial income

   (Note 8  524    558    609     (note 8  821   696   717 

Other financial expense

   (Note 8  (529  (499  (429   (note 8  (676  (702  (641

Equity in income (loss) of affiliates

   (Note 12  2,571    2,010    1,925  

Equity in net income (loss) of affiliates

   (note 12  2,662   3,415   2,582 

Income taxes

   (Note 9  (11,110  (13,035  (14,091   (note 9  (8,614  (14,767  (16,747

Consolidated net income

    8,661    10,756    12,614      4,250   11,521   13,836 

Group share

    8,440    10,609    12,309      4,244   11,228   13,648 

Non-controlling interests

    221    147    305      6   293   188 

Earnings per share ()

    3.73    4.70    5.48  

Fully-diluted earnings per share ()

    3.72    4.68    5.45  

Earnings per share ($)

    1.87   4.96   6.05 

Fully-diluted earnings per share ($)

    1.86   4.94   6.02 

 

(a)

Except for per share amounts.

 

20132014 Form 20-F TOTAL S.A. F-3


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEConsolidated statement of comprehensive income

 

TOTAL

 

For the year ended December 31, (M€)  2013 2012 2011 
For the year ended December 31, (M$)  2014 2013 2012 

Consolidated net income

   8,661    10,756    12,614     4,250   11,521   13,836 

Other comprehensive income

        

Actuarial gains and losses

   513    (911  (533   (1,526  682   (1,171

Tax effect

   (216  362    191     580   (287  465 

Currency translation adjustment generated by the parent company

   (9,039  3,129   1,324 

Items not potentially reclassifiable to profit and loss

   297    (549  (342   (9,985  3,524   618 

Currency translation adjustment

   (2,199  (702  1,483     4,245   (1,925  (397

Available for sale financial assets

   25    (338  337     (29  33   (435

Cash flow hedge

   117    65    (84   97   156   83 

Share of other comprehensive income of equity affiliates, net amount

   (857  160    (15   (1,538  (805  249 

Other

   (4  (14  (3   3   (12  (18

Tax effect

   (47  63    (55   (18  (62  82 

Items potentially reclassifiable to profit and loss

   (2,965  (766  1,663     2,760   (2,615  (436

Total other comprehensive income (net amount) (Note 17)

   (2,668  (1,315  1,321  

Total other comprehensive income (net amount)(note 17)

   (7,225  909   182 

Comprehensive income

   5,993    9,441    13,935 ��   (2,975  12,430   14,018 

— Group share

   5,910    9,334    13,585     (2,938  12,193   13,848 

— Non-controlling interests

   83    107    350     (37  237   170 

 

F-4 TOTAL S.A. Form 20-F 20132014


CONSOLIDATED BALANCE SHEETConsolidated balance sheet

 

TOTAL

 

As of December 31, (M€)     2013 2012 2011 
As of December 31, (M$)     2014 2013 2012 

ASSETS

          

Non-current assets

          

Intangible assets, net

   (Notes 5 & 10  13,341    12,858    12,413     (notes 5 & 10)  14,682   18,395   16,965 

Property, plant and equipment, net

   (Notes 5 & 11  75,759    69,332    64,457     (notes 5 & 11)  106,876   104,480   91,477 

Equity affiliates : investments and loans

   (Note 12  14,804    13,759    12,995  

Equity affiliates: investments and loans

   (note 12)  19,274   20,417   18,153 

Other investments

   (Note 13  1,207    1,190    3,674     (note 13)  1,399   1,666   1,571 

Hedging instruments of non-current financial debt

   (Note 20  1,028    1,626    1,976     (note 20)  1,319   1,418   2,145 

Deferred income taxes

   (Note 9  2,810    2,279    2,070     (note 9)  4,079   3,838   2,982 

Other non-current assets

   (Note 14  3,195    2,663    2,457     (note 14)  4,192   4,406   3,513 

Total non-current assets

    112,144    103,707    100,042      151,821   154,620   136,806 

Current assets

          

Inventories, net

   (Note 15  16,023    17,397    18,122     (note 15)  15,196   22,097   22,954 

Accounts receivable, net

   (Note 16  16,984    19,206    20,049     (note 16)  15,704   23,422   25,339 

Other current assets

   (Note 16  10,798    10,086    10,767     (note 16)  15,702   14,892   13,307 

Current financial assets

   (Note 20  536    1,562    700     (note 20)  1,293   739   2,061 

Cash and cash equivalents

   (Note 27  14,647    15,469    14,025     (note 27)  25,181   20,200   20,409 

Assets classified as held for sale

   (Note 34  2,359    3,797         (note 34)  4,901   3,253   5,010 

Total current assets

    61,347    67,517    63,663      77,977   84,603   89,080 

Total assets

    173,491    171,224    163,705      229,798   239,223   225,886 

LIABILITIES & SHAREHOLDERS’ EQUITY

          

Shareholders’ equity

          

Common shares

    5,944    5,915    5,909      7,518   7,493   7,454 

Paid-in surplus and retained earnings

    74,449    70,116    65,430      94,646   98,254   92,485 

Currency translation adjustment

    (4,385  (1,504  (1,004    (7,480  (1,203  (1,696

Treasury shares

    (3,379  (3,342  (3,390    (4,354  (4,303  (4,274

Total shareholders’ equity — Group share

   (Note 17  72,629    71,185    66,945     (note 17)  90,330   100,241   93,969 

Non-controlling interests

    2,281    1,280    1,352      3,201   3,138   1,689 

Total shareholders’ equity

    74,910    72,465    68,297      93,531   103,379   95,658 

Non-current liabilities

          

Deferred income taxes

   (Note 9  12,943    12,132    11,855     (note 9)  14,810   17,850   16,006 

Employee benefits

   (Note 18  3,071    3,744    3,385     (note 18)  4,758   4,235   4,939 

Provisions and other non-current liabilities

   (Note 19  12,701    11,585    10,909     (note 19  17,545   17,517   15,285 

Non-current financial debt

   (Note 20  25,069    22,274    22,557     (note 20)  45,481   34,574   29,392 

Total non-current liabilities

    53,784    49,735    48,706      82,594   74,176   65,622 

Current liabilities

          

Accounts payable

    21,958    21,648    22,086      24,150   30,282   28,563 

Other creditors and accrued liabilities

   (Note 21  13,821    14,698    14,774     (note 21)  16,641   18,948   19,316 

Current borrowings

   (Note 20  8,116    11,016    9,675     (note 20)  10,942   11,193   14,535 

Other current financial liabilities

   (Note 20  276    176    167     (note 20)  180   381   232 

Liabilities directly associated with the assets classified as held for sale

   (Note 34  626    1,486         (note 34)  1,760   864   1,960 

Total current liabilities

    44,797    49,024    46,702      53,673   61,668   64,606 

Total liabilities and shareholders’ equity

    173,491    171,224    163,705      229,798   239,223   225,886 

 

20132014 Form 20-F TOTAL S.A. F-5


CONSOLIDATED STATEMENT OF CASH FLOWConsolidated statement of cash flow

 

TOTAL

(Notenote 27)

 

For the year ended December 31, (M€)  2013 2012 2011 
For the year ended December 31, (M$)  2014 2013 2012 

CASH FLOW FROM OPERATING ACTIVITIES

        

Consolidated net income

   8,661    10,756    12,614     4,250   11,521   13,836 

Depreciation, depletion and amortization

   10,058    10,481    8,628     20,859   13,358   13,466 

Non-current liabilities, valuation allowances and deferred taxes

   1,171    1,470    1,632  

Non-current liabilities, valuation allowances, and deferred taxes

   (1,980  1,567   1,889 

Impact of coverage of pension benefit plans

       (362               (465

(Gains) losses on disposals of assets

   (68  (1,321  (1,590   (1,979  (80  (1,715

Undistributed affiliates’ equity earnings

   (583  211    (107   29   (775  272 

(Increase) decrease in working capital

   1,930    1,084    (1,739   4,480   2,525   1,392 

Other changes, net

   304    143    98     (51  397   183 

Cash flow from operating activities

   21,473    22,462    19,536     25,608   28,513   28,858 

CASH FLOW USED IN INVESTING ACTIVITIES

        

Intangible assets and property, plant and equipment additions

   (22,400  (19,905  (17,950   (26,320  (29,748  (25,574

Acquisitions of subsidiaries, net of cash acquired

   (16  (191  (854   (471  (21  (245

Investments in equity affiliates and other securities

   (1,318  (898  (4,525   (949  (1,756  (1,152

Increase in non-current loans

   (2,188  (1,949  (1,212   (2,769  (2,906  (2,504

Total expenditures

   (25,922  (22,943  (24,541   (30,509  (34,431  (29,475

Proceeds from disposals of intangible assets and property, plant and equipment

   1,329    1,418    1,439     3,442   1,766   1,822 

Proceeds from disposals of subsidiaries, net of cash sold

   1,995    352    575     136   2,654   452 

Proceeds from disposals of non-current investments

   248    2,816    5,691     1,072   330   3,618 

Repayment of non-current loans

   1,242    1,285    873     1,540   1,649   1,651 

Total divestments

   4,814    5,871    8,578     6,190   6,399   7,543 

Cash flow used in investing activities

   (21,108  (17,072  (15,963   (24,319  (28,032  (21,932

CASH FLOW USED IN FINANCING ACTIVITIES

        

Issuance (repayment) of shares:

        

—Parent company shareholders

   365    32    481     420   485   41 

—Treasury shares

   (179  (68       (289  (238  (88

Dividends paid:

        

—Parent company shareholders

   (5,367  (5,184  (5,140   (7,308  (7,128  (6,660

—Non controlling interests

   (118  (104  (172

—Non-controlling interests

   (154  (156  (133

Other transactions with non-controlling interests

   1,621    1    (573   179   2,153     

Net issuance (repayment) of non-current debt

   8,359    5,279    4,069     15,786   11,102   6,780 

Increase (decrease) in current borrowings

   (6,804  (2,754  (3,870   (2,374  (9,037  (3,540

Increase (decrease) in current financial assets and liabilities

   978    (947  896     (351  1,298   (1,217

Cash flow used in financing activities

   (1,145  (3,745  (4,309   5,909   (1,521  (4,817

Net increase (decrease) in cash and cash equivalents

   (780  1,645    (736   7,198   (1,040  2,109 

Effect of exchange rates

   (42  (201  272     (2,217  831   153 

Cash and cash equivalents at the beginning of the period

   15,469    14,025    14,489     20,200   20,409   18,147 

Cash and cash equivalents at the end of the period

   14,647    15,469    14,025     25,181   20,200   20,409 

 

F-6 TOTAL S.A. Form 20-F 20132014


CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYConsolidated statement of changes in shareholders’ equity

 

TOTAL

 

   Common shares
issued
  Paid-in surplus
and retained
earnings
  Currency
translation
adjustment
  Treasury shares  Shareholders’
equity-Group
share
  Non-controlling
interests
  Total
shareholders’
equity
 
(M€) Number  Amount    Number  Amount    

As of January 1, 2011 before IAS 19 R application

  2,349,640,931    5,874    60,538    (2,495  (112,487,679  (3,503  60,414    857    61,271  

IAS 19 R impacts

          (766              (766  (1  (767

As of January 1, 2011 after IAS 19 R
application

  2,349,640,931    5,874    59,772    (2,495  (112,487,679  (3,503  59,648    856    60,504  

Net income 2011

          12,309                12,309    305    12,614  

Other comprehensive income (Note 17)

          (112  1,388            1,276    45    1,321  

Comprehensive Income

          12,197    1,388            13,585    350    13,935  

Dividend

          (6,457              (6,457  (172  (6,629

Issuance of common shares (Note 17)

  14,126,382    35    446                481        481  

Purchase of treasury shares

                                    

Sale of treasury shares(a)

          (113      2,933,506    113              

Share-based payments (Note 25)

          161                161        161  

Share cancellation (Note 17)

                                    

Other operations with non-controlling interests

          (553  103            (450  (123  (573

Other items

          (23              (23  441    418  

As of December 31, 2011

  2,363,767,313    5,909    65,430    (1,004  (109,554,173  (3,390  66,945    1,352    68,297  

Net income 2012

          10,609                10,609    147    10,756  

Other comprehensive income (Note 17)

          (769  (506          (1,275  (40  (1,315

Comprehensive Income

          9,840    (506          9,334    107    9,441  

Dividend

          (5,237              (5,237  (104  (5,341

Issuance of common shares (Note 17)

  2,165,833    6    26                32        32  

Purchase of treasury shares

                  (1,800,000  (68  (68      (68

Sale of treasury shares(a)

          (116      2,962,534    116              

Share-based payments (Note 25)

          146                146        146  

Share cancellation (Note 17)

                                    

Other operations with non-controlling interests

          11    6            17    (16  1  

Other items

          16                16    (59  (43

As of December 31, 2012

  2,365,933,146    5,915    70,116    (1,504  (108,391,639  (3,342  71,185    1,280    72,465  

Net income 2013

          8,440                8,440    221    8,661  

Other comprehensive income (Note 17)

          360    (2,890          (2,530  (138  (2,668

Comprehensive Income

          8,800    (2,890          5,910    83    5,993  

Dividend

          (5,358              (5,358  (118  (5,476

Issuance of common shares (Note 17)

  11,745,014    29    336                365        365  

Purchase of treasury shares

                  (4,414,200  (179  (179      (179

Sale of treasury shares(a)

          (142      3,591,391    142              

Share-based payments (Note 25)

          142                142        142  

Share cancellation (Note 17)

                                    

Other operations with non-controlling interests

          548    9            557    1,027    1,584  

Other items

          7                7    9    16  

As of December 31, 2013

  2,377,678,160    5,944    74,449    (4,385  (109,214,448  (3,379  72,629    2,281    74,910  
   Common shares
issued
  Paid-in surplus
and retained
earnings
  Currency
translation
adjustment
  Treasury shares  Shareholders’
equity-Group
share
  Non-controlling
interests
  Total
shareholders’
equity
 
(M$) Number  Amount    Number  Amount    

As of January 1, 2012

  2,363,767,313   7,447   86,461   (2,884  (109,554,173  (4,357  86,667   1,749   88,416 

Net income 2012

        13,648            13,648   188   13,836 

Other comprehensive income(Note 17)

        (987  1,187         200   (18  182 

Comprehensive income

        12,661   1,187         13,848   170   14,018 

Dividend

        (6,728           (6,728  (133  (6,861

Issuance of common shares(Note 17)

  2,165,833   7   34            41      41 

Purchase of treasury shares

              (1,800,000  (88  (88     (88

Sale of treasury shares(a)

        (171     2,962,534   171          

Share-based payments(Note 25)

        188            188      188 

Share cancellation(Note 17)

                           

Other operations with non-controlling interests

        20   1         21   (21   

Other items

        20            20   (76  (56

As of December 31, 2012

  2,365,933,146   7,454   92,485   (1,696  (108,391,639  (4,274  93,969   1,689   95,658 

Net income 2013

        11,228            11,228   293   11,521 

Other comprehensive income(Note 17)

        473   492         965   (56  909 

Comprehensive income

        11,701   492         12,193   237   12,430 

Dividend

        (7,116           (7,116  (156  (7,272

Issuance of common shares(Note 17)

  11,745,014   39   446            485      485 

Purchase of treasury shares

              (4,414,200  (238  (238     (238

Sale of treasury shares(a)

        (209     3,591,391   209          

Share-based payments(Note 25)

        189            189      189 

Share cancellation(Note 17)

                           

Other operations with non-controlling interests

        749   1         750   1,355   2,105 

Other items

        9            9   13   22 

As of December 31, 2013

  2,377,678,160   7,493   98,254   (1,203  (109,214,448  (4,303  100,241   3,138   103,379 

Net income 2014

        4,244            4,244   6   4,250 

Other comprehensive income(Note 17)

        (907  (6,275        (7,182  (43  (7,225

Comprehensive income

        3,337   (6,275        (2,938  (37  (2,975

Dividend

        (7,378           (7,378  (154  (7,532

Issuance of common shares(Note 17)

  7,589,365   25   395            420      420 

Purchase of treasury shares

              (4,386,300  (283  (283     (283

Sale of treasury shares(a)

        (232     4,239,335   232          

Share-based payments(Note 25)

        114            114      114 

Share cancellation(Note 17)

                           

Other operations with non-controlling interests

        148   (2        146   195   341 

Other items

        8            8   59   67 

As of December 31, 2014

  2,385,267,525   7,518   94,646   (7,480  (109,361,413  (4,354  90,330   3,201   93,531 

 

(a)

Treasury shares related to the restricted stock grants.

 

20132014 Form 20-F TOTAL S.A. F-7


TOTAL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements

 

 

On February 11, 2014,2015, the Board of Directors established and authorized the publication of the Consolidated Financial Statements of TOTAL S.A. for the year ended December 31, 2013,2014, which will be submitted for approval to the shareholders’ meeting to be held on May 16, 2014.29, 2015.

INTRODUCTIONIntroduction

The Consolidated Financial Statements of TOTAL S.A. and its subsidiaries (the Group) are presented in EurosU.S. dollars 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, 2013.2014.

In order to make the financial information of TOTAL more readable by better reflecting the performance of its activities mainly carried out in U.S. dollars, TOTAL has changed, effective January 1, 2014, the presentation currency of the Group’s consolidated financial statements from the Euro to the US Dollar. The statutory financial statements of TOTAL S.A., the parent company of the Group, remain prepared in euro. The dividend paid remains fixed in euro.

Following this change in accounting policy, the comparative consolidated financial statements are presented in U.S. dollars.

Currency translation adjustments have been set to zero as of January 1, 2004, the date of transition to IFRS. Cumulative currency translation adjustments are presented as if the Group had used the US Dollar as the presentation currency of its consolidated financial statements since that date.

The accounting policies and principles applied in the Consolidated Financial Statements as of December 31, 20132014 were the same as those that were used as of December 31, 20122013 except for amendments and interpretations of IFRS which were mandatory for the periods beginning after January 1, 20132014 (and not early adopted).:

 

The revised standard IAS 19 “Employee benefits”In May 2013, the IASB issued the interpretation IFRIC 21 “Levies”. This interpretation is applicable retrospectively fromfor annual periods beginning on or after January 1, 2013, led in particular to2014. The text indicates that the fullobligating event for the recognition of a liability is the net position in respect of employee benefits obligations (liabilities net of assets)activity described in the balance sheet, torelevant legislation that triggers the elimination of the corridor approach previously 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).

The application of this standard had an impact on January 1, 2013, on January 1, 2012 and on January 1, 2011 of an increase in employee benefit provisions of2.8 billion,1.8 billion and1.3 billion respectively, and a respective decrease in equity of2.8 billion,1.8 billion and1.3 billion before tax (1.7 billion,1.1 billion and0.8 billion after tax). The impact on the profit for 2012 and 2011 is not significant. In accordance with the transitional rules of IAS 19 revised, the comparative periods were restated to take into account the retrospective application of the standard.

Application of standards on consolidation: IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint arrangements”, IFRS 12 “Disclosure of interests in other entities”, IAS 27 revised “Separate financial statements” and IAS 28 revised “Investments in

  

associates and joint ventures”.payment of the levy. The application of these standards did notcomparative consolidated financial statements have a material effect on the Group’s consolidated balance sheet, income statement and shareholder’s equity as of December 31, 2013.been restated accordingly.

The applicationimpact on shareholders’ equity as of standards IFRS 13 “Fair value measurement” and IASJanuary 1, revised “Presentation of financial statements” did not have a material effect2012, is +$46 million. The impact on the Group’s consolidated balance sheet, statement of income and shareholder’s equity as of December 31, 2013.for 2012 is not significant. Net income, Group share, for 2013 is increased by $24 million.

The preparation of financial statements in accordance with IFRS requires the executive management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of preparation of the financial statements and reported income and expenses for the period. The management reviews these estimates and assumptions on an ongoing basis, by reference to past experience and various other factors considered as reasonable which form the basis for assessing the carrying amount of assets and liabilities. Actual results may differ significantly from these estimates, if different assumptions or circumstances apply. These judgments and estimates relate principally to the application of the successful efforts method for the oil and gas accounting, the valuation of long-lived assets, the provisions for asset retirement obligations and environmental remediation, the pensions and post-retirementspost-retirement benefits and the income tax computation.

Furthermore, wherewhen 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 provide information consistent with the general IFRS concepts: faithful representation, relevance and materiality.

CHANGE IN PRESENTATION CURRENCY OF THE CONSOLIDATED FINANCIAL STATEMENTS

To make the financial information of the Group more readable and to better reflect the performance of its activities mainly carried out in U.S. dollars, Total decided to change, effective January 1, 2014, the presentation currency of the Consolidated Financial Statements from the euro to the U.S. dollar. The financial statements of TOTAL S.A., the parent company of the Group, remain prepared in euro. The dividend paid therefore remains fixed in euro.

F-8TOTAL S.A. Form 20-F 2013


Following this change in accounting policy, the comparative consolidated financial statements will be presented in U.S. dollars.

1)ACCOUNTING POLICIESAccounting 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.

Accounting policies used by the Group are described below:

 

A) PRINCIPLES OF CONSOLIDATIONPrinciples of consolidation

Entities that are directly controlled by the parent company or indirectly controlled by other consolidated entities are fully consolidated.

F-8TOTAL S.A. Form 20-F 2014


Investments in joint ventures are consolidated under the equity method. The Group accounts for joint operations by recognizing its share of assets, liabilities, income and expenses.

Investments in associates, in which the Group has significant influence, are accounted for by the equity method. Significant influence is presumed when the Group holds, directly or indirectly (e.g. through subsidiaries), 20% or more of the voting rights. Companies in which ownership interest is less than 20%, but over which the Company is deemed to exercise significant influence, are also accounted for by the equity method.

All intercompanyinternal balances, transactions and income are eliminated.

 

B) BUSINESS COMBINATIONSBusiness 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 interestsinterest in the companies acquired by the Group at their fair value.

The value of the purchase price is finalized withinup to a maximum of one year from the acquisition date.

The acquirer shall recognize goodwill at the acquisition date, being the excess of:

 

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;

Over the fair value at the acquisition date of acquired identifiable assets and assumed liabilities.

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 negative goodwill is recorded as income.

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.

 

C) FOREIGN CURRENCY TRANSLATIONForeign currency translation

The financial statements of subsidiaries are prepared in the currency that most clearly reflects their business environment. This is referred to as their functional currency.

(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.

 

(ii)Translation of financial statements denominated in foreign currencies

Assets and liabilities of foreign entities are translated into eurosdollars 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.

 

D) SALES AND REVENUES FROM SALESSales 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.

 

(i)SaleSales of goods

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.

2013 Form 20-F TOTAL S.A.F-9


Revenues from sales of crude oil, natural gas and coal are recorded upon transfer of title, according to the terms of the sales contracts.

Revenues from the production of crude oil and natural gas properties, in which the Group has an interest with other producers, are recognized based on actual volumes sold during the period. Any difference between volumes sold and entitlement volumes, based on the Group net working interest, is recognized as “Crude oil and natural gas inventories” or “Other current assets” or “Other creditors and accrued liabilities”, as appropriate.

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.

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.

2014 Form 20-F TOTAL S.A.F-9


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.

 

(ii)SaleSales of services

Revenues from services are recognized when the services have been rendered.

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.

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.

 

(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-projectsproject-entities and land rights are irrevocably sold.

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.

 

E) SHARE-BASED PAYMENTSShare-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.

The expense is equal to the fair value of the instruments granted. The expense is recognized on a straight-line basis betweenover the grant date and vesting date.period in which the advantages are acquired.

The fair value of the options is calculated using the Black-Scholes model at the grant date.

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.

The number of allocated equity instruments can be revised

during the vesting period in cases of non-compliancenon compliance with performance conditions, with the exception of those related to the market, or according to the rate of turnover of the beneficiaries.

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.

 

F) INCOME TAXESIncome taxes

Income taxes disclosed in the statement of income include the current tax expenses (or income) and the deferred tax expenses.expenses (or income).

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.

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 statementConsolidated Statement of incomeIncome or in shareholders’ equity depending on the item it relates to.

Deferred tax assets are recognized when future recovery is probable.

F-10TOTAL S.A. Form 20-F 2013


Asset retirement obligations and finance leases give rise to the recognition of assets and liabilities for accounting purposes as described in paragraph K1K “Leases” and paragraph Q1Q “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.

Deferred taxestax 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 ratesrate or tax ratesrate on capital gains).

 

G) EARNINGS PER SHAREEarnings 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.

F-10TOTAL S.A. Form 20-F 2014


Diluted earnings per share is calculated by dividing net income (Group share) by the fully-diluted weighted-average number of common shares outstanding during the period. Treasury shares held by the parent company, TOTAL S.A., and TOTAL shares held by the Group subsidiaries are deducted from consolidated shareholders’ equity. These shares are not considered outstanding 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.

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.

 

H) OIL AND GAS EXPLORATION AND PRODUCING PROPERTIESOil and gas exploration and producing properties

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.

 

(i)Exploration costs

Geological and geophysical costs, including seismic surveys for exploration purposes are expensed as incurred.

Mineral interests are capitalized as intangible assets when acquired. These acquired interests are tested for impairment on a regular basis, property-by-property, based on the results of the exploratory activity and the management’s evaluation.

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;

 

Costs of dry exploratory wells and wells that have not found proved reserves are charged to expense;

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, if appropriate, its completion as a producing well, if appropriate, assuming that the required capital expenditures are made;

 

  

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.

Costs of exploratory wells not meeting these conditions are charged to expense.

 

(ii)Oil and Gas producing assets

Development costs incurred for the drilling of development wells and for the construction of production and treatment 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).

2013 Form 20-F TOTAL S.A.F-11


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.

Proved mineral interests are depreciated using the unit-of-production method based on proved reserves.

 

2014 Form 20-F TOTAL S.A.F-11


I) GOODWILL AND OTHER INTANGIBLE ASSETS EXCLUDING MINERAL INTERESTSGoodwill and other intangible assets excluding mineral interests

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).

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 3between three to 20twenty years depending on the useful life of the assets.

Research and development

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 ability of the asset to generate probable future economic benefits;

 

the ability to measure reliably the expenditures attributable to the asset; and

the feasibility and intention of the Group to complete the intangible asset and use or sell it.

Advertising costs are charged to expense as incurred.

 

J) OTHER PROPERTY, PLANT AND EQUIPMENTOther 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:

 

if the project benefits from a specific funding, the capitalization of borrowing costs is based on the borrowing rate;

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.

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.

Other property, plant and equipment are depreciated using the straight-line method over their useful lives, which are as follows:

 

•     Furniture, office equipment, machinery and tools

   3-12 years  

•     Transportation equipmentsequipment

   5-20 years  

•     Storage tanks and related equipment

   10-15 years  

•     Specialized complex installations and pipelines

   10-30 years  

•     Buildings

   10-50 years  

 

K) LEASESLeases

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.

Leases that are not finance leases as defined above are recorded as operating leases.

F-12TOTAL S.A. Form 20-F 2013


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.

 

L) IMPAIRMENT OF LONG-LIVED ASSETSImpairment of long-lived assets

The recoverable amounts of intangible assets and property, plant and equipment are tested for impairment as soon as any indication of impairment exists. This test is performed at least annually for goodwill.

The recoverable amount is the higher of the fair value (less costs to sell) or its value in use.

Assets are grouped into cash-generating units (or CGUs) and tested. A cash-generating unitCGU is a homogeneous group of assets that generates cash inflows that are largely independent of the cash inflows from other groups of assets.

F-12TOTAL S.A. Form 20-F 2014


The value in use of a CGU is determined by reference to the discounted expected future cash flows, based upon the management’s expectation of future economic and operating conditions. 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.

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.

 

M) FINANCIAL ASSETS AND LIABILITIESFinancial assets and liabilities

Financial assets and liabilities are financial loans and receivables, investments in non-consolidated companies, publicly traded equity securities, derivatives instruments and current and non-current financial liabilities.

The accounting treatment of these financial assets and liabilities is as follows:

 

(i)Loans and receivables

Financial loans and receivables are recognized at amortized cost. They are tested for impairment, by comparing the carrying amount of the assets to estimates of the discounted future recoverable cash flows. These tests are conducted as soon as there is any evidence that

their fair value is less than their carrying amount, and at least annually. Any impairment loss is recorded in the statement of income.

 

(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, the securities are recorded at their historical value. Changes in fair value are recorded in shareholders’ equity.other comprehensive income. 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 irreversible.

 

(iii)Derivative instruments

The Group uses derivative instruments to manage its exposure to risks of changes in interest rates, foreign exchange rates and commodity prices. Changes in fair

value of derivative instruments are recognized in the statement of income or in shareholders’ equityother comprehensive income 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:

 

 

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”.

 

 

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:

 

 i.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.

The fair value of those hedging instruments of long-term financing is included in the assets under

2013 Form 20-F TOTAL S.A.F-13


“Hedging “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”.

In case of the anticipated termination of derivative instruments accounted for as fair value hedges, the amount paid or received is recognized in the statement of income and:

 

  

If this termination is due to an early cancellation of the hedged items, the adjustment previously recorded as revaluation of those hedged items is also recognized in the statement of income;

 

  

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.

 

2014 Form 20-F TOTAL S.A.F-13


 ii.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.

The fair value of those hedging instruments of long-term financing is included in the assets under “Hedging instruments on non-current financial debt” or in the liabilities under “Non-current financial debt” for the non-current portion. The current portion (less than one year) is accounted for in “Current financial assets” or “Other current financial liabilities”.

If the hedging instrument expires, is sold or terminated by anticipation, gains or losses previously recognized in equity remain in equity. Amounts are recycled into the income statement only when the hedged transaction affects profit or loss.

 

 

Foreign subsidiaries’ equity hedge

Certain financial instruments hedge against risks related to the equity of foreign subsidiaries whose functional currency is not the euro (mainly the dollar). These instruments qualify as “net investment hedges” and changes in fair value are recorded in Otherother 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.

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.

Detailed information about derivatives positions is disclosed in Notes 20, 28, 29, 30 and 31 to the Consolidated Financial Statements.

 

(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

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.

Estimations of fair value, which are based on principles such as discounting future cash flows to present value, must be weighted by the fact that the value of a financial instrument at a given time may be influenced by the market environment (liquidity especially), and also the fact that subsequent changes in interest rates and exchange rates are not taken into account.

As a consequence, the use of different estimates, methodologies and assumptions could have a material effect on the estimated fair value amounts.

F-14TOTAL S.A. Form 20-F 2013


The methods used are as follows:

 

 

Financial debts, swaps

The market value of swaps and of bonds that are hedged by those swaps has been determined on an individual basis by discounting future cash flows with the zero coupon interest rate curves existing atyear-end.

 

 

Financial instruments related to commodity contracts

The valuation methodology is to mark to marketmark-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 areis 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

F-14TOTAL S.A. Form 20-F 2014


result of a calculation, such as options for example, commonly known models are used to compute the fair value.

 

 

Other financial instruments

The fair value of the interest rate swaps and of FRAsFRA’s (Forward Rate Agreements) are calculated by discounting future cash flows on the basis of zero coupon interest rate curves existing at year-end after adjustment for interest accrued but unpaid.

Forward exchange contracts and currency swaps are valued on the basis of a comparison of the negociatednegotiated forward rates with the rates in effect on the financial markets at year-end for similar maturities.

Exchange options are valued based on the Garman-Kohlhagen model including market quotations atyear-end.

 

 

Fair value hierarchy

IFRS 7 “Financial instruments: disclosures”, amended in 2009, introduces established a fair value hierarchy for financial instruments and proposes the following three-level classification:

 

  

level 1: quotations for assets and liabilities (identical to the ones that are being valued) obtained at the valuation date on an active market to which the entity has access;

 

  

level 2: the entry data areis observable data but dodoes not correspond to quotations for identical assets or liabilities;

  

level 3: the entry data areis not observable data. For example: thesethe data comecomes 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.

Fair value hierarchy is disclosed in Notes 29 and 30 to the Consolidated Financial Statements.

 

(vi)Commitments to purchase shares held by non-controlling interests (put options written on minority interests)

Put options granted to non-controlling-interest shareholders are initially recognized as financial liabilities at the present value of the exercise price of the options with a corresponding reduction in shareholders’ equity. The financial liability is subsequently measured at fair value at each balance sheet date in accordance with contractual clauses and any variation is recorded in the statement of income (cost of debt).

N) INVENTORIESInventories

Inventories are measured in the Consolidated Financial Statements at the lower of historical cost or market value. Costs for petroleum and petrochemical products are determined according to the FIFO (First-In, First-Out) method and other inventories are measured using the weighted-average cost method.

In addition stocks held for trading are measured at fair value less costs of sale.

Refining & Chemicals

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.

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.).

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.

2013 Form 20-F TOTAL S.A.F-15


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.

Product inventories purchased from entities external to the Group are valued at their purchase cost plus primary costs of transport.

 

O) TREASURY SHARESTreasury shares

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.

 

P) PROVISIONS AND OTHER NON-CURRENT LIABILITIESProvisions and other non-current liabilities

A provision is recognized when the Group has a present obligation (legal or constructive) as a result of a past event

2014 Form 20-F TOTAL S.A.F-15


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.

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.

 

Q) ASSET RETIREMENT OBLIGATIONSAsset 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.

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”.

 

R) EMPLOYEE BENEFITSEmployee benefits

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.

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.

Defined benefit obligations are determined according to the Projected Unit Method. Actuarial gains and losses may arise from differences between actuarial valuation and projected commitments (depending on new calculations or assumptions) and between projected and actual return of plan assets. Such gains and losses are recognized in the statement of comprehensive income, with no possibility to subsequently recycle them to the income statement.

The past service cost is recorded immediately in the statement of income, whether vested or unvested.

The net periodic pension cost is recognized under “Other operating expenses”.

 

S) CONSOLIDATED STATEMENT OF CASH FLOWSConsolidated Statement of Cash Flows

The Consolidated Statement of Cash Flows prepared in foreign currencies has been translated into eurosdollars 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 eurosdollars 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.

Cash and cash equivalents

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.

Investments with maturitiesmaturity greater than three months and less than twelve months are shown under “Current financial assets”.

Changes in current financial assets and liabilities are included in the financing activities section of the Consolidated Statement of Cash Flows.

F-16TOTAL S.A. Form 20-F 2013


Non-current financial debt

Changes in non-current financial debt are presented as the net variation to reflect significant changes mainly related to revolving credit agreements.

 

T) CARBON DIOXIDE EMISSION RIGHTSCarbon dioxide emission rights

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,

 

F-16TOTAL S.A. Form 20-F 2014


  

If the carrying amount of inventories at closing date is higher than the market value, an impairment loss is recorded.

 

At each closing, a provision is recorded in order to materialize the obligation ofto surrender 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.surrendered.

 

If emission rights to be deliveredsurrendered at the end of the compliance period are higher than emission rights (allocated and purchased) bookedrecorded in inventories, the shortage is accounted for as a liability at market value.

 

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 CERTIFICATESEnergy savings certificates

In the absence of current IFRS standards or interpretations on accounting for energy savings certificates, the following principles are applied:

 

If the obligations linked to the sales of energy are greater than the number of ESC’s held then a liability is recorded. These liabilities are valued based on the price of the latest transactions.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.inventory,

ESC inventories are valued at weighted average cost (acquisition cost for those ESCESC’s acquired or cost incurred for those ESCESC’s generated internally).

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 incomeincome.

 

V) NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONSNon-current assets held for sale and discontinued operations

Pursuant to IFRS 5 “Non-current assets held for sale and discontinued operations”, assets and liabilities of affiliates that are held for sale are presented separately on the face of the balance sheet. Depreciation of assets ceases from the date of classifcationclassification in “Non-current assets held for sale”.

Net income from discontinued operations is presented separately on the face of the statement of income. Therefore, the notes to the Consolidated Financial Statements related to the statement of income only refer to continuing operations.

A discontinued operation is a component of the Group for which cash flows are independent. It represents a major line of business or geographical area of operations which has been disposed of or is currently being held for sale.

 

W) NEW ACCOUNTING PRINCIPLES NOT YET IN EFFECTNew accounting texts 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, 2013,2014, are as follows:

 

Standards not yet adopted by the European Union at December 31, 20132014

 

  

In November 2009,May 2014, the IASB issued standard IFRS 15 that includes requirements for the recognition of revenue from contracts with customers. The standard is applicable for annual periods starting on or after January 1, 2017. The impacts of the application of this standard are under review.

In July 2014, the IASB issued standard IFRS 9 “Financial Instruments” that introduces newincludes requirements for the classificationrecognition and measurement of financial assets, and included in October 2010 requirements regardinginstruments. This standard brings together three phases: classification and measurement, of financial liabilities. This standard shall be completed with texts on impairment of financial assets measured at amortized cost 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.accounting excluding macro-hedging. The standard will not be applicable before 2017. 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.

2013 Form 20-F TOTAL S.A.F-17


In May 2013, the IASB issued the interpretation IFRIC 21 “Levies”. This interpretation is applicable retrospectively for annual periods beginningstarting on or after January 1, 2014.2018. The impacts of the application of this interpretationstandard are under review.

2)MAIN INDICATORSMain indicatorsINFORMATION BY BUSINESS SEGMENTinformation 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.

Adjustment items

The detail of these adjustment items is presented in Note 4 to the Consolidated Financial Statements.

Adjustment items include:

 

(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,

2014 Form 20-F TOTAL S.A.F-17


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.

 

(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.

In the replacement cost method, which approximates the LIFO (Last-In, First-Out) method, the variation of inventory values in the statement of income is, 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.

(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 measuresmeasure of performance used by TOTAL’s management and the accounting for these transactions under IFRS.

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 transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices.

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.

Main indicators

 

(i)Operating income (measure used to evaluate operating performance)

Revenue from sales after deducting cost of goods sold and inventory variations, other operating expenses, exploration expenses and depreciation, depletion, and amortization.

Operating income excludes the amortization of intangible assets other than mineral interests, currency translation adjustments and gains or losses on the disposal of assets.

 

(ii)Net operating income (measure used to evaluate the return on capital employed)

Operating income after taking into account the amortization of intangible assets other than mineral interests, currency translation adjustments, gains or losses on the disposal of assets, as well as all other income and expenses related to capital employed (dividends from non-consolidated companies, equity in income of affiliates, capitalized interest expenses), and after income taxes applicable to the above.

The only income and expense not included in net operating income but included in net income are interest expenses related to net financial debt, after applicable income taxes (net cost of net debt) and non-controlling interests.

 

(iii)Adjusted income

Operating income, net operating income, or net income excluding the effect of adjustment items described above.

 

F-18TOTAL S.A. Form 20-F 2013


(iv)Fully-diluted adjusted earnings per share

Adjusted net income divided by the fully-diluted weighted-average number of common shares.

 

(v)Capital employed

Non-current assets and working capital, at replacement cost, net of deferred income taxes and non-current liabilities.

 

(vi)ROACE (Return on Average Capital Employed)

Ratio of adjusted net operating income to average capital employed between the beginning and the end of the period.

 

(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.

 

(viii)Net debt

Non-current debt, including current portion, current borrowings, other current financial liabilities less cash and cash equivalents and other current financial assets.

 

F-18TOTAL S.A. Form 20-F 2014


3) CHANGES IN THE GROUP STRUCTURE, MAIN ACQUISITIONS AND DIVESTMENTSChanges in the Group structure, main acquisitions and divestments

During 2014, 2013, and 2012, and 2011,the main changes in the Group structure and main acquisitions and divestments were as follows:

2014

Upstream

TOTAL finalized in March 2014 the sale to Sonangol E&P of its interest in block 15/06 in Angola.

TOTAL finalized in March 2014 the acquisition from InterOil Corporation of a 40.1% interest (before possible entry by the State) in block PRL 15 containing the gas field Elk-Antelope in Papua New Guinea for an amount of $429 million, paid on April 2, 2014.

On February 27, 2014, TOTAL floated GazTransport et Technigaz S.A. (GTT), an engineering company specializing in the design of cryogenic membranes for the transport and storage of LNG. With this quotation on Euronext Paris, TOTAL reduced its interest in the equity of the company from 30.0% to 10.4%. The listing was completed at a price of46 per share, valuing 100% of the equity of the company on the listing date at1.7 billion. Finally, in December TOTAL signed a final agreement for the acquisition by Temasek its entire remaining interest in GTT. The total of these two transactions amounted to more than $650 million.

TOTAL finalized during 2014 the acquisition of an additional 1.28% interest in Novatek for an amount of $434 million, bringing TOTAL’s overall interest in Novatek to 18.24% as at December 31, 2014. Since July 18, 2014 the Group has not acquired any additional shares of Novatek.

TOTAL finalized in August 2014 the sale of its 10% interest in the Shah Deniz field and the South Caucasus Pipeline to TPAO, the Turkish state-owned exploration and production company for an amount of $1,513 million. This sale generated a gain on disposal of $580 million after tax.

TOTAL finalized in October 2014 the sale of its 25% interest in the Cardinal Gas Services LLC, a company specializing in the gathering and transport of gas in Ohio’s Utica shale play area for an amount of $449 million.

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.

2013

 

Upstream

 

  

TOTAL finalized in February 2013 the acquisition of an additional 6% interest in the Ichthys liquefied natural gas (LNG) project from its partner INPEX. TOTAL’s overall equity stake in the Ichthys LNG project increased from 24% to 30%.

 

  

TOTAL finalized in February 2013 the sale to INPEX of a 9.99% indirect interest in offshore Angola Block 14.

 

  

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 $506 million (381 million).million. The

mining development projects of Fort Hills and Joslyn continue according to the production evacuation logistics studies jointly conducted with Suncor. The sale entailsentailed a net loss of1,247 $1,646 million.

 

  

TOTAL finalized in June 2013 the sale of a 25% interest in the Tempa Rossa field in Italy to Mitsui.

 

  

TOTAL finalized in July 2013 the sale of 100% of Transport et Infrastructures Gaz France (TIGF) to a consortium comprising Snam, EDF and GIC (Government of Singapore Investment Corporation) for an amount of1,558 million ($2,052 million), net of cash sold.

 

  

TOTAL finalized in September 2013 the sale of its Upstream interests in Trinidad & Tobago to The National Gas Company of Trinidad & Tobago for an amount of236 $318 million, ($318 million), net of cash sold.

 

  

TOTAL finalized in December 2013 the acquisition by Qatar Petroleum International of 15% of the capital of Total E&P Congo through a capital increase of1,225 million ($1,627 million). $1,627 million.

 

  

TOTAL finalized during 2013 the acquisition of an additional 1.62% interest in Novatek for an amount of437 $587 million, ($587 million), bringing TOTAL’s overall interest in Novatek to 16.96% as at December 31, 2013.

 

  

In October 2013, a consortium in which TOTAL holds a 20% interest was awarded a production

2014 Form 20-F TOTAL S.A.F-19


sharing contract for 35 years to develop the Libra oil field in Brazil. TOTAL paid a signing bonus of 3,000 million Brazilian Real (approximately $1,301 million).

 

Refining & Chemicals

 

  

TOTAL finalized in June 2013 the sale of its fertilizing businesses in Europe.

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.

2012

 

Upstream

 

  

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 for1,157 $1,487 million, ($1,487 million), entirely consisting of mineral interests. TOTAL became an equal partner with

2013 Form 20-F TOTAL S.A.F-19


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.

 

  

TOTAL finalized during 2012 the acquisition of an additional 1.25% interest in Novatek for an amount of368 $480 million, ($480 million), increasing TOTAL’s overall interest in Novatek to 15.34% as atof December 31, 2012.

 

  

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 of318 $409 million, ($409 million), net of cash sold.

 

Holding

 

  

During 2012, TOTAL gradually sold its remaining interest in Sanofi, generating a net capital gain of341

$438 million after tax. As at the 31 December 31, 2012 the Group retained no further interest in the capital of Sanofi.

2011

Upstream

TOTAL finalized in March 2011 the acquisition from Santos of an additional 7.5% interest in Australia’s GLNG project. This increased TOTAL’s overall stake in the project to 27.5%.

The acquisition cost amounted to202 million ($281 million) and mainly corresponded to the value of mineral interests that have been recognized as intangible assets in the consolidated balance sheet for227 million.

In March 2011, Total E&P Canada Ltd., a TOTAL subsidiary, and Suncor Energy Inc. (Suncor) 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 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 a 49% stake in the Suncor-operated Voyageur upgrader project. For those two acquisitions, the Group paid1,937 million (CAD 2,666 million)

mainly representing the value of intangible assets for474 million and the value of tangible assets for1,550 million.

Furthermore, TOTAL sold to Suncor 36.75% interest in the Joslyn project for612 million (CAD 842 million). The Group, as operator, retained a 38.25% interest in the project.

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 of172 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.

This cooperation was developed around the two following axes:

In April 2011, TOTAL took a 12.09% shareholding in Novatek for an amount of2,901 million ($4,108 million). In December 2011, TOTAL finalized the acquisition of an additional 2% interest in Novatek for an amount of596 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 has been accounted for by the equity method since the second quarter of 2011.

In October 2011, TOTAL finalized the acquisition of a 20% interest in the Yamal LNG project and became Novatek’s partner in this project.

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.

TOTAL finalized in September 2011 the acquisition of Esso Italiana’s interests respectively in the Gorgoglione concession (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%.

F-20TOTAL S.A. Form 20-F 2013


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 of477 million (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 EnerVest500 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.

Refining & Chemicals

TOTAL finalized in July 2011 the sale of its photocure and coatings resins businesses to Arkema for an amount of520 million, net of cash sold.

TOTAL and International Petroleum Investment Company (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 of28 per CEPSA share. TOTAL sold to IPIC all of its equity interest in CEPSA and received, as of July 29, 2011, an amount of3,659 million.

Marketing & Services

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 of424 million (£368 million).

After the all-cash tender of $23.25 per share launched on April 28, 2011 and completed on June 21, 2011, TOTAL 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, 2011, amounted to974 million ($1,394 million).

The goodwill amounted to $533 million and was fully depreciated onDecember 31, 2011.

4)BUSINESS SEGMENT INFORMATIONBusiness 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.Committee.

The operational profit and assets are broken down by business segment prior to the consolidation and inter-segment adjustments.

Sales prices between business segments approximate market prices.

The Group’s activities are 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;

 

a Refining & Chemicals segment constituting a major industrial hub comprising the activititesactivities of refining, petrochemicals fertilizers and specialityspecialty chemicals. This segment also includes the activititesactivities of oil Trading & Shipping; and

 

a Marketing & Services segment including the global activititesactivities of supply and marketing in the field of petroleum products as well as the activity of New Energies.

In addition the Corporate segment includes holdings operating and financial activities.

 

 

2013F-20TOTAL S.A. Form 20-F TOTAL S.A.F-212014


A) INFORMATION BY BUSINESS SEGMENTInformation by business segment

 

For the year ended December 31, 2013
(M€)
  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Intercompany Total 

For the year ended December 31, 2014

(M$)

 Upstream Refining &
Chemicals
 Marketing
& Services
 Corporate Intercompany Total 

Non-Group sales

   19,855    86,204    83,481    2        189,542    23,484   106,124   106,509   5       236,122 

Intersegment sales

   28,349    39,360    1,626    133    (69,468      29,183   44,950   1,615   236   (75,984    

Excise taxes

       (3,625  (14,262          (17,887      (4,850  (19,254          (24,104

Revenues from sales

   48,204    121,939    70,845    135    (69,468  171,655    52,667   146,224   88,870   241   (75,984  212,018 

Operating expenses

   (24,002  (120,500  (68,802  (597  69,468    (144,433  (26,235  (145,014  (86,931  (1,092  75,984   (183,288

Depreciation, depletion and amortization of tangible assets and mineral interests

   (7,141  (1,307  (552  (31      (9,031  (15,938  (2,901  (781  (36      (19,656

Operating income

   17,061    132    1,491    (493      18,191    10,494   (1,691  1,158   (887      9,074 

Equity in net income (loss) of affiliates and other items

   2,027    143    39    (23      2,186    4,302   90   (140  178       4,430 

Tax on net operating income

   (10,321  (460  (413  (21      (11,215  (8,799  391   (344  (8      (8,760

Net operating income

   8,767    (185  1,117    (537      9,162    5,997   (1,210  674   (717      4,744 

Net cost of net debt

                       (501       (494

Non-controlling interests

                       (221  (6

Net income

                       8,440    4,244 
        
For the year ended December 31, 2013
(adjustments)(a) (M€)
  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Intercompany Total 
For the year ended December 31, 2014
(adjustments
(a)) (M$)
 Upstream Refining &
Chemicals
 Marketing
& Services
 Corporate Intercompany Total 

Non-Group sales

   (56                  (56  31                   31 

Intersegment sales

                                                 

Excise taxes

                                                 

Revenues from sales

   (56                  (56  31                   31 

Operating expenses

   (86  (1,059  (102          (1,247  (164  (2,980  (551          (3,695

Depreciation, depletion and amortization of tangible assets and mineral interests

   (651  (138  (3          (792  (6,529  (1,450              (7,979

Operating income(b)

   (793  (1,197  (105          (2,095  (6,662  (4,430  (551          (11,643

Equity in net income (loss) of affiliates and other items

   (218  (199  2    (30      (445  883   (282  (203          398 

Tax on net operating income

   408    (193  69    (34      250    1,272   1,013   174           2,459 

Net operating income(b)

   (603  (1,589  (34  (64      (2,290  (4,507  (3,699  (580          (8,786

Net cost of net debt

                                  

Non-controlling interests

                       (15  193 

Net income

                       (2,305  (8,593

    

(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

        

  

(b) Of which inventory valuation effect

      

On operating income

      (2,944  (525      

On net operating income

      (2,114  (384      

 

(a)Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

(b)    Of which inventory valuation effect

2014 Form 20-F TOTAL S.A.
 F-21


For the year ended December 31, 2014
(adjusted) (M$)
(a) 
 Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Non-Group sales

  23,453   106,124   106,509   5      236,091 

Intersegment sales

  29,183   44,950   1,615   236   (75,984   

Excise taxes

     (4,850  (19,254        (24,104

Revenues from sales

  52,636   146,224   88,870   241   (75,984  211,987 

Operating expenses

  (26,071  (142,034  (86,380  (1,092  75,984   (179,593

Depreciation, depletion and amortization of tangible assets and mineral interests

  (9,409  (1,451  (781  (36     (11,677

Adjusted operating income

  17,156   2,739   1,709   (887     20,717 

Equity in net income (loss) of affiliates and other items

  3,419   372   63   178      4,032 

Tax on net operating income

  (10,071  (622  (518  (8     (11,219

Adjusted net operating income

  10,504   2,489   1,254   (717     13,530 

Net cost of net debt

       (494

Non-controlling interests

                      (199

Adjusted net income

                      12,837 

Adjusted fully-diluted earnings per share ($)

                      5.63 

(a)

           On operating incomeExcept for earnings per share.

(737(65

           On net operating income

(495(47

For the year ended December 31, 2014

(M$)

 Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Total expenditures

  26,520   2,022   1,818   149      30,509 

Total divestments

  5,764   192   163   71      6,190 

Cash flow from operating activities

  16,666   6,302   2,721   (81     25,608 

Balance sheet as of December 31, 2014

      

Property, plant and equipment, intangible assets, net

  105,273   9,512   6,443   330      121,558 

Investments & loans in equity affiliates

  14,921   3,516   837         19,274 

Other non-current assets

  6,711   959   1,849   151      9,670 

Working capital

  2,015   4,041   2,141   (2,386     5,811 

Provisions and other non-current liabilities

  (30,385  (4,290  (2,097  (341     (37,113

Assets and liabilities classified as held for sale

  1,962   1,032   91         3,085 

Capital Employed (balance sheet)

  100,497   14,770   9,264   (2,246     122,285 

Less inventory valuation effect

     (1,319  (439  (1     (1,759

Capital Employed

(Business segment information)

  100,497   13,451   8,825   (2,247     120,526 

ROACE as a percentage

  11%    15%    13%          11%  

 

F-22 TOTAL S.A. Form 20-F 20132014


For the year ended December 31, 2013
(adjusted) (M€)(a)
  Upstream  Refining &
Chemicals
  Marketing &
Services
  Corporate  Intercompany  Total 

Non-Group sales

   19,911    86,204    83,481    2        189,598  

Intersegment sales

   28,349    39,360    1,626    133    (69,468    

Excise taxes

       (3,625  (14,262          (17,887

Revenues from sales

   48,260    121,939    70,845    135    (69,468  171,711  

Operating expenses

   (23,916  (119,441  (68,700  (597  69,468    (143,186

Depreciation, depletion and amortization of tangible assets and mineral interests

   (6,490  (1,169  (549  (31      (8,239

Adjusted operating income

   17,854    1,329    1,596    (493      20,286  

Equity in net income (loss) of affiliates and other items

   2,245    342    37    7        2,631  

Tax on net operating income

   (10,729  (267  (482  13        (11,465

Adjusted net operating income

   9,370    1,404    1,151    (473      11,452  

Net cost of net debt

                       (501

Non-controlling interests

                       (206

Adjusted net income

                       10,745  

Adjusted fully-diluted earnings per share (€)

                       4.73  

 

(a)    Except for earnings per share.

       
       
For the year ended December 31, 2013
(M€)
  Upstream  Refining &
Chemicals
  Marketing &
Services
  Corporate  Intercompany  Total 

Total expenditures

   22,396    2,039    1,365    122        25,922  

Total divestments

   4,353    275    141    45        4,814  

Cash flow from operating activities

   16,457    3,211    1,926    (121      21,473  

Balance sheets as of December 31, 2013

       

Property, plant and equipment, intangible assets, net

   75,169    8,998    4,671    262        89,100  

Investments & loans in equity affiliates

   11,499    2,568    737            14,804  

Other non-current assets

   4,125    1,045    1,475    567        7,212  

Working capital

   (237  7,545    2,692    (1,974      8,026  

Provisions and other non-current liabilities

   (22,894  (3,216  (1,669  (936      (28,715

Assets and liabilities classified as held for sale

   1,603                    1,603  

Capital Employed (balance sheet)

   69,265    16,940    7,906    (2,081      92,030  

Less inventory valuation effect

       (2,643  (647  (2      (3,292

Capital Employed

   69,265    14,297    7,259    (2,083      88,738  

(Business segment information)

       

ROACE as a percentage

   14  9  16          13

For the year ended December 31, 2013

(M$)

  Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Non-Group sales

   26,367   114,483   110,873   2      251,725 

Intersegment sales

   37,650   52,275   2,159   177   (92,261   

Excise taxes

      (4,814  (18,942        (23,756

Revenues from sales

   64,017   161,944   94,090   179   (92,261  227,969 

Operating expenses

   (31,875  (160,031  (91,343  (794  92,261   (191,782

Depreciation, depletion and amortization of tangible assets and mineral interests

   (9,484  (1,736  (733  (41     (11,994

Operating income

   22,658   177   2,014   (656     24,193 

Equity in net income (loss) of affiliates and other items

   2,688   181   55   (25     2,899 

Tax on net operating income

   (13,706  (612  (560  (29     (14,907

Net operating income

   11,640   (254  1,509   (710     12,185 

Net cost of net debt

        (664

Non-controlling interests

                       (293

Net income

                       11,228 
       
For the year ended December 31, 2013
(adjustments
(a) ) (M$)
  Upstream  Refining &
Chemicals
  Marketing &
Services
  Corporate  Intercompany  Total 

Non-Group sales

   (74               (74

Intersegment sales

                    

Excise taxes

                    

Revenues from sales

   (74               (74

Operating expenses

   (113  (1,405  (134)         (1,652

Depreciation, depletion and amortization of tangible assets and mineral interests

   (855  (184  (4)         (1,043

Operating income(b) 

   (1,042  (1,589  (138)         (2,769

Equity in net income (loss) of affiliates and other items

   (305  (268  4    (34     (603

Tax on net operating income

   537   (254  89    (45     327 

Net operating income(b) 

   (810  (2,111  (45  (79     (3,045

Net cost of net debt

         

Non-controlling interests

                       (19

Net income

                       (3,064

 

    

(a)     Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

        

  

(b)     Of which inventory valuation effect

       

          On operating income

       (978  (87      

          On net operating income

       (656  (63      

 

20132014 Form 20-F TOTAL S.A. F-23


For the year ended December 31, 2012
(M€)
  Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Non-Group sales

   22,143    91,117    86,614    187        200,061  

Intersegment sales

   31,521    44,470    755    199    (76,945    

Excise taxes

       (3,593  (14,169          (17,762

Revenues from sales

   53,664    131,994    73,200    386    (76,945  182,299  

Operating expenses

   (25,966  (129,499  (71,535  (973  76,945    (151,028

Depreciation, depletion and amortization of tangible assets and mineral interests

   (7,437  (1,445  (607  (36      (9,525

Operating income

   20,261    1,050    1,058    (623      21,746  

Equity in net income (loss) of affiliates and other items

   2,325    213    (198  276        2,616  

Tax on net operating income

   (12,359  (263  (380  (127      (13,129

Net operating income

   10,227    1,000    480    (474      11,233  

Net cost of net debt

                       (477

Non-controlling interests

                       (147

Net income

                       10,609  
       
For the year ended December 31, 2012
(adjustments)(a) (M€)
  Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Non-Group sales

   (9                  (9

Intersegment sales

                         

Excise taxes

                         

Revenues from sales

   (9                  (9

Operating expenses

   (586  (199  (229  (88      (1,102

Depreciation, depletion and amortization of tangible assets and mineral interests

   (1,200  (206  (68          (1,474

Operating income(b)

   (1,795  (405  (297  (88      (2,585

Equity in net income (loss) of affiliates and other items

   240    (41  (119  146        226  

Tax on net operating income

   637    70    66    (108      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

       On operating income

(179(55

       On net operating income

(116(39
For the year ended December 31, 2013
(adjusted) (M$)(a) 
 Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Non-Group sales

  26,441   114,483   110,873   2      251,799 

Intersegment sales

  37,650   52,275   2,159   177   (92,261   

Excise taxes

     (4,814  (18,942        (23,756

Revenues from sales

  64,091   161,944   94,090   179   (92,261  228,043 

Operating expenses

  (31,762  (158,626  (91,209  (794  92,261   (190,130

Depreciation, depletion and amortization of tangible assets and mineral interests

  (8,629  (1,552  (729  (41     (10,951

Adjusted operating income

  23,700   1,766   2,152   (656     26,962 

Equity in net income (loss) of affiliates and other items

  2,993   449   51   9      3,502 

Tax on net operating income

  (14,243  (358  (649  16      (15,234

Adjusted net operating income

  12,450   1,857   1,554   (631     15,230 

Net cost of net debt

       (664

Non-controlling interests

                      (274

Adjusted net income

                      14,292 

Adjusted fully-diluted earnings per share ($)

                      6.29 

 

(a)     Except for earnings per share.

      
      
For the year ended December 31, 2013 (M$) Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Total expenditures

  29,750   2,708   1,814   159      34,431 

Total divestments

  5,786   365   186   62      6,399 

Cash flow from operating activities

  21,857   4,260   2,557   (161     28,513 

Balance sheet as of December 31, 2013

      

Property, plant and equipment, intangible assets, net

  103,667   12,407   6,441   360      122,875 

Investments & loans in equity affiliates

  15,862   3,542   1,013         20,417 

Other non-current assets

  5,691   1,427   2,014   778      9,910 

Working capital

  (327  10,458   3,779   (2,729     11,181 

Provisions and other non-current liabilities

  (31,574  (4,437  (2,303  (1,288     (39,602

Assets and liabilities classified as held for sale

  2,210               2,210 

Capital Employed (balance sheet)

  95,529   23,397   10,944   (2,879     126,991 

Less inventory valuation effect

     (3,645  (893  (2     (4,540

Capital Employed

(Business segment information)

  95,529   19,752   10,051   (2,881     122,451 

ROACE as a percentage

  14%    9%    16%          13%  

 

F-24 TOTAL S.A. Form 20-F 20132014


For the year ended December 31, 2012
(adjusted) (M€)(a)
  Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Non-Group sales

   22,152    91,117    86,614    187        200,070  

Intersegment sales

   31,521    44,470    755    199    (76,945    

Excise taxes

       (3,593  (14,169          (17,762

Revenues from sales

   53,673    131,994    73,200    386    (76,945  182,308  

Operating expenses

   (25,380  (129,300  (71,306  (885  76,945    (149,926

Depreciation, depletion and amortization of tangible assets and mineral interests

   (6,237  (1,239  (539  (36      (8,051

Adjusted operating income

   22,056    1,455    1,355    (535      24,331  

Equity in net income (loss) of affiliates and other items

   2,085    254    (79  130        2,390  

Tax on net operating income

   (12,996  (333  (446  (19      (13,794

Adjusted net operating income

   11,145    1,376    830    (424      12,927  

Net cost of net debt

                       (477

Non-controlling interests

                       (174

Adjusted net income

                       12,276  

Adjusted fully-diluted earnings per share (€)

                       5.42  

 

(a)    Except for earnings per share.

       
       
For the year ended December 31, 2012
(M€)
  Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Total expenditures

   19,618    1,944    1,301    80        22,943  

Total divestments

   2,798    304    152    2,617        5,871  

Cash flow from operating activities

   18,950    2,127    1,132    253        22,462  

Balance sheets as of December 31, 2012

       

Property, plant and equipment, intangible assets, net

   68,310    9,220    4,433    227        82,190  

Investments & loans in equity affiliates

   11,080    1,971    708            13,759  

Other non-current assets

   3,226    1,194    1,293    419        6,132  

Working capital

   (329  9,623    2,821    (1,772      10,343  

Provisions and other non-current liabilities

   (21,492  (3,046  (1,627  (1,296      (27,461

Assets and liabilities classified as held for sale

   3,067                    3,067  

Capital Employed (balance sheet)

   63,862    18,962    7,628    (2,422      88,030  

Less inventory valuation effect

       (3,236  (642          (3,878

Capital Employed (Business segment information)

   63,862    15,726    6,986    (2,422      84,152  

ROACE as a percentage

   18%    9%    12%            16%  
For the year ended December 31, 2012
(M$)
  Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Non-Group sales

   28,449   117,067   111,281   240      257,037 

Intersegment sales

   40,498   57,134   970   256   (98,858   

Excise taxes

      (4,616  (18,205        (22,821

Revenues from sales

   68,947   169,585   94,046   496   (98,858  234,216 

Operating expenses

   (33,361  (166,379  (91,907  (1,249  98,858   (194,038

Depreciation, depletion and amortization of tangible assets and mineral interests

   (9,555  (1,856  (780  (46     (12,237

Operating income

   26,031   1,350   1,359   (799     27,941 

Equity in net income (loss) of affiliates and other items

   3,005   271   (252  353      3,377 

Tax on net operating income

   (15,879  (337  (488  (163     (16,867

Net operating income

   13,157   1,284   619   (609     14,451 

Net cost of net debt

        (615

Non-controlling interests

                       (188

Net income

                       13,648 
       
For the year ended December 31, 2012
(adjustments)(a) (M$)
  Upstream  Refining &
Chemicals
  Marketing
& Services
  Corporate  Intercompany  Total 

Non-Group sales

   (12              (12

Intersegment sales

                   

Excise taxes

                   

Revenues from sales

   (12              (12

Operating expenses

   (752  (257  (294  (115     (1,418

Depreciation, depletion and amortization of tangible assets and mineral interests

   (1,538  (266  (87        (1,891

Operating income(b) 

   (2,302  (523  (381  (115     (3,321

Equity in net income (loss) of affiliates and other items

   326   (51  (154  188      309 

Tax on net operating income

   817   90   85   (139     853 

Net operating income(b) 

   (1,159  (484  (450  (66     (2,159

Net cost of net debt

         

Non-controlling interests

                       35 

Net income

                       (2,124

 

(a)     Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

         

(b)     Of which inventory valuation effect

        

   On operating income

      (230)    (71)       

   On net operating income

      (149)    (50)       

 

20132014 Form 20-F TOTAL S.A. F-25


For the year ended December 31, 2011
(M€)
  Upstream Refining &
Chemicals
 Marketing
& Services
 Corporate Intercompany Total 
For the year ended December 31, 2012
(adjusted) (M$)(a)
 Upstream Refining &
Chemicals
 Marketing
& Services
 Corporate Intercompany Total 

Non-Group sales

   22,211    77,146    85,325    11        184,693    28,461   117,067   111,281   240      257,049 

Intersegment sales

   27,301    44,277    805    185    (72,568      40,498   57,134   970   256   (98,858   

Excise taxes

       (2,362  (15,781          (18,143     (4,616  (18,205        (22,821

Revenues from sales

   49,512    119,061    70,349    196    (72,568  166,550    68,959   169,585   94,046   496   (98,858  234,228 

Operating expenses

   (21,855  (116,369  (68,384  (663  72,568    (134,703  (32,609  (166,122  (91,613  (1,134  98,858   (192,620

Depreciation, depletion and amortization of tangible assets and mineral interests

   (5,039  (1,936  (496  (35      (7,506  (8,017  (1,590  (693  (46     (10,346

Operating income

   22,618    756    1,469    (502      24,341  

Adjusted operating income

  28,333   1,873   1,740   (684     31,262 

Equity in net income (loss) of affiliates and other items

   2,198    647    (377  336        2,804    2,679   322   (98  165      3,068 

Tax on net operating income

   (13,576  (138  (441  (41      (14,196  (16,696  (427  (573  (24     (17,720

Net operating income

   11,240    1,265    651    (207      12,949  

Adjusted net operating income

  14,316   1,768   1,069   (543     16,610 

Net cost of net debt

                       (335       (615

Non-controlling interests

                       (305  (223

Net income

                       12,309  

Adjusted net income

  15,772 

Adjusted fully-diluted earnings per share ($)

  6.96 

(a) Except for earnings per share.

      
             
For the year ended December 31, 2011
(adjustments)(a) (M€)
  Upstream Refining &
Chemicals
 Marketing
& Services
 Corporate Intercompany Total 

Non-Group sales

   45                    45  

Intersegment sales

                         

Excise taxes

                         

Revenues from sales

   45                    45  

Operating expenses

       852    271            1,123  

Depreciation, depletion and amortization of tangible assets and mineral interests

   (75  (705  (1          (781

Operating income(b)

   (30  147    270            387  

Equity in net income (loss) of affiliates and other items

   682    337    (363  90        746  

Tax on net operating income

   (43  (61  (78  (80      (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

       

On operating income

       928    287        

On net operating income

       669    200        
For the year ended December 31, 2012 (M$) Upstream Refining &
Chemicals
 Marketing
& Services
 Corporate Intercompany Total 

Total expenditures

  25,200   2,502   1,671   102      29,475 

Total divestments

  3,595   392   196   3,360      7,543 

Cash flow from operating activities

  24,354   2,726   1,456   322      28,858 

Balance sheet as of December 31, 2012

      

Property, plant and equipment, intangible assets, net

  90,128   12,167   5,848   299      108,442 

Investments & loans in equity affiliates

  14,622   2,600   931         18,153 

Other non-current assets

  4,255   1,565   1,694   552      8,066 

Working capital

  (436  12,742   3,752   (2,337     13,721 

Provisions and other non-current liabilities

  (28,356  (4,020  (2,146  (1,708     (36,230

Assets and liabilities classified as held for sale

  4,047               4,047 

Capital Employed (balance sheet)

  84,260   25,054   10,079   (3,194     116,199 

Less inventory valuation effect

     (4,271  (847  (1     (5,119

Capital Employed

(Business segment information)

  84,260   20,783   9,232   (3,195     111,080 

ROACE as a percentage

  18%    9%    12%          15%  

 

F-26 TOTAL S.A. Form 20-F 2013


For the year ended December 31, 2011
(adjusted) (M€)(a)
  Upstream  Refining &
Chemicals
  Marketing &
Services
  Corporate  Intercompany  Total 

Non-Group sales

   22,166    77,146    85,325    11        184,648  

Intersegment sales

   27,301    44,277    805    185    (72,568    

Excise taxes

       (2,362  (15,781          (18,143

Revenues from sales

   49,467    119,061    70,349    196    (72,568  166,505  

Operating expenses

   (21,855  (117,221  (68,655  (663  72,568    (135,826

Depreciation, depletion and amortization of tangible assets and mineral interests

   (4,964  (1,231  (495  (35      (6,725

Adjusted operating income

   22,648    609    1,199    (502      23,954  

Equity in net income (loss) of affiliates and other items

   1,516    310    (14  246        2,058  

Tax on net operating income

   (13,533  (77  (363  39        (13,934

Adjusted net operating income

   10,631    842    822    (217      12,078  

Net cost of net debt

                       (335

Non-controlling interests

                       (286

Adjusted net income

                       11,457  

Adjusted fully-diluted earnings per share (€)

                       5.08  

 

(a)    Except for earnings per share.

       
       
For the year ended December 31, 2011
(M€)
  Upstream  Refining &
Chemicals
  Marketing &
Services
  Corporate  Intercompany  Total 

Total expenditures

   20,662    1,910    1,834    135        24,541  

Total divestments

   2,591    2,509    1,955    1,523        8,578  

Cash flow from operating activities

   17,044    2,146    541    (195      19,536  

Balance sheets as of December 31, 2011

       

Property, plant and equipment, intangible assets, net

   63,250    9,037    4,338    245        76,870  

Investments & loans in equity affiliates

   10,581    1,658    756            12,995  

Other non-current assets

   2,446    1,492    1,188    3,075        8,201  

Working capital

   699    9,851    2,902    (1,374      12,078  

Provisions and other non-current liabilities

   (20,064  (3,220  (1,664  (1,201      (26,149

Assets and liabilities classified as held for sale

                         

Capital Employed (balance sheet)

   56,912    18,818    7,520    745        83,995  

Less inventory valuation effect

       (3,367  (667  13        (4,021

Capital Employed (Business segment information)

   56,912    15,451    6,853    758        79,974  

ROACE as a percentage

   21%    5%    13%            16%  

2013 Form 20-F TOTAL S.A.F-272014


B) ROE (RETURN ON EQUITY)(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, 20132014 is calculated after payment of a dividend of2.382.44 per share, subject to approval by the shareholders’ meeting on May 16, 2014.29, 2015.

 

 

The ROE is calculated as follows:

 

For the year ended December 31, (M€)  2013 2012 2011 

Adjusted net income—Group share

   10,745    12,276    11,457  
For the year ended December 31, (M$)  2014 2013 2012 

Adjusted net income — Group share

   12,837   14,292   15,772 

Adjusted non-controlling interests

   206    174    286     199   274   223 

Adjusted consolidated net income

   10,951    12,450    11,743     13,036   14,566   15,995 

Shareholders’ equity—Group share

   72,629    71,185    66,945  

Shareholders’ equity — Group share

   90,330   100,241   93,969 

Distribution of the income based on existing shares at the closing date

   (1,362  (1,299  (1,255   (1,686  (1,908  (1,757

Non-controlling interests

   2,281    1,280    1,352     3,201   3,138   1,689 

Adjusted shareholders’ equity(a)

   73,548    71,166    67,042     91,845   101,471   93,901 

ROE

   15%    18%    19%     13.5%    14.9%    17.7%  

 

(a)

Adjusted shareholders’ equity as of December 31, 20102011 amounted to €57,951$86,748 million.

 

C) RECONCILIATION OF THE INFORMATION BY BUSINESS SEGMENT WITH CONSOLIDATED FINANCIAL STATEMENTSReconciliation 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, 2013 (M€)  Adjusted Adjustments(a) Consolidated
statement of
income
 
For the year ended December 31, 2014 (M$)  Adjusted Adjustments(a) Consolidated
statement of
income
 

Sales

   189,598    (56  189,542     236,091   31   236,122 

Excise taxes

   (17,887      (17,887   (24,104      (24,104

Revenues from sales

   171,711    (56  171,655     211,987   31   212,018 

Purchases net of inventory variation

   (120,311  (802  (121,113

Purchases, net of inventory variation

   (149,506  (3,469  (152,975

Other operating expenses

   (21,242  (445  (21,687   (28,123  (226  (28,349

Exploration costs

   (1,633      (1,633   (1,964      (1,964

Depreciation, depletion and amortization of tangible assets and mineral interests

   (8,239  (792  (9,031   (11,677  (7,979  (19,656

Other income

   468    1,257    1,725     1,272   1,305   2,577 

Other expense

   (418  (1,687  (2,105   (700  (254  (954

Financial interest on debt

   (670      (670   (748      (748

Financial income from marketable securities & cash equivalents

   64        64     108       108 

Cost of net debt

   (606      (606   (640      (640

Other financial income

   524        524     821       821 

Other financial expense

   (529      (529   (676      (676

Equity in net income (loss) of affiliates

   2,586    (15  2,571     3,315   (653  2,662 

Income taxes

   (11,360  250    (11,110   (11,073  2,459   (8,614

Consolidated net income

   10,951    (2,290  8,661     13,036   (8,786  4,250 

Group share

   10,745    (2,305  8,440     12,837   (8,593  4,244 

Non-controlling interests

   206    15    221     199   (193  6 

 

(a)

Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

2014 Form 20-F TOTAL S.A.F-27


For the year ended December 31, 2013 (M$)  Adjusted  Adjustments(a)  Consolidated
statement of
income
 

Sales

   251,799    (74)   251,725 

Excise taxes

   (23,756     (23,756

Revenues from sales

   228,043   (74  227,969 

Purchases, net of inventory variation

   (159,784  (1,065  (160,849

Other operating expenses

   (28,177  (587  (28,764

Exploration costs

   (2,169     (2,169

Depreciation, depletion and amortization of tangible assets and mineral interests

   (10,951  (1,043  (11,994

Other income

   647   1,643   2,290 

Other expense

   (574  (2,226  (2,800

Financial interest on debt

   (889     (889

Financial income from marketable securities & cash equivalents

   85      85 

Cost of net debt

   (804     (804

Other financial income

   696      696 

Other financial expense

   (702     (702

Equity in net income (loss) of affiliates

   3,435   (20  3,415 

Income taxes

   (15,094  327   (14,767

Consolidated net income

   14,566   (3,045  11,521 

Group share

   14,292   (3,064  11,228 

Non-controlling interests

   274   19   293 

(a)

Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

F-28TOTAL S.A. Form 20-F 2013


For the year ended December 31, 2012 (M€)  Adjusted  Adjustments(a)  Consolidated
statement of
income
 

Sales

   200,070    (9  200,061  

Excise taxes

   (17,762      (17,762

Revenues from sales

   182,308    (9  182,299  

Purchases net of inventory variation

   (126,564  (234  (126,798

Other operating expenses

   (21,916  (868  (22,784

Exploration costs

   (1,446      (1,446

Depreciation, depletion and amortization of tangible assets and mineral interests

   (8,051  (1,474  (9,525

Other income

   681    781    1,462  

Other expense

   (448  (467  (915

Financial interest on debt

   (671      (671

Financial income from marketable securities & cash equivalents

   100        100  

Cost of net debt

   (571      (571

Other financial income

   558        558  

Other financial expense

   (499      (499

Equity in net income (loss) of affiliates

   2,098    (88  2,010  

Income taxes

   (13,700  665    (13,035

Consolidated net income

   12,450    (1,694  10,756  

Group share

   12,276    (1,667  10,609  

Non-controlling interests

   174    (27  147  

For the year ended December 31, 2012 (M$)  Adjusted  Adjustments(a)  Consolidated
statement of
income
 

Sales

   257,049    (12)   257,037 

Excise taxes

   (22,821     (22,821

Revenues from sales

   234,228   (12  234,216 

Purchases, net of inventory variation

   (162,607  (301  (162,908

Other operating expenses

   (28,156  (1,117  (29,273

Exploration costs

   (1,857     (1,857

Depreciation, depletion and amortization of tangible assets and mineral interests

   (10,346  (1,891  (12,237

Other income

   876   1,021   1,897 

Other expense

   (579  (599  (1,178

Financial interest on debt

   (863     (863

Financial income from marketable securities & cash equivalents

   128      128 

Cost of net debt

   (735     (735

Other financial income

   717      717 

Other financial expense

   (641     (641

Equity in net income (loss) of affiliates

   2,695   (113  2,582 

Income taxes

   (17,600  853   (16,747

Consolidated net income

   15,995   (2,159  13,836 

Group share

   15,772   (2,124  13,648 

Non-controlling interests

   223   (35  188 

 

(a)

Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

For the year ended December 31, 2011 (M€)  Adjusted  Adjustments(a)  Consolidated
statement of
income
 

Sales

   184,648    45    184,693  

Excise taxes

   (18,143      (18,143

Revenues from sales

   166,505    45    166,550  

Purchases net of inventory variation

   (115,107  1,215    (113,892

Other operating expenses

   (19,700  (92  (19,792

Exploration costs

   (1,019      (1,019

Depreciation, depletion and amortization of tangible assets and mineral interests

   (6,725  (781  (7,506

Other income

   430    1,516    1,946  

Other expense

   (536  (711  (1,247

Financial interest on debt

   (713      (713

Financial income from marketable securities & cash equivalents

   273        273  

Cost of net debt

   (440      (440

Other financial income

   609        609  

Other financial expense

   (429      (429

Equity in net income (loss) of affiliates

   1,984    (59  1,925  

Income taxes

   (13,829  (262  (14,091

Consolidated net income

   11,743    871    12,614  

Group share

   11,457    852    12,309  

Non-controlling interests

   286    19    305  

(a)Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

 

2013F-28TOTAL S.A. Form 20-F TOTAL S.A.F-292014


D) ADJUSTMENT ITEMS BY BUSINESS SEGMENTAdjustment items by business segment

The adjustment items forto income as per Note 2 to the Consolidated Financial Statements are detailed as follows:

 

Adjustments to operating income

For the year ended December 31, 2013 (M€)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate   Total 

Adjustments to operating income

For the year ended December 31, 2014 (M$)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate   Total 

Inventory valuation effect

       (737  (65       (802       (2,944  (525       (3,469

Effect of changes in fair value

   (56               (56   31                31 

Restructuring charges

       (281  (3       (284                      

Asset impairment charges

   (651  (138  (3       (792   (6,529  (1,450           (7,979

Other items

   (86  (41  (34       (161   (164  (36  (26       (226

Total

   (793  (1,197  (105       (2,095   (6,662  (4,430  (551       (11,643

 

Adjustments to net income, Group share

For the year ended December 31, 2013 (M€)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Total 

Adjustments to net income, Group share

For the year ended December 31, 2014 (M$)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate   Total 

Inventory valuation effect

       (495  (54      (549       (2,114  (339       (2,453

Effect of changes in fair value

   (44              (44   25                25 

Restructuring charges

       (405  (23      (428       (13  (7       (20

Asset impairment charges

   (442  (137  (7      (586   (5,514  (1,409  (140       (7,063

Gains (losses) on disposals of assets

   (31  (41          (72   1,314   (105           1,209 

Other items

   (86  (511  35    (64  (626   (193  (58  (40       (291

Total

   (603  (1,589  (49  (64  (2,305   (4,368  (3,699  (526       (8,593

 

Adjustments to operating income

For the year ended December 31, 2012 (M€)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Total 

Adjustments to operating income

For the year ended December 31, 2013 (M$)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate   Total 

Inventory valuation effect

       (179  (55      (234       (978  (87       (1,065

Effect of changes in fair value

   (9              (9   (74               (74

Restructuring charges

       (2          (2       (373  (3       (376

Asset impairment charges

   (1,200  (206  (68      (1,474   (855  (184  (4       (1,043

Other items

   (586  (18  (174  (88  (866   (113  (54  (44       (211

Total

   (1,795  (405  (297  (88  (2,585   (1,042  (1,589  (138       (2,769

 

Adjustments to net income, Group share

For the year ended December 31, 2012 (M€)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Total 

Adjustments to net income, Group share

For the year ended December 31, 2013 (M$)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Total 

Inventory valuation effect

       (116  (41      (157       (656  (72)      (728

Effect of changes in fair value

   (7              (7   (58              (58

Restructuring charges

       (24  (53      (77       (537  (30)      (567

Asset impairment charges

   (769  (192  (121  (30  (1,112   (581  (183  (9)      (773

Gains (losses) on disposals of assets

   240            341    581     (58  (59          (117

Other items

   (382  (44  (108  (361  (895   (113  (676  47    (79  (821

Total

   (918  (376  (323  (50  (1,667   (810  (2,111  (64  (79  (3,064

 

Adjustments to operating income

For the year ended December 31, 2011 (M€)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate   Total 

Adjustments to operating income

For the year ended December 31, 2012 (M$)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Total 

Inventory valuation effect

       928    287         1,215         (230  (71      (301

Effect of changes in fair value

   45                 45     (12              (12

Restructuring charges

                             (3          (3

Asset impairment charges

   (75  (706           (781   (1,538  (266  (87      (1,891

Other items

       (75  (17       (92   (752  (24  (223  (115  (1,114

Total

   (30  147    270         387     (2,302  (523  (381  (115  (3,321

 

Adjustments to net income, Group share

For the year ended December 31, 2011 (M€)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Total 

Adjustments to net income, Group share

For the year ended December 31, 2012 (M$)

  Upstream Refining &
Chemicals
 Marketing &
Services
 Corporate Total 

Inventory valuation effect

       669    165        834         (149  (52      (201

Effect of changes in fair value

   32                32     (9              (9

Restructuring charges

       (72  (50      (122       (31  (68      (99

Asset impairment charges

   (75  (476  (463      (1,014   (985  (247  (155  (39  (1,426

Gains (losses) on disposals of assets

   843    415    206    74    1,538     326           438   764 

Other items

   (178  (113  (61  (64  (416   (491  (57  (140  (465  (1,153

Total

   622    423    (203  10    852     (1,159  (484  (415  (66  (2,124

 

F-302014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013F-29


E) ADDITIONAL INFORMATION ON IMPAIRMENTSAdditional information on impairments

In the Upstream, Refining & Chemicals and Marketing & Services and Holdings segments, impairments of assets have been recognized for the year ended December 31, 2013,2014, with an impact of792 $7,979 million in operating income and586 $7,063 million in net income, Group share. These impairments have been disclosed as adjustments to operating income and adjustments to net income, Group share. These items are identified in paragraph 4D above as adjustment items withwithin the heading “Asset impairment charges”.

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”;

 

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 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 an 8%7% post-tax discount rate, this rate being a weighted-average capital cost estimated from historical market data. This rate has been applied consistentlywas 8% for the years ending in 2011, 2012 and 2013.

 

the value in use calculated by discounting the above post-tax cash flows using an 8%7% post-tax discount rate is not materially different from value in use calculated by discounting pre-tax cash flows using a pre-tax discount rate determined by an iterative computation from the post-tax value in use. These pre-tax discount rates are in a range from 8%7% to 12%11% in 2013.2014.

For the year ended December 31, 20132014 impairments of assets have been recognized in respect of CGUs of the Upstream segment with an impact of651 $6,529 million in

operating income and442 $5,514 million in net income, Group share. These impairments mainlyrecognized in 2014 concern shale gasmainly:

oil sands assets

in Canada, with the deteriorating economic environment affecting the profitability of the Fort Hills project under development and preventing a final development decision in the Barnett basin ofnear future for the United States dueJoslyn and Northern Lights projects. Impairments recognized amount to the persistent weakness of$2,494 million in operating profit and $2,160 million in net income, Group share;

non-conventional gas pricesassets in the American market (Henry Hub). They also include impairments of the Group’sUnited-States, China, Venezuela and Algeria, whose plans and development potential in an unfavorable economic environment have been revised downwards. Impairments recognized amount to $2,944 million in operating profit and $2,080 million in net income, Group share;

other assets in Syria dueAfrica (impairment of $924 million in operating profit and $785 million in net income, Group share), on the Shotkman project in Russia, for which the technical development scheme does not provide an acceptable profitability (impairment of $350 million in net income, Group share), and in Kazakhstan on the Kashagan project, following technical problems and the decision to a permanent degradationreplace the project’s pipelines (impairments recognized amount to $167 million in operating profit and $121 million in net income, Group share).

Given the sharp decline in oil prices observed over the last months of 2014, cash flows determined from the security context.long-term plan were modified to integrate weaker oil prices over the first three years. A variation of +10% variation in the price of hydrocarbons inoil prices under identical operating conditions would have a positive impact of $1,312 million in operating income of195 millionprofit and126 $1,038 million in net income, Group share. A variation of (1)%-1 point in the discount rate would have a positive impact of $985 million in operating income of47 millionprofit and30 $802 million in net income, Group share. For these assets and certain assets where thewhose value in use is close to thetheir net book value, opposite variationsa variation of -10% in oil prices, except for the above assumptionsfirst three years where it is increased to -25%, under identical operating conditions, would have respective impactsa negative impact of $2,338 million in operating income of(1,185) millionprofit and(619) million, and of(822) million and(431) $1,588 million in net income, Group share.

The additional impairments that could be recorded These sensitivities in the case of unfavorable evolutions of the price of hydrocarbons or discount rates concern mainly shale gas assets impaired in the Barnett basin of2014 as well as other assets, notably in the United States and assetsRussia. A variation of +1 point in Australiathe discount rate would have a negative impact of $1,030 million in operating profit and Kazakhstan.$831 million in net income, Group share.

F-30TOTAL S.A. Form 20-F 2014


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 20132014, in a context of a reduction in demand for refined products and persistent weakness in refining margins in Europe, the Group recordedrecognized impairments of138 $1,450 million in operating profit and137 $1,409 million in net income, Group share, mainly linked to the project to adapt the Carling platform in France. In addition, in the context of persistent volatility of Europeanon refining margins, the Group did not change impairments on CGUs for refiningCGU’s in France and the United Kingdom. A +5% variation in gross margin, under identical operating conditions, orwould have a (1)% or a +1%positive impact of $1,036 million in operating profit and in net income, Group share. A variation of -1 point in the discount rate would nothave a positive impact of $199 million in operating income orand net income, Group share. An opposite variationOpposite variations in gross margin projectionsand discount rate would have an impact respectively of $(814) million and $(139) million in operating income of (31) million and(22) million in net income, Group share. This additional impairment in the case of unfavorable gross margin concerns mainly the Composites activity.

The CGUs of Marketing & Services are subsidiaries or groups of subsidiaries organized by relevant geographical zone. For the year 20132014 the Group recorded impairments on CGUs of the Marketing & Services segment of3 million in operating profit and7 $140 million in net income, Group share. Different scenariosA of sensitivity (gross+5% variation in gross margin, under identical operating

conditions, would have a positive impact of $45 million in net income, Group share. A variation of -1 point in the discount rate would have a positive impact of $40 million in net income, Group share. Opposite variations in gross margin and solar unit sales prices)discount rate would not leadhave impacts respectively of $(45) million and $(28) million in net income, Group share.

For the year ended December 31, 2013, impairments of assets were recognized in the Upstream, Refining & Chemicals, Marketing & Services and Holding segments with an impact of $1,043 million in operating income and $773 million in net income, Group share. These impairments have been disclosed as adjustments to additional impairments on CGUs of this segment.

operating income and adjustments to net income, Group share.

2013 Form 20-F TOTAL S.A.F-31


For the year ended December 31, 2012, impairments of assets have been recognized in the Upstream, Refining & Chemicals, Marketing & Services and Holding segments with an impact of1,474 $1,891 million in operating income and1,112 $1,426 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, 2011, impairments of assets have been recognized in the Upstream, Refining &

Chemicals and Marketing & Services segments with an impact of781 million in operating income and1,014 million in net income, Group share. These impairments have been disclosed as adjustments to operating income and adjustments to net income, Group share.

No reversal of impairment has been recognized for the years ended December 31, 2012, 2013 2012, and 2011.2014.

 

 

5)INFORMATION BY GEOGRAPHICAL AREAInformation by geographical area

 

(M€)  France   Rest of
Europe
   North
America
   Africa   Rest of the
world
   Total 
(M$)  France   Rest of
Europe
   North
America
   Africa   Rest of the
world
   Total 

For the year ended December 31, 2014

            

Non-Group sales

   51,471    114,747    23,766    23,281    22,857    236,122 

Property, plant and equipment, intangible assets, net

   4,350    25,137    16,064    41,405    34,602    121,558 

Capital expenditures

   1,266    5,880    3,658    9,798    9,907    30,509 

For the year ended December 31, 2013

                        

Non-Group sales

   43,412     96,876     16,815     17,428     15,011     189,542     57,650    128,661    22,332    23,146    19,936    251,725 

Property, plant and equipment, intangible assets, net

   4,533     19,463     14,204     27,444     23,456     89,100     6,251    26,840    19,588    37,847    32,349    122,875 

Capital expenditures

   1,335     4,736     3,130     8,060     8,661     25,922     1,772    6,289    4,157    10,705    11,508    34,431 

For the year ended December 31, 2012

                        

Non-Group sales

   45,981     103,862     17,648     17,921     14,649     200,061     59,077    133,439    22,675    23,025    18,821    257,037 

Property, plant and equipment, intangible assets, net

   4,560     17,697     15,220     24,999     19,714     82,190     6,017    23,349    20,082    32,983    26,011    108,442 

Capital expenditures

   1,589     4,406     3,148     7,274     6,526     22,943     2,041    5,660    4,045    9,346    8,383    29,475 

For the year ended December 31, 2011

            

Non-Group sales

   42,626     81,453     15,917     15,077     29,620     184,693  

Property, plant and equipment, intangible assets, net

   5,637     15,576     14,518     23,546     17,593     76,870  

Capital expenditures

   1,530     3,802     5,245     5,264     8,700     24,541  

6)OPERATING EXPENSESOperating expenses

 

For the year ended December 31, (M€)  2013 2012 2011 
For the year ended December 31, (M$)  2014 2013 2012 

Purchases, net of inventory variation(a)(b)

   (121,113  (126,798  (113,892   (152,975  (160,849  (162,908

Exploration costs

   (1,633  (1,446  (1,019   (1,964  (2,169  (1,857

Other operating expenses(c)

   (21,687  (22,784  (19,792   (28,349  (28,764  (29,273

of which non-current operating liabilities (allowances) reversals

   138    436    666     717   184   560 

of which current operating liabilities (allowances) reversals

   4    (51  (150   (147  6   (65

Operating expenses

   (144,433  (151,028  (134,703   (183,288  (191,782  (194,038

 

(a)

Includes taxes paid on oil and gas production in the Upstream segment, namely royalties.

(b)

The groupGroup values under / overliftingsover lifting at market value.

(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 for 2012 an amount of €176$226 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.ThisFrance. This exceptional contribution iswas 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.

2014 Form 20-F TOTAL S.A.F-31


7) OTHER INCOME AND OTHER EXPENSEOther income and other expense

 

For the year ended
December 31, (M€)
  2013  2012  2011 

Gains on disposal of assets

   1,501    1,321    1,650  

Foreign exchange gains

   6    26    118  

Other

   218    115    178  

Other income

   1,725    1,462    1,946  

Losses on disposal of assets

   (1,433        

Foreign exchange losses

             

Amortization of other intangible assets (excl. mineral interests)

   (219  (250  (592

Other

   (453  (665  (655

Other expense

   (2,105  (915  (1,247
For the year ended
December 31, (M$)
  2014  2013  2012 

Gains on disposal of assets

   2,085   1,991   1,715 

Foreign exchange gains

   216   9   34 

Other

   276   290   148 

Other income

   2,577   2,290   1,897 

Losses on disposal of assets

   (106  (1,911   

Foreign exchange losses

          

Amortization of other intangible assets (excl. mineral interests)

   (254  (292  (320

Other

   (594  (597  (858

Other expense

   (954  (2,800  (1,178

Other income

In 2014, gains on disposal of assets mainly related to sales of assets in the Upstream segment in Angola and the United-States and to sales of interests, also in the Upstream segment in: the company GTT (GazTransport et Technigaz), the Shah Deniz field and the South Caucasus pipeline (see Note 3 to the Consolidated Financial Statements).

In 2013, gains on disposals were mainly related to the sale of Transport et Infrastructures Gaz France (TIGF) and the sales of interests in the Upstream segment: 25% interest in the Tempa Rossa field in Italy and all interests in Trinidad & Tobago (see Note 3 to the Consolidated Financial Statements).

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).

Other expense

F-32TOTAL S.A. Form 20-F 2013


In 2011, gains and losses2014, the loss on disposal of assets weredisposals is mainly related to the sale of CCP Composites to Polynt Group. The heading “Other” mainly consists of the interest in CEPSA,impairment of shares and loans of non-consolidated subsidiaries for an amount of $88 million, $43 million of restructuring charges as well as $34 million for expenses relating 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).sales.

Other expense

In 2013, the loss on disposals is mainly related to the sale to Suncor Energy Inc. of TOTAL’s 49% interest in the Voyageur upgrader project in Canada (see Note 3 to the Consolidated Financial Statements). The heading “Other” mainly consists of212 $281 million of restructuring charges in the Upstream, Refining & Chemicals and Marketing & Services segments.

In 2012, the heading “Other” was 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 32 to the Consolidated Financial Statements).

In 2011, the heading “Other” was mainly comprised of243 million of restructuring charges in the Upstream, Refining & Chemicals and Marketing & Services segments.

 

8) OTHER FINANCIAL INCOME AND EXPENSEOther financial income and expense

 

As of December 31, (M€) 2013  2012  2011 

Dividend income on non-consolidated subsidiaries

  152    223    330  

Capitalized financial expenses

  259    248    171  

Other

  113    87    108  

Other financial income

  524    558    609  

Accretion of asset retirement obligations

  (439  (405  (344

Other

  (90  (94  (85

Other financial expense

  (529  (499  (429
As of December 31, (M$) 2014  2013  2012 

Dividend income on non-consolidated subsidiaries

  282   202   286 

Capitalized financial expenses

  348   343   319 

Other

  191   151   112 

Other financial income

  821   696   717 

Accretion of asset retirement obligations

  (543  (584  (520

Other

  (133  (118  (121

Other financial expense

  (676  (702  (641

9)INCOME TAXESIncome taxes

TOTAL S.A. is taxed in accordance with the common French tax regime.

Since August 2012, an additional tax to corporate income tax of 3% is due on dividends distributed by French companies or foreign organizations subject to corporate income tax in France. This tax is liable on amounts distributed, the payment of which was due from August 17,17th, 2012, the effective date of the law.

The impact of this additional tax for the Group is a charge of161 $222 million in 2014, $214 million in 2013 and of120 $154 million in 2012. This additional tax is not tax deductible.

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 31,097$50,983 million as of December 31, 2013.2014. The determination of the tax effect relating to such reinvested income is not practicable.

No deferred tax is recognized on unremitted earnings (approximately28,195 $39,244 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.

F-32TOTAL S.A. Form 20-F 2014


Income taxes are detailed as follows:

 

For the year ended
December 31, (M€)
  2013  2012  2011 

Current income taxes

   (10,246  (12,430  (12,495

Deferred income taxes

   (864  (605  (1,596

Total income taxes

   (11,110  (13,035  (14,091

For the year ended December 31, (M$)  2014  2013  2012 

Current income taxes

   (10,904  (13,607  (15,970

Deferred income taxes

   2,290   (1,160  (777

Total income taxes

   (8,614  (14,767  (16,747

Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows:

 

As of December 31, (M€)  2013 2012 2011 
As of December 31, (M$)  2014 2013 2012 

Net operating losses and tax carry forwards

   3,325    2,247    1,584     5,213   4,586   2,965 

Employee benefits

   1,190    1,583    1,329     1,770   1,641   2,089 

Other temporary non-deductible provisions

   4,373    3,816    3,521     6,258   5,992   5,011 

Gross deferred tax assets

   8,888    7,646    6,434  

Differences in depreciations

   (18,129  (20,948  (18,582

Other temporary tax deductions

   (2,542  (3,267  (3,558

Valuation allowance

   (1,462  (719  (667   (3,301  (2,016  (949

Net deferred tax assets

   7,426    6,927    5,767  

Excess tax over book depreciation

   (15,190  (14,083  (12,831

Other temporary tax deductions

   (2,369  (2,697  (2,721

Gross deferred tax liability

   (17,559  (16,780  (15,552

Net deferred tax liability

   (10,133  (9,853  (9,785   (10,731  (14,012  (13,024

2013 Form 20-F TOTAL S.A.F-33


Carried forward tax losses on net operating losses in the table above for3,325 $5,213 million as of December 31, 2013,2014, includes notably Belgium for575 million, France for567 $1,283 million, the United Kingdom for $1,128 million, Canada for $739 million and the United StatesBelgium for476 $736 million.

The impairment of deferred tax assets in the table above for1,426 $3,301 million as of December 31, 2013,2014, relates notably to Congo for an amount of $1,030 million, to France for an amount of365 $939 million and to Belgium for an amount of337 $415 million.

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€)  2013 2012 2011 
As of December 31, (M$)  2014 2013 2012 

Deferred tax assets, non-current

   2,810    2,279    2,070     4,079   3,838   2,982 

Deferred tax liabilities, non-current

   (12,943  (12,132  (11,855   (14,810  (17,850  (16,006

Net amount

   (10,133  (9,853  (9,785   (10,731  (14,012  (13,024

The net deferred tax variation in the balance sheet is analyzed as follows:

 

As of December 31, (M€)  2013 2012 2011 
As of December 31, (M$)  2014 2013 2012 

Opening balance

   (9,853  (9,785  (7,921   (14,012  (13,024  (12,687

Deferred tax on income

   (864  (605  (1,596   2,290   (1,160  (777

Deferred tax on shareholders’ equity(a)

   (263  425    136     562   (349  547 

Changes in scope of consolidation(b)

   113    69    (17   356   153   89 

Currency translation adjustment

   734    43    (387   73   368   (196

Closing balance

   (10,133  (9,853  (9,785   (10,731  (14,012  (13,024

 

(a)

This amount includes mainly deferred taxes on actuarial gains and losses, 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 hedgeshedge (see Note 17 to the Consolidated Financial Statements).

(b)

Changes in scope of consolidation include, as of December 31, 2013,2014, the impact of reclassifications in assets classified as held for sale and liabilities directly associated with the assets classified as held for sale for €219$256 million.

Reconciliation between provision for income taxes and pre-tax income:

 

For the year ended December 31, (M€)  2013 ��2012 2011 
For the year ended December 31, (M$)  2014 2013 2012 

Consolidated net income

   8,661    10,756    12,614     4,250   11,521   13,836 

Provision for income taxes

   11,110    13,035    14,091     8,614   14,767   16,747 

Pre-tax income

   19,771    23,791    26,705     12,864   26,288   30,583 

French statutory tax rate

   38.00%    36.10%    36.10%     38.00%    38.00%    36.10%  

Theoretical tax charge

   (7,513  (8,589  (9,641   (4,888  (9,989  (11,040

Difference between French and foreign income tax rates

   (4,616  (5,944  (5,739   (4,256  (6,131  (7,637

Tax effect of equity in income (loss) of affiliates

   977    726    695     1,012   1,298   933 

Permanent differences

   852    811    889     833   1,130   1,048 

Adjustments on prior years income taxes

       82    (19   33       105 

Adjustments on deferred tax related to changes in tax rates

   2    (69  (201   (1  3   (89

Changes in valuation allowance of deferred tax assets

   (812  (52  (71   (1,347  (1,078  (67

Other

           (4

Net provision for income taxes

   (11,110  (13,035  (14,091   (8,614  (14,767  (16,747

2014 Form 20-F TOTAL S.A.F-33


The difference between the French tax rate and the tax rates of foreign subsidiaries is mainly due to the taxation of profits made by the Group in countries where it conducts its exploration and production activities at higher tax rates than French tax rates.

The French statutory tax rate includes the standard corporate tax rate (33.33%) and additional applicable taxes that bring the overall tax rate to 38.00% in 2014 (versus 38.00% in 2013 (versusand 36.10% in 2012 and 2011)2012).

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.

F-34TOTAL S.A. Form 20-F 2013


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:

 

  2013   2012   2011   2014   2013   2012 

As of December 31, (M€)

  Basis   Tax   Basis   Tax   Basis   Tax 

2012

                    242     115  

As of December 31, (M$)

  Basis   Tax   Basis   Tax   Basis   Tax 

2013

             316     150     171     81                         417    198 

2014

   356     171     249     116     104     47               491    236    329    153 

2015

   270     129     167     75     8     2     443    218    372    178    221    99 

2016(a)

   164     76     26     8     2,095     688  

2017(b)

   410     134     3,187     971            

2018 and after

   3,216     966                      

2016

   306    151    226    105    34    11 

2017(a)

   623    229    565    185    4,206    1,282 

2018(b)

   424    143    4,435    1,332           

2019 and after

   3,313    899                     

Unlimited

   5,506     1,849     3,049     927     2,119     651     9,906    3,573    7,593    2,550    4,022    1,222 

Total

   9,922     3,325     6,994     2,247     4,739     1,584     15,015    5,213    13,682    4,586    9,229    2,965 

 

(a)Net operating losses and carried forward tax credits in 2016 and after for 2011.
(b)

Net operating losses and carried forward tax credits in 2017 and after for 2012.

(b)

Net operating losses and carried forward tax credits in 2018 and after for 2013.

10)INTANGIBLE ASSETSIntangible assets

 

As of December 31, 2013 (M€)  Cost   Amortization and
impairment
 Net 
As of December 31, 2014 (M$)  Cost   Amortization and
impairment
 Net 

Goodwill

   1,845     (937  908     1,639    (1,020  619 

Proved mineral interests

   8,926     (3,628  5,298     12,215    (5,514  6,701 

Unproved mineral interests

   7,563     (1,295  6,268     10,673    (4,498  6,175 

Other intangible assets

   3,609     (2,742  867     4,387    (3,200  1,187 

Total intangible assets

   21,943     (8,602  13,341     28,914    (14,232  14,682 

 

As of December 31, 2012 (M€)  Cost   Amortization and
impairment
 Net 
As of December 31, 2013 (M$)  Cost   Amortization and
impairment
 Net 

Goodwill

   1,852     (963  889     2,512    (1,263  1,249 

Proved mineral interests

   8,803     (3,291  5,512     12,309    (5,003  7,306 

Unproved mineral interests

   6,416     (913  5,503     10,430    (1,785  8,645 

Other intangible assets

   3,571     (2,617  954     4,978    (3,783  1,195 

Total intangible assets

   20,642     (7,784  12,858     30,229    (11,834  18,395 

 

As of December 31, 2011 (M€)  Cost   Amortization and
impairment
 Net 
As of December 31, 2012 (M$)  Cost   Amortization and
impairment
 Net 

Goodwill

   1,903     (993  910     2,449    (1,275  1,174 

Proved mineral interests

   8,319     (2,626  5,693     11,614    (4,343  7,271 

Unproved mineral interests

   5,400     (555  4,845     8,465    (1,204  7,261 

Other intangible assets

   3,377     (2,412  965     4,714    (3,455  1,259 

Total intangible assets

   18,999     (6,586  12,413     27,242    (10,277  16,965 

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,
 
(M$)  Net
amount
as of
January 1,
   Acquisitions   Disposals Amortization
and
impairment
 

Currency

translation

adjustment

 Other Net amount
as of
December 31,
 

2014

   18,395    1,000    (178  (3,920  (276  (339  14,682 

2013

   12,858     2,746     (292  (1,150  (602  (219  13,341     16,965    3,648    (388  (1,527  (10  (293  18,395 

2012

   12,413     2,466     (58  (1,439  (163  (361  12,858     16,062    3,169    (75  (1,849  122   (464  16,965 

2011

   8,917     2,504     (428  (991  358    2,053    12,413  

 

F-34TOTAL S.A. Form 20-F 2014


In 2013,2014, the heading “Amortization and impairment” includes the accounting impact of exceptional asset impairments for an amount of $3,177 million (see note 4D to the Consolidated Financial statements).

In 2014, the heading “Other” mainly includes mineral interests in Utica reclassified into acquisitions for(455) $(524) million, the recognition of mineral interests in Papua New Guinea for $429 million, the reclassification of assets in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” for(70) $(561) million (see Note 34 to the Consolidated Financial Statements) and the reversal of the reclassification under IFRS 5 as at December 31, 2013 for $96 million corresponding to disposals.

In 2013, the heading “Other” mainly included mineral interests in Utica reclassified into acquisitions for $(604) million, the reclassification of assets in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” for $(93) million (see Note 34 to the Consolidated Financial Statements) and the reversal of the reclassification under IFRS 5 as at December 31, 2012 for249 $331 million corresponding to disposals.

In 2012, the heading “Other” mainly included the reclassification of assets in accordance with IFRS 5 “Non-current“Non-current assets held for sale and discontinued operations” for(333) $(428) million (see Note 34 to the Consolidated Financial Statements).

In 2011, the heading “Other” mainly included Chesapeake’s Barnett shale mineral interests reclassified

2013 Form 20-F TOTAL S.A.F-35


into the acquisitions for(649) million, the not yet paid part of the acquisition of Chesapeake’s mineral interests in Utica for1,216 million, the reclassification of Joslyn’s mineral interests sold in 2011 and formerly classified in

accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” for384 million, and697 million related to the acquisition of SunPower.

 

 

A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 20132014 is as follows:

 

(M€)  Net goodwill as of
January 1, 2013
   Increases   Impairments   Other Net goodwill as of
December 31, 2013
 
(M$)  Net goodwill as of
January 1, 2014
   Increases   Impairments Other Net goodwill as of
December 31, 2014
 

Upstream

   2                   2     4           (4   

Refining & Chemicals

   788     63          (35  816     1,123           (638  485 

Marketing & Services

   74               (9  65     88    34     (2  (16  104 

Corporate

   25                   25     34            (4  30 

Total

   889     63          (44  908     1,249    34     (2  (662  619 

11)PROPERTY, PLANT AND EQUIPMENTProperty, plant and equipment

 

As of December 31, 2013 (M€)  Cost   Depreciation and
impairment
 Net 
As of December 31, 2014 (M$)  Cost   Depreciation and
impairment
 Net 

Upstream properties

          

Proved properties

   97,534     (60,489  37,045     139,294    (86,326  52,968 

Unproved properties

   1,038         1,038     2,153       2,153 

Work in progress

   25,138     (41  25,097     38,698    (1,574  37,124 

Subtotal

   123,710     (60,530  63,180     180,145    (87,900  92,245 

Other property, plant and equipment

          

Land

   1,339     (422  917     1,683    (613  1,070 

Machinery, plant and equipment (including transportation equipment)

   25,537     (19,508  6,029     30,966    (24,874  6,092 

Buildings

   6,563     (4,257  2,306     8,141    (5,291  2,850 

Work in progress

   1,680     (337  1,343     2,367    (324  2,043 

Other

   7,046     (5,062  1,984     8,673    (6,097  2,576 

Subtotal

   42,165     (29,586  12,579     51,830    (37,199  14,631 

Total property, plant and equipment

   165,875     (90,116  75,759     231,975    (125,099  106,876 

 

As of December 31, 2012 (M€)  Cost   Depreciation and
impairment
  Net 

Upstream properties

     

Proved properties

   87,896     (57,832  30,064  

Unproved properties

   229         229  

Work in progress

   26,645     (172  26,473  

Subtotal

   114,770     (58,004  56,766  

Other property, plant and equipment

     

Land

   1,354     (407  947  

Machinery, plant and equipment (including transportation equipment)

   25,501     (19,458  6,043  

Buildings

   6,489     (4,172  2,317  

Work in progress

   1,732     (277  1,455  

Other

   6,840     (5,036  1,804  

Subtotal

   41,916     (29,350  12,566  

Total property, plant and equipment

   156,686     (87,354  69,332  

As of December 31, 2011 (M€)  Cost   Depreciation and
impairment
 Net 
As of December 31, 2013 (M$)  Cost   Depreciation and
impairment
 Net 

Upstream properties

          

Proved properties

   84,222     (54,589  29,633     134,512    (83,423  51,089 

Unproved properties

   209         209     1,432       1,432 

Work in progress

   21,190     (15  21,175     34,668    (56  34,612 

Subtotal

   105,621     (54,604  51,017     170,612    (83,479  87,133 

Other property, plant and equipment

          

Land

   1,346     (398  948     1,846    (582  1,264 

Machinery, plant and equipment (including transportation equipment)

   25,838     (18,349  7,489     35,215    (26,903  8,312 

Buildings

   6,241     (4,131  2,110     9,050    (5,870  3,180 

Work in progress

   1,534     (306  1,228     2,318    (465  1,853 

Other

   6,564     (4,899  1,665     9,717    (6,979  2,738 

Subtotal

   41,523     (28,083  13,440     58,146    (40,799  17,347 

Total property, plant and equipment

   147,144     (82,687  64,457     228,758    (124,278  104,480 

 

F-362014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013F-35


As of December 31, 2012 (M$)  Cost   Depreciation and
impairment
  Net 

Upstream properties

     

Proved properties

   115,971    (76,303  39,668 

Unproved properties

   302       302 

Work in progress

   35,155    (227  34,928 

Subtotal

   151,428    (76,530  74,898 

Other property, plant and equipment

     

Land

   1,787    (537  1,250 

Machinery, plant and equipment (including transportation equipment)

   33,645    (25,673  7,972 

Buildings

   8,562    (5,505  3,057 

Work in progress

   2,285    (365  1,920 

Other

   9,029    (6,649  2,380 

Subtotal

   55,308    (38,729  16,579 

Total property, plant and equipment

   206,736    (115,259  91,477 

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,
 
(M$)  Net amount as
of January 1,
   Acquisitions   Disposals Depreciation and
impairment
 Currency
translation
adjustment
 Other Net amount as of
December 31,
 

2014

   104,480    25,320     (2,211  (16,939  (4,438  664   106,876 

2013

   69,332     19,654     (2,129  (8,908  (3,633  1,443    75,759     91,477    26,100    (2,828  (11,831  (361  1,923   104,480 

2012

   64,457     17,439     (633  (9,042  (409  (2,480  69,332     83,400    22,405    (813  (11,617  1,286   (3,184  91,477 

2011

   54,964     15,443     (1,489  (7,636  1,692    1,483    64,457  

 

In 2014, the heading “Disposals” mainly includes the impact of sales in the Upstream segment (sale of block 15/06 in Angola and the Shah Deniz field in Azerbaijan).

In 2014, the heading “Depreciation and impairment” includes the impact of impairments of assets recognized for an amount of $4,802 million (see Note 4D to the Consolidated Financial Statements).

In 2014, the heading “Other” principally corresponds to the increase of the asset for site restitution for an amount of $1,366 million. It also includes $(466) million related to the reclassification of assets classified in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” primarily related to the sales of Total Coal South Africa and Bostik.

In 2013, the heading “Disposals” mainly includes the impact of sales of assets in the Upstream segment (sale of the Voyageur Upgrader project in Canada and the sale of TOTAL’s interests in the Tempa Rossa field in Italy).

In 2013, the heading “Depreciation and impairment” includes the impact of impairments of assets recognized for792 $1,043 million (see Note 4D to the Consolidated Financial Statements).

In 2013, the heading “Other” principally corresponds to the increase of the asset for site restitution for an amount of2,069 $2,748 million. It also includes(405) $(538) million related to the reclassification of assets classified in accordance with IFRS 5 “Non-current assets held for sale and discontinued operations” and(155) $(206) million related to the sale of the fertilizing businesses in Europe.

In 2012, the heading “Disposals” mainly included the impact of sales of assets in the Upstream segment in Great Britain, Norway and Nigeria.

In 2012, the heading “Depreciation and impairment” included the impact of impairments of shale gas assets in the Barnett basin recognized for1,134 $1,457 million (see Note 4E4D to the Consolidated Financial Statements).

In 2012, the heading “Other” principally included the reclassification of assets in accordance with IFRS 5 “Non-current“Non-current assets held for sale and discontinued operations” for an amount of2,992 $3,844 million.

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 2011, the heading “Depreciation and impairment” included the impact of impairments of assets recognized for781 million (see Note 4D to the Consolidated Financial Statements).

In 2011, the heading “Other” corresponded to the increase of the asset for site restitution for an amount of653 million. It also included428 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”.

 

 

F-36TOTAL S.A. Form 20-F 2014


Property, plant and equipment presented above includesinclude the following amounts for facilities and equipment under finance leases that have been capitalized:

 

As of December 31, 2013 (M€)  Cost   Depreciation and
impairment
  Net 

Machinery, plant and equipment

   391     (314  77  

Buildings

   54     (26  28  

Other

   198     (13  185  

Total

   643     (353  290  
As of December 31, 2012 (M€)  Cost   Depreciation and
impairment
  Net 

Machinery, plant and equipment

   391     (294  97  

Buildings

   54     (26  28  

Other

   207     (2  205  

Total

   652     (322  330  
As of December 31, 2011 (M€)  Cost   Depreciation and
impairment
  Net 

Machinery, plant and equipment

   414     (284  130  

Buildings

   54     (25  29  

Other

              

Total

   468     (309  159  

2013 Form 20-F TOTAL S.A.F-37


As of December 31, 2014 (M$)  Cost   Depreciation and
impairment
  Net 

Machinery, plant and equipment

   520    (443  77 

Buildings

   72    (45  27 

Other

   245    (29  216 

Total

   837    (517  320 
As of December 31, 2013 (M$)  Cost   Depreciation and
impairment
  Net 

Machinery, plant and equipment

   519    (417  102 

Buildings

   72    (35  37 

Other

   263    (17  246 

Total

   854    (469  385 
As of December 31, 2012 (M$)  Cost   Depreciation and
impairment
  Net 

Machinery, plant and equipment

   502    (378  124 

Buildings

   69    (33  36 

Other

   267    (3  264 

Total

   838    (414  424 

12)EQUITY AFFILIATES: INVESTMENTS AND LOANSEquity affiliates: investments and loans

The contribution of equity affiliates in the consolidated balance sheet, consolidated statement of income and consolidated statement of comprehensive income is presented below:

 

Equity value

As of December 31,

(M€)

  2013   2012   2011 

Equity value

As of December 31,

(M$)

  2014   2013   

2012

 

Total Associates

   9,946     9,379     9,045     11,632    13,717    12,374 

Total Joint ventures

   2,281     2,020     1,704     3,016    3,146    2,665 

Total

   12,227     11,399     10,749     14,648    16,863    15,039 

Loans

   2,577     2,360     2,246     4,626    3,554    3,114 

Total

   14,804     13,759     12,995     19,274    20,417    18,153 

 

Equity share in profit/(loss)

As of December 31,

(M€)

  2013   2012   2011 

Equity share in profit/(loss)

As of December 31,

(M$)

  2014 2013   2012 

Total Associates

   2,438     1,962     1,855     2,786   3,238    2,520 

Total Joint ventures

   133     48     70     (124  177    62 

Total

   2,571     2,010     1,925     2,662   3,415    2,582 

 

Other comprehensive income

As of December 31,

(M€)

  2013 2012   2011 

Other comprehensive income

As of December 31,

(M$)

  2014 2013 2012 

Total Associates

   (684  95     (34   (1,532  (669  134 

Total Joint ventures

   (173  65     19     (6  (136  115 

Total

   (857  160     (15   (1,538  (805  249 

In cases where the Group holds less than 20% of the voting rights in another entity, the determination of whether the Group exercises significant influence is also based on other facts and circumstances i.e. representation on the board of directors or an equivalent governing body of the entity, participation in policy-making processes, including participation in decisions relating to dividends or other distributions, significant transactions between the investor and the entity, exchange of management personnel, or provision of essential technical information.

2014 Form 20-F TOTAL S.A.F-37


Information (100% gross) relating to significant associates is as follows:

Upstream

 

 Novatek(a) Liquefaction entities PetroCedeño  Novatek(a) Liquefaction entities PetroCedeño 

(M€)

 2013 2012 2011 2013 2012 2011 2013 2012 2011 
(M$) 2014 2013 2012 2014 2013 2012 2014 2013 2012 

Non current assets

  9,874    8,689    6,508    22,971    23,307    24,396    4,542    4,604    4,518    9,551   13,617   11,465   33,909   31,680   30,751   6,458   6,263   6,074 

Current assets

  2,051    1,252    1,611    5,572    5,669    4,726    3,668    3,410    2,596    1,648   2,829   1,652   9,007   7,684   7,480   10,033   5,059   4,499 

Total Assets

  11,925    9,941    8,119    28,543    28,976    29,122    8,210    8,014    7,114    11,199   16,446   13,117   42,916   39,364   38,231   16,491   11,322   10,573 

Shareholder’s equity

  7,746    7,040    4,478    16,863    15,855    16,586    4,047    4,228    4,067    7,135   10,683   9,289   25,090   23,256   20,919   5,597   5,581   5,578 

Non current liabilities

  3,578    2,060    2,271    8,320    9,615    9,939    135    158    181    3,352   4,934   2,718   10,876   11,474   12,686   274   186   208 

Current liabilities

  601    841    1,370    3,360    3,506    2,597    4,028    3,628    2,866    712   829   1,110   6,950   4,634   4,626   10,620   5,555   4,787 

Total Liabilities

  11,925    9,941    8,119    28,543    28,976    29,122    8,210    8,014    7,114    11,199   16,446   13,117   42,916   39,364   38,231   16,491   11,322   10,573 

Revenues from sales

  7,044    5,463    3,094    29,160    29,807    23,858    3,100    3,664    3,133  

Revenue from sales

  9,222   9,355   7,019   39,502   38,728   38,296   3,644   4,117   4,707 

Net income

  1,993    2,914    845    10,828    10,851    10,112    452    406    181    2,759   2,647   3,744   14,269   14,381   13,941   343   600   522 

Other comprehensive income

  (837  137    (114  (751  (64  92    (185          (5,431  (697  372                         

% owned

  16.96%    15.34%    14.09%       30.32%    30.32%    30.32%    18.24%    16.96%    15.34%       30.32%    30.32%    30.32%  

Revaluation identifiable assets on equity affiliates

  2,570    2,735    2,737                       

Revaluation identifiable assets on equity afiliates

  1,944   3,545   3,608                         

Equity value

  3,884    3,815    3,368    2,627    2,310    2,369    1,227    1,282    1,233    3,245   5,357   5,034   4,130   3,625   3,049   1,697   1,692   1,692 

Equity share in profit/(loss)

  167    34    24    1,526    1,377    1,290    137    123    55    193   221   43   2,125   2,027   1,769   104   182   158 

Equity other comprehensive income

  (448  113    (96  (116  (7  11    (56          (1,844  (621  143   200   (21  (1            

Dividends paid to the Group

  77    69    21    1,189    1,485    1,272    137    47        126   102   89   1,687   1,579   1,908   99   182   60 

 

(a)

Information includes estimates at the date of Total’s financial statements.

Novatek, listed in Moscow and London, is the 2nd largest producer of natural gas in Russia. The Group share of Novatek’s market value amounted to4,542 $4,234 million as at December 31, 2013.2014. Novatek is consolidated by the equity method. Total considers, in fact, that it exercises significant influence particularly via its representation on the board of directors of Novatek and its interest in the major project of Yamal LNG.

The Group’s interests in associates operating liquefaction plants are combined. The amounts include investments in; Nigeria LNG (15.00%), Angola LNG Ltd. (13.60%), Yemen LNG Co (39.62%), Qatargas (10.00%), Qatar Liquefied Gas Company Limited II Train B (16.70%), Oman LNG (5.54%), Brass LNG (17.00%(20.48%) and Abu Dhabi Gas Lc (5.00%).

PetroCedeño produces and upgrades extra-heavy crude oil in Venezuela.

Refining & Chemicals

    Saudi Aramco Total
Refining & Petrochemicals
  Qatar 

(M$)

  2014  2013  2012  2014   2013  2012 

Non current assets

   12,654   12,356   10,380   3,020    2,867   2,561 

Current assets

   1,250   1,331   98   1,385    1,277   1,086 

Total Assets

   13,904   13,687   10,478   4,405    4,144   3,647 

Shareholder’s equity

   1,672   1,485   623   2,930    2,629   2,271 

Non current liabilities

   9,584   10,441   9,253   409    481   905 

Current liabilities

   2,648   1,761   602   1,066    1,034   471 

Total Liabilities

   13,904   13,687   10,478   4,405    4,144   3,647 

Revenue from sales

   7,061         1,817    2,161   1,858 

Net income

   (113  (89  (99  875    1,009   925 

Other comprehensive income

                   3 

% owned

   37.50%    37.50%    37.50%      

Revaluation identifiable assets on equity affiliates

                    

Equity value

   627   557   233   850    798   678 

Equity share in profit/(loss)

   (42  (33  (37  312    346   301 

Equity other comprehensive income

   89   (35  (3  25    (8   

Dividends paid to the Group

            261    224   114 

 

F-38 TOTAL S.A. Form 20-F 20132014


Refining & Chemicals

    Saudi Aramco Total
Refining & Petrochemicals
  Qatar 

(M€)

  2013  2012  2011  2013  2012  2011 

Non current assets

   8,960    7,867    5,893    2,079    1,941    1,964  

Current assets

   965    74    264    926    823    778  

Total Assets

   9,925    7,941    6,157    3,005    2,764    2,742  

Shareholder’s equity

   1,077    472    325    1,906    1,721    1,477  

Non current liabilities

   7,571    7,013    4,835    349    686    994  

Current liabilities

   1,277    456    997    750    357    271  

Total Liabilities

   9,925    7,941    6,157    3,005    2,764    2,742  

Revenues from sales

               1,627    1,446    1,297  

Net income

   (67  (77  (80  760    720    645  

Other comprehensive income

   (45  (8  21    (86  (31  62  

% owned

   37.50%    37.50%    37.50%     

Revaluation identifiable assets on equity affiliates

                         

Equity value

   404    177    121    579    513    376  

Equity share in profit/(loss)

   (25  (29  (30  261    234    187  

Equity other comprehensive income

   (17  (3  8    (26  (8  19  

Dividends paid to the Group

               169    89    76  

Saudi Aramco Total Refining & Petrochemicals is an entity including a refinery in Jubail, Saudi Arabia, with a capacity of 400,000 barrels/day with integrated petrochemical units.units which commenced production in June 2014.

The Group’s interests in associates of the Refining & Chemicals segment, operating steam crackers and polyethylene lines in Qatar have been combined: Qatar Petrochemical Company Ltd. (20.00%) and Qatofin (49.09%).

The information (100% gross) relating to significant joint ventures is as follows:

 

  Liquefaction entities
(Upstream)
 Samsung Total
Petrochemicals
(Refining & Chemicals)
   Liquefaction entities
(Upstream)
 Samsung Total
Petrochemicals
(Refining & Chemicals)
 

(M€)

  2013 2012 2011 2013 2012 2011 

(M$)

  2014 2013 2012 2014 2013 2012 

Non current assets

   9,114    3,427    913    2,744    2,022    1,626     23,326   12,569   4,521   3,754   3,785   2,668 

Current assets exluding cash and cash equivalents

   38    99    60    968    918    780  

Current assets excluding cash and cash equivalents

   731   52   131   1,972   1,335   1,211 

Cash and cash equivalents

   260    143    8    114    90    242     516   359   189   149   157   119 

Total Assets

   9,412    3,669    981    3,826    3,030    2,648     24,573   12,980   4,841   5,875   5,277   3,998 

Shareholder’s equity

   625    904    662    1,694    1,516    1,412     1,198   862   1,193   2,323   2,336   2,000 

Other non current liabilities

   5    5    10    60    52    38     225   7   7   126   83   69 

Non current financial debts

   7,756    1,867    83    1,002    682    454     21,596   10,696   2,463   1,793   1,382   900 

Other current liabilities

   1,026    893    76    512    468    508     1,269   1,415   1,178   705   706   617 

Current financial debts

           150    558    312    236     285         928   770   412 

Total Liabilities

   9,412    3,669    981    3,826    3,030    2,648     24,573   12,980   4,841   5,875   5,277   3,998 

Revenues from sales

   5            5,412    5,004    4,432  

Depreciation and amortisation

               (150  (166  (130

Revenue from sales

   5   7      8,366   7,188   6,429 

Depreciation and amortization

   (5        (223  (199  (213

Interest income

                            2         1       

Interest expense

               (16  (26  (20   (1        (45  (21  (33

Income taxes

               (74  (58  (62   50         (114  (98  (75

Net income

   (70  (63  (29  284    136    228     36   (93  (81  79   377   175 

Other comprehensive income

   (247  2    41    (40  88    (10      (295  58   (94  47   152 

% owned

      50.00%    50.00%    50.00%        50.00%    50.00%    50.00%  

Revaluation identifiable assets on equity affiliates

   709    587    430                 874   978   774          

Equity value

   844    781    576    847    758    706     1,130   1,164   1,030   1,161   1,169   1,000 

Equity share in profit/(loss)

   (16  (13  (7  142    68    114     10   (21  (16  40   189   87 

Equity other comprehensive income

   (140  21    26    (20  44    (5   (26  (137  55   (24  14   59 

Dividends paid to the Group

               34    59    49                 45   76 

The Group’s interests in joint ventures operating liquefaction plants have been combined. The amounts include investments in Yamal LNG in Russia (20.02%(20.01% direct holding) and Ichthys LNG in Australia (30.00%).

 

2013 Form 20-F TOTAL S.A.F-39


Samsung Total Petrochemicals is a South Korean company that operates a petrochemical complex in Daesan, South Korea (condensate separator, steam cracker, styrene, paraxylene, polyolefins).

 

Off balance sheet commitments relating to joint ventures are disclosed in Notenote 23 of the Consolidated Financial Statements.consolidated financial statements.

 

 

In Group share, the main aggregated financial items in equity consolidated affiliates and thatwhich have not been presented individually are as follows:

 

  2013   2012   2011   2014   2013   2012 

As of December 31,

(M€)

  Associates   Joint
ventures
   Associates   Joint
ventures
   Associates   Joint
ventures
 

Non current assets

   2,914     1,059     2,512     714     2,709     673  

As of December 31,

(M$)

  Associates   Joint
ventures
   Associates   Joint
ventures
   Associates   Joint
ventures
 

Non Current assets

   3,502    1,456    4,018    1,460    3,314    942 

Current assets

   1,086     1,103     927     1,001     1,125     1,036     1,478    1,283    1,498    1,521    1,223    1,320 

Total Assets

   4,000     2,162     3,439     1,715     3,834     1,709     4,980    2,739    5,516    2,981    4,537    2,262 

Shareholder’s equity

   1,225     590     1,282     481     1,577     423     1,083    725    1,688    813    1,689    634 

Non current liabilities

   1,614     761     1,306     526     1,272     438     2,348    877    2,227    1,050    1,725    694 

Current liabilities

   1,161     811     851     708     985     848     1,549    1,137    1,601    1,118    1,123    934 

Total Liabilities

   4,000     2,162     3,439     1,715     3,834     1,709     4,980    2,739    5,516    2,981    4,537    2,262 

 

    2013   2012  2011 

As of December 31,

(M€)

  Associates  Joint
ventures
   Associates   Joint
ventures
  Associates   Joint
ventures
 

Revenues from sales

   2,944    4,150     2,984     3,934    5,429     3,415  

Net income

   372    7     223     (7  329     (37

Other comprehensive income

   (21  13              24     (2

Equity value

   1,225    590     1,282     481    1,577     423  

Dividends paid to the Groupe

   336    36     425     32    367     22  

 

2014 Form 20-F TOTAL S.A.F-39

The equity value of the Group’s share in Shtokman Development AG amounts to254 million as of December 31, 2013.

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 on an initial development plan intended to produce 23.7 Bm3/y (0.4 Mboe/d) of gas, with half of the gas being piped to Europe and the other half being exported as LNG.

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.

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 of 2007 expired since July 1, 2012. In parallel, TOTAL and Gazprom are pursuing dialogue on technical studies to achieve an economically viable project.


    2014  2013  2012 

For the year ended December 31,

(M$)

  Associates  Joint
ventures
  Associates   Joint
ventures
  Associates  Joint
ventures
 

Revenues from sales

   4,124   4,473   3,910    5,512   3,834   5,054 

Net income

   95   (175  495    9   287   (10

Other comprehensive income

   (2  44   16    (13  (4   

Equity value

   1,083   725   1,688    813   1,689   634 

Dividends paid to the Group

   470   43   446    48   546   41 

13)OTHER INVESTMENTSOther 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, 2013

(M€)

  Carrying
amount
   Unrealized
gain (loss)
 Balance  sheet
value
 

As of December 31, 2014

(M$)

  Carrying
amount
   Unrealized
gain (loss)
 Balance  sheet
value
 

Areva(a)

   37     32    69     44    (4  40 

CME Group

   1     10    11  

Olympia Energy Fund — energy investment fund

   36     (7  29  

Gevo

   5         5  

Other publicly traded equity securities

   1     1    2     21    23   44 

Total publicly traded equity securities(b)

   80     36    116     65    19   84 

BBPP

   58         58     62       62 

BTC Limited

   104         104     132       132 

Other equity securities

   929         929     1,121       1,121 

Total other equity securities(b)

   1,091         1,091     1,315       1,315 

Other investments

   1,171     36    1,207     1,380    19   1,399 

As of December 31, 2013

(M$)

  Carrying
amount
   Unrealized
gain (loss)
  Balance  sheet
value
 

Areva(a)

   51    44   95 

Olympia Energy Fund — energy investment fund

   50    (10  40 

Other publicly traded equity securities

   10    15   25 

Total publicly traded equity securities(b)

   111    49   160 

BBPP

   80       80 

BTC Limited

   144       144 

Other equity securities

   1,282       1,282 

Total other equity securities(b)

   1,506       1,506 

Other investments

   1,617    49   1,666 

As of December 31, 2012

(M$)

  Carrying
amount
   Unrealized
gain (loss)
  Balance  sheet
value
 

Areva(a)

   50    13   63 

Olympia Energy Fund — energy investment fund

   50    (8  42 

Other publicly traded equity securities

   6    10   16 

Total publicly traded equity securities(b)

   106    15   121 

BBPP

   80        80 

Ocensa

   110        110 

BTC Limited

   157        157 

Other equity securities

   1,103        1,103 

Total other equity securities(b)

   1,450        1,450 

Other investments

   1,556    15   1,571 

(a)

Unrealized gain based on the investment certificate.

(b)

Including cumulative impairments of $856 million in 2014, $995 million in 2013 and $882 million in 2012.

 

F-40 TOTAL S.A. Form 20-F 20132014


As of December 31, 2012

(M€)

  Carrying
amount
   Unrealized
gain (loss)
  Balance  sheet
value
 

Areva(a)

   37     10    47  

CME Group

   1     7    8  

Olympia Energy Fund — energy investment fund

   38     (6  32  

Gevo

   3         3  

Other publicly traded equity securities

   1         1  

Total publicly traded equity securities(b)

   80     11    91  

BBPP

   61         61  

Ocensa

   83         83  

BTC Limited

   119         119  

Other equity securities

   836         836  

Total other equity securities(b)

   1,099         1,099  

Other investments

   1,179     11    1,190  

14)Other non-current assets

 

As of December 31, 2011

(M€)

  Carrying
amount
   Unrealized
gain (loss)
  Balance  sheet
value
 

Sanofi

   2,100     351    2,451  

Areva(a)

   69     1    70  

Arkema

              

Chicago Mercantile Exchange Group

   1     6    7  

Olympia Energy Fund — energy investment fund

   38     (5  33  

Gevo

   15     (3  12  

Other publicly traded equity securities

   3     (1  2  

Total publicly traded equity securities(b)

   2,226     349    2,575  

BBPP

   62         62  

Ocensa(c)

   85         85  

BTC Limited

   132         132  

Other equity securities

   820         820  

Total other equity securities(b)

   1,099         1,099  

Other investments

   3,325     349    3,674  

As of December 31, 2014

(M$)

  Gross value   Valuation
allowance
  Net value 

Loans and advances(a)

   3,998    (672  3,326 

Other

   866        866 

Total

   4,864    (672  4,192 

As of December 31, 2013

(M$)

  Gross value   Valuation
allowance
  Net value 

Loans and advances(a)

   4,073    (498  3,575 

Other

   831        831 

Total

   4,904    (498  4,406 

As of December 31, 2012

(M$)

  Gross value   Valuation
allowance
  Net value 

Loans and advances(a)

   3,421    (509  2,912 

Other

   601        601 

Total

   4,022    (509  3,513 

 

(a)Unrealized gain based on the investment certificate.
(b)Including cumulative impairments of €722 million in 2013, €669 million in 2012 and €604 million in 2011.
(c)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, 2013

(M€)

  Gross value   Valuation
allowance
  Net value 

Loans and advances(a)

   2,953     (361  2,592  

Other

   603         603  

Total

   3,556     (361  3,195  

As of December 31, 2012

(M€)

  Gross value   Valuation
allowance
  Net value 

Loans and advances(a)

   2,593     (386  2,207  

Other

   456         456  

Total

   3,049     (386  2,663  

As of December 31, 2011

(M€)

  Gross value   Valuation
allowance
  Net value 

Loans and advances(a)

   2,454     (399  2,055  

Other

   402         402  

Total

   2,856     (399  2,457  

(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,

(M$)

  Valuation
allowance as of
January 1,
  Increases  Decreases   

Currency

translation

adjustment and

other variations

  Valuation
allowance as of
December 31,
 

2014

   (498  (63  102    (213  (672

2013

   (509  (21  9    23   (498

2012

   (516  (21  23    5   (509

15)Inventories

As of December 31, 2014

(M$)

  Gross value   Valuation
allowance
  Net value 

Crude oil and natural gas

   2,697    (188  2,509 

Refined products

   5,922    (422  5,500 

Chemicals products

   1,119    (85  1,034 

Trading inventories

   2,950        2,950 

Other inventories

   3,903    (700  3,203 

Total

   16,591    (1,395  15,196 

As of December 31, 2013

(M$)

  Gross value   Valuation
allowance
  Net value 

Crude oil and natural gas

   4,515    (25  4,490 

Refined products

   8,868    (153  8,715 

Chemicals products

   1,616    (108  1,508 

Trading inventories

   4,401        4,401 

Other inventories

   3,719    (736  2,983 

Total

   23,119    (1,022  22,097 

As of December 31, 2012

(M$)

  Gross value   Valuation
allowance
  Net value 

Crude oil and natural gas

   4,016    (22  3,994 

Refined products

   9,459    (114  9,345 

Chemicals products

   1,900    (124  1,776 

Trading inventories

   4,990        4,990 

Other inventories

   3,457    (608  2,849 

Total

   23,822    (868  22,954 

 

20132014 Form 20-F TOTAL S.A. F-41


Changes in the valuation allowance on loans and advances are detailed as follows:

For the year ended December 31,

(M€)

  

Valuation
allowance as of

January 1,

  Increases  Decreases   Currency
translation
adjustment and
other variations
  Valuation
allowance as of
December 31,
 

2013

   (386  (16  7     34    (361

2012

   (399  (16  18     11    (386

2011

   (464  (25  122     (32  (399

15)INVENTORIES

As of December 31, 2013

(M€)

  Gross value   Valuation
allowance
  Net value 

Crude oil and natural gas

   3,274     (18  3,256  

Refined products

   6,430     (111  6,319  

Chemicals products

   1,172     (78  1,094  

Trading inventories

   3,191         3,191  

Other inventories

   2,697     (534  2,163  

Total

   16,764     (741  16,023  

As of December 31, 2012

(M€)

  Gross value   Valuation
allowance
  Net value 

Crude oil and natural gas

   3,044     (17  3,027  

Refined products

   7,169     (86  7,083  

Chemicals products

   1,440     (94  1,346  

Trading inventories

   3,782         3,782  

Other inventories

   2,620     (461  2,159  

Total

   18,055     (658  17,397  

As of December 31, 2011

(M€)

  Gross value   Valuation
allowance
  Net value 

Crude oil and natural gas

   3,791     (24  3,767  

Refined products

   7,483     (36  7,447  

Chemicals products

   1,489     (103  1,386  

Trading inventories

   3,233         3,233  

Other inventories

   2,695     (406  2,289  

Total

   18,691     (569  18,122  

Changes in the valuation allowance on inventories are as follows:

 

For the year ended December 31,

(M€)

  Valuation
allowance as of
January 1,
 Increase (net) Currency
translation
adjustment and
other variations
 Valuation
allowance as of
December 31,
 

For the year ended December 31,

(M$)

  Valuation
allowance as of
January 1,
 Increase (net) 

Currency

translation

adjustment and

other variations

 

Valuation

allowance as of

December 31,

 

2014

   (1,022  (495  122   (1,395

2013

   (658  (119  36    (741   (868  (158  4   (1,022

2012

   (569  (96  7    (658   (736  (123  (9  (868

2011

   (445  (83  (41  (569

16)ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETSAccounts receivable and other current assets

 

As of December 31, 2013

(M€)

  Gross value   Valuation
allowance
  Net value 

Accounts receivable

   17,523     (539  16,984  

Recoverable taxes

   2,482         2,482  

Other operating receivables

   7,303     (112  7,191  

Prepaid expenses

   1,075         1,075  

Other current assets

   50         50  

Other current assets

   10,910     (112  10,798  

As of December 31, 2014

(M$)

  Gross value   Valuation
allowance
  Net value 

Accounts receivable

   16,306    (602  15,704 

Recoverable taxes

   3,242        3,242 

Other operating receivables

   11,159    (367  10,792 

Prepaid expenses

   1,609        1,609 

Other current assets

   59        59 

Other current assets

   16,069    (367  15,702 

 

F-42TOTAL S.A. Form 20-F 2013


As of December 31, 2012

(M)

  Gross value   Valuation
allowance
 Net value 

As of December 31, 2013

(M$)

  Gross value   Valuation
allowance
 Net value 

Accounts receivable

   19,678     (472  19,206     24,165    (743  23,422 

Recoverable taxes

   2,796         2,796     3,423        3,423 

Other operating receivables

   6,416     (258  6,158     10,071    (154  9,917 

Prepaid expenses

   1,085         1,085     1,482        1,482 

Other current assets

   47         47     70        70 

Other current assets

   10,344     (258  10,086     15,046    (154  14,892 

 

As of December 31, 2011

(M)

  Gross value   Valuation
allowance
 Net value 

As of December 31, 2012

(M$)

  Gross value   Valuation
allowance
 Net value 

Accounts receivable

   20,532     (483  20,049     25,962    (623  25,339 

Recoverable taxes

   2,398         2,398     3,689        3,689 

Other operating receivables

   7,750     (283  7,467     8,466    (340  8,126 

Prepaid expenses

   840         840     1,432        1,432 

Other current assets

   62         62     60        60 

Other current assets

   11,050     (283  10,767     13,647    (340  13,307 

Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows:

 

For the year ended December 31,

(M€)

  Valuation
allowance
as of
January 1,
 Increase
(net)
 Currency
translation
adjustments
and other
variations
 Valuation
allowance as  of
December 31,
 

For the year ended December 31,

(M$)

  Valuation
allowance
as of
January 1,
 Increase
(net)
 Currency
translation
adjustments
and other
variations
 Valuation
allowance as  of
December 31,
 

Accounts receivable

          

2014

   (743  46   95   (602

2013

   (472  (88  21    (539   (623  (117  (3  (743

2012

   (483  (56  67    (472   (625  (72  74   (623

2011

   (476  4    (11  (483

Other current assets

          

2014

   (154  (221  8   (367

2013

   (258  122    24    (112   (340  163   23   (154

2012

   (283  26    (1  (258   (365  33   (8  (340

2011

   (136  (132  (15  (283

 

As of December 31, 2014, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was $3,049 million, of which $1,382 million was due in less than 90 days, $593 million was due between 90 days and 6 months, $226 million was due between 6 and 12 months and $848 million was due after 12 months.

As of December 31, 2013, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was2,764 $3,812 million, of which1,135 $1,565 million was due in less than 90 days,434 $599 million was due between 90 days and 6 months,547 $754 million was due between 6 and 12 months and648 $894 million was due after 12 months.

F-42TOTAL S.A. Form 20-F 2014


As of December 31, 2012, the net portion of the overdue receivables included in “Accounts receivable” and “Other current assets” was3,442 $4,541 million, of which2,025 $2,672 million was due in less than 90 days,679 $896 million was due

between 90 days and 6 months,260 $343 million was due between 6 and 12 months and478 $630 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” was3,556 million, of which1,857 million was due in less than 90 days,365 million was due between 90 days and 6 months,746 million was due between 6 and 12 months and588 million was due after 12 months.

17)SHAREHOLDERS’ EQUITYShareholders’ equity

Number of TOTAL shares

The Company’s common shares, par value2.50, as of December 31, 20132014 are the only category of shares. Shares may be held in either bearer or registered form.

Double voting rights are granted to holders of shares that are fully-paid and held in the name of the same shareholder for at least two years, with due consideration for the total portion of the share capital represented. Double voting rights are also assigned to restricted shares in the event of an increase in share capital by incorporation of reserves, profits or premiums based on shares already held that are entitled to double voting rights.

Pursuant to the Company’s bylaws (Statutes), no shareholder may cast a vote at a shareholders’ meeting, either by himself or through an agent, representing more

than 10% of the total voting rights for the Company’s shares. This limit applies to the aggregated amount of voting rights held directly, indirectly or through voting proxies. However, in the case of double voting rights, this limit may be extended to 20%.

2013 Form 20-F TOTAL S.A.F-43


These restrictions no longer apply if any individual or entity, acting alone or in concert, acquires at least two-thirds of the total share capital of the Company, directly or indirectly, following a public tender offer for all of the Company’s shares.

The authorized share capital amounts to 3,416,388,282 shares as of December 31, 2014 compared to 3,417,495,344 shares as of December 31, 2013 compared toand 3,421,533,930 shares as of December 31, 2012 and 3,446,401,650 shares as2012. As of December 31, 2011.2014 the share capital of TOTAL S.A. amounted to5,963,168,812.50.

 

 

Variation of the share capital

 

As of December 31, 2010

2,349,640,931

Shares issued in connection with:

Capital increase reserved for employees8,902,717
Exercise of TOTAL share subscription options5,223,665

As of December 31, 2011

      2,363,767,313

Shares issued in connection with:

  Capital increase as part of athe global free share plan intended for the Group employees   1,366,950 
   Exercise of TOTAL share subscription options   798,883 

As of December 31, 2012

      2,365,933,146

Shares issued in connection with:

  Capital increase reserved for employees   10,802,215 
   Exercise of TOTAL share subscription options   942,799 

As of December 31, 2013(a)

      2,377,678,160

Shares issued in connection with:

Capital increase as part of the global free share plan intended for the Group employees666,575
Exercise of TOTAL share subscription options6,922,790
As of December 31, 2014(a)2,385,267,525

 

(a)

Including 109,214,448109,361,413 treasury shares deducted from consolidated shareholders’ equity.

2014 Form 20-F TOTAL S.A.F-43


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:

 

  2013 2012 2011   2014 2013 2012 

Number of shares as of January 1,

   2,365,933,146    2,363,767,313    2,349,640,931     2,377,678,160   2,365,933,146   2,363,767,313 

Number of shares issued during the year (pro rated)

        

Exercise of TOTAL share subscription options

   248,606    663,429    3,412,123     3,768,183   248,606   663,429 

Exercise of TOTAL share purchase options

                       

TOTAL performance shares

   1,197,228    991,126    978,503     2,121,605   1,197,228   991,126 

Global free TOTAL share plan(a)

   227    683,868    506     333,637   227   683,868 

Capital increase reserved for employees

   7,201,477        5,935,145        7,201,477    

TOTAL shares held by TOTAL S.A. or by its subsidiaries and deducted from shareholders’ equity

   (110,230,889  (110,304,173  (112,487,679   (111,042,073  (110,230,889  (110,304,173

Weighted-average number of shares

   2,264,349,795    2,255,801,563    2,247,479,529     2,272,859,512   2,264,349,795   2,255,801,563 

Dilutive effect

        

TOTAL share subscription and purchase options

   554,224    247,527    470,095     2,119,759   554,224   247,527 

TOTAL performance shares

   4,924,693    7,748,805    6,174,808     3,578,225   4,924,693   7,748,805 

Global free TOTAL share plan(a)

   852,057    1,703,554    2,523,233     353,054   852,057   1,703,554 

Capital increase reserved for employees

   862,889    1,134,296    303,738     2,093,601   862,889   1,134,296 

Weighted-average number of diluted shares

   2,271,543,658    2,266,635,745    2,256,951,403     2,281,004,151   2,271,543,658   2,266,635,745 

 

(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.

 

Capital increase reserved for Group employees

The Combined General Meeting of May 11, 2012, in its seventeenth resolution,16, 2014, delegated to the Board of Directors in its fourteenth resolution, the authority to carry out, a capital increase, 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.

The Combined General Meeting of May 11, 2012, in its eighteenth resolution,16, 2014, also delegated to the Board of Directors, in its fifteenth resolution, the powers necessary to accomplish a capital increase, 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 seventeenthfourteenth resolution of the Combined General Meeting of May 11, 2012.16, 2014.

Pursuant to these delegations, the Board of Directors, during its September 18, 2012, meeting on July 29, 2014, decided to proceed with a capital increase reserved for employees that included a classic offering and a leveraged offering depending on the employees’ choice, within the limit of 18 million shares with dividend rights as of January 1,

F-44TOTAL S.A. Form 20-F 2013


2012. 2014. All powers have been delegated to the Chief Executive Officer to determine the opening and closing of the subscription period and the subscription price. This capital increase, opened in 2014, is expected to be completed before the General Meeting of 2015.

The prior capital increase reserved for employees of the Group was decided by the Board of Directors on

September 18, 2012, under the terms of the authorization of the Combined General Meeting of May 11, 2012, and resulted in the subscription of 10,802,215 shares with a par value of2.52.50 at a unit price of30.70. The issuance of the shares was acknowledged on April 25, 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 of2.5 at a unit price of34.80. The issuance of the shares was acknowledged on April 28, 2011.

Capital increase as part of a global free share plan intended for Group employees

The Shareholders’Combined General Meeting held onof May 16, 2008, in its seventeenth resolution, delegated to the Board of Directors in its seventeenth resolution, 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.

Pursuant to this delegation, the Board of Directors, during its meeting on May 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.

As a result, and in accordance with the terms defined by the Board of Directors during its meeting on July 2, 2012,May 21, 2010, the Chairman and Chief Executive Officer of the Group acknowledgednoted:

on July 2, 2012, the issuance and the final allocation of 1,366,950 ordinary shares with a nominal value of2.50 to the designated beneficiaries designated byafter the terms defined byexpiration of the Boardtwo-year acquisition period; and

F-44TOTAL S.A. Form 20-F 2014


on July 1, 2014, the issuance and the final allocation of Directors meeting held on May 21, 2010.666,575 shares with a nominal value of2.50 after the expiration of the four-year acquisition period.

On December 31, 2013, 873,475There are no additional shares that may be issued as part of this plan.

Share cancellation

The Group did not proceed with a reduction of capital by cancellation of shares held by the Company during the fiscal years 2011, 2012, 2013 and 2013.2014.

Treasury shares (TOTAL shares held by TOTAL S.A.)

As of December 31, 2014, TOTAL S.A. held 9,030,145 of its own shares, representing 0.38% of its share capital, detailed as follows:

8,946,930 shares allocated to TOTAL share grant plans for Group employees;

83,215 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, 2013, TOTAL S.A. holds 8,883,180 of its own shares, representing 0.37% of its share capital, detailed as follows:

 

8,764,020 shares allocated to TOTAL share grant plans for Group employees; and

 

119,160 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, 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

 

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;

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.

TOTAL shares held by Group subsidiaries

As of December 31, 2014, 2013 2012 and 2011,2012, TOTAL S.A. held indirectly through its subsidiaries 100,331,268 of its own shares, representing 4.21% of its share capital as of December 31, 2014, 4.22% of its share capital as of December 31, 2013 4.24% of its share capital as of December 31, 2012 and 4.24% of its share capital as of December 31, 20112012, detailed as follows:

 

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.

These shares are deducted from the consolidated shareholders’ equity.

Dividend

TOTAL S.A. paid on March 21, 2013,27, 2014, the third quarterly interim dividend of0.59 per share for the fiscal year 20122013 (the ex-dividend date was March 18, 2013)24, 2014). TOTAL S.A. also paid on June 27, 2013,5, 2014, the balance of the dividend of0.590.61 per share for the 20122013 fiscal year (the ex-dividend date was June 24, 2013)2, 2014).

2013 Form 20-F TOTAL S.A.F-45


In addition, TOTAL S.A. paid two quarterly interim dividends for the fiscal year 2013:2014:

 

the first quarterly interim dividend of0.590.61 per share for the fiscal year 2013,2014, decided by the Board of Directors on April 25, 2013,29, 2014, was paid on September 27, 201326, 2014 (the ex-dividend date was September 24, 2013)23, 2014); and

 

the second quarterly interim dividend of0.590.61 per share for the fiscal year 2013,2014, decided by the Board of Directors on July 25, 2013,29, 2014, was paid on December 19, 201317, 2014 (the ex-dividend date was December 16, 2013)15, 2014).

The Board of Directors, during its October 30, 201328, 2014 meeting, decided to set the third quarterly interim dividend for the fiscal year 20132014 at0.590.61 per share. This interim dividend will be paid on March 27, 201425, 2015 (the ex-dividend date will be March 24, 2014)23, 2015).

A resolution will be submitted at the shareholders’ meeting on May 16, 201429, 2015 to pay a dividend of2.382.44 per share for the 20132014 fiscal year, i.e. a balance of0.61 per share to be distributed after deductingdistributed. A resolution will also be submitted at the three quarterly interim dividendsshareholders’ meeting on May 29, 2015, the option for shareholders to receive the fourth quarter dividend in shares or in cash. The payment of the dividend in cash or0.59 per

2014 Form 20-F TOTAL S.A.��F-45


the delivery of shares in lieu of cash is set for July 1st 2015 (the ex-dividend date will be June 8, 2015). The number of shares issued in lieu of the cash dividend will be based on the dividend amount divided by a share that will have already been paid.price equal to 90% of the average Euronext Paris opening price of the shares for the 20 trading days preceding the shareholders meeting reduced by the amount of the dividend remainder.

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.contributions to.

As of December 31, 2013,2014, paid-in surplus relating to TOTAL S.A. amounted to28,319 million (28,020 million (as of December 31, 2013 and27,684 million as of December 31, 2012 and27,655 million as of December 31, 2011)2012).

Reserves

Under French law, 5% of net income must be transferred to the legal reserve until the legal reserve reaches 10% of the nominal value of the share capital. This reserve cannot be distributed to the shareholders other than upon liquidation but can be used to offset losses.

If wholly distributed, the unrestricted reserves of the parent company would be taxed for an approximate amount of568 $755 million as of December 31, 2014 ($754 million as of December 31, 2013 (539and $693 million as of December 31, 2012 and539 million as of December 31, 2011)2012) with regards to additional corporation tax to be applied on regulatory reserves so that they become distributable.

Furthermore, the 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, established by the second corrective finance act for 2012 would be payable for an amount of405 $553 million (375($538 million as of December 31, 2013 and $482 million as of December 31, 2012).

 

 

Other comprehensive income

Detail of other comprehensive income showing both items reclassifiedpotentially reclassifiable and those not potentially reclassifiable from equity to net income is presented in the table below:

 

For the year ended December 31, (M€)  2013 2012 2011 

Actuarial gains and losses

    513     (911   (533
For the year ended December 31, (M$)  2014 2013 2012 

Actuarial gains and loses

    (1,526   682    (1,171

Tax effect

    (216  362    191      580    (287   465 

Currency translation adjustment generated by the parent company

    (9,039  3,129   1,324 

Subtotal items not potentially reclassifiable to profit & loss

    297    (549  (342    (9,985  3,524   618 

Currency translation adjustment

    (2,199   (702   1,483      4,245    (1,925   (397

— Unrealized gain/(loss) of the period

   (2,216   (713   1,420      4,413    (1,972   (392 

— Less gain/(loss) included in net income

   (17  (11  (63    168   (47  5  

Available for sale financial assets

    25     (338   337      (29   33    (435

— Unrealized gain/(loss) of the period

   25     63     382      (39   33    80  

— Less gain/(loss) included in net income

       401    45      (10      515  

Cash flow hedge

    117     65     (84    97    156    83 

— Unrealized gain/(loss) of the period

   182     152     (131    (198   242    195  

— Less gain/(loss) included in net income

   65    87    (47    (295  86   112  

Share of other comprehensive income of equity affiliates, net amount

    (857  160    (15    (1,538  (805  249 

Other

    (4   (14   (3    3    (12   (18

— Unrealized gain/(loss) of the period

   (4   (14   (3    3    (12   (18 

— Less gain/(loss) included in net income

                            

Tax effect

    (47  63    (55    (18  (62  82 

Subtotal items potentially reclassifiable to profit & loss

    (2,965  (766  1,663      2,760   (2,615  (436

Total other comprehensive income, net amount

    (2,668  (1,315  1,321      (7,225  909   182 

 

F-46 TOTAL S.A. Form 20-F 20132014


The currency translation adjustment by currency is detailed in the following table:

As of December 31, 2014 (M$)  Total  Euro  Pound
sterling
  Ruble  Other
currencies
 

Currency translation adjustment generated by the parent company

   (9,039  (9,039            

Currency translation adjustment

   4,245   5,474   (372  (22  (835

Currency translation adjustment of equity affiliates

   (1,521  1,127   21   (2,586  (83

Total currency translation adjustment recognized in comprehensive income

   (6,315  (2,438  (351  (2,608  (918

As of December 31, 2013 (M$)  Total  Euro  Pound
sterling
  Ruble  Other
currencies
 

Currency translation adjustment generated by the parent company

   3,129   3,129             

Currency translation adjustment

   (1,925  (1,632  153   (2  (444

Currency translation adjustment of equity affiliates

   (768  (329  (8  (441  10 

Total currency translation adjustment recognized in comprehensive income

   436   1,168   145   (443  (434

As of December 31, 2012 (M$)  Total  Euro  Pound
sterling
  Ruble   Other
currencies
 

Currency translation adjustment generated by the parent company

   1,324   1,324              

Currency translation adjustment

   (397  (829  254        178 

Currency translation adjustment of equity affiliates

   247   (127  (15  301    88 

Total currency translation adjustment recognized in comprehensive income

   1,174   368   239   301    266 

Tax effects relating to each component of other comprehensive income are as follows:

 

 2013 2012 2011  2014 2013 2012 

For the year ended

December 31, (M€)

 Pre-tax
amount
 Tax
effect
 Net
amount
 Pre-tax
amount
 Tax
effect
 Net
amount
 Pre-tax
amount
 Tax
effect
 Net
amount
 

For the year ended

December 31, (M$)

 Pre-tax
amount
 Tax
effect
 Net
amount
 Pre-tax
amount
 Tax
effect
 Net
amount
 Pre-tax
amount
 Tax
effect
 Net
amount
 

Actuarial gains and losses

  513    (216  297    (911  362    (549  (533  191    (342  (1,526  580   (946  682   (287  395   (1,171  465   (706

Currency translation adjustment generated by the parent company

  (9,039  (9,039  3,129   3,129   1,324   1,324 

Subtotal items not potentially reclassifiable to profit & loss

  513    (216  297    (911  362    (549  (533  191    (342  (10,565  580   (9,985  3,811   (287  3,524   153   465   618 

Currency translation adjustment

  (2,199      (2,199  (702      (702  1,483        1,483    4,245       4,245   (1,925      (1,925  (397      (397

Available for sale financial assets

  25    (6  19    (338  89    (249  337    (93  244    (29  15   (14  33   (8  25   (435  115   (320

Cash flow hedge

  117    (41  76    65    (26  39    (84  38    (46  97   (33  64   156   (54  102   83   (33  50 

Share of other comprehensive income of equity affiliates, net amount

  (857      (857  160        160    (15      (15  (1,538      (1,538  (805      (805  249       249 

Other

  (4      (4  (14      (14  (3      (3  3       3   (12      (12  (18      (18

Subtotal items potentially reclassifiable to profit & loss

  (2,918  (47  (2,965  (829  63    (766  1,718    (55  1,663    2,778   (18  2,760   (2,553  (62  (2,615  (518  82   (436

Total other comprehensive income

  (2,405  (263  (2,668  (1,740  425    (1,315  1,185    136    1,321    (7,787  562   (7,225  1,258   (349  909   (365  547   182 

Non-controlling interests

As of December 31, 2013,2014, no subsidiary has non-controlling interests that would have a material effect on the Group financial statements.

18)EMPLOYEE BENEFITS OBLIGATIONSEmployee benefits obligations

Liabilities for employee benefits obligations consist of the following:

 

As of December 31, (M€)  2013   2012   2011 
As of December 31, (M$)  2014   2013   2012 

Pension benefits liabilities

   2,244     2,774     2,413     3,751    3,095    3,656 

Other benefits liabilities

   571     701     628     757    788    927 

Restructuring reserves (early retirement plans)

   256     269     344     250    352    356 

Total

   3,071     3,744     3,385     4,758    4,235    4,939 

Net liabilities relating to assets held for sale

        9          208         12 

 

2014 Form 20-F TOTAL S.A.F-47


Description of plans and risk management

The Group operates for the benefit of its current and former employees both defined benefit plans and defined contribution plans.

The Group recognized a charge of97 $157 million for defined contribution plans in 2013.2014 ($129 million in 2013).

The Group’s main defined benefit pension plans are located in France, the United Kingdom, the United States, Belgium and Germany. Their main characteristics, depending on the country-specific regulatory environment, are the following:

 

the benefits are usually based on the final salary and seniority;

 

they are usually funded (pension fund or insurer);

 

they are usually closed to new employees who benefit from defined contribution pension plans; and

 

they are paid in annuity or in lump sum.

The pension benefits include also termination indemnities and early retirement benefits. The other benefits are employer contributions to post-employment medical care.

In order to manage the inherent risks, the Group has implemented a dedicated governance framework to ensure the supervision of the different plans. These governance rules provide for:

 

the Group’s representation in key governance bodies or monitoring committees;

 

the principles of the funding policy;

 

the general investment policy, including for most plans the establishment of a monitoring committee to define and follow the investment strategy and performance and to ensure the principles in respect of investment allocation are respected;

 

a procedure for to approve the establishment of new plans or the amendment of existing plansplans;

 

principles of administration, communication and reportingreporting.

 

 

2013 Form 20-F TOTAL S.A.F-47


Change in benefit obligations and plan assets

The fair value of the defined benefit obligation and plan assets in the Consolidated Financial Statements is detailed as follows:

 

  Pension benefits Other benefits   Pension benefits Other benefits 

As of December 31, (M€)

  2013 2012 2011 2013 2012 2011 

As of December 31, (M$)

  2014 2013 2012 2014 2013 2012 

Change in benefit obligation

              

Benefit obligation at beginning of year

   10,893    9,322    8,740    701    628    623     14,310   14,372   12,061   788   927   813 

Current service cost

   219    180    163    16    14    13     281   290   231   16   21   18 

Interest cost

   388    429    420    23    29    28     560   515   551   31   31   37 

Past service cost

   9    204    9    (51  8    3     (84  12   262   (4  (68  10 

Settlements

   (68      (111  (1           1   (90          (1    

Plan participants’ contributions

   8    9    9                 11   10   12             

Benefits paid

   (540  (549  (451  (34  (37  (34   (694  (717  (705  (38  (45  (47

Actuarial losses (gains)

   (273  1,217    435    (69  58    (9   1,281   (362  1,563   127   (92  75 

Foreign currency translation and other

   (259  81    108    (14  1    4     (1,369  280   397   (75  15   21 

Benefit obligation at year-end

   10,377    10,893    9,322    571    701    628     14,297   14,310   14,372   845   788   927 

of which plans entirely or partially funded

   9,632    9,918    8,277              

of which plans not funded

   745    975    1,045    571    701    628  

Of which plans entirely or partially funded

   13,448   13,283   13,086             

Of which plans not funded

   849   1,027   1,286   845   788   927 

Change in fair value of plan assets

              

Fair value of plan assets at beginning of year

   (8,148  (7,028  (6,809               (11,293  (10,750  (9,094            

Interest income

   (307  (339  (338               (463  (408  (435            

Actuarial losses (gains)

   (187  (366  108                 111   (249  (470            

Settlements

   69        80                     91                 

Plan participants’ contributions

   (8  (9  (9               (11  (10  (12            

Employer contributions

   (224  (787  (347               (384  (298  (1,011            

Benefits paid

   453    452    386                 563   602   580             

Foreign currency translation and other

   163    (71  (99               979   (271  (308            

Fair value of plan assets at year-end

   (8,189  (8,148  (7,028               (10,498  (11,293  (10,750            

Unfunded status

   2,188    2,745    2,294    571    701    628     3,799   3,017   3,622   845   788   927 

Asset ceiling

   21    15    14                 34   29   20             

Net recognized amount

   2,208    2,760    2,308    571    701    628     3,833   3,046   3,642   845   788   927 

Pension benefits and other benefits liabilities

   2,244    2,774    2,413    571    701    628     3,751   3,095   3,656   757   788   927 

Other non-current assets

   (36  (23  (105               (38  (49  (26            

Net benefit liabilities relating to assets held for sale

       9                     120       12   88         

F-48TOTAL S.A. Form 20-F 2014


The amounts recognized in the consolidated income statement and the consolidated statement of comprehensive income for defined benefit plans are detailed as follows:

 

    Pension benefits  Other benefits 

As of December 31, (M€)

  2013  2012  2011  2013  2012  2011 

Current service cost

   219    180    163    16    14    13  

Past service cost

   9    204    9    (51  8    3  

Settlements

   1        (31  (1        

Net interest cost

   81    90    82    23    29    28  

Benefit amounts recognized in Profit & Loss

   310    474    223    (13  51    44  

Actuarial (Gains) Losses

       

— Effect of changes in demographic assumptions

   4    32    64    (7  (1  (9

— Effect of changes in financial assumptions

   (226  1,030    419    (51  67    10  

— Effect of experience adjustments

   (51  155    (48  (11  (8  (10

— Actual return on plan assets (excluding interest income)

   (187  (366  108              

Effect of asset ceiling

   16    2    (1            

Benefit amounts recognized in Equity

   (444  853    542    (69  58    (9

Total benefit amounts recognized in other comprehensive income

   (134  1,327    765    (82  109    35  
    Pension benefits  Other benefits 

For the year ended December 31, (M$)

  2014  2013  2012  2014  2013  2012 

Current service cost

   281   290   231   16   21   18 

Past service cost

   (84  12   262   (4  (68  10 

Settlements

   1   1         (1   

Net interest cost

   97   107   116   31   31   37 

Benefit amounts recognized on Profit & Loss

   295   410   609   43   (17  65 

— Actuarial (Gains) Losses

       

* Effect of changes in demographic assumptions

   178   5   41   18   (9  (1

* Effect of changes in financial assumptions

   1,295   (299  1,323   129   (68  86 

* Effect of experience adjustments

   (192  (68  199   (20  (15  (10

* Actual return on plan assets (excluding interest income)

   111   (249  (470         

— Effect of asset ceiling

   7   21   3          

Benefit amounts recognized on Equity

   1,399   (590  1,096   127   (92  75 

Total benefit amounts recognized on other comprehensive income

   1,694   (180  1,705   170   (109  140 

The past service cost recognized in 2012 for204 $262 million is mainly due to the amendment of certain French plans.

F-48TOTAL S.A. Form 20-F 2013


Expected future cash out flow

The average duration of accrued benefits is approximately 15 years for defined pension benefits and 1418 years for other benefits. The Group expects to pay contributions of183 $212 million in respect of funded pension plans in 2014.2015.

Estimated future benefits either financed from plan assets or directly paid by the employer are detailed as follows:

 

Estimated future payments          
As of December 31, (M€)  Pension benefits   Other benefits 

2014

   566     29  
Estimated future payments (M$)  Pension benefits   Other benefits 

2015

   540     29     768    34 

2016

   550     30     759    35 

2017

   583     30     967    35 

2018

   541     30     747    35 

2019-2023

   2,896     159  

2019

   792    36 

2020-2024

   4,202    181 

Type of assets

 

Asset allocation  Pension benefits   Pension benefits 
As of December 31,  2013   2012   2011   2014 2013 2012 

Equity securities

   30   29   29%     29  30  29%  

Debt securities

   64   64   64%     43  64  64%  

Monetary

   2   3   4%     3  2  3%  

Annuity contracts

   21        

Real estate

   4   4   3%     4  4  4%  

Investments on equity and debt markets are quoted on active markets.

An annuity purchase transaction (buy-in) was completed during 2014 to cover the risks for part of the beneficiaries population in the United Kingdom. This investment resulted in an actuarial loss of $(471) million recognized in other comprehensive income.

2014 Form 20-F TOTAL S.A.F-49


Main actuarial assumptions and sensitivity analysis

 

Assumptions used to determine benefits
obligations
  Pension benefits Other benefits     Pension benefits Other benefits 
As of December 31,  2013 2012 2011 2013 2012 2011     2014 2013 2012 2014 2013 2012 

Discount rate (weighted average for all regions)

     4.14  3.79  4.61  4.14  3.82  4.70   3.06  4.14  3.79  3.12  4.14  3.82
  Of which Euro zone   3.40  3.20  4.21  3.44  3.19  4.25 Of which Euro zone  1.95  3.40  3.20  2.22  3.44  3.19
  Of which United States   4.74  4.00  5.00  4.71  4.00  4.97 Of which United States  4.00  4.74  4.00  4.00  4.71  4.00
  Of which United Kingdom   4.50  4.25  4.75    Of which United Kingdom  3.75  4.50  4.25         

Inflation rate (weighted average for all regions)

     2.67  2.24  2.35      2.44  2.67  2.24         
  Of which Euro zone   2.00  2.00  2.00    Of which Euro zone  1.75  2.00  2.00         
  Of which United Kingdom   3.50  2.75  3.00  Of which United Kingdom  3.25  3.50  2.75         

The discount rate retained is determined by reference to the high quality rates for AA-rated corporate bonds for a duration equivalent to that of the obligations. It derives from a benchmark per monetary area of different market data at the closing date.

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, 2013

   (728  827  
(M$)  0.5% increase  0.5% decrease 

Benefit obligation as of December 31, 2014

   (1,031  1,167 

A 0.5% increase or decrease in inflation rates – all other things being equal – equal—would have the following approximate impact on the benefit obligation:

 

(M€)  0.5% increase   0.5% decrease 

Benefit obligation as of December 31, 2013

   497     (454

2013 Form 20-F TOTAL S.A.F-49


(M$)  0.5% increase   0.5% decrease 

Benefit obligation as of December 31, 2014

   718    (636

19)PROVISIONS AND OTHER NON-CURRENT LIABILITIESProvisions and other non-current liabilities

 

As of December 31, (M€)  2013   2012   2011 
As of December 31, (M$)  2014   2013   2012 

Litigations and accrued penalty claims

   624     930     572     1,040    862    1,227 

Provisions for environmental contingencies

   841     556     600     994    1,160    733 

Asset retirement obligations

   9,287     7,624     6,884     13,121    12,808    10,059 

Other non-current provisions

   1,104     1,028     1,099     1,528    1,522    1,357 

Other non-current liabilities

   845     1,447     1,754     862    1,165    1,909 

Total

   12,701     11,585     10,909     17,545    17,517    15,285 

 

In 2013,2014, litigation reserves mainly include a provision of624 $1,040 million of which506 $861 million is in the Upstream, notably in Angola and Nigeria. Other risks and commitments that give rise to contingent liabilities are described in Note 32 to the Consolidated Financial Statements.

In 2013,2014, other non-current provisions mainly include:

 

The contingency reserve related to the Toulouse-AZF plant explosion (civil liability) for13 million as of December 31, 2013;

Provisions related to restructuringsales of activities in the Refining & Chemicals and Marketing & Services segments for199 $241 million as of December 31, 2013;2014;

 

Provisions for financial risks related to non-consolidated and equity consolidated affiliates for172 $228 million as of December 31, 2013;2014; and

 

The contingency reserve regarding guarantees granted in relation to solar panels of SunPower for108 $155 million as of December 31, 2013.2014.

In 2013,2014, 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 a92 $32 million debt related to the acquisition of an interest in the liquids-rich area of the Utica shale play (see Note 3play.

In 2013, litigation reserves mainly included a provision of $862 million of which $698 million is in the Upstream, notably in Angola and Nigeria.

In 2013, other non-current provisions mainly included:

Provisions related to restructuring activities in the Refining & Chemicals and Marketing & Services segments for $275 million as of December 31, 2013;

Provisions for financial risks related to non-consolidated and equity consolidated affiliates for $238 million as of December 31, 2013; and

The contingency reserve regarding guarantees granted in relation to solar panels of SunPower for $149 million as of December 31, 2013.

In 2013, 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 $127 million debt related to the Consolidated Financial Statements).acquisition of an interest in the liquids-rich area of the Utica shale play.

F-50TOTAL S.A. Form 20-F 2014


In 2012, litigation reserves mainly included 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 (DoJ) in the United States (see Note 32 to the Consolidated Financial Statements). It also included a provision covering risks concerning antitrust investigations related to Arkema for an amount of17 $22 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 2012, other non-current provisions mainly included:

 

The contingency reserve related to the Toulouse-AZF plant explosion (civil liability) for17 million as of December 31, 2012;

Provisions related to restructuring activities in the Refining & Chemicals and Marketing & Services segments for196 $259 million as of December 31, 2012;

Provisions for financial risks related to non-consolidated and equity consolidated affiliates for147 $193 million as of December 31, 2012; and

 

The contingency reserve regarding to guarantees granted in relation to solar panels of SunPower for89 $117 million as of December 31, 2012.

In 2012, 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 a737 million debt related to the acquisition of an interest in theliquids-rich area of the Utica shale play (see Note 3 to the Consolidated Financial Statements).

In 2011, litigation reserves mainly included a provision covering risks concerning antitrust investigations related to Arkema amounting to17 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 2011, other non-current provisions mainly included:

The contingency reserve related to the Toulouse-AZF plant explosion (civil liability) for21 million as of December 31, 2011;

Provisions related to restructuring activities in the Refining & Chemicals and Marketing & Services segments for227 million as of December 31, 2011; and

The contingency reserve related to the Buncefield depot explosion (civil liability) for80 million as of December 31, 2011.

F-50TOTAL S.A. Form 20-F 2013


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

a991 $973 million debt related to the acquisition of an interest in the liquids-rich area of the Utica shale play (see Note 3play.

Other risks and commitments that give rise to contingent liabilities are described in note 32 to the Consolidated Financial Statements).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,
 
(M$)  As of
January 1,
   Allowances   Reversals Currency
translation
adjustment
 Other   As of
December 31,
 

2014

   17,517    1,463     (1,029  (1,228  822    17,545 

2013

   11,585     1,309     (1,014  (612  1,433     12,701     15,285    1,738    (1,347  (64  1,905    17,517 

2012

   10,909     1,217     (887  47    299     11,585     14,114    1,564    (1,140  363   384    15,285 

2011

   9,098     921     (798  227    1,461     10,909  

 

Allowances

In 2014, allowances for the period ($1,463 million) mainly includes:

Asset retirement obligations for $543 million (accretion);

Environmental contingencies for $69 million in the Marketing & Services and Refining & Chemicals segments;

Provisions related to restructuring of activities for $38 million.

In 2013, allowances for the period (1,309($1,738 million) mainly includes:included:

 

Asset retirement obligations for439 $584 million (accretion);

 

Environmental contingencies for358 $475 million in the Marketing & Services and Refining & Chemicals segments, of which272 $361 million is related to the Carling site in France;

 

Provisions related to restructuring of activities for117 $155 million.

In 2012, allowances of the period (1,217($1,564 million) mainly included:

 

Asset retirement obligations for405 $520 million (accretion);

 

Environmental contingencies for74 $95 million in the Marketing & Services and Refining & Chemicals segments;

 

Provisions related to restructuring of activities for74 $95 million.

 

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 (DoJ) in the United States (see Note 32 to the Consolidated Financial Statements).

In 2011, allowances of the period (921 million) mainly included:

Asset retirement obligations for344 million (accretion);

Environmental contingencies for100 million in the Refining & Chemicals segments; and

Provisions related to restructuring of activities for79 million.

Reversals

In 2013,2014, reversals of the period (1,014($1,029 million) are mainly related to the following incurred expenses:

Provisions for asset retirement obligations for $440 million;

Environmental contingencies written back for $98 million;

2014 Form 20-F TOTAL S.A.F-51


Provisions for restructuring and social plans written back for $80 million.

In 2013, reversals of the period ($1,347 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 (SEC) and the Department of Justice (DoJ) in the United States (see Note 32 to the Consolidated Financial Statements).

 

Provisions for asset retirement obligations for287 $381 million;

 

Environmental contingencies written back for75 $99 million;

The contingency reserve related to the Toulouse-AZF plant explosion (civil liability), written back for4 million;

Provisions for restructuring and social plans written back for76 $100 million.

In 2012, reversals of the period (887($1,140 million) were mainly related to the following incurred expenses:

 

Provisions for asset retirement obligations for314 $403 million;

 

Environmental contingencies written back for109 $140 million;

 

The contingency reserve related to the Toulouse-AZF plant explosion (civil liability), written back for10 million;

The contingency reserve related to the Buncefield depot explosion (civil liability), written back for81 $104 million; and

 

Provisions for restructuring and social plans written back for111 $142 million.

2013 Form 20-F TOTAL S.A.F-51


In 2011, reversals of the period (798 million) were mainly related to the following incurred expenses:

Provisions for asset retirement obligations for189 million;

Environmental contingencies written back for70 million;

The contingency reserve related to the Toulouse-AZF plant explosion (civil liability), written back for10 million;

The contingency reserve related to the Buncefield depot explosion (civil liability), written back for116 million; and

Provisions for restructuring and social plans written back for164 million.

 

 

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,
 
(M$)  As of
January 1,
   Accretion   Revision in
estimates
   New
obligations
   Spending on
existing
obligations
 Currency
translation
adjustment
 Other As of
December 31,
 

2014

   12,808    543    1,007    359     (440  (902  (254  13,121 

2013

   7,624     439     1,653     416     (287  (523  (35  9,287     10,059    584    2,196    552    (381  (156  (46  12,808 

2012

   6,884     405     183     115     (314  82    269    7,624     8,907    520    236    149    (403  307   343   10,059 

2011

   5,917     344     330     323     (189  150    9    6,884  

 

In 2014 the heading “Revision in estimates” includes additional provisions in respect of asset restitution costs.

In 2013 the heading “Revision in estimates” includesincluded additional provisions in respect of asset restitution costs and the impact of the revision of the discount rate.

In 2012 the heading “Other” included385 a $495 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 a183 $235 million increase in provisions for

the restoration of the Lacq site in France on which activities are going to be stopped. These amounts wereare 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 INSTRUMENTSFinancial debt and related financial instruments

 

A) NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTSNon-current financial debt and related financial instruments

 

As of December 31, 2013 (M€)

(Assets) / Liabilities

  Secured   Unsecured Total 
As of December 31, 2014 (M$)
(Assets) / Liabilities
  Secured   Unsecured Total 

Non-current financial debt

   519     24,550    25,069     798    44,683   45,481 

of which hedging instruments of non-current financial debt (liabilities)

        236    236         944   944 

Hedging instruments of non-current financial debt (assets)(a)

        (1,028  (1,028       (1,319  (1,319

Non-current financial debt — net of hedging instruments

   519     23,522    24,041  

Non-current financial debt – net of hedging instruments

   798    43,364   44,162 

Bonds after fair value hedge

        18,828    18,828         36,558   36,558 

Fixed rate bonds and bonds after cash flow hedge

        4,408    4,408         6,155   6,155 

Bank and other, floating rate

   125     179    304     265    395   660 

Bank and other, fixed rate

   114     107    221     215    256   471 

Financial lease obligations

   280         280     318       318 

Non-current financial debt — net of hedging instruments

   519     23,522    24,041  

Non-current financial debt – net of hedging instruments

   798    43,364   44,162 

 

(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.

 

F-52 TOTAL S.A. Form 20-F 20132014


As of December 31, 2012 (M€)

(Assets) / Liabilities

  Secured   Unsecured Total 

As of December 31, 2013 (M$)

(Assets) / Liabilities

  Secured   Unsecured Total 

Non-current financial debt

   713     21,561    22,274     717    33,857   34,574 

of which hedging instruments of non-current financial debt (liabilities)

        11    11         325   325 

Hedging instruments of non-current financial debt (assets)(a)

        (1,626  (1,626       (1,418  (1,418

Non-current financial debt — net of hedging instruments

   713     19,935    20,648     717    32,439   33,156 

Bonds after fair value hedge

        15,227    15,227         25,965   25,965 

Fixed rate bonds and bonds after cash flow hedge

        4,504    4,504         6,079   6,079 

Bank and other, floating rate

   306     29    335     173    247   420 

Bank and other, fixed rate

   81     168    249     158    148   306 

Financial lease obligations

   326     7    333     386       386 

Non-current financial debt — net of hedging instruments

   713     19,935    20,648     717    32,439   33,156 

 

(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 

As of December 31, 2012 (M$)

(Assets) / Liabilities

  Secured   Unsecured Total 

Non-current financial debt

   349     22,208    22,557     941    28,451   29,392 

of which hedging instruments of non-current financial debt (liabilities)

        146    146         14   14 

Hedging instruments of non-current financial debt (assets)(a)

        (1,976  (1,976       (2,145  (2,145

Non-current financial debt — net of hedging instruments

   349     20,232    20,581     941    26,306   27,247 

Bonds after fair value hedge

        15,148    15,148         20,095   20,095 

Fixed rate bonds and bonds after cash flow hedge

        4,424    4,424         5,943   5,943 

Bank and other, floating rate

   129     446    575     404    38   442 

Bank and other, fixed rate

   76     206    282     107    221   328 

Financial lease obligations

   144     8    152     430    9   439 

Non-current financial debt — net of hedging instruments

   349     20,232    20,581     941    26,306   27,247 

 

(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.

2014 Form 20-F TOTAL S.A.F-53

Fair


The fair value of bonds, as of December 31, 2013,2014, after taking into account currency and interest rates swaps, is detailed as follows:

 

Bonds after fair value
hedge (M€)
 Year of
issue
  Fair value
after hedging
as of
December 31,
2013
  Fair value
after hedging
as of
December 31,
2012
  Fair value
after hedging
as of
December 31,
2011
  Currency  Maturity  Initial rate
before
hedging
instruments

Parent company

       

Bond

  1998        127    129    FRF    2013   5.000%

Current portion (less than one year)

          (127              

Total Parent company

              129            
Bonds after fair value
hedge (M$)
 Currency of
issuance
  Fair value
after hedging
as of
December 31,
2014
  Fair value
after hedging
as of
December 31,
2013
  Fair value
after hedging
as of
December 31,
2012
  Range of
maturities
  Range of initial rate
before hedging
instruments
 

Bond

  FRF          168   2013   5.000%  

Bond

  USD    16,385   12,733   8,833   2013 to 2024    0.750% to 5.750%  

Bond

  USD    2,385   2,553   1,728   2013 to 2020    
 

 
 

USLIBOR
3 month + 0.03%

to USLIBOR
3 month + 0.75%

  
  

  
  

Bond

  CHF    2,161   2,234   2,863   2013 to 2024    1.010% to 3.135%  

Bond

  NZD    251   138   137   2014 to 2020    4.750% to 6.750%  

Bond

  AUD    1,689   1,309   1,457   2013 to 2021    3.750% to 7.500%  

Bond

  EUR    12,127   7,956   6,613   2013 to 2044    1.125% to 4.875%  

Bond

  EUR    1,638   390      2020    
 

 
 

EURIBOR 3 month
+ 0.30%

to EURIBOR
3 month + 0.31%

  
  

  
  

Bond

  CAD    288   339   244   2014 to 2020    2.000% to 2.500%  

Bond

  GBP    1,662   1,241   1,899   2013 to 2020    2.250% to 5.500%  

Bond

  GBP    468         2019    
 
GBLIB3M +
0.30%
  
  

Bond

  JPY       110   106   2014    1.505% to 1.723%  

Bond

  JPY          197   2013    
 
EURIBOR 6 month
+ 0.008%
  
  

Bond

  NOK    566   565   462   2016 to 2018    2.250% to 4.000%  

Bond

  HKD    213   150   144   2014 to 2025    2.920% to 4.180%  

Bond

  SEK    95   94   91   2016    3.625%  

Current portion (less than one year)

   (4,068  (4,545  (5,545  

Total Principal Financing Entities (a)+(b)+(c)

      35,860   25,267   19,397         

Other Consolidated Subsidiaries

 

  698   698   698   

Total bonds after fair value hedge

 

  36,558   25,965   20,095         

 

Bonds after fair value
hedge (M€)
 Year of
issue
  Fair value
after hedging
as of
December 31,
2013
  Fair value
after hedging
as of
December 31,
2012
  Fair value
after hedging
as of
December 31,
2011
  Currency  Maturity  Initial rate
before
hedging
instruments

TOTAL CAPITAL(a)

       

Bond

  2002            15    USD    2012   5.890%

Bond

  2003        23    23    USD    2013   4.500%

Bond

  2004            129    CHF    2012   2.375%

Bond

  2004    49    51    52    NZD    2014   6.750%

Bond

  2005            63    AUD    2012   5.750%

Bond

  2005            200    CHF    2012   2.135%

Bond

  2005            65    CHF    2012   2.135%

Bond

  2005            97    CHF    2012   2.375%

Bond

  2005            404    EUR    2012   3.250%

Bond

  2005            57    NZD    2012   6.500%

Bond

  2006            62    AUD    2012   5.625%

Bond

  2006            72    CAD    2012   4.125%

Bonds after cash flow
hedge and fixed rate
bonds (M$)
 Currency of
issuance
  Fair value
after hedging
as of
December 31,
2014
  Fair value
after hedging
as of
December 31,
2013
  Fair value
after hedging
as of
December 31,
2012
  Range of
maturities
  Range of initial rate
before hedging
instruments
 

Bond

  EUR    1,986   2,007   2,147   2019 to 2024    4.875% to 5.125%  

Bond

  USD    3,750   3,749   3,250   2020 to 2023    2.750% to 4.450%  

Bond

  CNY    172   177      2018    3.750%  

Current portion (less than one year)

            

Total Principal Financing Entities (a)+(b)+(c)

      5,908   5,933   5,397         

Other Consolidated Subsidiaries

   247   146   546   

Total bonds after cash flow hedge and fixed rate bonds

      6,155   6,079   5,943         

 

2013 Form 20-F TOTAL S.A.F-53


Bonds after fair value
hedge (M€)
 Year of
issue
  Fair value
after hedging
as of
December 31,
2013
  Fair value
after hedging
as of
December 31,
2012
  Fair value
after hedging
as of
December 31,
2011
  Currency  Maturity  Initial rate
before
hedging
instruments

Bond

  2006            100    EUR    2012   3.250%

Bond

  2006            74    GBP    2012   4.625%

Bond

  2006            100    EUR    2012   3.250%

Bond

  2006        125    125    CHF    2013   2.510%

Bond

  2006    127    127    127    CHF    2014   2.635%

Bond

  2006    130    130    130    CHF    2016   2.385%

Bond

  2006    65    65    65    CHF    2016   2.385%

Bond

  2006    64    64    64    CHF    2016   2.385%

Bond

  2006    63    63    63    CHF    2016   2.385%

Bond

  2006    129    129    129    CHF    2018   3.135%

Bond

  2007            370    USD    2012   5.000%

Bond

  2007            222    USD    2012   5.000%

Bond

  2007            61    AUD    2012   6.500%

Bond

  2007            72    CAD    2012   4.125%

Bond

  2007            71    GBP    2012   4.625%

Bond

  2007        300    300    EUR    2013   4.125%

Bond

  2007        73    73    GBP    2013   5.500%

Bond

  2007        305    306    GBP    2013   5.500%

Bond

  2007        72    72    GBP    2013   5.500%

Bond

  2007    248    248    248    CHF    2014   2.635%

Bond

  2007    31    31    31    JPY    2014   1.505%

Bond

  2007    61    61    61    CHF    2014   2.635%

Bond

  2007    49    49    49    JPY    2014   1.723%

Bond

  2007    121    121    121    CHF    2015   3.125%

Bond

  2007    300    300    300    EUR    2017   4.700%

Bond

  2007    76    76    76    CHF    2018   3.135%

Bond

  2007    60    60    60    CHF    2018   3.135%

Bond

  2008            62    CHF    2012   2.135%

Bond

  2008            124    CHF    2012   3.635%

Bond

  2008            46    CHF    2012   2.385%

Bond

  2008            92    CHF    2012   2.385%

Bond

  2008            64    CHF    2012   2.385%

Bond

  2008            50    EUR    2012   3.250%

Bond

  2008            63    GBP    2012   4.625%

Bond

  2008            63    GBP    2012   4.625%

Bond

  2008            63    GBP    2012   4.625%

Bond

  2008            62    NOK    2012   6.000%

Bond

  2008            69    USD    2012   5.000%

Bond

  2008        60    60    AUD    2013   7.500%

Bond

  2008        61    61    AUD    2013   7.500%

Bond

  2008        127    128    CHF    2013   3.135%

Bond

  2008        62    62    CHF    2013   3.135%

Bond

  2008        200    200    EUR    2013   4.125%

Bond

  2008        100    100    EUR    2013   4.125%

Bond

  2008        999    1,000    EUR    2013   4.750%

Bond

  2008        63    63    GBP    2013   5.500%

Bond

  2008        149    149    JPY    2013   EURIBOR
6 months
+ 0.008%

Bond

  2008        191    191    USD    2013   4.000%

Bond

  2008    61    61    61    CHF    2015   3.135%

Bond

  2008    62    62    62    CHF    2015   3.135%

Bond

  2008    61    61    61    CHF    2015   3.135%

Bond

  2008    62    62    62    CHF    2018   3.135%

Bond

  2009        56    56    AUD    2013   5.500%

Bond

  2009        54    54    AUD    2013   5.500%

Bond

  2009        236    236    CHF    2013   2.500%

Bond

  2009        77    77    USD    2013   4.000%

F-54TOTAL S.A. Form 20-F 2013


Bonds after fair value
hedge (M€)
 Year of
issue
  Fair value
after hedging
as of
December 31,
2013
  Fair value
after hedging
as of
December 31,
2012
  Fair value
after hedging
as of
December 31,
2011
  Currency  Maturity  Initial rate
before
hedging
instruments

Bond

  2009    131    131    131    CHF    2014   2.625%

Bond

  2009    997    998    998    EUR    2014   3.500%

Bond

  2009    150    150    150    EUR    2014   3.500%

Bond

  2009    40    40    40    HKD    2014   3.240%

Bond

  2009    100    105    107    AUD    2015   6.000%

Bond

  2009    549    550    550    EUR    2015   3.625%

Bond

  2009    684    684    684    USD    2015   3.125%

Bond

  2009    217    227    232    USD    2015   3.125%

Bond

  2009    99    99    99    CHF    2016   2.385%

Bond

  2009    115    115    115    GBP    2017   4.250%

Bond

  2009    225    225    225    GBP    2017   4.250%

Bond

  2009    451    448    448    EUR    2019   4.875%

Bond

  2009    69    69    69    HKD    2019   4.180%

Bond

  2010    99    103    105    AUD    2014   5.750%

Bond

  2010    66    69    70    AUD    2015   6.000%

Bond

  2010    67    70    71    AUD    2015   6.000%

Bond

  2010    64    64    64    AUD    2015   6.000%

Bond

  2010    104    109    111    CAD    2014   2.500%

Bond

  2010    461    482    491    EUR    2022   3.125%

Bond

  2010    51    53    54    NZD    2014   4.750%

Bond

  2010    181    189    193    USD    2015   2.875%

Bond

  2010    906    947    966    USD    2015   3.000%

Bond

  2010    725    757    773    USD    2016   2.300%

Bond

  2011    560    586    597    GBP    2018   3.875%

Bond

  2011    108    113    116    AUD    2016   6.500%

Bond

  2013    725            USD    2018   1.450%

Current portion (less than one year)

      (2,137  (3,333  (2,992          

Total TOTAL CAPITAL

      7,626    9,204    12,617            

TOTAL CAPITAL CANADA Ltd.(b)

       

Bond

  2011    543    567    565    USD    2014   1.625%

Bond

  2011    544    567    565    USD    2014   USLIBOR 3
months +
0.38 %

Bond

  2011    72    76    75    AUD    2014   5.750%

Bond

  2011        743    738    USD    2013   USLIBOR 3
months +
0.09 %

Bond

  2011    80    83    82    NOK    2016   4.000%

Bond

  2011    68    69    69    SEK    2016   3.625%

Bond

  2013    724            USD    2018   1.450%

Bond

  2013    111            AUD    2018   4.000%

Bond

  2013    362            USD    2023   2.750%

Bond

  2013    726            USD    2016   USLIBOR 3
months +
0.38 %

Bond

  2013    707            EUR    2020   4.000%

Current portion (less than one year)

   (1,159  (743       

Total TOTAL CAPITAL CANADA Ltd

   

  2,778    1,362    2,094            

TOTAL CAPITAL INTERNATIONAL(c)

Bond

  2012    75    78        AUD    2017   4.875%

Bond

  2012    725    758        USD    2017   1.500%

Bond

  2012    111    116        AUD    2017   4.125%

Bond

  2012    1,088    1,137        USD    2017   1.550%

Bond

  2012    73    76        NOK    2016   2.250%

Bond

  2012    106    111        NOK    2017   2.250%

2013 Form 20-F TOTAL S.A.F-55


Bonds after fair value
hedge (M€)
 Year of
issue
  Fair value
after hedging
as of
December 31,
2013
  Fair value
after hedging
as of
December 31,
2012
  Fair value
after hedging
as of
December 31,
2011
  Currency  Maturity  Initial rate
before
hedging
instruments

Bond

  2012    464    485        EUR    2023   2.125%

Bond

  2012    362    379        USD    2016   0.750%

Bond

  2012    724    757        USD    2023   2.700%

Bond

  2012    76    80        NOK    2017   2.250%

Bond

  2012    76    79        AUD    2017   3.875%

Bond

  2012    73    76        CAD    2017   2.000%

Bond

  2013    235            EUR    2023   2.125%

Bond

  2013    181            USD    2016   0.750%

Bond

  2013    362            USD    2016   5.750%

Bond

  2013    75            NOK    2018   1.000%

Bond

  2013    363            USD    2018   USLIBOR 3
months +
0.57 %

Bond

  2013    283            EUR    2020   2.125%

Bond

  2013    218            USD    2020   USLIBOR 3
months +
0.75 %

Bond

  2013    724            USD    2024   1.875%

Bond

  2013    69            CAD    2018   2.375%

Bond

  2013    825            EUR    2021   2.125%

Bond

  2013    630            EUR    2025   2.875%

Current portion (less than one year)

                

TOTAL CAPITAL INTERNATIONAL

      7,918    4,132                

Other consolidated subsidiaries

      506    529    308            

Total bonds after fair value hedge

      18,828    15,227    15,148            

Bonds after cash flow
hedge and fixed rate
bonds (M€)

 Year of
issue
  Amount after
hedging as of
December 31,
2013
  Amount after
hedging as of
December 31,
2012
  Amount after
hedging as of
December 31,
2011
  Currency  Maturity  Initial rate
before
hedging
instruments
 

TOTAL CAPITAL(a)

       

Bond

  2005            294    GBP    2012    4.625

Bond

  2009    651    701    744    EUR    2019    4.875

Bond

  2009    363    379    386    USD    2021    4.250

Bond

  2009    804    926    1,016    EUR    2024    5.125

Bond

  2010    905    947    966    USD    2020    4.450

Bond

  2011    363    379    386    USD    2021    4.125

Bond

  2013    128            CNY    2018    3.750

Current portion (less than one year)

           (294   

Total TOTAL CAPITAL

      3,214    3,332    3,498              

TOTAL CAPITAL CANADA Ltd.(b)

       

Bond

  2013    363            USD    2023    2.750

Current portion (less than one year)

                

Total TOTAL CAPITAL CANADA Ltd

      363                      

TOTAL CAPITAL INTERNATIONAL(c)

       

Bond

  2012    725    758        USD    2022    2.875

Current portion (less than one year)

                

Total TOTAL CAPITAL INTERNATIONAL

      725    758                  

Other consolidated subsidiaries

   106    414    926     

Total Bonds after cash flow hedge

      4,408    4,504    4,424              

F-56TOTAL S.A. Form 20-F 2013


All debt securities issued through the following subsidiaries are fully and unconditionally guaranteed by TOTAL S.A. as to payment of principal, premium, if any, interest and any other amounts due:

(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

F-54TOTAL S.A. as to payment of principal, premium, if any, interest and any other amounts due.Form 20-F 2014


Loan repayment schedule (excluding current portion)

 

As of December 31,
2013 (M€)
 Non-current financial
debt
 of which hedging
instruments of
non-current financial
debt (liabilities)
 Hedging instruments
of non-current
financial debt (assets)
 Non-current financial
debt – net of hedging
instruments
 % 
As of December 31,
2014 (M$)
 Non-current financial
debt
 of which hedging
instruments of
non-current financial
debt (liabilities)
 Hedging instruments
of non-current
financial debt (assets)
 Non-current financial
debt – net of hedging
instruments
 % 

2016

  4,987   73   (194  4,793   11%  

2017

  4,689   132   (142  4,547   10%  

2018

  4,784   108   (333  4,451   10%  

2019

  4,973   62   (208  4,765   11%  

2020 and beyond

  26,048   569   (442  25,606   58%  

Total

  45,481   944   (1,319  44,162   100%  
As of December 31,
2013 (M$)
 Non-current financial
debt
 of which hedging
instruments of
non-current financial
debt (liabilities)
 Hedging instruments
of non-current
financial debt (assets)
 Non-current financial
debt – net of hedging
instruments
 % 

2015

  3,625    3    (255  3,370    14%    4,999   4   (352  4,647   14%  

2016

  3,441    19    (157  3,284    14%    4,745   26   (217  4,528   14%  

2017

  3,094    56    (79  3,015    12%    4,267   77   (108  4,159   12%  

2018

  3,386    37    (224  3,162    13%    4,670   51   (309  4,361   13%  

2019 and beyond

  11,523    121    (313  11,210    47%    15,893   167   (432  15,461   47%  

Total

  25,069    236    (1,028  24,041    100%    34,574   325   (1,418  33,156   100%  
As of December 31,
2012 (M€)
 Non-current financial
debt
 of which hedging
instruments of
non-current financial
debt (liabilities)
 Hedging instruments
of non-current
financial debt (assets)
 Non-current financial
debt – net of hedging
instruments
 % 
As of December 31,
2012 (M$)
 Non-current financial
debt
 of which hedging
instruments of non-
current financial
debt (liabilities)
 Hedging instruments
of non-current
financial debt (assets)
 Non-current financial
debt – net of hedging
instruments
 % 

2014

  4,163    1    (331  3,832    19%    5,493   1   (437  5,056   19%  

2015

  3,903    8    (438  3,465    17%    5,150   10   (578  4,572   17%  

2016

  2,335        (210  2,125    10%    3,081       (277  2,804   10%  

2017

  3,275        (149  3,126    15%    4,321       (197  4,124   15%  

2018 and beyond

  8,598    2    (498  8,100    39%    11,347   3   (656  10,691   39%  

Total

  22,274    11    (1,626  20,648    100%    29,392   14   (2,145  27,247   100%  
As of December 31,
2011 (M€)
 Non-current financial
debt
 of which hedging
instruments of
non-current financial
debt (liabilities)
 Hedging instruments
of non-current
financial debt (assets)
 Non-current financial
debt – net of hedging
instruments
 % 

2013

  5,021    80    (529  4,492    22%  

2014

  4,020    3    (390  3,630    18%  

2015

  4,070    6    (456  3,614    18%  

2016

  1,712    9    (193  1,519    7%  

2017 and beyond

  7,734    48    (408  7,326    35%  

Total

  22,557    146    (1,976  20,581    100%  

Analysis by currency and interest rate

These analyses take into account interest rate and foreign currency swaps to hedge non-current financial debt.

 

As of December 31, (M€)  2013   %   2012   %   2011   % 
As of December 31, (M$)  2014   %   2013   %   2012   % 

U.S. Dollar

   20,236     84%     13,685     66%     8,645     42%     41,369    94%     27,908    84%     18,060    66%  

Euro

   3,542     15%     5,643     27%     9,582     47%     2,428    5%     4,885    15%     7,445    27%  

Other currencies

   263     1%     1,320     7%     2,354     11%     365    1%     363    1%     1,742    7%  

Total

   24,041     100%     20,648     100%     20,581     100%     44,162    100%     33,156    100%     27,247    100%  

 

As of December 31, (M€)  2013   %   2012   %   2011   % 
As of December 31, (M$)  2014   %   2013   %   2012   % 

Fixed rate

   4,909     20%     5,085     25%     4,854     24%     6,944    16%     6,771    20%     6,710    25%  

Floating rate

   19,132     80%     15,563     75%     15,727     76%     37,218    84%     26,385    80%     20,537    75%  

Total

   24,041     100%     20,648     100%     20,581     100%     44,162    100%     33,156    100%     27,247    100%  

 

20132014 Form 20-F TOTAL S.A. F-57F-55


B) CURRENT FINANCIAL ASSETS AND LIABILITIESCurrent financial assets and liabilities

Current borrowings consist mainly of commercial paperspaper or treasury bills or drawsdrawings on bank loans. These instruments bear interest at rates that are close to market rates.

 

As of December 31, (M€)  2013 2012 2011 
As of December 31, (M$)  2014 2013 2012 

(Assets) / Liabilities

        

Current financial debt(a)

   4,191    6,392    5,819     6,164   5,780   8,434 

Current portion of non-current financial debt

   3,925    4,624    3,856     4,778   5,413   6,101 

Current borrowings(note 28)

   8,116    11,016    9,675     10,942   11,193   14,535 

Current portion of hedging instruments of debt (liabilities)

   228    84    40     133   314   111 

Other current financial instruments (liabilities)

   48    92    127     47   67   121 

Other current financial liabilities(note 28)

   276    176    167     180   381   232 

Current deposits beyond three months

   (117  (1,093  (101   (469  (161  (1,442

Current portion of hedging instruments of debt (assets)

   (340  (430  (383   (460  (469  (568

Other current financial instruments (assets)

   (79  (39  (216   (364  (109  (51

Current financial assets(note 28)

   (536  (1,562  (700   (1,293  (739  (2,061

Current borrowings and related financial assets and liabilities, net

   7,856    9,630    9,142     9,829   10,835   12,706 

 

(a)

As of December 31, 2011 and as of2014, December 31, 2010,2013 and December 31, 2012, the current financial debt includes a commercial paper program in Total Capital Canada Ltd. Total Capital Canada Ltd. is a wholly-owned direct subsidiary of TOTAL S.A. It acts as a financing vehicle for the activities of the Group in Canada. Its debt securities are fully and unconditionally guaranteed by TOTAL S.A. as to payment of principal, premium, if any, interest and any other amounts due.

 

C) NET-DEBT-TO-EQUITY RATIONet-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, 20132014 is calculated after payment of a dividend of2.382.44 per share, subject to approval by the shareholders’ meeting on May 16, 2014.29, 2015.

The net-debt-to-equity ratio is calculated as follows:

 

As of December 31, (M€)  2013 2012 2011 
As of December 31, (M$)  2014 2013 2012 

(Assets) / Liabilities

        

Current borrowings

   8,116    11,016    9,675     10,942   11,193   14,535 

Other current financial liabilities

   276    176    167     180   381   232 

Current financial assets

   (536  (1,562  (700   (1,293  (739  (2,061

Net financial assets and liabilities held for sale or exchange

   (130  756         (56  (179  997 

Non-current financial debt

   25,069    22,274    22,557     45,481   34,574   29,392 

Hedging instruments on non-current financial debt

   (1,028  (1,626  (1,976   (1,319  (1,418  (2,145

Cash and cash equivalents

   (14,647  (15,469  (14,025   (25,181  (20,200  (20,409

Net financial debt

   17,120    15,565    15,698     28,754   23,612   20,541 

Shareholders’ equity — Group share

   72,629    71,185    66,945     90,330   100,241   93,969 

Distribution of the income based on existing shares at the closing date

   (1,362  (1,299  (1,255   (1,686  (1,908  (1,757

Non-controlling interests

   2,281    1,280    1,352     3,201   3,138   1,689 

Adjusted shareholders’ equity

   73,548    71,166    67,042     91,845   101,471   93,901 

Net-debt-to-equity ratio

   23.3%    21.9%    23.4%     31.3%    23.3%    21.9%  

21)OTHER CREDITORS AND ACCRUED LIABILITIESOther creditors and accrued liabilities

 

As of December 31, (M€)  2013   2012   2011 
As of December 31, (M$)  2014   2013   2012 

Accruals and deferred income

   217     240     231     469    299    316 

Payable to States (including taxes and duties)

   6,523     7,426     8,040     6,894    8,885    9,727 

Payroll

   1,140     1,128     1,062     1,343    1,573    1,489 

Other operating liabilities

   5,941     5,904     5,441     7,935    8,191    7,784 

Total

   13,821     14,698     14,774     16,641    18,948    19,316 

As of December 31, 2014, the heading “Other operating liabilities” includes mainly the third quarterly interim dividend for the fiscal year 2014 for $1,718 million. This interim dividend will be paid in March 2015.

As of December 31, 2013, the heading “Other operating liabilities” includes mainly the third quarterly interim dividend for the fiscal year 2013 for1,361 $1,877 million. This interim dividend will bewas paid in March 2014.

As of December 31, 2012, the heading “Other operating liabilities” includedincludes mainly the third quarterly interim dividend for the fiscal year 2012 for1,366 $1,755 million. This interim dividend was paid inon March 2013.

As of December 31, 2011, the heading “Other operating liabilities” included mainly the third quarterly interim dividend for the fiscal year 2011 for1,317 million. This interim dividend was paid in March 2012.

 

F-58F-56 TOTAL S.A. Form 20-F 20132014


22)LEASE CONTRACTSLease contracts

The Group leases real estate, retail stations, ships, and other equipmentsequipment (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, 2013 (M€)
  Operating
leases
   Finance
leases
 

2014

   807     52  
For the year ended
December 31, 2014 (M$)
  Operating
leases
   Finance
leases
 

2015

   657     51     1,218    61 

2016

   600     48     978    58 

2017

   459     17     768    19 

2018

   361     17     590    19 

2019 and beyond

   1,174     206  

2019

   391    19 

2020 and beyond

   1,675    260 

Total minimum payments

   4,058     391     5,620    436 

Less financial expenses

      (82      (78

Nominal value of contracts

     309       358 

Less current portion of finance lease contracts

      (29      (40

Outstanding liability of finance lease contracts

      280        318 
For the year ended
December 31, 2013 (M$)
  Operating
leases
   Finance
leases
 

2014

   1,113    72 

2015

   906    70 

2016

   827    66 

2017

   633    23 

2018

   498    23 

2019 and beyond

   1,619    285 

Total minimum payments

   5,596    539 

Less financial expenses

        (113

Nominal value of contracts

     426 

Less current portion of finance lease contracts

        (40

Outstanding liability of finance lease contracts

        386 

 

For the year ended
December 31, 2012 (M€)
  Operating
leases
   Finance
leases
 

2013

   781     55  

2014

   569     54  

2015

   514     53  
For the year ended
December 31, 2012 (M€)
  Operating
leases
   Finance
leases
 
For the year ended
December 31, 2012 (M$)
  Operating
leases
   Finance
leases
 

2013

   1,030    73 

2014

   751    71 

2015

   678    70 

2016

   441     51     582    67 

2017

   337     19     445    25 

2018 and beyond

   971     236     1,281    311 

Total minimum payments

   3,613     468     4,767    617 

Less financial expenses

      (108      (142

Nominal value of contracts

     360       475 

Less current portion of finance lease contracts

      (27      (36

Outstanding liability of finance lease contracts

      333        439 

For the year ended
December 31, 2011 (M€)
  Operating
leases
   Finance
leases
 

2012

   762     41  

2013

   552     40  

2014

   416     37  

2015

   335     36  

2016

   316     34  

2017 and beyond

   940     20  

Total minimum payments

   3,321     208  

Less financial expenses

        (31

Nominal value of contracts

     177  

Less current portion of finance lease contracts

        (25

Outstanding liability of finance lease contracts

        152  

Net rental expense incurred under operating leases for the year ended December 31, 20132014 is848 $1,091 million (against780 $1,126 million in 20122013 and645 $1,002 million in 2011)2012).

 

23)COMMITMENTS AND CONTINGENCIES

    Maturity and installments 
As of December 31, 2013
(M€)
  Total   Less than
1 year
   Between 1
and 5 years
   More than
5 years
 

Non-current debt obligations net of hedging instruments(note 20)

   23,761          12,721     11,040  

Current portion of non-current debt obligations net of hedging instruments(note 20)

   3,784     3,784            

Finance lease obligations(note 22)

   309     29     110     170  

Asset retirement obligations(note 19)

   9,287     533     1,717     7,037  

Contractual obligations recorded in the balance sheet

   37,141     4,346     14,548     18,247  

Operating lease obligations (note 22)

   4,058     807     2,077     1,174  

Purchase obligations

   86,275     14,546     24,663     47,066  

Contractual obligations not recorded in the balance sheet

   90,333     15,353     26,740     48,240  

Total of contractual obligations

   127,474     19,699     41,288     66,487  

Guarantees given for excise taxes

   1,772     1,485     74     213  

Guarantees given against borrowings

   6,001     80     2,687     3,234  

Indemnities related to sales of businesses

   232     5     98     129  

Guarantees of current liabilities

   525     89     169     267  

Guarantees to customers / suppliers

   3,528     1,537     138     1,853  

Letters of credit

   1,711     1,351     163     197  

Other operating commitments

   3,043     989     696     1,358  

Total of other commitments given

   16,812     5,536     4,025     7,251  

Mortgages and liens received

   282     15     1     266  

Sales obligations

   98,226     7,625     28,063     62,538  

Other commitments received

   5,941     3,211     1,269     1,461  

Total of commitments received

   104,449     10,851     29,333     64,265  

Of which commitments given relating to joint ventures

   8,086     71     401     7,614  

 

20132014 Form 20-F TOTAL S.A. F-59F-57


    Maturity and installments 
As of December 31, 2012
(M€)
  Total   Less than
1 year
   Between 1
and 5 years
   More than
5 years
 

Non-current debt obligations net of hedging instruments(note 20)

   20,315          12,405     7,910  

Current portion of non-current debt obligations net of hedging instruments(note 20)

   4,251     4,251            

Finance lease obligations(note 22)

   360     27     143     190  

Asset retirement obligations(note 19)

   7,624     407     1,429     5,788  

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

   86,832     12,786     22,949     51,097  

Total of contractual obligations

   119,382     17,471     36,926     64,985  

Guarantees given for excise taxes

   1,675     1,507     70     98  

Guarantees given against borrowings

   3,952     117     2,695     1,140  

Indemnities related to sales of businesses

   193     4     49     140  

Guarantees of current liabilities

   403     133     105     165  

Guarantees to customers / suppliers

   3,586     1,982     113     1,491  

Letters of credit

   2,298     1,785     252     261  

Other operating commitments

   2,659     753     702     1,204  

Total of other commitments given

   14,766     6,281     3,986     4,499  

Mortgages and liens received

   435     117     8     310  

Sales obligations

   80,514     7,416     26,137     46,961  

Other commitments received

   5,564     3,465     859     1,240  

Total of commitments received

   86,513     10,998     27,004     48,511  

Of which commitments given relating to joint ventures

   7,011          145     6,866  

23)Commitments and contingencies

 

  Maturity and installments   Maturity and installments 

As of December 31, 2011

(M€)

  Total   Less than
1 year
   Between 1
and 5 years
   More than
5 years
 

As of December 31, 2014

(M$)

  Total   Less than
1 year
   Between 1
and 5 years
   More than
5 years
 

Non-current debt obligations net of hedging instruments(note 20)

   20,429          13,121     7,308     43,844         18,458    25,386 

Current portion of non-current debt obligations net of hedging instruments(note 20)

   3,488     3,488               4,411    4,411           

Finance lease obligations(note 22)

   177     25     134     18     358    40    98    220 

Asset retirement obligations(note 19)

   6,884     272     804     5,808     13,121    651    2,430    10,040 

Contractual obligations recorded in the balance sheet

   30,978     3,785     14,059     13,134     61,734    5,102    20,986    35,646 

Operating lease obligations (note 22)

   3,321     762     1,619     940     5,620    1,218    2,727    1,675 

Purchase obligations

   77,353     11,049     20,534     45,770     160,837    19,987    33,908    106,942 

Contractual obligations not recorded in the balance sheet

   80,674     11,811     22,153     46,710     166,457    21,205    36,635    108,617 

Total of contractual obligations

   111,652     15,596     36,212     59,844     228,191    26,307    57,621    144,263 

Guarantees given for excise taxes

   1,765     1,594     73     98     2,382    1,855    91    436 

Guarantees given against borrowings

   4,778     1,027     2,797     954     10,192    140    3,784    6,268 

Indemnities related to sales of businesses

   39          34     5     396    121    110    165 

Guarantees of current liabilities

   376     262     35     79     635    144    165    326 

Guarantees to customers / suppliers

   3,265     1,634     57     1,574     5,599    2,564    168    2,867 

Letters of credit

   2,408     1,898     301     209     1,552    1,138    3    411 

Other operating commitments

   2,477     433     697     1,347     4,762    1,455    2,700    607 

Total of other commitments given

   15,108     6,848     3,994     4,266     25,518    7,417    7,021    11,080 

Mortgages and liens received

   408     7     119     282     418    17    4    397 

Sales obligations

   62,216     4,221     17,161     40,834     110,949    9,287    33,629    68,033 

Other commitments received

   6,740     4,415     757     1,568     7,081    3,321    1,388    2,372 

Total of commitments received

   69,364     8,643     18,037     42,684     118,448    12,625    35,021    70,802 

Of which commitments given relating to joint ventures

                       57,439    298    1,915    55,226 

    Maturity and installments 

As of December 31, 2013

(M$)

  Total   Less than
1 year
   Between 1
and 5 years
   More than
5 years
 

Non-current debt obligations net of hedging instruments(note 20)

   32,770         17,545    15,225 

Current portion of non-current debt obligations net of hedging instruments(note 20)

   5,218    5,218           

Finance lease obligations(note 22)

   426    40    150    236 

Asset retirement obligations(note 19)

   12,808    735    2,368    9,705 

Contractual obligations recorded in the balance sheet

   51,222    5,993    20,063    25,166 

Operating lease obligations(note 22)

   5,596    1,113    2,864    1,619 

Purchase obligations

   118,982    20,060    34,013    64,909 

Contractual obligations not recorded in the balance sheet

   124,578    21,173    36,877    66,528 

Total of contractual obligations

   175,800    27,166    56,940    91,694 

Guarantees given for excise taxes

   2,444    2,048    102    294 

Guarantees given against borrowings

   8,276    110    3,706    4,460 

Indemnities related to sales of businesses

   320    7    135    178 

Guarantees of current liabilities

   724    123    233    368 

Guarantees to customers / suppliers

   4,865    2,120    190    2,555 

Letters of credit

   2,360    1,863    225    272 

Other operating commitments

   4,197    1,364    960    1,873 

Total of other commitments given

   23,186    7,635    5,551    10,000 

Mortgages and liens received

   389    21    1    367 

Sales obligations

   135,463    10,515    38,702    86,246 

Other commitments received

   8,193    4,428    1,750    2,015 

Total of commitments received

   144,045    14,964    40,453    88,628 

Of which commitments given relating to joint ventures

   11,151    98    553    10,500 

 

F-60F-58 TOTAL S.A. Form 20-F 20132014


    Maturity and installments 

As of December 31, 2012

(M$)

  Total   Less than
1 year
   Between 1
and 5 years
   More than
5 years
 

Non-current debt obligations net of hedging instruments(note 20)

   26,808         16,368    10,440 

Current portion of non-current debt obligations net of hedging instruments(note 20)

   5,608    5,608           

Finance lease obligations(note 22)

   475    36    188    251 

Asset retirement obligations(note 19)

   10,059    537    1,885    7,637 

Contractual obligations recorded in the balance sheet

   42,950    6,181    18,441    18,328 

Operating lease obligations(note 22)

   4,767    1,031    2,455    1,281 

Purchase obligations

   109,799    15,839    27,824    66,136 

Contractual obligations not recorded in the balance sheet

   114,566    16,870    30,279    67,417 

Total of contractual obligations

   157,516    23,051    48,720    85,745 

Guarantees given for excise taxes

   2,210    1,988    93    129 

Guarantees given against borrowings

   5,214    154    3,556    1,504 

Indemnities related to sales of businesses

   255    5    65    185 

Guarantees of current liabilities

   532    175    139    218 

Guarantees to customers / suppliers

   4,731    2,615    149    1,967 

Letters of credit

   3,032    2,355    333    344 

Other operating commitments

   3,508    993    926    1,589 

Total of other commitments given

   19,482    8,285    5,261    5,936 

Mortgages and liens received

   574    154    11    409 

Sales obligations

   106,230    9,785    34,485    61,960 

Other commitments received

   7,341    4,572    1,133    1,636 

Total of commitments received

   114,145    14,511    35,629    64,005 

Of which commitments given relating to joint ventures

   9,250         191    9,059 

A. CONTRACTUAL OBLIGATIONSContractual obligations

Debt obligations

“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 of280 $318 million.

The current portion of non-current debt is included in the items “Current borrowings”, “Current financial assets” and “Other current financial liabilities” of the Consolidated Balance Sheet. It includes the current portion of swaps hedging bonds, and excludes the current portion of finance lease obligations of29 $40 million.

The information regarding contractual obligations linked to indebtedness is presented in Note 20 to the Consolidated Financial Statements.

Lease contracts

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.

Purchase obligations

Purchase obligations are obligations under contractual agreements to purchase goods or services, including capital projects. These obligations are enforceable and legally binding on the company and specify all significant terms, including the amount and the timing of the payments.

These obligations mainly include: unconditional 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.

 

2014 Form 20-F TOTAL S.A.F-59


B. OTHER COMMITMENTS GIVENOther commitments given

Guarantees given for excise taxes

TheyThese consist of guarantees given to other oil and gas companies in order to comply with French tax authorities’

requirements for oil and gas imports in France. A payment would be triggered by a failure of the guaranteed party with respect to the French tax authorities. The default of the guaranteed parties is however considered to be highly remote by the Group.

Guarantees given against borrowings

The Group guarantees bank debt and finance lease obligations of certain non-consolidated subsidiaries and equity affiliates. Maturity dates vary, and guarantees will terminate on payment and/or cancellation of the obligation. A payment would be triggered by failure of the guaranteed party to fulfill its obligation covered by the guarantee, and no assets are held as collateral for these guarantees. As of December 31, 2013,2014, the maturities of these guarantees are up to 2028.

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 of528 $729 million.

In 2010, TOTAL S.A. provided guarantees in connection with the financing of the Jubail project (operated by SAUDI ARAMCO TOTAL Refining and Petrochemical Company (SATORP)) of up to2,311 $3,188 million, proportional to TOTAL’s share in the project (37.5%). In addition, TOTAL S.A. provided in 2010 a guarantee in favor of its partner in the Jubail project (Saudi Arabian Oil Company) with respect to Total Refining Saudi Arabia SAS’s obligations under the shareholders agreement with respect to SATORP. As of December 31, 2013,2014, this guarantee is of up to892 $1,230 million and has been recorded under “Other operating commitments”.

In 2013,As of December 31, 2014, the guarantees provided by TOTAL S.A. provided guarantees in connection with the financing of the Ichthys LNG project for an amount of2,218amounted to $4,998 million.

Indemnities related to sales of businesses

In the ordinary course of business, the Group executes contracts involving standard indemnities infor the 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.

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.

2013 Form 20-F TOTAL S.A.F-61


Other guarantees given

Non-consolidated subsidiaries

The Group also guarantees the current liabilities of certain non-consolidated subsidiaries. Performance under these guarantees would be triggered by a financial default of the entity.

Operating agreements

As part of normal ongoing business operations and consistent with generally accepted 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.

 

C. COMMITMENTS RECEIVEDCommitments received

Sales obligations

These amounts represent binding obligations under contractual agreements to sell goods, including in particular unconditional hydrocarbon unconditional salesales contracts (except whenwhere an active, highly-liquid market exists and when the volumes are expected to be re-sold shortly after purchase).

 

 

F-60TOTAL S.A. Form 20-F 2014


24)RELATED PARTIESRelated parties

The main transactions and receivable and payable balances with related parties (principally non-consolidated subsidiaries and equity consolidated affiliates) are detailed as follows:

 

As of December 31, (M€)  2013   2012   2011 
As of December 31, (M$)  2014   2013   2012 

Balance sheet

            

Receivables

            

Debtors and other debtors

   613     646     585     697    845    852 

Loans (excl. loans to equity affiliates)

   341     383     331     155    470    505 

Payables

            

Creditors and other creditors

   876     713     724     1,199    1,208    941 

Debts

   13     9     31     14    18    12 
For the year ended December 31, (M€)  2013   2012   2011 
For the year ended December 31, (M$)  2014   2013   2012 

Statement of income

            

Sales

   3,865     3,959     4,400     4,308    5,133    5,086 

Purchases

   5,475     5,721     5,508     9,890    7,271    7,350 

Financial expense

                              

Financial income

   105     106     79     16    139    136 

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 as of December 31, is detailed as follows:

 

For the year ended December 31, (M€)  2013   2012   2011 
For the year ended December 31, (M$)  2014   2013   2012 

Number of people

   31     34     30     31    31    34 

Direct or indirect compensation received

   22.1     21.3     20.4  

Direct or indirect compensation

   28.3    29.4    27.4 

Pension expenses(a)

   10.0     12.5     6.3     6.8    13.3    16.1 

Other long-term benefits expenses

                              

Termination benefits expenses

             4.8                 

Share-based payments expense (IFRS 2)(b)

   11.8     10.6     10.2     9.0    15.7    13.6 

 

(a)

The benefits provided for executive officers and certain members of the Board of Directors, employees and former employees of the Group, include severance to be paid on retirement, supplementary pension schemes and insurance plans, which represent €188.7$233.7 million provisioned as of December 31, 20132014 (against €181.3$260.2 million as of December 31, 20122013 and €139.7$239.2 million as of December 31, 2011)2012).

(b)

Share-based payments expense computed for the executive officers and the members of the Board of Directors who are employees of the Group as described in Note 25 paragraph E to the Consolidated Financial Statements and based on the principles of IFRS 2 “Share-based payments” described in Note 1 paragraph E to the Consolidated Financial Statements.

The compensation allocated to members of the Boardboard of Directorsdirectors for directors’ fees totaled1.25 $1.78 million in 2014 (against $1.66 million in 2013 (1.10and $1.41 million in 2012 and1.07 million in 2011)2012).

 

F-622014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013F-61


25)SHARE-BASED PAYMENTSShare-based payments

 

A. TOTAL SHARE SUBSCRIPTION OPTION PLANSshare 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 (€)
  2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008 Plan 2009 Plan 2010 Plan 2011 Plan Total Weighted
average
exercise
price (in
euros)
 

Date of the Shareholders’ Meeting

  05/17/2001    05/14/2004    05/14/2004    05/14/2004    05/11/2007    05/11/2007    05/11/2007    05/21/2010    05/21/2010    

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    

Date of the award(a)

  07/16/2003    07/20/2004    07/19/2005    07/18/2006    07/17/2007    10/09/2008    09/15/2009    09/14/2010    09/14/2011      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    39.85    49.73                            

Exercise price since May 24, 2006
(€)(b)

  32.84    39.30    49.04    50.60    60.10    42.90    39.90    38.20    33.00    

Exercise price until May 23, 2006
included (in euros)(b)

  39.85   49.73                     

Exercise price since May 24, 2006
(in euros)(b)

  39.30   49.04   50.60   60.10   42.90   39.90   38.20   33.00   

Expiry date

  07/16/2011    07/20/2012    07/19/2013    07/18/2014    07/17/2015    10/09/2016    09/15/2017    09/14/2018    09/14/2019     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(b)(c)

                     

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

                                  1,518,840    1,518,840    33.00  

Canceled(c)

  (738,534  (28,208  (16,320  (17,380  (16,080  (13,260  (14,090  (85,217  (1,000  (930,089  34.86  

Exercised

  (4,995,910  (216,115              (200      (2,040  (9,400  (5,223,665  33.11  

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    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(c)

      (11,351,931  (2,516  (1,980  (1,380  (3,600  (2,700  (4,140  (3,400  (11,371,647  39.31  

Cancelled(c)

  (11,351,931  (2,516  (1,980  (1,380  (3,600  (2,700  (4,140  (3,400  (11,371,647  39.31 

Exercised

      (742,593              (1,630  (20,200  (34,460      (798,883  39.28    (742,593           (1,630  (20,200  (34,460     (798,883  39.28 

Existing options as of January 1, 2013

          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       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 

Granted

                                                                          

Canceled(c)

          (6,159,390  (900  (1,020  (360  (1,080  (720      (6,163,470  49.04  

Cancelled(c)

     (6,159,390  (900  (1,020  (360  (1,080  (720     (6,163,470  49.04 

Exercised

          (630          (110,910  (344,442  (122,871  (363,946  (942,799  37.37       (630        (110,910  (344,442  (122,871  (363,946  (942,799  37.37 

Existing options as of December 31, 2013

              5,620,626    5,847,965    4,219,198    3,989,378    4,537,852    1,141,094    25,356,113    46.82  

Existing options as of January 1, 2014

        5,620,626   5,847,965   4,219,198   3,989,378   4,537,852   1,141,094   25,356,113   46.82 

Granted

                                       

Cancelled(c)

        (1,797,912                      (1,797,912  50.60 

Exercised

        (3,822,714      (1,003,314  (978,109  (836,634  (282,019  (6,922,790  45.76 

Existing options as of December 31, 2014

            5,847,965   3,215,884   3,011,269   3,701,218   859,075   16,635,411   46.85 

 

(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)

In order to take into account the four-for-one stock split on May 18, 2006, the exercise prices of TOTAL subscription shares of the plans in force at that date were multiplied by 0.25 and the number of options awarded, outstanding, canceled or exercised before May 23, 2006 included was multiplied by four. 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)

Out of the options canceled in 2011, 2012, 2013 and 2013, 738,534 options that were not exercised expired on July 16, 2011 due to the expiry of the 2003 Plan,2014, 11,351,931 options that were not exercised expired on July 20, 2012 due to the expiry of the 2004 Plan and 6,158,662 options that were not exercised expired on July 19, 2013 due to the expiry of the 2005 Plan. and 1,797,912 options that were not exercised expired on July 18, 2014 due to the expiry of the 2006 Plan.

 

2013F-62TOTAL S.A. Form 20-F TOTAL S.A.F-632014


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.

Since the 2011 Plan, no new TOTAL share subscription option plan or TOTAL share purchase plan was decided.

2011 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 of the Return On Equity (ROE) of the Group as published by the Group according to its 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 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 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 50% of the share subscription options granted, the performance condition states that the number of options finally granted is based on the average ROE of the Group as published by the Group according to its 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 ROE is more than or equal to 18%.

For 50% of the share subscription options granted, the performance condition states that the number of options finally granted is based on the average of the Return On Average Capital Employed (ROACE) of the Group as published by the Group according to its 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%.

 

 

B. TOTAL PERFORMANCE SHARE GRANTSperformance share grants

 

   2009 Plan  2010 Plan  2011 Plan  2012 Plan  2013 Plan  Total 

Date of the Shareholders’ Meeting

  05/16/2008    05/16/2008    05/13/2011    05/13/2011    05/13/2011   

Date of the award

  09/15/2009    09/14/2010    09/14/2011    07/26/2012    07/25/2013   

Date of the final award (end of the vesting period)

  09/16/2011    09/15/2012    09/15/2013    07/27/2014    07/26/2016   

Transfer authorized as from

  09/16/2013    09/15/2014    09/15/2015    07/27/2016    07/26/2018      

Number of performance shares

      

Outstanding as of January 1, 2011

  2,954,336    3,000,637                5,954,973  

Notified

          3,649,770            3,649,770  

Canceled

  (26,214  (10,750  (19,579          (56,543

Finally granted

  (2,928,122  (1,836              (2,929,958

Outstanding as of January 1, 2012

      2,988,051    3,630,191            6,618,242  

Notified

              4,295,930        4,295,930  

Canceled

  832    (32,650  (18,855          (50,673

Finally granted

  (832  (2,955,401  (5,530          (2,961,763

Outstanding as of January 1, 2013

          3,605,806    4,295,930        7,901,736  

Notified

                  4,464,200    4,464,200  

Canceled

          (14,970  (17,340  (3,810  (36,120

Finally granted

          (3,590,836  (180      (3,591,016

Outstanding as of December 31, 2013

              4,278,410    4,460,390    8,738,800  

TOTAL performance share grants 2010 Plan  2011 Plan  2012 Plan  2013 Plan  2014 Plan  Total 

Date of the shareholders’ meeting

  05/16/2008    05/13/2011    05/13/2011    05/13/2011    05/16/2014   

Date of the award

  09/14/2010    09/14/2011    07/26/2012    07/25/2013    07/29/2014   

Date of the final award (end of the vesting period)

  09/15/2012    09/15/2013    07/27/2014    07/26/2016    07/30/2017   

Transfer authorized as from

  09/15/2014    09/15/2015    07/27/2016    07/26/2018    07/30/2019      

Number of performance shares

      

Outstanding as of January 1, 2012

  2,988,051   3,630,191            6,618,242 

Notified

        4,295,930         4,295,930 

Cancelled

  (32,650  (18,855           (51,505

Finally granted

  (2,955,401  (5,530           (2,960,931

Outstanding as of January 1, 2013

     3,605,806   4,295,930         7,901,736 

Notified

           4,464,200      4,464,200 

Cancelled

     (14,970  (17,340  (3,810     (36,120

Finally granted

     (3,590,836  (180        (3,591,016

Outstanding as of January 1, 2014

        4,278,410   4,460,390      8,738,800 

Notified

                4,486,300   4,486,300 

Cancelled

        (43,320  (22,360  (11,270  (76,950

Finally granted

        (4,235,090  (3,570      (4,238,660

Outstanding as of December 31, 2014

            4,434,460   4,475,030   8,909,490 

 

F-64TOTAL S.A. Form 20-F 2013


The performance shares, which are bought back by the Company on the market, are finally granted to their beneficiaries after a 3-year vesting period for the 2013 Planand 2014 Plans and a 2-year vesting period for the previous plans, 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 holding period from the date of the final grant.

2013 Planand 2014 Plans

For the 2013 Plan,and 2014 Plans, the Board of Directors decided that for senior executives (other than the late Chairman and Chief Executive Officer), the final grant of all shares will be subject to a continued employment condition and a performance condition. The performance condition states that the number of shares finally granted is based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income for fiscal years 2013, 2014 and 2015.2015 for the 2013 Plan and for fiscal years 2014, 2015 and 2016 for the 2014 Plan. 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 also decided that for each beneficiary of more than 100 shares (other than the late Chairman and Chief Executive Officer and the senior executives) of more than 100 shares,, and subject to the continuous employment condition, the shares in excess of this numberthreshold will be finally granted subject to the performance condition mentioned before.described above and will be finally granted provided such performance condition is met.

In addition, as part of the 2013 plan, the Board of Directors had decided that, subject to a continuous employment condition, the number of performance shares finally granted to the Chairman and Chief Executive Officer willwould be subject to two performance conditions:

 

For 50% of the shares granted, the performance condition statesstated that the number of shares finally granted iswould have been based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income for the three reference fiscal years 2013, 2014 and 2015.years. The acquisition rate iswould have been equal to zero if the average ROE ishad been less than or equal to 8%; varieswould have varied on a straight-line basis between 0% and 100% if the average ROE ishad been more than 8% and less than 16%; and iswould have been equal to 100% if the average ROE ishad been more than or equal to 16%.

2014 Form 20-F TOTAL S.A.F-63


For 50% of the shares granted, the performance condition statesstated that the number of shares finally granted iswould have been based on the average ROACE of the Group as published by the Group according to its consolidated balance sheet and statement of income for the three reference fiscal years 2013, 2014 and 2015.years. The acquisition rate iswould have been equal to zero if the average ROACE ishad been less than or equal to 7%; varieswould have varied on a straight-line basis between 7%0% and 100% if the average ROACE ishad been more than 7% and less than 15%; and iswould have been equal to 100% if the average ROACE ishad been more than or equal to 15%.

However following the death of Mr. de Margerie, and by application of the rules of the performance share plan, the late Chairman and Chief Executive Officer’s heirs can request to receive 100% of the performance shares initially granted.

2012 Plan

For the 2012 Plan, the Board of Directors decided that for senior executives (other than the Chairman and Chief Executive Officer), the final grant of all shares will be subject to a continued employment condition and a performance condition. The performance condition states that the number of shares finally granted is based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income 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 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 also decided 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.

In addition, as part of the 2012 plan, the Board of Directors decided that, subject to a continuous employment condition, the number of performance shares 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 as published by the Group according to its consolidated balance sheet and statement of income 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%.

2013 Form 20-F TOTAL S.A. F-65

granted is based on the average ROE of the Group as published by the Group according to its consolidated balance sheet and statement of income 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%.


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 as published by the Group according to its consolidated balance sheet and statement of income 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 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%.

2011 Plan

For the 2011 Plan, the Board of Directors decided that for senior executives (other than the Chairman and Chief Executive Officer), the final grant of all shares will be subject to a continued employment condition and a performance condition. The performance condition states that the number of shares finally granted is based on the average ROE of the Group as published by the Group according to its 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 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 also decided 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.

In addition, as part of the 20112012 plan, the Board of Directors decided that, subject to a continuous employment condition, the number of performance shares 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 as

published by the Group according to its 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 ROE is more than or equal to 18%.

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 as published by the Group according to its 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%.

Duedue to the application of the performance condition,conditions, the acquisition rate was 100% for the 2011 Plan.shares granted under condition depending on the ROE criteria and 88% for the shares granted under condition depending on the ROACE criteria. As a reminder, the acquisition rates were 100% for the 20092010 and 20102011 plans.

 

C. GLOBAL FREEGlobal free TOTAL SHARE PLANshare plan

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 (employees of Total S.A. or companies in which Total S.A. holds directly or indirectly an interest of more than 50%). On June 30, 2010, entitlement rights to twenty-five free shares were granted to every employee.

The final grant iswas subject to a continued employment condition during the plan’s vesting period. Depending on the country in which the companies of the Group arewere located, the acquisition period iswas either two years followed by a conservation period of two years (for the countries with a 2+2 structure), or four years without any conservation period (for the countries with a 4+0 structure).

Following Furthermore, the vesting period, thegranted 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.were not subject to a performance condition.

 

 

F-66F-64 TOTAL S.A. Form 20-F 20132014


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. The Chairman and Chief Executive Officer acknowledged on July 1, 2014, the issuance and the award of 666,575 shares to the beneficiaries designated at the end of the 4-year acquisition period.

 

  2010 Plan
(2+2)
 2010 Plan
(4+0)
 Total   2011 Plan
(2+2)
 2011 Plan
(4+0)
 Total 

Date of the Shareholders’ Meeting

   05/16/2008    05/16/2008   

Date of the shareholders’ meeting

   05/16/2008    05/16/2008   

Date of the award(a)

   06/30/2010    06/30/2010      06/30/2010    06/30/2010   

Date of the final award

   07/01/2012    07/01/2014      07/01/2012    07/01/2014   

Transfer authorized as from

   07/01/2014    07/01/2014      07/01/2014    07/01/2014   

Number of free shares

        

Outstanding as of January 1, 2011

   1,508,650    1,070,575    2,579,225  

Notified

             

Canceled

   (29,175  (54,625  (83,800

Finally granted

   (475  (425  (900

Outstanding as of January 1, 2012

   1,479,000    1,015,525    2,494,525     1,479,000   1,015,525   2,494,525 

Notified

                       

Canceled

   (111,725  (40,275  (152,000

Cancelled

   (111,725  (40,275  (152,000

Finally granted(b)

   (1,367,275  (350  (1,367,625   (1,367,275  (350  (1,367,625

Outstanding as of January 1, 2013

       974,900    974,900        974,900   974,900 

Notified

                       

Canceled

   100    (101,150  (101,050

Finally granted

   (100  (275  (375

Outstanding as of December 31, 2013

       873,475    873,475  

Cancelled

   100   (101,150  (101,050

Finally granted(b)

   (100  (275  (375

Outstanding as of January 1, 2014

      873,475   873,475 

Notified

          

Cancelled

      (206,225  (206,225

Finally granted(c)

      (667,250  (667,250

Outstanding as of December 31, 2014

          

 

(a)

The June 30, 2010, grant was decided by the Board of Directors on May 21, 2010.

(b)

Final grant July 2, 2012 of 1,366,950 shares to the designated beneficiaries at the end of the 2-year acquisition period.

(c)

Final grant July 1, 2014 of 666,575 shares to the designated beneficiaries at the end of the 4-year acquisition period.

 

D. SUNPOWER PLANSSunPower plans

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.

In May 2008, SunPower’sthe Company’s stockholders approved an automatic annual increase available for grant under the 2005 Plan, beginning in fiscal 2009. The automatic annual increase is equal to the lower of three percent of the

outstanding shares of all classes of SunPower’sthe Company’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’sthe Company’s Board of

Directors. Subsequent to the automatic annual increase effectiveAs of December 30, 2013,28, 2014, approximately 8.0 million shares were available for grant willunder the 2005 Plan. In fiscal 2014, the Company’s Board of Directors voted not to add the three percent annual increase to approximately 7.6 million.at the beginning of fiscal 2015. No new awards were being approved by the Company’s Board of Directors in fiscal 2014. No new awards are being granted under the 1996 Plan or the PowerLight Plan.

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’sthe Company’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.

2014 Form 20-F TOTAL S.A.F-65


The majority of shares issued are net of the minimum statutory withholding requirements that SunPowerthe Company pays on behalf of its employees. During fiscal 2014, 2013, 2012, and 2011,2012, the Company withheld 1,738,625 shares, 1,329,140 shares, 905,953 shares, and 221,262905,953 shares, respectively, to satisfy the

employees’ tax obligations. SunPowerThe Company pays such withholding requirements in cash to the appropriate taxing authorities. Shares withheld are treated as common stock repurchases for accounting and disclosure purposes and reduce the number of shares outstanding upon vesting.

 

 

2013 Form 20-F TOTAL S.A.F-67


The following table summarizes SunPower’s stock option activities:

 

    Outstanding Stock Options 

  

  Shares (in
thousands)
  Weighted-Average
Exercise Price

Per Share
(in dollars)
   Weighted-Average
Remaining
Contractual Term
(in years)
   Aggregate
Intrinsic Value
(in thousands
dollars)
 

Outstanding as of July 3, 2011

   519    25.39      
  

 

 

  

 

 

     

Exercised

   (29  3.93      

Forfeited

   (6  31.29      
  

 

 

  

 

 

     

Outstanding as of January 1, 2012

   484    26.62     4.71     480  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable as of January 1, 2012

   441    24.52     4.53     480  

Expected to vest after January 1, 2012

   40    48.08     6.64       
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding as of January 1, 2012

   484    26.62      
  

 

 

  

 

 

     

Exercised

   (20  2.59      

Forfeited

   (70  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  
  

 

 

  

 

 

   

 

 

   

 

 

 

Outstanding as of January 1, 2013

   394    28.27      
  

 

 

  

 

 

     

Exercised

   (48  3.24      

Forfeited

   (26  42.25      
  

 

 

  

 

 

     

Outstanding as of December 29, 2013

   320    30.87     2.78     3,269  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable as of December 29, 2013

   320    30.87     2.78     3,269  
    Outstanding Stock Options 
    Shares
(in thousands)
   

Weighted-Average

Exercise Price
Per Share

(in dollars)

   

Weighted-Average

Remaining
Contractual Term

(in years)

   

Aggregate
Intrinsic Value

(in thousands
dollars)

 

Outstanding and exercisable as
of December 28, 2014

   210    41.44    2.51    1,036 

 

The intrinsic value of options exercised in fiscal 2014, 2013, and 2012 and 2011 were $2.4 million, $0.8 million, $0.1 million, and $0.3$0.1 million, respectively. There were no stock options granted in fiscal 2014, 2013, 2012, and in the second half of 2011.2012.

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the

Company’s closing stock price of $28.91$26.32 at December 29, 2013,28, 2014 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 0.20.1 million shares as of December 29, 2013.28, 2014.

 

 

The following table summarizes SunPower’s non-vested stock options and restricted stock activities thereafter:

 

  Stock Options   Restricted Stock Awards and Units   Stock Options   Restricted Stock Awards and Units 

  Shares (in
thousands)
 Weighted-Average
Exercise Price

Per Share
(in dollars)
   Shares (in
thousands)
 Weighted-Average
Grant Date Fair
Value Per Share (in
dollars)
(a)
   Shares
(in thousands)
 Weighted-Average
Exercise Price
Per Share
(in dollars)
   Shares
(in thousands)
 Weighted-Average
Grant Date Fair
Value Per Share
(in dollars)
(a)
 

Outstanding as of July 3, 2011

   67    41.34     7,198    16.03  

Outstanding as of January 1, 2012

   43   48.33    7,370   13.25 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Granted

            2,336    6.91            5,638   5.93 

Vested(b)

   (19  28.73     (691  18.96     (30  57.79    (2,845  13.94 

Forfeited

   (5  31.29     (1,473  14.10     (13  24.72    (1,587  11.52 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Outstanding as of December 31, 2011

   43    48.33     7,370    13.25  

Outstanding as of December 30, 2012

          8,576   8.53 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Granted

            5,638    5.93            5,607   15.88 

Vested(b)

   (30  57.79     (2,845  13.94            (3,583  9.48 

Forfeited

   (13  24.72     (1,587  11.52            (1,008  10.10 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Outstanding as of December 31, 2012

            8,576    8.53  

Outstanding as of December 29, 2013

          9,592   12.26 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Granted

            5,607    15.88            2,187   31.80 

Vested(b)

            (3,583  9.48            (4,432  11.61 

Forfeited

            (1,008  10.10            (792  15.00 
  

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

 

Outstanding as of December 31, 2013

            9,592    12.26  

Outstanding as of December 28, 2014

          6,555   18.88 

 

(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.

 

F-68TOTAL S.A. Form 20-F 2013


E. SHARE-BASED PAYMENT EXPENSEShare-based payment expense

Share-based payment expense before tax for the year 2014 amounts to $194 million and is broken down as follows:

$114 million for TOTAL restricted shares plans; and

$80 million for SunPower plans.

Share-based payment expense before tax for the year 2013 amountsamounted to216 $287 million and iswas broken down as follows:

 

3$4 million for TOTAL share subscription plans;

 

128$170 million for TOTAL restricted shares plans;

 

74$98 million for SunPower plans; and

 

11$14 million for the capital increase reserved for employees (see Note 17).

F-66TOTAL S.A. Form 20-F 2014


Share-based payment expense before tax for the year 2012 amounted to148 $191 million and was broken down as follows:

 

13$17 million for TOTAL share subscription plans;

 

133$171 million for TOTAL restricted shares plans; and

 

2$3 million for SunPower plans.

Share-based payment expense before tax for the year 2011 amounted to178 million and was broken down as follows:

27 million for TOTAL share subscription plans;

134 million for TOTAL restricted shares plans; and

17 million for SunPower plans.

The fair value of the options granted in 2011 has been measured according to the Black-Scholes method and based on the following assumptions:

For the year ended December 31, 2013  2012  2011 

Risk free interest rate (%)(a)

          2.0  

Expected dividends (%)(b)

          5.6  

Expected volatility (%)(c)

          27.5  

Vesting period (years)

          2  

Exercise period (years)

          8  

Fair value of the granted options ( per option)

          4.4  

(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 2014, 2013 and 2012 no new TOTAL share subscription option plan was decided.

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 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:

For the year ended December 31,2011

Date of the Board of Directors meeting that decided the issue

October 28, 2010

Subscription price ()

34.80

Share price at the reference date ()(a)

41.60

Number of shares (in millions)

8.90

Risk free interest rate (%)(b)

2.82

Employees’ loan financing rate (%)(c)

7.23

Non transferability cost (% of the reference’s share price)

17.6

(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.

The Combined General Meeting of May 11, 2012 delegated to the Board of Directors, in its seventeenth resolution, 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.

This same Combined General Meeting of May 11, 2012 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.

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 offer and a leveraged offer depending on the employees’ choice, within the limit of 18 million shares with dividend rights as of January 1, 2012. This capital increase resulted in the subscription of 10,802,215 shares with a par value of2.52.50 at a unit price of30.70. The issuance of the shares was acknowledged on April 25, 2013.

The cost of the capital increase reserved for employees consists of the cost related to the discount on all the shares subscribed using both the classic and the leveraged schemes, and the opportunity gain for the shares subscribed using the leveraged scheme. This

2013 Form 20-F TOTAL S.A.F-69


opportunity gain corresponds to the benefit of subscribing

to the leveraged offer, rather than reproducing the same economic profile through the purchase of options in the market for individual investors.

The global cost 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 cost in two steps consisting, first, in a five years forward sale of the nontransferable shares, and second, in purchasing the same number of shares in cash with a loan financing reimbursable “in fine”. During the year 2013, the main assumptions used for the valuation of the cost of the capital increase reserved for employees were the following:

 

For the year ended December 31,  2013 

Date of the Board of Directors meeting that decided the issue

   September 18, 2012  

Subscription price ()(a)

   30.70 

Share price at the reference date ()(b)

   39.57 

Number of shares (in millions)

   10.80 

Risk free interest rate (%)(c)

   0.88 

Employees’Employees loan financing rate (%)(d)

   6.97 

Non transferability cost (% of the reference’s share price)

   22.1 

 

(a)

Average of the closing TOTAL share prices during the twenty trading days prior to March 14, 2013, date on which the Chairman and Chief Executive Officer set the subscription period, after deduction of a 20% discount.

(b)

Share price on March 14, 2013, date on which the Chairman and Chief Executive Officer set the subscription period.

(c)

Zero coupon Euro swap rate at 5 years.

(d)

The employees’ loan financing rate is based on a 5 year consumer’s credit rate.

A cost of10.6 $14.1 million related to the capital increase reserved for employees has been accounted to the fiscal year 2013.

The Combined General Meeting of May 16, 2014, in its fourteenth 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.

The Combined General Meeting of May 16, 2014, in its fifteenth 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 fourteenth resolution of the Combined General Meeting of May 16, 2014.

Pursuant to these delegations, the Board of Directors, during its July 29, 2014, meeting, decided to proceed with a capital increase reserved for employees that included a classic offering and a leveraged offering depending on the

2014 Form 20-F TOTAL S.A.F-67


employees’ choice, within the limit of 18 million shares with dividend rights as of January 1, 2014. All powers were delegated to the Chief Executive Officer to determine the opening and closing of the subscription period and the subscription price. This capital increase, opened in 2014, should be completed before the General Meeting of 2015.

26)PAYROLL AND STAFFPayroll and staff

 

For the year ended
December 31,
  2013   2012   2011   2014   2013   2012 

Personnel expenses (M€)

      

Personnel expenses(M$)

      

Wages and salaries (including social charges)

   7,096     7,135     6,579     9,690    9,424    9,167 

Group employees

            

France

            

• Management

   11,189     11,347     11,123     11,477    11,189    11,347 

• Other

   22,010     23,656     23,914     21,120    22,010    23,656 

International

            

• Management

   17,338     16,307     15,713     17,794    17,338    16,307 

• Other

   48,262     45,816     45,354     49,916    48,262    45,816 

Total

   98,799     97,126     96,104     100,307    98,799    97,126 

The number of employees includes only employees of fully consolidated subsidiaries.

27)STATEMENT OF CASH FLOWSStatement of cash flows

 

A) CASH FLOW FROM OPERATING ACTIVITIESCash 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€)
  2013 2012 2011 
For the year ended
December 31, (M$)
  2014 2013 2012 

Interests paid

   (538  (694  (679   (789  (715  (892

Interests received

   57    73    277     119   76   94 

Income tax paid(a)

   (10,322  (13,067  (12,061   (11,374  (13,708  (16,788

Dividends received

   2,107    2,419    2,133     2,992   2,798   3,108 

 

(a)

These amounts include taxes paid in kind under production-sharing contracts in Exploration & Production.

Changes in working capital are detailed as follows:

 

For the year ended
December 31, (M€)
  2013 2012 2011 
For the year ended
December 31, (M$)
  2014 2013 2012 

Inventories

   812    372    (1,845   5,289   1,079   478 

Accounts receivable

   2,396    767    (1,287   5,916   3,181   986 

Other current assets

   (1,264  (226  (2,409   (1,605  (1,678  (291

Accounts payable

   130    345    2,646     (4,531  174   443 

Other creditors and accrued liabilities

   (144  (174  1,156     (589  (231  (224

Net amount

   1,930    1,084    (1,739   4,480   2,525   1,392 

 

B) CASH FLOW USED IN FINANCING ACTIVITIESCash flow used in financing activities

Changes in non-current financial debt are detailed in the following table underas a net value due to the high number of multiple drawings:drawings on revolving credit lines:

 

For the year ended
December 31, (M€)
  2013 2012 2011 
For the year ended
December 31, (M$)
  2014 2013 2012 

Issuance of non-current debt

   8,448    5,539    4,234     15,874   11,221   7,114 

Repayment of non-current debt

   (89  (260  (165   (88  (119  (334

Net amount

   8,359    5,279    4,069     15,786   11,102   6,780 

 

C) CASH AND CASH EQUIVALENTSCash and cash equivalents

Cash and cash equivalents are detailed as follows:

 

For the year ended
December 31, (M€)
  2013   2012   2011 
For the year ended
December 31, (M$)
  2014   2013   2012 

Cash

   9,351     6,202     4,715     13,874    12,895    8,183 

Cash equivalents

   5,296     9,267     9,310     11,307    7,305    12,226 

Total

   14,647     15,469     14,025     25,181    20,200    20,409 

Cash equivalents are mainly composed of deposits less than three months deposited in government institutions or deposit banks selected in accordance with strict criteria.

 

 

F-70F-68 TOTAL S.A. Form 20-F 20132014


28)FINANCIAL ASSETS AND LIABILITIES ANALYSIS PER INSTRUMENTS CLASS AND STRATEGYFinancial assets and liabilities analysis per instrument class and strategy

The financial assets and liabilities disclosed in the balance sheet are detailed as follows:

 

 Financial instruments related to financing and operational activities Other financial
instruments
 Total Fair
value
  Financial instruments related to financing and operational activities Other financial
instruments
 Total Fair
value
 
 Amortized
cost
 Fair value            Amortized
cost
 Fair value           
As of December 31, 2013 (M€) Assets / (Liabilities)    Available
for sale
(a)
 Held for
trading
 Financial
debt
(b)
 Hedging of
financial debt
 Cash flow
hedge
 Net investment
hedge and other
          
As of December 31, 2014 (M$) Assets / (Liabilities)    Available
for sale
(a)
 Held for
trading
 Financial
debt
(b)
 Hedging of
Financial Debt
 Cash flow
hedge
 Net investment
hedge and other
          

Equity affiliates: loans

  2,577                                2,577    2,577    4,626                               4,626   4,626 

Other investments

      1,207                            1,207    1,207        1,399                           1,399   1,399 

Hedging instruments of non-current financial debt

                  873    155            1,028    1,028                    1,084   235           1,319   1,319 

Other non-current assets

  2,592                                2,592    2,592    3,326                               3,326   3,326 

Accounts receivable, net(C)(c)

                              16,984    16,984    16,984                                15,704   15,704   15,704 

Other operating receivables

          927                    6,264    7,191    7,191            2,502           7       8,283   10,792   10,792 

Current financial assets

  117        78        340    1            536    536    469       364       460               1,293   1,293 

Cash and cash equivalents

                              14,647    14,647    14,647                                25,181   25,181   25,181 

Total financial assets

  5,286    1,207    1,005        1,213    156        37,895    46,762    46,762    8,421   1,399   2,866       1,544   242       49,168   63,640   63,640 

Total non-financial assets

                                  126,729                                        166,158     

Total assets

                                  173,491                                        229,798     

Non-current financial debt

  (5,064          (19,769  (236              (25,069  (25,670  (7,179          (37,355  (944  (3          (45,481  (46,472

Accounts payable(C)(c)

                              (21,958  (21,958  (21,958                              (24,150  (24,150  (24,150

Other operating liabilities

          (615          (19      (5,307  (5,941  (5,941          (1,073          (4      (6,858  (7,935  (7,935

Current borrowings

  (4,279          (3,837                  (8,116  (8,116  (6,241          (4,701                  (10,942  (10,942

Other current financial liabilities

          (44      (228  (4          (276  (276          (47      (133              (180  (180

Total financial liabilities

  (9,343      (659  (23,606  (464  (23      (27,265  (61,360  (61,961  (13,420      (1,120  (42,056  (1,077  (7      (31,008  (88,688  (89,679

Total non-financial liabilities

                                  (112,131                                      (141,110    

Total liabilities

                                  (173,491                                      (229,798    

 

(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).

(c)

The impact of offsetting on accounts receivable, net is €(2,508)$(1,970) million and + €2,508$+1,970 million on accounts payable.

 

20132014 Form 20-F TOTAL S.A. F-71F-69


 Financial instruments related to financing and operational activities Other financial
instruments
 Total Fair
value
  Financial instruments related to financing and trading activities Other financial
instruments
 Total Fair
value
 
 Amortized
cost
 Fair value            Amortized
cost
 Fair value           
As of December 31, 2012 (M€) Assets / (Liabilities)    Available
for sale
(a)
 Held for
trading
 Financial
debt
(b)
 Hedging of
financial debt
 Cash flow
hedge
 Net investment
hedge and other
          
As of December 31, 2013 (M$) Assets / (Liabilities)    Available
for sale
(a)
 Held for
trading
 Financial
debt
(b)
 Hedging of
Financial Debt
 Cash flow
hedge
 Net investment
hedge and other
          

Equity affiliates: loans

  2,360                                2,360    2,360    3,554                               3,554   3,554 

Other investments

      1,190                            1,190    1,190        1,666                           1,666   1,666 

Hedging instruments of non-current financial debt

                  1,566    60            1,626    1,626                    1,204   214           1,418   1,418 

Other non-current assets

  2,207                                2,207    2,207    3,575                               3,575   3,575 

Accounts receivable, net(C)(c)

                              19,206    19,206    19,206                                23,422   23,422   23,422 

Other operating receivables

          681                    5,477    6,158    6,158            1,278                   8,639   9,917   9,917 

Current financial assets

  1,093        38        430    1            1,562    1,562    161       108       469   1           739   739 

Cash and cash equivalents

                              15,469    15,469    15,469                                20,200   20,200   20,200 

Total financial assets

  5,660    1,190    719        1,996    61        40,152    49,778    49,778    7,290   1,666   1,386       1,673   215       52,261   64,491   64,491 

Total non-financial assets

                                  121,446                                        174,732     

Total assets

                                  171,224                                        239,223     

Non-current financial debt

  (5,086          (17,177  (11              (22,274  (22,473  (6,985          (27,264  (325              (34,574  (35,401

Accounts payable(C)(c)

                              (21,648  (21,648  (21,648                              (30,282  (30,282  (30,282

Other operating liabilities

          (456          (10      (5,438  (5,904  (5,904          (848          (26      (7,317  (8,191  (8,191

Current borrowings

  (6,787          (4,229                  (11,016  (11,016  (5,901          (5,292                  (11,193  (11,193

Other current financial liabilities

          (88      (84  (4          (176  (176          (61      (314  (6          (381  (381

Total financial liabilities

  (11,873      (544  (21,406  (95  (14      (27,086  (61,018  (61,217  (12,886      (909  (32,556  (639  (32      (37,599  (84,621  (85,448

Total non-financial liabilities

                                  (110,206                                      (154,602    

Total liabilities

                                  (171,224                                      (239,223    

 

(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).

(c)

The impact of offsetting on accounts receivable, net is €(1,082)$(3,458) million and + €1,082$+3,458 million on accounts payable.

 

F-72F-70 TOTAL S.A. Form 20-F 20132014


  Financial instruments related to financing and trading activities Other financial
instruments
 Total Fair
value
   Financial instruments related to financing and trading activities   Other financial
instruments
 Total Fair
value
 
  Amortized
cost
 Fair value        Amortized
cost
 Fair value         
As of December 31, 2011 (M€)
Assets / (Liabilities)
     Available
for sale (a)
   Held for
trading
 Financial
debt(b)
 Hedging of
financial debt
 Cash flow
hedge
 Net investment
hedge and other
          

As of December 31, 2012(M$)

Assets / (Liabilities)

     Available
for sale
(a)
   Held for
trading
 Financial
debt
(b)
 Hedging of
Financial Debt
 Cash flow
hedge
 Net investment
hedge and other
            

Equity affiliates: loans

   2,246                                 2,246    2,246     3,114                                 3,114   3,114 

Other investments

       3,674                             3,674    3,674         1,571                             1,571   1,571 

Hedging instruments of non-current financial debt

                    1,971    5            1,976    1,976                      2,066   79            2,145   2,145 

Other non-current assets

   2,055                                 2,055    2,055     2,912                                 2,912   2,912 

Accounts receivable, net(C)(c)

                                20,049    20,049    20,049                                   25,339   25,339   25,339 

Other operating receivables

            1,017                    6,450    7,467    7,467              899                    7,227   8,126   8,126 

Current financial assets

   146         159        383    12            700    700     1,442        50       568   1            2,061   2,061 

Cash and cash equivalents

                                14,025    14,025    14,025                                   20,409   20,409   20,409 

Total financial assets

   4,447    3,674     1,176        2,354    17        40,524    52,192    52,192     7,468   1,571    949       2,634   80        52,975   65,677   65,677 

Total non-financial assets

                                    111,513                                           160,209     

Total assets

                                    163,705                                           225,886     

Non-current financial debt

   (4,858           (17,551  (97  (49      (2  (22,557  (23,247   (6,712           (22,666  (14               (29,392)   (29,651) 

Accounts payable(C)(c)

                                (22,086  (22,086  (22,086                                 (28,563  (28,563)   (28,563) 

Other operating liabilities

            (548                  (4,893  (5,441  (5,441            (602          (13       (7,169  (7,784)   (7,784) 

Current borrowings

   (6,158        (3,517                  (9,675  (9,675   (8,955           (5,580                   (14,535)   (14,535) 

Other current financial liabilities

            (87      (40  (14  (26      (167  (167            (116      (111  (5           (232)   (232) 

Total financial liabilities

   (11,016       (635  (21,068  (137  (63  (26  (26,981  (59,926  (60,616   (15,667       (718  (28,246  (125  (18       (35,732  (80,506  (80,765

Total non-financial liabilities

                                    (103,779                                         (145,380    

Total liabilities

                                    (163,705                                         (225,886    

 

(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).

(c)

The impact of offsetting on accounts receivable, net is €(779)$(1,428) million and + €779$+1,428 million on accounts payable.

 

20132014 Form 20-F TOTAL S.A. F-73F-71


29)FAIR VALUE OF FINANCIAL INSTRUMENTS (EXCLUDING COMMODITY CONTRACTS)Fair value of financial instruments (excluding commodity contracts)

 

A) IMPACT ON THE STATEMENT OF INCOME PER NATURE OF FINANCIAL INSTRUMENTSImpact 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€)
  2013 2012 2011 

Assets available for sale (investments):

    
For the year ended December 31,
(M$)
 2014 2013 2012 

Assets available for sale (investments) :

   

— dividend income on non-consolidated subsidiaries

   152    223    330    282   202   286 

— gains (losses) on disposal of assets

   112    516    103    13   149   661 

— other

   (71  (60  (29  (84  (94  (77

Loans and receivables

   80    (20  (34  9   106   (26

Impact on net operating income

   273    659    370    220   363   844 

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”.

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€)
  2013 2012 2011 
For the year ended December 31,
(M$)
 2014 2013 2012 

Loans and receivables

   70    80    271    135   94   102 

Financing liabilities and associated hedging instruments

   (677  (675  (730  (750  (899  (868

Fair value hedge (ineffective portion)

   7    4    17    2   9   5 

Assets and liabilities held for trading

   (6  20    2    (27  (8  26 

Impact on the cost of net debt

   (606  (571  (440  (640  (804  (735

The impact on the statement of income mainly includes:

 

Financial income on cash, cash equivalents, and current financial assets (notably current deposits beyond three months) classified as “Loans and receivables”;

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

 

Financial income, financial expense and fair value of derivative instruments used for cash management purposes classified as “Assets and liabilities held for trading”.

Financial derivative instruments used for cash management purposes (interest rate and foreign exchange) are considered to be held for trading. Based on practical documentation issues, the Group did not elect to set up hedge accounting for such instruments. The impact on income of the derivatives is offset by the impact of loans and current liabilities they are related to. Therefore these transactions taken as a whole do not have a significant impact on the Consolidated Financial Statements.

 

B) IMPACT OF THE HEDGING STRATEGIESImpact 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€)
 2013 2012 2011 
For the year ended December 31,
(M$)
 2014 2013 2012 

Revaluation at market value of bonds

  1,075    321    (301  443   1,428   412 

Swap hedging of bonds

  (1,068  (317  318    (441  (1,419  (407

Ineffective portion of the fair value hedge

  7    4    17    2   9   5 

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.

 

 

F-74TOTAL S.A. Form 20-F 2013


Net investment hedge

These instruments are recorded directly in shareholders’ equityother comprehensive income under “Currency translation adjustments”. The variations of the period are detailed in the table below:

 

For the year ended December 31, (M€)  As of January 1, Variations Disposals   As of December 31, 
For the year ended December 31, (M$)  As of January 1, Variations Disposals   As of December 31 

2014

   (367)   (144)        (511) 

2013

   (291  25         (266   (384  17        (367

2012

   (104  (187       (291   (135  (249       (384

2011

   (243  139         (104

F-72TOTAL S.A. Form 20-F 2014


As forof December 31, 2014, 2013 and 2012 the Group had no open forward contracts under these hedging instruments as of December 31, 2013. The fair value of open forward instruments was(26) million in 2011.instruments.

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€)  2013   2012   2011 
For the year ended December 31, (M$)  2014 2013   2012 

Profit (Loss) recorded in equity during the period

   117     65     (84   97   156    83 

Recycled amount from equity to the income statement during the period

   65     87     (47   (295  86    112 

As of December 31, 2014, 2013 2012, and 2011,2012, the ineffective portion of these financial instruments is equal to zero.

 

2013 Form 20-F TOTAL S.A.F-75


C) MATURITY OF DERIVATIVE INSTRUMENTSMaturity of derivative instruments

The maturity of the notional amounts of derivative instruments, excluding the commodity contracts, is detailed in the following table:

 

     Notional value(a)     Notional value(a) 

As of December 31, 2013 (M€)

Assets / (Liabilities)

  Fair
value
  Total   2014   2015   2016   2017   2018   2019
and
after
 

For the year ended December 31, 2014 (M$)

Assets / (Liabilities)

 Fair
value
  Total 2015 2016 2017 2018 2019 2020
and
after
 

Fair value hedge

                       

Swaps hedging fixed-rates bonds (liabilities)

   (236  7,480                                  (944  21,546                         

Swaps hedging fixed-rates bonds (assets)

   873    12,156                                  1,084   14,946                         

Total swaps hedging fixed-rates bonds (assets and liabilities)

   637    19,636          3,410     2,606     2,970     3,749     6,901    140   36,492       3,505   4,490   5,018   3,255   20,224 

Swaps hedging fixed-rates bonds (current portion) (liabilities)

   (228  1,366                                  (133  1,004                         

Swaps hedging fixed-rates bonds (current portion) (assets)

   340    2,793                                  460   4,163                         

Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities)

   112    4,159     4,159                             327   5,167   5,167                     

Cash flow hedge

                       

Swaps hedging fixed-rates bonds (liabilities)

                                         (3  247                         

Swaps hedging fixed-rates bonds (assets)

   155    1,610                                  235   2,221                         

Total swaps hedging fixed-rates bonds (assets and liabilities)

   155    1,610                              1,610    232   2,468                   969   1,499 

Swaps hedging fixed-rates bonds (current portion) (liabilities)

   (4  120                                                                

Swaps hedging fixed-rates bonds (current portion) (assets)

   1    96                                                                

Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities)

   (3  216     196     20                                                      

Swaps hedging investments (liabilities)

   (19  143                                  (4  45                         

Swaps hedging investments (assets)

                                         7   146                         

Total swaps hedging investments (assets and liabilities)

   (19  143     132     11                        3   191   191                     

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)

   2    4,093                                  10   14,537                         

Other interest rate swaps (liabilities)

   (3  11,316                                  (8  11,443                         

Total other interest rate swaps (assets and liabilities)

   (1  15,409     15,127     86     83     62     51         2   25,980   25,720   109   83   68         

Currency swaps and forward exchange contracts (assets)

   76    4,768                                  354   14,584                         

Currency swaps and forward exchange contracts (liabilities)

   (41  4,437                                  (39  1,970                         

Total currency swaps and forward exchange contracts (assets and liabilities)

   35    9,205     8,945     194     42     10     14         315   16,554   16,106   308   89   45   1   5 

 

(a)

These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.

 

F-762014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013F-73


     Notional value(a)     Notional value(a) 

As of December 31, 2012 (M€)

Assets / (Liabilities)

  Fair
value
  Total   2013   2014   2015 2016   2017   2018
and
after
 

For the year ended December 31, 2013 (M$)

Assets / (Liabilities)

 Fair
value
  Total 2014 2015 2016 2017 2018 2019
and
after
 

Fair value hedge

                      

Swaps hedging fixed-rates bonds (liabilities)

   (11  1,737                                 (325  10,316                   

Swaps hedging fixed-rates bonds (assets)

   1,566    15,431                                 1,204   16,764                   

Total swaps hedging fixed-rates bonds (assets and liabilities)

   1,555    17,168          4,205     3,537    2,098     3,075     4,253    879   27,080      4,703   3,594   4,096   5,170   9,517 

Swaps hedging fixed-rates bonds (current portion) (liabilities)

   (84  591                                 (314  1,884                   

Swaps hedging fixed-rates bonds (current portion) (assets)

   430    3,614                                 469   3,852                   

Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities)

   346    4,205     4,205                            155   5,736   5,736                

Cash flow hedge

                      

Swaps hedging fixed-rates bonds (liabilities)

                                      

Swaps hedging fixed-rates bonds (assets)

   60    1,683                                 214   2,220                   

Total swaps hedging fixed-rates bonds (assets and liabilities)

   60    1,683                             1,683    214   2,220                  2,220 

Swaps hedging fixed-rates bonds (current portion) (liabilities)

   (4  148                                 (6  166                   

Swaps hedging fixed-rates bonds (current portion) (assets)

   1    19                                 1   132                   

Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities)

   (3  167     167                            (5  298   270   28             

Swaps hedging investments (liabilities)

   (10  518                                 (26  197                   

Swaps hedging investments (assets)

                                                              

Total swaps hedging investments (assets and liabilities)

   (10  518     365     141     12                  (26  197   182   15             

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)

   2    11,041                                 3   5,645                   

Other interest rate swaps (liabilities)

   (2  9,344                                 (4  15,606                   

Total other interest rate swaps (assets and liabilities)

       20,385     19,962     133     88    85     64     53    (1  21,251   20,862   119   114   86   70    

Currency swaps and forward exchange contracts (assets)

   36    4,768                                 105   6,576                   

Currency swaps and forward exchange contracts (liabilities)

   (86  12,224                                 (57  6,119                   

Total currency swaps and forward exchange contracts (assets and liabilities)

   (50  16,992     16,776     186     (15  16     16     13    48   12,695   12,336   268   58   14   19    

 

(a)

These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.

 

2013F-74TOTAL S.A. Form 20-F TOTAL S.A.F-772014


As of December 31, 2011 (M€)

Assets / (Liabilities)

    Notional value(a) 
Fair
value
  Total 2012 2013 2014 2015 2016 2017
and
after
 

For the year ended December 31, 2012 (M$)

Assets / (Liabilities)

    Notional value(a) 
Fair
value
  Total 2013 2014 2015 2016 2017 2018
and
after
 

Fair value hedge

                

Swaps hedging fixed-rates bonds (liabilities)

  (97  1,478    —      —      —      —      —      —      (14  2,292                         

Swaps hedging fixed-rates bonds (assets)

  1,971    15,653    —      —      —      —      —      —      2,066   20,359                         

Total swaps hedging fixed-rates bonds (assets and liabilities)

  1,874    17,131    —      4,204    4,215    3,380    1,661    3,671    2,052   22,651       5,548   4,667   2,768   4,057   5,611 

Swaps hedging fixed-rates bonds (current portion) (liabilities)

  (40  642    —      —      —      —      —      —      (111  780                         

Swaps hedging fixed-rates bonds (current portion) (assets)

  383    2,349    —      —      —      —      —      —      568   4,768                         

Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities)

  343    2,991    2,991    —      —      —      —      —      457   5,548   5,548                     

Cash flow hedge

                

Swaps hedging fixed-rates bonds (liabilities)

  (49  967    —      —      —      —      —      —                                    

Swaps hedging fixed-rates bonds (assets)

  5    749    —      —      —      —      —      —      79   2,221                         

Total swaps hedging fixed-rates bonds (assets and liabilities)

  (44  1,716     —      —      —      —      1,716    79   2,221                       2,221 

Swaps hedging fixed-rates bonds (current portion) (liabilities)

  (14  582    —      —      —      —      —      —      (5  195                         

Swaps hedging fixed-rates bonds (current portion) (assets)

  12    908    —      —      —      —      —      —      1   25                         

Total swaps hedging fixed-rates bonds (current portion) (assets and liabilities)

  (2  1,490    1,490    —      —      —      —      —      (4  220   220                     

Swaps hedging investments (liabilities)

  (13  683                         

Swaps hedging investments (assets)

                                

Total swaps hedging investments (assets and liabilities)

  (13  683   481   186   16             

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)

  1    3,605    —      —      —      —      —      —      3   14,568                         

Other interest rate swaps (liabilities)

  (2  14,679    —      —      —      —      —      —      (3  12,328                         

Total other interest rate swaps (assets and liabilities)

  (1  18,284    18,284    —      —      —      —      —          26,896   26,339   175   116   112   84   70 

Currency swaps and forward exchange contracts (assets)

  158    6,984    —      —      —      —      —      —      47   6,291                         

Currency swaps and forward exchange contracts (liabilities)

  (85  4,453    —      —      —      —      —      —      (113  16,128                         

Total currency swaps and forward exchange contracts (assets and liabilities)

  73    11,437    11,176    80    58    36    31    56    (66  22,419   22,135   245   (20  21   21   17 

 

(a)

These amounts set the levels of notional commitment and are not indicative of a contingent gain or loss.

 

D) FAIR VALUE HIERARCHYFair value hierarchy

The fair value hierarchy for financial instruments, excluding commodity contracts, is as follows:

 

As of December 31, 2013 (M€ )  

Quoted prices in
active markets
for identical
assets

(level 1)

   Prices based on
observable data
(level 2)
   

Prices based on
non observable
data

(level 3)

   Total 
As of December 31, 2014 (M$)  

Quoted prices in

active markets

for identical

assets

(level 1)

   

Prices based on
observable data

(level 2)

   

Prices based on
non observable
data

(level 3)

   Total 

Fair value hedge instruments

        749          749         467        467 

Cash flow hedge instruments

        133          133         235        235 

Net investment hedge instruments

                                    

Assets and liablities held for trading

        34          34  

Assets and liabilities held for trading

       317        317 

Assets available for sale

   116               116     84            84 

Total

   116     916          1,032     84    1,019        1,103 

 

F-782014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013F-75


As of December 31, 2012 (M€ )  

Quoted prices in
active markets
for identical
assets

(level 1)

   Prices based on
observable data
(level 2)
 

Prices based on
non observable
data

(level 3)

   Total 
As of December 31, 2013 (M$)  

Quoted prices in

active markets

for identical

assets

(level 1)

   

Prices based on
observable data

(level 2)

   

Prices based on
non observable
data

(level 3)

   Total 

Fair value hedge instruments

        1,901         1,901         1,034        1,034 

Cash flow hedge instruments

        47         47         183        183 

Net investment hedge instruments

                                   

Assets and liablities held for trading

        (50       (50

Assets and liabilities held for trading

       47        47 

Assets available for sale

   91              91     160            160 

Total

   91     1,898         1,989     160    1,264        1,424 

 

As of December 31, 2011 (M€ )  

Quoted prices in
active markets
for identical
assets

(level 1)

   Prices based on
observable data
(level 2)
 

Prices based on
non observable
data

(level 3)

   Total 
As of December 31, 2012 (M$)  

Quoted prices in

active markets

for identical

assets

(level 1)

   

Prices based on
observable data

(level 2)

 

Prices based on
non observable
data

(level 3)

   Total 

Fair value hedge instruments

        2,217         2,217         2,509       2,509 

Cash flow hedge instruments

        (46       (46       62       62 

Net investment hedge instruments

        (26       (26               

Assets and liablities held for trading

        72         72  

Assets and liabilities held for trading

       (66      (66

Assets available for sale

   2,575              2,575     121           121 

Total

   2,575     2,217         4,792     121    2,505       2,626 

The description of each fair value level is presented in Note 1 paragraph M(v) to the Consolidated Financial Statements.

 

2013F-76TOTAL S.A. Form 20-F TOTAL S.A.F-792014


30)FINANCIAL INSTRUMENTS RELATED TO COMMODITY CONTRACTSFinancial 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, 2013 (M€)

Assets / (Liabilities)

 Gross value
before
offsetting –
assets
 Gross value
before
offsetting –
liabilities
 Amounts
offset –  assets
(c)
 Amounts
offset –  liabilities
(c)
 

Net balance
sheet value
presented –

assets

 Net balance
sheet value
presented –
liabilities
 Other
amounts not
offset
 Net carrying
amount
 Fair value(b) 

As of December 31, 2014 (M$)

Assets / (Liabilities)

 Gross value
before
offsetting –
assets
 Gross value
before
offsetting –
liabilities
 Amounts
offset –  assets
(c)
 Amounts
offset –  liabilities
(c)
 Net balance
sheet value
presented –
assets
 Net balance
sheet value
presented –
liabilities
 Other
amounts not
offset
 Net carrying
amount
 Fair value(b) 

Crude oil, petroleum products and freight rates activities

                  

Petroleum products and crude oil swaps

  68    (148  (57  57    11    (91      (80  (80)    1,505   (465  (384  384   1,121   (81      1,040   1,040 

Freight rate swaps

                                                                        

Forwards(a)

  42    (41  (6  6    36    (35      1    1    168   (197  (56  56   112   (141      (29  (29

Options

  144    (170  (45  45    99    (125      (26  (26)    928   (1,224  (790  790   138   (434      (296  (296

Futures

  5    (1          5    (1      4    4    5               5           5   5 

Options on futures

  49    (41  (41  41    8            8    8    307   (130  (130  130   177           177   177 

Other / Collateral

                          70    70    70                            (505  (505  (505

Total crude oil, petroleum products and freight rates

  308    (401  (149  149    159    (252  70    (23  (23)    2,913   (2,016  (1,360  1,360   1,553   (656  (505  392   392 

Gas & Power activities

                  

Swaps

  50    (15  (8  8    42    (7      35    35    138   (41  (19  19   119   (22      97   97 

Forwards(a)

  763    (384  (29  29    734    (355      379    379    1,110   (671  (278  278   832   (393      439   439 

Options

      (9  (8  8    (8  (1      (9  (9)    5   (9  (7  7   (2  (2      (4  (4

Futures

                                                                        

Other / Collateral

                          11    11    11                            (89  (89  (89

Total Gas & Power

  813    (408  (45  45    768    (363  11    416    416    1,253   (721  (304  304   949   (417  (89  443   443 

Total

  1,121    (809  (194  194    927    (615  81    393    393    4,166   (2,737  (1,664  1,664   2,502   (1,073  (594  835   835 

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.

(c) 

Amounts offset in accordance with IAS 32.

 

F-802014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013F-77


As of December 31, 2012 (M€)

Assets / (Liabilities)

 Gross value
before
offsetting –
assets
 Gross value
before
offsetting –
liabilities
 Amounts
offset – assets
(c)
 Amounts
offset – liabilities
(c)
 Net balance
sheet value
presented –
assets
 Net balance
sheet value
presented –
liabilities
 Other
amounts not
offset
 Net carrying
amount
 Fair value(b) 
As of December 31, 2013 (M$)
Assets / (Liabilities)
 Gross value
before
offsetting –
assets
 Gross value
before
offsetting –
liabilities
 Amounts
offset – assets
(c)
 Amounts
offset – liabilities
(c)
 Net balance
sheet value
presented –
assets
 Net balance
sheet value
presented –
liabilities
 Other
amounts not
offset
 Net carrying
amount
 Fair value(b) 

Crude oil, petroleum products and freight rates activities

                  

Petroleum products and crude oil swaps

  142    (168  (90  90    52    (78      (26  (26)    94   (204  (79  79   15   (125     (110  (110

Freight rate swaps

                                                               

Forwards(a)

  7    (9  (3  3    4    (6      (2  (2)    58   (57  (8  8   50   (49     1   1 

Options

  231    (249  (226  226    5    (23      (18  (18)    198   (234  (62  62   136   (172     (36  (36

Futures

      (6              (6      (6  (6)    7   (1        7   (1     6   6 

Options on futures

  64    (59  (59  59    5            5    5    68   (57  (57  57   11         11   11 

Other / Collateral

                          22    22    22                      96   96   96 

Total crude oil, petroleum products and freight rates

  444    (491  (378  378    66    (113  22    (25  (25)    425   (553  (206  206   219   (347  96   (32  (32

Gas & Power activities

                  

Swaps

  54    (71  (43  43    11    (28      (17  (17)    69   (21  (11  11   58   (10     48   48 

Forwards(a)

  652    (361  (48  48    604    (313      291    291    1,052   (530  (40  40   1,012   (490     522   522 

Options

  11    (13  (11  11        (2      (2  (2)       (12  (11  11   (11  (1     (12  (12

Futures

                                                               

Other / Collateral

                          31    31    31                      16   16   16 

Total Gas & Power

  717    (445  (102  102    615    (343  31    303    303    1,121   (563  (62  62   1,059   (501  16   574   574 

Total

  1,161    (936  (480  480    681    (456  53    278    278    1,546   (1,116  (268  268   1,278   (848  112   542   542 

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.

(c) 

Amounts offset in accordance with IAS 32.

 

2013F-78TOTAL S.A. Form 20-F TOTAL S.A.F-812014


As of December 31, 2011 (M€)

Assets / (Liabilities)

 Gross value
before
offsetting –
assets
 Gross value
before
offsetting –
liabilities
 Amounts
offset –  assets
(c)
 Amounts
offset –  liabilities
(c)
 Net balance
sheet value
presented –
assets
 Net balance
sheet value
presented –
liabilities
 Other
amounts not
offset
 Net carrying
amount
 Fair value(b) 

As of December 31, 2012 (M$)

Assets / (Liabilities)

 Gross value
before
offsetting –
assets
 Gross value
before
offsetting –
liabilities
 Amounts
offset –  assets
(c)
 Amounts
offset –  liabilities
(c)
 Net balance
sheet value
presented –
assets
 Net balance
sheet value
presented –
liabilities
 Other
amounts not
offset
 Net carrying
amount
 Fair value(b) 

Crude oil, petroleum products and freight rates activities

                  

Petroleum products and crude oil swaps

  345    (342  (240  240    105    (102      3    3    188   (222  (119  119   69   (103      (34  (34

Freight rate swaps

                                                                        

Forwards(a)

  11    (27  (6  6    5    (21      (16  (16)    9   (12  (4  4   5   (8      (3  (3

Options

  313    (317  (297  297    16    (20      (4  (4)    305   (329  (298  298   7   (31      (24  (24

Futures

      (14              (14      (14  (14)        (8              (8      (8  (8

Options on futures

  96    (102  (96  96        (6      (6  (6)    85   (78  (78  78   7           7   7 

Other / Collateral

                          (50  (50  (50)                            29   29   29 

Total crude oil, petroleum products and freight rates

  765    (802  (639  639    126    (163  (50  (87  (87)    587   (649  (499  499   88   (150  29   (33  (33

Gas & Power activities

                  

Swaps

  72    (15  (9  9    63    (6      57    57    71   (93  (57  57   14   (36      (22  (22

Forwards(a)

  949    (497  (121  121    828    (376      452    452    860   (476  (63  63   797   (413      384   384 

Options

  15    (18  (15  15        (3      (3  (3)    15   (18  (15  15       (3      (3  (3

Futures

                                                                        

Other / Collateral

                          24    24    24                            41   41   41 

Total Gas & Power

  1,036    (530  (145  145    891    (385  24    530    530    946   (587  (135  135   811   (452  41   400   400 

Total

  1,801    (1,332  (784  784    1,017    (548  (26  443    443    1,533   (1,236  (634  634   899   (602  70   367   367 

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.

(c) 

Amounts offset in accordance with IAS 32.

 

F-822014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013F-79


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,

 
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

            

2014

   (128  2,471    (1,445  (1  897 

2013

   (47  1,706     (1,754  2    (93   (62  2,266    (2,330  (2  (128

2012

   (37  1,694     (1,705  1    (47   (48  2,176    (2,191  1   (62

2011

   38    1,572     (1,648  1    (37

Gas & Power activities

            

2014

   558   922    (909  (39  532 

2013

   272    470     (282  (55  405     359   624    (375  (50  558 

2012

   506    588     (825  3    272     655   755    (1,060  9   359 

2011

   (98  899     (295      506  

The fair value hierarchy for financial instruments related to commodity contracts is as follows:

 

As of December 31, 2013 (M€ ) Quoted prices
in active markets for
identical
assets (level 1)
 Prices based on
observable data
(level 2)
 Prices based on
non observable
data (level 3)
 Total 
As of December 31, 2014 (M$) 

Quoted prices

in active markets for
identical

assets (level 1)

 

Prices based on
observable data

(level 2)

 

Prices based on
non observable

data (level 3)

 Total 

Crude oil, petroleum products and freight rates activities

  15    (108      (93  239   658       897 

Gas & Power activities

      405        405    92   440       532 

Total

  15    297        312    331   1,098       1,429 

 

As of December 31, 2012 (M€ ) Quoted prices
in active markets for
identical assets
(level 1)
 Prices based on
observable data
(level 2)
 Prices based on
non observable
data (level 3)
 Total 
As of December 31, 2013 (M$) 

Quoted prices

in active markets for
identical

assets (level 1)

 

Prices based on
observable data

(level 2)

 

Prices based on
non observable

data (level 3)

 Total 

Crude oil, petroleum products and freight rates activities

  5    (52      (47  21   (149      (128

Gas & Power activities

  (52  324        272        558       558 

Total

  (47  272        225    21   409       430 

 

As of December 31, 2011 (M€ ) 

Quoted prices
in active markets for
identical

assets (level 1)

 Prices based on
observable data
(level 2)
 Prices based on
non observable
data (level 3)
 Total 
As of December 31, 2012 (M$) 

Quoted prices

in active markets for
identical

assets (level 1)

 

Prices based on
observable data

(level 2)

 

Prices based on
non observable

data (level 3)

 Total 

Crude oil, petroleum products and freight rates activities

  (38  1        (37  7   (69      (62

Gas & Power activities

  (44  550        506    (69  428       359 

Total

  (82  551        469    (62  359       297 

The description of each fair value level is presented in Note 1 paragraph M(v) to the Consolidated Financial Statements.

 

31)FINANCIAL RISKS MANAGEMENTFinancial risks management

Oil and gas market related risks

Oiland 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.

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 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

2013 Form 20-F TOTAL S.A.F-83


over a 24-hour period. The calculation of the range of potential changes in fair values takes into account a

F-80TOTAL S.A. Form 20-F 2014


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.

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:Shipping : value-at-risk with a 97.5% probability

 

As of

December 31, (M€)

  High   Low   Average   Year
end
 
As of December 31,
(M$)
  High   Low   Average   Year
end
 

2014

   12.9    3.3    7.7    5.1 

2013

   9.9     3.5     6.2     7.1     12.9    4.5    8.2    9.8 

2012

   13.0     3.8     7.4     5.5     16.1    4.9    9.5    7.2 

2011

   10.6     3.7     6.1     6.3  

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:trading : value-at-risk with a 97.5% probability

 

As of

December 31, (M€)

  High   Low   Average   Year
end
 
As of December 31,
(M$)
  High   Low   Average   Year
end
 

2014

   15.4    3.2    6.0    4.0 

2013

   9.0     2.0     4.0     5.0     11.4    3.0    5.8    6.2 

2012

   20.9     2.6     7.4     2.8     26.7    3.5    9.5    3.7 

2011

   21.0     12.7     16.0     17.6  

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.

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.

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.

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.

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.

Counterparty risk

The Group has established standards for market transactions under which bank counterparties must be approved in advance, based on an assessment of the counterparty’s financial soundness (multi-criteria analysis including a review of market prices and of the Credit Default Swap (CDS), its ratings with Standard & Poor’s and Moody’s, which must be of high quality, and its overall financial condition).

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 valuesvalue risk on its commitments, in particular for swaps set as part of bonds issuance, the Treasury Department also developed a system ofhas concluded margin call that is gradually implementedcontracts with significant counterparties.

 

 

F-842014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013F-81


Currency exposure

The Group seeks to minimize the currency exposure of each entity to its functional currency (primarily the euro,dollar, the dollar,euro, the pound sterling and the Norwegian krone).

For currency exposure generated by commercial activity, the hedging of revenues and costs in foreign currencies is typically performed using currency operations on the spot market and, in some cases, on the forward market. The Group rarely hedges future cash flows, although it may use options to do so.

With respect to currency exposure linked to non-current assets, booked in a currency other than the euro, the Group has a hedging policy of reducing the related currency exposure by financing these assets in the sametheir functional currency.

Net short-term currency exposure is periodically monitored against limits set by the Group’s senior management.

The non-current debt described in Note 20 to the Consolidated Financial Statements is generally raised by the corporate treasury entities either directly in dollars or in euros, or in other currencies which are then exchanged for dollars or euros through swapsswap issues to appropriately match general corporate needs. The proceeds from these debt issuances are loaned to affiliates whose accounts are kept in dollars or in euros. Thus, the net sensitivity of these positions to currency exposure is not significant.

The 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.

Short-term interest rate exposure and cash

Cash balances, which are primarily composed of euros and dollars, are managed according to the guidelines established by the Group’s senior management (maintain(to 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.

Interest rate risk on non-current debt

The Group’s policy consists of incurring non-current debt primarily at a floating rate, or, if the opportunity arises at the time of an issuance, at a fixed rate. Debt is incurred in dollars, or in euros according to general corporate needs. Long-term interest rate and currency swaps may be used to hedge bonds at their issuance in order to create a variable or fixed rate synthetic debt. In order to partially modify the interest rate structure of the long-term debt, TOTAL may also enter into long-term interest rate swaps.

 

 

2013F-82TOTAL S.A. Form 20-F TOTAL S.A.F-852014


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, 2014, 2013 2012, and 2011.2012.

 

         

Change in fair

value due to a change
in interest rate by

          Change in fair
value due to a change
in interest rate by
 
Assets / (Liabilities) (M€)  Carrying
amount
 

Estimated

fair value

 + 10 basis
points
 - 10 basis
points
 
Assets / (Liabilities) (M$)  Carrying
amount
 Estimated
fair value
 

+ 10 basis

points

 

- 10 basis

points

 

As of December 31, 2014

   

Bonds (non-current portion, before swaps)

   (43,088  (44,079  292   (286

Swaps hedging fixed-rates bonds (liabilities)

   (944  (944      

Swaps hedging fixed-rates bonds (assets)

   1,319   1,319       

Total swaps hedging fixed-rates bonds (assets and liabilities)

   375   375   (153  149 

Current portion of non-current debt after swap (excluding capital lease obligations)

   4,411   4,411   5   (4

Other interest rates swaps

   2   2   3   (3

Currency swaps and forward exchange contracts

   318   318        

As of December 31, 2013

      

Bonds (non-current portion, before swaps)

   (24,028  (24,629  39    (39   (33,138  (33,966  54   (54

Swaps hedging fixed-rates bonds (liabilities)

   (236  (236           (325  (325      

Swaps hedging fixed-rates bonds (assets)

   1,028    1,028             1,418   1,418       

Total swaps hedging fixed-rates bonds (assets and liabilities)

   792    792    (28  27     1,092   1,092   (39  37 

Current portion of non-current debt after swap (excluding capital lease obligations)

   3,784    3,784    4    (4   5,218   5,218   6   (6

Other interest rates swaps

   (1  (1  (1  1     (1  (1  (1  1 

Currency swaps and forward exchange contracts

   13    13             17   17       

As of December 31, 2012

      

Bonds (non-current portion, before swaps)

   (21,346  (21,545  97    (97   (28,163  (28,426  128   (128

Swaps hedging fixed-rates bonds (liabilities)

   (11  (11           (15  (15      

Swaps hedging fixed-rates bonds (assets)

   1,626    1,626             2,145   2,145       

Total swaps hedging fixed-rates bonds (assets and liabilities)

   1,615    1,615    (58  58     2,131   2,131   (76  76 

Current portion of non-current debt after swap (excluding capital lease obligations)

   4,251    4,251    4    (4   5,608   5,608   5   (5

Other interest rates swaps

           2    (2         3   (3

Currency swaps and forward exchange contracts

   (50  (50           (66  (66      

As of December 31, 2011

   

Bonds (non-current portion, before swaps)

   (21,402  (22,092  83    (83

Swaps hedging fixed-rates bonds (liabilities)

   (146  (146        

Swaps hedging fixed-rates bonds (assets)

   1,976    1,976          

Total swaps hedging fixed-rates bonds (assets and liabilities)

   1,830    1,830    (49  49  

Current portion of non-current debt after swap (excluding capital lease obligations)

   3,488    3,488    3    (3

Other interest rates swaps

   (1  (1  3    (3

Currency swaps and forward exchange contracts

   47    47          

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€)  2013 2012 2011 
For the year ended December 31, (M$)  2014 2013 2012 

Cost of net debt

   (606  (571  (440   (640  (804  (735

Interest rate translation of :

        

+ 10 basis points

   (11  (11  (10   (19  (15  (14

- 10 basis points

   11    11    10     19   15   14 

+ 100 basis points

   (113  (106  (103   (193  (150  (136

- 100 basis points

   113    106    103     193   150   136 

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 dollareuro and the ruble, and to a lesser extent, the pound sterling, and the Norwegian krone.

2014 Form 20-F TOTAL S.A.F-83


This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in consolidated shareholders’ equity which, inover the course of the last three fiscal years, is essentially related to the fluctuation of dollarthe euro, the ruble and the pound sterling and is set forth in the table below:

 

    Euro /Dollar
exchange rates
   Euro / Pound sterling
exchange rates
 

As of December 31, 2013

   1.38     0.83  

As of December 31, 2012

   1.32     0.82  

As of December 31, 2011

   1.29     0.84  

F-86TOTAL S.A. Form 20-F 2013


As of December 31, 2013 (M€)  Total  Euro   Dollar  Pound
sterling
  Other currencies and
equity affiliates
 

Shareholders’ equity at historical exchange rate

   77,014    46,984     23,599    4,289    2,142  

Currency translation adjustment before net investment hedge

   (4,385       (2,524  (931  (930

Net investment hedge — open instruments

                      

Shareholders’ equity at exchange rate as of December 31, 2013

   72,629    46,984     21,075    3,358    1,212  
      
As of December 31, 2012 (M€)  Total  Euro   Dollar  Pound
sterling
  Other currencies and
equity affiliates
 

Shareholders’ equity at historical exchange rate

   72,689    44,968     22,253    4,268    1,200  

Currency translation adjustment before net investment hedge

   (1,504       (782  (837  115  

Net investment hedge — open instruments

                      

Shareholders’ equity at exchange rate as of December 31, 2012

   71,185    44,968     21,471    3,431    1,315  
      
As of December 31, 2011 (M€)  Total  Euro   Dollar  Pound
sterling
  Other currencies and
equity affiliates
 

Shareholders’ equity at historical exchange rate

   67,949    40,763     21,554    4,464    1,168  

Currency translation adjustment before net investment hedge

   (978       120    (931  (167

Net investment hedge — open instruments

   (26       (25  (1    

Shareholders’ equity at exchange rate as of December 31, 2011

   66,945    40,763     21,649    3,532    1,001  

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 of6 million in 2013, a gain of26 million in 2012 and a gain of118 million in 2011).

    Dollar / Euro
exchange rates
   

Dollar / Pound

sterling
exchange rates

   Dollar / Ruble
exchange rates

December 31, 2014

     0.82      0.64    59.58   

December 31, 2013

     0.73      0.60    32.87   

December 31, 2012

     0.76      0.62    30.57   
       
As of December 31, 2014(M$) Total  Euro  Dollar  Pound
sterling
  Ruble  Other
currencies
 

Shareholders’ equity at historical exchange rate

  97,810   26,056   50,179   6,762   6,489   8,324 

Currency translation adjustment before net investment hedge

  (7,480  (2,290      (894  (3,215  (1,081

Net investment hedge — open instruments

                        

Shareholders’ equity at exchange rate as of December 31, 2014

  90,330   23,766   50,179   5,868   3,274   7,243 
       
As of December 31, 2013(M$) Total  Euro  Dollar  Pound
sterling
  Ruble  Other
currencies
 

Shareholders’ equity at historical exchange rate

  101,444   30,444   50,053   6,776   6,960   7,211 

Currency translation adjustment before net investment hedge

  (1,203  148       (543  (607  (201

Net investment hedge — open instruments

                        

Shareholders’ equity at exchange rate as of December 31, 2013

  100,241   30,592   50,053   6,233   6,353   7,010 
       
As of December 31, 2012(M$) Total  Euro  Dollar  Pound
sterling
  Ruble  Other
currencies
 

Shareholders’ equity at historical exchange rate

  95,665   32,299   41,821   6,673   6,147   8,725 

Currency translation adjustment before net investment hedge

  (1,696  (1,020      (688  (164  176 

Net investment hedge — open instruments

                        

Shareholders’ equity at exchange rate as of December 31, 2012

  93,969   31,279   41,821   5,985   5,983   8,901 

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.

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.

As of December 31, 2013,2014, these lines of credit amounted to $11,031$10,514 million, of which $11,031$10,514 million was unused. The agreements for the lines of credit granted to TOTAL S.A. do not contain conditions related to the Company’s financial ratios, to its financial ratings from specialized agencies, or to the occurrence of events that could have a material adverse effect on its financial position. As of December 31, 2013,2014, the aggregate amount of the principal confirmed lines of credit granted by international banks to Group companies, including TOTAL S.A., was $11,581$11,064 million, of which $11,421$10,764 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.

F-84TOTAL S.A. Form 20-F 2014


The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2014, 2013 2012 and 20112012 (see Note 20 to the Consolidated Financial Statements).

 

As of December 31, 2013 (M€)
Assets/(Liabilities)
 Less than
one year
  1-2 years  2-3 years  3-4 years  4-5 years  More than
5 years
  Total 

Non-current financial debt (notional value excluding interests)

      (3,370  (3,284  (3,015  (3,162  (11,210  (24,041

Current borrowings

  (8,116                      (8,116

Other current financial liabilities

  (276                      (276

Current financial assets

  536                        536  

Assets and liabilities available for sale or exchange

  130                        130  

Cash and cash equivalents

  14,647                        14,647  

Net amount before financial expense

  6,921    (3,370  (3,284  (3,015  (3,162  (11,210  (17,120

Financial expense on non-current financial debt

  (729  (661  (554  (508  (447  (1,294  (4,193

Interest differential on swaps

  350    284    100    (24  (80  (515  115  

Net amount

  6,542    (3,747  (3,738  (3,547  (3,689  (13,019  (21,198

2013 Form 20-F TOTAL S.A.F-87


 
As of December 31, 2012 (M€)
Assets/(Liabilities)
 Less than
one year
 1-2 years 2-3 years 3-4 years 4-5 years More than
5 years
 Total 

As of December 31, 2014 (M$)

Assets/(Liabilities)

 Less than
one year
 1-2 years 2-3 years 3-4 years 4-5 years More than
5 years
 Total 

Non-current financial debt (notional value excluding interests)

      (3,832  (3,465  (2,125  (3,126  (8,100  (20,648      (4,793  (4,547  (4,451  (4,765  (25,606  (44,162

Current borrowings

  (11,016                      (11,016  (10,942                      (10,942

Other current financial liabilities

  (176                      (176  (180                      (180

Current financial assets

  1,562                        1,562    1,293                       1,293 

Assets and liabilities available for sale or exchange

  (756                      (756  56                       56 

Cash and cash equivalents

  15,469                        15,469    25,181                       25,181 

Net amount before financial expense

  5,083    (3,832  (3,465  (2,125  (3,126  (8,100  (15,565  15,408   (4,793  (4,547  (4,451  (4,765  (25,606  (28,754

Financial expense on non-current financial debt

  (746  (625  (519  (405  (352  (1,078  (3,725  (901  (833  (783  (718  (624  (1,960  (5,819

Interest differential on swaps

  371    335    225    106    62    (37  1,062    369   167   (31  (127  (154  (790  (566

Net amount

  4,708    (4,122  (3,760  (2,424  (3,416  (9,215  (18,228  14,876   (5,459  (5,361  (5,296  (5,543  (28,356  (35,139
  
 
As of December 31, 2011 (M€)
Assets/(Liabilities)
 Less than
one year
 1-2 years 2-3 years 3-4 years 4-5 years More than
5 years
 Total 

As of December 31, 2013 (M$)

Assets/(Liabilities)

 Less than
one year
 1-2 years 2-3 years 3-4 years 4-5 years More than
5 years
 Total 

Non-current financial debt (notional value excluding interests)

      (4,492  (3,630  (3,614  (1,519  (7,326  (20,581      (4,647  (4,528  (4,159  (4,361  (15,461  (33,156

Current borrowings

  (9,675                      (9,675  (11,193                      (11,193

Other current financial liabilities

  (167                      (167  (381                      (381

Current financial assets

  700                        700    739                       739 

Assets and liabilities available for sale or exchange

  179                       179 

Cash and cash equivalents

  14,025                        14,025    20,200                       20,200 

Net amount before financial expense

  4,883    (4,492  (3,630  (3,614  (1,519  (7,326  (15,698  9,544   (4,647  (4,528  (4,159  (4,361  (15,461  (23,612

Financial expense on non-current financial debt

  (785  (691  (521  (417  (302  (1,075  (3,791  (1,005  (912  (764  (701  (616  (1,783  (5,781

Interest differential on swaps

  320    331    221    120    55    44    1,091    483   392   138   (33  (110  (710  160 

Net amount

  4,418    (4,852  (3,930  (3,911  (1,766  (8,357  (18,398  9,022   (5,167  (5,154  (4,893  (5,087  (17,954  (29,233
 
 

As of December 31, 2012 (M$)

Assets/(Liabilities)

 Less than
one year
 1-2 years 2-3 years 3-4 years 4-5 years More than
5 years
 Total 

Non-current financial debt (notional value excluding interests)

      (5,056  (4,572  (2,804  (4,124  (10,691  (27,247

Current borrowings

  (14,535                      (14,535

Other current financial liabilities

  (232                      (232

Current financial assets

  2,061                       2,061 

Assets and liabilities available for sale or exchange

  (997                      (997

Cash and cash equivalents

  20,409                       20,409 

Net amount before financial expense

  6,706   (5,056  (4,572  (2,804  (4,124  (10,691  (20,541

Financial expense on non-current financial debt

  (984  (824  (685  (534  (464  (1,423  (4,914

Interest differential on swaps

  490   443   297   140   82   (47  1,405 

Net amount

  6,212   (5,437  (4,960  (3,198  (4,506  (12,161  (24,050

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”).

 

2014 Form 20-F TOTAL S.A.F-85


The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2014, 2013 2012 and 20112012 (see Note 28 to the Consolidated Financial Statements).

 

As of December 31 (M€)

Assets/(Liabilities)

  2013  2012  2011 

Accounts payable

   (21,958  (21,648  (22,086

Other operating liabilities

   (5,941  (5,904  (5,441

    including financial instruments related to commodity contracts

   (615  (456  (548

Accounts receivable, net

   16,984    19,206    20,049  

Other operating receivables

   7,191    6,158    7,467  

    including financial instruments related to commodity contracts

   927    681    1,017  

Total

   (3,724  (2,188  (11

As of December 31, (M$)

Assets/(Liabilities)

  2014  2013  2012 

Accounts payable

   (24,150  (30,282  (28,563

Other operating liabilities

   (7,935  (8,191  (7,784

    including financial instruments related to commodity contracts

   (1,073  (848  (602

Accounts receivable, net

   15,704   23,422   25,339 

Other operating receivables

   10,792   9,917   8,126 

    including financial instruments related to commodity contracts

   2,502   1,278   899 

Total

   (5,589  (5,134  (2,882

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.

F-88TOTAL S.A. Form 20-F 2013


The following table presents the Group’s maximum credit risk exposure:

 

As of December 31, (M€)

Assets/(Liabilities)

 2013  2012  2011 

Loans to equity affiliates(note 12)

  2,577    2,360    2,246  

Loans and advances(note 14)

  2,592    2,207    2,055  

Hedging instruments of non-current financial debt(note 20)

  1,028    1,626    1,976  

Accounts receivable(note 16)

  16,984    19,206    20,049  

Other operating receivables(note 16)

  7,191    6,158    7,467  

Current financial assets(note 20)

  536    1,562    700  

Cash and cash equivalents(note 27)

  14,647    15,469    14,025  

Total

  45,555    48,588    48,518  

As of December 31, (M$)

Assets/(Liabilities)

 2014  2013  2012 

Loans to equity affiliates (note 12)

  4,626   3,554   3,114 

Loans and advances (note 14)

  3,326   3,575   2,912 

Hedging instruments of non-current financial debt (note 20)

  1,319   1,418   2,145 

Accounts receivable (note 16)

  15,704   23,422   25,339 

Other operating receivables (note 16)

  10,792   9,917   8,126 

Current financial assets (note 20)

  1,293   739   2,061 

Cash and cash equivalents (note 27)

  25,181   20,200   20,409 

Total

  62,241   62,825   64,106 

The valuation allowance on loans and advances and on accounts receivable and other operating receivables is detailed respectively in Notes 14 and 16 to the Consolidated Financial Statements.

As part of its credit risk management related to operating and financing activities, the Group has developed margin call contracts with certain counterparties. As of December 31, 2013,2014, the net amount received as part of these margin calls was801 $1,437 million (against1,635  $1,105

million as of December 31, 20122013 and1,682 $2,157 million as of December 31, 2011)2012).

The Group has established a number of programs for the sale of trade receivables, without recourse, with various banks, primarily to reduce its exposure to such receivables. As a result of these programs the Group retains no risk of payment default after the sale, but may continue to service the customer accounts as part of a service arrangement on behalf of the buyer and is required to pay to the buyer payments it receives from the customers relating to the receivables sold. As of December 31, 2014, the net value of receivables sold amounted to $3,036 million. No financial asset or liability remains recognized in the consolidated balance sheet after the date of sale.

Credit risk is managed by the Group’s business segments as follows:

 

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.

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.

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.

 

  

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 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,

F-86TOTAL S.A. Form 20-F 2014


credit limits are defined for each potential counterparty and, where appropriate, transactions are subject to specific authorizations.

Credit exposure, which is essentially an economic exposure or an expected future physical exposure, is permanently monitored and subject to sensitivity measures.

Credit risk is mitigated by the systematic use of industry standard contractual frameworks that permit netting, enable requiring added security in case of adverse change in the counterparty risk, and allow for termination of the contract upon occurrence of certain events of default.

 

 

Refining & Chemicals segment

 

  

Refining & Chemicals

Credit risk is primarily related to commercial receivables. Internal procedures of Refining & Chemicals include rules for the management of credit describing the fundamentals of internal control in this domain. 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:

 

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

 

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).

Counterparties are subject to credit assessment and approval prior to any transaction being concluded. Regular reviews are made for all active counterparties including a

2013 Form 20-F TOTAL S.A.F-89


re-appraisal and renewing of the granted credit limits. The limits of the counterparties are assessed based on quantitative and qualitative data regarding financial standing, together with the review of any relevant third party and market information, such as that provided by rating agencies and insurance companies.

 

  

Trading & Shipping

Trading & Shipping deals with commercial counterparties and financial institutions located throughout the world.

Counterparties to physical and derivative transactions are primarily entities involved in the oil and gas industry or in the trading of energy commodities, or financial institutions. Credit risk coverage is concluded with financial institutions, international banks and insurance groups selected in accordance with strict criteria.

The Trading & Shipping division has a strict policy of internal delegation of authority governing establishment of country and counterparty credit limits and approval of specific transactions. Credit exposures contracted under these limits and approvals are monitored on a daily basis.

Potential counterparties are subject to credit assessment and approval prior to any transaction being concluded and all active counterparties are subject to regular reviews, including re-appraisal and approval of granted limits. The creditworthiness of counterparties is assessed based on an analysis of quantitative and qualitative data regarding financial standing and business risks, together with the review of any relevant third party and market information, such as ratings published by Standard & Poor’s, Moody’s Investors Service and other agencies.

Contractual arrangements are structured so as to maximize the risk mitigation benefits of netting between transactions wherever possible and additional protective terms providing for the provision of security in the event of financial deterioration and the termination of transactions on the occurrence of defined default events are used to the greatest permitted extent.

Credit risks in excess of approved levels are secured by means of letters of credit and other guarantees, cash deposits and insurance arrangements. In respect of derivative transactions, risks are secured by margin call contracts wherever possible.

 

 

Marketing & Services segment

Internal procedures for the Marketing & Services 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.).

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.

2014 Form 20-F TOTAL S.A.F-87


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.

32)Other risks and contingent liabilities

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.

ANTITRUST INVESTIGATIONSAntitrust investigations

The principal antitrust proceedings in which the Group’s companies are involved are described thereafter.below.

 

 

Refining & Chemicals segment

As part of the spin-off of Arkema1(1) in 2006, TOTAL S.A. and certain other Group companies agreed to grant Arkema for a period of ten years a guarantee for potential monetary consequences related to antitrust proceedings arising from events prior to the spin-off.

As of December 31, 2013, all public and civil proceedings covered by the guarantee were definitively resolved in Europe and in the United States. Despite the fact that Arkema has implemented since 2001 compliance procedures that are designed to prevent its employees from violating antitrust provisions, 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.

 

 

Marketing & Services segment

The administrative procedure opened by the European Commission against TOTAL Nederland N.V and TOTAL S.A., as parent company, in relation to practices regarding a product line of

F-90TOTAL S.A. Form 20-F 2013

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.


the Marketing & Services segment, resulted in a condemnation in 2006 that became definitive in 2012. The resulting fine (20.25 million) and interest thereon were paid during the first quarter of 2013.

 

  

Following the appeal lodged by the Group’s companies against the European Commission’s 2008 decision fining Total Marketing Services an amount of128.2 million in relation to practices regarding a product line of the Marketing & Services segment, which the company had already paid, and concerning which TOTAL S.A. was declared jointly liable as the parent company, the relevant European court decided during the third quarter of 2013 to reduce the fine imposed on Total Marketing Services to125.5 million without modifying the liability of TOTAL S.A. as parent company. Appeals have been lodged against this judgment.

 

  

In the United Kingdom,Netherlands, a settlement took place in the third quarter of 2013 putting an end to the civil proceeding was initiated against TOTAL S.A., Total Marketing Services and other companies by third parties alleging

damages in connection with practices already sanctioned by the European Commission. A similar civil proceeding is pending in the Netherlands. At this stage, the plaintiffs have still not communicated the amount of their claim.

 

  

Finally, in Italy, in 2013, a civil proceeding was initiated against TOTAL S.A. and its subsidiary Total Aviazione Italia Srl before the competent Italian civil court. The plaintiff claims against TOTAL S.A., its subsidiary and other third parties, damages that it estimates to be nearly908 million. This procedure follows practices that had been sanctioned by the Italian competition authority in 2006. The procedure has not evolved, the existence and the assessment of the alleged damages in this procedure involving multiple defendants areremain strongly contested.

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.

GRANDE PAROISSEGrande 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.

This plant has been closed and individual assistance packages have been provided for employees. The site has been rehabilitated.

On December 14, 2006, Grande Paroisse signed, under the supervision of the city of Toulouse, a deed whereby it donated the former site of the AZF plant to the greater agglomeration of Toulouse (CAGT) and theCaisse des dépôts et consignations and its subsidiary ICADE. Under this deed, TOTAL S.A. guaranteed the site remediation obligations of Grande Paroisse and granted a10 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.

F-88TOTAL S.A. Form 20-F 2014

(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.


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.

On July 9, 2007, the investigating magistrate brought charges against Grande Paroisse and the former Plant Manager before the Toulouse Criminal Court. In late 2008, TOTAL S.A. and Mr. Thierry Desmarest, Chairman and CEO at the time of the event, 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 were inadmissible.

2013 Form 20-F TOTAL S.A.F-91


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.

The Prosecutor’s office, together with certain third parties, appealed the Toulouse Criminal Court verdict. In order to preserve its rights, Grande Paroisse lodged a cross-appeal with respect to civil charges.

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 thecourt-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.

On January 13, 2015, the French Supreme Court (Cour de cassation) fully quashed the decision of September 24, 2012. The impugned decision is set aside and the parties find themselves in the position they were in before the decision was rendered. The case is referred back to the Court of Appeal of Paris for a new criminal trial. The trial date has not yet been set.

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. A12.710.3 million reserve remains booked in the Group’s consolidated financial statements as of December 31, 2013.2014.

BLUE RAPID AND THE RUSSIAN OLYMPIC COMMITTEEBlue Rapid and the Russian Olympic CommitteeRUSSIAN REGIONS AND INTERNEFTRussian 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 was liquidated in 2005, claiming alleged damages of U.S.$22.4$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.

IRAN

2014 Form 20-F TOTAL S.A.F-89


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.

The inquiry concerned an agreement concluded by the Company with consultants concerning gas fields in Iran and aimed at verifying 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.

In late May 2013, and after several years of discussions, TOTAL reached settlements with the U.S. authorities (a Deferred Prosecution Agreement with the DoJ and a Cease and Desist Order with the SEC). These settlements, which put an end to these investigations, were concluded without admission of guilt and in exchange for TOTAL respecting a number of obligations, including the payment of a fine ($245.2 million) and civil compensation ($153 million) that occurred during the second quarter of 2013. The reserve of $398.2 million that was booked in the financial statements as of June 30, 2012, has been fully released. By virtue of these settlements, TOTAL also accepted to appointthe appointment of a French independent compliance monitor to review the Group’s compliance program and to recommend possible improvements.

With respect to the same facts, TOTAL and its late Chairman and Chief Executive Officer, who was President of the Middle East division at the time of the facts, were placed under formal investigation in France following a judicial inquiry initiated in 2006. In late May 2013, the Prosecutor’s office recommended that the case be sent to trial. TheThis position was reiterated by the Prosecutor’s office in June 2014. By order notified in October 2014, the investigating magistrate has not yet issued his decision.decided to refer the case to trial.

F-92TOTAL S.A. Form 20-F 2013


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 for its future planned operations.

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. In April 2013, the SEC notified TOTAL of the closure of the investigation while stating that it does not intend to take further action as far as TOTAL is concerned.

OIL-FOR-FOOD PROGRAMOil-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 Employeesemployees 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 late Chairman and Chief Executive Officer, formerly President of the Group’s Exploration & Production division, not be pursued.

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.

In October 2010, the Prosecutor’s office recommended to the investigating magistrate that the case against TOTAL S.A., the Group’s former employees and TOTAL’s late 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. On July 8, 2013, TOTAL S.A., the Group’s former employees and TOTAL’s late Chairman and Chief Executive Officer were cleared of all charges by the Criminal Court, which found that none of the offenses for which they had been prosecuted were established. On

July 18, 2013, the Prosecutor’s office appealed the parts of the Criminal Court’s decision acquitting TOTAL S.A. and certain of the Group’s former employees. TOTAL’s late Chairman and Chief Executive Officer’s acquittal issued on July 8, 2013 iswas irrevocable since the Prosecutor’s office did not appeal this part of the Criminal Court’s decision.

ITALY The appeal hearing is expected to start in October 2015.

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 subjectsubjects 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 criminal investigation was closed in the first half of 2010.

In May 2012, the Judge of the preliminary hearing decided to dismiss the charges against some of the Group’s employees and to refer the case for trial for a reduced number of charges. The trial started onin 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.

RIVUNIONRivunion

On July 9, 2012, the Swiss Tribunal Fédéral (Switzerland’s Supreme Court) rendered a decision against Rivunion, a

F-90TOTAL S.A. Form 20-F 2014


wholly-owned subsidiary of Elf Aquitaine, confirming a tax reassessment in the amount of CHF 171 million (excluding interest for late payment). According to the Tribunal, Rivunion was held liable as tax collector offor withholding taxes owed by the beneficiaries of taxable services. Rivunion, in liquidation since March 12,13, 2002 and unable to recover the amounts corresponding to the withholding taxes in order to meet its fiscal obligations, has been subject to insolvency proceedings since November 1, 2012. On August 29, 2013, the Swiss federal tax administration lodged a claim as part of the insolvency

2013 Form 20-F TOTAL S.A.F-93


proceedings of Rivunion, for an amount of CHF 284 million, including CHF 171 million of principal as well as interest for late payment.

Total Gabon

On February 14, 2014, Total Gabon received a taxre-assessment notice from theMinistère de l’Économie et de la Prospective of the Gabonese Republic accompanied by a partial tax collection notice, following the tax audit of Total Gabon in relation to the years 2008 to 2010. The partial tax collection procedure was suspended on March 5, 2014 further to the action that Total Gabon engaged before the Tax Administration.

Discussions with the Gabonese authorities led to the termination in early November 2014 of the tax assessment procedure to which Total Gabon was subject. Net income for Total Gabon as of September 30, 2014 includes the impact of the closing of this procedure, following which Total Gabon obtained a tax clearance for the relevant period, extended to and including the years 2011 to 2013.

Kashagan

In Kazakhstan, the start-up of production of the Kashagan field, in which TOTAL holds an interest of 16.81%, occurred on September 11, 2013. Following the detection of a gas leak from the export pipeline, production was stopped on September 24, 2013. Production was resumed but then stopped again shortly thereafter following the detection of another leak. Pressure tests were performed in a fully controlled environment revealing some other potential leaks/cracks. The production of the field was stopped and a thorough investigation was launched.

After the identification of a significant number of anomalies in the oil and gas export lines, it was decided to replace both pipelines. The remedial work will be conducted according to best international oil and gas field practices and strict HSE requirements in order to address, mitigate and remedy all problems prior to the restart of production.

On December 13, 2014, the Republic of Kazakhstan and the co-venturers of the consortium settled the disputes

raised over the last several years concerning a number of operational, financial and environmental matters. This settlement agreement definitively closed these proceedings without a significant impact on the Group’s financial situation or consolidated results.

Russia

Since July 2014, members of the international community have adopted economic sanctions against certain Russian persons and entities, including various entities operating in the financial, energy and defense sectors, in response to the situation in Ukraine.

Among other things, the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) has adopted economic sanctions targeting OAO Novatek, a Russian company listed on the Moscow Interbank Currency Exchange and the London Stock Exchange in which the Group held an 18.24% interest as of December 31, 2014 through its subsidiary TOTAL E&P Holdings Russia, and entities in which OAO Novatek (individually or with other similarly targeted persons or entities collectively) owns an interest of at least 50%. The OFAC sanctions applicable to OAO Novatek prohibit U.S. persons from transacting in, providing financing for or otherwise dealing in debt issued after July 16, 2014 of greater than 90 days maturity, including OAO Yamal LNG, which is jointly-owned by OAO Novatek (60%), TOTAL E&P Yamal (20%) and CNODC (20%), a subsidiary of CNPC. Consequently, the use of the U.S. dollar for such financing is effectively prohibited.

In order to comply with these sanctions, the financing plan for the Yamal LNG project is being reviewed, and the project’s partners are engaged in efforts to develop an alternate financing plan in line with the applicable regulations.

TOTAL continues to closely monitor the different international economic sanctions with respect to its activities in Russia. Within this framework, the Group is filing the requests for prior authorizations required by EU restrictive measures concerning technical assistance, brokering services, financing and financial assistance related to certain technologies. The Treasury Department of the French Ministry of Finance, the competent authority on the subject, issued authorizations especially for the projects of Yamal LNG, Kharyaga and Termokarstovoye. The United States has also imposed export controls and restrictions on the export of goods, services, and technologies for use in certain Russian energy projects that may affect TOTAL’s activities in Russia.

Since July 18, 2014, the Group has not acquired any additional shares of OAO Novatek.

2014 Form 20-F TOTAL S.A.F-91


Djibouti

Following the confirmation of their conviction by a final judgment of the facts regarding pollution that occurred in the port of Djibouti in 1997, Total Djibouti SA and Total Marketing Djibouti SA each received in September 2014 an order to pay53.8 million to the Republic of Djibouti. The amounts were contested by the two companies which, unable to deal with the liability, in accordance with local law, filed declarations of insolvency with the court on October 7, 2014. With respect to Total Djibouti SA, the insolvency proceeding comprised a recovery plan.

Following a judgment delivered on November 18, 2014, the recovery plan proposed by Total Djibouti SA was rejected and the two companies were put into liquidation.

Total Djibouti SA, a subsidiary indirectly 100% owned of TOTAL S.A., fully holds the capital of Total Marketing Djibouti SA.

33)OTHER INFORMATIONOther information

Research and development costs incurred by the Group in 20132014 amounted to949 $1,353 million (805($1,260 million in 20122013 and776 $1,034 million in 2011)2012), corresponding to 0.5%0.57% of the sales.

The staff dedicated in 20132014 to these research and development activities are estimated at 4,6844,840 people (4,110(4,684 in 20122013 and 3,9464,110 in 2011)2012).

 

34) CHANGES IN PROGRESS IN THE GROUP STRUCTUREChanges in progress in the Group structure

 

Upstream

 

  

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). This transaction remains subjectOn July 17, 2014, Sinopec informed the Group of its decision to the

approval bynot complete the relevant authorities.transaction. The Group is actively pursuing its divestment process. At December 31, 20132014 the assets and liabilities have been respectively retainedclassified in the consolidated balance sheet in “Assets“assets classified as held for sale” for an amount of1,833 $2,401 million and “Liabilities“liabilities directly associated with the assets classified as held for sale” for an amount of590 $831 million. The assets concerned mainly include tangible assets for an amount of1,468 $2,175 million.

 

  

TOTAL has put upsigned in July 2014 an agreement with Exxaro Resources Ltd for the sale of its interest100% stake in block 15/06Total Coal South Africa, its coal-producing affiliate in Angola.South Africa. Completion of

the sale is subject to approval by the relevant authorities. At December 31, 20132014 the assets and liabilities have been respectively classified in the consolidated balance sheet in “Assets“assets classified as held for sale” for an amount of526 $469 million and “Liabilities“liabilities directly associated with the assets classified as held for sale” for an amount of36 $58 million. The assets concerned mainly include tangible assets for an amount of456 $398 million. In

Marketing & Services

TOTAL announced in July 2014 that it had entered into exclusive negotiations with UGI Corporation, the parent company of Antargaz, having received a firm offer from the U.S. company to acquire 100% of the outstanding shares of Totalgaz, the Group’s liquefied petroleum gas (LPG) distributor in France. At December 31, 2014 the assets and liabilities have been respectively classified in the consolidated balance sheet in “assets classified as held for sale” for an amount of $367 million and “liabilities directly associated with the assets classified as held for sale” for an amount of $265 million. The assets and liabilities concerned mainly include tangible assets for an amount of $158 million, trade receivables for an amount of $126 million, deposits and guarantees received for an amount of $120 million and accounts payable for an amount of $85 million.

Refining & Chemicals

TOTAL announced in September 2014 that it had received an offer from the French group Arkema, one of the worlds major players in specialty chemicals, to acquire its subsidiary Bostik, a global company specializing in chemical adhesives. At December 31, 2014 the assets and liabilities have been respectively classified in the consolidated balance sheet in “assets classified as held for sale” for an amount of $1,664 million and “liabilities directly associated with the assets classified as held for sale” for an amount of $606 million. The assets and liabilities concerned mainly include intangible assets for an amount of $561, tangible assets for an amount of $356 million, trade receivables for an amount of $346 million, inventories for an amount of $220 million, provisions for employee benefits for an amount of $188 million and accounts payable for an amount of $193 million. The sale has been finalized on February 2014, TOTAL signed an agreement to sell to Sonangol E&P its interest in block 15/06. This transaction remains subject to the approval by the relevant authorities.2, 2015.

 

 

35)
F-92 CONSOLIDATION SCOPETOTAL S.A. Form 20-F 2014


35) Consolidation scope

As of December 31, 2013, 8982014, 903 entities are consolidated of which 809818 are fully consolidated and 8985 are accounted for under equity method (E).

The table below sets forth the main GroupGroup’s consolidated entities:

 

Business segment Statutory corporate name % Group
interest
  Method Country of incorporation Country of operations

UPSTREAMUpstream

ABU DHABI GAS INDUSTRIES LIMITED15.00EUNITED ARAB EMIRATESUNITED ARAB EMIRATES
 ABU DHABI GAS LIQUEFACTION COMPANY LTD  5.00 E UNITED ARAB EMIRATES UNITED ARAB EMIRATES
 ABU DHABI MARINE AREAS LIMITED33.33EUNITED KINGDOMUNITED ARAB EMIRATES
ABU DHABI PETROLEUM COMPANY LIMITED23.75EUNITED KINGDOMUNITED ARAB EMIRATES
ANGOLA BLOCK 14 B.V.  50.01  THE NETHERLANDS ANGOLA
 ANGOLA LNG LIMITED  13.60 E BERMUDA ANGOLA
 ANGOLA LNG SUPPLY SERVICES LLC13.60EUNITED STATESUNITED STATES
BONNY GAS TRANSPORT LIMITED15.00EBERMUDANIGERIA
BRASS HOLDINGS COMPANY LIMITEDS.A.R.L.  100.00  LUXEMBOURG LUXEMBOURG
 BRASS LNG LTD  17.0020.48 E NIGERIA NIGERIA
CDF ENERGIE100.00FRANCEFRANCE
CEPSA GAS COMERCIALIZADORA S.A.35.00ESPAINSPAIN
DEER CREEK PIPELINES LIMITED75.00CANADACANADA
 DOLPHIN ENERGY LIMITED  24.50 E UNITED ARAB EMIRATES UNITED ARAB EMIRATES
DORSTFONTEIN COAL MINES (PROPRIETARY) LIMITED74.00SOUTH AFRICASOUTH AFRICA
 E. F. OIL AND GAS LIMITED  100.00  UNITED KINGDOM UNITED KINGDOM
 EASTERN POWER AND ELECTRIC COMPANY LIMITED28.00ETHAILANDTHAILAND
ELF EXPLORATION PRODUCTION  100.00  FRANCE FRANCE
 ELF EXPLORATION UK LIMITED100.00UNITED KINGDOMUNITED KINGDOM
ELF HYDROCARBONS LIMITED  100.00  UNITED KINGDOM UNITED KINGDOM
 ELF PETROLEUM IRAN  100.00  FRANCE IRAN
 ELF PETROLEUM UK LIMITED  100.00  UNITED KINGDOM UNITED KINGDOM
 GAZ TRANSPORT & TECHNIGAZ SASELOFF MINING COMPANY (PROPRIETARY) LTD  30.0051.01SOUTH AFRICASOUTH AFRICA
FINA EXPLORATION LIMITED100.00UNITED KINGDOMUNITED KINGDOM
FINA PETROLEUM DEVELOPMENT LIMITED100.00UNITED KINGDOMUNITED KINGDOM
FINOSCA100.00COLOMBIACOLOMBIA
FORZANDO COAL MINES (PROPRIETARY) LIMITED86.74SOUTH AFRICASOUTH AFRICA
FOSMAX LNG27.50 E FRANCE FRANCE
GAS DEL LITORAL SRLCV25.00EMEXICOMEXICO
GAS INVESTMENT AND SERVICES COMPANY LTD10.00EUNITED KINGDOMOMAN
GEOMETHANE28.04EFRANCEFRANCE
GEOSUD56.08EFRANCEFRANCE
GULF TOTAL TRACTEBEL POWER COMPANY PSJC20.00EUNITED ARAB EMIRATESUNITED ARAB EMIRATES
HAZIRA LNG PRIVATE LIMITED26.00EINDIAINDIA
HAZIRA PORT PRIVATE LIMITED26.00EINDIAINDIA
 ICHTHYS LNG PTY LTD  30.00 E AUSTRALIA AUSTRALIA
 ITHEMBA FARM PROPRIETARY LTD100.00SOUTH AFRICASOUTH AFRICA
MABRUK OIL OPERATIONS100.00FRANCESTATE OF LIBYA
MANYEKA COAL MINES (PROPRIETARY) LIMITED100.00SOUTH AFRICASOUTH AFRICA
MASINKETA COAL MINES PROPRIETARY LIMITED74.00SOUTH AFRICASOUTH AFRICA
MMAKAU COAL (PROPRIETARY) LIMITED49.00ESOUTH AFRICASOUTH AFRICA
MOATTAMA GAS TRANSPORTATION COMPANY LIMITED31.24EBERMUDAMYANMAR
NATIONAL GAS SHIPPING COMPANY LTD5.00EUNITED ARAB EMIRATESUNITED ARAB EMIRATES
NEWCASTLE COAL MINES (PROPRIETARY) LIMITED100.00SOUTH AFRICASOUTH AFRICA
NIGERIA LNG LTD  15.00 E NIGERIA NIGERIA
 NOVATEKNORPIPE OIL A/S  16.9634.93 E RUSSIANORWAY RUSSIANORWAY
NORPIPE PETROLEUM UK LTD32.87EUNITED KINGDOMNORWAY
NORSEA PIPELINE LIMITED32.87EUNITED KINGDOMNORWAY
NOVATEK18.24ERUSSIAN FEDERATIONRUSSIAN FEDERATION
 OMAN LNG LLC  5.54 E OMAN OMAN
 PETROCEDEÑOPARS LNG LIMITED40.00EBERMUDAIRAN
PETROCEDENO  30.32 E VENEZUELA VENEZUELA
PRIVATE OIL HOLDINGS OMAN LTD10.00EUNITED KINGDOMOMAN

2014 Form 20-F TOTAL S.A.F-93


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
 QATAR LIQUEFIED GAS COMPANY LIMITED (II) TRAIN B  16.70 E QATAR QATAR
 QATARGAS LIQUEFIED GAS COMPANY LIMITED  10.00 E QATAR QATAR
 RUWAIS FERTILIZER INDUSTRIES LIMITED33.33EUNITED ARAB EMIRATESUNITED ARAB EMIRATES
SHTOKMAN DEVELOPMENT AG  25.00 E SWITZERLAND RUSSIARUSSIAN FEDERATION
SOUTH ASIA LPG PRIVATE LIMITED50.00EINDIAINDIA
SOUTH HOOK CHP8.35EUNITED KINGDOMUNITED KINGDOM
SOUTH HOOK LNG TERMINAL COMPANY LTD8.35EUNITED KINGDOMUNITED KINGDOM
TERNEFTEGAS LLC58.30ERUSSIAN FEDERATIONRUSSIAN FEDERATION
 TOTAL (BTC) SARLB.V.  100.00  LUXEMBOURGNETHERLANDS LUXEMBOURGNETHERLANDS
TOTAL ABU AL BU KHOOSH100.00FRANCEUNITED ARAB EMIRATES
 TOTAL AUSTRAL  100.00  FRANCE ARGENTINA
 TOTAL COAL SOUTH AFRICA (PTY) LTD  100.00  SOUTH AFRICA SOUTH AFRICA
 TOTAL COLOMBIA PIPELINE  100.00  FRANCE COLOMBIA
 TOTAL DOLPHIN MIDSTREAM LIMITED  100.00  BERMUDA BERMUDA
 TOTAL E&P ABSHERON BVB.V.  100.00  THE NETHERLANDS AZERBAIJAN
 TOTAL E&P ALGERIE  100.00  FRANCE ALGERIA
TOTAL E&P AMBORIP VI100.00FRANCEINDONESIA
 TOTAL E&P ANGOLA  100.00  FRANCE ANGOLA

F-94TOTAL S.A. Form 20-F 2013


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
 TOTAL E&P ANGOLA BLOCK 15/06 LIMITED  100.00  BERMUDA ANGOLA
 TOTAL E&P ANGOLA BLOCK 17/0617.06  100.00  FRANCE ANGOLA
 TOTAL E&P ANGOLA BLOCK 25  100.00  FRANCEANGOLA
TOTAL E&P ANGOLA BLOCK 31 LIMITED100.00BAHAMAS ANGOLA
 TOTAL E&P ANGOLA BLOCK 32  100.00  FRANCE ANGOLA
 TOTAL E&P ANGOLA BLOCK 33  100.00  FRANCE ANGOLA
 TOTAL E&P ANGOLA BLOCK 39  100.00  FRANCE ANGOLA
 TOTAL E&P ANGOLA BLOCK 40  100.00  FRANCE ANGOLA
 TOTAL E&P ARCTIC RUSSIAARAFURA SEA  100.00  FRANCE FRANCEINDONESIA
TOTAL E&P ARUBA B.V.100.00NETHERLANDSARUBA
 TOTAL E&P AUSTRALIA  100.00  FRANCE AUSTRALIA
 TOTAL E&P AUSTRALIA II  100.00  FRANCE AUSTRALIA
 TOTAL E&P AUSTRALIA III  100.00  FRANCE AUSTRALIA
 TOTAL E&P AZERBAIJAN BVB.V.  100.00  THE NETHERLANDS AZERBAIJAN
 TOTAL E&P BOLIVIE  100.00  FRANCE BOLIVIA
 TOTAL E&P BORNEO BVB.V.  100.00  THE NETHERLANDS BRUNEI
 TOTAL E&P BULGARIA B.V.  100.00  THE NETHERLANDS BULGARIA
TOTAL E&P CAMBODGE100.00FRANCECAMBODIA
 TOTAL E&P CANADA LTD  100.00  CANADA CANADA
 TOTAL E&P CHINE  100.00  FRANCE CHINA
 TOTAL E&P COLOMBIE  100.00  FRANCE COLOMBIA
 TOTAL E&P CONGO  85.00  CONGO CONGO
 TOTAL E&P COTE D’IVOIRE100.00FRANCEIVORY COAST
TOTAL E&P COTE D’IVOIRE CI-514100.00FRANCEIVORY COAST
TOTAL E&P COTE D’IVOIRE CI-515100.00FRANCEIVORY COAST
TOTAL E&P COTE D’IVOIRE CI-516100.00FRANCEIVORY COAST
TOTAL E&P CYPRUS B.V.  100.00  THE NETHERLANDS CYPRUS
TOTAL E&P DEEP OFFSHORE BORNEO B.V.100.00NETHERLANDSBRUNEI
TOTAL E&P DENMARK B.V.100.00NETHERLANDSDENMARK
 TOTAL E&P DO BRASIL LTDA  100.00  BRAZIL BRAZIL
 TOTAL E&P DOLPHIN UPSTREAM LIMITED  100.00  BERMUDA QATAR
 TOTAL E&P EAST EL BURULLUS OFFSHORE B.V.100.00NETHERLANDSEGYPT
TOTAL E&P EGYPT BLOCK 2 B.V.100.00NETHERLANDSEGYPT
TOTAL E&P EGYPTE100.00FRANCEEGYPT
TOTAL E&P FRANCE  100.00  FRANCE FRANCE
 TOTAL E&P GOLFE HOLDINGS LIMITEDLTD  100.00  BERMUDA BERMUDA
 TOTAL E&P GOLFE LIMITED  100.00  UNITED ARAB EMIRATES QATAR
 TOTAL E&P GUYANE FRANCAISE  100.00  FRANCE FRANCE
 TOTAL E&P HOLDING ICHTHYS100.00FRANCEFRANCE
TOTAL E&P HOLDINGS AUSTRALIA PTY100.00AUSTRALIAAUSTRALIA
TOTAL E&P HOLDINGS RUSSIA100.00FRANCEFRANCE
TOTAL E&P HYDROCARBONS YEMEN B.V.100.00NETHERLANDSYEMEN
TOTAL E&P ICHTHYS  100.00  FRANCE AUSTRALIA
 TOTAL E&P ICHTHYS B.V.  100.00  THE NETHERLANDS AUSTRALIA
TOTAL E&P INDONESIA GMB KUTAI II100.00FRANCEINDONESIA
TOTAL E&P INDONESIA MENTAWAI B.V.100.00NETHERLANDSINDONESIA
TOTAL E&P INDONESIA SOUTH MANDAR100.00FRANCEINDONESIA
TOTAL E&P INDONESIA TELEN B.V.100.00NETHERLANDSINDONESIA

F-94TOTAL S.A. Form 20-F 2014


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
 TOTAL E&P INDONESIA WEST PAPUA  100.00  FRANCE INDONESIA
 TOTAL E&P INDONESIE  100.00  FRANCE INDONESIA
TOTAL E&P IRAN100.00FRANCEIRAN
 TOTAL E&P IRAQ  100.00  FRANCE IRAQ
 TOTAL E&P ITALIA  100.00  ITALY ITALY
 TOTAL E&P KAZAKHSTAN  100.00  FRANCE KAZAKHSTAN
 TOTAL E&P KENYA B.V.  100.00  THE NETHERLANDS KENYA
 TOTAL E&P KURDISTAN REGION OF IRAQ (HARIR) B.V.  100.00  THE NETHERLANDS IRAQ
 TOTAL E&P KURDISTAN REGION OF IRAQ (SAFEN) B.V.  100.00  THE NETHERLANDS IRAQ
TOTAL E&P KURDISTAN REGION OF IRAQ (TAZA) B.V.100.00NETHERLANDSIRAQ
TOTAL E&P KURDISTAN REGION OF IRAQ B.V.100.00NETHERLANDSIRAQ
TOTAL E&P KUTAI TIMUR100.00FRANCEINDONESIA
 TOTAL E&P LIBYE  100.00  FRANCE STATE OF LIBYA
TOTAL E&P LUBLIN B.V.100.00NETHERLANDSPOLAND
 TOTAL E&P MADAGASCAR  100.00  FRANCE MADAGASCAR
 TOTAL E&P MALAYSIA  100.00  FRANCE MALAYSIA
 TOTAL E&P MAROC  100.00  FRANCE MOROCCO
 TOTAL E&P MAURITANIA BLOCK C9 B.V.100.00NETHERLANDSMAURITANIA
TOTAL E&P MAURITANIE  100.00  FRANCE MAURITANIA
 TOTAL E&P MAURITANIE BLOCK TA29 B.V.  100.00  THE NETHERLANDS MAURITANIA
TOTAL E&P MONTELIMAR100.00FRANCEFRANCE
 TOTAL E&P MOZAMBIQUE B.V.  100.00  THE NETHERLANDS MOZAMBIQUE
 TOTAL E&P MYANMAR  100.00  FRANCE MYANMAR
 TOTAL E&P NEDERLAND BVB.V.  100.00  THE NETHERLANDS THE NETHERLANDS
TOTAL E&P NEW VENTURES INC100.00UNITED STATESUNITED STATES
TOTAL E&P NIGERIA DEEPWATER A LIMITED100.00NIGERIANIGERIA
TOTAL E&P NIGERIA DEEPWATER B LIMITED100.00NIGERIANIGERIA
TOTAL E&P NIGERIA DEEPWATER C LIMITED100.00NIGERIANIGERIA
 TOTAL E&P NIGERIA DEEPWATER D LIMITED  100.00  NIGERIA NIGERIA
 TOTAL E&P NIGERIA DEEPWATER E LIMITED100.00NIGERIANIGERIA
TOTAL E&P NIGERIA DEEPWATER F LIMITED100.00NIGERIANIGERIA
TOTAL E&P NIGERIA DEEPWATER G LIMITED100.00NIGERIANIGERIA
TOTAL E&P NIGERIA DEEPWATER H LIMITED  100.00  NIGERIA NIGERIA
 TOTAL E&P NIGERIA LTD  100.00  NIGERIA NIGERIA
 TOTAL E&P NORGE AS  100.00  NORWAY NORWAY
 TOTAL E&P NURMUNAI100.00FRANCEKAZAKHSTAN
TOTAL E&P OMAN  100.00  FRANCE OMAN
TOTAL E&P OMAN PETROLEUM B.V.100.00NETHERLANDSOMAN
TOTAL E&P PHILIPPINES B.V.100.00NETHERLANDSPHILIPPINES
TOTAL E&P PNG 1 B.V.100.00NETHERLANDSPAPUA NEW GUINEA
TOTAL E&P PNG 2 B.V.100.00NETHERLANDSPAPUA NEW GUINEA
TOTAL E&P PNG 3 B.V.100.00NETHERLANDSPAPUA NEW GUINEA
TOTAL E&P PNG 4 B.V.100.00NETHERLANDSPAPUA NEW GUINEA
TOTAL E&P PNG 5 B.V.100.00NETHERLANDSPAPUA NEW GUINEA
TOTAL E&P PNG LIMITED100.00PAPUA NEW GUINEAPAPUA NEW GUINEA
TOTAL E&P POLAND B.V.100.00NETHERLANDSPOLAND
 TOTAL E&P QATAR  100.00  FRANCE QATAR
 TOTAL E&P RDC100.00DEMOCRATIC REPUBLIC OF CONGODEMOCRATIC REPUBLIC OF CONGO
TOTAL E&P RESEARCH & TECHNOLOGY USA LLC100.00UNITED STATESUNITED STATES
TOTAL E&P RUSSIE  100.00  FRANCE RUSSIARUSSIAN FEDERATION
 TOTAL E&P SOUTH AFRICA BVSADANG  100.00  THE FRANCEINDONESIA
TOTAL E&P SAGERI100.00FRANCEINDONESIA
TOTAL E&P SEBUKU100.00FRANCEINDONESIA
TOTAL E&P SHTOKMAN100.00FRANCERUSSIAN FEDERATION
TOTAL E&P SOUTH AFRICA B.V.100.00NETHERLANDS SOUTH AFRICA
 TOTAL E&P SOUTH EAST MAHAKAM  100.00  FRANCE INDONESIA
 TOTAL E&P SOUTH SAGERI100.00FRANCEINDONESIA
TOTAL E&P SOUTH SUDAN100.00FRANCEREPUBLIC OF SOUTH SUDAN
TOTAL E&P SYRIE  100.00  FRANCE SYRIASYRIAN ARAB REPUBLIC
 TOTAL E&P THAILAND100.00FRANCETHAILAND
TOTAL E&P UGANDA BV100.00THE NETHERLANDSUGANDA
TOTAL E&P UK LIMITED100.00UNITED KINGDOMUNITED KINGDOM
TOTAL E&P URUGUAYTAJIKISTAN B.V.  100.00  THE NETHERLANDS URUGUAY
TOTAL E&P USA INC100.00UNITED STATESUNITED STATES
TOTAL E&P VIETNAM100.00FRANCEVIETNAM
TOTAL E&P YAMAL100.00FRANCEFRANCE
TOTAL E&P YEMEN100.00FRANCEYEMEN
TOTAL ENERGIE GAZ100.00FRANCEFRANCE
TOTAL EXPLORATION M’BRIDGE BV100.00THE NETHERLANDSANGOLA
TOTAL EXPLORATION PRODUCTION NIGERIA100.00FRANCEFRANCE
TOTAL GABON58.28GABONGABONTAJIKISTAN

 

20132014 Form 20-F TOTAL S.A. F-95


Business segment Statutory corporate name % Group
interest
  Method Country of incorporation Country of operations
 TOTAL E&P THAILAND100.00FRANCETHAILAND
TOTAL E&P UGANDA B.V.100.00NETHERLANDSUGANDA
TOTAL E&P UK LIMITED100.00UNITED KINGDOMUNITED KINGDOM
TOTAL E&P URUGUAY B.V.100.00NETHERLANDSURUGUAY
TOTAL E&P URUGUAY ONSHORE B.V.100.00NETHERLANDSURUGUAY
TOTAL E&P USA INC100.00UNITED STATESUNITED STATES
TOTAL E&P USA OIL SHALE, LLC100.00UNITED STATESUNITED STATES
TOTAL E&P WELL RESPONSE100.00FRANCEFRANCE
TOTAL E&P YAMAL100.00FRANCEFRANCE
TOTAL E&P YEMEN100.00FRANCEYEMEN
TOTAL E&P YEMEN BLOCK 3 B.V.100.00NETHERLANDSYEMEN
TOTAL ENERGIE GAZ100.00FRANCEFRANCE
TOTAL EXPLORATION M’BRIDGE100.00NETHERLANDSANGOLA
TOTAL EXPLORATION PRODUCTION NIGERIA100.00FRANCEFRANCE
TOTAL FACILITIES MANAGEMENT B.V.100.00NETHERLANDSNETHERLANDS
TOTAL GABON58.28GABONGABON
TOTAL GAS & POWER ACTIFS INDUSTRIELS100.00FRANCEFRANCE
TOTAL GAS & POWER ASIA PRIVATE LIMITED100.00SINGAPORESINGAPORE
TOTAL GAS & POWER BRAZIL100.00FRANCEFRANCE
TOTAL GAS & POWER CHARTERING LIMITED100.00UNITED KINGDOMUNITED KINGDOM
TOTAL GAS & POWER INDIA  100.00  FRANCE FRANCE
 TOTAL GAS & POWER LIMITED  100.00  UNITED KINGDOM UNITED KINGDOM
 TOTAL GAS & POWER NORTH AMERICA INC  100.00  UNITED STATES UNITED STATES
 TOTAL GAS & POWER SERVICES LIMITED100.00UNITED KINGDOMUNITED KINGDOM
TOTAL GAS & POWER THAILAND100.00FRANCEFRANCE
TOTAL GAS CONTRACTS LIMITED100.00UNITED KINGDOMUNITED KINGDOM
TOTAL GAS PIPELINE USA INC100.00UNITED STATESUNITED STATES
TOTAL GAS SHALE EUROPE100.00FRANCEFRANCE
TOTAL GAS TRANSPORT VENTURES100.00FRANCEAZERBAIJAN
TOTAL GAS Y ELECTRICIDAD ARGENTINA S.A.100.00ARGENTINAARGENTINA
TOTAL GASANDES  100.00  FRANCE FRANCE
 TOTAL GASS HANDEL NORGE AS100.00NORWAYNORWAY
TOTAL GASTRANSPORT NEDERLAND B.V.100.00NETHERLANDSNETHERLANDS
TOTAL GAZ & ELECTRICITE HOLDINGS FRANCE  100.00  FRANCE FRANCE
 TOTAL GLNG AUSTRALIA  100.00  FRANCE AUSTRALIA
 TOTAL HOLDING DOLPHIN AMONT LIMITED  100.00  BERMUDA BERMUDA
 TOTAL HOLDINGS INTERNATIONAL B.V.  100.00  THE NETHERLANDS THE NETHERLANDS
 TOTAL HOLDINGS NEDERLAND BVB.V.  100.00  THE NETHERLANDS THE NETHERLANDS
 TOTAL LNG ANGOLA  100.00  FRANCE FRANCE
 TOTAL LNG NIGERIA LTDLIMITED  100.00  BERMUDAFRANCE BERMUDAFRANCE
TOTAL LNG SUPPLY SERVICES USA INC100.00UNITED STATESUNITED STATES
 TOTAL MIDSTREAM HOLDINGS UK LIMITED  100.00  UNITED KINGDOMUNITED KINGDOM
TOTAL NNS LLC100.00UNITED STATES UNITED KINGDOM
 TOTAL OIL AND GAS SOUTH AMERICA  100.00  FRANCE FRANCE
 TOTAL OIL AND GAS VENEZUELA BVB.V.  100.00  THE NETHERLANDS VENEZUELA
TOTAL PARS LNG100.00FRANCEIRAN
 TOTAL PARTICIPATIONS PETROLIERES GABON  100.00  GABON GABON
 TOTAL PETROLEUM ANGOLA  100.00  FRANCE ANGOLA
 TOTAL PROFILS PETROLIERS  100.00  FRANCE FRANCE
 TOTAL QATAR OIL AND GAS  100.00  FRANCE FRANCE
 TOTAL SHTOKMAN BVSCP S.A.R.L.  100.00  THE LUXEMBOURGLUXEMBOURG
TOTAL SHTOKMAN B.V.100.00NETHERLANDS THE NETHERLANDS
TOTAL SOUTH PARS100.00FRANCEIRAN
TOTAL TENGAH100.00FRANCEINDONESIA
TOTAL TERMOKARSTOVOYE B.V.100.00NETHERLANDSRUSSIAN FEDERATION
TOTAL TRACTEBEL EMIRATES O & M COMPANY50.00EFRANCEUNITED ARAB EMIRATES
TOTAL TRACTEBEL EMIRATES POWER COMPANY50.00EFRANCEUNITED ARAB EMIRATES
 TOTAL UPSTREAM NIGERIA LIMITED  100.00  NIGERIA NIGERIA
 TOTAL UPSTREAM UK LIMITED  100.00  UNITED KINGDOM UNITED KINGDOM
 TOTAL VENEZUELA  100.00  FRANCE FRANCEVENEZUELA
 TOTAL YEMEN LNG COMPANY LIMITED100.00BERMUDABERMUDA
YAMAL LNG33.59ERUSSIARUSSIA
YEMEN LNG COMPANY LTD39.62EBERMUDAYEMEN

REFINING & CHEMICALS

ATLANTIC TRADING & MARKETING INC.100.00UNITED STATESUNITED STATES
ATOTECH (CHINA) CHEMICALS LTD.100.00CHINACHINA
ATOTECH BV100.00THE NETHERLANDSTHE NETHERLANDS
ATOTECH DEUTSCHLAND GMBH100.00GERMANYGERMANY
ATOTECH TAIWAN100.00TAIWANTAIWAN
BASF TOTAL PETROCHEMICALS LLC40.00UNITED STATESUNITED STATES
BOSTIK HOLDING SA100.00FRANCEFRANCE
BOSTIK INC100.00UNITED STATESUNITED STATES
BOSTIK LTD100.00UNITED KINGDOMUNITED KINGDOM
BOSTIK SA100.00FRANCEFRANCE
COSDEN, LLC100.00UNITED STATESUNITED STATES
COS-MAR COMPANY50.00UNITED STATESUNITED STATES
CRAY VALLEY USA, LLC100.00UNITED STATESUNITED STATES
CSSA - CHARTERING AND SHIPPING SERVICES SA100.00SWITZERLANDSWITZERLAND
DALIAN WEST PACIFIC PETROCHEMICAL CO LTD (WEPEC)22.41ECHINACHINA
GRANDE PAROISSE SA100.00FRANCEFRANCE
HUTCHINSON ARGENTINA SA100.00ARGENTINAARGENTINA
HUTCHINSON AUTOPARTES DE MEXICO SA.DE CV100.00MEXICOMEXICO
HUTCHINSON CORPORATION100.00UNITED STATESUNITED STATES
HUTCHINSON DO BRASIL SA100.00BRAZILBRAZIL
HUTCHINSON GMBH100.00GERMANYGERMANY
HUTCHINSON POLAND SP ZO.O.100.00POLANDPOLAND
HUTCHINSON SA100.00FRANCEFRANCE
LEGACY SITE SERVICES LLC100.00UNITED STATESUNITED STATES
LSS FUNDING INC.100.00UNITED STATESUNITED STATES
NAPHTACHIMIE50.00FRANCEFRANCE
PAULSTRA SNC100.00FRANCEFRANCE
QATAR PETROCHEMICAL COMPANY Q.S.C. (QAPCO)20.00EQATARQATAR
QATOFIN COMPANY LIMITED49.09EQATARQATAR
SAMSUNG TOTAL PETROCHEMICALS CO. LTD50.00ESOUTH KOREASOUTH KOREA
SAUDI ARAMCO TOTAL REFINING AND PETROCHEMICAL COMPANY37.50ESAUDI ARABIASAUDI ARABIA
SIGMAKALON GROUP BV100.00THE NETHERLANDSTHE NETHERLANDS
TOTAL DEUTSCHLAND GMBH *100.00GERMANYGERMANY
TOTAL DOWNSTREAM UK PLC100.00UNITED KINGDOMUNITED KINGDOM
TOTAL LINDSEY OIL REFINERY LTD100.00UNITED KINGDOMUNITED KINGDOM
TOTAL OLEFINS ANTWERP100.00BELGIUMBELGIUM
TOTAL PETROCHEMICALS & REFINING USA INC *100.00UNITED STATESUNITED STATES
TOTAL PETROCHEMICALS & REFINING SA/NV *  100.00   BELGIUMBERMUDA BELGIUMBERMUDA

 

F-96 TOTAL S.A. Form 20-F 20132014


Business segment Statutory corporate name % Group
interest
  Method Country of incorporation Country of operations
 TRANSPORTADORA DE GAS DEL MERCOSUR SA32.68EARGENTINAARGENTINA
TUMELO COAL MINES PROPRIETARY LIMITED49.00SOUTH AFRICASOUTH AFRICA
UNITAH COLORADO RESOURCES II, LLC100.00UNITED STATESUNITED STATES
YAMAL LNG30.95ERUSSIAN FEDERATIONRUSSIAN FEDERATION
YEMEN LNG COMPANY LTD39.62EBERMUDAYEMEN
YPERGAS SA100.00VENEZUELAVENEZUELA

Refining & Chemicals

APPRYL SNC50.00FRANCEFRANCE
ARCHITECTURAL & STRUCTURAL ADHESIVES PTY LTD100.00AUSTRALIAAUSTRALIA
ATLANTIC TRADING AND MARKETING INC.100.00UNITED STATESUNITED STATES
ATO FINDLEY DEUTSCHLAND GMBH100.00GERMANYGERMANY
ATOTECH (CHINA) CHEMICALS LTD.100.00CHINACHINA
ATOTECH ASIA PACIFIC100.00HONG KONGHONG KONG
ATOTECH B.V.100.00NETHERLANDSNETHERLANDS
ATOTECH CANADA LTD100.00CANADACANADA
ATOTECH CZ100.00CZECH REPUBLICCZECH REPUBLIC
ATOTECH DE MEXICO100.00MEXICOMEXICO
ATOTECH DEUTSCHLAND GMBH100.00GERMANYGERMANY
ATOTECH DO BRASIL GALVANOTECNICA100.00BRAZILBRAZIL
ATOTECH ESPANA S.A.100.00SPAINSPAIN
ATOTECH FRANCE100.00FRANCEFRANCE
ATOTECH INDIA LTD100.00INDIAINDIA
ATOTECH ISTANBUL KIMYA SANAYI TICARET LIMITED SIRKETI100.00TURKEYTURKEY
ATOTECH ITALIA100.00ITALYITALY
ATOTECH JAPAN100.00JAPANJAPAN
ATOTECH KOREA LTD.100.00REPUBLIC OF KOREAREPUBLIC OF KOREA
ATOTECH MALAYSIA SDN BHD100.00MALAYSIAMALAYSIA
ATOTECH NEDERLAND B.V.100.00NETHERLANDSNETHERLANDS
ATOTECH ÖSTERREICH GMBH100.00AUSTRIAAUSTRIA
ATOTECH POLAND100.00POLANDPOLAND
ATOTECH SEA PTE100.00SINGAPORESINGAPORE
ATOTECH SERVICIOS DE MEXICO SA DE CV100.00MEXICOMEXICO
ATOTECH SK100.00SLOVAKIASLOVAKIA
ATOTECH SKANDINAVIEN100.00SWEDENSWEDEN
ATOTECH SLOVENIJA, PROIZVODNJA KEMICNIH IZDELKOV, D.D.100.00SLOVENIASLOVENIA
ATOTECH TAIWAN100.00TAIWANTAIWAN
ATOTECH THAILAND100.00THAILANDTHAILAND
ATOTECH UK100.00UNITED KINGDOMUNITED KINGDOM
ATOTECH USA INC100.00UNITED STATESUNITED STATES
ATOTECH VIETNAM COMPANY LIMITED100.00VIETNAMVIETNAM
BALZATEX S.A.S.100.00FRANCEFRANCE
BARRY CONTROL AEROSPACE SNC100.00FRANCEFRANCE
BASF TOTAL PETROCHEMICALS LLC40.00UNITED STATESUNITED STATES
BAY JUNCTION, INC.100.00UNITED STATESUNITED STATES
BORRACHAS PORTALEGRE LTDA100.00PORTUGALPORTUGAL
BOSTIK (SHANGHAI) MANAGEMENT CO. LTD100.00CHINACHINA
BOSTIK (THAILAND) CO. LTD100.00THAILANDTHAILAND
BOSTIK A/S100.00DENMARKDENMARK
BOSTIK AB100.00SWEDENSWEDEN
BOSTIK ARGENTINA S.A.100.00ARGENTINAARGENTINA
BOSTIK AS100.00NORWAYNORWAY
BOSTIK AS100.00ESTONIAESTONIA
BOSTIK AUSTRALIA PTY LTD100.00AUSTRALIAAUSTRALIA
BOSTIK BELUX NV S.A.100.00BELGIUMBELGIUM
BOSTIK B.V.100.00NETHERLANDSNETHERLANDS
BOSTIK CANADA LTD100.00CANADACANADA
BOSTIK EGYPT FOR PRODUCTION OF ADHESIVES S.A.E.100.00EGYPTEGYPT
BOSTIK FINDLEY CHINA CO, LTD100.00CHINACHINA
BOSTIK FINDLEY HONG KONG COMPANY LIMITED100.00HONG KONGHONG KONG
BOSTIK FINDLEY MALAYSIA SDN-BHD100.00MALAYSIAMALAYSIA
BOSTIK GMBH100.00GERMANYGERMANY
BOSTIK HOLDING BV100.00NETHERLANDSNETHERLANDS
BOSTIK HOLDING HONG KONG LTD100.00HONG KONGHONG KONG
BOSTIK HOLDING S.A.100.00FRANCEFRANCE
BOSTIK INC100.00UNITED STATESUNITED STATES
BOSTIK INDIA PRIVATE LTD100.00INDIAINDIA

2014 Form 20-F TOTAL S.A.F-97


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
BOSTIK INDUSTRIES LIMITED100.00IRELANDIRELAND
BOSTIK KOREA LIMITED100.00REPUBLIC OF KOREAREPUBLIC OF KOREA
BOSTIK LIMITED100.00UNITED KINGDOMUNITED KINGDOM
BOSTIK MEXICANA S.A. DE CV100.00MEXICOMEXICO
BOSTIK NEDERLAND B.V.100.00NETHERLANDSNETHERLANDS
BOSTIK NEW ZEALAND LTD100.00NEW ZEALANDNEW ZEALAND
BOSTIK OBERURSEL GMBH100.00GERMANYGERMANY
BOSTIK OOO100.00RUSSIAN FEDERATIONRUSSIAN FEDERATION
BOSTIK OY100.00FINLANDFINLAND
BOSTIK PHILIPPINES, INC100.00PHILIPPINESPHILIPPINES
BOSTIK POLSKA SP Z.O.O99.50POLANDPOLAND
BOSTIK S.A.100.00FRANCEFRANCE
BOSTIK S.A. (SPAIN)100.00SPAINSPAIN
BOSTIK SIA100.00LATVIALATVIA
BOSTIK UAB (LITHUANIA)100.00LITHUANIALITHUANIA
BOSTIK UNIPESSOAL LDA100.00PORTUGALPORTUGAL
BOSTIK VIETNAM COMPANY LIMITED100.00VIETNAMVIETNAM
BOSTIK-NITTA CO. LTD66.00JAPANJAPAN
BUCKEYE PRODUCTS PIPELINE, L.P.14.66EUNITED STATESUNITED STATES
CAOUTCHOUCS MODERNES SAS100.00FRANCEFRANCE
CATELSA-CACERES SAU100.00SPAINSPAIN
CATELSA-PARETS SLU100.00SPAINSPAIN
CEKOMASTIK KIMYA SANAYI VE TICARET A.S100.00TURKEYTURKEY
CIE TUNISIENNE DU CAOUTCHOUC SARL100.00TUNISIATUNISIA
COSDEN, LLC100.00UNITED STATESUNITED STATES
COS-MAR COMPANY50.00UNITED STATESUNITED STATES
CRAY VALLEY (GUANGZHOU) CHEMICAL CO., LTD100.00CHINACHINA
CRAY VALLEY CZECH100.00CZECH REPUBLICCZECH REPUBLIC
CRAY VALLEY HSC ASIA LIMITED100.00CHINACHINA
CRAY VALLEY ITALIA S.R.L.100.00ITALYITALY
CRAY VALLEY S.A.100.00FRANCEFRANCE
CSSA—CHARTERING AND SHIPPING SERVICES S.A.100.00SWITZERLANDSWITZERLAND
DALIAN TOTAL CONSULTING CO LTD100.00CHINACHINA
DALIAN WEST PACIFIC PETROCHEMICAL CO LTD (WEPEC)22.41ECHINACHINA
ESPA SARL100.00FRANCEFRANCE
ETHYLENE EST99.98FRANCEFRANCE
FELUY IMMOBATI100.00BELGIUMBELGIUM
FINA TECHNOLOGY, INC.100.00UNITED STATESUNITED STATES
FPL ENTERPRISES, INC.100.00UNITED STATESUNITED STATES
GASKET (SUZHOU) VALVE COMPONENTS CO., LTD.100.00CHINACHINA
GASKET INTERNATIONAL S.P.A.100.00ITALYITALY
GEOSEL MANOSQUE53.40EFRANCEFRANCE
GRACE DEVELOPMENT LIMITED100.00HONG KONGHONG KONG
GRANDE PAROISSE S.A.100.00FRANCEFRANCE
GUANGZHOU SPHERE CHEMICALS LTD100.00CHINACHINA
GULF COAST PIPE LINE, L.P.14.66EUNITED STATESUNITED STATES
HBA HUTCHINSON BRASIL AUTOMOTIVE LTDA100.00BRAZILBRAZIL
HUTCHINSON POLYMERS SNC100.00FRANCEFRANCE
HUTCHINSON SRO100.00CZECH REPUBLICCZECH REPUBLIC
HUTCHINSON (UK) LIMITED100.00UNITED KINGDOMUNITED KINGDOM
HUTCHINSON (WUHAN) AUTOMOTIVE RUBBER PRODUCTS COMPANY LTD100.00CHINACHINA
HUTCHINSON AERONAUTIQUE & INDUSTRIE LIMITED100.00CANADACANADA
HUTCHINSON AEROSERVICES GMBH100.00GERMANYGERMANY
HUTCHINSON AEROSERVICES S.A.S.100.00FRANCEFRANCE
HUTCHINSON AEROSERVICES SL100.00SPAINSPAIN
HUTCHINSON AEROSPACE & INDUSTRY, INC.100.00UNITED STATESUNITED STATES
HUTCHINSON AEROSPACE GMBH100.00GERMANYGERMANY
HUTCHINSON AFTERMARKET USA INC100.00UNITED STATESUNITED STATES
HUTCHINSON ANTIVIBRATION SYSTEMS, INC.100.00UNITED STATESUNITED STATES
HUTCHINSON ARGENTINA S.A.100.00ARGENTINAARGENTINA
HUTCHINSON AUTOPARTES DE MEXICO S.A. DE CV100.00MEXICOMEXICO
HUTCHINSON BORRACHAS DE PORTUGAL LTDA100.00PORTUGALPORTUGAL
HUTCHINSON CORPORATION100.00UNITED STATESUNITED STATES

F-98TOTAL S.A. Form 20-F 2014


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
HUTCHINSON DO BRASIL S.A.100.00BRAZILBRAZIL
HUTCHINSON FLEXIBLES AUTOMOBILE SNC100.00FRANCEFRANCE
HUTCHINSON FTS INC.100.00UNITED STATESUNITED STATES
HUTCHINSON GMBH100.00GERMANYGERMANY
HUTCHINSON HOLDINGS UK LIMITED100.00UNITED KINGDOMUNITED KINGDOM
HUTCHINSON IBERIA, S.A.100.00SPAINSPAIN
HUTCHINSON INDUSTRIAL RUBBER PRODUCTS (SUZHOU) CO,LTD100.00CHINACHINA
HUTCHINSON INDUSTRIAS DEL CAUCHO SAU100.00SPAINSPAIN
HUTCHINSON INDUSTRIES INC.100.00UNITED STATESUNITED STATES
HUTCHINSON JAPAN CO., LTD100.00JAPANJAPAN
HUTCHINSON KOREA LIMITED100.00REPUBLIC OF KOREAREPUBLIC OF KOREA
HUTCHINSON NICHIRIN BRAKE HOSES, S.L.70.00SPAINSPAIN
HUTCHINSON PALAMOS100.00SPAINSPAIN
HUTCHINSON POLAND SP ZO.O.100.00POLANDPOLAND
HUTCHINSON PORTO TUBOS FLEXIVEIS LTDA100.00PORTUGALPORTUGAL
HUTCHINSON S.A.100.00FRANCEFRANCE
HUTCHINSON SALES CORPORATION100.00UNITED STATESUNITED STATES
HUTCHINSON SANTE SNC100.00FRANCEFRANCE
HUTCHINSON SEAL DE MEXICO S.A. DE CV100.00MEXICOMEXICO
HUTCHINSON SEALING SYSTEMS INC100.00UNITED STATESUNITED STATES
HUTCHINSON SNC100.00FRANCEFRANCE
HUTCHINSON SRL (ITALIE)100.00ITALYITALY
HUTCHINSON SRL (ROUMANIE)100.00ROMANIAROMANIA
HUTCHINSON STOP-CHOC GMBH & CO. KG100.00GERMANYGERMANY
HUTCHINSON SUISSE S.A.100.00SWITZERLANDSWITZERLAND
HUTCHINSON TRANSFERENCIA DE FLUIDOS S.A. DE CV100.00MEXICOMEXICO
HUTCHINSON TUNISIE SARL100.00TUNISIATUNISIA
INDUSTRIAS TECNICAS DE LA ESPUMA SL100.00SPAINSPAIN
INDUSTRIELLE DESMARQUOY SNC100.00FRANCEFRANCE
JEHIER S.A.S.99.89FRANCEFRANCE
JIANGSU BOSTIK ADHESIVE CO100.00CHINACHINA
JPR S.A.S.100.00FRANCEFRANCE
KEUMAH FLOW CO LTD100.00REPUBLIC OF KOREAREPUBLIC OF KOREA
KEUMHAN CO LTD100.00REPUBLIC OF KOREAREPUBLIC OF KOREA
KEUMHAN VIETNAM CO., LIMITED100.00VIETNAMVIETNAM
KTN KUNSTSTOFFTECHNIK NOBITZ GMBH100.00GERMANYGERMANY
LA PORTE PIPELINE COMPANY, L.P.50.00EUNITED STATESUNITED STATES
LA PORTE PIPELINE GP, L.L.C.50.00EUNITED STATESUNITED STATES
LAFFAN REFINERY COMPANY LIMITED10.00EQATARQATAR
LE JOINT FRANCAIS SNC100.00FRANCEFRANCE
LEGACY SITE SERVICES LLC100.00UNITED STATESUNITED STATES
LES STRATIFIES S.A.S.100.00FRANCEFRANCE
LJF(UK) LIMITED100.00UNITED KINGDOMUNITED KINGDOM
LONE WOLF LAND CO.100.00UNITED STATESUNITED STATES
LSS FUNDING INC.100.00UNITED STATESUNITED STATES
MACHEN LAND LIMITED100.00UNITED KINGDOMUNITED KINGDOM
MAPA SPONTEX INC100.00UNITED STATESUNITED STATES
MEM BAUCHEMIE GMBH100.00GERMANYGERMANY
MYDRIN SRL100.00ITALYITALY
NAPHTACHIMIE50.00FRANCEFRANCE
OLUTEX OBERLAUSITZER LUFTFAHRTTEXTILIEN GMBH100.00GERMANYGERMANY
PAMARGAN (MALTA) PRODUCTS LIMITED100.00MALTAMALTA
PAMARGAN PRODUCTS LIMITED100.00UNITED KINGDOMUNITED KINGDOM
PAULSTRA SILENTBLOC S.A.100.00BELGIUMBELGIUM
PAULSTRA SNC100.00FRANCEFRANCE
PT BOSTIK INDONESIA100.00INDONESIAINDONESIA
QATAR PETROCHEMICAL COMPANY Q.S.C. (QAPCO)20.00EQATARQATAR
QATOFIN COMPANY LIMITED49.09EQATARQATAR
RESILIUM100.00BELGIUMBELGIUM
RETIA100.00FRANCEFRANCE
RETIA USA LLC100.00UNITED STATESUNITED STATES
SAMSUNG TOTAL PETROCHEMICALS CO. LTD50.00EREPUBLIC OF KOREAREPUBLIC OF KOREA
SAN JACINTO RAIL LIMITED17.00EUNITED STATESUNITED STATES

2014 Form 20-F TOTAL S.A.F-99


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
SAUDI ARAMCO TOTAL REFINING AND PETROCHEMICAL COMPANY37.50ESAUDI ARABIASAUDI ARABIA
SIGMAKALON GROUP B.V.100.00NETHERLANDSNETHERLANDS
SOCAP INTERNATIONAL LTD100.00BERMUDABERMUDA
SOCIETE MAROCAINE DES COLLES97.01MOROCCOMOROCCO
SOVEREIGN CHEMICALS LIMITED100.00UNITED KINGDOMUNITED KINGDOM
STARQUARTZ INDUSTRIES, INC.100.00UNITED STATESUNITED STATES
STILLMAN SEAL CORPORATION100.00UNITED STATESUNITED STATES
STOP-CHOC (UK) LIMITED100.00UNITED KINGDOMUNITED KINGDOM
TECHLAM SAS100.00FRANCEFRANCE
TEKBAU YAPI MALZEMELERI MADENCILIK SANAYI AS100.00TURKEYTURKEY
TOTAL ACTIVITES MARITIMES100.00FRANCEFRANCE
TOTAL AUSTRALIA LIMITED100.00AUSTRALIAAUSTRALIA
TOTAL DEUTSCHLAND GMBH*100.00GERMANYGERMANY
TOTAL DOWNSTREAM UK PLC100.00UNITED KINGDOMUNITED KINGDOM
TOTAL EUROPEAN TRADING100.00FRANCEFRANCE
TOTAL INTERNATIONAL LIMITED—TOTINTER100.00BERMUDABERMUDA
TOTAL LAFFAN REFINERY100.00FRANCEFRANCE
TOTAL LAFFAN REFINERY II B.V.100.00NETHERLANDSNETHERLANDS
TOTAL LINDSEY OIL REFINERY LTD100.00UNITED KINGDOMUNITED KINGDOM
TOTAL OIL & GAS AUSTRALIA PTY LTD100.00AUSTRALIAAUSTRALIA
TOTAL OLEFINS ANTWERP100.00BELGIUMBELGIUM
TOTAL OPSLAG EN PIJPLEIDING NEDERLAND NV55.00NETHERLANDSNETHERLANDS
TOTAL PAR LLC100.00UNITED STATESUNITED STATES
TOTAL PETROCHEMICALS & REFINING USA INC*100.00UNITED STATESUNITED STATES
TOTAL PETROCHEMICALS & REFINING SA/NV*100.00BELGIUMBELGIUM
TOTAL PETROCHEMICALS (CHINA) TRADING CO LTD100.00CHINACHINA
TOTAL PETROCHEMICALS (FOSHAN) LTD100.00CHINACHINA
TOTAL PETROCHEMICALS (HONG KONG) LTD100.00HONG KONGHONG KONG
TOTAL PETROCHEMICALS (NINGBO) LTD100.00CHINACHINA
TOTAL PETROCHEMICALS DEVELOPMENT FELUY100.00BELGIUMBELGIUM
TOTAL PETROCHEMICALS ECAUSSINNES100.00BELGIUMBELGIUM
TOTAL PETROCHEMICALS FELUY100.00BELGIUMBELGIUM
TOTAL PETROCHEMICALS FRANCE  100.00  FRANCE FRANCE
TOTAL PETROCHEMICALS IBERICA100.00SPAINSPAIN
TOTAL PETROCHEMICALS PIPELINE USA INC100.00UNITED STATESUNITED STATES
TOTAL PETROCHEMICALS UK LTD100.00UNITED KINGDOMUNITED KINGDOM
TOTAL POLYMERS ANTWERP100.00BELGIUMBELGIUM
 TOTAL RAFFINADERIJ ANTWERPEN NV  100.00  BELGIUM BELGIUM
 TOTAL RAFFINAGE CHIMIE  100.00  FRANCE FRANCE
 TOTAL RAFFINAGE FRANCE  100.00  FRANCE FRANCE
 TOTAL RAFFINERIE MITTELDEUTSCHLAND GMBH  100.00  GERMANY GERMANY
 TOTAL UK LIMITED *100.00UNITED KINGDOMUNITED KINGDOM
TOTSA TOTAL OIL TRADING SA100.00SWITZERLANDSWITZERLAND
ZEELAND REFINERY N.V.55.00THE NETHERLANDSTHE NETHERLANDS

MARKETINGREFINING & SERVICES

AIR TOTAL INTERNATIONAL SA100.00SWITZERLANDSWITZERLAND
AMYRIS INC.17.88EUNITED STATESUNITED STATES
AS 24CHEMICALS SAUDI ARABIA S.A.S.  100.00  FRANCE FRANCE
 COMPAGNIE PETROLIERE DE L’OUEST- CPO100.00FRANCEFRANCE
SOCIETE ANONYME DE LA RAFFINERIE DES ANTILLES50.00EFRANCEFRANCE
SUNPOWER CORPORATION64.65UNITED STATESUNITED STATES
TOTAL BELGIUMRESEARCH & TECHNOLOGY FELUY  100.00  BELGIUM BELGIUM
 TOTAL CHINA INVESTMENTSPLITTER USA INC100.00UNITED STATESUNITED STATES
TOTAL TRADING AND MARKETING CANADA LP100.00CANADACANADA
TOTAL TRADING ASIA PTE LTD100.00SINGAPORESINGAPORE
TOTAL TRADING CANADA LIMITED100.00CANADACANADA
TOTAL TRADING PRODUCTS S.A.100.00SWITZERLANDSWITZERLAND
TOTSA TOTAL OIL TRADING S.A.100.00SWITZERLANDSWITZERLAND
TRANSALPES SNC67.00FRANCEFRANCE
TRANS-ETHYLENE99.98FRANCEFRANCE
UAB ATOTECH-CHEMETA100.00LITHUANIALITHUANIA
USINA FORTALEZA INDUSTRIA E COMERCIO DE MASSA FINA LTDA100.00BRAZILBRAZIL
VIBRACHOC SAU100.00SPAINSPAIN
ZEELAND REFINERY N.V.55.00NETHERLANDSNETHERLANDS

Marketing & Services

AETOLIA ENERGY SITE ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TIEL AETOLIA ENERGEIAKI ETAIREIA)41.84GREECEGREECE
AETOLIA ENERGY SITE MALTA LIMITED59.77MALTAMALTA

F-100TOTAL S.A. Form 20-F 2014


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
AIR TOTAL (SUISSE) S.A.100.00SWITZERLANDSWITZERLAND
AIR TOTAL INTERNATIONAL S.A.100.00SWITZERLANDSWITZERLAND
ALEXSUN 1 MALTA LIMITED59.77MALTAMALTA
ALEXSUN2 MALTA LIMITED59.77MALTAMALTA
ALMYROS ENERGY SOLUTION ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TITLE ALMYROS ENERGEIAKI A.E.)41.84GREECEGREECE
ALMYROS ENERGY SOLUTION MALTA LIMITED59.77MALTAMALTA
ALVEA100.00FRANCEFRANCE
AMYRIS INC.17.23EUNITED STATESUNITED STATES
ANTILLES GAZ100.00FRANCEFRANCE
ARDECHES SOLAIRE—DRAGA 159.77FRANCEFRANCE
ARISTEA51.00EBELGIUMBELGIUM
ARTECO49.99EBELGIUMBELGIUM
AS 24100.00FRANCEFRANCE
AS 24 BELGIE NV100.00BELGIUMBELGIUM
AS 24 ESPANOLA SA100.00SPAINSPAIN
AS 24 FUEL CARD LIMITED100.00UNITED KINGDOMUNITED KINGDOM
AS 24 POLSKA SP ZOO100.00POLANDPOLAND
AS 24 TANKSERVICE GMBH100.00GERMANYGERMANY
AUO SUNPOWER SDN. BHD.29.88EMALAYSIAMALAYSIA
BADENHORST PV 2 EQUITY CO LLC59.77UNITED STATESUNITED STATES
BADENHORST PV 2 HOLD CO LLC59.77UNITED STATESUNITED STATES
BEIT HAGEDI RENEWABLE ENERGIES LTD59.77ISRAELISRAEL
BERTOPHASE (PTY) LTD59.77SOUTH AFRICASOUTH AFRICA
BNB BLOOMFIELD SOLAR LLC59.77UNITED STATESUNITED STATES
CALDEO100.00FRANCEFRANCE
CHARENTE MARITIME SOLAIRE—ST LEGER 159.77FRANCEFRANCE
CHARVET LA MURE BIANCO100.00FRANCEFRANCE
CLEAN ACQUISITION CO., LLC59.77UNITED STATESUNITED STATES
COMPAGNIE PETROLIERE DE L’OUEST- CPO100.00FRANCEFRANCE
CORONA SANDS, LLC29.88UNITED STATESUNITED STATES
CPE ENERGIES100.00FRANCEFRANCE
CRISTAL MARKETING EGYPT80.78EGYPTEGYPT
DCA-MORY-SHIPP100.00FRANCEFRANCE
DEAAR PV EQUITY CO LLC59.77UNITED STATESUNITED STATES
DEAAR PV HOLD CO LLC59.77UNITED STATESUNITED STATES
DIAMOND ENERGY PTY LTD14.94EAUSTRALIAAUSTRALIA
DRAGONFLY SYSTEMS, INC59.77UNITED STATESUNITED STATES
EAU CHAUDE REUNION (ECR)50.00EFRANCEFRANCE
EGEDIS100.00FRANCEFRANCE
ELF LUBRICANTS (GUANGZHOU) CO LTD  58.00CHINACHINA
ELF OIL UK AVIATION LTD100.00UNITED KINGDOMUNITED KINGDOM
ELF OIL UK PROPERTIES LTD100.00UNITED KINGDOMUNITED KINGDOM
FILIPINAS THIRD MILLENIUM REALTY64.00PHILIPPINESPHILIPPINES
FIRST PHILEC SOLAR CORPORATION8.97EPHILIPPINESPHILIPPINES
FIWADO B.V.100.00NETHERLANDSNETHERLANDS
GILAT RENEWABLE ENERGIES LTD59.77ISRAELISRAEL
GREENBOTICS, INC.59.77UNITED STATESUNITED STATES
HEMATHIA SUCCESSFUL ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TITLE HEMATHIA SUCCESSFUL A.E.)41.84GREECEGREECE
HEMETHIA SUCCESSFUL LIMITED59.77MALTAMALTA
HIGH PLAINS RANCH I, LLC59.77UNITED STATESUNITED STATES
HUAXIA CPV (INNER MONGOLIA) POWER CO., LTD14.94ECHINACHINA
IMMO ENERGIE59.77FRANCEFRANCE
INSTITUT PHOTOVOLTAIQUE D’ILE DE FRANCE (IPVF)43.00FRANCEFRANCE
JDA OVERSEAS HOLDINGS, LLC59.77UNITED STATESUNITED STATES
KLIPGATS PV 3 EQUITY CO LLC59.77UNITED STATESUNITED STATES
KLIPGATS PV 3 HOLD CO LLC59.77UNITED STATESUNITED STATES
KLIPGATS PV 7 EQUITY CO LLC59.77UNITED STATESUNITED STATES
KLIPGATS PV 7 HOLD CO LLC59.77UNITED STATESUNITED STATES
KOZANI ENERGY ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TITLE KOZANI ENERGY S.A.)59.77GREECEGREECE
KOZANI ENERGY MALTA LIMITED59.77MALTAMALTA
LA DEFENSE FILIPINAS HOLDING CORPORATION40.00PHILIPPINESPHILIPPINES

2014 Form 20-F TOTAL S.A.F-101


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
LEMOORE STRATFORD LAND HOLDINGS IV, LLC59.77UNITED STATESUNITED STATES
LUIS SOLAR, LLC59.77UNITED STATESUNITED STATES
MARIVELES JOINT VENTURE CORP49.98PHILIPPINESPHILIPPINES
MICHEL MINERALÖLHANDEL GMBH100.00GERMANYGERMANY
NATIONAL PETROLEUM REFINERS OF SOUTH AFRICA (PTY) LTD18.22ESOUTH AFRICASOUTH AFRICA
NEVATIM GREEN ENERGIES LTD59.77ISRAELISRAEL
PARREY, LLC59.77UNITED STATESUNITED STATES
PATISH (WEST) GREEN ENERGIES LTD59.77ISRAELISRAEL
PENINSULA LAND BAY REALTY CORPORATION31.94PHILIPPINESPHILIPPINES
PHOTOVOTAICA PARKA VEROIA ANONYMI ETAIREIA59.77GREECEGREECE
PLUTO ACQUISITION COMPANY LLC59.77UNITED STATESUNITED STATES
PRODUITS PETROLIERS STELA99.99FRANCEFRANCE
PV SALVADOR SPA20.00ECHILECHILE
QUIMICA VASCA SA UNIPERSONAL100.00SPAINSPAIN
RAY OF SUCCESS ANONYMI ENERGEIAKI ETAIREIA (DISTINCTIVE TITLE RAY OF SUCCESS A.E.)41.84GREECEGREECE
RAY OF SUCCESS MALTA LIMITED59.77MALTAMALTA
ROTEM SUNPOWER LTD59.77ISRAELISRAEL
SERVAUTO NEDERLAND B.V.100.00NETHERLANDSNETHERLANDS
SGULA (WEST) GREEN ENERGIES LTD59.77ISRAELISRAEL
SHAMS POWER COMPANY PJSC20.00EUNITED ARAB EMIRATESUNITED ARAB EMIRATES
SOCIETE ANONYME DE LA RAFFINERIE DES ANTILLES50.00EFRANCEFRANCE
SOCIETE DES TRANSPORTS PETROLIERS PAR PIPELINE35.50EFRANCEFRANCE
SOCIETE D’EXPLOITATION DE CENTRALES PHOTOVOLTAIQUES 129.94FRANCEFRANCE
SOCIETE MAHORAISE DE STOCKAGE DE PRODUITS PETROLIERS100.00FRANCEFRANCE
SOCIETE POUR L’EXPLOITATION DE L’USINE DE ROUEN98.98FRANCEFRANCE
SOCIETE URBAINE DES PETROLES100.00FRANCEFRANCE
S-OIL TOTAL LUBRICANTS CO LTD50.00EREPUBLIC OF KOREAREPUBLIC OF KOREA
SOLAR ASSURANCE CAPITAL PTY LTD59.77AUSTRALIAAUSTRALIA
SOLAR BEACON CALIFORNIA 1, LLC59.77UNITED STATESUNITED STATES
SOLAR GREENHOUSE I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR ARIZONA HMR-I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR ARIZONA I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR ARIZONA II, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR ARIZONA III, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR ARIZONA IV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR ARIZONA V, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR ARIZONA VI, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR ARIZONA VII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR BLYTHE MESA I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA IV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA VII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XIII PARENT, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XIII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XIX, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XLIX, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XV PARENT, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XVI, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XVII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XVIII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XX, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXI, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXIII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXIV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXIX, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXVI, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXVII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXVIII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXX, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXXI, LLC59.77UNITED STATESUNITED STATES

F-102TOTAL S.A. Form 20-F 2014


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
SOLAR STAR CALIFORNIA XXXII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXXIII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXXIV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXXIX, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXXV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXXVI, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXXVII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CALIFORNIA XXXVIII, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR COLORADO I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR COLORADO II, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR COLORADO III, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR CONNECTICUT I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR HAWAII I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR HAWAII II, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR HAWAII III, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR HAWAII IV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR HI AIR, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR HOLDING, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR NEW JERSEY III, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR NEW JERSEY IV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR NEW YORK I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR OCEANSIDE, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR PUERTO RICO I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR RANCHO CWD I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR TEXAS I, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR TEXAS II, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR TEXAS III, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR TEXAS IV, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR XI, LLC59.77UNITED STATESUNITED STATES
SOLAR STAR YC, LLC59.77UNITED STATESUNITED STATES
SOLARBRIDGE TECHNOLOGIES, INC.59.77UNITED STATESUNITED STATES
SP CORDOBESA MALTA LIMITED59.77MALTAMALTA
SP QUINTANA MALTA LIMITED59.77MALTAMALTA
SPML LAND, INC.59.77PHILIPPINESPHILIPPINES
SPWR ENERGIAS RENOVAVEIS UNIPESSOAL, LDA.59.77PORTUGALPORTUGAL
SPWR EW 2013-1, LLC0.60UNITED STATESUNITED STATES
SPWR MS 2013-1, LLC29.88UNITED STATESUNITED STATES
SPWR PP 2014-1, LLC59.77UNITED STATESUNITED STATES
SPWR SOLAR ENERGEIAKI HELLAS SINGLE MEMBER EPE59.77GREECEGREECE
SPWR USB 2013-1, LLC0.60UNITED STATESUNITED STATES
SPWR USB 2013-2, LLC0.60UNITED STATESUNITED STATES
SPWR USB 2013-3, LLC0.60UNITED STATESUNITED STATES
SSSA, LLC59.77UNITED STATESUNITED STATES
SUNPOWER ACCESS I, LLC59.77UNITED STATESUNITED STATES
SUNPOWER ASSETCO, LLC59.77UNITED STATESUNITED STATES
SUNPOWER BEACON 1 HOLDINGS LLC59.77UNITED STATESUNITED STATES
SUNPOWER BERMUDA HOLDINGS59.77BERMUDABERMUDA
SUNPOWER CAPITAL AUSTRALIA PTY LTD59.77AUSTRALIAAUSTRALIA
SUNPOWER CAPITAL SERVICES, LLC59.77UNITED STATESUNITED STATES
SUNPOWER CAPITAL, LLC59.77UNITED STATESUNITED STATES
SUNPOWER COMMERCIAL FINANCE I, LLC59.77UNITED STATESUNITED STATES
SUNPOWER COPPA HOLDINGS LLC59.77UNITED STATESUNITED STATES
SUNPOWER CORP ISRAEL LTD59.77ISRAELISRAEL
SUNPOWER CORPORATION59.77UNITED STATESUNITED STATES
SUNPOWER CORPORATION (SWITZERLAND) SARL59.77SWITZERLANDSWITZERLAND
SUNPOWER CORPORATION AUSTRALIA PTY LTD59.77AUSTRALIAAUSTRALIA
SUNPOWER CORPORATION LIMITED59.77HONG KONGHONG KONG
SUNPOWER CORPORATION MALTA HOLDINGS LIMITED59.77MALTAMALTA
SUNPOWER CORPORATION MEXICO, S. DE R.L. DE C.V.59.77MEXICOMEXICO
SUNPOWER CORPORATION SOUTHERN AFRICA (PTY) LTD59.77SOUTH AFRICASOUTH AFRICA
SUNPOWER CORPORATION SPA59.77CHILECHILE
SUNPOWER CORPORATION UK LIMITED59.77UNITED KINGDOMUNITED KINGDOM
SUNPOWER CORPORATION, SYSTEMS59.77UNITED STATESUNITED STATES
SUNPOWER DEVCO, LLC59.77UNITED STATESUNITED STATES
SUNPOWER DEVELOPMENT COMPANY59.77UNITED STATESUNITED STATES
SUNPOWER ENERGY SYSTEMS (PTY) LTD59.77SOUTH AFRICASOUTH AFRICA

2014 Form 20-F TOTAL S.A.F-103


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
SUNPOWER ENERGY SYSTEMS CANADA CORPORATION59.77CANADACANADA
SUNPOWER ENERGY SYSTEMS KOREA59.77REPUBLIC OF KOREAREPUBLIC OF KOREA
SUNPOWER ENERGY SYSTEMS SINGAPORE PTE LTD59.77SINGAPORESINGAPORE
SUNPOWER ENERGY SYSTEMS SOUTHERN AFRICA (PTY) LTD59.77SOUTH AFRICASOUTH AFRICA
SUNPOWER ENERGY SYSTEMS SPAIN, SL59.77SPAINSPAIN
SUNPOWER FOUNDATION59.77UNITED STATESUNITED STATES
SUNPOWER FRANCE S.A.S.59.77FRANCEFRANCE
SUNPOWER GMBH59.77GERMANYGERMANY
SUNPOWER HOLDCO, LLC59.77UNITED STATESUNITED STATES
SUNPOWER ITALIA S.R.L.59.77ITALYITALY
SUNPOWER JAPAN KK59.77JAPANJAPAN
SUNPOWER MALTA LIMITED59.77MALTAMALTA
SUNPOWER MANUFACTURING (PTY) LTD59.77SOUTH AFRICASOUTH AFRICA
SUNPOWER MANUFACTURING DE VERNEJOUL59.77FRANCEFRANCE
SUNPOWER NORTH AMERICA, LLC59.77UNITED STATESUNITED STATES
SUNPOWER PHILIPPINES LTD. – REGIONAL OPERATING HEADQUARTERS59.77CAYMAN ISLANDSPHILIPPINES
SUNPOWER PHILIPPINES MANUFACTURING LTD.59.77CAYMAN ISLANDSPHILIPPINES
SUNPOWER RESIDENTIAL I, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOFTWARE I, INC.59.77UNITED STATESUNITED STATES
SUNPOWER SOLAR ENERGY TECHNOLOGY (TIANJIN) CO., LTD59.77  CHINA CHINA
 SUNPOWER SOLAR INDIA PRIVATE LIMITED59.77INDIAINDIA
SUNPOWER SOLAR MALAYSIA SDN. BHD.59.77MALAYSIAMALAYSIA
SUNPOWER SOLAR MONITORING, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM I, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM II, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM III, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM IV, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM V, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM VI, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM VII, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM VIII, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM IX, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SOLARPROGRAM X, LLC59.77UNITED STATESUNITED STATES
SUNPOWER SYSTEMS BELGIUM SPRL59.77BELGIUMBELGIUM
SUNPOWER SYSTEMS HISPANIOLA SARL59.77DOMINICAN REPUBLICDOMINICAN REPUBLIC
SUNPOWER SYSTEMS MEXICO S. DE R.L. DE C.V.59.77MEXICOMEXICO
SUNPOWER SYSTEMS SARL59.77SWITZERLANDSWITZERLAND
SUNPOWER TECHNOLOGY LTD.59.77CAYMAN ISLANDSCAYMAN ISLANDS
SUNRAY ITALY S.R.L.59.77ITALYITALY
SUNRENTE INVESTISSEMENT FRANCE S.A.S.59.77FRANCEFRANCE
SUNRISE 1, LLC33.78UNITED STATESUNITED STATES
SUNZIL50.00EFRANCEFRANCE
SUNZIL CARAIBES50.00EFRANCEFRANCE
SUNZIL MAYOTTE S.A.S.50.00EFRANCEFRANCE
SUNZIL OCEAN INDIEN50.00EFRANCEFRANCE
SUNZIL PACIFIC50.00EFRANCEFRANCE
SUNZIL POLYNESIE50.00EFRANCEFRANCE
SUNZIL POLYNESIE SERVICES50.00EFRANCEFRANCE
SUNZIL SERVICES CARAIBES50.00EFRANCEFRANCE
SUNZIL SERVICES OCEAN INDIEN50.00EFRANCEFRANCE
SWINGLETREE OPERATIONS, LLC59.77UNITED STATESUNITED STATES
TEMASOL59.77MOROCCOMOROCCO
TENESOL DE MEXICO SA DE CV59.77MEXICOMEXICO
TENESOL ENERGIE MAROC59.77MOROCCOMOROCCO
TENESOL S.A.S.59.77FRANCEFRANCE
TENESOL SPV159.77FRANCEFRANCE
TENESOL SPV259.77FRANCEFRANCE
TENESOL TECHNOLOGIES59.77FRANCEFRANCE
TENESOL VDP59.77FRANCEFRANCE
TENESOL VENEZUELA59.77VENEZUELAVENEZUELA
TILT SOLAR, LLC59.77UNITED STATESUNITED STATES
TORIMODE (PTY) LTD59.77SOUTH AFRICASOUTH AFRICA

F-104TOTAL DEUTSCHLAND GMBH *S.A. Form 20-F 2014


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
TORIPROX (PTY) LTD59.77SOUTH AFRICASOUTH AFRICA
TORISOL (PTY) LTD59.77SOUTH AFRICASOUTH AFRICA
TOTAL (AFRICA) LIMITED  100.00 UNITED KINGDOMUNITED KINGDOM
TOTAL (FIJI) LIMITED100.00FIJIFIJI
TOTAL (TIANJIN) MANUFACTURING CO., LTD.100.00CHINACHINA
TOTAL ABENGOA SOLAR EMIRATES INVESTMENT COMPANY B.V.50.00ENETHERLANDSUNITED ARAB EMIRATES
TOTAL ADDITIFS ET CARBURANTS SPECIAUX100.00FRANCEFRANCE
TOTAL AFRICA S.A.100.00FRANCEFRANCE
TOTAL AVIATION AND EXPORT LTD100.00ZAMBIAZAMBIA
TOTAL BELGIUM100.00BELGIUMBELGIUM
TOTAL BITUMEN DEUTSCHLAND GMBH100.00 GERMANY GERMANY
TOTAL BITUMEN UK LIMITED100.00UNITED KINGDOMUNITED KINGDOM
TOTAL BOTSWANA (PTY) LTD50.10BOTSWANABOTSWANA
TOTAL BURKINA100.00BURKINA FASOBURKINA FASO
TOTAL CAMBODGE100.00CAMBODIACAMBODIA
TOTAL CAMEROUN67.01CAMEROONCAMEROON
TOTAL CARAIBES100.00FRANCEFRANCE
TOTAL CESKA REPUBLIKA S.R.O100.00CZECH REPUBLICCZECH REPUBLIC
TOTAL CHINA INVESTMENT CO LTD100.00CHINACHINA
TOTAL CONGO99.70CONGOCONGO
TOTAL CORSE100.00FRANCEFRANCE
TOTAL COTE D’IVOIRE73.01IVORY COASTIVORY COAST
TOTAL DENMARK A/S100.00DENMARKDENMARK
TOTAL DEUTSCHLAND GMBH*100.00GERMANYGERMANY
TOTAL EGYPT80.78EGYPTEGYPT
 TOTAL ENERGIE DEVELOPPEMENT  100.00 FRANCEFRANCE
TOTAL ENERGIE DO BRASIL59.77BRAZILBRAZIL
TOTAL ENERGIE SOLAIRE CONCENTREE100.00 FRANCE FRANCE
 TOTAL ENERGIES NOUVELLES ACTIVITES USA  100.00  FRANCE FRANCE
TOTAL ESPANA SA100.00SPAINSPAIN
 TOTAL ESPECIALIDADES ARGENTINA  100.00  ARGENTINA ARGENTINA
TOTAL ETHIOPIA100.00ETHIOPIAETHIOPIA
TOTAL FLUIDES100.00FRANCEFRANCE
TOTAL FREEPORT CORPORATION100.00PHILIPPINESPHILIPPINES
TOTAL FUELS WUHAN COMPANY LIMITED100.00CHINACHINA
TOTAL GLASS LUBRICANTS EUROPE GMBH100.00GERMANYGERMANY
TOTAL GUADELOUPE100.00FRANCEFRANCE
 TOTAL GUINEA ECUATORIAL  80.00  EQUATORIAL GUINEA EQUATORIAL GUINEA
TOTAL GUINEE100.00GUINEAGUINEA
 TOTAL HOLDING ASIE  100.00  FRANCE FRANCE
TOTAL HUNGARIA KFT100.00HUNGARYHUNGARY
TOTAL JAMAICA LTD100.00JAMAICAJAMAICA
TOTAL JORDAN100.00JORDANJORDAN
 TOTAL KENYA  93.96  KENYA KENYA
TOTAL LESOTHO (PTY) LTD50.10LESOTHOLESOTHO
TOTAL LIBAN100.00LEBANONLEBANON
TOTAL LIBERIA INC100.00LIBERIALIBERIA
TOTAL LUBRICANTS (CHINA) CO LTD86.49CHINACHINA
TOTAL LUBRICANTS TAIWAN, LTD.63.00TAIWANTAIWAN
 TOTAL LUBRIFIANTS  99.98  FRANCE FRANCE
TOTAL LUBRIFIANTS SERVICES AUTOMOBILE99.98FRANCEFRANCE
TOTAL LUXEMBOURG S.A.100.00LUXEMBOURGLUXEMBOURG
TOTAL MADAGASIKARA S.A.79.44MADAGASCARMADAGASCAR
TOTAL MALI100.00MALIMALI
TOTAL MARINE FUELS100.00SINGAPORESINGAPORE
TOTAL MARKETING EGYPT80.78EGYPTEGYPT
TOTAL MARKETING GABON90.00GABONGABON
 TOTAL MARKETING MIDDLE EAST FREE ZONE  100.00  UNITED ARAB EMIRATES UNITED ARAB EMIRATES
 TOTAL MARKETING SERVICES  100.00  FRANCE FRANCE
 TOTAL MAROCMARKETING TCHAD  100.00 CHADCHAD
TOTAL MARKETING UGANDA100.00UGANDAUGANDA
TOTAL MAROC70.00 MOROCCO MOROCCO
TOTAL MAURITIUS55.00MAURITIUSMAURITIUS
TOTAL MAYOTTE100.00FRANCEFRANCE
TOTAL MEXICO SA DE CV100.00MEXICOMEXICO
 TOTAL MINERALOEL UND CHEMIE GMBH  100.00  GERMANY GERMANY

2014 Form 20-F TOTAL S.A.F-105


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
TOTAL MINERALÖL GMBH100.00GERMANYGERMANY
TOTAL MOZAMBIQUE100.00MOZAMBIQUEMOZAMBIQUE
TOTAL NAMIBIA (PTY) LTD50.10NAMIBIANAMIBIA
TOTAL NEDERLAND NV100.00NETHERLANDSNETHERLANDS
TOTAL NEW ENERGIES LTD100.00UNITED KINGDOMUNITED KINGDOM
TOTAL NEW ENERGIES USA, INC.100.00UNITED STATESUNITED STATES
TOTAL NEW ENERGIES VENTURES USA, INC.100.00UNITED STATESUNITED STATES
TOTAL NIGER SA100.00NIGERNIGER
TOTAL NIGERIA PLC61.72NIGERIANIGERIA
TOTAL NUEVAS ENERGIAS CHILE SPA100.00CHILECHILE
TOTAL OIL ASIA-PACIFIC PTE LTD100.00SINGAPORESINGAPORE
TOTAL OIL INDIA PVT LTD100.00INDIAINDIA
TOTAL OIL PAKISTAN (PRIVATE) LIMITED100.00PAKISTANPAKISTAN
 TOTAL OIL TURKIYE AS  100.00  TURKEY TURKEY
 TOTAL OUTRE MER  100.00  FRANCE FRANCE
 TOTAL SPECIALTIES USA INCPACIFIQUE  100.00  UNITED STATESFRANCE UNITED STATESFRANCE
TOTAL PARCO PAKISTAN LIMITED60.00PAKISTANPAKISTAN
TOTAL PETROLEUM (SHANGHAI) COMPANY LIMITED100.00CHINACHINA
TOTAL PETROLEUM GHANA LIMITED76.74GHANAGHANA
TOTAL PETROLEUM GUANGZHOU CO LTD100.00CHINACHINA
TOTAL PETROLEUM PUERTO RICO CORP100.00PUERTO RICOPUERTO RICO
TOTAL PHILIPPINES CORPORATION100.00PHILIPPINESPHILIPPINES
TOTAL POLSKA100.00POLANDPOLAND
TOTAL POLYNESIE99.54FRANCEFRANCE
TOTAL RDC60.00DEMOCRATIC REPUBLIC OF CONGODEMOCRATIC REPUBLIC OF CONGO
TOTAL REUNION100.00FRANCEFRANCE
TOTAL SENEGAL69.14SENEGALSENEGAL
TOTAL SINOCHEM FUELS COMPANY LTD49.00ECHINACHINA
TOTAL SINOCHEM OIL COMPANY LIMITED49.00ECHINACHINA
 TOTAL SOUTH AFRICA (PTY) LTD  50.10  SOUTH AFRICA SOUTH AFRICA
 TOTAL SPECIALTIES USA INC100.00UNITED STATESUNITED STATES
TOTAL SUPPLY MS S.A.100.00SWITZERLANDSWITZERLAND
TOTAL SWAZILAND (PTY) LTD50.10SWAZILANDSWAZILAND
TOTAL TOGO76.72TOGOTOGO
TOTAL TUNISIE100.00TUNISIATUNISIA
TOTAL UAE LLC49.00UNITED ARAB EMIRATESUNITED ARAB EMIRATES
TOTAL UGANDA LIMITED100.00UGANDAUGANDA
TOTAL UK LIMITED *  100.00  UNITED KINGDOM UNITED KINGDOM
 TOTAL UNION OCEANE100.00FRANCEFRANCE
TOTAL VOSTOK  100.00  RUSSIARUSSIAN FEDERATION RUSSIARUSSIAN FEDERATION
TOTAL ZAMBIA100.00ZAMBIAZAMBIA
 TOTALERG SPA  49.00 E ITALY ITALY
TOTALGAZ100.00FRANCEFRANCE
TYCZKA TOTALGAZ GMBH50.00EGERMANYGERMANY
URIM GREEN ENERGIES LTD59.77ISRAELISRAEL
WHIPPLETREE SOLAR LLC59.77UNITED STATESUNITED STATES
WHIRLWIND SOLAR STAR, LLC59.77UNITED STATESUNITED STATES
ZRUHA GREEN ENERGIES LTD59.77ISRAELISRAEL

CORPORATECorporate

 ELF AQUITAINE  100.00  FRANCE FRANCE
 ELF AQUITAINE FERTILISANTS  100.00  FRANCE FRANCE
 ELF AQUITAINE INC.  100.00  UNITED STATES UNITED STATES
 ELF FOREST PRODUCTS, LLC100.00UNITED STATESUNITED STATES
ETMOFINA100.00BELGIUMBELGIUM
FINANCIERE VALORGEST100.00FRANCEFRANCE
FINGESTVAL100.00FRANCEFRANCE
OMNIUM REINSURANCE COMPANY SA  100.00  SWITZERLAND SWITZERLAND
 PAN INSURANCE LIMITED100.00IRELANDIRELAND
SEPTENTRION PARTICIPATIONS100.00FRANCEFRANCE
SOCAP SASS.A.S.  100.00  FRANCE FRANCE
 SOCIETE CIVILE IMMOBILIERE CB2  100.00  FRANCE FRANCE
 SOFAX BANQUE  100.00  FRANCE FRANCE
 SOGAPAR100.00FRANCEFRANCE
TOTAL OVERSEAS HOLDING (PTY) LTD100.00SOUTH AFRICASOUTH AFRICA
TOTAL AFFILIATES CAPITAL USA INC100.00UNITED STATESUNITED STATES
TOTAL AMERICAN SERVICES INC100.00UNITED STATESUNITED STATES
TOTAL CAPITAL  100.00  FRANCE FRANCE
 TOTAL CAPITAL CANADA LTD.  100.00  CANADA CANADA
 TOTAL CAPITAL INTERNATIONAL  100.00  FRANCE FRANCE

F-106TOTAL S.A. Form 20-F 2014


Business segmentStatutory corporate name% Group
interest
MethodCountry of incorporationCountry of operations
TOTAL CORPORATE MANAGEMENT (BEIJING) COMPANY LIMITED100.00CHINACHINA
 TOTAL DELAWARE INC  100.00  UNITED STATES UNITED STATES
 TOTAL E&P HOLDINGS  100.00  FRANCE FRANCE
 TOTAL ENERGY VENTURES EUROPE100.00FRANCEFRANCE
TOTAL ENERGY VENTURES INTERNATIONAL100.00FRANCEFRANCE
TOTAL FINANCE  100.00  FRANCE FRANCE
 TOTAL FINANCE EXPLOITATIONCORPORATE SERVICES LIMITED  100.00  FRANCEUNITED KINGDOM FRANCEUNITED KINGDOM
 TOTAL FINANCE GLOBAL SERVICES SAS.A.  100.00  BELGIUM BELGIUM
TOTAL FINANCE INTERNATIONAL LTD100.00BERMUDABERMUDA
TOTAL FINANCE NEDERLAND B.V.100.00NETHERLANDSNETHERLANDS
 TOTAL FINANCE USA INC  100.00  UNITED STATES UNITED STATES
 TOTAL FUNDING NEDERLAND BVB.V.  100.00  THE NETHERLANDS THE NETHERLANDS
 TOTAL GESTION FILIALES  100.00  FRANCE FRANCE
 TOTAL GESTION USA100.00FRANCEFRANCE
TOTAL GLOBAL SERVICES100.00FRANCEFRANCE
TOTAL GLOBAL SERVICES BELGIUM S.A.99.80BELGIUMBELGIUM
TOTAL HOLDING ALLEMAGNE  100.00  FRANCE FRANCE
 TOTAL HOLDINGS EUROPE  100.00  FRANCE FRANCE
 TOTAL HOLDINGS UK LIMITED  100.00  UNITED KINGDOM UNITED KINGDOM
 TOTAL HOLDINGS USA INC  100.00  UNITED STATES UNITED STATES
 TOTAL INTERNATIONAL NV  100.00  THE NETHERLANDS THE NETHERLANDS
TOTAL NUCLEAIRE100.00FRANCEFRANCE
TOTAL OPERATIONS CANADA LTD100.00CANADACANADA
TOTAL PARTICIPATIONS100.00FRANCEFRANCE
 TOTAL PETROCHEMICALS & REFINING USA INC *INC*  100.00  UNITED STATES UNITED STATES
 TOTAL PETROCHEMICALS & REFINING SA/NV *NV*  100.00  BELGIUM BELGIUM
 TOTAL SAPETROCHEMICALS SECURITY USA INC  N/A100.00 UNITED STATESUNITED STATES
TOTAL RESOURCES (CANADA) LIMITED100.00CANADACANADA
TOTAL S.A.  FRANCE FRANCE
 TOTAL TREASURY  100.00  FRANCE FRANCE
  TOTAL UK FINANCE LTDLIMITED  100.00   UNITED KINGDOM UNITED KINGDOM

 

*Multi-segment entities

 

20132014 Form 20-F TOTAL S.A. F-97F-107


TOTAL

SUPPLEMENTAL OIL AND GAS INFORMATION (Unaudited)

 

1.Oil and gas information pursuant to FASB Accounting Standards Codification 932

Proved Reservesreserves estimates are calculated according to the Securities and Exchange Commission (SEC) Rule 4-10 of Regulation S-X set forth in the “Modernization of Oil and Gas Reporting” release (SEC Release n° 33-8995) and the FinancialFinancial. Accounting Standard Board (FASB) Accounting Standards Update regarding Extractive Activities Oil and Gas (ASC 932), which provide definitions and disclosure requirements.

Preparation of reserves estimates

1.1.Assessment process for reserves

The estimation of reserves is an ongoing process whichthat is done within affiliates by experienced geoscientists, engineers and economists under the supervision of each affiliate’s General Management. Staff 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. All of the Group’s proved reserves held in subsidiaries and equity affiliates are estimated within the affiliates of the Group, with the exception of the proved reserves held by the Russian equity affiliate OAO Novatek. The assessment of the net proved liquids and natural gas reserves of certain properties owned by OAO Novatek was completed as of December 31, 2014, in accordance with the standards applied by the Group, based on an independent third-party report of DeGolyer & MacNaughton. These independently assessed reserves account for 58% of OAO Novatek’s net proved reserves and 61% of the total net proved reserves TOTAL held in Russia as of December 31, 2014.

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 an 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.

An internal control process related to reserves estimation is well established within TOTALformalized and involves the following elements:

 

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 periodicallyin-depth technical review of reserves for each affiliate.

An annual review of affiliatesaffiliates’ 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 (“RVP”) of the Development division 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.

At the end of the annual review carried out by the Development Division,division, an SEC Reserves Committee chaired by the Exploration & Production Senior Vice President Corporate Affairs 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.

Exploration, Strategy and Legal Senior Vice Presidents, or their representatives, as well as the Chairman of the Technical Reserves Committee and the RVP of the Development division, approves the elements of the SEC reserve booking proposals concerning 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 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.

The reserves Vice-President (RVP)RVP of the Development division 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 current RVP has over thirty years of experience in the oil &and 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 fromInstitut National des Sciences Appliquées, Lyon, France, and a petroleum engineering degree from ÉcoleÉcole Nationale Supérieure du Pétrole et des Moteurs (IFP School), France. He is a member and a past Chairman of the Society of Petroleum Engineers Oil and Gas Reserves Committee and a member of the UNECE (United Nations Economic Commission for Europe) Expert Group on Resource Classification.

1.2.Proved developed reserves

As of December 31, 2014, proved developed reserves

At of oil and gas were 5,707 Mboe and represented 50% of the endproved reserves. As of December 31, 2013, proved developed reserves of oil and gas were 5,674 Mboe and represented 49% of the proved reserves. At the endAs of December 31, 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.

Over the past three years, the yearly average of proved developed reserves renewal has remained above 800700 Mboe, illustrating TOTAL’s ability to consistently transfer proved undeveloped reserves into developed status.

Proved undeveloped reserves

1.3.Proved undeveloped reserves

As of December 31, 2013,2014, TOTAL’s combined proved undeveloped reserves of oil and gas were 5,8525,817 Mboe as compared to 5,5795,852 Mboe at the end of 2012.2013. The net increasedecrease of 27336 Mboe of proved undeveloped reserves is due to the addition of 946648 Mboe of undeveloped reserves related to extensions and discoveries, the revision of -278-105 Mboe of previous estimates (partly resulting from a negative price effect in Canada), a net increasedecrease of 44153 Mboe due to acquisitions/divestitures, and the transferbooking of 439425 Mboe from proved undeveloped reserves to proved developed reserves. Negative revision of previous estimates results from a perimeter change in the gas feed of a LNG plant in Africa and the postponement of a debottlenecking phase and a performance study performed on a field located in America. In 2013,2014, the cost incurred to develop proved undeveloped reserves (PUDs) was15.0 $18.5 billion, which represents 83% of 20132014 development costs incurred, and was related to projects located for the most part in Angola, Australia, Canada, Congo, Gabon, Nigeria, Norway, Republic of the Congo and United Kingdom.

2014 Form 20-F TOTAL S.A.S-1


Approximately 51%49% of the Group’s proved undeveloped reserves are associated with producing projects and are located for the

S-1TOTAL S.A. Form 20-F 2013


most part in Canada, Kazakhstan, 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.levels. 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 itreserves have remained proved undeveloped for more than five years or the Group 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 20%18% of the Group’s proved undeveloped reserves and include 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 market and 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 the Congo, HP/HT fields in the United Kingdom, heavy oil projects in Venezuela and LNG projects in Qatar, Yemen, Nigeria and Indonesia.

The tables provided below are presented by the following geographic areas: Europe, Africa, the Americas, Middle East and Asia (including CIS)CIS, with specific figures shown for Russia).

ESTIMATED PROVED RESERVES OF OIL, BITUMEN AND GAS RESERVES

1.4.Estimated proved reserves of oil, bitumen and gas

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, 2014, 2013 2012 and 2011.2012.

Quantities shown correspond to proved developed and undeveloped reserves together with changes in quantities for 2014, 2013 2012 and 2011.2012.

The definitions used for proved, proved developed and proved undeveloped oil and gas reserves are in accordance with the revisedRule 4-10 of SEC Regulation S-X.

All references in the following tables to reserves or production are to the Group’s entire share of such reserves or production.

TOTAL’s worldwide proved reserves include the proved reserves of its consolidated subsidiaries as well as its proportionate share of the proved reserves of equity affiliates.

 

2013S-2TOTAL S.A. Form 20-F TOTAL S.A.S-22014


Changes in oil, bitumen and gas reserves

1.4.1.Changes in oil, bitumen and gas reserves

 

Proved developed and undeveloped reserves  Consolidated subsidiaries 

(in million barrels of oil equivalent)

  Europe  Africa  Americas  Middle
East
  Asia  Total 

Balance as of December 31, 2010

   1,706    3,371    1,540    574    1,099    8,290  

Revisions of previous estimates

   117    (61  (36  (68  (19  (67

Extensions, discoveries and other

   57    6            588    651  

Acquisitions of reserves in place

   44        309        2    355  

Sales of reserves in place

       (65              (65

Production for the year

   (187  (237  (75  (56  (93  (648

Balance as of December 31, 2011

   1,737    3,014    1,738    450    1,577    8,516  

Revisions of previous estimates

   64    65    7    (23  15    128  

Extensions, discoveries and other

   67    173    110    29    43    422  

Acquisitions of reserves in place

   32                    32  

Sales of reserves in place

   (38  (71  (8          (117

Production for the year

   (156  (261  (77  (34  (90  (618

Balance as of December 31, 2012

   1,706    2,920    1,770    422    1,545    8,363  

Revisions of previous estimates

   18    (97  44    11    48    24  

Extensions, discoveries and other

   12    20    135    2    227    396  

Acquisitions of reserves in place

                   132    132  

Sales of reserves in place

   (51      (51          (102

Production for the year

   (143  (243  (74  (31  (97  (588

Balance as of December 31, 2013

   1,542    2,600    1,824    404    1,855    8,225  

Minority interest in proved developed and undeveloped reserves as of

  

     

December 31, 2011

       98                98  

December 31, 2012

       99                99  

December 31, 2013

       159                159  
Proved developed and undeveloped reserves  Equity affiliates 
(in million barrels of oil equivalent)  Europe   Africa  Americas  Middle
East
  Asia  Total 

Balance as of December 31, 2010

        107    486    1,812        2,405  

Revisions of previous estimates

        (1  (8  (20      (29

Extensions, discoveries and other

                          

Acquisitions of reserves in place

                    779    779  

Sales of reserves in place

        (24  (4  (11      (39

Production for the year

        (4  (18  (152  (35  (209

Balance as of December 31, 2011

        78    456    1,629    744    2,907  

Revisions of previous estimates

        2    (39  5    78    46  

Extensions, discoveries and other

                    158    158  

Acquisitions of reserves in place

                    118    118  

Sales of reserves in place

                          

Production for the year

            (15  (146  (63  (224

Balance as of December 31, 2012

        80    402    1,488    1,035    3,005  

Revisions of previous estimates

        (3  (141  (3  33    (114

Extensions, discoveries and other

                14    622    636  

Acquisitions of reserves in place

                    117    117  

Sales of reserves in place

                    (92  (92

Production for the year

        (1  (13  (164  (73  (251

Balance as of December 31, 2013

        76    248    1,335    1,642    3,301  
Proved developed and undeveloped reserves  Consolidated subsidiaries 

(in million barrels of oil equivalent)

  Europe  Africa  Americas  Middle
East
  Asia
(excl.
Russia)
  Russia  Total 

Balance as of December 31, 2011

   1,737    3,014    1,738    45    1,553    24    8,516  

Revisions of previous estimates

   64    65    7    (23  9    6    128  

Extensions, discoveries and other

   67    173    110    29    40    3    422  

Acquisitions of reserves in place

   32                        32  

Sales of reserves in place

   (38  (71  (8              (117) 

Production for the year

   (156  (261  (77  (34  (87  (3  (618) 

Balance as of December 31, 2012

   1,706    2,920    1,770    422    1,515    30    8,363  

Revisions of previous estimates

   18    (97  44    11    48        24  

Extensions, discoveries and other

   12    20    135    2    226    1    396  

Acquisitions of reserves in place

                   132        132  

Sales of reserves in place

   (51      (51              (102) 

Production for the year

   (143  (243  (74  (31  (94  (3  (588) 

Balance as of December 31, 2013

   1,542    2,600    1,824    404    1,827    28    8,225  

Revisions of previous estimates

   31    48    (11  7    21    4    100  

Extensions, discoveries and other

   21    111    151    3    29        315  

Acquisitions of reserves in place

   1                        1  

Sales of reserves in place

   (26  (21          (206      (253) 

Production for the year

   (133  (240  (76  (32  (91  (3  (575) 

Balance as of December 31, 2014

   1,436    2,498    1,888    382    1,580    29    7,813  

Minority interest in proved developed and undeveloped
reserves as of

   

   

December 31, 2012

       99                    99  

December 31, 2013

       159                    159  

December 31, 2014

       146                    146  
Proved developed and undeveloped reserves  Equity affiliates 
(in million barrels of oil equivalent)  Europe   Africa  Americas  Middle
East
  Asia
(excl.
Russia)
   Russia  Total 

Balance as of December 31, 2011

        78    456    1,629         744    2,907  

Revisions of previous estimates

        2    (39  5         78    46  

Extensions, discoveries and other

                         158    158  

Acquisitions of reserves in place

                         118    118  

Sales of reserves in place

                               

Production for the year

            (15  (146       (63  (224

Balance as of December 31, 2012

        80    402    1,488         1,035    3,005  

Revisions of previous estimates

        (3  (141  (3       33    (114

Extensions, discoveries and other

                14         622    636  

Acquisitions of reserves in place

                         117    117  

Sales of reserves in place

                         (92  (92

Production for the year

        (1  (13  (164       (73  (251

Balance as of December 31, 2013

        76    248    1,335         1,642    3,301  

Revisions of previous estimates

        (2  2    (8       6    (2

Extensions, discoveries and other

                2         516    518  

Acquisitions of reserves in place

                         107    107  

Sales of reserves in place

                         (6  (6

Production for the year

        (1  (14  (110       (83  (208

Balance as of December 31, 2014

        73    236    1,219         2,182    3,710  

 

S-32014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013S-3


  Consolidated subsidiaries and equity affiliates   Consolidated subsidiaries and equity affiliates 
(in million barrels of oil equivalent)  Europe   Africa   Americas   Middle
East
   Asia   Total   Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 
As of December 31, 2011            

Proved developed and undeveloped reserves

   1,737     3,092     2,194     2,079     2,321     11,423  

Consolidated subsidiaries

   1,737     3,014     1,738     450     1,577     8,516  

Equity affiliates

        78     456     1,629     744     2,907  

Proved developed reserves

   894     1,660     647     1,869     976     6,046  

Consolidated subsidiaries

   894     1,639     524     371     321     3,749  

Equity affiliates

        21     123     1,498     655     2,297  

Proved undeveloped reserves

   843     1,432     1,547     210     1,345     5,377  

Consolidated subsidiaries

   843     1,375     1,214     79     1,256     4,767  

Equity affiliates

        57     333     131     89     610  
As of December 31, 2012                          

Proved developed and undeveloped reserves

   1,706     3,000     2,172     1,910     2,580     11,368     1,706     3,000     2,172     1,910     1,515     1,065     11,368  

Consolidated subsidiaries

   1,706     2,920     1,770     422     1,545     8,363     1,706     2,920     1,770     422     1,515     30     8,363  

Equity affiliates

        80     402     1,488     1,035     3,005          80     402     1,488          1,035     3,005  

Proved developed reserves

   827     1,584     616     1,718     1,044     5,789     827     1,584     616     1,718     290     754     5,789  

Consolidated subsidiaries

   827     1,563     475     349     313     3,527     827     1,563     475     349     290     23     3,527  

Equity affiliates

        21     141     1,369     731     2,262          21     141     1,369          731     2,262  

Proved undeveloped reserves

   879     1,416     1,556     192     1,536     5,579     879     1,416     1,556     192     1,225     311     5,579  

Consolidated subsidiaries

   879     1,357     1,295     73     1,232     4,836     879     1,357     1,295     73     1,225     7     4,836  

Equity affiliates

        59     261     119     304     743          59     261     119          304     743  
As of December 31, 2013                          

Proved developed and undeveloped reserves

   1,542     2,676     2,072     1,739     3,497     11,526     1,542     2,676     2,072     1,739     1,827     1,670     11,526  

Consolidated subsidiaries

   1,542     2,600     1,824     404     1,855     8,225     1,542     2,600     1,824     404     1,827     28     8,225  

Equity affiliates

        76     248     1,335     1,642     3,301          76     248     1,335          1,642     3,301  

Proved developed reserves

   766     1,469     540     1,577     1,322     5,674     766     1,469     540     1,577     539     783     5,674  

Consolidated subsidiaries

   766     1,452     452     330     560     3,560     766     1,452     452     330     539     21     3,560  

Equity affiliates

        17     88     1,247     762     2,114          17     88     1,247          762     2,114  

Proved undeveloped reserves

   776     1,207     1,532     162     2,175     5,852     776     1,207     1,532     162     1,288     887     5,852  

Consolidated subsidiaries

   776     1,148     1,372     74     1,295     4,665     776     1,148     1,372     74     1,288     7     4,665  

Equity affiliates

        59     160     88     880     1,187          59     160     88          880     1,187  
As of December 31, 2014              

Proved developed and undeveloped reserves

   1,436     2,571     2,124     1,601     1,580     2,211     11,523  

Consolidated subsidiaries

   1,436     2,498     1,888     382     1,580     29     7,813  

Equity affiliates

        73     236     1,219          2,182     3,710  

Proved developed reserves

   737     1,472     535     1,442     453     1,067     5,706  

Consolidated subsidiaries

   737     1,455     450     316     453     18     3,429  

Equity affiliates

        17     85     1,126          1,049     2,277  

Proved undeveloped reserves

   699     1,099     1,589     159     1,127     1,144     5,817  

Consolidated subsidiaries

   699     1,043     1,438     66     1,127     11     4,384  

Equity affiliates

        56     151     93          1,133     1,433  

 

2013S-4TOTAL S.A. Form 20-F TOTAL S.A.S-42014


1.4.2.Changes in oil reserves

Changes in oil reserves

The oilOil reserves include crude oil, condensates and natural gas liquids.liquids reserves.

 

Proved developed and undeveloped reserves  Consolidated subsidiaries   Consolidated subsidiaries 
(in millions of barrels)  Europe Africa Americas Middle
East
 Asia Total 

Balance as of December 31, 2010

   792    2,350    79    239    554    4,014  

Revisions of previous estimates

   49    (19  9    (33  (24  (18

Extensions, discoveries and other

   17    6    

  
      58    81  

Acquisitions of reserves in place

   42                    42  

Sales of reserves in place

       (57              (57

Production for the year

   (88  (185  (15  (25  (15  (328
(in million barrels)  Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 

Balance as of December 31, 2011

   812    2,095    73    181    573    3,734     812    2,095    73    181    553    20    3,734  

Revisions of previous estimates

   20    61    10    2    10    103     20    61    10    2    3    7    103  

Extensions, discoveries and other

   27    148    8    28    6    217     27    148    8    28    3    3    217  

Acquisitions of reserves in place

   7                    7     7                        7  

Sales of reserves in place

   (32  (45  (2          (79   (32  (45  (2              (79

Production for the year

   (72  (210  (12  (21  (14  (329   (72  (210  (12  (21  (11  (3  (329

Balance as of December 31, 2012

   762    2,049    77    190    575    3,653     762    2,049    77    190    548    27    3,653  

Revisions of previous estimates

   19    50    7    7    75    158     19    50    7    7    75        158  

Extensions, discoveries and other

   6    19    20    2    21    68     6    19    20    2    20    1    68  

Acquisitions of reserves in place

                   34    34                     34        34  

Sales of reserves in place

   (49      (6          (55   (49      (6              (55

Production for the year

   (60  (194  (12  (20  (16  (302   (60  (194  (12  (20  (13  (3  (302

Balance as of December 31, 2013

   678    1,924    86    179    689    3,556     678    1,924    86    179    664    25    3,556  

Minority interest in proved developed and undeveloped
reserves as of

   

     

December 31, 2011

       88                88  

December 31, 2012

       87                87  

December 31, 2013

       140                140  
Proved developed and undeveloped reserves  Equity affiliates 
(in millions of barrels)  Europe Africa Americas Middle
East
 Asia Total 

Balance as of December 31, 2010

       34    470    680        1,184  

Revisions of previous estimates

       2    (6  (12      (16   8    33    3    5    10    4    63  

Extensions, discoveries and other

                            3    101    14    3    2        123  

Acquisitions of reserves in place

                   51    51                               

Sales of reserves in place

       (22  (4  (12      (38   (11  (20          (32      (63

Production for the year

       (4  (17  (91  (3  (115   (60  (191  (15  (19  (12  (3  (300

Balance as of December 31, 2014

   618    1,847    88    168    632    26    3,379  

Minority interest in proved developed and undeveloped reserves as of

Minority interest in proved developed and undeveloped reserves as of

   

      

December 31, 2012

       87                    87  

December 31, 2013

       140                    140  

December 31, 2014

       128                    128  
Proved developed and undeveloped reserves  Equity affiliates 
(in million barrels)  Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 

Balance as of December 31, 2011

       10    443    565    48    1,066         10    443    565        48    1,066  

Revisions of previous estimates

       5    (40  5    9    (21       5    (40  5        9    (21

Extensions, discoveries and other

                   51    51                         51    51  

Acquisitions of reserves in place

                   11    11                         11    11  

Sales of reserves in place

                                                      

Production for the year

           (15  (93  (5  (113           (15  (93      (5  (113

Balance as of December 31, 2012

       15    388    477    114    994         15    388    477        114    994  

Revisions of previous estimates

       (3  (138  (6  (4  (151       (3  (138  (6      (4  (151

Extensions, discoveries and other

                   32    32                         32    32  

Acquisitions of reserves in place

                   13    13                         13    13  

Sales of reserves in place

                                                      

Production for the year

           (13  (99  (7  (119)��           (13  (99      (7  (119

Balance as of December 31, 2013

       12    237    372    148    769         12    237    372        148    769  

Revisions of previous estimates

       (5  2    (3      (3  (9

Extensions, discoveries and other

               3        81    84  

Acquisitions of reserves in place

                       9    9  

Sales of reserves in place

                       (1  (1

Production for the year

           (13  (51      (9  (73

Balance as of December 31, 2014

       7    226    321        225    779  

 

S-52014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013S-5


  Consolidated subsidiaries and equity affiliates   Consolidated subsidiaries and equity affiliates 
(in millions of barrels)  Europe   Africa   Americas   Middle
East
   Asia   Total 

As of December 31, 2011

            

Proved developed and undeveloped reserves

   812     2,105     516     746     621     4,800  

Consolidated subsidiaries

   812     2,095     73     181     573     3,734  

Equity affiliates

        10     443     565     48     1,066  

Proved developed reserves

   351     1,206     165     565     91     2,378  

Consolidated subsidiaries

   351     1,202     48     116     50     1,767  

Equity affiliates

        4     117     449     41     611  

Proved undeveloped reserves

   461     899     351     181     530     2,422  

Consolidated subsidiaries

   461     893     25     65     523     1,967  

Equity affiliates

        6     326     116     7     455  
(in million barrels)  Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

As of December 31, 2012

                          

Proved developed and undeveloped reserves

   761     2,065     465     667     689     4,647     762     2,064     465     667     548     141     4,647  

Consolidated subsidiaries

   761     2,050     77     190     575     3,653     762     2,049     77     190     548     27     3,653  

Equity affiliates

        15     388     477     114     994          15     388     477          114     994  

Proved developed reserves

   289     1,145     179     506     110     2,229     289     1,145     179     506     34     76     2,229  

Consolidated subsidiaries

   289     1,139     44     133     55     1,660     289     1,139     44     133     34     21     1,660  

Equity affiliates

        6     135     373     55     569          6     135     373          55     569  

Proved undeveloped reserves

   472     920     286     161     579     2,418     473     919     286     161     514     65     2,418  

Consolidated subsidiaries

   472     911     33     57     520     1,993     473     910     33     57     514     6     1,993  

Equity affiliates

        9     253     104     59     425          9     253     104          59     425  

As of December 31, 2013

                          

Proved developed and undeveloped reserves

   678     1,936     323     551     837     4,325     678     1,936     323     551     664     173     4,325  

Consolidated subsidiaries

   678     1,924     86     179     689     3,556     678     1,924     86     179     664     25     3,556  

Equity affiliates

        12     237     372     148     769          12     237     372          148     769  

Proved developed reserves

   274     1,068     128     419     304     2,193     274     1,068     128     419     216     88     2,193  

Consolidated subsidiaries

   274     1,064     45     119     235     1,737     274     1,064     45     119     216     19     1,737  

Equity affiliates

        4     83     300     69     456          4     83     300          69     456  

Proved undeveloped reserves

   404     868     195     132     533     2,132     404     868     195     132     448     85     2,132  

Consolidated subsidiaries

   404     860     41     60     454     1,819     404     860     41     60     448     6     1,819  

Equity affiliates

        8     154     72     79     313          8     154     72          79     313  

As of December 31, 2014

              

Proved developed and undeveloped reserves

   618     1.85     314     489     632     251     4,158  

Consolidated subsidiaries

   618     1.85     88     168     632     26     3,379  

Equity affiliates

        7     226     321          225     779  

Proved developed reserves

   263     1.07     136     377     200     136     2,181  

Consolidated subsidiaries

   263     1.07     54     117     200     16     1,715  

Equity affiliates

        4     82     260          120     466  

Proved undeveloped reserves

   355     785     178     112     432     115     1,977  

Consolidated subsidiaries

   355     782     34     51     432     10     1,664  

Equity affiliates

        3     144     61          105     313  

 

2013S-6TOTAL S.A. Form 20-F TOTAL S.A.S-62014


Changes in bitumen reserves

1.4.3.Changes in bitumen reserves

 

Proved developed and undeveloped reserves  Consolidated subsidiaries   Consolidated subsidiaries 
(in millions of barrels)  Europe   Africa   Americas Middle
East
   Asia   Total 

Balance as of December 31, 2010

             789              789  

Revisions of previous estimates

             (109            (109

Extensions, discoveries and other

                             

Acquisitions of reserves in place

             308              308  

Sales of reserves in place

                             

Production for the year

             (4            (4
(in million barrels)  Europe   Africa   Americas Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

Balance as of December 31, 2011

             984              984               984                   984  

Revisions of previous estimates

             43              43               43                   43  

Extensions, discoveries and other

             15              15               15                   15  

Acquisitions of reserves in place

                                                               

Sales of reserves in place

                                                               

Production for the year

             (4            (4             (4                 (4

Balance as of December 31, 2012

             1,038              1,038               1,038                   1,038  

Revisions of previous estimates

             2              2               2                   2  

Extensions, discoveries and other

             53              53               53                   53  

Acquisitions of reserves in place

                                                               

Sales of reserves in place

                                                               

Production for the year

             (5            (5             (5                 (5

Balance as of December 31, 2013

             1,088              1,088               1,088                   1,088  

Revisions of previous estimates

             (25                 (25

Extensions, discoveries and other

             87                   87  

Acquisitions of reserves in place

                                  

Sales of reserves in place

                                  

Production for the year

             (5                 (5

Balance as of December 31, 2014

             1,145                   1,145  

Proved developed reserves as of

                        

December 31, 2011

             21              21  

December 31, 2012

             18              18               18                   18  

December 31, 2013

             15              15               15                   15  

December 31, 2014

             17                   17  

Proved undeveloped reserves as of

                        

December 31, 2011

             963              963  

December 31, 2012

             1,020              1,020               1,020                   1,020  

December 31, 2013

             1,073              1,073               1,073                   1,073  

December 31, 2014

             1,128                   1,128  

There are no bitumen reserves for equity affiliates.

There are no minority interests for bitumen reserves.

 

S-72014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013S-7


Changes in gas reserves

1.4.4.Changes in gas reserves

 

Proved developed and undeveloped reserves Consolidated subsidiaries   Consolidated subsidiaries 
(in billion cubic feet) Europe Africa Americas Middle
East
 Asia Total   Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 

Balance as of December 31, 2010

  4,962    5,314    3,806    1,867    3,194    19,143  

Revisions of previous estimates

  358    (216  367    (180  1    330  

Extensions, discoveries and other

  211                2,824    3,035  

Acquisitions of reserves in place

  11        7        13    31  

Sales of reserves in place

      (46              (46

Production for the year

  (528  (259  (317  (169  (445  (1,718

Balance as of December 31, 2011

  5,014    4,793    3,863    1,518    5,587    20,775     5,014    4,793    3,863    1,518    5,569    18    2,078  

Revisions of previous estimates

  268    31    (278  (132  15    (96   268    31    (278  (132  15        (96

Extensions, discoveries and other

  216    127    478    6    195    1,022     216    127    478    6    195        1,022  

Acquisitions of reserves in place

  138                    138     138                        138  

Sales of reserves in place

  (30  (173  (35          (238   (30  (173  (35       ��      (238

Production for the year

  (462  (257  (337  (75  (433  (1,564   (462  (257  (337  (75  (432  (1  (1,564

Balance as of December 31, 2012

  5,144    4,521    3,691    1,317    5,364    20,037     5,144    4,521    3,691    1,317    5,347    17    20,037  

Revisions of previous estimates

  (6  (887  199    29    (186  (851   (6  (887  199    29    (186      (851

Extensions, discoveries and other

  27    12    336        1,074    1,449     27    12    336        1,074        1,449  

Acquisitions of reserves in place

  1                506    507     1                506        507  

Sales of reserves in place

  (13      (243          (256   (13      (243              (256

Production for the year

  (450  (248  (320  (68  (458  (1,544   (450  (248  (320  (68  (457  (1  (1,544

Balance as of December 31, 2013

  4,703    3,398    3,663    1,278    6,300    19,342     4,703    3,398    3,663    1,278    6,284    16    19,342  

Minority interest in proved developed and undeveloped reserves as of

  

December 31, 2011

      62                62  

December 31, 2012

      57                57  

December 31, 2013

      87                87  
Proved developed and undeveloped reserves Equity affiliates 
(in billion cubic feet) Europe Africa Americas Middle
East
 Asia Total 

Balance as of December 31, 2010

      390    91    6,164        6,645  

Revisions of previous estimates

      (16  (10  (31      (57   129    86    54    7    69        345  

Extensions, discoveries and other

                           99    56    296    1    154        606  

Acquisitions of reserves in place

                  3,865    3,865     6                        6  

Sales of reserves in place

      (10              (10   (97  (6          (941      (1,044

Production for the year

      (1  (2  (331  (167  (501   (398  (250  (320  (68  (451  (1  (1,488

Balance as of December 31, 2014

   4,442    3,284    3,693    1,218    5,115    15    17,767  

Minority interest in proved developed and undeveloped
reserves as of

Minority interest in proved developed and undeveloped
reserves as of

   

 

December 31, 2012

       57                    57  

December 31, 2013

       87                    87  

December 31, 2014

       91                    91  
Proved developed and undeveloped reserves  Equity affiliates 
(in billion cubic feet)  Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 

Balance as of December 31, 2011

      363    79    5,802    3,698    9,942         363    79    5,802        3,698    9,942  

Revisions of previous estimates

      (21  5    (4  366    346         (21  5    (4      366    346  

Extensions, discoveries and other

                  578    578                         578    578  

Acquisitions of reserves in place

                  568    568                         568    568  

Sales of reserves in place

                                                     

Production for the year

      (1  (2  (287  (304  (594       (1  (2  (287      (304  (594

Balance as of December 31, 2012

      341    82    5,511    4,906    10,840         341    82    5,511        4,906    10,840  

Revisions of previous estimates

      8    (18  16    191    197         8    (18  16        191    197  

Extensions, discoveries and other

              77    3,209    3,286                 77        3,209    3,286  

Acquisitions of reserves in place

                  553    553                         553    553  

Sales of reserves in place

                  (485  (485                       (485  (485

Production for the year

      (6  (2  (354  (345  (707       (6  (2  (354      (345  (707

Balance as of December 31, 2013

      343    62    5,250    8,029    13,684         343    62    5,250        8,029    13,684  

Revisions of previous estimates

       17    2    (25      50    44  

Extensions, discoveries and other

                       2,328    2,328  

Acquisitions of reserves in place

                       521    521  

Sales of reserves in place

                       (28  (28

Production for the year

       (4  (2  (328      (392  (726

Balance as of December 31, 2014

       356    62    4,897        10,508    15,823  

 

2013S-8TOTAL S.A. Form 20-F TOTAL S.A.S-82014


  Consolidated subsidiaries and equity affiliates   Consolidated subsidiaries and equity affiliates 
(in billion cubic feet)  Europe   Africa   Americas   Middle
East
   Asia   Total   Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

As of December 31, 2011

            

Proved developed and undeveloped reserves

   5,014     5,156     3,942     7,320     9,285     30,717  

Consolidated subsidiaries

   5,014     4,793     3,863     1,518     5,587     20,775  

Equity affiliates

        363     79     5,802     3,698     9,942  

Proved developed reserves

   2,943     2,308     2,600     7,170     4,854     19,875  

Consolidated subsidiaries

   2,943     2,216     2,567     1,450     1,594     10,770  

Equity affiliates

        92     33     5,720     3,260     9,105  

Proved undeveloped reserves

   2,071     2,848     1,342     150     4,431     10,842  

Consolidated subsidiaries

   2,071     2,577     1,296     68     3,993     10,005  

Equity affiliates

        271     46     82     438     837  

As of December 31, 2012

                          

Proved developed and undeveloped reserves

   5,144     4,862     3,773     6,828     10,270     30,877     5,144     4,862     3,773     6,828     5,347     4,923     30,877  

Consolidated subsidiaries

   5,144     4,521     3,691     1,317     5,364     20,037     5,144     4,521     3,691     1,317     5,347     17     20,037  

Equity affiliates

        341     82     5,511     4,906     10,840          341     82     5,511          4,906     10,840  

Proved developed reserves

   2,927     2,192     2,356     6,656     5,115     19,246     2,927     2,192     2,356     6,656     1,513     3,602     19,246  

Consolidated subsidiaries

   2,927     2,110     2,316     1,240     1,526     10,119     2,927     2,110     2,316     1,240     1,513     13     10,119  

Equity affiliates

        82     40     5,416     3,589     9,127          82     40     5,416          3,589     9,127  

Proved undeveloped reserves

   2,217     2,670     1,417     172     5,155     11,631     2,217     2,670     1,417     172     3,834     1,321     11,631  

Consolidated subsidiaries

   2,217     2,411     1,375     77     3,838     9,918     2,217     2,411     1,375     77     3,834     4     9,918  

Equity affiliates

        259     42     95     1,317     1,713          259     42     95          1,317     1,713  

As of December 31, 2013

                          

Proved developed and undeveloped reserves

   4,703     3,741     3,725     6,528     14,329     33,026     4,703     3,741     3,725     6,528     6,284     8,045     33,026  

Consolidated subsidiaries

   4,703     3,398     3,663     1,278     6,300     19,342     4,703     3,398     3,663     1,278     6,284     16     19,342  

Equity affiliates

        343     62     5,250     8,029     13,684          343     62     5,250          8,029     13,684  

Proved developed reserves

   2,687     2,009     2,240     6,366     5,514     18,816     2,687     2,009     2,240     6,366     1,821     3,693     18,816  

Consolidated subsidiaries

   2,687     1,937     2,210     1,210     1,834     9,878     2,687     1,937     2,210     1,210     1,821     13     9,878  

Equity affiliates

        72     30     5,156     3,680     8,938          72     30     5,156          3,680     8,938  

Proved undeveloped reserves

   2,016     1,732     1,485     162     8,815     14,210     2,016     1,732     1,485     162     4,463     4,352     14,210  

Consolidated subsidiaries

   2,016     1,461     1,453     68     4,466     9,464     2,016     1,461     1,453     68     4,463     3     9,464  

Equity affiliates

        271     32     94     4,349     4,746          271     32     94          4,349     4,746  

As of December 31, 2014

              

Proved developed and undeveloped reserves

   4,442     3,640     3,755     6,115     5,115     10,523     33,590  

Consolidated subsidiaries

   4,442     3,284     3,693     1,218     5,115     15     17,767  

Equity affiliates

        356     62     4,897          10,508     15,823  

Proved developed reserves

   2,578     2,019     2,167     5,866     1,444     4,959     19,033  

Consolidated subsidiaries

   2,578     1,952     2,145     1,144     1,444     9     9,272  

Equity affiliates

        67     22     5          4,950     9,761  

Proved undeveloped reserves

   1,864     1,621     1,588     249     3,671     5,564     14,557  

Consolidated subsidiaries

   1,864     1,332     1,548     74     3,671     6     8,495  

Equity affiliates

        289     40     175          5,558     6,062  

 

S-92014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013S-9


RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES

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.

 

  Consolidated subsidiaries    Consolidated subsidiaries 
(in millions of euros)  Europe Africa Americas Middle
East
 Asia Total 

2011

       

Non-Group sales

   3,116    3,188    776    1,159    3,201    11,440  
Group sales   7,057    11,365    764    737    712    20,635  
(M$)(M$)  Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 

2012

         

Revenues

 

Non-Group sales

   2,552    5,638    1,244    929    4,508        14,871  
 Group sales   8,809    17,268    820    1,298    750    265    29,210  

Total Revenues

   10,173    14,553    1,540    1,896    3,913    32,075  

Total Revenues

   11,361    22,906    2,064    2,227    5,258    265    44,081  

Production costs

   (1,235  (1,179  (250  (286  (304  (3,254

Production costs

   (1,693  (1,853  (381  (437  (469  (39  (4,872

Exploration expenses

   (343  (323  (48  (11  (294  (1,019

Exploration expenses

   (620  (469  (436  (23  (306  (3  (1,857

Depreciation, depletion and amortization and valuation allowances

   (1,336  (1,845  (352  (278  (791  (4,602

Depreciation, depletion and amortization and valuation allowances

   (2,551  (3,308  (2,002  (588  (1,130  (75  (9,654

Other expenses(a)

   (307  (1,181  (274  (276  (95  (2,133

Other expenses(a)

Other expenses(a)

   (419  (1,742  (496  (204  (133  (31  (3,025

Pre-tax income from producing activities

   6,952    10,025    616    1,045    2,429    21,067  

Pre-tax income from producing activities

   6,078    15,534    (1,251  975    3,220    117    24,673  

Income tax

   (5,059  (6,484  (293  (465  (1,302  (13,603

Income tax

   (4,469  (9,485  291    (496  (1,572  (53  (15,784

Results of oil and gas producing activities

   1,893    3,541    323    580    1,127    7,464  

Results of oil and gas producing activities

   1,609    6,049    (960  479    1,648    64    8,889  

2012

       
Non-Group sales   1,986    4,388    968    723    3,509    11,574  
Group sales   6,857    13,440    639    1,010    790    22,736  

2013

         
Revenues Non-Group sales   2,170    4,575    1,331    1,079    4,626        13,781  
 Group sales   7,749    16,072    808    901    742    268    26,540  

Total Revenues

   8,843    17,828    1,607    1,733    4,299    34,310  

Total Revenues

   9,919    20,647    2,139    1,980    5,368    268    40,321  

Production costs

   (1,318  (1,442  (297  (340  (395  (3,792

Production costs

   (1,762  (1,974  (415  (498  (546  (39  (5,234

Exploration expenses

   (483  (365  (339  (18  (241  (1,446

Exploration expenses

   (483  (583  (539  (165  (395  (4  (2,169

Depreciation, depletion and amortization and valuation allowances

   (1,986  (2,574  (1,558  (458  (938  (7,514

Depreciation, depletion and amortization and valuation allowances

   (1,817  (3,433  (1,214  (725  (1,607  (85  (8,881

Other expenses(a)

   (326  (1,356  (386  (159  (128  (2,355

Other expenses(a)

Other expenses(a)

   (493  (1,578  (434  (106  (149  (33  (2,793

Pre-tax income from producing activities

   4,730    12,091    (973  758    2,597    19,203  

Pre-tax income from producing activities

   5,364    13,079    (463  486    2,671    107    21,244  

Income tax

   (3,478  (7,383  226    (386  (1,264  (12,285

Income tax

   (3,621  (8,281  56    (419  (1,362  (46  (13,673

Results of oil and gas producing activities

   1,252    4,708    (747  372    1,333    6,918  

Results of oil and gas producing activities

   1,743    4,798    (407  67    1,309    61    7,571  

2013

   
Non-Group sales   1,634    3,445    1,003    812    3,483    10,377  
Group sales   5,834    12,101    608    679    761    19,983  

2014

    
Revenues Non-Group sales   2,073    3,561    1,195    804    4,423        12,056  
 Group sales   5,966    13,386    971    972    742    236    22,273  

Total Revenues

   7,468    15,546    1,611    1,491    4,244    30,360  

Total Revenues

   8,039    16,947    2,166    1,776    5,165    236    34,329  

Production costs

   (1,327  (1,486  (313  (375  (440  (3,941

Production costs

   (1,729  (2,221  (466  (503  (738  (44  (5,701

Exploration expenses

   (363  (439  (406  (124  (301  (1,633

Exploration expenses

   (617  (631  (183  (144  (381  (9  (1,965

Depreciation, depletion and amortization and valuation allowances

   (1,368  (2,585  (914  (546  (1,274  (6,687

Depreciation, depletion and amortization and valuation allowances

   (1,988  (4,750  (5,717  (545  (2,058  (97  (15,155

Other expenses(a)

   (371  (1,188  (327  (80  (137  (2,103

Other expenses(a)

Other expenses(a)

   (419  (1,375  (402  (114  (167  (29  (2,506

Pre-tax income from producing activities

   4,039    9,848    (349  366    2,092    15,996  

Pre-tax income from producing activities

   3,286    7,970    (4,602  470    1,821    57    9,002  

Income tax

   (2,726  (6,235  42    (316  (1,061  (10,296

Income tax

   (1,683  (6,066  882    (334  (1,159  (32  (8,392

Results of oil and gas producing activities

   1,313    3,613    (307  50    1,031    5,700  

Results of oil and gas producing activities

   1,603    1,904    (3,720  136    662    25    610  

 

(a)

IncludedIncluding production taxes and accretion expense as provided for by IAS 37 (338($502 million in 2011,3912012, $566 million in 2012,4262013, $526 million in 2013).2014)

 

2013S-10TOTAL S.A. Form 20-F TOTAL S.A.S-102014


  Equity affiliates    Equity affiliates 
(in millions of euros)  Europe   Africa Americas Middle
East
 Asia Total 

2011

        

Non-Group sales

        26    15    1,080    256    1,377  
Group sales            831    6,804        7,635  

Total Revenues

        26    846    7,884    256    9,012  

Production costs

        (7  (48  (250  (28  (333

Exploration expenses

                    (4  (4

Depreciation, depletion and amortization and valuation allowances

        (7  (44  (225  (109  (385

Other expenses

            (550  (6,101  (36  (6,687

Pre-tax income from producing activities

        12    204    1,308    79    1,603  

Income tax

            (95  (285  (34  (414

Results of oil and gas producing activities

        12    109    1,023    45    1,189  
(M$)(M$)  Europe   Africa Americas Middle
East
 Asia
(excl.
Russia)
   Russia Total 

2012

                   
Non-Group sales                1,085    780    1,865  

Group sales

            1,234    7,850    (323  8,761  

Revenues

 

Non-Group sales

                1,394         1,002    2,396  
 Group sales            1,586    10,086         (416  11,256  

Total Revenues

            1,234    8,935    457    10,626  

Total Revenues

            1,586    11,480         586    13,652  

Production costs

            (125  (289  (88  (502

Production costs

            (161  (371       (113  (645

Exploration expenses

                    (3  (3

Exploration expenses

                         (4  (4

Depreciation, depletion and amortization and valuation allowances

            (60  (299  (227  (586

Depreciation, depletion and amortization and valuation allowances

            (77  (385       (291  (753

Other expenses

            (754  (6,924  (54  (7,732

Other expenses

            (969  (8,896       (68  (9,933

Pre-tax income from producing activities

            295    1,423    85    1,803  

Pre-tax income from producing activities

            379    1,828         110    2,317  

Income tax

            (63  (303  (51  (417

Income tax

            (80  (390       (66  (536

Results of oil and gas producing activities

            232    1,120    34    1,386  

Results of oil and gas producing activities

            299    1,438         44    1,781  

2013

                   

Non-Group sales

                1,521    569    2,090  

Group sales

            752    7,748    10    8,510  
Revenues Non-Group sales                2,020         756    2,776  
 Group sales            999    10,289         14    11,302  

Total Revenues

            752  �� 9,269    579    10,600  

Total Revenues

            999    12,309         770    14,078  

Production costs

            (81  (362  (41  (484

Production costs

            (107  (481       (55  (643

Exploration expenses

                    (2  (2

Exploration expenses

                         (3  (3

Depreciation, depletion and amortization and valuation allowances

            (34  (350  (194  (578

Depreciation, depletion and amortization and valuation allowances

            (45  (464       (259  (768

Other expenses

            (481  (6,741  (91  (7,313

Other expenses

            (639  (8,952       (121  (9,712

Pre-tax income from producing activities

            156    1,816    251    2,223  

Pre-tax income from producing activities

            208    2,412         332    2,952  

Income tax

            (77  (410  (83  (570

Income tax

            (103  (545       (109  (757

Results of oil and gas producing activities

            79    1,406    168    1,653  

Results of oil and gas producing activities

            105    1,867         223    2,195  

2014

          
Revenues Non-Group sales                2,094         1,117    3,211  
 Group sales        (21  885    4,854         (249  5,469  

Total Revenues

Total Revenues

        (21  885    6,948         868    8,680  

Production costs

Production costs

            (123  (311       (121  (555

Exploration expenses

Exploration expenses

                         (1  (1

Depreciation, depletion and amortization and valuation allowances

Depreciation, depletion and amortization and valuation allowances

            (87  (304       (54  (445

Other expenses

Other expenses

            (537  (3,806       (142  (4,485

Pre-tax income from producing activities

Pre-tax income from producing activities

        (21  138    2,527         550    3,194  

Income tax

Income tax

            (207  (689       (140  (1,036

Results of oil and gas producing activities

Results of oil and gas producing activities

        (21  (69  1,838         410    2,158  

 

S-112014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013S-11


COST INCURRED

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.

 

  Consolidated subsidiaries   Consolidated subsidiaries 

(in millions of euros)

  Europe   Africa   Americas   Middle
East
   Asia Total 

2011

           

Proved property acquisition

   298     10     413     2     251    974  

Unproved property acquisition

   1     397     1,692     3     14    2,107  

Exploration costs

   505     384     254     17     417    1,577  

Development costs(a)

   2,352     3,895     1,314     329     2,823    10,713  

Total cost incurred

   3,156     4,686     3,673     351     3,505    15,371  
(M$)  Europe   Africa   Americas   Middle
East
 Asia
(excl.
Russia)
   Russia Total 

2012

                       

Proved property acquisition

   202     27               12    241     259     35              16         310  

Unproved property acquisition

   40     1,362     384     176     26    1,988     52     1,749     494     226    33         2,554  

Exploration costs

   598     578     571     35     340    2,122     768     742     734     45    434     3    2,726  

Development costs(a)

   3,183     4,330     1,830     307     3,331    12,981     4,090     5,563     2,351     394    4,172     107    16,677  

Total cost incurred

   4,023     6,297     2,785     518     3,709    17,332     5,169     8,089     3,579     665    4,655     110    22,267  

2013

                       

Proved property acquisition

        131          2     367    500          175          3    487         665  

Unproved property acquisition

   13     386     1,584     64     64    2,111     17     512     2,105     85    85         2,804  

Exploration costs

   511     669     441     174     408    2,203     679     889     585     231    538     4    2,926  

Development costs(a)

   3,945     6,434     2,403     349     4,212    17,343     5,239     8,545     3,191     464    5,447     147    23,033  

Total cost incurred

   4,469     7,620     4,428     589     5,051    22,157     5,935     10,121     5,881     783    6,557     151    29,428  
  Equity affiliates 

(in millions of euros)

  Europe   Africa   Americas   Middle
East
   Asia Total 

2011

           

2014

            

Proved property acquisition

                       2,691    2,691     57     17          (1  32         105  

Unproved property acquisition

                       1,116    1,116     17     69     544     7    66         703  

Exploration costs

             2              2     466     1,057     375     228    485     9    2,620  

Development costs(a)

        2     106     314     939    1,361     4,495     8,126     3,468     478    4,308     116    20,991  

Total cost incurred

        2     108     314     4,746    5,170     5,035     9,269     4,387     712    4,891     125    24,419  
Group’s share of costs of property acquisition,
exploration and development
  Equity affiliates 
(M$)  Europe   Africa   Americas   Middle
East
 Asia
(excl.
Russia)
   Russia Total 

2012

                       

Proved property acquisition

                       238    238                             306    306  

Unproved property acquisition

                       (22  (22                           (28  (28

Exploration costs

                                                              

Development costs(a)

             167     380     202    749               214     488         259    961  

Total cost incurred

             167     380     418    965               214     488         537    1,239  

2013

                       

Proved property acquisition

                       206    206                             274    274  

Unproved property acquisition

                       106    106                             141    141  

Exploration costs

                                                              

Development costs(a)

             128     345     241    714               170     458         319    947  

Total cost incurred

             128     345     553    1,026               170     458         734    1,362  

2014

            

Proved property acquisition

                           246    246  

Unproved property acquisition

                           32    32  

Exploration costs

                                 

Development costs(a)

             195     500         692    1,387  

Total cost incurred

             195     500         970    1,665  

 

(a)

Including asset retirement costs capitalized during the year and any gains or losses recognized upon settlement of asset retirement obligation during the year.

 

2013S-12TOTAL S.A. Form 20-F TOTAL S.A.S-122014


CAPITALIZED COSTS RELATED TO OIL AND GAS PRODUCING ACTIVITIES

1.7.Capitalized costs related to oil and gas producing activities

Capitalized costs represent the amountsamount of capitalized proved and unproved property costs, including support equipment and facilities, along with the related accumulated depreciation, depletion and amortization. The following tables do not include capitalized costs related to oil and gas transportation and LNG liquefaction and transportation activities.

 

   Consolidated subsidiaries 

(in millions of euros)

  Europe  Africa  Americas  Middle
East
  Asia  Total 
As of December 31, 2011       

Proved properties

   34,308    37,032    8,812    6,229    17,079    103,460  

Unproved properties

   460    1,962    4,179    62    911    7,574  

Total capitalized costs

   34,768    38,994    12,991    6,291    17,990    111,034  

Accumulated depreciation, depletion and amortization

   (24,047  (18,642  (2,294  (4,274  (5,066  (54,323

Net capitalized costs

   10,721    20,352    10,697    2,017    12,924    56,711  

As of December 31, 2012

       

Proved properties

   35,456    40,562    10,108    6,408    20,463    112,997  

Unproved properties

   543    3,184    4,324    248    612    8,911  

Total capitalized costs

   35,999    43,746    14,432    6,656    21,075    121,908  

Accumulated depreciation, depletion and amortization

   (23,660  (20,364  (3,219  (4,648  (5,872  (57,763

Net capitalized costs

   12,339    23,382    11,213    2,008    15,203    64,145  

As of December 31, 2013

       

Proved properties

   36,482    44,760    10,878    6,483    23,869    122,472  

Unproved properties

   644    3,661    5,715    349    814    11,183  

Total capitalized costs

   37,126    48,421    16,593    6,832    24,683    133,655  

Accumulated depreciation, depletion and amortization

   (23,354  (21,955  (3,814  (4,961  (6,844  (60,928

Net capitalized costs

   13,772    26,466    12,779    1,871    17,839    72,727  

   Equity affiliates    Consolidated subsidiaries 

(in millions of euros)

  Europe   Africa   Americas Middle
East
 Asia Total 

As of December 31, 2011

         

Proved properties

             731    3,496    3,973    8,200  

Unproved properties

                     1,146    1,146  

Total capitalized costs

             731    3,496    5,119    9,346  

Accumulated depreciation, depletion and amortization

             (96  (2,337  (213  (2,646

Net capitalized costs

             635    1,159    4,906    6,700  
(M$)  Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 

As of December 31, 2012

                 

Proved properties

             1,049    3,637    4,074    8,760     46,781    53,517    13,336    8,455    26,196    803    149,088  

Unproved properties

                     1,118    1,118     717    4,200    5,706    327    808        11,758  

Total capitalized costs

             1,049    3,637    5,192    9,878     47,498    57,717    19,042    8,782    27,004    803    160,846  

Accumulated depreciation, depletion and amortization

             (177  (2,540  (457  (3,174   (31,217  (26,868  (4,247  (6,133  (7,433  (314  (76,212

Net capitalized costs

             872    1,097    4,735    6,704     16,281    30,849    14,795    2,649    19,571    489    84,634  

As of December 31, 2013

                 

Proved properties

             891    3,939    4,567    9,397     50,313    61,728    15,002    8,941    31,968    950    168,902  

Unproved properties

                     1,224    1,224     888    5,049    7,881    481    1,123        15,422  

Total capitalized costs

             891    3,939    5,791    10,621     51,201    66,777    22,883    9,422    33,091    950    184,324  

Accumulated depreciation, depletion and amortization

             (161  (2,911  (646  (3,718   (32,208  (30,278  (5,259  (6,842  (9,040  (399  (84,026

Net capitalized costs

             730    1,028    5,145    6,903     18,993    36,499    17,624    2,580    24,051    551    100,298  

As of December 31, 2014

        

Proved properties

   46,444    69,277    17,774    8,115    35,169    1,066    177,845  

Unproved properties

   628    5,045    8,309    566    1,730        16,278  

Total capitalized costs

   4,707    74,322    26,083    8,681    36,899    1,066    194,123  

Accumulated depreciation, depletion and amortization

   (28,748  (34,438  (10,657  (6,304  (11,005  (496  (91,648

Net capitalized costs

   18,324    39,884    15,426    2,377    25,894    570    102,475  
  Equity affiliates 
(M$)  Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 
As of December 31, 2012        

Proved properties

           1,384    4,799        5,376    11,559  

Unproved properties

                       1,474    1,474  

Total capitalized costs

           1,384    4,799        6,850    13,033  

Accumulated depreciation, depletion and amortization

           (234  (3,352      (603  (4,189

Net capitalized costs

           1,150    1,447        6,247    8,844  

As of December 31, 2013

        

Proved properties

           1,228    5,433        6,299    12,960  

Unproved properties

                       1,870    1,687  

Total capitalized costs

           1,228    5,433        7,986    14,647  

Accumulated depreciation, depletion and amortization

           (221  (4,015      (890  (5,126

Net capitalized costs

           1,007    1,418        7,096    9,521  

As of December 31, 2014

        

Proved properties

           1,411    5,916        4,347    11,674  

Unproved properties

                       895    895  

Total capitalized costs

           1,411    5,916        5,242    12,569  

Accumulated depreciation, depletion and amortization

           (310  (4,764      (635  (5,709

Net capitalized costs

           1,101    1,152        4,607    6,860  

 

S-132014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013S-13


STANDARDIZED MEASURE OF

DISCOUNTED FUTURE NET CASH FLOWS

(EXCLUDING TRANSPORTATION)

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:

 

estimates of proved reserves and the corresponding production profiles are based on existing technical and economic conditions;

the estimated future cash flows are determined based on prices used in estimating the Group’s proved oil and gas reserves;

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;

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

future net cash flows are discounted at a standard discount rate of 10 percent.

estimates of proved reserves and the corresponding production profiles are based on existing technical and economic conditions;

the estimated future cash flows are determined based on prices used in estimating the Group’s proved oil and gas reserves;

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;

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

future net cash flows are discounted at a standard discount rate of 10 percent.

These principles applied are those required by ASC 932 and do not reflect the expectations of real revenues from these reserves, nor their present value; hence, they do not constitute criteria for investment decisions. An estimate of the fair value of reserves should also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs and a discount factor more representative of the time value of money and the risks inherent in reserves estimates.

 

 Consolidated subsidiaries  Consolidated subsidiaries 

(in millions of euros)

 Europe Africa Americas Middle
East
 Asia Total 

As of December 31, 2011

      

Future cash inflows

  85,919    167,367    53,578    14,297    67,868    389,029  

Future production costs

  (18,787  (31,741  (22,713  (3,962  (12,646  (89,849

Future development costs

  (21,631  (22,776  (11,548  (3,110  (11,044  (70,109

Future income taxes

  (28,075  (71,049  (4,361  (2,794  (12,963  (119,242

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  
(M$) Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 

As of December 31, 2012

             

Future cash inflows

  93,215    177,392    58,140    16,474    70,985    416,206    120,136    228,622    74,932    21,231    88,907    2,578    536,406  

Future production costs

  (20,337  (39,091  (25,824  (5,213  (15,218  (105,683  (26,210  (50,380  (33,282  (6,719  (17,980  (1,633  (136,204

Future development costs

  (24,490  (28,896  (12,949  (3,807  (10,954  (81,096  (31,563  (37,242  (16,689  (4,906  (13,504  (613  (104,517

Future income taxes

  (27,393  (68,017  (4,456  (2,732  (12,641  (115,239  (35,305  (87,660  (5,743  (3,521  (16,054  (237  (148,520

Future net cash flows, after income taxes

  20,995    41,388    14,911    4,722    32,172    114,188    27,058    53,340    19,218    6,085    41,369    95    147,165  

Discount at 10%

  (10,549  (17,731  (11,608  (2,227  (19,969  (62,084  (13,596  (22,851  (14,960  (2,870  (25,743  7    (80,013

Standardized measure of discounted future net cash flows

  10,446    23,657    3,303    2,495    12,203    52,104    13,462    30,489    4,258    3,215    15,626    102    67,152  

As of December 31, 2013

             

Future cash inflows

  80,779    155,371    59,517    14,660    72,297    382,624    106,968    205,741    78,813    19,413    93,404    2,332    506,671  

Future production costs

  (18,859  (38,160  (27,316  (5,249  (15,106  (104,690  (24,973  (50,531  (36,172  (6,950  (18,548  (1,456  (138,630

Future development costs

  (23,058  (25,951  (14,231  (3,234  (12,910  (79,384  (30,534  (34,364  (18,844  (4,282  (1,657  (526  (105,120

Future income taxes

  (20,621  (55,303  (3,919  (2,288  (11,453  (93,584  (27,307  (73,232  (5,190  (3,030  (14,946  (219  (123,924

Future net cash flows, after income taxes

  18,241    35,957    14,051    3,889    32,828    104,966    24,154    47,614    18,607    5,151    43,340    131    138,997  

Discount at 10%

  (8,166  (14,649  (11,557  (1,880  (20,932  (57,184  (10,813  (19,397  (15,304  (2,490  (27,670  (49  (75,723

Standardized measure of discounted future net cash flows

  10,075    21,308    2,494    2,009    11,896    47,782    13,341    28,217    3,303    2,661    15,670    82    63,274  

As of December 31, 2014

       

Future cash inflows

  87,950    184,975    87,965    17,214    86,184    2,294    466,582  

Future production costs

  (23,722  (49,796  (38,776  (6,240  (16,700  (1,255  (136,489

Future development costs

  (28,529  (35,683  (16,728  (3,534  (12,177  (780  (97,431

Future income taxes

  (15,363  (59,063  (5,891  (2,881  (13,475  (172  (96,845

Future net cash flows, after income taxes

  20,336    40,433    26,570    4,559    43,832    87    135,817  

Discount at 10%

  (7,928  (16,026  (19,489  (2,173  (29,422  (5  (75,043

Standardized measure of discounted future net cash flows

  12,408    24,407    7,081    2,386    14,410    82    60,774  

(in millions of euros)

Minority interests in future net cash flows as of

      

December 31, 2011

      558                558  

December 31, 2012

      501                501  

December 31, 2013

      610                610  

(M$)

Minority interests in future net cash flows as of

       

As of December 31, 2012

      646                    646  

As of December 31, 2013

      808                    808  

As of December 31, 2014

      1,103                    1,103  

 

2013S-14TOTAL S.A. Form 20-F TOTAL S.A.S-142014


 Equity affiliates  Equity affiliates 

(in millions of euros)

Group’s share of future net cash flows as of

 Europe Africa Americas Middle
East
 Asia Total 

As of December 31, 2011

      

Future cash inflows

      210    29,887    64,977    7,116    102,190  

Future production costs

      (95  (17,393  (39,800  (2,683  (59,971

Future development costs

          (1,838  (2,809  (1,297  (5,944

Future income taxes

      (29  (5,152  (3,942  (2,280  (11,403

Future net cash flows, after income taxes

      86    5,504    18,426    856    24,872  

Discount at 10%

      (36  (3,652  (9,757  (196  (13,641

Standardized measure of discounted future net cash flows

      50    1,852    8,669    660    11,231  
(M$) Europe Africa Americas Middle
East
 Asia
(excl.
Russia)
 Russia Total 

As of December 31, 2012

             

Future cash inflows

      2,103    27,439    64,234    9,390    103,166        2,710    35,363    82,785        12,101    132,959  

Future production costs

      (99  (17,250  (35,830  (3,265  (56,444      (127  (22,231  (46,178      (4,208  (72,744

Future development costs

          (2,360  (2,967  (3,906  (9,233          (3,042  (3,824      (5,034  (11,900

Future income taxes

      (392  (3,353  (5,430  (648  (9,823      (505  (4,322  (6,997      (835  (12,659

Future net cash flows, after income taxes

      1,612    4,476    20,007    1,571    27,666        2,078    5,768    25,786        2,024    35,656  

Discount at 10%

      (1,087  (2,978  (10,316  (955  (15,336      (1,402  (3,838  (13,295      (1,230  (19,765

Standardized measure of discounted future net cash flows

      525    1,498    9,691    616    12,330        676    1,930    12,491        794    15,891  

As of December 31, 2013

             

Future cash inflows

      1,009    14,870    56,541    28,121    100,541        1,337    19,690    74,872        37,237    133,136  

Future production costs

      (105  (9,043  (29,094  (9,481  (47,723      (139  (11,975  (38,526      (12,555  (63,195

Future development costs

          (1,265  (2,558  (3,866  (7,689          (16,750  (3,388      (5,119  (10,182

Future income taxes

      (262  (2,164  (5,076  (1,653  (9,155      (347  (2,865  (6,722      (2,189  (12,123

Future net cash flows, after income taxes

      642    2,398    19,813    13,121    35,974        851    3,175    26,236        17,374    47,636  

Discount at 10%

      (480  (1,413  (10,121  (12,316  (24,330      (636  (1,871  (13,402      (16,308  (32,217

Standardized measure of discounted future net cash flows

      162    985    9,692    805    11,644        215    1,304    12,834        1,066    15,419  

As of December 31, 2014

       

Future cash inflows

      1,698    16,209    68,109        45,472    131,488  

Future production costs

          (9,393  (36,848      (13,536  (59,777

Future development costs

      (132  (1,683  (3,814      (3,190  (8,819

Future income taxes

      (630  (1,327  (5,525      (3,886  (11,368

Future net cash flows, after income taxes

      936    3,806    21,922        24,860    51,524  

Discount at 10%

      (575  (2,078  (10,331      (19,447  (32,431

Standardized measure of discounted future net cash flows

      361    1,728    11,591        5,413    19,093  

1.9.Changes in the standardized measure of discounted future net cash flows

   Consolidated subsidiaries 
(M$)  2012  2013  2014 

Beginning of year

   66,440    67,152    63,274  

Sales and transfers, net of production costs

   (36,685  (32,860  (26,647

Net change in sales and transfer prices and in production costs and other expenses

   3,532    (8,007  (16,703

Extensions, discoveries and improved recovery

   1,749    1,106    1,912  

Changes in estimated future development costs

   (8,381  (10,803  (5,407

Previously estimated development costs incurred during the year

   15,220    18,218    21,484  

Revisions of previous quantity estimates

   3,504    1,511    (1,505

Accretion of discount

   6,644    6,715    6,327  

Net change in income taxes

   18,034    20,178    20,116  

Purchases of reserves in place

   385    1,459    26  

Sales of reserves in place

   (3,290  (1,395  (2,103

End of year

   67,152    63,274    60,774  
   Equity affiliates 
(M$)  2012  2013  2014 

Beginning of year

   15,737    15,891    15,419  

Sales and transfers, net of production costs

   (3,074  (3,723  (3,639

Net change in sales and transfer prices and in production costs and other expenses

   (1,702  (1,056  (1,546

Extensions, discoveries and improved recovery

   (32  4,980    4,444  

Changes in estimated future development costs

   (638  540    190  

Previously estimated development costs incurred during the year

   1,042    1,101    1,330  

Revisions of previous quantity estimates

   1,268    (5,020  19  

Accretion of discount

   1,574    1,589    1,542  

Net change in income taxes

   1,693    1,107    834  

Purchases of reserves in place

   23    520    543  

Sales of reserves in place

       (510  (43

End of year

   15,891    15,419    19,093  

 

S-152014 Form 20-F TOTAL S.A. TOTAL S.A. Form 20-F 2013S-15


2.Other information

CHANGES IN THE STANDARDIZED MEASURE OF DISCOUNTED

FUTURE NET CASH FLOWS

 

   Consolidated subsidiaries 

(in millions of euros)

  2011  2012  2013 

Beginning of year

   36,033    47,413    52,104  

Sales and transfers, net of production costs

   (27,026  (28,552  (24,742

Net change in sales and transfer prices and in production costs and other expenses

   44,315    7,382    (7,651

Extensions, discoveries and improved recovery

   1,680    1,357    835  

Changes in estimated future development costs

   (4,798  (6,503  (8,158

Previously estimated development costs incurred during the year

   9,519    11,809    13,757  

Revisions of previous quantity estimates

   1,288    2,719    1,141  

Accretion of discount

   3,603    4,741    5,210  

Net change in income taxes

   (16,925  13,992    15,238  

Purchases of reserves in place

   885    299    1,102  

Sales of reserves in place

   (1,161  (2,553  (1,054

End of year

   47,413    52,104    47,782  
   Equity affiliates 

(in millions of euros)

  2011  2012  2013 

Beginning of year

   9,234    11,231    12,330  

Sales and transfers, net of production costs

   (1,991  (1,885  (2,775

Net change in sales and transfer prices and in production costs and other expenses

   3,715    (743  (1,196

Extensions, discoveries and improved recovery

       (25  3,761  

Changes in estimated future development costs

   (383  (495  408  

Previously estimated development costs incurred during the year

   635    809    831  

Revisions of previous quantity estimates

   (749  984    (3,792

Accretion of discount

   923    1,123    1,233  

Net change in income taxes

   (1,341  1,314    836  

Purchases of reserves in place

   1,812    17    393  

Sales of reserves in place

   (624      (385

End of year

   11,231    12,330    11,644  
2.1.Net gas production, production prices and production costs

   Consolidated subsidiaries 

  

  Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

2012

              
Natural gas production available for sale (Mcf/d)(a)   1,166     593     901     171     1,123          3,955  

Production prices(b)

                                   

Oil ($/b)

   102.56     106.19     79.46     104.14     99.45     88.02     103.86  

Bitumen ($/b)

             45.32                    45.32  

Natural gas ($/kcf)

   9.12     2.82     2.86     1.15     10.73          6.82  

Production costs per unit of production ($/boe)(c)

                                   

Total liquids and natural gas

   11.28     7.32     5.03     13.83     5.67     13.15     8.17  

Bitumen

             30.83                    30.83  
   Equity affiliates 

  

  Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

2012

              
Natural gas production available for sale (Mcf/d)(a)                  769          813     1,583  

Production prices(b)

                                   

Oil ($/b)

             135.05     106.97          36.32     106.98  

Bitumen ($/b)

                                   

Natural gas ($/kcf)

                  1.73          1.22     1.57  

Production costs per unit of production ($/boe)(c)

                                   

Total liquids and natural gas

             11.36     2.55          1.85     2.92  

Bitumen

                                   
   Consolidated subsidiaries 

  

  Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

2013

              
Natural gas production available for sale (Mcf/d)(a)   1,134     569     860     149     1,193          3,905  

Production prices(b)

                                   

Oil ($/b)

   97.75     102.67     65.94     98.57     95.32     85.2     99.34  

Bitumen ($/b)

             45.73                    45.73  

Natural gas ($/kcf)

   9.52     2.65     3.53     1.13     10.15          7.02  

Production costs per unit of production ($/boe)(c)

                                   

Total liquids and natural gas

   12.91     8.39     5.68     17.17     6.13     12.19     9.24  

Bitumen

             31.74                    31.74  
   Equity affiliates 

  

  Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

2013

              
Natural gas production available for sale (Mcf/d)(a)                  942          927     1,869  

Production prices(b)

                                   

Oil ($/b)

             82.47     104.42          51.64     99.03  

Bitumen ($/b)

                                   

Natural gas ($/kcf)

                  2.36          1.08     1.96  

Production costs per unit of production ($/boe)(c)

                                   

Total liquids and natural gas

             8.31     2.97          0.78     2.61  

Bitumen

                                   

 

2013 Form 20-F TOTAL S.A.S-16


OTHER INFORMATION

Net gas production, production prices and production costs

   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)

   74.24     74.72     55.13     73.73     68.76     73.34  

Bitumen (/b)

             31.36               31.36  

Natural gas (/kcf)

   6.58     1.81     2.06     0.54     7.45     4.72  

Production costs per unit of production (/boe)(c)

            

Total liquids and natural gas

   6.86     5.14     3.41     5.36     3.40     5.20  

Bitumen

             20.70               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)

        66.21     61.15     77.07     30.75     73.61  

Bitumen (/b)

                              

Natural gas (/kcf)

                  1.29     0.95     1.23  

Production costs per unit of production (/boe)(c)

            

Total liquids and natural gas

        1.99     2.75     1.66     0.79     1.61  

Bitumen

                              
   Consolidated subsidiaries 

  

  Europe   Africa   Americas   Middle
East
   Asia   Total 

2012

            

Natural gas production available for sale (Mcf/d)(a)

   1,166     593     901     171     1,123     3,955  

Production prices(b)

            

Oil (/b)

   79.82     82.65     61.85     81.05     75.49     80.84  

Bitumen (/b)

             35.27               35.27  

Natural gas (/kcf)

   7.10     2.19     2.23     0.90     8.35     5.31  

Production costs per unit of production (/boe)(c)

            

Total liquids and natural gas

   8.78     5.69     3.92     10.76     4.61     6.36  

Bitumen

             24.00               24.00  
   Equity affiliates 

  

  Europe   Africa   Americas   Middle
East
   Asia   Total 

2012

            

Natural gas production available for sale (Mcf/d)(a)

                  769     813     1,583  

Production prices(b)

            

Oil (/b)

             105.12     83.26     28.27     83.27  

Bitumen (/b)

                              

Natural gas (/kcf)

                  1.35     0.95     1.23  

Production costs per unit of production (/boe)(c)

            

Total liquids and natural gas

             8.84     1.98     1.44     2.27  

Bitumen

                              

S-17 TOTAL S.A. Form 20-F 20132014


   Consolidated subsidiaries 

  

  Europe   Africa   Americas   Middle
East
   Asia   Total 

2013

            

Natural gas production available for sale (Mcf/d)(a)

   1,134     569     860     149     1,193     3,905  

Production prices(b)

            

Oil (/b)

   73.60     77.30     49.65     74.22     70.22     74.80  

Bitumen (/b)

       34.43         34.43  

Natural gas (/kcf)

   7.17     2.00     2.66     0.85     7.64     5.28  

Production costs per unit of production (/boe)(c))

            

Total liquids and natural gas

   9.72     6.31     4.27     12.93     4.77     6.96  

Bitumen

             23.90               23.90  
   Equity affiliates 

  

  Europe   Africa   Americas   Middle
East
   Asia   Total 

2013

            

Natural gas production available for sale (Mcf/d)(a)

                  935     927     1,862  

Production prices(b)

            

Oil (/b)

             62.10     78.62     38.88     74.57  

Bitumen (/b)

                              

Natural gas (/kcf)

                  1.78     0.81     1.47  

Production costs per unit of production (/boe)(c))

            

Total liquids and natural gas

             6.25     2.24     0.59     1.97  

Bitumen

                              
   Consolidated subsidiaries 

  

  Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

2014

              
Natural gas production available for sale (Mcf/d)(a)   1,008     567     849     156     1,179          3,759  

Production prices(b)

                                   

Oil ($/b)

   85.57     89.97     60.38     88.34     86.51     81.38     87.26  

Bitumen ($/b)

             42.83                    42.83  

Natural gas ($/kcf)

   7.93     2.64     3.56     1.16     9.32          6.34  

Production costs per unit of production ($/boe)(c)

                                   

Total liquids and natural gas

   13.57     9.6     6.24     17.41     8.4     14.72     10.31  

Bitumen

             42.04                    42.04  
   Equity affiliates 

  

  Europe   Africa   Americas   Middle
East
   Asia
(excl.
Russia)
   Russia   Total 

2014

              
Natural gas production available for sale (Mcf/d)(a)                  872          1,059     1,931  

Production prices(b)

                                   

Oil ($/b)

             85.72     88.92          10.12     79.07  

Bitumen ($/b)

                                   

Natural gas ($/kcf)

                  3.37          2.55     3.05  

Production costs per unit of production ($/boe)(c)

                                   

Total liquids and natural gas

             9.19     2.86          1.48     2.72  

Bitumen

                                   

 

(a)

The reported volumes are different from those shown in the reserves table due to gas consumed in operations.operations that are excluded.

(b)

The volumes used for calculation of the average sales prices are the ones sold from the Group’s sales of its 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.

 

20132014 Form 20-F TOTAL S.A. S-18S-17