Total Form 20-F

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FORM 20-F

2018
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F/A
Amendment No.1
(Mark One)
£ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
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 Number 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.
2,640,602,007 Shares, par value €2.50 each, as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes R 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 R
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 R 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 R No £
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 R Accelerated filer £ Non-accelerated filer £
Emerging growth company £
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards*** provided pursuant to Section 13(a) of the Exchange Act.
*** The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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 Other £
by the International Accounting Standards Board R
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. Item
17 £ 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 R
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TABLE OF CONTENTS

EXPLANATORY NOTE i

BASIS OF PRESENTATION i

STATEMENTS REGARDING COMPETITIVE POSITION i

ADDITIONAL INFORMATION i

CERTAIN TERMS, ABBREVIATIONS AND CONVERSION TABLE i

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS i

ITEM 1. Identity of directors, senior management and advisers 1

ITEM 2. Offer statistics and expected timetable 1

ITEM 3. Key information 1

ITEM 4. Information on the company 2

ITEM 4A. Unresolved staff comments 2

ITEM 5. Operating and financial review and prospects 2

ITEM 6. Directors, senior management and employees 15

ITEM 7. Major shareholders and related party transactions 15

ITEM 8. Financial information 15

ITEM 9. The offer and listing 15

ITEM 10. Additional information 16

ITEM 11. Quantitative and qualitative disclosures about market risk 20

ITEM 12. Description of securities other than equity securities 21

ITEM 13. Defaults, dividend arrearages and delinquencies 21

ITEM 14. Material modifications to the rights of security holders and use of proceeds 21

ITEM 15. Controls and procedures 21

ITEM 16A. Audit committee financial expert 22

ITEM 16B. Code of ethics 22

ITEM 16C. Principal accountant fees and services 22

ITEM 16D. Exemptions from the listing standards for audit committees 23

ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers 23

ITEM 16F. Change in registrant’s certifying accountant 23

ITEM 16G. Corporate governance 23

ITEM 16H. Mine safety disclosure 26

ITEM 17. Financial statements 26

ITEM 18. Financial statements 26

ITEM 19. Exhibits 29

[© Agence Marc Praquin]


[ THIS PAGE INTENTIONALLY LEFT BLANK ]
Explanatory Note
This Amendment No.1 on Form 20-F/A (the “Amendment No.1”) to the annual report on Form 20-F of TOTAL S.A. (the “Company”) for the
fiscal year ended December 31, 2018 (the “2018 Form 20-F”) is being filed solely for the purpose of providing an amended Exhibit 15.1,
containing excerpted pages and sections of the amended 2018 Registration Document of the Company, which cancels and replaces the
version of such document filed with the French Autorité des marchés financiers on March 20, 2019. The changes to Exhibit 15.1 consist of (i)
the deletion of the last line of page 160 (chapter 4, point 4.3.2.2) “Stock options may be granted to the Chairman and Chief Executive Officer”
following the Board of Directors’ decision of April 25, 2019 not to submit to the vote of the Shareholders’ Meeting of May 29, 2019, the twelfth
resolution concerning the authorization granted to the Board to grant share subscription or purchase options and (ii) the rectification of data
related to future production costs and future development costs reported for the Middle East and North Africa area for the consolidated
subsidiaries as of December 31, 2018 (pages 375 and 377 of the 2018 Registration Document – chapter 9, points 9.1.8. and 9.1.9). The
remainder of the 2018 Registration Document remains unchanged.
All references to the “2018 Registration Document” in the 2018 Form 20-F are references only to those pages, points and chapters in Exhibit
15.1 to this Amendment No.1.
Other than as expressly set forth above, the Company has not modified or updated any other disclosures and has made no changes to the
items or sections in the Company’s 2018 Form 20-F. Other than as expressly set forth above, this Amendment No.1 does not, and does not
purport to, amend, update or restate the information in any part of the Company’s 2018 Form 20-F or reflect any events that have occurred
after the 2018 Form 20-F was filed on March 20, 2019. The filing of this Amendment No.1, and the inclusion of newly executed certifications,
should not be understood to mean that any other statements contained in the original filing are true and complete as of any date subsequent
to March 20, 2019. Accordingly, this Amendment No.1 and Exhibit 15.1 hereto should be read in conjunction with the 2018 Form 20-F and
the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to March 20, 2019, including
any amendments to such documents.

Basis of presentation
References in this annual report on Form 20-F to pages and sections of the 2018 Registration Document are references only to those pages
and sections of TOTAL’s Registration Document for the year ended December 31, 2018 attached in Exhibit 15.1 to this Form 20-F. Other than
as expressly provided herein, the 2018 Registration Document is not incorporated herein by reference.
TOTAL’s Consolidated Financial Statements, which start on page 249 of the 2018 Registration Document and are incorporated herein by
reference, are prepared in accordance with 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, 2018.
In addition, this annual report on Form 20-F and the 2018 Registration Document contain certain measures that are not defined by generally
accepted accounting principles (GAAP) such as IFRS. Our management uses these financial measures, along with the most directly
comparable GAAP financial measures, in evaluating our operating performance. We believe that presentation of this information, along with
comparable GAAP measures, is useful to investors because it allows investors to understand the primary method used by management to
evaluate performance on a meaningful basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for,
financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable with
similarly titled amounts reported by other companies.

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, 2018. 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. – 10.8 Documents on display”.
No material on the TOTAL website forms any part of this annual report on Form 20-F. References in this annual report on Form 20-F to
documents on the TOTAL website are included as an aid to the location of such documents and such documents are not incorporated by
reference.

Certain terms, abbreviations and conversion table


For the meanings of certain terms used in this document, as well as certain abbreviations and a conversion table, refer to the “Glossary”
starting on page 423 of the 2018 Registration Document, which is incorporated herein by reference.

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.

[© Agence Marc Praquin] Form 20-F 2018 TOTAL i


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.
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 actual 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, please refer to “Item 3. – 3.2 Risk factors”, “Item 5. Operating and financial review and prospects” and “Item 11.
Quantitative and qualitative disclosures about market risk”.

ii TOTAL Form 20-F 2018 [© Agence Marc Praquin]


ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE


Not applicable.

ITEM 3. KEY INFORMATION

3.1 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, 2018, 2017, 2016, 2015 and 2014. Effective January 1, 2014, TOTAL changed the presentation
currency of the Group’s Consolidated Financial Statements from the Euro to the US Dollar. ERNST & YOUNG Audit and KPMG Audit, a
division of 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. All such data
should be read in conjunction with the Consolidated Financial Statements and the Notes thereto starting on page 249 of the 2018 Registration
Document, which are incorporated herein by reference.

(M$, except share and per share data) 2018 2017 2016 2015 2014

INCOME STATEMENT DATA


Revenues from sales 184,106 149,099 127,925 143,421 212,018
Net income, Group share 11,446 8,631 6,196 5,087 4,244
Earnings per share ($) $4.27 $3.36 $2.52 $2.17 $1.87
Fully diluted earnings per share ($) $4.24 $3.34 $2.51 $2.16 $1.86

CASH FLOW STATEMENT DATA


Cash flow from operating activities 24,703 22,319 16,521 19,946 25,608
Total expenditures 22,185 16,896 20,530 28,033 30,509

BALANCE SHEET DATA


Total assets 256,762 242,631 230,978 224,484 229,798
Non-current financial debt 40,129 41,340 43,067 44,464 45,481
Non-controlling interests 2,474 2,481 2,894 2,915 3,201
Shareholders’ equity – Group share 115,640 111,556 98,680 92,494 90,330
– Common shares 8,227 7,882 7,604 7,670 7,518

DIVIDENDS
Dividend per share (€) €2.56 (a) €2.48 €2.45 €2.44 €2.44
Dividend per share ($) $2.94 (a) (b)
$2.96 $2.61 $2.67 $2.93

COMMON SHARES (c)

Average number outstanding


of common shares €2.50 par value
(shares undiluted) 2,607,456,934 2,481,802,636 2,379,182,155 2,295,037,940 2,272,859,512
Average number outstanding
of common shares €2.50 par value
(shares diluted) 2,623,716,444 2,494,756,413 2,389,713,936 2,304,435,542 2,281,004,151

(a) Subject to approval by the shareholders’ meeting on May 29, 2019.


(b) Estimated dividend in dollars includes the first quarterly interim ADR dividend of $0.74 paid in October 2018 and the second quarterly interim ADR dividend of $0.74 paid in January 2019, as
well as the third quarterly interim ADR dividend of $0.73 payable in April 2019 and the proposed final interim ADR dividend of $0.73 payable in June 2019, both converted at a rate of $1.15/€.
(c) The number of common shares shown has been used to calculate per share amounts.

Form 20-F 2018 TOTAL 1


3.2 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, including changes in such conditions. Point 3.1 (“Risk factors”) of chapter 3 of the 2018 Registration Document
(starting on page 74) is incorporated herein by reference.
For additional information on these conditions, along with TOTAL’s approaches to managing certain of these risks, please refer to “Item 5.
Operating and financial review and prospects” and “Item 11. Quantitative and qualitative disclosures about market risk”, as well as points 3.3
(“Internal control and risk management procedures”) and 3.5 (“Vigilance Plan”) of chapter 3 (starting on pages 86 and 93, respectively) of the
2018 Registration Document, which are incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY


The following information providing an integrated overview of the Group from the 2018 Registration Document is incorporated herein by
reference:
— presentation of the Group and its governance (point 1.1 of chapter 1, starting on page 4);
— the Group’s collective ambition and strategy (point 1.2 of chapter 1, on page 9);
— history, employees, integrated business model and geographic presence (point 1.3 of chapter 1, starting on page 10);
— an overview of the Group’s R&D, investment policy and sustainable development initiatives (point 1.5 of chapter 1, on page 23); and
— organizational structure (point 1.6 of chapter 1, starting on page 26).
The following information providing an overview of the Group’s businesses and activities from the 2018 Registration Document is incorporated
herein by reference:
— business overview for fiscal year 2018 (points 2.1 to 2.4 of chapter 2, starting on page 32);
— information concerning the Group’s principal capital expenditures and divestitures (point 2.5 of chapter 2, starting on page 68). See also
“Item 5. Operating and financial review and prospects”; and
— geographical breakdown of the Group’s sales, property, plants and equipment, intangible assets and capital expenditures over the past
three years (Note 4 to the Consolidated Financial Statements, on page 276).
The following other information from the 2018 Registration Document is incorporated herein by reference:
— insurance policy (point 3.4 of chapter 3, starting on page 92);
— non-financial performance (points 5.1 to 5.11 of chapter 5, starting on page 179); and
— investor relations (point 6.6 of chapter 6, starting on page 239).

ITEM 4A. UNRESOLVED STAFF COMMENTS


None.

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 and the Notes thereto in the 2018 Registration Document (starting on page
249), which are incorporated herein by reference. The Consolidated Financial Statements and the Notes thereto are prepared in accordance
with IFRS as issued by the IASB and IFRS as adopted by the EU.
This section contains forward-looking statements that 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” starting on page i.
Critical accounting policies and standards applicable in the future
For an overview of TOTAL’s critical accounting policies, including policies involving management’s judgment and estimates and significant
accounting policies applicable in the future, refer to the Introduction and Note 1.2 (“Significant accounting policies applicable in the future”) of
the Notes to the Consolidated Financial Statements in the 2018 Registration Document (starting on pages 260 and 262, respectively), which
is incorporated herein by reference.

5.1 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 the Exploration & Production segment’s
oil and gas business and Gas, Renewables & Power segment’s downstream gas business are positively impacted by the resulting increase in
revenues. Lower crude oil and natural gas prices generally have a corresponding negative effect. The effect of changes in crude oil prices on
the activities of TOTAL’s Refining & Chemicals and Marketing & Services segments depends upon the speed at which the prices of refined
petroleum products adjust to reflect such changes. 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,

2 TOTAL Form 20-F 2018


TOTAL’s results are 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, refer to “Item 3. – 3.2 Risk factors”.
Benefiting from the rise of oil prices to $71/b on average in 2018 compared to $54/b in 2017, while remaining volatile, the Group reported
adjusted net income of $13.6 billion in 2018, an increase of 28%, a return on average capital employed close to 12%, the highest among the
majors, and a pre-dividend breakeven below $30/b.
These excellent results reflect the strong growth of more than 8% for the Group’s hydrocarbon production, which reached a record level of
2.8 Mboe/d in 2018 and led to a 71% increase in Exploration & Production’s adjusted net operating income. The year was highlighted by the
start-up of Ichthys in Australia, Yamal LNG in Russia, deep-water projects Kaombo Norte in Angola and Egina in Nigeria, as well as the
counter-cyclical acquisitions of Maersk Oil and new offshore licenses in the United Arab Emirates.
TOTAL’s net income (Group share) in 2018 increased by 33% to $11,446 million in 2018 compared to $8,631 million in 2017, mainly due to
higher hydrocarbon prices and growth of the Group’s production. Adjustments to net income (Group share), which include the after-tax
inventory effect, special items and the impact of changes in fair value, had a negative impact of $2,113 million in 2018. Excluding these items,
as mentioned above, adjusted net income (Group share) increased by 28% to $13,559 million in 2018, compared to $10,578 million in 2017,
in line with the contribution from the segments. For additional information, refer to “- 5.2 Group results 2016-2018” and “- 5.3 Business
segment reporting”, below.
In addition, the Group maintained its financial discipline. Net investments (1) were $15.6 billion in 2018, in line with its objective, and $4.2 billion
in cost reduction was achieved. Debt adjusted cash flow (DACF) (2) was $26 billion in 2018, driven largely by the 31% increase in cash flow
from Exploration & Production. The Group’s balance sheet was solid with a gearing (3) ratio of 15.5%, below the target limit of 20%.
The Group is continuing to expand along the value chain of integrated gas and low-carbon electricity. With its acquisition of Engie’s LNG
assets TOTAL is the second largest publicly-traded player in the LNG business, and its position will be strengthened with the 2019 start- up of
the Cameron LNG project. In addition, the Group accelerated its growth in low-carbon electricity, notably with the acquisition of Direct
Énergie.
In an environment of lower European refining margins, the Downstream relied on the availability of its units and the diversity of its portfolio to
generate $6.5 billion of cash flow and profitability of more than 25%. The Group is continuing to implement its strategy for growth in
petrochemicals by launching projects in the United States, Saudi Arabia, South Korea and Algeria. TOTAL has also continued to expand
Marketing & Services in fast-growing areas, notably in Mexico, Brazil and Angola.
Conforming to the shareholder return policy announced in February 2018, the Group increased the 2018 dividend by 3.2% and bought back
$1.5 billion of its shares in 2018. Given the solid financial position, which is benefiting from growing cash flow, the Board of Directors
confirmed the shareholder return policy for 2019. It plans to increase the interim dividend by 3.1% to 0.66 euros per share, end the scrip
dividend option following the general assembly meeting, and continue the share buyback policy in the amount of $1.5 billion in a $60/b
environment.

Outlook
Since the start of 2019, Brent has traded around $60/b in a context of oil supply and demand near the record- high level of 100 Mb/d. In a
volatile environment, the Group is pursuing its strategy for integrated growth along the oil, gas and low- carbon electricity chains.
The Group has clear visibility on its 2019 cash flow, supported by the strong contribution of project start- ups in 2018 and recent acquisitions.
The Group maintains financial discipline to reduce its breakeven to remain profitable across a broader range of environments. In particular, it is
targeting cost reductions of $4.7 billion, projected net investments of $15-16 billion in 2019 and an Opex target of $5.5/boe.
In Exploration & Production, production is expected to grow by more than 9% in 2019, thanks to the ramp- ups of Kaombo Norte, Egina and
Ichthys plus the start-ups of Iara 1 in Brazil, Kaombo South in Angola, Culzean in the UK and Johan Sverdrup in Norway. Determined to take
advantage of the favorable cost environment, the Group plans to launch projects in 2019, notably including Mero 2 in Brazil, Tilenga and
Kingfisher in Uganda and Arctic LNG 2 in Russia.
The Group is pursuing its strategy for profitable growth along the integrated gas and low- carbon electricity chains. Effective 2019, the Group
will report the new iGRP segment (integrated Gas, Renewables & Power) which combines the Gas, Renewables & Power segment with the
upstream gas and LNG activities currently reported within the Exploration & Production segment.
Affected by an abundance of available products, European refining margins have been very volatile since the start of the year. In 2019, the
Downstream will continue to rely on its diversified portfolio, notably its integrated Refining & Chemical platforms in the U.S. and Asia-Middle
East as well as its non-cyclical Marketing & Services segment.
In this context, the Group is continuing to implement its shareholder return policy announced in February 2018, by increasing the dividend in
2019 by 3.1%, in line with the objective to increase the dividend by 10% over the 2018-20 period. Taking into account its strong financial
position, the Group will eliminate the scrip dividend option from June 2019. Within the framework of its program to buy back $5 billion of
shares over the 2018-20 period, the Group expects to buy back $1.5 billion of its shares in 2019 in a $60/b Brent environment (for additional
information concerning the Group’s dividends and dividend policy, refer to point 6.2 of chapter 6 (starting on page 229) of the 2018
Registration Document, which is incorporated herein by reference).

(1) Net investments = gross investments – divestments – repayment of non-current loans – other operations with non-controlling interests.
(2) DACF= debt adjusted cash flow, is defined as cash flow from operating activities before changes in working capital at replacement cost, without financial charges.
(3) “Gearing” refers to the net-debt-to-capital-ratio. “Net-debt-to-capital-ratio”= net debt/ (net debt + shareholders’ equity). For additional information, refer to Note 15.1(E) (“Net-debt-to-capital
ratio”) to the Consolidated Financial Statements in the 2018 Registration Document (on page 325), which is incorporated herein by reference.

Form 20-F 2018 TOTAL 3


5.2 Group results 2016-2018
As of and for the year ended December 31, (M$, except per share data) 2018 2017 2016

Non-Group sales 209,363 171,493 149,743


Adjusted net operating income from business segments (a)
– Exploration & Production 10,210 5,985 3,217
– Gas, Renewables & Power 756 485 439
– Refining & Chemicals 3,379 3,790 4,195
– Marketing & Services 1,652 1,676 1,559
Net income (loss) from equity affiliates 3,170 2,015 2,214
Fully-diluted earnings per share ($) 4.24 3.34 2.51
Fully-diluted weighted-average shares (millions) 2,624 2,495 2,390
Net income (Group share) 11,446 8,631 6,196
Gross investments (b) 22,185 16,896 20,530
Divestments (c) 7,239 5,264 2,877
Net investments (d) 15,568 11,636 17,757
Organic investments (e) 12,426 14,395 17,484
Resource acquisitions (f) 4,493 714 780
Cash flow from operating activities 24,703 22,319 16,521
Of which: .
– (increase)/decrease in working capital (g) 769 827 (1,119)
– financial charges (1,538) (1,048) (593)

(a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes in fair value. See “- 5.3 Business segment reporting” below
for further details.
(b) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page 68),
which is incorporated herein by reference.
(c) Including divestments and reimbursements of non-current loans.
(d) “Net investments” = gross investments – divestments – repayment of non-current loans – other operations with non-controlling interests. For additional information on investments, refer
to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
(e) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
(f) “Resource acquisitions”= acquisition of a participating interest in an oil and gas mining property by way of an assignment of rights and obligations in the corresponding permit or license
and related contracts, with a view to producing the recoverable oil and gas.
(g) The change in working capital as determined using the replacement cost method was $174 million in 2018, $1,184 million in 2017 and $(467) million in 2016. For information on the
replacement cost method, refer to Note 3 (“Business segment information”) to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is
incorporated herein by reference.

2018 vs. 2017


The Brent price rose to $71/b on average in 2018 from $54/b in 2017, while remaining volatile. In 2018, TOTAL’s average liquids price
realization (1) increased by 28% to $64.2/b in 2018 from $50.2/b in 2017. TOTAL’s average gas price realization (2) increased by 17% to
$4.78/Mbtu in 2018 from $4.08/Mbtu in 2017. The Group’s European Refining Margin Indicator (“ERMI”) (3) decreased by 21% to $32.3/t on
average in 2018 compared to $40.9/t in 2017, mainly due to rising crude oil prices.
The euro-dollar exchange rate averaged $1.1810/€ in 2018, compared to $1.1297/€ in 2017.
Non-Group sales were $209,363 million in 2018 compared to $171,493 million in 2017, an increase of 22% reflecting the increased
hydrocarbon prices and Group production. Non-Group sales increased 30% for the Exploration & Production segment, 26% for the Gas,
Renewables & Power segment, 22% for the Refining & Chemicals segment and 21% for the Marketing & Services segment.
Net income (Group share) in 2018 increased by 33% to $11,446 million in 2018 compared to $8,631 million in 2017, mainly due to higher
hydrocarbon prices and growth of the Group’s production. Adjustments to net income (Group share), which include the after- tax inventory
effect, special items and the impact of changes in fair value, had a negative impact of $2,113 million in 2018, mainly due to an inventory effect
and an impairment on Ichthys related to the sale of a partial interest by the Group, as well as the impairment of production facilities by
SunPower (4). For a detailed overview of adjustment items for 2018, refer to Note 3 to the Consolidated Financial Statements in the 2018
Registration Document (starting on page 265), which is incorporated herein by reference. In 2017, adjustments to net income (Group share),
which included special items of $(2,213) million and after-tax inventory valuation effect of $282 million, had a negative impact on net income
(Group share) of $1,947 million. Special items in 2017 included mainly an impairment of Fort Hills in Canada (following the operator
announcement of the increase of the project’s costs), Gladstone LNG in Australia and assets in Congo, partially offset by a gain on the sale of
Atotech. Excluding these items, adjusted net income increased by 28% to $13,559 million in 2018, compared to $10,578 million in 2017, in
line with the contribution from the segments.
Income taxes in 2018 amounted to $6,516 million, 2.2 times higher than $3,029 million in 2017, due to the relative weight and higher tax rates
in the Exploration & Production segment in a higher hydrocarbon price environment.

(1) Consolidated subsidiaries, excluding fixed margins.


(2) Consolidated subsidiaries, excluding fixed margins.
(3) The ERMI is a Group indicator intended to represent the margin after variable costs for a hypothetical 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 this region. The indicator margin may not be
representative of the actual margins achieved by the Group in any period because of the Group’s particular refinery configurations, product mix effects or other company-specific
operating conditions.
(4) As of December 31, 2018, TOTAL held an interest of 55.66% in SunPower, an American company listed on NASDAQ and based in California.

4 TOTAL Form 20-F 2018


In 2018, the Company bought back 72,766,481 TOTAL shares on the market, i.e., 2.76% of the Company’s outstanding share capital as of
December 31, 2018. See also “- 5.4.4 Shareholders’ equity”, below. In 2017, the Company did not buy back any shares.
Fully-diluted earnings per share was $4.24 in 2018 compared to $3.34 in 2017, an increase of 27%.
Asset sales completed were $5,172 million for the full-year 2018, comprised mainly of the sale of a 4% interest in the Ichthys project in
Australia and the sale of the Group’s share of the LNG re-gas terminal at Dunkirk, as well as the sale of Joslyn in Canada, Rabi in Gabon, the
Martin Linge and Visund fields in Norway, an interest in Fort Hills in Canada, SunPower’s sale of its interest in 8point3, the marketing activities
of TotalErg in Italy, the Marketing & Services network in Haiti, and the contribution of the Bayport polyethylene unit in the United States to the
joint venture formed with Borealis and Nova in which TOTAL holds 50%. Asset sales were $4,239 million in 2017.
Acquisitions completed were $8,314 million for the full-year in 2018, including $4,493 million in resource acquisitions, comprised of the
extension of licenses in Nigeria and the acquisition of a network of service stations in Brazil, as well as notably the acquisitions of Direct
Énergie, Engie’s LNG business, the increase in the share of Novatek to 19.4%, interests in the Iara and Lapa fields in Brazil, two new 40-year
offshore concessions in Abu Dhabi, which follow the previous Abu Dhabi Marine Areas Ltd (ADMA) offshore concession, and the acquisition of
offshore assets from Cobalt in the Gulf of Mexico. Acquisitions were $1,476 million in 2017, including $714 million in resource acquisitions.
The Group’s cash flow from operating activities for the full-year 2018 was $24,703 million, an increase of 11% compared to $22,319 million
for the full-year 2017. The change in working capital at replacement cost for the full-year 2018, which is the decrease in working capital of
$769 million as determined in accordance with IFRS adjusted for the pre-tax inventory valuation effect of $(595) million, was $174 million
compared to $1,184 million for the full-year 2017. Operating cash flow excluding the change in working capital at replacement cost for the full
year 2018 was $24,529 million, an increase of 16% compared to $21,135 million for the full-year 2017. Operating cash flow excluding the
change in working capital at replacement cost and excluding financial charges (DACF) for the full-year 2018 was $26,067 million, an increase
of 18% compared to $22,183 million for the full-year 2017. The Group’s net cash flow (1) was $8,961 million for the full-year 2018 compared to
$9,499 million for the full-year 2017, due to an increase of $3,932 million in net investments partially offset by a $3,394 million increase in
operating cash flow before changes in working capital.
See also “- 5.4 Liquidity and Capital Resources”, below.

2017 vs. 2016


The Brent price rose to $54/b on average in 2017 from $44/b in 2016 while remaining volatile. In 2017, TOTAL’s average liquids price
realization increased by 25% to $50.2/b from $40.3/b in 2016. TOTAL’s average natural gas price realization for the Group’s consolidated
subsidiaries increased by 15% to $4.08/Mbtu in 2017 from $3.56/Mbtu in 2016. The Group’s ERMI increased to $40.9/t on average in 2017
compared to $34.1/t in 2016, an increase of 20% due to elevated petroleum product demand. In the fourth quarter of 2017, the ERMI was
$35.5/t. Petrochemicals continued to benefit from a favorable environment albeit down compared to a year ago.
The euro-dollar exchange rate averaged $1.13/€ in 2017 compared to $1.11/€ in 2016.
In this overall more favorable environment, non-Group sales in 2017 were $171,493 million compared to $149,743 million in 2016, an
increase of 15% reflecting the increased hydrocarbon prices and Group production. Non- Group sales increased 11% for the Exploration &
Production segment, 27% for the Gas, Renewables & Power segment, 15% for the Refining & Chemicals segment and 12% for the Marketing
& Services segment.
Net income (Group share) in 2017 increased by 39% to $8,631 million from $6,196 million in 2016, mainly due to higher hydrocarbon prices
and growth of the Group’s production. In 2017, adjustments to net income (Group share), which included special items of $(2,213) million and
after-tax inventory valuation effect of $282 million, had a negative impact on net income (Group share) of $1,947 million. Special items
included mainly an impairment of Fort Hills in Canada (following the operator announcement of the increase of the project’s costs), Gladstone
LNG in Australia and assets in Congo, partially offset by a gain on the sale of Atotech. In 2016, adjustments to net income (Group share),
which included special items of $(2,567) million and after-tax inventory valuation effect of $479 million, had a negative impact on net income
(Group share) of $2,091 million. Special items in 2016 included impairments on Gladstone LNG in Australia, Angola LNG, and Laggan-Tormore
in the United Kingdom, reflecting the decrease in gas price assumptions for the coming years. Excluding these items, adjusted net income in
2017 increased by 28% to $10,578 million compared to $8,287 million in 2016. The increase was the result of a much higher contribution
from Exploration & Production and the continued decrease in the Group’s breakeven.
Income taxes in 2017 amounted to $3,029 million, 3.1 times higher than $970 million in 2016, due to the relative weight and higher tax rates
in the Exploration & Production segment in a higher hydrocarbon price environment.
In 2017, the Company did not buy back any of its shares. In 2016, the Company bought back 100,331,268 TOTAL treasury shares owned by
Group affiliates under the authorization granted by the shareholders at the meeting of May 24, 2016, which were subsequently canceled by
the Company’s Board of Directors.
Fully-diluted earnings per share was $3.34 in 2017 compared to $2.51 in 2016, an increase of 33%.
Asset sales completed in 2017 were $4,239 million, essentially comprised of the sale of Atotech, mature assets in Gabon, Gina Krog in
Norway, part of the interest in the Fort Hills project in Canada, the SPMR pipeline in France and LPG activities in Germany. Asset sales
completed in 2016 were $1,864 million.
Acquisitions completed in 2017 were $1,476 million, including $714 million of resource acquisitions, mainly comprised of the bonus related to
the license for Elk-Antelope in Papua New Guinea, a marketing and logistics network in East Africa and a 23% equity share in Tellurian, Inc.
Acquisitions completed in 2016 were $2,033 million, including $780 million of resource acquisitions.
In addition, in early 2018, the Group finalized the acquisition of assets in Brazil from Petrobras for $1.95 billion as well as the sale of TotalErg in
Italy for $415 million (including the B2B and the LPG businesses). Finally, in March 2018, TOTAL S.A. finalized the acquisition of Mærsk Oil in
a share and debt transaction.

(1) “Net cash flow”= cash flow from operating activities before working capital changes at replacement costs – net investments (including other transactions with non-controlling interests).

Form 20-F 2018 TOTAL 5


The Group’s cash flow from operating activities for the full-year 2017 was $22,319 million, an increase of 35% compared to $16,521 million in
2016. The change in working capital at replacement cost for the full-year 2017, which is the decrease in working capital of $827 million as
determined in accordance with IFRS adjusted for the pre-tax inventory valuation effect of $357 million, was $1,184 million compared to $(467)
million in 2016. Operating cash flow excluding the change in working capital at replacement cost for the full- year 2017 was $21,135 million,
an increase of 24% compared to $16,988 million in 2016. Operating cash flow for the full- year 2017 excluding the change in working capital
at replacement cost and without financial charges (DACF) was $22,183 million, an increase of 26% compared to $17,581 million in 2016. The
Group’s net cash flow was $9,499 million for the full-year 2017 compared to $(769) million in 2016, mainly due to the nearly $4 billion increase
in operating cash flow before working capital changes, the decrease in net investments related to the $3 billion decrease in organic
investments and the sale of Atotech.
See also “- 5.4 Liquidity and Capital Resources”, below.

5.3 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
qualifying as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are
significant, infrequent or unusual. 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 qualify as special items although they may have occurred in prior years
or are likely to recur in following years.
In accordance with IAS 2, the Group values inventories of petroleum products in its 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 price 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.
The 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, 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 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 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which
is incorporated herein by reference.
The Group measures performance at the segment level on the basis of 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 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein
by reference.
As of January 1, 2018, the reporting of the cash flow from operations at the segment level changed due to the transfer of financial charges to
the Corporate segment. The Corporate segment includes the Group’s holdings operating and financial activities. As a result of this change in
reporting, the 2017 and 2016 comparative information is restated at the segment level.

(1) “ROACE” = ratio of adjusted net operating income to average capital employed at replacement cost between the beginning and the end of the period.

6 TOTAL Form 20-F 2018


5.3.1 Exploration & Production segment
Environment – liquids and gas price realizations (a) 2018 2017 2016

Brent ($/b) 71.3 54.2 43.7


Average liquids price ($/b) 64.2 50.2 40.3
Average gas price ($/Mbtu) 4.78 4.08 3.56
Average hydrocarbons price ($/boe) 51.0 38.7 31.9

(a) Consolidated subsidiaries, excluding fixed margins.

Hydrocarbon production 2018 2017 2016

Combined production (kboe/d) 2,775 2,566 2,452


Oil (including bitumen) (kb/d) 1,378 1,167 1,088
Gas (including Condensates and associated LPG) (kboe/d) 1,397 1,399 1,364

Hydrocarbon production 2018 2017 2016

Combined production (kboe/d) 2,775 2,566 2,452


Liquids (kb/d) 1,566 1,346 1,271
Gas (Mcf/d) 6,599 6,662 6,447

Results (M$) 2018 2017 2016

Non-Group sales 10,989 8,477 7,629


Operating income (a) 12,570 2,792 (431)
Net income (loss) from equity affiliates and other items 2,686 1,546 1,375
Effective tax rate (b)
46.5% 41.2% 27.7%
Tax on net operating income (6,068) (2,233) 401
Net operating income (a)
9,188 2,105 1,345
Adjustments affecting net operating income 1,022 3,880 1,872
Adjusted net operating income (c)
10,210 5,985 3,217
– of which income from equity affiliates 2,341 1,542 1,363
Gross investments (d)
15,282 12,802 16,085
Divestments (e) 4,952 1,918 2,187
Organic investments (f)
9,186 11,310 14,464
ROACE 9% 6% 3%

(a) For the definitions of “operating income” and “net operating income”, refer to Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265),
which is incorporated herein by reference.
(b) “Effective tax rate” = tax on adjusted net operating income / (adjusted net operating income – income from equity affiliates – dividends received from investments – impairment of goodwill
+ tax on adjusted net operating income).
(c) Adjusted for special items. See Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference.
(d) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page
68), which is incorporated herein by reference.
(e) Including divestments and reimbursements of non-current loans.
(f) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.

2018 vs. 2017


In 2018, market conditions were more favorable than in 2017. The average realized price of liquids increased by 28% and the average realized
gas price by 17%.
For the full-year 2018, hydrocarbon production was 2,775 kboe/d, an increase of more than 8% compared to 2,566 in 2017, due to:
— +9% for start-ups and ramp-ups on new projects, notably Yamal LNG, Moho Nord, Fort Hills, Kashagan, Kaombo Norte and Ichthys.
— +3% portfolio effect. The addition of Maersk Oil, Al Shaheen in Qatar, Waha in Libya, Lapa and Iara in Brazil as well as the acquisition of
an additional 0.5% of Novatek were partially offset by the expiration of the Mahakam permit at the end of 2017 and the sales of Visund in
Norway and Rabi in Gabon.
— -4% for natural field declines and PSC price effect (1).

(1) The “PSC 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 generally decreases.

Form 20-F 2018 TOTAL 7


For a discussion of the Group’s proved reserves, refer to point 2.1.3 (“Reserves”) of chapter 2 of the 2018 Registration Document (starting on
page 34), which is incorporated herein by reference. See also point 9.1 (“Oil and gas information pursuant to FASB Accounting Standards
Codification 932”) of chapter 9 of the 2018 Registration Document (starting on page 362), which is incorporated herein by reference, for
additional information on proved reserves, including tables showing changes in proved reserves by region.
Non-Group sales for the Exploration & Production segment in 2018 were $10,989 million compared to $8,477 million in 2017, an increase of
30%.
The segment’s adjusted net operating income was $10,210 million in 2018, an increase of 71% compared to $5,985 million in 2017, due to
the increase in hydrocarbon prices, despite a tax rate that increased in line with the increase in hydrocarbon prices, and strong production
growth.
The effective tax rate increased from 41.2% in 2017 to 46.5% in 2018, in line with the increase in oil prices.
Adjusted net operating income for the Exploration & Production segment excludes special items. In 2018, the exclusion of special items had
a positive impact on the segment’s adjusted net operating income of $1,022 million due to the impairment on Ichthys related to the sale of a
partial interest by the Group and other assets mainly located in Algeria, Colombia and Congo (for additional information, refer to Note 3 to the
Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference). In
2017, the exclusion of special items had a positive impact on the segment’s adjusted net operating income of $3,880 million. Special items
mainly included impairments of Fort Hills in Canada (following the operator announcement of the increase of the project’s costs), Gladstone
LNG in Australia, assets in the Republic of the Congo and gas assets in the United Kingdom, as well as assets in the United States and
Norway.
Technical costs (1) for consolidated affiliates, calculated in accordance with ASC 932 (2), continued decreasing to $18.9/boe in 2018, including
$5.7/boe of production costs, compared to $19.5/boe in 2017, including $5.4/boe of production costs.
The segment’s cash flow from operating activities excluding financial charges for the full- year 2018 was $19,803 million, an increase of 54%
compared to $12,821 million for the full-year 2017. Operating cash flow excluding the change in working capital at replacement cost and
excluding financial charges for the full-year 2018 was $19,374 million, an increase of 31% compared to $14,753 million for the full-year 2017.
Operating cash flow before working capital changes less organic investments for the full- year 2018 was $10,210 million compared to
$5,985 million in 2017, an increase of 71%.
For information on the segment’s capital expenditures, refer to points 2.1.2 (“Exploration and development”) (on page 34) and 2.5 (“Investments”)
(starting on page 68) of chapter 2 of the 2018 Registration Document, which are incorporated herein by reference. See also “- 5.4 Liquidity
and Capital Resources”, below.
In this context, the segment’s ROACE for the full-year 2018 was 9% compared to 6% for the full-year 2017.

2017 vs. 2016


In 2017, market conditions were more favorable than in 2016. The average realized price of liquids increased by 25% and the average realized
gas price by 15%.
For the full-year 2017, hydrocarbon production was 2,566 thousand barrels of oil equivalent per day (kboe/d), an increase of 5% compared to
2,452 kboe/d in 2016, due to the following:
— +5% due to new start-ups and ramp-ups, notably Moho Nord, Kashagan, Edradour and Glenlivet, and Angola LNG;
— +2% portfolio effect, mainly due to taking over the giant Al Shaheen oil field concession in Qatar and acquiring an additional 75% interest
in the Barnett shale in the United States, partially offset by the exit from the southern sector in the Republic of the Congo and asset sales
in Norway;
— +1% related to improved security conditions in Libya and Nigeria; and
— -3% due to natural field decline, the PSC price effect and OPEC quotas.
Non-Group sales for the Exploration & Production segment in 2017 were $8,477 million compared to $7,629 million in 2016, an increase of
11%.
The segment’s adjusted net operating income was $5,985 million in 2017, an increase of 86% compared to $3,217 million in 2016, notably
due to production growth, cost reductions and an increase in oil and gas prices.
The effective tax rate increased from 27.7% in 2016 to 41.2% in 2017, in line with the rise in hydrocarbon prices.
Adjusted net operating income for the Exploration & Production segment excludes special items. The exclusion of special items had a positive
impact on the segment’s adjusted net operating income in 2017 of $3,880 million. Special items mainly included impairments of Fort Hills in
Canada (following the operator announcement of the increase of the project’s costs), Gladstone LNG in Australia, assets in the Republic of the
Congo and gas assets in the United Kingdom, as well as assets in the United States and Norway. In 2016, the exclusion of special items had
a positive impact on the segment’s adjusted net operating income of $1,872 million. Special items mainly included impairments on Gladstone
LNG in Australia, Angola LNG and Laggan-Tormore in the United Kingdom, reflecting the decrease in gas price assumptions for the coming
years.
Technical costs for consolidated affiliates, calculated in accordance with ASC 932 continued to fall, to $19.5/boe in 2017 compared to
$20.4/boe in 2016. This decrease was mainly due to the reduction in production costs from $5.9/boe in 2016 to $5.4/boe in 2017.
The segment’s cash flow from operating activities excluding financial charges for the full- year 2017 was $12,821 million, an increase of 30%
compared to $9,866 million in 2016. Operating cash flow for the full-year 2017 excluding the change in working capital at replacement cost
and without financial charges was $14,753 million compared to $10,592 million in 2016, an increase of 39%.
In this context, the segment’s ROACE for the full-year 2017 was 6% compared to 3% for the full-year 2016.

(1) “Technical costs” = (Production costs ASC932 + exploration charges + depreciation, depletion and amortization and valuation allowances ASC 932)/ Production ASC932 of the year
(2) Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 932, Extractive industries – Oil and Gas.

8 TOTAL Form 20-F 2018


5.3.2 Gas, Renewables & Power segment
Results (M$) 2018 2017 2016

Non-Group sales 16,136 12,854 10,124


Operating income (a) (140) (276) (161)
Net income (loss) from equity affiliates and other items 318 31 71
Tax on net operating income (173) (140) (4)
Net operating income (a) 5 (385) (94)
Adjustments affecting net operating income 751 870 533
Adjusted net operating income (b) 756 485 439
Gross investments (c) 3,539 797 1,221
Divestments (d) 931 73 166
Organic investments (e)
511 353 270
ROACE 11% 10% 9%

(a) For the definitions of “operating income” and “net operating income”, refer to Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265),
which is incorporated herein by reference.
(b) Adjusted for special items. See Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference.
(c) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page
68), which is incorporated herein by reference.
(d) Including divestments and reimbursements of non-current loans.
(e) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.

2018 vs. 2017


Non-Group sales for the Gas, Renewables & Power segment in 2018 were $16,136 million compared to $12,854 million in 2017, an increase
of 26%.
The segment’s adjusted net operating income was $756 million in 2018, 1.6 times higher than $485 million in 2017, notably due to the good
performance of LNG and gas/power trading activities. The acquisitions of Direct Énergie and the LNG business of Engie account for the
increase in investments to $3.5 billion in the full-year 2018, 4.4 times higher than $797 million in the full-year 2017.
Adjusted net operating income for the Gas, Renewables & Power segment excludes special items. The exclusion of special items had a
positive impact on the segment’s adjusted net operating income in 2018 of $751 million. Special items included the impairment of production
facilities by SunPower (for additional information, refer to Note 3(D) to the Consolidated Financial Statements in the 2018 Registration
Document (starting on page 275), which is incorporated herein by reference). In 2017, the exclusion of special items had a positive impact on
the segment’s adjusted net operating income of $870 million.
The segment’s cash flow from operating activities excluding financial charges for the full-year 2018 was $(670) million compared to
$1,055 million for the full-year 2017. The increase in working capital related to the consolidation of the acquisitions of Direct Énergie and the
LNG business of Engie was mainly responsible for the negative cash flow from operations in the full- year 2018. Operating cash flow excluding
the change in working capital at replacement cost and excluding financial charges was $513 million for the full- year 2018, an increase of 74%
compared to $294 million for the full-year 2017.
For information on the segment’s investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which
is incorporated herein by reference. See also “- 5.4 Liquidity and Capital Resources”, below.
In this context, the segment’s ROACE for the full-year 2018 was 11% compared to 10% for the full year 2017.

2017 vs. 2016


Non-Group sales for the Gas, Renewables & Power segment in 2017 were $12,854 million compared to $10,124 million in 2016, an increase
of 27%.
The segment’s adjusted net operating income was $485 million in 2017, an increase of 10% compared to $439 million in 2016.
Adjusted net operating income for the Gas, Renewables & Power segment excludes special items. The exclusion of special items had a
positive impact on the segment’s adjusted net operating income in 2017 of $870 million. Special items included an impairment concerning
SunPower (1) in the United States given the depressed economic environment of the solar activity. In 2016, the exclusion of special items had
a positive impact on the segment’s adjusted net operating income of $533 million.
The segment’s cash flow from operating activities excluding financial charges for the full-year 2017 was $1,055 million, an increase of 79%
compared to $589 million in 2016. Operating cash flow for the full-year 2017 excluding the change in working capital at replacement cost and
without financial charges was $294 million compared to $176 million in 2016, an increase of 67%.
In this context, the segment’s ROACE for the full-year 2017 was 10% compared to 9% for the full year 2016.

(1) At December 31, 2017, TOTAL held an interest of 56.26% in SunPower, an American company listed on NASDAQ and based in California.

Form 20-F 2018 TOTAL 9


5.3.3 Refining & Chemicals segment
Refinery throughput and utilization rates (a) 2018 2017 2016

Total refinery throughput (kb/d) 1,852 1,827 1,965


– France 610 624 669
– Rest of Europe 755 767 802
– Rest of World 487 436 494
Utilization rates based on crude only (b) 88% 88% 85%

(a) Includes share of TotalErg, and African refineries reported in the Marketing & Services segment.
(b) Based on distillation capacity at the beginning of the year.

Results (M$, except ERMI) 2018 2017 2016

European refining margin indicator (“ERMI”) ($/t) 32.3 40.9 34.1


Non-Group sales 92,025 75,505 65,632
Operating income (a) 2,513 4,170 4,991
Equity in income (loss) of affiliates and other items 782 2,979 779
Tax on net operating income (445) (944) (1,244)
Net operating income (a) 2,850 6,205 4,526
Adjustments affecting net operating income 529 (2,415) (331)
Adjusted net operating income (b) 3,379 3,790 4,195
Gross investments (c) 1,781 1,734 1,861
Divestments (d) 919 2,820 88
Organic investments (e)
1,604 1,625 1,642
ROACE 31% 33% 38%

(a) For the definitions of “operating income” and “net operating income”, refer to Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265),
which is incorporated herein by reference.
(b) Adjusted for special items. See Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference.
(c) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page
68), which is incorporated herein by reference.
(d) Including divestments and reimbursements of non-current loans.
(e) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.

2018 vs. 2017


Refinery throughput was stable in full-year 2018 compared to full-year 2017. Lower throughput in Europe linked to planned maintenance,
notably at Antwerp during the second quarter, was offset by higher throughput outside Europe. The ERMI decreased to $32.3/t on average in
2018 compared to $40.9/t in 2017, a decrease of 21% mainly due to rising crude oil prices.
Non-Group sales for the Refining & Chemicals segment in 2018 were $92,025 million compared to $75,505 million in 2017, an increase of
22%.
The segment’s adjusted net operating income was resilient at $3,379 million for the full-year 2018, a decrease of 11% compared to
$3,790 million in 2017.
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 2018 of $413 million
compared to a negative impact of $298 million in 2017. The exclusion of special items had a positive impact on the segment’s adjusted net
operating income in 2018 of $116 million, compared to a negative impact of $2,117 million in 2017.
The segment’s cash flow from operating activities excluding financial charges for the full- year 2018 was $4,308 million, a decrease of 42%
compared to $7,411 million for the full-year 2017. Operating cash flow for the full-year 2018 excluding the change in working capital at
replacement cost and excluding financial charges was $4,388 million compared to $4,728 million for the full-year 2017, a decrease of 7%.
For information on the segment’s investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which
is incorporated herein by reference. See also “- 5.4 Liquidity and Capital Resources”, below.
In this context, the segment’s ROACE for the full-year 2018 was 31% compared to 33% for the full year 2017.

2017 vs. 2016


Refinery throughput decreased by 7% for the full-year 2017 compared to 2016 as a result of the definitive ending of distillation capacity at La
Mède (France) and Lindsey (UK) and the temporary shutdown due to Hurricane Harvey in the United States. The ERMI increased to $40.9/t
on average in 2017 compared to $34.1/t in 2016, an increase of 20% due to elevated petroleum product demand. In the fourth quarter of
2017, the ERMI was $35.5/t. Petrochemicals continued to benefit from a favorable environment albeit down compared to a year ago.
Non-Group sales for the Refining & Chemicals segment in 2017 were $75,505 million compared to $65,632 million in 2016, an increase of 15%.

10 TOTAL Form 20-F 2018


The segment’s adjusted net operating income was $3,790 million for the full-year 2017, a decrease of 10% compared to $4,195 million in
2016, notably due to the impact of Hurricane Harvey, the impact of modernization work on the Antwerp platform and the sale of Atotech in
early 2017 as well as lower trading results due to the evolution of the market into backwardation (1).
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 negative impact on the segment’s adjusted net operating income in 2017 of $298 million
compared to a negative impact of $500 million in 2016. The exclusion of special items had a negative impact on the segment’s adjusted net
operating income in 2017 of $2,117 million, consisting essentially of a gain on the sale of Atotech, compared to a positive impact of
$169 million in 2016.
The segment’s cash flow from operating activities excluding financial charges for the full-year 2017 was $7,411 million, an increase of 62%
compared to $4,584 million in 2016. Operating cash flow for the full-year 2017 excluding the change in working capital at replacement cost
and without financial charges was $4,728 million compared to $4,873 million in 2016, a decrease of 3%.
In this context, the segment’s ROACE for the full-year 2017 was 33% compared to 38% for the full year 2016.

5.3.4 Marketing & Services segment


Petroleum product sales (a) (kb/d) 2018 2017 2016

Total Marketing & Services sales 1,801 1,779 1,793


– Europe 1,001 1,049 1,093
– Rest of world 800 730 700

(a) Excludes trading and bulk Refining sales, which are reported under the Refining & Chemicals segment; includes share of TotalErg.

Results (M$) 2018 2017 2016

Non-Group sales 90,206 74,634 66,351


Operating income (a) 1,841 1,819 1,789
Equity in income (loss) of affiliates and other items 307 497 170
Tax on net operating income (532) (561) (541)
Net operating income (a) 1,616 1,755 1,418
Adjustments affecting net operating income 36 (79) 141
Adjusted net operating income (b)
1,652 1,676 1,559
Gross investments (c)
1,458 1,457 1,245
Divestments (d) 428 413 424
Organic investments (e)
1,010 1,019 1,003
ROACE 25% 26% 27%

(a) For the definitions of “operating income” and “net operating income”, refer to Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265),
which is incorporated herein by reference.
(b) Adjusted for special items. See Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference.
(c) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page
68), which is incorporated herein by reference.
(d) Including divestments and reimbursements of non-current loans.
(e) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.

2018 vs. 2017


In 2018, petroleum product sales increased by 1% compared to 2017. The sale of TotalErg in Italy was offset by higher sales in the rest of the
world.
Non-Group sales for the Marketing & Services segment in 2018 were $90,206 million compared to $74,634 million in 2017, an increase of
21%.
The segment’s adjusted net operating income was stable in 2018 at $1,652 million, a decrease of 1% compared to $1,676 million in 2017.
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 the segment’s adjusted net operating income in 2018 of $5 million
compared to a positive impact of $3 million in 2017. The exclusion of special items had a positive impact on the segment’s adjusted net
operating income in 2018 of $31 million compared to a negative impact of $82 million in 2017.
The segment’s cash flow from operating activities excluding financial charges for the full-year 2018 was $2,759 million, an increase of 24%
compared to $2,221 million in 2017. Operating cash flow for the full-year 2018 excluding the change in working capital at replacement cost
and without financial charges was $2,156 million compared to $2,242 million in 2017, a decrease of 4%.
For information on the Marketing & Services segment’s investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document
(starting on page 68), which is incorporated herein by reference. See also “- 5.4 Liquidity and Capital Resources”, below.
In this context, the segment’s ROACE for the full-year 2018 was 25% compared to 26% for the full year 2017.

(1) “Backwardation” is the price structure where the prompt price of an index is higher than the future price.

Form 20-F 2018 TOTAL 11


2017 vs. 2016
In 2017, petroleum product sales were generally stable compared to the previous year, with a move toward Africa and Asia where the Group
has strong growth. European sales were affected by the divestment of mature LPG distribution activities in Belgium and Germany.
Non-Group sales for the Marketing & Services segment in 2017 were $74,634 million compared to $66,351 million in 2016, an increase of
12%.
The Marketing & Services segment’s results continue to grow in a context of strong retail margins, notably in Africa. The segment’s adjusted
net operating income in 2017 was $1,676 million, an increase of 8% compared to $1,559 million in 2016.
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 the segment’s adjusted net operating income in 2017 of $3 million
compared to a positive impact of $13 million in 2016. The exclusion of special items had a negative impact on the segment’s adjusted net
operating income in 2017 of $82 million compared to a positive impact of $128 million in 2016.
The segment’s cash flow from operating activities excluding financial charges for the full-year 2017 was $2,221 million, an increase of 21%
compared to $1,833 million in 2016. Operating cash flow for the full-year 2017 excluding the change in working capital at replacement cost
and without financial charges was $2,242 million compared to $1,966 million in 2016, an increase of 14%.
In this context, the segment’s ROACE for the full-year 2017 was 26% compared to 27% for the full year 2016.

5.4 Liquidity and capital resources


(M$) 2018 2017 2016

Cash flow from operating activities 24,703 22,319 16,521


Including (increase) decrease in working capital 769 827 (1,119)
Cash flow used in investing activities (14,946) (11,632) (17,653)
Total expenditures (22,185) (16,896) (20,530)
Total divestments 7,239 5,264 2,877
Cash flow from financing activities (13,925) (5,540) 3,532
Net increase (decrease) in cash and cash equivalents (4,168) 5,147 2,400
Effect of exchange rates (1,110) 3,441 (1,072)
Cash and cash equivalents at the beginning of the period 33,185 24,597 23,269
Cash and cash equivalents at the end of the period 27,907 33,185 24,597

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 of non- 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.

5.4.1 Capital expenditures


The largest part of TOTAL’s capital expenditures in 2018 of $22,185 million was made up of additions to intangible assets and property, plant
and equipment (approximately 75%), with the remainder attributable to equity-method affiliates and to acquisitions of subsidiaries. In the
Exploration & Production segment, as described in more detail under point 9.1.6 (“Cost incurred”) of chapter 9 of the 2018 Registration
Document (on page 373), which is incorporated herein by reference, capital expenditures in 2018 were principally development costs
(approximately 68%, mainly for construction of new production facilities), exploration expenditures (successful or unsuccessful, approximately
4%) and acquisitions of proved and unproved properties (approximately 28%). In the Gas, Renewables & Power segment, approximately 80%
of capital expenditures in 2018 were acquisitions, with the balance being related mainly to facilities investments. In the Refining & Chemicals
segment, approximately 83% of capital expenditures in 2018 were related to refining and petrochemical activities (essentially 71% for existing
units including maintenance and major turnarounds and 29% for new construction), the balance being related mainly to Hutchinson. In the
Marketing & Services segment, approximately 25% of capital expenditures in 2018 were acquisitions, with the balance being related to
expenditures mainly in Europe and Africa.
For additional information on capital expenditures, refer to the discussion above in “- 5.1 Overview”, “- 5.2 Group results 2016-2018” and “-
5.3 Business segment reporting”, above, as well as points 1.5.2 (“A targeted investment policy”) of chapter 1 (on page 23) and 2.5
(“Investments”) of chapter 2 (starting on page 68) of the 2018 Registration Document, which are incorporated herein by reference.

5.4.2 Cash flow


Cash flow from operating activities in 2018 was $24,703 million compared to $22,319 million in 2017 and $16,521 million in 2016. The
increase of $2,384 million from 2017 to 2018 was mainly due to an increase of the net result.
Cash flow used in investing activities in 2018 was $14,946 million compared to $11,632 million in 2017 and $17,653 million in 2016. The
increase of $3,314 million from 2017 to 2018 was mainly due to higher expenditures on the portfolio of Exploration & Production and Gas,
Renewables & Power segments. The decrease of $6,021 million from 2016 to 2017 was mainly due to lower expenditures on the portfolio of
Exploration & Production projects and higher divestments mainly in the Refining & Chemicals segment (principally Atotech). Total expenditures
in 2018 were $22,185 million compared to $16,896 million in 2017 and $20,530 million in 2016. During 2018, 69% of the expenditures were
made by the Exploration & Production segment (as compared to 76% in 2017 and 78% in 2016), 16% by the Gas, Power & Renewables
segment (as compared to 5% in 2017 and 6% in 2016), 8% by the Refining & Chemicals segment (compared to 10% in 2017 and 9% in
2016) and 7% by the Marketing & Services segment (compared to 9% in 2017 and 6% in 2016). The main source of funding for these
expenditures was cash from operating activities and issuances of non-current debt. For additional information on expenditures, please refer to

12 TOTAL Form 20-F 2018


the discussions in “- 5.1 Overview”, “- 5.2 Group results 2016-2018” and “- 5.3 Business segment reporting”, above, and point 2.5
(“Investments”) of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
Divestments, based on selling price and net of cash sold, in 2018 were $7,239 million compared to $5,264 million in 2017 and $2,877 million
in 2016. In 2018, the Group’s principal divestments were assets sales of $5,172 million, consisting of the reasons set forth in “- 5.2 Group
results 2016-2018” above. In 2017, the Group’s principal divestments were assets sales of $4,239 million, consisting mainly of sales of
Atotech, interests in the Gina Krog field in Norway and in various mature assets in Gabon. In 2016, the Group’s principal divestments were
asset sales of $1,864 million, consisting mainly of interests in the FUKA and SIRGE gas pipelines, and the St. Fergus gas terminal in the
United Kingdom.
Cash flow from/(used in) financing activities in 2018 was $(13,925) million compared to $(5,540) million in 2017 and $3,532 million in 2016.
The decrease in cash flow from financing activities in 2018 compared to 2017 was primarily due to the buyback of shares in 2018 ($(4,328)
million in 2018 compared to $0 in 2017), the decrease in the net issuance of non- current debt ($649 million in 2018 compared to $2,277 million
in 2017) and the decrease in current financial assets and liabilities ($(797) million in 2018 compared to an increase of $1,903 million in 2017).

5.4.3 Indebtedness
The Company’s non-current financial debt at year-end 2018 was $40,129 million (1) compared to $41,340 million at year-end 2017 and
$43,067 million at year-end 2016. 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 15 (“Financial structure and financial costs”) to the Consolidated
Financial Statements in the 2018 Registration Document (starting on page 320), which is incorporated herein by reference. 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 2018 were $27,907 million compared to $33,185 million at year-end 2017 and $24,597 million at
year-end 2016.
On April 25, 2018, Moody’s upgraded TOTAL’s outlook to positive, with a long term credit rating remaining Aa3.

5.4.4 Shareholders’ equity


Shareholders’ equity at year-end 2018 was $118,114 million compared to $114,037 million at year-end 2017 and $101,574 million at
year-end 2016. Changes in shareholders’ equity in 2018 were primarily due to the impacts of comprehensive income, dividend payments, the
issuance of common shares and buy-back shares in the context of the shareholder return policy announced in February 2018. Changes in
shareholders’ equity in 2017 were primarily due to the impacts of comprehensive income, dividend payments and the issuance of common
shares. Changes in shareholders’ equity in 2016 were primarily due to the impacts of comprehensive income, dividend payments, the
issuance of perpetual subordinated notes and the issuance of common shares.
In 2018, the Company bought back 72,766,481 TOTAL shares on the market, i.e., 2.76% of the share capital as of December 31, 2018.
71,950,977 TOTAL shares were bought back for cancellation, including:
— 47,229,037 shares in order to cancel the dilution related to the shares issued for payment (i) of the second and third interim dividends and
the final dividend for fiscal year 2017, as well as (ii) the first interim dividend for fiscal year 2018; and
— 24,721,940 shares for $1.5 billion (2), following the Board’s decision to buy back shares of the Company up to an amount of $5 billion over
the 2018-2020 period.
815,504 shares were bought back in order to cover the performance share plans approved by the Board of Directors on July 27, 2016, and
July 26, 2017.
Finally, the Board of Directors of TOTAL S.A, at a meeting held on December 12, 2018, decided, following the authorization of the Extraordinary
Shareholders’ Meeting on May 26, 2017, to cancel 44,590,699 treasury shares, including:
— 28,445,840 shares issued, with no discount, in 2018 for payment of the second and third interim dividends, as well as the final dividend,
for fiscal year 2017; and
— 16,144,859 shares bought back pursuant to the shareholder return policy, up to an amount of $5 billion over the 2018- 2020 period.
This transaction had no impact on the consolidated financial statements of TOTAL S.A., the number of fully- diluted weighted-average shares
or on the earnings per share.
In 2017, the Company did not buy back any shares.
As regards fiscal year 2016, following the authorization granted by the Extraordinary Shareholders’ Meeting of May 11, 2012, the Company’s
Board of Directors decided to cancel 100,331,268 treasury shares that the Company had bought back off-market in December 2016, under
the share buyback program authorized by the Shareholders’ Meeting on May 24, 2016, from four of its 100% indirectly controlled subsidiaries.

5.4.5 Net-debt-to-capital
As of December 31, 2018, TOTAL’s net-debt-to-capital ratio (3) was 15.5% compared to 11.9% and 21.1% at year-ends 2017 and 2016,
respectively. The increase from 2017 to 2018 was mostly due to the increase of the net debt driven by the decrease in cash and cash
equivalents and also by the increase of equity explained above.
As of December 31, 2018, the Company had $11,515 million of long-term confirmed lines of credit, of which $11,515 million were unused.

(1) Excludes net current and non-current financial debt of $(15) million as of December 31, 2018, related to assets classified in accordance with IFRS 5 “non- current assets held for sale and
discontinued operations”. None as of December 31, 2017.
(2) Or €1.2 billion at the average exchange rate for 2018.
(3) For additional information, refer to Note 15.1(E) to the Consolidated Financial Statements in the 2018 Registration Document (on page 325), which is incorporated herein by reference.

Form 20-F 2018 TOTAL 13


5.5 Guarantees and other off-balance sheet arrangements
As of December 31, 2018, the guarantees provided by the Company in connection with the financing of the Ichthys LNG project amounted to
$9,425 million. As of December 31, 2017, the guarantees amounted to $8,500 million.
Guarantees given against borrowings also include the guarantee given by the Company in connection with the financing of the Yamal LNG
project, which amounted to $3,875 million as of December 31, 2018, compared to $4,038 million as of December 31, 2017.
As of December 31, 2018, TOTAL S.A. has confirmed guarantees for Total Refining Saudi Arabia SAS shareholders’ advances for an amount
of $1,462 million as in 2017.
As of December 31, 2018, the guarantee given in 2008 by TOTAL S.A. in connection with the financing of the Yemen LNG project amounts to
$551 million as in 2017.
As of December 31, 2018, guarantees provided by TOTAL S.A. in connection with the financing of the Bayport Polymers LLC project,
amounted to $1,820 million.
These guarantees and other information on the Company’s commitments and contingencies are presented in Note 13 (“Off balance sheet
commitments and lease contracts”) to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 312),
which is incorporated herein by reference.
The Group does not currently consider that these guarantees, or any other off- balance sheet arrangements of the Company or 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.

5.6 Contractual obligations


Less than More than
Payment due by period (M$) 1 year 1-3 years 3-5 years 5 years Total

Non-current debt obligations (a) - 9,156 9,916 18,712 37,784


Current portion of non-current debt obligations (b) 5,027 - - - 5,027
Finance lease obligations (c)
213 242 226 1,197 1,878
Asset retirement obligations (d) 844 1,664 1,724 10,054 14,286
Operating lease obligations (c) 1,644 2,249 1,442 3,795 9,130
– Purchase obligations (e) 9,708 14,762 15,890 80,759 121,119
TOTAL 17,436 28,073 29,198 114,517 189,224

(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 (refer to
point 8.4 of chapter 8 of the 2018 Registration Document (on page 256), which is incorporated herein by reference). 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 of $1,665 million.
(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 Consolidated 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 of $213 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, 2018, less the financial expense due on
finance lease obligations for $934 million.
(d) The discounted present value of Exploration & Production 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 Exploration & Production segment; and contracts for capital investment projects in the Refining & Chemicals segment. 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, refer to Note 13 to the Consolidated Financial Statements in the 2018
Registration Document (starting on page 312), which is incorporated herein by reference. The Group has other obligations in connection with
pension plans that are described in Note 10 (“Payroll, staff and employee benefits obligations”) to the Consolidated Financial Statements in
the 2018 Registration Document (starting on page 304), which is incorporated herein by reference. 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 12 (“Provisions and
other non-current liabilities”) to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 310), which is
incorporated herein by reference, 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.

5.7 Research and development


For a discussion of the Group’s R&D policies and activities, refer to points 1.5.1 of chapter 1 (on page 23) and 2.6 of chapter 2 (starting on
page 70) of the 2018 Registration Document, which are incorporated herein by reference.

14 TOTAL Form 20-F 2018


ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The following information concerning directors and senior management from the 2018 Registration Document is incorporated herein by
reference:
— composition of the Board of Directors (introduction and point 4.1.1 of chapter 4, starting on page 112); and
— information concerning the General Management (point 4.1.5 of chapter 4, starting on page 138).
The following information concerning compensation from the 2018 Registration Document is incorporated herein by reference:
— approach to overall compensation (point 5.3.1.2 of chapter 5, starting on page 182); and
— compensation for the administration and management bodies (point 4.3 of chapter 4, starting on page 145).
The following information concerning Board practices and corporate governance from the 2018 Registration Document is incorporated herein
by reference:
— practices of the Board of Directors (point 4.1.2 of chapter 4, starting on page 125);
— report of the Lead Independent Director on her mandate (point 4.1.3 of chapter 4, starting on page 137);
— evaluation of the functioning of the Board of Directors (point 4.1.4 of chapter 4, on page 138); and
— statement regarding corporate governance (point 4.2 of chapter 4, on page 145).
The following information concerning employees and share ownership from the 2018 Registration Document is incorporated herein by
reference:
— number and categories of employees (point 5.3.1.1 of chapter 5, starting on page 181);
— shares held by the administration and management bodies (point 4.1.6 of chapter 4, starting on page 143); and
— employee shareholding (point 6.4.2 of chapter 6, on page 237).

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


The following information concerning shareholders from the 2018 Registration Document is incorporated herein by reference:
— major shareholders (point 6.4.1 of chapter 6, starting on page 235); and
— shareholding structure (point 6.4.3 of chapter 6, on page 237).
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 point 8.3 of Note 8 (“Equity affiliates, other investments and related parties”) to the Consolidated
Financial Statements in the 2018 Registration Document (starting on page 294), which is incorporated herein by reference). 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,
2018, and ending on the date of this document.

ITEM 8. FINANCIAL INFORMATION


The following information from the 2018 Registration Document is incorporated herein by reference:
— Consolidated Financial Statements and Notes thereto (chapter 8, starting on page 265);
— supplemental oil and gas information (points 9.1 and 9.2 of chapter 9, starting on page 362);
— report on payments made to governments (point 9.3 of chapter 9, starting on page 380);
— legal and arbitration proceedings (point 3.2 of chapter 3, starting on page 85); and
— dividend policy and other related information (point 6.2 of chapter 6, starting on page 229).
Except for certain events mentioned in “Item 5. Operating and financial review and prospects”, point 3.2 (“Legal and arbitration proceedings”)
of chapter 3 (starting on page 85) and Note 17 (“Post closing events”) to the Consolidated Financial Statements (on page 339) of the 2018
Registration Document, which are incorporated herein by reference, no significant changes to the Group’s financial or commercial situation
have occurred since the date of the Company’s Consolidated Financial Statements.
Refer to “Item 18. Financial statements” for the reports of the statutory auditors.

ITEM 9. THE OFFER AND LISTING

9.1 Markets
The principal trading markets for the Company’s shares are the following: Euronext Paris (France) and the New York Stock Exchange (“NYSE”,
United States). The shares are also listed on Euronext Brussels (Brussels) and the London Stock Exchange (United Kingdom).

Form 20-F 2018 TOTAL 15


9.2 Offer and listing details
Provided below is certain information on trading on Euronext Paris and the New York Stock Exchange. For additional information on listing
details and share performance, refer to point 6.1 (“Listing details”) of chapter 6 of the 2018 Registration Document (starting on page 226),
which is incorporated herein by reference.

9.2.1 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 settle and transfer ownership two trading days after a transaction (T+2). 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 100 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 Stoxx Europe 50 and 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.
TOTAL’s ticker symbol for Euronext Paris is FP.

9.2.2 Trading on the New York Stock Exchange


ADSs evidenced by ADRs have been listed on the NYSE since October 25, 1991. JPMORGAN CHASE BANK, N.A. serves as depositary with
respect to the ADSs evidenced by ADRs traded on the NYSE. One ADS corresponds to one TOTAL share.
TOTAL’s ticker symbol for the NYSE is TOT.

ITEM 10. ADDITIONAL INFORMATION

10.1 Share capital


The following information from the 2018 Registration Document is incorporated herein by reference:
— information concerning the share capital (point 7.1 of chapter 7, starting on page 242);
— the use of delegations of authority and power granted to the Board of Directors with respect to share capital increases (point 4.4.2 of
chapter 4, starting on page 170);
— information on share buybacks (point 6.3 of chapter 6, starting on page 232); and
— factors likely to have an impact in the event of a public offering (point 4.4.4 of chapter 4, starting on page 171).

10.2 Memorandum and articles of association


The following information from the 2018 Registration Document is incorporated herein by reference:
— information concerning the articles of incorporation and bylaws, and other information (point 7.2 of chapter 7, starting on page 244); and
— participation of shareholders at shareholders’ meetings (point 4.4.3 of chapter 4, on page 171).

10.3 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 20, 2017.

10.4 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.

16 TOTAL Form 20-F 2018


10.5 Taxation

10.5.1 General
This section generally summarizes the material U.S. federal income tax and French tax consequences of owning and disposing of shares or
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 (1) 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 or (2) it has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person.
This section does not address the Medicare tax on net investment income and does not apply to members of special classes of holders
subject to special rules, including without limitation:
— broker-dealers;
— traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
— tax-exempt organizations;
— certain financial institutions;
— insurance companies;
— U.S. pension funds;
— U.S. Regulated Investment Companies (RICs), Real Estate Investment Trusts (REITs), and Real Estate Mortgage Investment Conduits
(REMICs);
— persons who are liable for the alternative minimum tax;
— persons that actually or constructively own 10% or more of the shares of TOTAL (by vote or value);
— persons who acquired the shares or ADS pursuant to the exercise of any employee share option or otherwise as consideration;
— persons that purchase or sell shares or ADSs as part of a wash sale for U.S. federal income tax purposes;
— persons holding offsetting positions in respect of the shares or ADSs (including as part of a straddle, hedging, conversion or integrated
transaction);
— persons subject to special tax accounting rules as a result of any item of gross income with respect to the shares or ADSs being taken
into account in an applicable financial statement;
— U.S. expatriates; and
— persons whose functional currency is not the U.S. dollar.
If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds 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 shares or ADSs should consult their tax advisors as to the tax consequences of owning or disposing of shares or ADSs, as
applicable.
Under French law, specific rules apply to trusts, in particular specific tax and filing requirements; additionally, specific rules apply to wealth,
estate and gift taxes as they apply to trusts. Given the complex nature of these 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 shares or ADSs held in a trust. If shares or ADSs are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax
advisor regarding the specific tax consequences of acquiring, owning and disposing of shares or ADSs.
In addition, the discussion below 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 shares or ADSs (in
particular, under the “Limitation on Benefits” provision of the Treaty). 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.
The discussions below of the material U.S. federal income tax consequences to U.S. Holders of owning and disposing of shares or ADSs of
TOTAL are based on the Internal Revenue Code of 1986, as amended (IRC), Treasury regulations promulgated thereunder and judicial and
administrative interpretations thereof, all as in effect on the date hereof and all of which are subject to change, which change could apply
retroactively and could affect the tax consequences described below. The description of the material French tax consequences is based on
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.
In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, a U.S. Holder of ADRs evidencing ADSs will
be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be
subject to U.S. federal income tax. The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the
holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the beneficial ownership
of the underlying security. Accordingly, the creditability of any French taxes and the availability of the reduced tax rate for any dividends
received by certain non-corporate U.S. Holders (as discussed below), could be affected by actions taken by intermediaries in the chain of
ownership between the holders of the ADSs and TOTAL if as a result of such actions the U.S. Holders of the ADSs are not properly treated as
beneficial owners of underlying shares.
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

Form 20-F 2018 TOTAL 17


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 Article 238- 0 A of the
French Code général des impôts (“French Tax Code”) as such provision or list may be amended from time to time or replaced by any other
provision or list having a similar purpose. 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, nor does it apply to capital gains realized by persons established or
domiciled in such a NCCT. Furthermore, the following summary does not address the tax treatment applicable to temporary transfers and
other similar transactions which could, under certain conditions, fall within the scope of the new anti- abuse measure set forth in Article 119 bis A
of the French Tax Code with effect as from July 1, 2019.
Holders are urged to consult their own tax advisors regarding the U.S. federal, state and local, and the French and other tax
consequences of owning and disposing shares or ADSs 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.

10.5.2 Taxation of dividends

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 who are U.S. Holders are in principle subject to a French withholding tax regardless of whether they
are paid in cash, in shares or a mix of both. The French withholding tax is levied (i) at a rate of 12.8% for dividends paid to U.S. Holders who
are individuals and (ii) at a rate of 30% (to be reduced and aligned on the standard corporate income tax rate set forth in the second
paragraph of Article 219-I of the French Tax Code which is set at a rate of (x) 28% for fiscal years commencing on or after January 1, 2020, (y)
26.5% for fiscal years commencing on or after January 1, 2021 and (z) 25% for fiscal years commencing on or after January 1, 2022) for
dividends paid to U.S. Holders that are legal entities (the “Legal Entities U.S. Holders”) subject to more favorable provisions of the Treaty as
described below and certain more favorable French domestic law provisions.
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. This reduced rate is, in practice, only of interest to Legal Entities U.S. Holders subject to the
withholding tax at a rate of 30%.
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-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 the
U.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 the French paying agent with a list 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, a United States resident within the meaning
of the Treaty. These documents must be sent to the French paying agent within a time frame that will allow the French paying agent to file
them no later than the end of the third 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.
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 procedure”, 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. 5000- FR and 5001-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. 5000-FR and 5001-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, are to be provided by the Depositary to all U.S. Holders of ADRs registered with the Depositary. The
Depositary is 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.
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:
(i) 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: (a) the fund raises capital among a number of investors for

18 TOTAL Form 20-F 2018


the purpose of investing in accordance with a defined investment policy, in the interest of its investors, and (b) the fund has characteristics
similar to those of collective investment funds organized under French law fulfilling the conditions set forth in Article 119- bis 2, 2 of the
French Tax Code and the Administrative Guidelines Bulletin Officiel des Finances Publiques, BOI-RPPM-RCM-30-30-20-70-20170607
(i.e., among others, open-end mutual fund (OPCVM), open-end real estate fund (OPCI) and closed-end investment companies (SICAF));
and
(ii) companies whose effective place of management is, or which have a permanent establishment receiving the dividends, in a Member
State of the European Union or in another State or territory that has entered with France into an administrative assistance agreement for
the purpose of combating fraud and tax evasion, such as the United States, that are in a loss-making position and subject, at the time of
the distribution, to insolvency proceedings similar to the one set out in Article L. 640- 1 of the French Commercial Code (or where there is
no such procedure available, in a situation of cessation of payments with recovery being manifestly impossible) and that meet the other
conditions set out in Article 119 quinquies of the French Tax Code as specified by the Administrative Guidelines Bulletin Officiel des
Finances Publiques, BOI-RPPM-RCM-30-30-20-80-20160406.
Collective investment funds and companies mentioned in (ii) above are urged to consult their own tax advisors to confirm whether they are
eligible to such provisions and under which conditions.

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 that a U.S. Holder must include in gross income equals the amount paid by TOTAL (i.e., the net distribution received plus any tax
withheld therefrom) to the extent of the current or accumulated earnings and profits of TOTAL (as determined for U.S. federal income tax
purposes). Dividends will not be eligible for the dividends-received deduction allowed to a U.S. corporation under IRC section 243. Distributions,
if any, in excess of such current and accumulated earnings and profits as determined for U.S. federal income tax purposes will constitute a
non-taxable return of capital to a U.S. Holder and will be applied against and reduce such U.S. Holder’s tax basis in such shares or ADS. To
the extent that such distributions are in excess of such basis, the distributions will constitute capital gain. Because TOTAL does not currently
maintain calculations of earnings and profits for U.S. federal income tax purposes, a U.S. Holder of shares or ADSs of TOTAL should expect
to treat distributions with respect to the shares or ADSs as dividends.
Dividends paid to a non-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 (1) the Company is neither a passive foreign investment company nor treated as such with
respect to the U.S. Holder for the taxable year in which the dividend was paid and the preceding taxable year and (2) certain holding period
requirements are met. TOTAL believes that dividends paid by TOTAL with respect to its shares or ADSs will be qualified dividend income. 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.
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 and, for foreign tax credit limitation purposes, from sources within the United States and will
not be eligible for the special tax rate applicable to qualified dividend income. The U.S. federal income tax rules governing the availability
and computation of foreign tax credits are complex. U.S. Holders should consult their own tax advisors concerning the implications
of these rules in light of their particular circumstances.
Subject to certain conditions and limitations, U.S. Holders may elect to claim a credit against their U.S. federal income tax liability for the net
amount of French taxes withheld in accordance with the Treaty and paid over to the French tax authorities. 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
holder’s U.S. federal income tax liability. For this purpose, dividends distributed by TOTAL will generally constitute “passive income” for
purposes of computing the foreign tax credit allowable to the U.S. Holder.
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.

10.5.3 Taxation of disposition of shares


Under French domestic law, a U.S. Holder will not be subject to French tax on any capital gain from the sale or exchange of the shares or
ADSs or redemption of the underlying shares that the ADSs represent.
Pursuant to Article 235 ter ZD of the French tax code, a financial transaction tax applies, under certain conditions, to the acquisition of shares
of publicly traded companies registered in France having a market capitalization over €1 billion on December 1 of the year preceding the
acquisition. A list of the companies within the scope of the financial transaction tax for 2019 is published in the Administrative guidelines
Bulletin Officiel des Finances Publiques, BOI-ANNX-000467-20181217. TOTAL is included in this list, although it cannot be excluded that this
list might be amended in the future. The tax also applies to the acquisition of ADRs evidencing ADSs. The financial transaction tax is due at a
rate of 0.3% 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 will
generally recognize capital gain or loss upon the sale or other disposition of shares or ADSs equal to the difference between the U.S. dollar
value of the amount realized on the sale or disposal and the holder’s tax basis, determined in U.S. dollars, in the shares or ADSs. The gain or
loss will generally 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 disposal. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at
preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to limitation.

Form 20-F 2018 TOTAL 19


10.5.4 Passive foreign investment status
TOTAL believes that the shares and ADSs are not treated as stock of a passive foreign investment company (PFIC) for U.S. federal income tax
purposes, and TOTAL does not expect that it will be treated as a PFIC in the current or future taxable years. This conclusion is a factual
determination that is made annually and thus is subject to uncertainty and change. In general, a non- U.S. corporation will be a PFIC for any
taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets (based on
an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the
production of passive income. If TOTAL were treated as a PFIC with respect to a U.S. Holder for any taxable year, the U.S. Holder generally
would suffer adverse tax consequences, that may include having gains realized on the disposition of the shares or ADSs treated as ordinary
income rather than capital gain and being subject to punitive interest charges on the receipt of certain distributions and on the proceeds of the
sale or other disposition of the shares or ADSs. U.S. Holders would also be subject to information reporting requirements on an annual basis.
U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to shares or ADSs.

10.5.5 French estate and gift taxes


In general, a transfer of shares or ADSs 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 the gift, or at the time of the transferor’s death, or if
the shares or ADSs were used in, or held for use in, the conduct of a business through a permanent establishment or a fixed base in France.

10.5.6 French wealth tax


As of January 1, 2018, the French wealth tax was abolished and a new real estate wealth tax was introduced. The French real estate wealth
tax does not apply to a U.S. Holder (i) that is not an individual, or (ii) in the case of individuals, where the members of the taxable household
own, directly or indirectly, less than 10% of the share capital or the voting rights of TOTAL.

10.5.7 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.

10.6 Dividends and paying agents


The information set forth in point 6.2.2 (“Dividend payment”) of chapter 6 of the 2018 Registration Document (on page 231) is incorporated
herein by reference.

10.7 Statements by experts


The independent third-party report of DeGolyer and MacNaughton, a petroleum engineering consulting firm with address at 5001 Spring
Valley Road, Suite 800 East, Dallas, Texas 75244, is attached as Exhibit 15.3 to this Form 20-F. This report provides TOTAL estimates of proved
crude oil, condensate and gas reserves, as of December 31, 2018, of certain properties attributable to or controlled by PAO NOVATEK. As
evidenced by Exhibit 15.4 to this Form 20-F, DeGolyer and MacNaughton has consented to the inclusion of their report in this Form 20- F.

10.8 Documents on display


TOTAL files annual, periodic, and other reports and information with the Securities and Exchange Commission. All of TOTAL’s SEC filings
made after December 31, 2001 are available to the public at the SEC website at 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.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Please refer to Notes 15.3 (“Financial risks management”) (starting on page 330) and 16.2 (“Oil and Gas market related risks management”)
(on page 339) to the Consolidated Financial Statements in the 2018 Registration Document, which are incorporated herein by reference, for a
qualitative and quantitative discussion of the Group’s exposure to market risks. Please also refer to Notes 15.2 (“Fair value of financial
instruments excluding commodity contracts”) (starting on page 325) and 16 (“Financial instruments related to commodity contracts”) (starting
on page 336) to the Consolidated Financial Statements in the 2018 Registration Document, which are incorporated herein by reference, 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 Notes 15.2 (starting on page 325) and 16
(starting on page 336) to the Consolidated Financial Statements in the 2018 Registration Document, which are incorporated herein by reference.
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 segments 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.

20 TOTAL Form 20-F 2018


ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.1 American depositary receipts fees and charges


JPMORGAN CHASE BANK, N.A., as depositary for the TOTAL S.A. ADR program, 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. A
copy of the depositary agreement is attached as Exhibit (a) to the registration statement on Form F- 6 (Reg. No. 333-199737) filed by the
Company with the SEC on October 31, 2014.

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 — Distribution, by the depositary, of deposited securities to ADS
distributed to the investor had been shares and the shares had registered holders
been deposited for issuance of ADSs
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 — As necessary
custodian have to pay on any ADS or share underlying an ADS,
for example, stock transfer taxes, stamp duty or withholding taxes
Any charges incurred by the depositary or its agents for servicing — As necessary
the deposited securities

The depositary has agreed to provide the Company with payments concerning, among other things, expenses incurred by the Company for
the establishment and maintenance of the ADR program that include, but are not limited to, exchange listing fees, annual meeting expenses,
standard out-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 make additional
payments to the Company based on certain applicable performance indicators related to the ADR facility.
During the fiscal year ended December 31, 2018, the Company received net payments of $6.6 million from the depositary.

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

15.1 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 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

Form 20-F 2018 TOTAL 21


effective to provide reasonable 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 themselves, as appropriate to allow timely decisions regarding required disclosure.

15.2 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.
Direct Énergie, Quadran and Global LNG, entities acquired in 2018, are excluded from the scope of the assessment of and conclusion on the
effectiveness of internal control over financial reporting. These three entities represented respectively 1.34%, 0.50% and 2.15% of the Group’s
total assets as of December 31, 2018 and 0.34%, 0.04% and 0.07% of the Group’s 2018 consolidated sales, which are included in the 2018
consolidated financial statements of the Group.
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 Internal Control – Integrated Framework (2013) issued 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, 2018.
The effectiveness of internal control over financial reporting as of December 31, 2018, was audited by ERNST & YOUNG Audit and KPMG
Audit, a division of KPMG S.A., independent registered public accounting firms, as stated in their report included in Item 18 of this annual
report.

15.3 Changes in internal control over financial reporting


There were no 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.

15.4 Internal control and risk management procedures


For additional information, refer to points 3.3 and 3.5 of chapter 3 of the 2018 Registration Document (starting on pages 86 and 93,
respectively), which are incorporated herein by reference.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT


Ms. Marie-Christine Coisne-Roquette is the Audit Committee financial expert. She is an independent member of the Board of Directors in
accordance with the NYSE listing standards applicable to TOTAL.

ITEM 16B. CODE OF ETHICS


At its meeting on October 27, 2016, the Board of Directors adopted a revised 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.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

16C.1 Fees for accountants’ services


The information set forth in point 4.4.5.2 of chapter 4 of the 2018 Registration Document (on page 172) is incorporated herein by reference.

16C.2 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-approval of services by the Audit Committee on
a case-by-case basis. The Audit Committee reviews on an annual basis the services provided by the statutory auditors. During 2018, no
audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to the de minimis exception to the
pre-approval requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

16C.3 Auditor’s term of office


French law provides that the statutory and alternate auditors are appointed for renewable 6 fiscal-year terms. The terms of office of the current
statutory auditors and the alternate auditors will expire at the end of the Annual Shareholders’ Meeting called in 2022 to approve the financial
statements for fiscal year 2021.

22 TOTAL Form 20-F 2018


ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS
FOR AUDIT COMMITTEES
None.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER


AND AFFILIATED PURCHASERS
Total Number Of Maximum Number
Shares (Or Units) Of Shares (Or Units)
Total Number Purchased, That May Yet Be
Of Shares Average Price As Part Of Publicly Purchased
(Or Units) Paid Per Share Announced Plans Under The Plans
Period (in 2018) Purchased (Or Units) (€) Or Programs(a) Or Programs(b)

January - - - 245,240,915
February 3,806,704 46.12 3,806,704 242,156,301
March 6,013,784 46.57 6,013,784 245,334,772
April 2,526,827 48.40 2,526,827 244,277,316
May 3,052,902 52.81 3,052,902 242,215,739
June 13,453,104 52.40 13,453,104 229,361,106
July 4,203,193 53.32 4,203,193 229,245,637
August 5,346,739 54.54 5,346,739 223,915,417
September 3,825,608 54.31 3,825,608 220,111,990
October 3,072,673 55.34 3,072,673 218,918,027
November 17,575,126 50.16 17,575,126 201,344,111
December 9,889,821 48.60 9,889,821 231,586,919

(a) The Annual Shareholders’ Meeting of June 1, 2018, canceled and superseded the previous resolution (for any unused portion) from the Annual Shareholders’ Meeting of May 26, 2017,
authorizing the Board of Directors to trade in the Company’s own shares on the market for a period of 18 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 held by the Company, either directly or indirectly through its subsidiaries, exceed 10% of the share capital. This authorization will be renewed subject to the approval of
the Annual Shareholders’ Meeting of May 29, 2019.
(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 subscription
or purchase option plans and the performance share plans for Group employees.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT


Not applicable.

ITEM 16G. CORPORATE GOVERNANCE


This section presents a 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.

16G.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 (“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) 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 of Listed Corporations (the “AFEP- MEDEF Code”) published by the two main
French business confederations, the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France
(MEDEF), the latest version of which was published in June 2018.
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 nominations committees) and the independence
criteria for board members. Articles L. 820-1 et 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).

Form 20-F 2018 TOTAL 23


For an overview of certain of our corporate governance policies, refer to points 4.1 and 4.2 of chapter 4 of the 2018 Registration Document
(starting on page 112), which are incorporated herein by reference.

16G.2 Composition of Board of Directors; Independence


The NYSE listing standards provide that the board of directors of a U.S.-listed company must include 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 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. Furthermore,
as discussed below, the listing standards 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-MEDEF Code recommends, however, that (i) the independent directors should account for
half of the members of the board of directors of widely-held corporations without controlling shareholders, and (ii) independent directors
should account for at least one-third of board members in controlled companies. Members of the board representing employees and
employee shareholders are not taken into account in calculating these percentages. The AFEP-MEDEF Code states that a director is
independent when “he or she has no relationship of any kind whatsoever with the corporation, its group or the management that may interfere
with his or her freedom of judgment. Accordingly, an independent director is understood to be any non- executive director of the corporation
or the group who has no particular bonds of interest (significant shareholder, employee, other) with them.” The AFEP- MEDEF Code also
enumerates specific criteria for determining independence, which are on the whole consistent with the goals of the NYSE listing standards, as
recently amended, although the specific tests under the two standards may vary on some points.
As noted in the AFEP-MEDEF Code, “qualification as an independent director should be discussed by the appointments committee […] and
decided on by the board on the occasion of the appointment of a director, and annually for all directors.”
For an overview of the Company’s Board of Directors’ assessment of the independence of the Company’s Directors, including a description of
the Board’s independence criteria, refer to point 4.1.1.4 of chapter 4 of the 2018 Registration Document (starting on page 121), which is
incorporated herein by reference.

16G.3 Representation of women on corporate boards


The French Commercial Code provides for legally binding quotas to balance gender representation on boards of directors of French listed
companies, requiring that each gender represent at least 40%. Directors representing the employees are not taken into account in calculating
this percentage. When the board of directors consists of a maximum of eight members, the difference between the number of directors of
each gender should not be higher than two. Any appointment of a director made in violation of these rules will be declared null and void and
payment of the directors’ compensation will be suspended until the board composition is compliant with the required quota (the suspension
of the directors’ compensation will also be disclosed in the management report). However, if a director whose appointment is null and void
takes part in decisions of the board of directors, such decisions are not declared automatically null and void by virtue thereof. As of March 13,
2019, the Company’s Board of Directors had six male and six female members. Therefore, excluding the director representing employees in
accordance with French law, the proportion of women on the Board was 45.5%.

16G.4 Board committees

16G.4.1 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. Furthermore, the listing 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 currently 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 the audit committee required by French
law, a nominations committee and a compensation 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 nominations committee be independent
directors. It is recommended that the chairman of the compensation committee be independent and that one of its members be an employee
director. None of those three committees should include any Executive Officer (1).
TOTAL has established an Audit Committee, a Governance and Ethics Committee, a Compensation Committee and a Strategy & CSR
Committee. As of March 13, 2019, the composition of these Committees was as follows:
— the Audit Committee had four members, 100% of whom have been deemed independent by the Board of Directors;
— the Governance and Ethics Committee had four members, 100% of whom have been deemed independent by the Board of Directors;
— the Compensation Committee had five members, 100% of whom have been deemed independent by the Board of Directors (according
to point 14.1 of the AFEP-MEDEF Code, directors representing the employee shareholders and directors representing employees are not
taken into account when determining this percentage); and
— the Strategy & CSR Committee had six members. With the exception of Mr. Pouyanné, who chairs the committee, all members of this
Committee have been deemed independent by the Board of Directors (according to point 14.1 of the AFEP- MEDEF Code, directors
representing the employee shareholders and directors representing employees are not taken into account when determining this
percentage).

(1) As defined by the AFEP-MEDEF Code, Executive Officers “include the Chairman and Chief Executive Officer, the Deputy chief executive officer(s) of public limited companies with a Board
of Directors, the Chairman and members of the Management Board in public limited companies having a Management Board and Supervisory Board and the statutory managers of
partnerships limited by shares”.

24 TOTAL Form 20-F 2018


For a description of the scope of each Committee’s activity and the independence assessment of each member, see point 4.1.2.3 of chapter
4 of the 2018 Registration Document (starting on page 132), which is incorporated herein by reference.
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, however, those 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 thereon to the board of directors. Under French law, the board of directors has the final decision- making authority.

16G.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 and the AFEP-MEDEF Code share the NYSE listing
standards’ goal of establishing a system for overseeing the company’s accounting process that is independent from management and that
ensures auditor independence. As a result, they address similar topics, with some overlap.
Article L. 823-19 of the French Commercial Code requires the board of directors of companies listed in France to establish an audit
committee, at least one member of which must be an independent director and must be competent in finance, accounting or statutory audit
procedures. The AFEP-MEDEF Code provides that at least two-thirds of the directors on the audit committee be independent and that the
audit committee should not include any Executive Officer. Under NYSE rules, in the absence of an applicable exemption, audit committees are
required to satisfy the independence requirements under Rule 10A-3 of the Exchange Act. TOTAL’s Audit Committee consists of four
directors, all of whom meet the independence requirements under Rule 10A-3.
The duties of the Company’s Audit Committee, in line with French law and the AFEP- MEDEF Code, are described in point 4.1.2.3 of chapter
4 of the 2018 Registration Document (starting on page 132), which is incorporated herein by reference. The Audit Committee regularly reports
to the Board of Directors on the fulfillment of its tasks, the results of the financial statements certification process and the contribution of such
process to guaranteeing the financial information’s integrity.
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 auditors. French law
requires French companies that publish consolidated financial statements, such as TOTAL S.A., to have two co- statutory auditors. While the
NYSE listing standards require that the audit committee of a U.S.-listed have direct responsability for the appointment, compensation,
retention and oversight of the work of the auditor. French law provides that the election of the co- statutory 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 based on recommendations from the audit committee. The shareholders elect the statutory auditors for an
audit period of six financial years. The statutory auditors may only be revoked by a court order and only on grounds of professional negligence
or incapacity to perform their mission.

16G.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 a
meeting not attended by the Executive Officers be organized at least once a year.
Since December 16, 2015, the rules of procedure of the board of directors provide that, with the agreement of the Governance and Ethics
Committee, the Lead Independent Director may hold meetings of the directors who do not hold executive or salaried positions on the Board
of Directors. He or she reports to the Board of Directors on the conclusions of such meetings.
In December 2018, the Lead Independent Director held a meeting of the independent directors. She subsequently presented a summary of
this meeting to the Board of Directors.
Thus, the Board of Directors’ practice is in line with the recommendation made in the AFEP- MEDEF Code.

16G.6 Shareholder approval of compensation


Pursuant to the provisions of the French Commercial Code, as amended, the compensation of the chairman of the board of directors, the
chief executive officer and, as the case may be, the deputy chief executive officer(s) in French listed companies shall each year be submitted
to the approval of their shareholders. Articles L. 225-37-2 and L. 225-100 of the French Commercial Code provide respectively for an ex ante
vote and an ex post vote:
— ex ante vote: the shareholders shall each year approve the principles and criteria for determining, allocating and granting the fixed,
variable and exceptional components making up the total compensation and the benefits of any kind, attributable to each of the
abovementioned officers for the current fiscal year. In the event a resolution is rejected by the shareholders, the preceding already
approved compensation policy for the concerned officer will be applicable; and
— ex post vote: the shareholders shall each year approve the fixed, variable and exceptional components of the aggregate compensation
and benefit of any kinds due or attributable to each of the abovementioned officers for the preceding fiscal year. In the event a resolution
is rejected by the shareholders, the variable and exceptional components of the compensation will not be paid to the relevant officer.

16G.7 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.
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 review its operation annually and perform a formal evaluation at least once
every three years, under the leadership of the appointments or nominations committee or an independent director, assisted by an external
consultant. TOTAL’s Board of Directors’ most recent formal evaluation took place in early 2019. The AFEP- MEDEF Code also recommends

Form 20-F 2018 TOTAL 25


that shareholders be informed of these evaluations each year in the annual report. In addition, Article L. 225- 37 of the French Commercial
Code requires the board of directors to present to the shareholders a corporate governance report appended to the management report,
notably describing the composition of the board and the balanced representation of men and women on the board, the preparation and
organization of the Board’s work, as well as the offices and positions of each TOTAL Executive Officer and the compensation received by
each such officer. The AFEP-MEDEF Code also includes ethical rules concerning which directors are expected to comply.

16G.8 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. Under Article 17 of Law n° 2016/1691 of December 9, 2016, top management (such as the chairman of
the board or chief executive officer) of large French companies is required to adopt a code of conduct proscribing the different types of
behavior being likely to characterize acts of corruption, bribery or influence peddling. This code must be included in the rules of procedure of
the company and be submitted to employee representatives. 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 officers 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 description of the code of ethics adopted by TOTAL, refer to point 3.3.2 of chapter 3 of the 2018 Registration Document (starting
on page 87), which is incorporated herein by reference, and “Item 16B. Code of ethics”.

ITEM 16H. MINE SAFETY DISCLOSURE


Not applicable.

ITEM 17. FINANCIAL STATEMENTS


Not applicable.

ITEM 18. FINANCIAL STATEMENTS


The Consolidated Financial Statements and Notes thereto included in the 2018 Registration Document (starting on page 249) are incorporated
herein by reference.
The reports of the statutory auditors, ERNST & YOUNG Audit and KPMG Audit, a division of KPMG S.A., are included in the following pages:

26 TOTAL Form 20-F 2018


KPMG Audit ERNST & YOUNG Audit
Tour EQHO 1/2, place des Saisons
2 avenue Gambetta 92400 Courbevoie – Paris-La Défense 1
CS 60055 France
92066 Paris-La Défense Cedex
France

TOTAL S.A.
Registered office: 2, place Jean Millier – La Défense 6 – 92400 Courbevoie – France

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS


ON THE CONSOLIDATED FINANCIAL STATEMENTS
To the Board of Directors and Shareholders,
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of TOTAL S.A. and subsidiaries (“the Company”) as of December 31, 2018,
2017 and 2016, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for
each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, “the consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2018, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period
ended December 31, 2018, 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2019
expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
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 are public accounting firms registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audits provide a reasonable basis for our opinion.

Paris-La Défense, March 13, 2019

KPMG Audit, ERNST & YOUNG Audit


a division of KPMG S.A.

/s/ JACQUES-FRANÇOIS LETHU /s/ ERIC JACQUET /s/ ERNST & YOUNG AUDIT

Jacques-François Lethu Eric Jacquet ERNST & YOUNG Audit


Partner Partner

We or our predecessor firms have served as We have served as the


the Company’s auditor since 1996. Company’s auditor since 2004.

Form 20-F 2018 TOTAL 27


KPMG Audit ERNST & YOUNG Audit
Tour EQHO 1/2, place des Saisons
2 avenue Gambetta 92400 Courbevoie – Paris-La Défense 1
CS 60055 France
92066 Paris-La Défense Cedex
France

TOTAL S.A.
Registered office: 2, place Jean Millier – La Défense 6 – 92400 Courbevoie – France

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS


ON THE INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Shareholders and Board of Directors,
Opinion on Internal Control Over Financial Reporting
We have audited TOTAL S.A. and subsidiaries’ (“the Company”) internal control over financial reporting as of December 31, 2018, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of
and conclusion on the effectiveness of internal control over financial reporting did not include an evaluation of the internal control over financial
reporting of the following entities acquired in 2018: Direct Énergie, Quadran and Global LNG. These three entities represented respectively
1.34%, 0.50% and 2.15% of the Group’s total assets as of December 31, 2018 and 0.34%, 0.04% and 0.07% of the Group’s 2018
consolidated sales, which are included in the 2018 consolidated financial statements of the Group.
Our audit of internal control over financial reporting of the Group also did not include an evaluation of the internal control over financial
reporting of Direct Énergie, Quadran and Global LNG.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2018, 2017 and 2016, the related consolidated statements of income,
comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31,
2018 and the related notes (collectively, “the consolidated financial statements”), and our report dated March 13, 2019 expressed an
unqualified opinion on those consolidated financial statements.
Basis for Opinion
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 are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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
of internal control over financial reporting 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.

Paris-La Défense, March 13, 2019

KPMG Audit, ERNST & YOUNG Audit


a division of KPMG S.A.

/s/ JACQUES-FRANÇOIS LETHU /s/ ERIC JACQUET /s/ ERNST & YOUNG AUDIT

Jacques-François Lethu Eric Jacquet ERNST & YOUNG Audit


Partner Partner

28 TOTAL Form 20-F 2018


20-F_V6 26/04/19 08:21 Page29

ITEM 19. EXHIBITS


The following documents are filed as part of this annual report:
1 Bylaws (Statuts) of TOTAL S.A. (as amended through April 8, 2019).
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.
8 List of Subsidiaries (see Note 18 to the Consolidated Financial Statements included in the 2018 Registration Document (starting on
page 340), which is incorporated herein by reference).
11 Code of Ethics (incorporated by reference to the Company’s annual report on Form 20-F for the year ended December 31, 2016, filed
on March 17, 2017).
12.1 Certification of Chief Executive Officer.
12.2 Certification of Chief Financial Officer.
13.1 Certification of Chief Executive Officer.
13.2 Certification of Chief Financial Officer.
15.1 Excerpt of the pages and sections of the 2018 Registration Document incorporated herein by reference.
15.2 Consent of ERNST & YOUNG Audit and of KPMG Audit, a division of KPMG S.A. (incorporated by reference to the Company’s annual
report on Form 20-F for the year ended December 31, 2018, filed on March 20, 2019).
15.3 Third party report of DeGolyer and MacNaughton (incorporated by reference to the Company’s annual report on Form 20-F for the
year ended December 31, 2018, filed on March 20, 2019).
15.4 Consent of DeGolyer and MacNaughton (incorporated by reference to the Company’s annual report on Form 20-F for the year ended
December 31, 2018, filed on March 20, 2019).
101 XBRL Document (incorporated by reference to the Company’s annual report on Form 20-F for the year ended December 31, 2018,
filed on March 20, 2019).

SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the
undersigned to sign this Amendment No.1 to the annual report on its behalf.
TOTAL S.A.
By: /s/ PATRICK POUYANNÉ
Name: Patrick Pouyanné
Title: Chairman and Chief Executive Officer
Date: April 26, 2019

[© Agence Marc Praquin] Form 20-F 2018 TOTAL 29


[ THIS PAGE INTENTIONALLY LEFT BLANK ]
EXHIBIT 15.1
Exhibit 15.1 contains the excerpts of TOTAL S.A.’s 2018 Registration Document that are incorporated by reference into this Annual Report on
Form 20-F. (1)

(1) Where information has been deleted from TOTAL S.A.’s 2018 Registration Document, such deletion is indicated in this exhibit with a notation that such information has been redacted.
CONTENTS
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

Presentation of the Group – Non-financial performance 177


1 Integrated report 3 5 5.1 Introduction ........................................................179
1.1 Presentation of the Group and its governance ........4 5.2 Business model ..................................................180
1.2 An ambition that goes hand in hand with 5.3 Social challenges................................................181
sustainable growth: “become the responsible 5.4 Personal health and safety challenges ................189
energy major”..........................................................9
5.5 Environmental challenges ...................................192
1.3 Advantages that allow the Group to stand out
5.6 Climate change-related challenges .....................198
in a changing energy world...................................10
5.7 Actions in support of human rights .....................205
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
5.8 Fighting corruption and tax evasion ....................208
1.5 Strong commitments that benefit sustainable
growth..................................................................23 5.9 Societal challenges .............................................210
1.6 An organizational structure to support the 5.10 Contractors and suppliers ..................................215
Group’s ambition ..................................................26 5.11 Reporting scopes and method ...........................218
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Business overview for
2 fiscal year 2018 31
6 TOTAL and its shareholders 225
2.1 Exploration & Production segment........................32 6.1 Listing details......................................................226
2.2 Gas, Renewables & Power segment.....................51 6.2 Dividend .............................................................229
2.3 Refining & Chemicals segment .............................56 6.3 Share buybacks..................................................232
2.4 Marketing & Services segment .............................62 6.4 Shareholders ......................................................235
2.5 Investments ..........................................................68 [REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
2.6 Research & Development .....................................70 6.6 Investor relations ................................................239
2.7 Property, plant and equipment..............................72
General information 241

3 Risks and control 73 7 7.1 Share capital ......................................................242


3.1 Risk Factors .........................................................74 7.2 Articles of incorporation and bylaws;
3.2 Legal and arbitration proceedings.........................85 other information ................................................244
3.3 Internal control and risk management [REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
procedures ...........................................................86
Consolidated Financial Statements 249
3.4
3.5
Insurance and risk management...........................92
Vigilance Plan .......................................................93
8 [REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
8.2 Consolidated statement of income .....................254
Report on corporate
4 governance 111
8.3 Consolidated statement of comprehensive
income ...............................................................255
4.1 Administration and management bodies.............112 8.4 Consolidated balance sheet ...............................256
4.2 Statement regarding corporate governance........145 8.5 Consolidated statement of cash flow ..................257
4.3 Compensation for the administration and 8.6 Consolidated statement of changes in
management bodies...........................................145 shareholders’ equity ...........................................258
4.4 Additional information about corporate 8.7 Notes to the Consolidated Financial Statements ...259
governance ........................................................169
Supplemental oil and gas
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
9 information (unaudited) 361
9.1 Oil and gas information pursuant to
FASB Accounting Standards Codification 932 ....362
9.2 Other information................................................378
9.3 Report on the payments made to
governments (Article L. 225-102-3 of the
French Commercial Code) ..................................380

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

Glossary 423
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
PRESENTATION OF THE GROUP –
1
INTEGRATED REPORT

1.1 Presentation of the Group and its governance 4


1.1.1 A major energy player underpinned by stable governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.1.2 The Group in a few figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

1.2 An ambition that goes hand in hand with sustainable growth:


“become the responsible energy major” 9
1.2.1 A collective ambition to meet the challenges facing the energy sector. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.2.2 A clear strategy for sustainable growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

1.3 Advantages that allow the Group to stand out in a changing energy world 10
1.3.1 A long-standing energy player that draws on its strong identity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.3.2 Employees committed to better energy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.3.3 The strength of the Group’s integrated business model. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.3.4 Geographic presence: key to the Group’s future growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

1.5 Strong commitments that benefit sustainable growth 23


1.5.1 Committed R&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
1.5.2 A targeted investment policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
1.5.3 A continuous improvement dynamic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

1.6 An organizational structure to support the Group’s ambition 26


1.6.1 TOTAL S.A., parent company of the Group and its subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
1.6.2 An operational structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Registration Document 2018 TOTAL 3


1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

Presentation of the Group and its governance

1.1 Presentation of the Group and its governance


1.1.1 A major energy player underpinned by stable governance

1.1.1.1 4th largest international oil and gas major with consolidated sales of $209,363 million in 2018

TOTAL, a producer of oil and gas for nearly a century with a presence Energy, an essential resource, accompanies the development of
in more than 130 countries on 5 continents, is a major energy player (1) society. In view of the major challenges of today’s world, energy
that produces and markets fuels, natural gas and low-carbon producers have a key role to play.
electricity.
Thanks to the support provided by its governance and a diverse
The Group’s activities include the exploration and production of oil shareholder base, the Group is able to support its collective ambition
and gas, refining, petrochemicals and the distribution of energy in to become the responsible energy major.
various forms to the end customer. More than 104,000 employees
are committed to contributing to supply to as many people as
possible, a more affordable, more available and cleaner energy.

1.1.1.2 A diverse shareholder base


The shareholder base of TOTAL S.A. is diverse and spread throughout the world. It comprises institutional investors, individual shareholders
and employee shareholders committed to the Company project. For more information, refer to point 6.4 of chapter 6.

Shareholding structure by shareholder type Shareholding structure by area


Estimates below are as of December 31, 2018, excluding treasury Estimates below are as of December 31, 2018, excluding treasury
shares, based on the survey of identifiable holders of bearer shares shares, based on the survey of identifiable holders of bearer shares
conducted on that date. conducted on that date.

France 26.6%
Institutional shareholders 87.6%
Rest of Europe 19.2%

United Kingdom 13.2%


Group employees(a) 4.8%

Individual shareholders 7.6% Rest of the world 8.6%

North America 32.4%

(a) On the basis of employee shareholding as defined in Article L. 225-102


of the French Commercial Code, treasury shares excluded
(4.8% of the total share capital, refer to point 6.4.1 of chapter 6).

The number of individual and institutional shareholders of TOTAL S.A. is estimated at approximately 450,000.

(1) TOTAL S.A., a French limited liability company (société anonyme), currently constitutes with all the Group’s companies the world’s fourth largest publicly traded integrated oil and gas
group based on market capitalization (in dollars) as of December 31, 2018.

4 TOTAL Registration Document 2018


PRESENTATION OF THE GROUP – INTEGRATED REPORT

Presentation of the Group and its governance 1


1.1.1.3 A Board of Directors that is fully committed
and able to determine the Company’s strategic orientations

As of March 13, 2019

1
12 1 1 1 90%
directors Lead director director independent
Independent representing representing directors (a)
Director employee employees
shareholders

6 45.5% 54.5% 5.2 years 61


nationalities women (b) men (b) average average age
represented seniority of of directors
the Board

(a) Excluding the director representing the employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
For more information, refer to point 4.1.1.4 of chapter 4.
(b) Excluding the director representing employees, in accordance with Article L. 225-27-1 of the French Commercial Code.

The Board of Directors determines the strategic orientations of TOTAL management in strategic negotiations with States and the Group’s
and supervises their implementation. It approves investment and partners. The Board of Directors regularly examines whether maintaining
divestment operations when they concern amounts that exceed 3% the unified Management Form remains appropriate.
of the Group’s equity and examines all matters related to the proper
Attentive to the concerns of investors and stakeholders, the Board of
running of the Company. It monitors the management of both financial
Directors pays specific attention to the balance of power within the
and non-financial matters and ensures the quality of information
Group. Consequently, every year, the Board examines desirable
provided to shareholders and to financial markets.
changes to its composition to ensure it is maintaining a high level of
The Board of Directors relies on the work of four Committees that it independence and the full involvement of the directors in the work of
has constituted: the Audit Committee, the Governance and Ethics the Board and of the Committees. It was also for these reasons that
Committee, the Compensation Committee and the Strategy & CSR the Board of Directors, at its meeting on December 16, 2015,
Committee. amended the provisions of its Rules of Procedure to provide for the
appointment of a Lead Independent Director in case of the combination
Composed as of March 13, 2019, of 12 directors, including
of the positions of Chairman of the Board of Directors and Chief
9 independent members, the Board of Directors reflects diversity
Executive Officer. The Lead Independent Director’s duties, resources
and complementarity of experience, expertise, nationalities and
and rights are described in the Rules of Procedure of the Board of
cultures necessary to take account of the interests of all the Group’s
Directors. Aside from these duties, the Chairman and Chief Executive
shareholders and stakeholders.
Officer and the Lead Independent Director strive to maintain permanent
Since December 2015, Mr. Patrick Pouyanné has held the position contact on any important matter concerning the running of the
of Chairman and Chief Executive Officer of TOTAL S.A. His term of Company.
office having been renewed at the General Shareholders’ Meeting on
Since 2016, the Lead Independent Director has organized executive
June 1, 2018 for a three-year period, the Board of Directors has
sessions with the independent directors so that they may discuss
reappointed Mr. Pouyanné as Chairman and Chief Executive Officer
the Group’s strategic challenges and working practices. The directors
for an equal period to that of his mandate as a director. The decision
are also in regular contact with the members of the Group’s
to uphold the combined functions of Chairman of the Board of
management team, whether members of the Executive Committee
Directors and Chief Executive Officer was made following work
during Board Meetings or operational managers during Group site
undertaken by the Governance and Ethics Committee, in the interest
visits. These interactions between directors and managers enable the
of the Company and in compliance with the traditions of the Group.
directors to gain a practical understanding of the Group’s activities.
The Board of Directors deemed that the unified Management Form
was most appropriate to the Group’s organization, modus operandi The balance of power within the Company’s bodies is thereby
and business, and to the specificities of the oil and gas sector. In its ensured by a stable and structured governance.
decision, the Board in particular noted the advantage of having unified

Registration Document 2018 TOTAL 5


1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

Presentation of the Group and its governance

Overview of the Board of Directors


Appendix 3 of the AFEP-MEDEF Code
Participation
in Board
Personal information Experience Position on the Board Committees

Number of Length of
directorships Initial Term of service
Number held at listed Indepen- date of office on the
Age Gender Nationality of shares corporations (a) dence appointment expires Board

Patrick Pouyanné 55 M 127,617 1 2015 2021 4 4


Chairman and
Chief Executive Officer
Patrick Artus 67 M 1,000 2 4 2009 2021 10 4

Patricia Barbizet 63 F 1,050 4 4 2008 2020 11 4


Lead Independent Director
Marie-Christine Coisne-Roquette 62 F 4,472 1 4 2011 2020 8 4

Mark Cutifani 60 M 2,000 1 4 2017 2020 2 4

Maria van der Hoeven 69 F 1,000 2 4 2016 2019 3 4

Anne-Marie Idrac 67 F 1,250 4 4 2012 2021 7 4

Gérard Lamarche 57 M 3,064 4 4 2012 2019 7 4

Jean Lemierre 68 M 1,042 1 4 2016 2019 3 4

Renata Perycz 55 F 549 0 n/a 2016 2019 3 4


Director representing
employee shareholders
Christine Renaud 50 F 200 0 n/a 2017 2020 2 4
Director representing employees
Carlos Tavares 60 M 1,000 2 4 2017 2020 2 4

(a) Number of directorships held by the director at listed companies outside his or her group, including foreign companies, assessed in accordance with the recommendations of the
AFEP-MEDEF Code, point 18 (refer to point 4.1.1.3 of chapter 4).

Overview of the Committees


As of March 13, 2019
Governance and Compensation Strategy & CSR Audit
Audit Committee Ethics Committee Committee Committee

4 members 4 members 5 members 6 members


100% independent 100% independent 100% independent (a)
80% independent (a)
Marie-Christine Coisne-Roquette* Patricia Barbizet* Gérard Lamarche* Patrick Pouyanné*
Patrick Artus Mark Cutifani Patricia Barbizet Patrick Artus
Maria van der Hoeven Anne-Marie Idrac Marie-Christine Coisne-Roquette Patricia Barbizet
Gérard Lamarche Jean Lemierre Renata Perycz (b) Anne-Marie Idrac
Carlos Tavares Jean Lemierre
Christine Renaud (c)
(a) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
(b) Director representing employee shareholders.
(c) Director representing employees.
* Chairperson of the Committee.

Activities of the Board of Directors and of the Committees in 2018

10 meetings of 95% average 1 executive session


the Board of Directors Board meeting attendance chaired by the Lead
rate of the directors Independent Director

7 Audit Committee 3 Governance and Ethics 2 Compensation 3 Strategy & CSR


meetings Committee meetings Committee meetings Committee meetings
100% attendance 91.7% attendance 100% attendance 100% attendance

The duties and work of the Board of Directors and of its Committees are described in point 4.1.2 of chapter 4.

6 TOTAL Registration Document 2018


PRESENTATION OF THE GROUP – INTEGRATED REPORT

Presentation of the Group and its governance 1


1.1.2 The Group in a few figures

1.1.2.1 2018 key figures

As of December 31, 2018 (a) 1


Present in more than
104,460 € 121.9 billion € 2.56
130 employees market capitalization dividend per share
countries on Euronext Paris in 2018 (b)

$ 13.6 billion $ 26.1 billion $ 15.6 billion $ 1.0 billion


adjusted net debt adjusted net investments R&D costs
income – Group share cash flow (DACF)

> 8% 12.2% 11.8% 15.5%


growth in production return return on average gearing ratio
of Exploration & on equity (ROE) capital employed
Production (ROACE)

(a) For a definition of the various performance indicators, refer to the Glossary and to Note 3 to the Consolidated Financial Statements (point 8.7 of chapter 8).
(b) Subject to approval by the Shareholders’ Meeting on May 29, 2019.

1.1.2.2 Key figures by segment

Exploration & Production

Hydrocarbon production Hydrocarbon production


by geographic area (kboe/d)
2018 2017 2016

Combined production (kboe/d) 2,775 2,566 2,452


2,775 Europe and
Oil (including bitumen) (kb/d) 1,378 1,167 1,088 2,566 2,452
Central Asia

Gas (including Condensates 909 Africa(a)


761
and associated NGL) (kboe/d) 1,397 1,399 1,364 757
Middle East
670 654 and North
2018 2017 2016 634 Africa
Combined production (kboe/d) 2,775 2,566 2,452
666 559 517 Americas
Liquids (kb/d) 1,566 1,346 1,271
389 348 279
Gas (Mcf/d) 6,599 6,662 6,447 Asia-Pacific
141 244 265
2018 2017 2016
(a) Excluding North Africa.

Hydrocarbon proved reserves (a) Hydrocarbon proved reserves (a)


by geographic areas (Mboe)
2018 2017 2016

Hydrocarbon reserves (Mboe) 12,050 11,475 11,518


12,050 Europe and
11,475 11,518 Central Asia
Oil (including bitumen) (Mb) 5,203 4,615 4,543
Gas (including Condensates 4,431 Africa(b)
4,140 4,126
and associated NGL) (Mboe) 6,847 6,860 6,975
(a) Proved reserves based on SEC rules (Brent at $71.43/b in 2018, $54.36/b in 2017 and Middle East
$42.82/b in 2016). 1,668 1,742 1,872 and North
Africa
2018 2017 2016
3,171 2,687 2,734
Hydrocarbon reserves (Mboe) 12,050 11,475 11,518 Americas

Liquids (Mb) 6,049 5,450 5,414 1,937 1,963 1,804


Asia-Pacific
843 943 982
Gas (Mcf) 32,325 32,506 32,984
2018 2017 2016
(a) Proved reserves based on SEC rules
(Brent at $71.43/b in 2018, $54.36/b in 2017 and $42.82/b in 2016).
(b) Excluding North Africa.

Registration Document 2018 TOTAL 7


1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

Presentation of the Group and its governance

Gas, Renewables & Power


Installed power capacities
Managed LNG volumes (Mt) 2018 2017 2016 by gas or renewables (a) (GW) 2018 2017 2016

Managed LNG volumes 21.8 15.6 12.9 Installed power capacities


by gas or renewables 2.7 0.9 0.8

(a) Group share.

Refining & Chemicals and Marketing & Services

Crude oil refining capacity (a) (kb/d) Refinery throughput (a) (kb/d)

2,021 2,021 2,011 1,965


1,852 1,827

1,437 1,454 1,454 Europe 1,471


1,365 1,391
Americas

Europe
202 202 202 Asia –
Middle East
382 365 355 – Africa 487 436 494 Rest of the world

2018 2017 2016 2018 2017 2016


(a) Capacity data based on crude distillation unit stream-day (a) Includes share of TotalErg (sold in 2018), as well as refineries
capacities under normal operating conditions, less the average in Africa that are reported in the Marketing & Services segment.
impact of shutdowns for regular repair and maintenance activities.

Petrochemicals production capacity Petroleum product sales (kb/d)


by geographic area as of December 31, 2018
4,153 4,019 4,183
Europe
Europe 10,277 kt

Americas 5,190 kt
1,984 Africa
2,086 2,355

Middle East
Asia – 736
Middle East(a) 5,860 kt 615 551
133 203 139 Americas
827 561 517
621 Asia-Pacific(a)
473 554
2018 2017(b) 2016
(a) Including interests in Qatar, 50% of Hanwha Total Petrochemicals Co. Limited
and 37.5% of SATORP in Saudi Arabia. (a) Including Indian Ocean islands.
(b) 2017 data restated. Sales in Turkey, Libanon, Jordan and Israel were
reclassified from Europe to the Middle East. Sales in Morocco, Algeria
and Tunisia were reclassified from Europe to Africa.

Marketing & Services petroleum product sales


by geographic area (kb/d)

1,801 1,779 1,793

Europe
1,001 1,049 1,093 Africa

Middle East

443 431 Americas


419
41 45
117 55
81 76 Asia-Pacific(a)
199 173 150
2018 2017 2016
(a) Including Indian Ocean islands.

8 TOTAL Registration Document 2018


PRESENTATION OF THE GROUP – INTEGRATED REPORT

An ambition that goes hand in hand with sustainable growth: “become the responsible energy major” 1
1.1.2.3 Workforce

Employees by segment (a) Employees by region (a)

Exploration & Production 13.2%

Gas, Renewables & Power 11.6%


France 34.9%
1
Rest of Europe 28.3%
Refining & Chemicals 48.1%
Trading & Shipping 0.6%

Marketing & Services 24.0%


Rest of the world 36.8%
Corporate 2.5%

(a) Refer to point 5.3 of chapter 5. (a) Refer to point 5.3 of chapter 5.

Workforce as of December 31, 2018: 104,460. Workforce as of December 31, 2018: 104,460.

1.2 An ambition that goes hand in hand with


sustainable growth: “become the responsible
energy major”
1.2.1 A collective ambition to meet the challenges facing the energy sector

TOTAL is an integrated energy group and one of the world’s largest. This vocation is to be accomplished in a responsible manner and by
Through its international presence and its activities, TOTAL’s goal is working to make an effective contribution to the climate change
to make its development a vehicle of progress that benefits as many challenge, in particular.
people as possible.
Meeting the energy needs of a growing global population, providing
The United Nations, which adopted in 2015 the 17 Sustainable tangible solutions to contribute limiting global warming, adapting to
Development Goals (SDGs) originally aimed for States, have called new patterns of energy production and consumption and changes
upon corporations’ contribution to collectively find solutions to to the expectations of customers and stakeholders constitute the
sustainable development challenges. TOTAL has committed since challenges that a major energy player like TOTAL can help to tackle.
2016 to contributing to the SDGs and has endorsed the United
To meet these challenges, TOTAL’s ambition is to become the
Nations’ recommendations (1) and worked on better identifying the
responsible energy major by contributing to supply to as many people
scope of its contribution to the SDGs.
as possible a more affordable, more available and cleaner energy:
Through its activities, the Group is concerned by all of the SDGs.
— more affordable – as low-cost energy is essential to favor the
However, TOTAL has identified certain SDGs as those on which it
economic development of billions of people who seek to improve
can have the most significant contribution, such as decent work and
their living conditions;
human rights, climate change and access to energy.
— more available – as people expect energy to be continuously
Access to energy is a source of progress and the condition for
available and accessible on a daily basis;
economic and social development as well as for the improvement of
the standard of living of people around the world. In most countries, — cleaner – as the Group aims to both reduce the environmental
and in the developing countries in particular, access to low-cost footprint and the CO2 emissions of its operations, and to actively
energy is thus a priority. contribute to finding solutions to limit the impact of climate
change, particularly by providing its customers with a mix of
The Group’s vocation is to produce the energy that the world needs,
energy products whose carbon intensity is expected to decrease
and will need in the future, and to make it accessible to as many
regularly.
people as possible. This is a real challenge; close to one billion
individuals (2) still have no access to electricity.

1.2.2 A clear strategy for sustainable growth

To fulfill this ambition, TOTAL implements a clear strategy that is — further develop the competitiveness of the large integrated
based on four main priorities and that integrates the challenges of refining and petrochemical platforms and expand sustainable
climate change: biofuels and recycling activities;
— drive profitable and sustainable growth in Exploration & — increase the distribution of petroleum products, particularly in
Production activities, with priority given to the production of gas high-growing regions, and offer innovative solutions and services
in particular of liquefied natural gas (the fossil fuel that emits the that meet the needs of customers above and beyond the supply
least amount of carbon dioxide) and constant concern on producing of petroleum products; and
at a competitive cost by ensuring strict investment discipline;

(1) According to SDG Compass: Understanding the SDGs, defining priorities, setting goals, integrating, reporting and communicating.
(2) Source: Energy Access Outlook 2018 published by the International Energy Agency (IEA).

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Advantages that allow the Group to stand out in a changing energy world

— expand along the full gas value chain by unlocking access to In addition, TOTAL intends to promote a better use of natural
new markets and boost profitable growth in the low carbon resources by supporting the circular economy, and implement a
electricity businesses, from production based on gas and program of actions, particularly in the following areas: waste
renewable energies to electricity and gas distribution to end management, new ranges of polymers, solarization of service
customers. stations, improved efficiency energy and purchasing.

1.3 Advantages that allow the Group to stand out


in a changing energy world
To become the responsible energy major and to help provide specific the know-how of employees committed to better energy, its integrated
solutions to major challenges that are to come over the next decades, business model and its geographic presence.
TOTAL can rely on several advantages: its strong identity and values,

1.3.1 A long-standing energy player that draws on its strong identity


Energy is rooted in TOTAL’s history.
A producer of oil and gas for almost a century, the Group’s history opened sites around the world by positioning itself in the gas, refining
started in 1924 with the creation of Compagnie française des Pétroles and petrochemical segments and the distribution of petroleum
(CFP), which began its oil production activities in the Middle East at products, solar power, sustainable biofuels and electricity.
this time. Over the years, the Group has diversified its activities and

1.3.1.1 Key dates in the Group’s history


1920 Creation in Brussels by an Antwerp-based group of bankers and investors of Compagnie Financière belge des Pétroles, known as PetroFina
1924 Creation of Compagnie française des Pétroles (CFP) by Raymond Poincaré, French Prime Minister
1927 Initial discovery of the Kirkuk field in Iraq; the field’s reserves are considerable
1933 Commissioning of the Gonfreville refinery in Normandy (France) with an annual capacity of 900,000 t of crude oil
1939 Discovery in France of the Saint Marcet gas field by Centre de recherches de pétrole du Midi
Creation of Régie Autonome des Pétroles (RAP), which later became the Elf Group
1941 Creation of Société nationale des pétroles d’Aquitaine (SNPA)
1945 Creation of Bureau de recherches de pétroles (BRP)
1947 Creation of Compagnie française de Distribution des Pétroles en Afrique
1951 Discovery of the Lacq gas field (France) by SNPA
1954 Launch of the TOTAL brand by CFP
1956 Discovery of the Edjeleh, Hassi R’Mel (gas) and Hassi Messaoud (oil) fields in the Algerian Sahara
1960 Construction of the Gonfreville steam cracker (France) to respond to the growing demand for plastic
1961 Discovery of the first offshore fields in Gabon; the Anguille field was the first one found
1965 TOTAL acquires Desmarais Frères, an important player in the distribution market
1966 Creation of Entreprise de recherches et d’activités pétrolières (ERAP) following the merger of BRP and RAP
1967 Launch of the ELF brand
1970 Elf takes control of Antar
1971 The Ekofisk field in the North Sea starts production
Creation of GIE ATO, a joint-venture between SNPA and TOTAL in the chemicals industry
1974 Hutchinson-Mapa joins the Group
1976 Creation of Société nationale Elf Aquitaine (SNEA) following the merger of ERAP and SNPA
1980 Creation of Chloé Chimie, a joint-venture between Elf Aquitaine, CFP and Rhône Poulenc
1982 Drilling by CFP of the first deep-offshore well in the Mediterranean Sea
1983 Birth of the company Atochem, an SNEA subsidiary, following the merger of ATO Chimie, Chloé Chimie and a part of Péchiney Ugine Kuhlmann
Opening of the first self-service station in France
1985 CFP becomes Total-CFP and then TOTAL in 1991
1994 Disposal by the French state of its majority stake in the capital of Elf Aquitaine
1996 Disposal by the French state of its remaining stake in the capital of Elf Aquitaine
2000 Following the incorporation of Fina in 1999, TOTAL acquires Elf Aquitaine. The new Group is called TotalFinaElf and is the world’s 4th largest oil major
2001 The Girassol field on Block 17 in Angola starts production
2003 TotalFinaElf changes its name to TOTAL
2006 Spin-off of Arkema

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2011 Investment in the solar energy segment with the acquisition of 60% of the US company, SunPower
2016 Acquisition of Saft Groupe, a battery manufacturer, and of Belgian company Lampiris, a supplier of green electricity and natural gas
2017 Announcement of the acquisition of Mærsk Oil & Gas A/S in a share and debt transaction
Announcement of the acquisition of Engie’s LNG business
2018 Acquisition of Direct Énergie, electricity producer and distributor
1
1.3.1.2 Five strong values at the heart of the Group

Safety, Respect for Each Other, Pioneer Spirit, Stand Together and identity shared by all employees. These values guide the daily actions
Performance-Minded represent, just as its history, the part of TOTAL’s and relations of the Group with its stakeholders.

“These values describe and unite us. They are the levers on which we rely to achieve our ambition of becoming the responsible energy
major.”
Patrick Pouyanné, Chairman and Chief Executive Officer

These five strong values also require all of TOTAL’s employees to act It is through strict adherence to these values and to this course of
in an exemplary manner in priority in the following areas: safety, action that the Group intends to build strong and sustainable growth
security, health, environment, integrity in all of its forms (particularly, for itself and for all of its stakeholders, and thereby deliver on its
the prevention of corruption, fraud and anti-competitive practices) commitment to better energy.
and human rights.

1.3.2 Employees committed to better energy


As of December 31, 2018

over
104,460 35.1% 21.8%
employees women women Management 1,800
employees Committee members training courses
(head office and available
subsidiaries)

over over
52% 316
150 international members 650 active agreements
nationalities on the subsidiaries’ industrial, commercial (including 190 in France)
represented Management and support job-related signed with employee
Committees skills within the Group representatives

1.3.2.1 Employee diversity, a competitive edge

The Group is an image of its employees: diverse. The diversity of Diversity is embodied, in particular, by the presence of 21.8% women
talents within TOTAL is crucial to its competitiveness, innovative members on the Management Committees (head office and
capacity and attractiveness. subsidiaries), 52% international members on the subsidiaries’
Management Committees and 24% international members on the
With over 150 nationalities represented, a presence in over
head office Management Committees. In order to strengthen the
130 countries, and more than 650 business-related competencies,
representation of women in governing bodies, the Executive
the Group is a global player. Women make up 35.1% of the workforce
Committee set a goal in late 2018 to reach 20% of women members
and 27.7% of managers. A wide range of opinions and backgrounds
of Management Commitees of branches and large operational
enable innovative solutions and new opportunities to arise.
divisions. This reality attests to the Group’s desire to strengthen
Such diversity is an essential asset for the Group. The capacity of diversity in all its forms as a vector of innovation and progress. The
the Group’s employees to mobilize themselves and act in an Diversity policy is promoted by the Diversity Council, which is chaired
entrepreneurial spirit is vital. It enables ambitious projects to be by a member of the Group’s Executive Committee.
completed and offers everyone the opportunity to give meaning to
their work and grow professionally.

“Women and men are at the heart of our collective project. Our employees – in all corners of the planet and thanks to their individual
commitment – are the energy that drives our Group forward. This diversity is an invaluable asset that makes it possible to accomplish
ambitious projects.”
Namita Shah, President, People & Social Responsibility

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Advantages that allow the Group to stand out in a changing energy world

1.3.2.2 Employee commitment is essential to the success of the Company project

The Group addresses its challenges thanks to the commitment of its guarantees for the Group’s employees a high level of commitment
employees. It is for this reason that the Group strives to ensure that to social matters in countries where the Group operates. The goal is
the most demanding safety, ethics and integrity, management and to maintain the partnership and renegotiate this agreement for 2019
social performance practices are implemented wherever it operates. and beyond. The Group had 316 active agreements (including 190 in
The aim of this process is to create the conditions that enable France) with employee representatives in place at the end of 2018.
everyone to fulfill his or her potential and TOTAL to pursue its
TOTAL encourages a managerial policy that favors commitment,
development.
accountability and performance evaluation and is built on promoting
TOTAL has adopted a proactive approach by subscribing to the functional and geographic mobility and training to ensure each
principles of numerous national and international agreements that person’s skills development and employability (76% of employees
fight against all forms of discrimination and by striving to ensure the within the scope of the WHRS (1) took at least one on site training
safety and security of its employees and the respect of their course in 2018).
fundamental rights. The Group has a long-standing commitment to
The technical and commercial know-how of employees and their
promoting equal opportunity and diversity, which constitute, for
ability to manage large projects underpin the Group’s operational
everyone, a source of development where only expertise and talent
excellence and are essential for the Group’s development. It is thanks
count. In 2018, the Group decided to sign the Global Business and
to the recognized expertise of its employees that TOTAL is able to
Disability Network Charter of the International Labour Organization
form partnerships of trust with the world’s main producing and
(ILO) and is gradually implementing these principles in its subsidiaries.
consuming nations in the most demanding areas, such as deep
The Group is also committed to social dialogue, which is one of the offshore, liquefied natural gas (LNG), low carbon energy, refining and
vectors used to modernize companies. Among the numerous petrochemicals, which are also areas in which the Group has
stakeholders with which TOTAL maintains regular dialogue, the developed some of the most high-performance platforms. It is for
Group’s employees and their representatives have a privileged this reason that all employees, regardless of their function, are
position and role. encouraged to build on their expertise and competencies by
accessing a wide range of trainings.
This approach is illustrated by several commitments made by the
Group, such as its adhesion on December 21, 2017, to the Global In order to improve the Group’s social performance, the expectations
Deal initiative, alongside some 60 partners, states, trade unions, of employees are regularly listened to and discussed. Examples
companies and international organizations. This international include the Total Survey, which compiles the views and suggestions
multi-party initiative aims at fighting against inequalities, encouraging for improvement of tens of thousands of employees every two years.
social dialogue and promoting fairer globalization. It states that social Initiatives that have allowed employees to participate in building the
dialogue, collective bargaining and trade-union freedom play an “One Total” Company project since 2016 are initiated.
essential role in the fulfillment of the Sustainable Development Goals
This approach testifies to the Group’s desire to entrench a continuous
(SDGs 8, 10 and 17) of the United Nations. Similarly, the signing of a
improvement process that benefits everyone. For more information,
global agreement with the trade union federation IndustriALL in 2015
refer to point 5.3 of chapter 5.

1.3.3 The strength of the Group’s integrated business model

1.3.3.1 A resilient integrated business model

Oil and gas are commodities that are traded on markets that are This business model enables the Company to benefit from synergies
known for their volatility. To manage this constraint as well as possible, between different activities and from price volatility. It also enables
TOTAL opted for an integrated business model with activities the Company to manage the bottom of the cycle better and capture
throughout the oil and gas value chain. It extends from exploration margin when the market improves. Thanks to an integrated business
and production, refining, liquefaction, petrochemicals and trading to, model, the Group’s Upstream activities, which are more dependent
finally, the distribution of products to the end customer. on the price of oil, can complement its Downstream activities,
which – at the bottom of the cycle – enable the Group to benefit from
added value untapped by the Upstream part of the business.

“It is thanks to the effectiveness of our integrated business model for the oil chain that we were able to withstand high oil price volatility.
And it is the same model that we apply to gas and renewable energies, both intended for the generation of electricity.”
Patrick Pouyanné, Chairman and Chief Executive Officer

(1) The Worldwide Human Resources Survey (WHRS) is an annual survey which comprises approximately 211 indicators. Refer to point 5.11.2 of chapter 5.

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Advantages that allow the Group to stand out in a changing energy world 1

1.3.3.2 A relevant, integrated business model under development on the gas-renewables-electricity chain

In the coming years, according to the IEA, the growth in demand for Preference will be given to three main priorities:
electricity is expected to outstrip global demand for energy. In light
— integration on the gas chain from production to liquefaction and
of the digitization of the economy, the mobility revolution, and
distribution;
decentralized generation, many products and services are going to
— the generation of electricity using gas or renewable energies and
be “electrified” while, at the same time, a growing share of the world’s
its storage; and
population will benefit from access to electricity.
— the trading and the sale of gas or electricity as the producer, or
To fulfill its ambition, the Group intends to apply this integrated not.
business model to the electricity chain, from the production of low
carbon energy to the generation of electricity.

1.3.4 Geographic presence: key to the Group’s future growth

It is thanks to its pioneer spirit and sense of solidarity that TOTAL has It is thanks to a strong and lasting geographic presence that the
become a worldwide oil and gas major and that it has forged Group will be able to meet its goal of becoming a recognized partner
partnerships of trust with its host countries. Remaining loyal to these in the sustainable economic and social development of the
principles means being continuously open to forming new alliances, communities and regions in which it operates for the creation of
key to the Group’s development, and creating new opportunities in shared value.
the energy sector despite geopolitical uncertainty.

1.3.4.1 From one history to one ambition — Africa: TOTAL is the largest integrated major notably thanks to
the volume of hydrocarbon production and the number of
The Group is present in over 130 countries and on five continents.
Group-branded service stations on the African continent (1).
There are three geographic regions in particular that represent the
TOTAL generates electricity from renewable sources. The Group
historical foundations of TOTAL’s strategy and today stand out thanks
intends to remain the continent’s partner of choice and to
to the quality of the on-site teams and solid partnerships forged over
contribute to its economic and social development through the
time:
creation of shared value.
— Europe: The core of the Group’s knowledge. Europe is home to
Today, new regions which are vital for the Group have appeared,
the Group’s decision-making center; it is the hub of its research
particularly the Americas, which represent a strong growth
and innovation work and constitutes a strong industrial base;
opportunity for all of the Group’s businesses, Asia, in order to benefit
— Middle East: the Group began its production activities in this from this market’s high rate of growth, and Russia, where TOTAL is
region and is recognized in the Middle East as a partner of choice working on major industrial projects and maintains a special and
among producing nations and their national oil companies. The long-term relationship with local industrial players.
aim of the Group is to develop its activities in all business lines in
this region, even when geopolitical tension rises;

(1) Source: Company data.

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Advantages that allow the Group to stand out in a changing energy world

1.3.4.2 Managing geopolitical uncertainty 3.1.9.1 of chapter 3). The Group, if necessary, stops its activities in
countries that become too risky (such as Yemen and Syria).
The world is confronted by political and geopolitical uncertainty
characterized by tension connected to conflict and war in countries Loyalty to its partners, particularly during such kind of situations, is
such as Syria, Iraq, Yemen and Libya. It is exacerbated by also a strong characteristic of the Group.
international terrorism.
TOTAL’s activities, wherever they are, are carried out in strict
In this context, TOTAL intends to develop its activities by putting its adherence to applicable laws and the Group’s Code of Conduct and
competencies to the benefit of each of the countries where it within the framework of compliance and risk management procedures.
operates, by complying with applicable laws and international
By continuing to invest and to supply energy, the Group helps to
economic sanctions where imposed. The Group also ensures that
maintain conditions that favor the economic development of these
the capital invested in the most sensitive countries remains at a level
regions.
limiting its exposure in each of them.
For more information on risk factors, internal control and risk
This is the approach TOTAL intends to pursue and which was
management procedures and reasonable vigilance measures
materialized following its decision to carry on investing in Russia while
implemented by the Group, refer to points 3.1, 3.3 and 3.5 of
complying with the economic sanctions imposed by the United States
chapter 3.
and Europe, or by its decision to stop its operational activities in Iran
following the re-imposition of U.S. secondary sanctions (refer to point

“During these troubled times, our industry can and must be a stabilizing factor.”
Patrick Pouyanné, Chairman and Chief Executive Officer

1.3.4.3 A local socio-economic development partner In order for its corporate citizenship initiatives to have a greater
impact, four areas of focus have been defined as part of the Total
Safety, integrity, respect for human rights, and societal and
Foundation program driven by the Fondation d’entreprise Total in
environmental responsibility are principles and values that form part
France and supported by the Group:
of the Group’s operating processes. If TOTAL is able to build and
develop partnerships throughout the world, it is also because it has — road safety: committed to safer mobility;
incorporated a local value creation process into its development
— forests and climate: committed to a more beneficial environment
model. This process is systematic, professional and a major
for humans;
competitive advantage.
— education and integration of young people: committed to
Based on dialogue with the local population and public and private
empowering young people in socially vulnerable situations; and
players, this process is used to identify development priorities and
create synergies. The Group intends to apply this approach over the — dialogue on cultures and heritage: committed to cultural
long term to ensure that its major projects create shared prosperity. openness and appreciation of heritage.
Beyond the societal initiatives that are directly related to the Group’s Since the end of 2018, the Group has launched Action!, the Group’s
industrial and commercial activities, TOTAL is commited to general Employee Volunteering Program, through which TOTAL gives its
interest measures in the countries where it operates. In the face of employees the time and means to get involved and contribute to the
growing inequality and environmental challenges, the Group intends development of the areas where the Group is present. It thus allows
to strengthen its public interest initiatives and has implemented a employees, on a voluntary basis, the possibility to support, up to
new civic commitment policy in line with its history, its values and its three days per year during their working time, or outside of it, local
businesses. It wishes to act in a way that ensures the vitality and solidarity projects within the scope of the Total Foundation program.
sustainability of the territories in which the Group is present by
favouring actions that benefit young people first.

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Strong commitments that benefit sustainable growth 1


1.5 Strong commitments that benefit
sustainable growth
1.5.1 Committed R&D
1

The portfolio includes transverse programs developed at all the R&D


— $986 million invested in 2018 centers and programs specific to the various businesses. For
example, the purpose of the CCUS (carbon capture, usage and
— 4,288 employees dedicated to R&D in 2018
storage) transverse program is to enable the Group to become a
— 18 R&D centers around the world major player in this area and throughout the value chain so that it can
contribute to the reduction in global CO2 emissions and prepare new
— 1,000 agreements with partners
business opportunities.
— over 200 patent applications filed in 2018
The Group is committed to optimizing R&D resources in terms of
human talent, infrastructure and regional centers of excellence, and
The Group relies on a dynamic R&D policy to conduct and develop to working with selected partners that bring specific, high-level skills
its activities. The portfolio of programs is divided into five priority to every project.
areas: safety, operational efficiency, new services and products
For more information, refer to point 2.6 of chapter 2.
including smart electricity grids, an energy mix focused on low-carbon
energies and digital technology.

1.5.2 A targeted investment policy

— the adding of attractive resources to the portfolio through the


— $12.5 billion in organic investments (1) in 2018 exploration or acquisition of resources that have already been
discovered, thereby benefiting from favorable market conditions;
— $8.3 billion in targeted acquisitions in 2018, including
$4.5 billion in resource acquisitions — strong growth in its low-carbon activities in the gas and electricity
sectors; and
— $5.2 billion in asset disposals in 2018
— the growth of its Marketing & Services business in buoyant
markets.
Since the fall in oil prices in 2014, the Group continues to select its
investments very carefully, in line with its strategy. These investments The Group also strives to continuously improve its portfolio by selling
are dedicated to: its least strategic assets.
— the development of new upstream and downstream facilities in For more information, refer to point 2.5 of chapter 2.
order to benefit from a favorable cost environment;

1.5.3 A continuous improvement dynamic

TOTAL commited in 2016 to contributing to the Sustainable 1.5.3.1 Commitments and indicators of progress
Development Goals (SDG) adopted by the United Nations. Given the
Safety, health, climate, the environment and also shared development,
nature of the Group’s businesses and its geographic presence,
in every country where the Group is present, TOTAL steers its
TOTAL is concerned by all the SDGs. However, the Group has
operations with the aim of working in a sustainable, active and
identified the most significant SDGs for its activities in order to focus
positive manner. The Group was one of the first in the industry to
its efforts on the segments in which it is able to make a direct
publish measurable improvement targets in these areas.
contribution. TOTAL therefore considers the SDGs an opportunity to
better measure and assess its contribution to society as a whole.
The Group manages its activities and assesses its performance on
the basis of the three sustainable development pillars, namely financial
results (Profit), value creation for stakeholders (People) and
preservation of ecosystems (Planet) (refer also to chapter 5).

(1) Organic investments = net investments excluding acquisitions, divestments and other operations with non- controlling interests.

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Strong commitments that benefit sustainable growth

Safety/Health
For TOTAL, being committed to better energy means, first and foremost, ensuring the safety of its employees, stakeholders and facilities.
It also means protecting the health of all those related directly or indirectly to its activities.

Safety
Target What has been accomplished

To be recognized as a benchmark for safety 4 fatalities in 2018


>
in its industry and achieve zero fatalities
A TRIR (1) of 0.91 in 2018, at majors’ level
Health
Commitment What has been accomplished:

Protect the health of employees, customers and


> In 2018, 98% of employees with specific occupational
communities in close proximity to the Group’s activities risks benefitted from regular medical monitoring (2)

Environment
The Group places the environment at the heart of its ambition of being a responsible company with a goal to improve the environmental
performance of the facilities and products.

Air
Target What has been accomplished

Decrease SO2 (3) air emissions by 50%


between 2010 and 2020 > More than 50%reduction in SO2
air emissions reached since 2017

Water
Targets What has been accomplished

Maintain hydrocarbon content of water discharges 100% of the Group’s oil sites have met the target
below 30 mg/l for offshore sites > for the quality of onshore discharges since 2016 and
and 15 mg/l for onshore and coastal sites
96% of the Group’s oil sites have met the target
for the quality of offshore discharges in 2018

Waste
Target What has been accomplished

Valorize more than 50% of the waste produced


by the sites operated by the Group > More than 50%
of the waste produced by the sites
operated by the Group was valorized in 2018

Volunteering Program
Since the end of 2018, the Group has launched Action!, the Group’s Employee Volunteering Program, through which TOTAL gives its
employees the time and means to get involved and contribute to the development of the areas where the Group is present. It thus allows
employees, on a voluntary basis, the possibility to support, up to three days per year during their working time, or outside of it, local
solidarity projects within the scope of the Total Foundation program.

(1) TRIR (Total Recordable Injury Rate): number of recorded injuries per million hours worked.
(2) Data provided by WHRS.
(3) SO2: sulfur dioxide produced by the combustion of fossil energies.

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Strong commitments that benefit sustainable growth 1


Climate
Targets What has been accomplished

Reduce the routine flaring (1) by 80% on operated facilities


> More than 80%
reduction in routine flaring 1
between 2010 and 2020 in order to eliminate it by 2030 between 2010 and 2018

Improve the energy efficiency of an average of 1% per year


> More than 10%
improvement in energy efficiency
of operated facilities between 2010 and 2020 between 2010 and 2018
Sustainably reduce the intensity of methane emissions of the
> An intensity of the methane emissions below 0.25%
Exploration & Production segment’s operated facilities of the commercial gas produced in 2018
to less than 0.20% of the commercial gas produced by 2025
Reduce the GHG emission (Scopes 1 & 2) on operated A GHG emission reduction (Scopes 1 & 2) on operated
oil & gas facilities from 46 Mt CO2e in 2015 to less > oil & gas facilities from 46 Mt CO2e to
than 40 Mt CO2e in 2025
42 Mt CO e between 2015 and 2018
2

Ambition What has been accomplished

Reduce the carbon intensity of energy products A carbon intensity reduced


used by its customers by 15% between 2015, > from 75 g CO2/kbtu in 2015 to
the date of the Paris agreement, and 2030
71 g CO /kbtu in 2018, i.e., a reduction of more than 5%
2

Biodiversity
Commitments What has been accomplished

Systematically develop biodiversity action plans


for production sites located in protected areas (2)
> 5 biodiversity action plans deployed
or in preparation in 2018

Not conducting oil and gas exploration or production No oil and gas exploration or production activity
operations in the area of natural sites listed > in the area of natural sites listed on the UNESCO
on the UNESCO World Heritage List (3) World Heritage List (3)

Not conducting exploration in oil fields under No exploration activity in oil fields
> under
sea ice in the Arctic sea ice in the Arctic

Diversity/Gender equality
The Group implements a gender diversity policy and promotes equality between men and women. In terms of compensation, specific
measures have been in place since 2010 to prevent and correct unjustified salary gaps.

Targets What has been accomplished in 2018

25% women senior executives by 2020 > 21.6%


women senior executives

40% non-French senior executives by 2020 > 32.1%


non-French senior executives

More than 20% women members on the Management


Committees (head office and subsidiaries)
> 21.8%
women members on the Management Committees
(head office and subsidiaries)

20% women members on Management Committees


of branches and large operational divisions
> 13.1%
women members on Management Committees
of branches and large operational divisions

(1) Routine flaring, as defined by the working group of the Global Gas Flaring Reduction program within the framework of the World Bank’s Zero Routine Flaring initiative.
(2) Sites located in an IUCN I to IV or Ramsar convention protected area.
(3) Natural sites included on the UNESCO World Heritage List of December 31, 2017.

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An organizational structure to support the Group’s ambition

1.5.3.2 Support for global initiatives — financial transparency: the Group has adhered to the Extractive
Industries Transparency Initiative (EITI) since its launch in 2002;
Aside from complying with national regulations in force in every
country where the Group operates, TOTAL reiterates each year, since — the fight against corruption: TOTAL joined the Partnering Against
2002, its support for the United Nations Global Compact, of which it Corruption Initiative (PACI) in 2016 and the Chairman and Chief
is one of the companies recognized as LEAD. The Group also made Executive Officer now sits on the Board of PACI (“PACI Vanguard”);
a commitment to respect the UN Guiding Principles for Business
— the challenge of security and respect for human rights by being
and Human Rights following their adoption in 2011.
a member of the Voluntary Principles on Security and Human
The challenges posed by climate change require a collective effort. Rights (VPSHR) since 2012;
The Group has played an active role in various international initiatives
— diversity: TOTAL signed in 2010 the “Women’s Empowerment
that involve the private and the public sectors to bring about notably:
Principles – Equality Means Business” set out by the United
— carbon pricing (the World Bank’s Carbon Pricing Leadership Nations Global Compact, and in 2018 it signed the pledge for
Coalition, Caring for Climate – United Nations Global Compact, diversity as part of the European Roundtable of Industrialists;
Paying for Carbon call: TOTAL and five other industry leaders);
— biodiversity: TOTAL joined in 2018 the Act4Nature initiative and
— the end of routine flaring of associated gas (the World Bank’s made commitments to protect biodiversity;
Zero Routine Flaring by 2030 initiative);
— the circular economy: TOTAL is a founding member of the
— control over methane emissions (Oil & Gas Methane Partnership Alliance to End Plastic Waste, launched in 2019, which brings
of the Climate and Clean Air Coalition, the Oil & Gas Climate together companies in the plastics and consumer goods value
Initiative in cooperation with UN Environment and EDF, etc.); and chain to provide solutions for the disposal of plastic waste in the
environment, especially in oceans, and to promote their recycling
— greater transparency: support of the recommendations from the
in a circular economy;
G20 Financial Stability Board Task Force on Climate-related
Financial Disclosures (TCFD). — better access to energy for populations of emerging countries
through a partnership with SE4All;
TOTAL also actively supports collaborative and multi-stakeholder
initiatives in areas in which the coordinated involvement of — the reduction of inequalities through the development of social
governments, companies and civil society is key to global progress, dialogue to favor more inclusive economic growth: TOTAL was
particularly: one of the first French companies to adhere to the Global Deal
initiative at the end of 2017.

1.6 An organizational structure to support


the Group’s ambition
1.6.1 TOTAL S.A., parent company of the Group and its subsidiaries

TOTAL S.A. is the Group’s parent company. It acts as a holding The scope of consolidation of TOTAL S.A. as of December 31, 2018,
company and drives the Group’s strategy. consisted of 1,191 companies, of which 1,046 fully consolidated
companies or companies whose assets are jointly controlled and
The Group’s operations are conducted through subsidiaries that are
145 equity affiliates. The principles of consolidation are described in
directly or indirectly owned by TOTAL S.A. and through stakes in
Note 1.1 to the Consolidated Financial Statements and the list of
joint-ventures which are not necessarily controlled by TOTAL. TOTAL
companies included in the scope of consolidation can be found in
S.A. has two secondary establishments in France, located in Lacq
Note 18 to the Consolidated Financial Statements (refer to point 8.7
and Pau. It also has branch offices in the United Arab Emirates and
of chapter 8).
Oman.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

Corporate name: TOTAL S.A.


Interests in listed companies
Head office: 2, place Jean Millier, La Défense 6,
TOTAL holds stakes in a limited number of companies that issue
92400 Courbevoie, France
financial instruments in France or abroad or whose financial instruments
Registered in the French trade registry in Nanterre under are listed in France or abroad. These companies are mainly the
no. 542 051 180 RCS Group’s financing vehicles (Total Capital, Total Capital International,
Total Capital Canada Ltd) or the operational subsidiaries in its
LEI (Legal Entity Identifier): 529900S21EQ1BO4ESM68
business segments, in particular in Africa, such as Total Gabon (1).
EC Registration Number: FR 59 542 051 180
TOTAL also holds a majority stake in SunPower (55.66% on
Term of the Company: extended for 99 years December 31, 2018), an American company listed on NASDAQ, and
from March 22, 2000 minority interests in other companies, including PAO Novatek (19.4%
on December 31, 2018), a Russian company listed on the Moscow
Fiscal year: from January 1 to December 31 of each year
Interbank Currency Exchange and the London Stock Exchange.
APE Code (NAF): 7010Z

(1) Total Gabon is a company under Gabonese law which is listed on Euronext Paris and owned by TOTAL (58.28%), the Republic of Gabon (25%) and the public (16.72%).

26 TOTAL Registration Document 2018


PRESENTATION OF THE GROUP – INTEGRATED REPORT

An organizational structure to support the Group’s ambition 1


The changes in the composition of the Group during fiscal year 2018 TOTAL S.A. has not taken any other stake in companies with their
are explained in Note 2 of the Consolidated Financial Statements registered office in France representing more than one-twentieth,
(refer to point 8.7 of chapter 8). In 2018, TOTAL S.A., the Group’s one-tenth, one-fifth, one-third or one-half of the capital of these
parent company, acquired 100% of the shares of Direct Énergie SA, companies or has not obtained control of such companies.
following a takeover bid following an initial acquisition, 100% of the
shares of Pont-sur-Sambre Power SAS and 100% of the shares of
Toul Power SAS. 1

1.6.2 An operational structure

On an operational level, the Group’s businesses are organized in In order to improve efficiency, reduce costs and create value within
business segments, which receive assistance from the corporate the Group, a specific branch, Total Global Services (TGS), pools the
functional divisions. various segments’ support services (Accounting, Purchasing,
Information Systems, Training, Human Resources Administration and
As of December 31, 2018, the Group’s organization was centered
Facilities Management). The entities that make up TGS operate as
around four business segments, i.e., Exploration & Production, Gas,
service companies for internal clients across the business segments
Renewables & Power, Refining & Chemicals and Marketing & Services:
and Holding.
— the Exploration & Production segment encompasses the Group’s
Finally, the various Corporate entities are mainly grouped into two
exploration and production activities in more than 50 countries.
divisions:
The Group produces oil and gas in approximately 30 countries;
— the People & Social Responsibility division consists of: the Human
— the Gas, Renewables & Power segment spearheads the Group’s
Resources division, the Health, Safety and Environment division,
ambition in low-carbon energies. It comprises gas activities that
which combines HSE departments across the different segments
are conducted downstream of the production process and
to establish a strong, unified environmental and safety model,
concerns natural gas, liquefied natural gas (LNG) and liquefied
the Security division, and the Civil Society Engagement Division;
petroleum gas (LPG), as well as power generation, gas and
power trading and marketing. It also develops the Group’s — the Strategy-Innovation division is made of: the Strategy &
renewable energy activities (excluding biotechnologies) and the Climate division (responsible notably for ensuring that climate is
power storage. Energy efficiency activities are represented incorporated in the strategy), the Public Affairs division, the Audit
through a dedicated Innovation & Energy Efficiency division; & Internal Control division, the Research & Development division
(which coordinates all of the Group’s R&D activities and notably
— the Refining & Chemicals segment is a large industrial segment
transversal programs), the Technology Experts division and the
that encompasses refining and petrochemical activities and
Digital division.
Hutchinson’s operations. It also includes oil Trading & Shipping
activities;
— the Marketing & Services segment includes worldwide supply
and marketing activities in the oil products and services field.

Registration Document 2018 TOTAL 27


1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

An organizational structure to support the Group’s ambition

Organization chart as of January 1, 2018

CHAIRMAN & CEO

Secretary
of the
Board

Ethics
Committee

Strategy- EXECUTIVE People & Social


Adviser Finance
Innovation COMMITEE Responsibility

Risk
Corporate Civil
Strategy Finance Assessment Human
Commu- Legal Affairs Public Affairs Society
& Climate Division and Resources
nications Engagement
Insurance

Audit Chief Information


& Internal Technology Technology HSE Security
Control Officer

Technology Chief Digital Total Global


Experts Officer Services

Exploration Gas, Renewables Refining Trading Marketing


& Production & Power & Chemicals & Shipping & Services

Products
Refining Manufacturing Trading Strategy
Corporate Crude Oil
Africa Gas Renewables Base Chem & Projects Distillates, Europe Marketing
Affairs Trading Marketing and
Europe Division Research
Derivatives

Strategy Refining Strategy Products Corporate


Middle East Innovation Strategy & Trading Lights,
Exploration & Corporate Petrochemicals Development Africa Affairs and
North Africa & Energy Development Fuel-oil and
Affairs Middle East Research Americas
Africa

Development Refining
Corporate Asia-Pacific/ Human
Americas and Support Petrochemicals Shipping
Affairs Middle East Resources
to Operations Americas

Strategy- Human Lubricants


Asia-Pacific Business Polymers Resources and
Development- Commu- Specialties
R&D nications

North Sea
Hutchinson
and Russia

EXPLORATION & GAS, RENEWABLES & REFINING & CHEMICALS MARKETING & SERVICES
PRODUCTION SEGMENT POWER SEGMENT SEGMENT SEGMENT

UPSTREAM DOWNSTREAM

28 TOTAL Registration Document 2018


PRESENTATION OF THE GROUP – INTEGRATED REPORT

An organizational structure to support the Group’s ambition 1


Organization chart as of January 1, 2019

CHAIRMAN & CEO

1
Secretary
of the
Board

Ethics
Committee

Strategy- EXECUTIVE People & Social


Adviser Finance
Innovation COMMITEE Responsibility

Risk
Corporate Civil
Strategy Finance Assessment Human
Commu- Legal Affairs Public Affairs Society
& Climate Division and Resources
nications Engagement
Insurance

Audit Chief Information


& Internal Technology Technology HSE Security
Control Officer

Technology Chief Digital Total Global


Experts Officer Services

Exploration Gas, Renewables Refining Trading Marketing


& Production & Power & Chemicals & Shipping & Services

Products
Refining Manufacturing Trading Strategy
Corporate Crude Oil
Africa Gas and LNG Renewables Base Chem & Projects Distillates, Europe Marketing
Affairs Trading Marketing and
Europe Division Research
Derivatives

Refining Products
Innovation Strategy Strategy Corporate
Middle East Petrochemicals Strategy & Trading Lights,
Exploration & Energy & Corporate Development Africa Affairs and
North Africa Middle East/ Development Fuel-oil and
Efficiency Affairs Research Americas
Asia Africa

Development Refining
Power & Corporate Asia-Pacific/ Human
Americas and Support Petrochemicals Shipping
Gas Europe Affairs Middle East Resources
to Operations Americas

Strategy- Human Lubricants


Asia-Pacific Business Polymers Resources and
Development- Commu- Specialties
R&D nications

North Sea
Hutchinson
and Russia

EXPLORATION & INTEGRATED GAS, REFINING & CHEMICALS MARKETING & SERVICES
PRODUCTION SEGMENT RENEWABLES & POWER SEGMENT SEGMENT SEGMENT

UPSTREAM DOWNSTREAM

New reporting structure as of January 1, 2019


The Group is pursuing its strategy for profitable growth along the (iGRP) segment which combines the Gas, Renewables & Power
integrated gas and low-carbon electricity chains. Effective 2019, the segment with the upstream gas and LNG activities currently reported
Group will report the new Integrated Gas, Renewables & Power within the Exploration & Production segment.

Registration Document 2018 TOTAL 29


1 PRESENTATION OF THE GROUP – INTEGRATED REPORT

30 TOTAL Registration Document 2018


BUSINESS OVERVIEW
FOR FISCAL YEAR 2018
2
2.1 Exploration & Production segment 32
2.1.1 Presentation of the segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.1.2 Exploration and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.1.3 Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.1.4 Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
2.1.5 Delivery commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
2.1.6 Contractual framework of activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2.1.7 Production by geographical zone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.1.8 Producing assets by geographical zone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.1.9 Activities by geographical zone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.1.10 Oil and gas acreage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
2.1.11 Productive wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
2.1.12 Net productive and dry wells drilled. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
2.1.13 Wells in the process of being drilled (including wells temporarily suspended) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

2.2 Gas, Renewables & Power segment 51


2.2.1 LNG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
2.2.2 Trading and transport (excluding LNG) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
2.2.3 Low carbon electricity production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
2.2.4 Natural gas and electricity marketing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
2.2.5 Energy storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
2.2.6 Innovation and energy efficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

2.3 Refining & Chemicals segment 56


2.3.1 Refining & Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
2.3.2 Trading & Shipping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

2.4 Marketing & Services segment 62


2.4.1 Presentation of the segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
2.4.2 Sales of petroleum products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
2.4.3 Service stations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
2.4.4 Activities by geographical area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
2.4.5 Products and services development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

2.5 Investments 68
2.5.1 Major investments over the 2016-2018 period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
2.5.2 Major planned investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
2.5.3 Financing mechanisms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

2.6 Research & Development 70


2.6.1 Transverse programs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
2.6.2 Business segment-specific programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

2.7 Property, plant and equipment 72

Registration Document 2018 TOTAL 31


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

2.1 Exploration & Production segment


The Exploration & Production (E&P) segment encompasses the Group’s oil and gas exploration and production activities in more than
50 countries.

2.8 Mboe/d 12.1 Bboe $9.2 B 12,801


hydrocarbons of proved hydrocarbon of organic employees
produced reserves as of investments (2) present
in 2018 December 31, 2018 (1) in 2018

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

Price realizations (a) 2018 2017 2016

Average liquids price ($/b) 64.2 50.2 40.3


Average gas price ($/Mbtu) 4.78 4.08 3.56

(a) Consolidated subsidiaries, excluding fixed margins.

(1) Based on a Brent crude price of 71.43 $/b (reference price in 2018), according to the rules established by the Securities and Exchange Commission (refer to point 2.1.3 of this chapter).
(2) Organic investments = net investments, excluding acquisitions, divestments and other operations with non-controlling interests (refer to point 2.5.1 of this chapter).
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

32 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2


Production
Hydrocarbon production 2018 2017 2016

Combined production (kboe/d) 2,775 2,566 2,452


Oil (including bitumen) (kb/d) 1,378 1,167 1,088
Gas (including Condensates and associated NGL) (kboe/d) 1,397 1,399 1,364

Hydrocarbon production 2018 2017 2016

Combined production (kboe/d) 2,775 2,566 2,452


Liquids (kb/d) 1,566 1,346 1,271 2
Gas (Mcf/d) 6,599 6,662 6,447

In 2018, hydrocarbon production was 2,775 kboe/d, an increase of


Middle East and more than 8% compared to last year, due to:
North Africa 666 kboe/d
— +9% for start-ups and ramp-ups on new projects, notably Yamal
Africa (a) 670 kboe/d LNG, Moho Nord, Fort Hills, Kashagan, Kaombo Norte and
Ichthys;
Asia-Pacific 141 kboe/d — +3% portfolio effect. The addition of Mærsk Oil, Al Shaheen in
Europe and Qatar, Waha in Libya, Lapa and Iara in Brazil, as well as the
Central Asia 909 kboe/d acquisition of an additional 0.5% of Novatek, were partially offset
by the expiration of the Mahakam permit at the end of 2017 and
Americas 389 kboe/d the sales of Visund in Norway and Rabi in Gabon;
— -4% for natural field declines and PSC price effect.
(a) Excluding North Africa.

Proved reserves
As of December 31, 2018 2017 2016

Hydrocarbon reserves (Mboe) 12,050 11,475 11,518


Oil (including bitumen) (Mb) 5,203 4,615 4,543
Gas (including Condensates and associated NGL) (Mboe) 6,847 6,860 6,975

As of December 31, 2018 2017 2016

Hydrocarbon reserves (Mboe) 12,050 11,475 11,518


Liquids (Mb) 6,049 5,450 5,414
Gas (Bcf) 32,325 32,506 32,984

Proved reserves based on SEC rules (Brent at $71.43/b in 2018)


Middle East and were 12,050 Mboe at December 31, 2018. The proved reserve
North Africa 3,171 Mboe replacement rate (1), based on SEC rules (Brent at $71.43/b in 2018),
Africa (a) 1,668 Mboe was 157% in 2018 and 117% over three years.

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]


Asia-Pacific 843 Mboe
Europe and
Central Asia 4,431 Mboe

Americas 1,937 Mboe

(a) Excluding North Africa.

(1) Change in reserves excluding production: (revisions + discoveries, extensions + acquisitions – divestments)/production for the period.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

Registration Document 2018 TOTAL 33


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

2.1.1 Presentation of the segment

Exploration & Production (E&P)’s mission is to discover and develop E&P put 10 major projects into production in 2018. Thanks to a
oil and gas fields in order to meet a growing energy demand driven significant decrease of its capital investments, which peaked in 2013,
by non-OECD countries. Safety is a core value for that mission. E&P restored some flexibility that enabled it to take some
opportunities, with, in particular, in 2018 the acquisition of assets in
In an environment marked by the strong volatility of hydrocarbon
Brazil, Libya and the United States, the extension of assets in Abu
prices, E&P’s strategy is to develop an oil and gas production model
Dhabi and the acquisition of Mærsk Olie og Gas A/S, (Mærsk Oil),
that is resilient (i.e., able to withstand a long period of low oil and gas
which has assets in ten countries, and to launch new projects, taking
prices), profitable and sustainable.
advantage of the lower costs in the current environment.
The deployment of the strategy is based on three main levers:
For the period 2018-2020, E&P has already launched, or plans to
— increase profitability: E&P strives to maximize the value of its launch, numerous projects with a potential aggregate output in
assets through operational excellence and to ensure strict excess of 700 kboe/d.
investment discipline by being selective in the sanctioning of new
All these actions are expected to increase production by an average
projects. In addition, E&P continues to restructure or sell the
of 6-7% per year for the period 2017-2020, in line with the production
least efficient assets in its portfolio;
growth target of 5% per year on average between 2017 and 2022.
— develop operational excellence: in order to ensure its resilience,
In order to take account of issues related to climate change in its
E&P continues to reduce costs, improve the efficiency of its
strategy, E&P is focusing its oil investments on low break-even
facilities and start up projects on time and within budget. E&P
projects, developing the production of gas, integrating a CO2 price in
also seeks to minimize the environmental impact of its activities;
its investment decisions and developing expertise in technologies for
and
carbon capture, use and storage.
— renew reserves, through exploration as well as by accessing
already discovered resources, building on E&P’s competitive
advantages in terms of geographical spread and technical skills.

2.1.2 Exploration and development

TOTAL evaluates exploration opportunities based on a variety of In 2018, exploration expenditure by all E&P subsidiaries was
geological, technical, political, economic (including tax and $1.2 billion, mainly in the United States, Guyana, the United Kingdom,
contractual terms) environmental and societal factors. Norway, Myanmar, French Guiana, Mexico, South Africa, Azerbaijan
and Nigeria compared to $1.2 billion in 2017 and $1.4 billion in 2016.
The exploration strategy deployed since 2015 aims to prioritize the
most promising drill targets with a view to creating value. The Group Organic investments (1) by all E&P subsidiaries were $9.2 billion(2) in
plans balanced exploration investments: 2018, compared to $11.3 billion (2) in 2017 and $14.5 billion in 2016,
and were mainly in Australia, Norway, Angola, the United Kingdom,
— 50% for emerging basins, where the presence of hydrocarbons
the Republic of Congo, the United Arab Emirates, Brazil, Nigeria,
is already proven;
Canada, the United States, Iraq, Italy and Uganda.
— 35% for exploration in mature hydrocarbon plays; and
— 15% for high-potential frontier basins.

2.1.3 Reserves

The definitions used for proved, proved developed and proved reassessments, additional reserves from discoveries and extensions,
undeveloped oil and gas reserves are in accordance with the United disposal and acquisitions of reserves and other economic factors.
States Securities & Exchange Commission (SEC) Rule 4-10 of
Unless otherwise indicated, any reference to TOTAL’s proved
Regulation S-X as amended by the SEC Modernization of Oil
reserves, proved developed reserves, proved undeveloped reserves
and Gas Reporting release issued on December 31, 2008.
and production reflects the Group’s entire share of such reserves or
Proved reserves are estimated using geological and engineering data
such production. TOTAL’s worldwide proved reserves include the
to determine with reasonable certainty whether the crude oil or natural
proved reserves of its consolidated entities as well as its proportionate
gas in known reservoirs is economically producible under existing
share of the proved reserves of equity affiliates. The reserves
regulatory, economic and operating conditions.
estimation process involves making subjective judgments.
TOTAL’s oil and gas reserves are consolidated annually, taking Consequently, estimates of reserves are not exact measurements
into account, among other factors, levels of production, field and are subject to revision under well-established control procedures.

(1) For Exploration & Production, organic investments include exploration investments, net development investments and net financial investments (excluding acquisitions).
(2) Excluding the Group’s Gas activities.

34 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2


The reserves booking process requires, among other actions: was mainly due to the overall positive revisions in field behaviors and
to the net impact of the changes in hydrocarbon prices in 2016
— that an internal peer review of technical evaluations is carried out
(decrease), in 2017 (increase) and in 2018 (increase) that led either to
to ensure that the SEC definitions and guidance are followed;
a reserves decrease or increase resulting from shorter or longer
and
producing life of certain producing fields and from partial debooking
— that management makes the necessary funding commitments or rebooking of proved undeveloped reserves due to economic
to their development prior to booking. reasons, partially offset by reserves increase or decrease on fields
with producing sharing or risked service contracts.
For further information concerning the reserves and their evaluation
process, refer to points 9.1 and 9.2 of chapter 9. As of December 31, 2017, TOTAL’s combined proved reserves of oil
and gas were 11,475 Mboe (61% of which were proved developed
2.1.3.1 Proved reserves for 2018, 2017 and 2016 reserves) compared to 11,518 Mboe (58% of which were proved
developed reserves) as of December 31, 2016.
In accordance with the amended Rule 4-10 of Regulation S-X, proved
reserves at December 31 are calculated using a 12-month average
2.1.3.2 Reserve sensitivity to oil and gas prices
2
price determined as the unweighted arithmetic average of the
first-day-of-the-month price for each month of the relevant year, Changes in the price used as a reference for the proved reserves
unless prices are defined by contractual arrangements, excluding estimation result in non-proportionate inverse changes in proved
escalations based upon future conditions. The average reference reserves associated with production sharing and risked service
prices for Brent crude for 2018, 2017 and 2016 were, respectively, contracts (which together represent approximately 18% of TOTAL’s
$71.43/b, $54.36/b and $42.82/b. reserves as of December 31, 2018). Under such contracts, TOTAL is
entitled to a portion of the production, the sale of which is meant to
As of December 31, 2018, TOTAL’s combined proved reserves of oil
cover expenses incurred by the Group. The more the oil prices
and gas were 12,050 Mboe (70% of which were proved developed
decrease, the more the number of barrels necessary to cover the
reserves). Liquids (crude oil, condensates, natural gas liquids and
same amount of expenses. Moreover, the number of barrels
bitumen) represented approximately 50% of these reserves and
economically producible under these contracts may vary according
natural gas 50%. These reserves were located in Europe and Central
to criteria such as cumulative production, the rate of return on
Asia (mainly in Kazakhstan, Norway, The United Kingdom and
investment or the income-cumulative expenses ratio. This increase
Russia), Africa (mainly in Angola, Nigeria and the Republic of Congo),
in reserves is partly offset by a reduction of the duration over which
the Americas (mainly in Argentina, Brazil, Canada, the United States
fields are economically producible. However, the effect of a reduction
and Venezuela), the Middle East and North Africa (mainly in the United
of the duration of production is usually inferior to the impact of the
Arab Emirates, Qatar, and Yemen), and Asia-Pacific (mainly in
drop in prices in production sharing contracts or risked service
Australia).
contracts. As a result, lower prices usually lead to an increase in
Gas and associated products (condensates and natural gas liquids) TOTAL’s reserves, and vice versa. In Canada, a decrease in the
represented approximatively 57% of the reserves whilst crude oil and reference price per barrel leads to a decrease in the volume of
bitumen the remaining 43%. royalties and, therefore, an increase of the reserves.
Discoveries of new fields and extensions of existing fields added Finally, for any type of contract, a significant decrease in the reference
1,421 Mboe to TOTAL’s proved reserves during the three years 2016, price of petroleum products that negatively impacts projects’
2017 and 2018 before deducting production and sales of reserves profitability may lead to a reduction of proved reserves, and vice
and adding any reserves acquired during this period. The net level of versa.
reserve revisions during this 3-year period is +1,383 Mboe, which

2.1.4 Production

The average daily production of liquids and natural gas was being held by joint-venture partners (which may include other
2,775 kboe/d in 2018 compared to 2,566 kboe/d in 2017 and international oil companies, state-owned oil companies or
2,452 kboe/d in 2016. Liquids represented approximately 56% and government entities). The Group’s entities may frequently act as an
natural gas approximately 44% of TOTAL’s overall production in 2018. operator (the party responsible for technical production) on the
acreage in which it holds an interest. For further information, refer to
Gas and associated products (condensates and natural gas liquids)
the table on producing assets by geographical zone in point 2.1.8 of
represented approximately 50% of TOTAL’s overall production in
this chapter.
2018, whilst crude oil and bitumen the remaining 50%.
The Trading & Shipping division of TOTAL’s Refining & Chemicals
The tables on the following pages set forth TOTAL’s annual and
segment marketed in 2018, as in 2017 and 2016, substantially all of
average daily production of liquids and natural gas by geographic
the liquids production from TOTAL’s Exploration & Production
area and for each of the last three fiscal years.
segment(refer to table regarding Trading’s crude oil sales and supply
Consistent with industry practice, TOTAL often holds a percentage and petroleum products sales in point 2.3.2.1 of this chapter).
interest in its fields rather than a 100% interest, with the balance

2.1.5 Delivery commitments

The majority of TOTAL’s natural gas production is sold under Some of TOTAL’s long-term contracts, such as in Bolivia, Nigeria,
long-term contracts. However, most of its North American and United Norway, Thailand and Qatar, specify the delivery of quantities of
Kingdom production, and part of its production from Denmark, the natural gas that may or may not be fixed and determinable.
Netherlands, Norway and Russia, is sold on the spot market. Such delivery commitments vary substantially, both in duration and
scope, from contract to contract throughout the world. For example,
The long-term contracts under which TOTAL sells its natural gas usually
in some cases, contracts require delivery of natural gas on an
provide for a price related to, among other factors, average crude oil
as-needed basis, and, in other cases, contracts call for the delivery
and other petroleum product prices, as well as, in some cases, a
of varied amounts of natural gas over different periods of time.
cost-of-living index. Though the price of natural gas tends to fluctuate
Nevertheless, TOTAL estimates the fixed and determinable
in line with crude oil prices, a slight delay may occur before changes
quantity of gas to be delivered over the period 2019-2021 to be
in crude oil prices are reflected in long-term natural gas prices.

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2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

4,751 Bcf. The Group expects to satisfy most of these obligations if needed, additional sourcing from spot market purchases (refer to
through the production of its proved reserves of natural gas, with, points 9.1 and 9.2 of chapter 9).

2.1.6 Contractual framework of activities

Licenses, permits and contracts governing the Group entities’ Today, concession agreements and PSCs can coexist, sometimes in
ownership of oil and gas interests have terms that vary from country the same country. Even though there are other contractual models,
to country and are generally granted by or entered into with a TOTAL’s license portfolio is comprised mainly of concession
government entity or a state-owned company or sometimes with agreements.
private owners. These agreements usually take the form of
On most licenses, the partners and authorities of the host country,
concessions or production sharing contracts.
often assisted by international accounting firms, perform joint-venture
In the framework of oil concession agreements, the oil company (or and PSC cost audits and ensure the observance of contractual
consortium) owns the assets and the facilities and is entitled to the obligations.
entire production. In exchange, the operating risks, costs and
In some countries, TOTAL has also signed contracts called “risked
investments are the oil company’s or the consortium’s responsibility
service contracts”, which are similar to PSCs. However, the profit oil
and it agrees to remit to the relevant host country, usually the owner
is replaced by a defined or determinable cash monetary remuneration,
of the subsoil resources, a production-based royalty, income tax,
agreed by contract, which depends notably on field performance
and possibly other taxes that may apply under local tax legislation.
parameters such as the amount of barrels produced.
The production sharing contract (“PSC”) involves a more complex
Oil and gas exploration and production activities are subject to
legal framework than the concession agreement: it defines the terms
authorization granted by public authorities (licenses), which are
and conditions of production sharing and sets the rules governing
granted for specific and limited periods of time and include an
the cooperation between the company (the contractor) or consortium
obligation to relinquish a large portion, or the entire portion in case of
(the contracting group) in possession of the license and the host
failure, of the area covered by the license at the end of the exploration
country, which is generally represented by a state-owned company.
period.
The latter can thus be involved in operating decisions, cost
accounting and production allocation. The contractor (or contractor TOTAL pays taxes on income generated from its oil and gas
group) undertakes the execution and financing, at its own risk, of all production and sales activities under its concessions, PSCs and
exploration, development or operational activities. In exchange, it is risked service contracts, as provided for by local regulations.
entitled to a portion of the production, known as “cost oil”, the sale In addition, depending on the country, TOTAL’s production and sales
of which is intended to cover its incurred expenses (capital and activities may be subject to a number of other taxes, fees and
operating costs). The balance of production, known as “profit oil”, is withholdings, including special petroleum taxes and fees. The taxes
then shared in varying proportions, between the contractor (or the imposed on oil and gas production and sales activities are generally
contracting group), on the one hand, and the host country or substantially higher than those imposed on other industrial or
state-owned company, on the other hand. commercial businesses.

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Exploration & Production segment 2


2.1.7 Production by geographical zone
The following table sets forth the Group’s annual liquids and natural gas production by geographical zone in 2018.

2018 2017 2016

Natural Natural Natural


Liquids gas Total Liquids gas Total Liquids gas Total
Mb (a) Bcf (b)(c) Mboe Mb (a) Bcf (b)(c) Mboe Mb (a) Bcf (b)(c) Mboe

Europe and Central Asia 122 1,131 332 98 976 278 91 1,002 277
Denmark 9 36 15 - - - - - -
Italy <1 - <1 - - - - - -
2
Kazakhstan 20 26 26 11 19 15 1 2 1
Norway 38 211 77 46 234 88 44 226 86
Netherlands - 36 7 - 41 7 - 52 9
United Kingdom 28 206 65 15 201 52 18 218 58
Russia 27 616 142 26 481 116 28 504 123
Africa (excl. North Africa) 187 287 245 183 277 239 186 227 232
Angola 68 48 77 73 47 83 84 25 89
Republic of the Congo 47 12 50 36 12 38 31 11 33
Gabon 13 4 14 19 5 20 20 5 21
Nigeria 59 223 104 55 213 98 51 186 89
Middle East and North Africa 190 294 243 153 282 204 137 291 189
Algeria 11 34 17 1 21 5 2 33 8
United Arab Emirates 102 21 105 102 24 107 102 25 107
Iraq 7 1 7 6 - 6 6 <1 7
Libya 22 3 23 11 - 11 5 - 5
Oman 9 25 14 9 23 13 10 23 14
Qatar 39 210 77 24 214 62 11 210 49
Americas 67 423 142 48 442 127 40 346 102
Argentina 3 147 29 2 141 27 3 143 29
Bolivia 2 74 15 2 79 17 1 59 12
Brazil 7 - 7 <1 - <1 - - -
Canada 35 - 35 22 - 22 12 - 12
Colombia <1 - <1 <1 - <1 - - -
United States 12 176 44 11 192 45 11 111 31
Venezuela 8 26 12 11 30 16 12 33 17
Asia-Pacific 6 273 51 10 455 89 11 494 97
Australia 1 66 12 - 41 7 - 33 6
Brunei 2 26 7 1 32 8 1 29 7
China - 32 6 <1 29 5 - 19 4
Indonesia - 5 1 6 190 41 7 240 51
Myanmar - 49 6 - 55 7 - 60 8
Thailand 3 95 19 3 108 21 3 112 22
TOTAL PRODUCTION 572 2,408 1,013 492 2,432 937 465 2,360 897
INCLUDING SHARE
OF EQUITY AFFILIATES 90 832 245 103 700 232 91 694 220
Angola 2 30 7 2 29 7 - 7 2
United Arab Emirates 15 16 18 42 19 46 42 19 45
Oman 9 25 13 8 23 13 9 23 13
Qatar 30 143 58 16 144 42 2 139 28
Russia 26 616 141 24 483 112 25 503 120
Venezuela 8 2 8 11 2 12 12 3 12

(a) Liquids consist of crude oil, bitumen, condensates and natural gas liquids (NGL).
(b) Including fuel gas (166 Bcf in 2018, 173 Bcf in 2017 and 163 Bcf in 2016).
(c) Gas conversion ratio: 1 boe = 1 b of crude oil = 5,460 cf of gas in 2018 (5,461 cf in 2017 and 5,460 cf in 2016).

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Exploration & Production segment

The following table sets forth the Group’s average daily liquids and natural gas production by geographical zone in 2018.

2018 2017 2016

Natural Natural Natural


Liquids gas Total Liquids gas Total Liquids gas Total
(a)
kb/d Mcf/d (b)(c) kboe/d kb/d (a)
Mcf/d (b)(c) kboe/d kb/d (a)
Mcf/d (b)(c) kboe/d

Europe and Central Asia 334 3,099 909 265 2,674 761 249 2,737 757
Denmark 25 99 42 - - - - - -
Italy <1 - <1 - - - - - -
Kazakhstan 56 70 70 31 53 42 3 6 4
Norway 104 577 211 121 640 239 121 618 235
Netherlands - 98 18 - 112 20 - 141 25
United Kingdom 75 566 179 42 551 142 49 595 158
Russia 74 1,689 389 71 1,318 318 76 1,377 335
Africa (excl. North Africa) 513 786 670 502 759 654 509 621 634
Angola 186 132 211 204 130 229 230 68 243
Republic of the Congo 130 32 136 98 32 104 84 29 90
Gabon 36 12 39 51 14 54 55 15 58
Nigeria 161 610 284 149 583 267 140 509 243
Middle East and North Africa 520 805 666 419 771 559 373 795 517
Algeria 30 94 47 4 58 15 6 90 23
United Arab Emirates 276 57 288 278 63 290 279 67 291
Iraq 18 1 19 15 1 16 17 1 18
Libya 62 9 63 31 - 31 14 - 14
Oman 26 67 38 25 64 37 26 62 37
Qatar 108 577 211 66 585 170 31 575 134
Americas 183 1,161 389 132 1,212 348 109 944 279
Argentina 7 402 79 6 388 76 8 391 78
Bolivia 5 204 42 5 216 46 4 160 34
Brazil 18 1 19 <1 - <1 - - -
Canada 95 - 95 59 - 59 34 - 34
Colombia 1 - 1 <1 - <1 - - -
United States 35 483 119 31 527 123 31 304 86
Venezuela 22 71 34 31 81 44 32 89 47
Asia-Pacific 16 748 141 28 1,247 244 31 1,350 265
Australia 3 181 34 - 114 19 - 91 16
Brunei 5 72 19 3 87 21 3 78 18
China - 88 16 <1 80 15 - 53 10
Indonesia - 14 3 16 519 112 19 657 140
Myanmar - 133 17 - 151 19 - 165 21
Thaïland 8 260 52 9 296 58 9 306 60
TOTAL PRODUCTION 1,566 6,599 2,775 1,346 6,663 2,566 1,271 6,447 2,452
INCLUDING SHARE
OF EQUITY AFFILIATES 247 2,281 671 284 1,914 639 247 1,894 600
Angola 4 81 20 5 80 20 1 20 5
United Arab Emirates 41 45 49 115 53 125 114 51 123
Oman 24 67 37 23 64 35 24 62 36
Qatar 85 395 157 43 395 114 7 379 76
Russia 71 1,689 385 67 1,317 313 69 1,375 327
Venezuela 22 4 23 31 5 32 32 7 33

(a) Liquids consist of crude oil, bitumen, condensates and natural gas liquids (NGL).
(b) Including fuel gas (454 Mcf/d in 2018, 473 Mcf/d in 2017 and 448 Mcf/d in 2016).
(c) Gas conversion ratio: 1 boe = 1 b of crude oil = 5,460 cf of gas in 2018 (5,461 cf in 2017 and 5,460 cf in 2016).

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Exploration & Production segment 2


2.1.8 Producing assets by geographical zone
The table below sets forth, as of December 31, 2018 (a) and by geographical zone, TOTAL’s producing assets, the year in which TOTAL’s
activities started, the Group’s interest in each asset (Group share in %) and whether TOTAL is operator of the asset.

Europe and Central Asia

Denmark (2018) Operated: Danish Underground Consortium (DUC) zone (31.20%), comprising the Dan/Halfdan, Gorm and
Tyra fields, and all their satellites.
Kazakhstan (1992) Operated: Dunga (60.00%)
Non-operated: Kashagan (16.81%)
Norway (1965) Operated: Atla (40.00%), Skirne (40.00%)
2
Non-operated: Åsgard (7.68%), Ekofisk (39.90%), Eldfisk (39.90%), Embla (39.90%), Flyndre (6.26%),
Gimle (4.90%), Heimdal (16.76%), Islay (5.51%) (b), Kristin (6.00%), Kvitebjørn (5.00%), Mikkel (7.65%),
Oseberg (14.70%), Oseberg East (14.70%), Oseberg South (14.70%), Snøhvit (18.40%), Troll (3.69%),
Tune (10.00%), Tyrihans (23.15%)
Netherlands (1964) Operated: F6a oil (65.68%), J3a (30.00%), K1a (40.10%), K3b (56.16%), K4a (50.00%), K4b/K5a
(36.31%), K5b (50.00%), K6 (56.16%), L1a (60.00%), L1d (60.00%), L1e (55.66%), L1f (55.66%), L4a
(55.66%)
Non-operated: E16a (16.92%), E17a/E17b (14.10%), J3b/J6 (25.00%), K9ab-A (22.46%), Q16a (6.49%)
United Kingdom (1962) Operated: Alwyn North (100.00%), Dunbar (100.00%), Ellon (100.00%), Forvie North (100.00%), Grant
(100.00%), Jura (100.00%), Nuggets (100.00%), Elgin-Franklin (46.17%), West Franklin (46.17%), Glenelg
(58.73%), Islay (94.49%) (b), Laggan Tormore (60.00%), Edradour and Glenlivet (60.00%), Dumbarton,
Balloch and Lochranza (100.00%), Gryphon (86.50%), Maclure (38.19%), South Gryphon (89.88%), Tullich
(100.00%), Flyndre (65.94%)
Non-operated: Bruce (1.00%), Markham unitized field (7.35%), Golden Eagle, Peregrine and Solitaire
(31.56%), Scott (5.16%), Telford (2.36%), Harding (30.00%)
Russia (1991) Non-operated: Kharyaga (20.00%), Termokarstovoye (49.00%) (c), Yamal LNG (20.02%) (d), several fields
through the participation in PAO Novatek (19.40%)

Africa (excl. North Africa)

Angola (1953) Operated: Girassol, Dalia, Pazflor, CLOV (Block 17) (40.00%), Kaombo (Block 32) (30.00%)
Non-operated: Cabinda Block 0 (10.00%), Kuito, BBLT, Tombua-Landana (Block 14) (20.00%) (e), Lianzi
(Block 14K) (10.00%) (e), Angola LNG (13.60%)
Gabon (1928) Operated: Anguille Marine (100.00%), Anguille Nord Est (100.00%), Baliste (100.00%), Baudroie Marine
(100.00%), Baudroie Nord Marine (100.00%), Grand Anguille Marine (100.00%), Lopez Nord (100.00%),
Mérou Sardine Sud (100.00%), N’Tchengue (100.00%), Port Gentil Océan (100.00%), Torpille (100.00%),
Torpille Nord Est (100.00%)
Non-operated: Barbier (65.28%), Girelle (65.28%), Gonelle (65.28%), Grondin (65.28%), Hylia Marine
(37.50%), Mandaros (65.28%), Pageau (65.28%)
Nigeria (1962) Operated: OML 58 (40.00%), OML 99 Amenam-Kpono (30.40%), OML 100 (40.00%), OML 102 (40.00%),
OML 130 (24.00%)
Non-operated: Shell Petroleum Development Company (SPDC 10.00%), OML 118 – Bonga (12.50%),
OML 138 (20.00%), Nigeria LNG (15.00%)
The Republic Operated: Kombi-Likalala-Libondo (65.00%), Moho Bilondo (53.50%), Moho Nord (53.50%),
of the Congo (1968) Nkossa (53.50%), Sendji (55.25%), Yanga (55.25%)
Non-operated: Lianzi (26.75%), Loango (42.50%), Zatchi (29.75%)

(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 m below).
(b) The Islay field extends partially into Norway. Total E&P UK holds a 94.49% stake and Total E&P Norge 5.51%.
(c) TOTAL’s interest in the joint-venture ZAO Terneftegas with PAO Novatek.
(d) TOTAL’s interest in the joint-venture OAO Yamal LNG with PAO Novatek, China National Oil & Gas Exploration and Development (CNODC), a subsidiary of China National Petroleum
Corporation (CNPC), and Silk Road Fund.
(e) Stake in the company Angola Block 14 BV (TOTAL 50.01%).

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2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

Middle East and North Africa

Algeria (1952) Non-operated: TFT II (26.40%), Timimoun (37.75%), 404a & 208 (12.25%)
U.A.E. (1939) Operated: Abu Al Bukhoosh (100.00%)
Non-operated: ADNOC Onshore (10.00%), ADNOC Offshore: Umm Shaif/Nasr (20.00%), Lower Zakum
(5.00%), ADNOC Gas Processing (15.00%), ADNOC LNG (5.00%)
Iraq (1920) Non-operated: Halfaya (22.5%) (f), Sarsang (18.00%)
Libya (1959) Non-operated: zones 15, 16 & 32 (75.00%) (g), zones 129 & 130 (30.00%) (g), zones 130 & 131 (24.00%) (g),
zones 70 & 87 (75.00%) (g), Waha (16.33%)
Oman (1937) Non-operated: various onshore fields (Block 6) (4.00%) (h), Mukhaizna field (Block 53) (2.00%) (i)
Qatar (1936) Operated: Al Khalij (40.00%)
Non-operated: North Field-Block NF Dolphin (24.50%), North Field-Qatargas 1 Upstream (20.00%), North
Field-Qatargas 1 Downstream (10.00%), North Field-Qatargas 2 Train 5 (16.70%), Al Shaheen (30.00%)

Americas

Argentina (1978) Operated: Aguada Pichana Este – Mulichinco (27.27%), Aguada Pichana Este – Vaca Muerta (41.00%),
Aguada San Roque (24.71%), Rincon La Ceniza (45.00%), Aries (37.50%), Cañadon Alfa Complex
(37.50%), Carina (37.50%), Hidra (37.50%), Kaus (37.50%), Vega Pleyade (37.50%)
Non-operated: Aguada Pichana Oeste (25%), Aguada de Castro (25%), Sierra Chata (2.51%)
Bolivia (1995) Operated: Incahuasi (50.00%)
Non-operated: San Alberto (15.00%), San Antonio (15.00%), Itaú (41.00%)
Brazil (1999) Operated: Lapa (35.00%) (j)

Non-operated: Libra (20.00%), Iara (22.50%)


Canada (1999) Non-operated: Surmont (50.00%), Fort Hills (24.58%)
Colombia (2006) Non-operated: Niscota (71.43%)
United States (1957) Operated: several assets in the Barnett Shale area (90.92% in average)
Non-operated: several assets in the Utica Shale area (25.00%) (k), Chinook (33.33%), Tahiti (17.00%), Jack
(25.00%)
Venezuela (1980) Non-operated: PetroCedeño (30.32%), Yucal Placer (69.50%)

Asia-Pacific

Australia (2005) Non-operated: several assets in UJV GLNG (27.50%) (l), Ichthys (26.00%) (m)
Brunei (1986) Operated: Maharaja Lela Jamalulalam (37.50%)
Non-operated: Block CA 1- Unit (4.64%)
China (2006) Non-operated: South Sulige (49.00%)
Indonesia (1968) Non-operated: Block Sebuku (15.00%)
Myanmar (1992) Operated: Blocks M5/M6 (Yadana, Sein, Badamyar) (31.24%)
Thailand (1990) Non-operated: Bongkot (33.33%)

(f) TOTAL’s interest in the joint-venture.


(g) TOTAL’s stake in the foreign consortium.
(h) TOTAL’s indirect stake (4.00%) in the concession through its 10.00% stake in Private Oil Holdings Oman Ltd. TOTAL also has a direct interest (5.54%) in the Oman LNG facility (trains 1
and 2), and an indirect participation (2.04%) through OLNG in Qalhat LNG (train 3).
(i) TOTAL’s direct interest in Block 53.
(j) TOTAL signed in December 2018 an agreement to acquire an additional 10% stake in the Lapa project in Brésil. The transaction, which remains subject to the approval of the Brazilian
authorities, increases TOTAL’s interest in this asset from 35% to 45%
(k) TOTAL’s interest in the joint-venture with Chesapeake.
(l) TOTAL’s interest in the unincorporated joint-venture.
(m) TOTAL disposed in December 2018 of a 4% interest in the Ichthys project in Australia, thus reducing its interest in the asset from 30% to 26%.

40 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2


2.1.9 Activities by geographical zone

The information below describes the Group’s main exploration and Snøhvit (18.4%) and Troll (3.69%). TOTAL has equity stakes in
production activities presented by geographical zone (1), without 66 production licenses on the Norwegian maritime continental shelf,
detailing all of the assets held by TOTAL. In each zone, the countries 14 of which it operates. The Group also holds an 18.4% stake in the
are presented in decreasing order of production. The capacities gas liquefaction plant of Snøhvit (capacity of 4.2 Mt/y). This plant,
referred to herein are expressed on a 100% basis, regardless of the located in the Barents Sea, is supplied with production from the
Group’s stake in the asset(2). Snøhvit and Albatross gas fields.
As part of the continual improvement of its North Sea portfolio, the
2.1.9.1 Europe and Central Asia
Group has made a number of acquisitions and sales:
In 2018, TOTAL’s production in the zone of Europe and Central
Asia was 909 kboe/d, representing 33% of the Group’s total
— the acquisition of an 8.44% interest in the Johan Sverdrup field, 2
further to the acquisition of Mærsk Oil in March 2018;
production, compared to 761 kboe/d in 2017 and 757 kboe/d in
2016. The two main producing countries in this zone in 2018 — the announcement of the acquisition of a 12.35% interest of the
were Russia and Norway. Teesside terminal on Ekofisk in June 2018, increasing TOTAL’s
interest from 32.87% to 45.22%;
In Russia, where the largest percentage of TOTAL’s proved reserves
are located (21% as of December 31, 2018), the Group’s production — the finalization of the disposal of its interest in Polarled and
was 389 kboe/d in 2018, compared to 318 kboe/d in 2017 and Nyhamna in the Norwegian Sea zone in October 2018;
335 kboe/d in 2016. This production comes from TOTAL’s stake in
— the disposal of a 51% interest with the operatorship in the Martin
PAO Novatek (3), as well as from the Termokarstovoye (4) and Kharyaga
Linge field, and of a 40% interest of the Garantiana discovery in
fields (20%) and, since the end of 2017, the Yamal LNG project
the Greater Hild zone in March 2018;
(20%). Since 2015, Russia has been the leading country to the
Group’s production. — the finalization of the disposal of an interest with the operator’s
role in the Trell (40%), Trine (64%), Rind (62.13%) and Alve Nord
TOTAL participates in the Yamal LNG project. In 2013, the company
(100%) discoveries in the Heimdal and Haltenbanken areas, in
OAO Yamal LNG (5) launched this project aimed at developing the
November 2018;
onshore field of South Tambey (gas and condensates) located on the
Yamal Peninsula, and at building a three-train gas liquefaction plant — the disposal of a 7.7% interest in the Visund field in January
with a total LNG capacity of 16.5 Mt/y. The Yamal LNG project’s 2018 and of a 57% interest in the Victoria discovery in January
financing was finalized in 2016 in compliance with applicable 2019; and
regulations. At the end of 2017, the Yamal LNG plant started
— the disposal of 7.65% interest in the Mikkel field in the
production with the first shipment aboard “Christophe de Margerie”.
Haltenbanken area, approved by the authority in December 2018,
The second liquefaction train of the Yamal plant, with a capacity of
and closed in 2019.
5.5 Mt/y, produced its first shipment of LNG in August 2018. The
third liquefaction train started production in November 2018, more In the United Kingdom, the Group’s production in 2018 was
than one year ahead of the schedule planned when the project was 179 kboe/d, compared with 142 kboe/d in 2017 and 158 kboe/d in
launched. A fourth liquefaction train at small capacity (0.9 Mt/y), using 2016. This increase was driven in particular by the assets held in the
PAO Novatek proprietary technology, is under construction. Quad 9 and 15 areas of the eastern North Sea and Quad 30 in the
Central Graben, integrated following the finalization of the acquisition
In May 2018, TOTAL signed an agreement with Novatek to acquire a
of Mærsk Oil in March 2018.
stake in Arctic LNG 2, the giant new LNG project led by Novatek.
The agreement provides for the acquisition by TOTAL of a direct — In the Alwyn area (100%), production from the Alwyn and Dunbar
10% interest in the project, which could be increased to 15% under fields represents 45% of this area. The rest of the production
certain conditions. The interest acquisition is effective further to the comes from satellites linked to these fields. The drilling of an infill
signing of the final contracts beginning of March 2019. Located on well in Alwyn is in progress.
the Gydan Peninsula, facing Yamal, Arctic LNG 2 will have a
— In the Central Graben, TOTAL holds stakes (46.17%, operator)
production capacity of 19.8 Mt/y, and will use the hydrocarbon
in the Elgin, Franklin and West Franklin fields and (58.73%,
resources from the giant Utrenneye onshore gas and condensate
operator) in the Glenelg field. The West Franklin Phase II project
field. The project will use the new gravity-based structures technology,
was completed in 2016. The Elgin redevelopment project
with the installation of three gravity-based structures in Ob Bay that
includes the drilling of five wells. Four wells have been completed
will host the three liquefaction trains of 6.6 Mt/y capacity each. It
since 2016 and the fifth is in progress. Elsewhere, the drilling of a
should benefit from possible synergies with the Yamal LNG project.
new infill well in Elgin is also in progess. In the Quad 30 area,
The agreement also enables TOTAL to acquire a direct stake of
the Group holds a stake in the Flyndre field (65.94%).
between 10% and 15% in all future Novatek LNG projects on the
The Culzean field (49.99%, operator) is under development and
Yamal and Gydan peninsulas.
is expected to come into production in 2019. TOTAL announced
In September 2018, TOTAL increased its stake from 18.9% to 19.4% a discovery on the Glengorm prospect (25%), close to existing
of Novatek’s share capital, which is the maximum set forth in the infrastructures operated by TOTAL, in January 2019.
initial 2011 agreement.
— In the West of Shetland area, TOTAL hold stakes (60%, operator)
For further information on international economic sanctions applicable in the producing fields Laggan and Tormore, and Edradour and
in Russia, refer to point 3.1.9 of chapter 3. Glenlivet. In September 2018, the Group announced a discovery
of gas in the Glendronach prospect, which is under appraisal.
In Norway, the Group’s production was 211 kboe/d in 2018,
The total capacity of the Shetland gas treatment plant is
compared to 239 kboe/d in 2017 and 235 kboe/d in 2016. This
90 kboe/d.
production comes from a multitude of fields, notably Ekofisk (39.9%),

(1) The geographical zones are as follows: Europe and Central Asia; Africa (excluding North Africa); Middle East and North Africa; Americas; and Asia-Pacific.
(2) For information on asset impairments, refer to Note 3 to the Group’s Consolidated Financial Statements (point 8.7 of chapter 8).
(3) A Russian company listed on the Moscow and London stock exchanges and in which the Group held an interest of 19.4% as of December 31, 2018.
(4) The development and production license of Termokarstovoye onshore gas and condensates field is held by ZAO Terneftegas, a joint-venture between Novatek and TOTAL (49%).
(5) OAO Yamal LNG is held by PAO Novatek, Total E&P Yamal (20.02%), China National Oil & Gas Exploration and Development (CNODC), a subsidiary of China National Petroleum
Corporation (CNPC), and Silk Road Fund.

Registration Document 2018 TOTAL 41


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

— In the Quad 9 area in the eastern North Sea, the Group holds In Greece, TOTAL (50%, operator) and its partners have held the
stakes and the role of operator in the Gryphon (86.5%), Maclure exploration license for the offshore Block 2 in the Ionian Sea since
(38.19%), South Gryphon (89.88%) and Tullich (100%) fields. In March 2018. TOTAL undertook geological and seismic analysis, after
the Quad 15 area, the Group holds a 100% stake in the which the Group will decide to continue or not the works on this
Dumbarton, Balloch, and Lochranza fields. license. Elsewhere, TOTAL (40%, operator) and its partners were
chosen to explore two offshore blocks south-west of Crete. The
In 2018, TOTAL maintained its interests in the PEDL 273, 305 and
license is expected to be attributed definitively in 2019.
316 shale gas exploration and production licenses (20%), after sales
of interests in various licenses and leases in 2017.
Rest of the Europe and Central Asia area
In November 2018, the Group disposed of 42.25% interests in the
TOTAL also holds interests (33.35%) in an exploration license without
Bruce field retaining 1% and its entire interest in Keith field (25%).
activity in Tajikistan. In October 2018, the Group signed a cooperation
In Kazakhstan, the Group’s production was 70 kboe/d in 2018, agreement in Uzbekistan with the state-owned company
compared with 42 kboe/d in 2017 and 4 kboe/d in 2016. This comes UzbekNefteGas to appraise the exploration potential of six blocks in
mainly from the Kashagan field operated by the North Caspian the north-east of the country.
Operating Company (NCOC) in the North Caspian license (16.81%).
The production of the first phase of the Kashagan field and of the 2.1.9.2 Africa (excluding North Africa)
corresponding plant started in 2016, and the ramp-up of the
In 2018, TOTAL’s production in the Africa zone (1) was 670 kboe/d,
production is underway in order to reach the planned capacity of
representing 24% of the Group’s total production, compared
370 kb/d. Following the finalization of the acquisition of Mærsk Oil in
with 654 kboe/d in 2017 and 634 kboe/d in 2016. The two main
March 2018, the Group holds an interest in the Dunga field (60%,
producing countries in this zone in 2018 were Nigeria and
operator).
Angola.
In Denmark, TOTAL is present through its 31.2% stake with an
In Nigeria, the Group’s production, primarily offshore, was
operator’s role in the assets operated by the Danish Underground
284 kboe/d in 2018 compared to 267 kboe/d in 2017 and
Consortium (DUC), following the finalization of the acquisition of
243 kboe/d in 2016. This increase in production comes from
Mærsk Oil in March 2018. In September 2018, TOTAL also signed
additional opportunities for gas exports to Nigeria LNG Ltd (NLNG)
an agreement to acquire the entire capital of Chevron Denmark Inc.
and from the development of Ofon phase 2 (OML 102).
This acquisition, which is expected to be closed in 2019, will increase
the Groupe’s interest in DUC to 43.2%. In 2018, the Group’s TOTAL operates five production licenses (OML) on the 33 leases in
production was 42 kboe/d. The 100%-operated production comes which the Group has interests (including one exploration licenses).
from two main DUC assets: the Dan/Halfdan and Gorm/Tyra fields.
TOTAL has offshore operations (production was 183 kboe/d in 2018)
The Tyra field facilities constitute the main gas treatment hub in
notably on the following leases:
Denmark. The Tyra field must be redeveloped due to subsidence
problems, and is expected to restart in 2022. — on OML 130 (24%, operator), the production from the Egina field
started in December 2018. At plateau, the Egina field is expected
In the Netherlands, the Group’s production was 18 kboe/d in 2018
to produce 200 kboe/d. The Preowei field development plan
compared to 20 kboe/d in 2017 and 25 kboe/d in 2016.
was filed with partners and authorities in 2018;
This decrease is due to natural field decline. In 2018, TOTAL holds
interests in 22 offshore production licenses, including 18 that it — on OML 139 (18%), the plan to develop the Owowo discovery,
operates. In 2017, production on platforms L7 and F15 stopped and made in 2012, is under study. This discovery is near the OML
the platforms will be dismantled. 138 license (20%), where the Usan field is in production;
In Italy, TOTAL holds stakes in the Tempa Rossa field (50%, operator) — on OML 102 (40%, operator), the drilling of the 23 additional
located on the Gorgoglione concession (Basilicate region), as well as wells (Ofon, phase 2) was completed in 2018;
three exploration licenses. Construction works and commissioning
— on OML 99 (40%, operator), the engineering studies for the
activities are finalized and the start of production is expected in 2019
development of the Ikike have been completed and the tender
subject to the Basilicata region’s authorities authorization.
process for the construction is in progress; and
In Azerbaijan, TOTAL signed an agreement in 2016 establishing the
— on OML 118 (12.5%) the tender phase of the Bonga South West
contractual and commercial conditions for a first phase of production
Aparo project (10% unitized) has been launched in February
of the Absheron gas and condensate field (50%), which is located
2019.
in the Caspian Sea and was discovered by TOTAL in 2011.
The production capacity of this high pressure field is expected to be TOTAL also has onshore operations (production was 102 kboe/d in
35 kboe/d and the gas produced will supply Azerbaijan’s domestic 2018), notably:
market. Drilling operations started in February 2018 and the main
— on OML 58 (40%, operator), as part of the joint-venture with the
facilities construction contracts were awarded in July and October
Nigerian National Petroleum Corporation (NNPC). It has been
2018. The role of operator was transferred to the joint TOTAL and
supplying gas to NLNG and on the domestic Nigerian market
SOCAR company (JOCAP) in August 2018.
since 2016; and
In Bulgaria, where TOTAL has been present since 2012, the Group
— in relation to the SPDC joint-venture (10%), which holds
drilled the Polshkov deep offshore exploration well in 2016 on the
20 production licenses (of which 17 are located onshore), the
Han Asparuh Block (40%, operator), with a surface area of
2018 production was 58 kboe/d (of which 54 kboe/d was
14,220 km², 100 km offshore in the Black Sea, which revealed the
onshore). The sale process of OML 25 is underway. TOTAL has
presence of oil. The second and third wells drilled in 2017 and 2018
obtained an extension of 16 licences for a 20-year period.
accordingly were expensed in 2018.
TOTAL is also developing LNG activities with a 15% stake in NLNG,
which owns a liquefaction plant with a 22 Mt/y total capacity.
The tender process for the engineering works for the construction of
about 7 Mt/y of additional capacity started in mid-2018.

(1) Excluding North Africa, which is reported in the zone of the Middle East and North Africa.

42 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2


In Angola, where TOTAL is the leading oil operator in the country (1), In the Democratic Republic of Congo, after the seismic delineation
the Group’s production was 211 kboe/d in 2018 compared to works, TOTAL notified in January 2019 the authorities its withdrawal
229 kboe/d in 2017 and 243 kboe/d in 2016. It comes from Blocks from Block III.
17, 14, 0 and 32:
In Gabon, the Group’s production was 39 kboe/d in 2018 compared
— deep offshore Block 17 (40%, operator), TOTAL’s main asset in to 54 kboe/d in 2017 and 58 kboe/d in 2016. In September 2018,
Angola, is composed of four major producing hubs: Girassol, TOTAL finalized the sale of a residual interest of 32.9% in the
Dalia, Pazflor and CLOV. In 2018, TOTAL and its partners decided Rabi-Kounga onshore field, thereby completing a strategic shift of its
to launch three brownfield projects: Zinia Phase 2, Clov Phase 2 activities to offshore Nord, following the sale in 2017 of interests in
and Dalia Phase 3. These projects are satellite developments of certain onshore and offshore fields representing production of 13 kboe/d.
the Pazflor, CLOV and Dalia FPSOs, and are expected to start
The Group’s activities in Gabon are exclusively carried out by Total
up production in 2020 and 2021;
Gabon (4). Total Gabon wholly owns and operates the Anguille and
— on the ultra deep offshore Block 32 (30%, operator), production Torpille sector offshore fields, the Mandji Island sector onshore fields
of the Kaombo project started in July 2018 with the start-up of and the Cap Lopez oil terminal. In November 2018, Total Gabon 2
the Kaombo Norte FPSO (capacity of 115 kb/d). The start-up of launched a drilling campaign on Torpille, as part of the first phase of
the second Kaombo Sul FPSO, with the same capacity, is the redevelopment of the field.
expected in 2019. The discoveries in the central and northern
In Uganda, TOTAL is present in the Lake Albert project, a major
parts of the Block (outside Kaombo) offer additional potential
project for the Group, via a stake in licenses EA-1, EA-1A, EA-2 and
and are currently being assessed;
EA-3 (Kingfisher). TOTAL is the operator of licenses EA-1 and EA-1A.
— on Block 14 (20%) (2), production comes from the In January 2017, TOTAL signed an agreement to acquire 21.57% of
Tombua-Landana and Kuito fields as well as the BBLT project, the 33.33% interest held by Tullow in the licenses. TOTAL will take
comprising the Benguela, Belize, Lobito and Tomboco fields; over operatorship from Tullow of the northern portion of license EA-2,
enabling significant efficiency gains and synergies for the development
— Block 14K (36.75%) is the offshore unitization area between
of the northern part of the project (known as Tilenga). China National
Angola (Block 14) and the Republic of the Congo (Haute Mer
Offshore Oil Corporation (CNOOC) has exercised its pre-emption
license). TOTAL’s interest in the Lianzi field is held at 10% through
right on 50% of the interest acquired. The agreement remains subject
Angola Block 14 BV and 26.75% through Total E&P Congo;
to approval by the Ugandan authorities. Following the finalization of
— on Block 0 (10%), the second phase of the Mafumeira field the transaction, TOTAL is expected to own a 44.1% stake in the
development project started production in 2017; Lake Albert project. The State of Uganda retains the right to take a
stake of 15% in the four licences (when the final investment decision
— on Block 48 (50%, operator), TOTAL obtained the licence in
is made). The exercise of this right would reduce TOTAL’s interest to
2018. The first phase of this program is expected to last for two
37.5%.
years with the drilling of one exploration well; and
The tender process for the front end engineering and design (FEED)
— TOTAL is also operator of the blocks 25 and 40 (35% and 40%
work for the upstream part of the project was launched in 2018 and
respectively) in the offshore Kwanza basin. Exploration works did
the construction contract for surface installations is expected to be
not enabled to confirm the basin’s potential.
awarded in 2019. Similarly, drilling work was the subject of
TOTAL is also developing its LNG activities through the Angola LNG competitive bidding in 2018 and award of the contracts is expected
project (13.6%), which includes a gas liquefaction plant with a total in 2019. The pipeline engineering works were finalized at the end of
capacity of 5.2 Mt/y near Soyo, supplied by gas associated with 2017, and the calls for tender for the construction of the facilities are
production from Blocks 0, 14, 15, 17, 18 and 32. LNG production in progress.
resumed in 2016. Following work to increase the reliability of the
In Mauritania, TOTAL strengthened its exploration position through
facilities, the plant has been capable of processing all of the gas
the signature of four new deep offshore licenses (Blocks C7 and C18
supplied since 2017.
in 2017 and Blocks C15 and C31 in 2018). These licenses added to
In the Republic of the Congo, the Group’s production, through its TOTAL’s portfolio, which already contained Block C9 since 2012.
subsidiary Total E&P Congo (3), was 136 kboe/d in 2018 compared to
In Senegal, TOTAL signed two agreements to explore the country’s
104 kboe/d in 2017 and 90 kboe/d in 2016.
deep offshore potential in 2017 through the acquisition of the deep
— Two major assets are in production on the Moho Bilondo license: offshore Block Rufisque and a technical evaluation contract of ultra
the Moho Bilondo field (53.5%, operator), of which phase 1b deep offshore ultra deep offshore.
came into production in 2015, and the Moho Nord field, which
In Kenya, TOTAL holds 45% of the offshore licenses L11A, L11B
reached its production plateau at the end of 2017. The Moho
and L12 and 25% of the onshore licenses 10BA, 10BB and 13T
Nord field has been producing more than its capacity of
where oil discoveries have been made.
100 kboe/d since the start of 2018 due to the strong productivity
of the wells. In South Africa, TOTAL has entered several agreements to step up
its exploration efforts in the country, and the drilling of an exploration
— Block 14K (36.75%) is the offshore unitization area between
well started in December 2018 in the offshore11B/12B exploration
Angola (Block 14) and the Republic of the Congo (Haute Mer
license (45%, operated), located on the southern coast. In February
license). TOTAL’s interest in the Lianzi field is held at 10% through
2019, TOTAL announced a gas condensate discovery on the
Angola Block 14 BV and 26.75% through Total E&P Congo.
Brulpadda prospect.
— Total E&P Congo is operator of Djéno (63%), the sole oil terminal
in the country. Rest of the zone of Africa
— At the end of 2016, Total E&P Congo returned its interests in the TOTAL also holds interests in exploration licenses in Côte d’Ivoire,
Tchibouela, Tchendo, Tchibeli and Litanzi fields (65%) to the and in Namibia. In Guinea, TOTAL and the Office National des
Republic of the Congo, as the licenses have expired. Pétroles de Guinée (ONAP) signed a study agreement in 2017 for
deep and very deep offshore zones.

(1) Company data.


(2) Stake held by the company Angola Block 14 BV (TOTAL 50.01%).
(3) Total E&P Congo is owned by TOTAL (85%) and Qatar Petroleum (15%).
(4) Total Gabon is a company under Gabonese law, the shares of which are listed on Euronext Paris and owned by TOTAL (58.28%), the Republic of Gabon (25%) and the public (16.72%).

Registration Document 2018 TOTAL 43


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

2.1.9.3 Middle East and North Africa In Libya, the Group’s production was 63 kboe/d in 2018 compared
to 31 kboe/d in 2017 and 14 kboe/d in 2016. This production comes
In 2018, TOTAL’s production in the zone of the Middle East and
from the Al Jurf fields located on offshore areas 15, 16 and 32 (75%(1))
North Africa was 666 kboe/d, representing 24% of the Group’s
and from the El Sharara fields located on onshore areas 129-130 (30% (1))
total production, compared to 559 kboe/d in 2017 and
and 130-131 (24%(1)). On these areas, production was shut-down in
517 kboe/d in 2016. The two main producing countries in this
July and December 2018 for security reasons. The Mabruk fields,
zone in 2018 were the United Arab Emirates and Qatar.
located on onshore areas 70 and 87 (75%(1)) have been shut-down
In the United Arab Emirates, the Group’s production was since the end of 2014.
288 kboe/d in 2018 compared to 290 kboe/d in 2017 and
Additionally, in March 2018, TOTAL acquired Marathon Oil Libya
291 kboe/d in 2016.
Limited, which holds a 16.33% stake in the Waha Concessions.
Since March 2018, the Group holds a 20% interest in the Umm
In Algeria, the Group’s production was 47 kboe/d in 2018, compared
Shaif/Nasr offshore concession and a 5% stake in the Lower Zakum
to 15 kboe/d in 2017 and 23 kboe/d in 2016. Production in 2016
offshore concession, for a period of 40 years operated by ADNOC
and 2017 came exclusively from the fields in the TFT zone (Tin Fouyé
Offshore, which follows the previous Abu Dhabi Marine Areas Ltd
Tabankort, 35%), while production in 2018 also includes the
(ADMA) offshore concession.
Timimoun field (37.75%) and the fields in the Berkine Basin (404a
In November 2018, TOTAL and the state-owned Abu Dhabi National and 208, 12.25%). Production on the Timimoun gas field started in
Oil Company (ADNOC) signed a concession agreement to launch an March 2018.
exploration program for unconventional gas in the Diyab prospection
Under the terms of the Global Agreement signed in 2017, two new
zone.
concession contracts and the corresponding contracts for the sale
In 2015, the Group had also renewed its 10% interest in the Abu of gas were signed for TFT II (26.4%) in June 2018, and for TFT SUD
Dhabi Company for Onshore Petroleum Operations Ltd concession (49%) in October 2018. A concession contract and a gas marketing
(ADCO, renamed ADNOC Onshore in 2017) for 40 years. contract for Timimoun were also signed at the end of 2017,
This concession covers the 15 main onshore fields of Abu Dhabi. subsituting those dated July 2002.
TOTAL holds 100% and is the operator of the Abu Al Bukoosh The finalization of the acquisition of Mærsk Oil in March 2018 allowed
offshore field, for which the contract was extended for 3 years in for the incorporation of the 404a and 208 Blocks oil assets in the
March 2018. Berkine Basin.
TOTAL also holds a 15% stake in Abu Dhabi Gas Industries (GASCO, In December 2018, TOTAL was awarded two authorizations to
renamed ADNOC Gas Processing in 2017), which produces NGL conduct exploration works on two offshore prospective areas, with
(natural gas liquids) and condensates from the associated gas operatorship for one of them.
produced by ADNOC Onshore. In addition, TOTAL holds 5% of the
In Oman, the Group’s production was 38 kboe/d in 2018 compared
Abu Dhabi Gas Liquefaction Company (ADGAS, renamed ADNOC
to 37 kboe/d in 2017 and 2016. TOTAL participates in the production
LNG in 2017), which processes the associated gas produced by
of oil principally in Block 6 (4%)(2). In December 2018, TOTAL has
ADNOC Offshore in order to produce LNG, NGL and condensates,
signed a sale agreement for its interest in Block 53 (2%), finalization
and 5% of National Gas Shipping Company (NGSCO), which owns
is expected in 2019. The Group also produces LNG through its
eight LNG tankers and exports the LNG produced by ADNOC LNG.
investments in the Oman LNG (5.54%)/Qalhat LNG (2.04%) (3)
TOTAL holds a 24.5% stake in Dolphin Energy Ltd. that sells gas liquefaction complex, with an overall capacity of 10.5 Mt/y. In May
from Qatar to the United Arab Emirates. The operations of Dolphin 2018, TOTAL signed an MOU with the Oman government to develop
Energy were not impacted by the evolution of the diplomatic relations onshore natural gas resources, on Block 6 in the Greater Barik area.
between the United Arab Emirates and Qatar.
In Iraq, the Group’s production was 19 kboe/d in 2018 compared to
In Qatar, the Group’s production was 211 kboe/d in 2018 compared 16 kboe/d in 2017 and 18 kboe/d in 2016. TOTAL holds a 22.5%
to 170 kboe/d in 2017 and 134 kboe/d in 2016. stake in the risked service contract for the Halfaya field, located in
Missan province. Following development studies in 2016, the decision
Since 2017 TOTAL holds a 30% stake in the Al Shaheen oil field
to develop phase 3 of the project to increase production to 400 kb/d
concession located 80 km offshore to the north of Ras Laffan for a
was taken in 2017. The new facilities started up at the end of 2018.
period of 25 years. The Al Shaheen field is operated by the North Oil
Company, held by TOTAL (30%) and Qatar Petroleum (70%). Following the finalization of the acquisition of Mærsk Oil in March
2018, TOTAL holds an 18% interest in the Sarsang field in Iraqi
TOTAL also holds a stake in the Al Khalij offshore field (40%, operator).
Kurdistan.
In addition, the Group participates in the production, processing and
In Yemen, there has been no Group production since 2016. Due to
exporting of gas from the North Field through its stakes in the
the security conditions in the vicinity of Balhaf, Yemen LNG, in which
Qatargas 1 and Qatargas 2 LNG plants:
the Group holds a stake of 39.62%, stopped its commercial
— Qatargas 1: TOTAL holds a 20% interest in the North production and export of LNG in April 2015, when Yemen LNG
Field-Qatargas 1 Upstream field and a 10% interest in the LNG declared force majeure to its various stakeholders. The plant is in a
plant (three trains with a total capacity of 10 Mt/y); and preservation mode.
— Qatargas 2: the Group holds a 16.7% stake in train 5, which has TOTAL holds various stakes in four onshore exploration licenses, for
an LNG production capacity of 8 Mt/y. which a situation of force majeure has been declared. In addition,
TOTAL signed an agreement to sell its interest in Block 5 (Marib
TOTAL offtakes part of the LNG produced in accordance with the
Basin, Jannah license, 15%) in 2018. This agreement remains subject
2006 contracts which provides for the purchase of 5.2 Mt/y of LNG
to the authorities’ approval.
by the Group.
TOTAL holds a 24.5% stake in Dolphin Energy Ltd. that sells gas
from the Dolphin Block in Qatar to the United Arab Emirates and Oman.

(1) TOTAL’s stake in the foreign consortium.


(2) 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.
(3) TOTAL’s indirect stake via Oman LNG’s stake in Qalhat LNG.

44 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2


In Iran, following the withdrawal of the United States from the Joint In Canada, the Group’s production increased to 95 kboe/d in 2018
Comprehensive Plan of Action on May 8, 2018, TOTAL withdrew compared to 59 kboe/d in 2017 and 34 kboe/d in 2016. This increase
from the project SP11 of the giant South Pars gas field and finalized is due:
its withdrawal on October 29, 2018, before the re-imposition of US
— to the start-up in January 2018 and the rapid ramp-up during
secondary sanctions on the oil industry as of November 5, 2018.
the year of production of the Fort Hills oil sands mining extraction
TOTAL was the operator and had a 50.1% interest alongside the
project. In the fourth quarter of 2018, the project reached levels
Chinese state-owned company CNPC (30%) and Petropars (19.9%);
close to its plateau of 180 kboe/d. Following several interest
a wholly-owned subsidiary of National Iranian Oil Company (NIOC).
disposals in 2015 and 2017, TOTAL now holds a 24.58% stake
TOTAL ceased all operational activity in Iran before November 4, 2018.
in Fort Hills; and
For information on international economic sanctions concerning Iran,
refer to point 3.1.9 of chapter 3. — to the strong operational performance of the Surmont SAGD (1)
oil sands project, in which TOTAL holds a 50% stake.
In Syria, TOTAL has had no production and no activity since
December 2011. The Group has a 100% stake in the Deir Ez Zor
license, which was operated by the joint-venture company DEZPC,
In September 2018, TOTAL sold its 38.25% stake in the Joslyn
project, which was suspended in 2014.
2
in which TOTAL and the state-owned company SPC each have a
In Argentina, TOTAL operated approximately 30%(2) of the country’s
50% share. Additionally, TOTAL is holder of the Tabiyeh contract which
gas production in 2018. The Group’s production was 79 kboe/d in
came into effect in 2009. For information on international economic
2018, compared to 76 kboe/d in 2017 and 78 kboe/d in 2016:
sanctions concerning Syria, refer to point 3.1.9 of chapter 3.
— in Tierra del Fuego, on the CMA-1 concession, TOTAL operates
In Lebanon, TOTAL entered two exploration Blocks 4 and 9 (40%,
the Ara and Cañadon Alfa Complex onshore fields and the Hidra,
operator) located offshore Lebanon in February 2018.
Carina and Aries offshore fields (37.5%). In 2016, TOTAL started
production on the Vega Pleyade offshore gas and condensates
Rest of the zone of the Middle East and North Africa
field (37.5%, operator), which has a production capacity of
TOTAL also holds interests in exploration licenses in Cyprus and Egypt. 350 Mcf/d; and
— in the Neuquén onshore Basin, the Group holds interests in
2.1.9.4 Americas
10 licenses and operates 6 of them, including Aguada Pichana
In 2018, TOTAL’s production in the zone of the Americas was Este and San Roque, where production has already started.
389 kboe/d, representing 14% of the Group’s total production, Three shale gas and oil pilot projects were launched: the first on
compared to 348 kboe/d in 2017 and 279 kboe/d in 2016. the Aguada Pichana Block, where production started mid-2015
The two main producing countries in this zone in 2018 were the in order to produce gas; the second on the Rincón la Ceniza
United States and Canada. Block, located on the gas and condensate portion of Vaca Muerta
(45%, operator), where production started in 2016; and the third
In the United States, the Group’s production was 119 kboe/d in
on the Aguada San Roque Block (24.71%, operator), which was
2018 compared to 123 kboe/d in 2017 and 86 kboe/d in 2016.
launched in 2017 to produce oil.
In the Gulf of Mexico, TOTAL holds interests in the Tahiti (17%) and
Following the good results of the Aguada Pichana pilot project and a
Chinook (33.33%) deep offshore fields, and, thanks to the acquisition
reduction in drilling costs, the first phase of development of the giant
of Mærsk Oil in March 2018, in the Jack (25%) field. The Tahiti Vertical
Vaca Muerta shale play was launched in 2017 in the eastern part of
Expansion (TVEX) project, launched in 2016, started production in
the Block. In this project, all the partners of Aguada Pichana, Total
June 2018, enabling the field to maintain a level of production of
Austral S.A. (27.27%, operator), YPF S.A. (27.27%), Wintershall
about 100 kboe/d. Since the end of 2014, the Jack field has been
Energia S.A. (27.27%) and Panamerican Energy LLC (18.18%) have
sending its production to a semi-submersible platform shared with
signed an agreement to split the Block in two. This agreement has
the Saint-Malo and Julia fields.
enabled TOTAL to remain the operator of the Aguada Pichana Este
In January 2018, TOTAL acquired 12.5% of the Anchor discovery, Block, with 27.27% of the conventional part (Mulichinco), and 41%
when it took over Samson Offshore Anchor LLC. As part of the of the Unconventional part (Vaca Muerta), and to adjust its interest in
process to wind up Cobalt International Energy in April 2018, TOTAL the Aguada Pichana Oeste, which is now non-operated, to 25%.
increased its stake in the North Platte and Anchor deep offshore
A second development phase was launched on the Aguada Pichana
discoveries by 20%. TOTAL now holds 60% of North Platte, which it
Este – Vaca Muerta Block in July 2018. It should allow the production
now operates, and 32.5% of Anchor. FEED development activities
plateau to reach 500 Mcf/d, which corresponds to the capacity of
on Anchor commenced in 2018.
the existing plant.
The Group has also launched the appraisal program of the Ballymore
On the Aguada Pichana Oeste Block, TOTAL (25%) is taking part in
discovery, announced in January 2018, in which it holds a 40%
the pilot, which came into production in 2017.
interest.
The wells of the first pilot on San Roque have been in production
In its Barnett shale gas assets (90.92%), TOTAL has stabilized the
since July 2018 and the drilling of a second series of wells started in
level of operated production through a program of works in 2017
July 2018.
and 2018.
The initial results of the pilot development on the Rincón la Ceniza
TOTAL also has an interest of 25% in a Chesapeake-operated asset
Block are encouraging at this stage. The delineation well drilled in
that produces shale gas operated by Chesapeake in the Utica Basin
2016 on the La Escalonada Block in order to test the oil portion of
(on an acreage mainly located in Ohio). TOTAL has not taken part in
the formation has also demonstrated good productivity.
any drilling during the last three years.
In Bolivia, the Group’s production, mainly gas, was 42 kboe/d in
2018 compared to 46 kboe/d in 2017 and 34 kboe/d in 2016.
TOTAL is present on six licenses. Five of them have fields in
production: San Alberto (15%), San Antonio (15%), Block XX Tarija
Oeste (41%), and Aquio and Ipati (50%, operator), where the
Incahuasi gas field started production in August 2016.

(1) Steam Assisted Gravity Drainage: production by injection of recycled water vapor.
(2) Source: Department of Federal Planning, Public Investment and Services, Energy Secretariat.

Registration Document 2018 TOTAL 45


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

On the Aquio and Ipati Blocks of the Incahuasi field, the decision In Guyana, TOTAL finalized in 2018 the acquisition of a 35% stake in
was taken to connect the ICS-3 well in 2017, and the increase of the the Canje Block, 25% of the Kanuku Block and 25% of the Orinduik
plant’s capacity to 390 Mcf/d was approved in June 2018. Block, as part of the exploration of the prolific offshore Guyana Basin.
The acquisition of these interests has been approved by the authorities.
An exploration well is expected to be drilled on the Azero exploration
license (50%) in 2019.
Rest of the Americas zone
In Venezuela, the Group’s production was 34 kboe/d in 2018
At the end of 2018, TOTAL disposed of its interests in the Aruba
compared to 44 kboe/d in 2017 and 47 kboe/d in 2016. It comes
exploration license. The Group holds an interest in the Guyane Maritime
from the Group’s interests in PetroCedeño (30.32%) and Yucal Placer
license in French Guiana (100%, operator), on which plug and
(69.5%). The development of the extra heavy oil field of PetroCedeño
abandonmet operations of the negative exploration well GMES-6 are
continues (26 wells were drilled in 2018, compared to 49 in 2017
in progress.
and 39 in 2016), as well as the debottlenecking project for the water
separation and treatment facilities. For information on international
2.1.9.5 Asia-Pacific
economic sanctions concerning Venezuela, refer to point 3.1.9 of
chapter 3. In 2018, TOTAL’s production in the zone of Asia-Pacific was
141 kboe/d, representing 5% of the Group’s overall production,
In Brazil, the Group’s production totaled 19 kboe/d in 2018, which
compared to 244 kboe/d in 2017 and 265 kboe/d in 2016. The
was the Group’s first full year of production in the country.
two main producing countries in this zone in 2018 were Thailand
The production comes from the Libra (20%) field, where the part in
and Australia.
production was renamed Mero in 2017, and the Lapa (35%, operator)
and Iara (22.5%) fields. The Mero field is located in the Santos Basin In Thailand, the Group’s production was 52 kboe/d in 2018
in very deep waters (2,000 m), approximately 170 km off the coast of compared to 58 kboe/d in 2017 and 60 kboe/d in 2016.
Rio de Janeiro. At year-end 2018, 15 wells had been drilled and the This production comes from the Bongkot offshore gas and
production started in 2017 with the FPSO Pioneiro de Libra (50 kb/d condensate field (33.33%). The Thai state-owned company PTT
capacity) designed to carry out the long-term production tests purchases all of the natural gas and condensate production. New
necessary for optimizing future development phases. The first platforms were installed in 2018 to maintain the production plateau.
development phase (17 wells connected to an FPSO with a capacity
In Australia, the Group’s production was 34 kboe/d in 2018
of 150 kb/d) also started in 2017.
compared to 19 kboe/d in 2017 and 16 kboe/d in 2016. It comes
In 2017, TOTAL and Petrobras signed definitive contracts in relation from Gladstone LNG (GLNG) (27.5%) and Ichthys LNG, project for
to a package of assets in Brazil contemplated by their strategic which the start of the offshore production began in July 2018 and
alliance agreed in 2016. As part of this strategic alliance, in January the first export of LNG occured in October 2018. The Ichthys LNG
2018, TOTAL acquired a 22.5% interest in the concession Iara, project involves the development of a gas and condensate field
located in Block BM-S-11A, which is currently under development, located in the Browse Basin. This development includes a platform
as well as a 35% interest and the operatorship in the Lapa field for the production, processing and export of gas, an FPSO for
concession area, located in Block BM-S-9A, which started up in processing and exporting the condensate, an 889 km gas pipeline
2016. TOTAL holds a 35% interest in Lapa field. TOTAL is expected and an onshore liquefaction plant in Darwin. When running at full
to increase to 45% following the finalization of the acquisition of an capacity, the two trains of the gas liquefaction plant will supply
additional interest of 10%, which is subject to approval by the relevant 8.9 Mt/y of LNG, 100,000 barrels of condensates per day and
Brazilian authorities. The agreements provide for the strengthening 1.65 Mt/y of LPG. The LNG has already been sold, mainly on the
of technical cooperation between the two companies, in particular Asian market, under long-term contracts. TOTAL disposed in
by the joint assessment of the exploration potential of promising December 2018 of a 4% interest in the Ichthys LNG project in
areas in Brazil and by the development of new technologies, in Australia, thus reducing TOTAL’s interest in the asset from 30% to
particular in deep offshore. On Iara, the declaration of the 26%.
commerciality of two developments has been made, one for the
GLNG is an integrated production, transportation and liquefaction
development of the two Berbigao and Sururu-West fields, and the
project from the Fairview, Roma, Scotia and Arcadia fields with a
other for the development of the Atapu field. On the Sururu field, a
capacity of 7.8 Mt/y located on Curtis Island, Queensland. The plant’s
six-month production test has been completed and the drilling of an
two trains are in production.
appraisal well has revealed the highest oil column in the pre-salt in
Brazil (530 m). In Brunei, the Group’s production was 19 kboe/d in 2018 compared
to 21 kboe/d in 2017 and 18 kboe/d in 2016. It comes from the
The acquisition of Mærsk Oil in March 2018 allowed for the
Maharaja Lela Jamalulalam condensate gas field on Block B (37.5%,
incorporation of new assets in TOTAL’s portfolio in Brazil: Wahoo
operator) and from the unitized Gumusut-Kakap field, of which the
(28.6%) and Itaipu (40%) respectively on the BMC-30 and
part in Brunei is located on Block CA1 (86.9%, operator). The signing
BMC-32 Blocks in the Campos Basin.
of the unitization agreements in July 2018 gives TOTAL access to
In addition, the Group holds 17 exploration licenses located in the 4.64% of the Gumusut-Kakap field, which started in 2012 and
Barreirinhas, Ceará, Espirito Santo, Foz do Amazonas and Pelotas produced 155 kboe/d of oil in 2018. The gas from the Maharaja Lela
basins. Jamalulalam field is delivered to the Brunei LNG liquefaction plant.
In Colombia, TOTAL started production on the Niscota field (71.4%) On the CA1 deep offshore exploration Block (86.9%, operator), the
in 2017. The commerciality of the development of the field was exploration license was extended for two years in October 2018.
declared In November 2018. The Group’s production totaled
In Myanmar, the Group’s production was 17 kboe/d in 2018
1 kboe/d in 2018.
compared to 19 kboe/d in 2017 and 21 kboe/d in 2016.
In Mexico, TOTAL was awarded exploration licenses in 2016 on
The Yadana field (31.24%, operator), located on the offshore Blocks
three blocks in offshore Mexico, following the country’s first
M5 and M6, primarily produces gas for delivery to PTT for use in Thai
competitive deep water bid round. Located in the Perdido Basin,
power plants. The Yadana field also supplies the domestic market
Block 2 (50%, operator) covers an area of 2,977 km² at depths of
via an offshore pipeline built and operated by MOGE, a Myanmar
between 2,300 and 3,600 meters. TOTAL also holds stakes in Blocks
state-owned company. In 2017, TOTAL started production on the
1 (33.33%) and 3 (33.33%), located in the Salina Basin, and in Block
Badamyar field, a satellite of the Yadana field. This project is expected
15 (60%, operator). In March 2018, TOTAL obtained three exploration
to make it possible to extend production on this gas field, which is
blocks in the shallow waters of the Campeche Basin: Block 32 (50%),
8 Bcf/y, beyond 2020.
Block 33 (50%, operator) and Block 34 (42.5%).

46 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2


In 2015, the Group entered exploration license A6 (40%) located in decision is made) at a level of 22.5%. In this case, TOTAL’s stake
the deep offshore area west of Myanmar, where a gas discovery has would be reduced to 31.1%. Block PRL-15 includes the two
been made. A delineation well drilled in 2018 has produced discoveries Elk and Antelope. The delineation program of these
encouraging results. These discoveries are currently being assessed. discoveries was completed in 2017 and the results of the wells drilled
confirmed the resource levels of the fields. Development studies
In 2015, TOTAL signed a production sharing contract on the deep
continued in 2018.
offshore YWB Block (100%, operator). The 2016 2D seismic survey
was followed by a 3D seismic survey in 2018. TOTAL holds interests in the PPL339 (35%), PPL589 (100%) and
PPL576 (100%) exploration licenses. The interpretation of the
In China, the Group’s production was 16 kboe/d in 2018 compared
multi-client seismic survey performed in late 2016 on PPL576
to 15 kboe/d in 2017 and 10 kboe/d in 2016. This production comes
revealed some promising prospects.
from the South Sulige Block (49%) in the Ordos Basin of Inner
Mongolia, where the drilling of tight gas development wells is ongoing. TOTAL and its partners signed on November 2018 a Memorandum
of Understanding with the Independent State of Papua New Guinea
In 2017, TOTAL signed a production sharing contract on the Taiyang
exploration Block (49%, operator), located in both Chinese and
defining the key terms of the Gas Agreement for the Papua LNG 2
Project. The proposed Gas agreement is expected to be finalized in
Taiwanese waters in the China Sea. A 2D seismic survey was carried
the first half of 2019.
out in 2018.
In Indonesia, Group production was 3 kboe/d in 2018, compared Rest of the Asia-Pacific zone
with 112 kboe/d in 2017 and 140 kboe/d in 2016, given the expiry of
TOTAL also holds interests in exploration licenses in Malaysia and
the Mahakam license and the transfer of the corresponding activities
the Philippines. In Cambodia, TOTAL is working to implement an
to Pertamina (operator) on January 1, 2018. The Group still holds an
agreement entered into in 2009 with the Cambodian government for
interest in the Sebuku license (15%), production from the Ruby gas
the exploration of Block 3 located in an area of the Gulf of Thailand
field is routed by pipeline for processing and separation at the Senipah
disputed by the governments of Cambodia and Thailand. This
terminal.
agreement remains subject to the establishment by both countries of
In Papua New Guinea, the Group owns a stake in Block PRL-15 an appropriate contractual framework. In Sri Lanka, in 2016 TOTAL
(40.1%, operator since 2015). The State of Papua New Guinea retains signed an agreement to proceed with surveys on the offshore JS-5
the right to take a stake in the license (when the final investment and JS-6 Blocks off the east coast.

Registration Document 2018 TOTAL 47


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

2.1.10 Oil and gas acreage


2018

Undeveloped Developed
As of December 31 (in thousands of acres) acreage (a) acreage

Europe and Central Asia (excl. Russia) Gross 19,649 923


Net 7,450 221
Russia Gross 3,733 619
Net 685 127
Africa (excl. North Africa) Gross 77,537 718
Net 55,174 198
Middle East and North Africa Gross 31,406 3,037
Net 6,068 427
Americas Gross 24,595 1,102
Net 13,355 509
Asia-Pacific Gross 42,332 668
Net 24,566 204
TOTAL GROSS 199,252 7,067
NET (b) 107,298 1,686

(a) Undeveloped acreage includes leases and concessions.


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

2.1.11 Productive wells


2018

Gross productive Net productive


As of December 31 (number of wells) wells wells (a)

Europe and Central Asia (excl. Russia) Oil 767 261


Gas 314 98
Russia Oil 337 65
Gas 627 113
Africa (excl. North Africa) Oil 1,533 429
Gas 75 14
Middle East and North Africa Oil 11,189 711
Gas 190 40
Americas Oil 1,066 352
Gas 3,528 2,052
Asia-Pacific Oil 8 7
Gas 2,289 743
TOTAL OIL 14,900 1,825
GAS 7,023 3,060

(a) Net wells equal the sum of the Group’s equity stakes in gross wells.

48 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment 2


2.1.12 Net productive and dry wells drilled
2018 2017 2016

Net Net Net Net Net Net Net Net Net


productive dry wells total wells productive dry wells total wells productive dry wells total wells
wells drilled drilled drilled wells drilled drilled drilled wells drilled drilled drilled
As of December 31 (number of wells) (a) (b) (a) (c) (a) (c) (a) (b) (a) (c) (a) (c) (a) (b) (a) (c) (a) (c)

Exploration
Europe and Central Asia (excl. Russia) 0.9 0.8 1.7 0.1 1.8 1.9 1.1 1.0 2.1
Russia - - - - - - - - -
Africa (excl. North Africa) 0.1 1.0 1.1 0.2 0.5 0.8 0.7 - 0.7 2
Middle East and North Africa 0.5 - 0.5 0.6 0.5 1.1 0.8 - 0.8
Americas 0.5 1.6 2.1 1.3 0.5 1.7 2.1 0.8 2.9
Asia-Pacific 0.8 - 0.8 1.2 0.7 1.9 1.6 - 1.6
TOTAL 2.8 3.4 6.2 3.4 4.0 7.4 6.3 1.8 8.1

Development
Europe and Central Asia (excl. Russia) 10.1 - 10.1 8.8 - 8.8 13.6 0.5 14.1
Russia 13.4 - 13.4 21.5 - 21.5 18.7 - 18.7
Africa (excl. North Africa) 13.0 0.1 13.1 14.4 - 14.4 14.6 - 14.6
Middle East and North Africa 68.8 - 68.8 82.0 - 82.0 49.3 1.1 50.4
Americas 38.8 0.3 39.1 29.2 0.5 29.7 35.4 - 35.4
Asia-Pacific 116.3 - 116.3 132.4 - 132.4 151.0 - 151.0
TOTAL 260.4 0.4 260.8 288.3 0.5 288.8 282.6 1.6 284.2
TOTAL 263.2 3.8 267.0 291.7 4.5 296.2 288.9 3.4 292.3

(a) Net wells equal the sum of the Group’s equity stakes 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 are not reported in this table.

2.1.13 Wells in the process of being drilled


(including wells temporarily suspended)
2018

As of December 31 (number of wells) Gross Net (a)

Exploration
Europe and Central Asia (excl. Russia) - -
Russia - -
Africa (excl. North Africa) 2 0.5
Middle East and North Africa 1 0.4
Americas 3 2.0
Asia-Pacific - -
TOTAL 6 2.9

Other wells (b)

Europe and Central Asia (excl. Russia) 138 71.4


Russia 26 3.9
Africa (excl. North Africa) 65 13.7
Middle East and North Africa 180 26.2
Americas 50 21.3
Asia-Pacific 579 137.7
TOTAL 1,038 274.2
TOTAL 1,044 277.1

(a) Net 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 were drilled.
(b) Other wells are developments wells, service wells, stratigraphic wells and extension wells.

Registration Document 2018 TOTAL 49


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Exploration & Production segment

2.1.14 Interests in pipelines


The table below shows the main interests held by Group entities (1) in pipelines on December 31, 2018.

Pipeline(s) Origin Destination (%) interest Operator Liquids Gas

EUROPE AND CENTRAL ASIA


Azerbaijan
BTC Baku (Azerbaijan) Ceyhan (Turkey, Mediterranean) 5.00 X
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 Teesside (United Kingdom) 45.22 X
Oseberg Transport System Oseberg, Brage and Veslefrikk Sture 12.98 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
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) 1.00 X
Graben Area Export Line (GAEL)
Northern Spur ETAP Forties (Unity) 9.58 X
Graben Area Export Line (GAEL)
Southern Spur Elgin-Franklin ETAP 32.09 X
Ninian Pipeline System Ninian Sullom Voe 16.36 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 (EXCL. NORTH AFRICA)


Gabon
Mandji Pipes Mandji fields Cap Lopez Terminal 100.00 (a) X X
Nigeria
O.U.R Obite Rumuji 40.00 X X
NOPL Rumuji Owaza 40.00 X X

MIDDLE EAST AND NORTH AFRICA


Qatar
Dolphin North Field (Qatar) Taweelah-Fujairah-Al Ain
(United Arab Emirates) 24.50 X

AMERICAS
Argentina
TGM Neuquén (TGN) / Paso de Los Libres
Porto alegre (Brazil) (Brazil border) 32.68 X
Brazil
TBG Bolivia-Brazil border Porto Alegre via São Paulo 9.67 X
TSB Argentina-Brazil border
(TGM)/ Porto Alegre Uruguyana (Brazil) Canoas 25.00 X

ASIA-PACIFIC
Australia
GLNG Fairview, Roma,
Scotia, Arcadia GLNG (Curtis Island) 27.50 X
Myanmar
Yadana Yadana field Ban-I Tong (Thai border) 31.24 X X

(a) 100% interest held by Total Gabon. The Group holds an interest of 58.28% in Total Gabon.

(1) Excluding equity affiliates, except for the Yadana and Dolphin pipelines.

50 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Gas, Renewables & Power segment 2


2.2 Gas, Renewables & Power segment
The Gas, Renewables & Power segment carries the Group’s ambition in low carbon activities through the development of downstream gas
and low carbon electricity as well as the energy efficiency businesses.
The segment employs an integrated business model along the full gas and power value chain. The LNG business is growing in particular
following the acquisition of the LNG business of Engie in 2018. The number of customers grows as well strongly, notably in B2C, following the
acquisition of Direct Énergie in 2018 and Lampiris in 2016.

2.7 GW 21.8 Mt $0.5 B 12,011 > 5M 2


installed low of LNG managed organic employees sites,
carbon power in 2018 investments (2) present of which 80%
capacity (1) in 2018 are B2C
at the end of 2018

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

TOTAL integrates the climate change in its strategy and anticipates As part of its strategy aiming to develop low carbon activities, several
the new trends on the energy market. Thus, the Group strengthens major acquisitions were made in 2018. In July 2018, the finalization
its development in the natural gas value chain and intends to develop of the acquisition of Engie’s LNG business enabled TOTAL to
profitable activities in low-carbon electricity. consolidate its position as a leading actor in LNG. This acquisition
strengthens TOTAL’s positions in the production of LNG, increases
The activities of TOTAL in the gas business contribute to the growth
the number of long-term purchase and sales agreements, and its
of the Group by ensuring market outlets for its current and future
regasification capacities, in particular in Europe, and adds a fleet of
natural gas production. In addition to its activities in liquefied natural
LNG tankers, thereby offering more flexibility to its portfolio.
gas (LNG) (refer to point 2.1.8 in this chapter), TOTAL is also present
in the trading of natural gas and liquefied petroleum gas (LPG). TOTAL also signed an agreement with KKR-Energas for the
acquisition of two combined-cycle natural gas power plants in France.
TOTAL is present along the entire electricity value chain, from the
In September 2018, TOTAL finalized the acquisition of Direct Énergie
production of low carbon electricity to marketing activities. TOTAL’s
(France’s top alternative energy supplier (4)) and its subsidiary Quadran
activities in electricity production rely on its subsidiaries Direct Énergie,
(developer and owner of renewables assets), thereby speeding up its
Quadran, Total Solar and its shareholdings in SunPower and Total
strategy to integrate the gas-electricity chain in Europe. In December
Eren. TOTAL is also involved in electricity storage (Saft Groupe),
2018, TOTAL and EPH also signed an agreement allowing TOTAL,
as well as in services to reduce the energy consumption of its
subject to authorisation by the competent authorities, to acquire in
customers and the environmental footprint, in particular through its
2020 two gas power turbines in France.
Greenflex subsidiary or through projects to capture, store or use CO2.

(1) In Group’s equity stake.


(2) Organic investments = net investments, excluding acquisitions, divestments and other operations with non-controlling interests (refer to point 2.5.1 of this chapter).
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
(4) Source: Company data.

Registration Document 2018 TOTAL 51


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Gas, Renewables & Power segment

2.2.1 LNG

A pioneer in the LNG industry, TOTAL is today one of the world’s 2.2.1.4 LNG trading
leading players (1) in the sector and has solid and diversified positions
The Group’s activities are developing in LNG trading through major
both in the upstream and downstream of the LNG chain.
sale and purchase contracts and are reinforced by the acquisition of
LNG development is a key element of the strategy of the Group,
Engie’s portfolio of LNG activities. In 2018, these LNG trading
which is strengthening its positions in most major production regions
activities represented a volume of 17.1 Mt compared with 7.6 Mt in
and main markets.
2017 and 5.1 Mt in 2016.
2.2.1.1 LNG production The portfolio focuses, in particular, on Asian markets (China, South
Korea, India, Indonesia, Japan and Taiwan) and is made up of spot
Through its interests in liquefaction plants in Angola, Australia, Egypt,
and long-term contracts that enable TOTAL to supply gas to its main
the United Arab Emirates, Nigeria, Norway, Oman, Qatar, Russia and
customers worldwide, while keeping sufficient flexibility to seize
Yemen (2), the Group sells LNG across markets worldwide. In 2018,
market opportunities.
the share of LNG production was 11.1 Mt, compared to 11.2 Mt in
2017 and 11 Mt in 2016. In 2018, the Ichthys (Australia) and Yamal In 2018, the trading teams were located in London, Paris, Houston
LNG (Russia) plants started producing LNG. The growth of LNG and Singapore.
production sold by TOTAL over the coming years is expected to be
In 2018, TOTAL bought 173 shipments under long-term contracts
ensured by the Group’s liquefaction projects under construction
from Algeria, Australia, Egypt, the United States, Nigeria, Norway,
(in the United States and Russia), or by projects currently under study
Qatar and Russia and 97 spot or medium-term shipments, compared
(Papua New Guinea, Nigeria, Russia, Oman, Mexico and the United
with 59 and 49 in 2017, and 51 and 19 in 2016 respectively. Deliveries
States (3)).
from Yemen LNG have been halted since 2015.
Thereby, in March 2019, Total has signed the definitive agreement
with PAO Novatek (4) for the acquisition of a direct 10% interest in 2.2.1.5 LNG regasification
Arctic LNG 2. Furthermore, a Memorandum of Understanding (MOU)
TOTAL has entered agreements that provide a long-term access to
signed with the government of Oman is expected to enable the
LNG regasification capacity worldwide, through existing assets or
Group to develop a regional hub for the delivery of an LNG bunker
projects under development in Europe (Belgium, France and the
service to ships, using the natural gas resources from Block 6. Finally,
United Kingdom), the Americas (the United States, Panama and
TOTAL has signed an MOU with Sempra Energy for the development
Mexico), Asia (India and Myanmar) and Africa (Côte d’Ivoire). TOTAL
of projects for the export of North American LNG, including the
also charters two FSRUs.
expansion of Cameron LNG in Louisiana and the Energia Costa Azul
project in Baja California, Mexico. In 2018, TOTAL has an LNG regasification capacity in the range of
27 Bcm/y, of which 20 Bcm/y comes from the acquisition of Engie’s
2.2.1.2 Long-term Group LNG sales and purchases LNG activities.
TOTAL acquires long-term LNG volumes mainly from liquefaction In France, TOTAL holds a 27.5% interest in Fosmax LNG.
projects in which the Group holds an interest (Egyptian LNG in Egypt, The terminal received 65 vessels in 2018, compared with 55 in 2017
Ichthys in Australia, Qatargas 2 in Qatar, Nigeria LNG in Nigeria, and 54 in 2016.
Snøhvit in Norway, Yamal LNG in Russia and Yemen LNG in Yemen).
In October 2018, TOTAL sold its 9.99% stake in the Dunkerque LNG
Furthermore, TOTAL also acquired long-term LNG volumes from
terminal, with a capacity of 13 Bcm/y.
American projects in which the Group has no equity (Sabine Pass,
Corpus Christi, Cove Point). These volumes support the expansion In the United Kingdom, through its equity interest in the Qatargas
of the Group’s worldwide LNG portfolio. Since 2009, a growing 2 project, TOTAL holds an 8.35% stake in the South Hook LNG
portion of the long- term volume purchased by the Group that was regasification terminal, with a total capacity of 21 Bcm/y.
initially intended for delivery to North American and European markets
In the United States, in 2004, TOTAL has reserved a regasification
has been diverted to Asian markets, benefitting from a better price
capacity of approximately 10 Bcm/y in the Sabine Pass terminal
environment.
(Louisiana) for a 20-year period until 2029. In 2012, TOTAL and
New LNG sources arising from, among others, the acquisition of Sabine Pass Liquefaction (SPL) signed agreements allowing TOTAL’s
Engie’s LNG assets in the United States (Cameron LNG) are expected reserved regasification capacity to gradually be transferred by TOTAL
to ensure the growth of the Group’s LNG portfolio. The Group is to SPL in return for a payment.
developing new LNG markets by launching projects of Floating
In India, TOTAL disposed of its 26% stake in the Hazira terminal in
Storage and Regasification Units (FSRU) for the import of LNG, for
January 2019. The terminal received 67 vessels in 2018, compared
example in Myanmar or Côte d’Ivoire, in addition to the two FSRUs
with 44 in 2017 and 61 in 2016. Furthermore, in October 2018,
already in operation following the acquisition of Engie’s LNG activities.
TOTAL and Adani Group signed an agreement to develop several
TOTAL holds several significant contracts for the long-term sale of LNG regasification terminals, including Dhamra LNG on the east
LNG in Chile, China, South Korea, Spain, the United States, coast of India, and to develop the marketing of LNG in India.
Indonesia, Japan, Panama, the Dominican Republic, Singapore and Thus, TOTAL relies on a recognized local partner to break into the
Taiwan. Indian market.
In Myanmar, a consortium led by TOTAL has been tasked with the
2.2.1.3 LNG shipping
responsibility of developing an integrated project, including an FSRU
As part of its LNG shipping activities, TOTAL uses a fleet of 15 LNG LNG regasification terminal at Kanbauk, a 1,230 MW production
vessels, 12 of which come from the acquisition of Engie’s LNG plant and the supply of electricity as far as Yangon, which is expected
portfolio. In addition to the fleet, TOTAL may also charter extra vessels to start up in 2023.
on a spot and short-term basis to meet trading needs.

(1) Publicly available information: upstream and downstream LNG portfolios in 2018.
(2) The Yemen LNG plant has been halted since 2015. For more information, refer to point 2.1.8 of this chapter.
(3) TOTAL holds since 2017 an interest in Tellurian Inc. which is listed on the NASDAQ, (18.38% on December 31, 2018).
(4) A Russian company listed on the Moscow and London stock exchanges and in which the Group held an interest of 19.4% as of December 31, 2018.

52 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Gas, Renewables & Power segment 2


In Côte d’Ivoire, a consortium led by TOTAL (34%, operator) has FSRU-type LNG regasification terminal in Abidjan, which is expected
been assigned responsibility for developing and operating an to start up in 2021.

2.2.2 Trading and transport (excluding LNG)

2.2.2.1 Trading excluding LNG TOTAL also sells sulfur, mainly from the production of its refineries.
In 2018, 1.4 Mt was sold, compared with 0.9 Mt in 2017 and 0.7 Mt
Following the sale in 2015 of its subsidiary Total Coal South Africa,
in 2016.
the Group ceased its coal production activities. Moreover, in 2016,
the Group stopped its coal sales and trading activities.
C) Natural gas and electricity
A) LPG TOTAL is pursuing gas and electricity trading operations in Europe
2
and North America in order to sell the Group’s production and to
In 2018, TOTAL traded and sold nearly 5.2 Mt of LPG (propane and
supply the marketing subsidiaries and other entities of the Group.
butane) worldwide, compared to 4.9 Mt in 2017 and 5.3 Mt in 2016.
Nearly 30% of these quantities came from fields or refineries operated In Europe, TOTAL sold 46.4 Bcm of natural gas in 2018, compared
by the Group. This trading activity was conducted by means of seven with 33.3 Bcm in 2017 and 32.9 Bcm in 2016 (1). The Group also
long-term chartered vessels. In 2018, 255 journeys were necessary traded 65.4 TWh of electricity in 2018, compared to 70.2 TWh in
for transporting the negotiated quantities, including 156 journeys 2017 and 49.1 TWh in 2016, mainly from external sources.
carried out by TOTAL’s long-term chartered vessels and 99 journeys
In North America, TOTAL sold 13.7 Bcm of natural gas in 2018
by spot-chartered vessels.
from its own production or from external resources, compared to
12.1 Bcm in 2017 and 10.1 Bcm in 2016.
B) Petcoke and sulfur
TOTAL sells petcoke coming from the Port Arthur refinery in the 2.2.2.2 Transport of natural gas
United States and the Jubail refinery in Saudi Arabia. Petcoke is sold
The Group holds interests in gas pipelines (refer to point 2.1.14 of
to cement producers and electricity producers mainly in India, as
this chapter) located in Brazil and Argentina.
well as in Mexico, Brazil, other Latin American countries and Turkey.
2.2 Mt of petcoke were sold on the international market in 2018,
compared to 2.1 Mt in 2017 and 1.9 Mt in 2016.

2.2.3 Low carbon electricity production

In the second half of 2018, TOTAL accelerated its strategy to integrate In Brazil, TOTAL and Petrobras pursue the study of new business
the gas-electricity chain in Europe and to develop low-carbon opportunities in the natural gas.
electricity by acquiring Direct Énergie and two combined-cycle natural
gas power plants in France from KKR-Energas. Consequently, 2.2.3.2 Electricity production from renewables
TOTAL has the capacity to produce 2.7 GW of low-carbon electricity
As part of its development in low-carbon electricity, TOTAL relies on
from gas and renewables (in Group share) worldwide.
its Quadran and Total Solar subsidiaries and its shareholdings in
SunPower and Total Eren.
2.2.3.1 Electricity production from natural gas
The construction of a portfolio of combined-cycle gas power plants A) SunPower
in Europe is part of the strategy to integrate the gas and electricity
TOTAL has held, since 2011, a majority interest in SunPower (55.66%
value chain, from production to marketing, and compliments well the
as of December 31, 2018), an American company listed on NASDAQ
sources of production of intermittent renewable electricity.
and based in California.
Furthermore, the flexible production of these power plants enables
the Group to optimize its customers’ electricity supply costs. Since 2017, SunPower has focused its activities on two segments:
on the one hand, the design, production and international sale of
In France and Belgium, TOTAL owns four combined-cycle natural
very high-efficiency solar cells and panels, and, on the other hand,
gas (CCGT) power plants. The global installed capacity is 1.6 GW.
the sale of photovoltaic systems, that increasingly include storage, in
TOTAL holds a 60% stake in project to build a fifth 0.4 GW CCGT
the United States. SunPower had a capacity to produce
power plant in Landivisiau, France. The agreement signed in
Inter-digitated Back Contact (IBC) cells of almost 1.2 GW/y at the
December 2018 with EPH will bring to TOTAL portfolio two additional
end of 2018. The cells are then assembled into solar panels in plants
gas power turbines (0.8 GW) from 2020, subject to authorisation by
located mainly in France and Mexico. To enlarge its commercial
the competent authorities.
offering, SunPower has marketed, since 2016, a new range of panels
In Abu Dhabi, the Taweelah A1 gas power plant, which is owned by to target the most competitive market sectors while continuing to
the Gulf Total Tractebel Power Company (TOTAL, 20%), combines hold a technological edge over its competitors. SunPower is finalizing
electricity generation and water desalination. The plant has a net the development of its future highly efficient technology, which
power generation capacity of 1.6 GW and a water desalination significantly reduces costs, and has launched its industrial
capacity of 385,000 m³ per day. The plant’s production is sold to deployment.
Abu Dhabi Water and Electricity Company (ADWEC) as part of a
SunPower markets its panels worldwide for applications ranging from
long-term agreement.
residential and commercial roof tiles to solar power plants.

(1) The data for 2017 and 2016 financial years have been restated and include the supply of the marketing subsidiaries.

Registration Document 2018 TOTAL 53


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Gas, Renewables & Power segment

In 2018, the worldwide photovoltaic market remained dynamic, with wind, solar, hydroelectric and biogas assets in France, and develops
estimated growth of 14% (compared with 30% in 2017) of newly a series of renewable electricity projects that have reached different
installed capacities (1). SunPower installed more than 1.5 GW in 2018, stages of maturity.
compared to 1.4 GW in 2017 and 1.3 GW in 2016.
C) Total Eren
In the American market, SunPower is one of the leading players on
the residential, industrial and commercial markets, and is driving the In December 2017, TOTAL acquired a 23% interest in Eren
development of smart energy offerings (a combination of photovoltaic Renewable Energy, which has since been renamed Total Eren.
solar power, storage and other services). TOTAL will be able to take control of Total Eren after a period of five
years. Through its partnerships with local developers, Total Eren
As part of its recentering strategy, SunPower sold, in June 2018, its
today manages numerous energy projects in countries and regions
stake in 8point3 Energy Partners to an investment fund in the energy
where renewable energies represent an economically viable response
sector. In 2018, SunPower also sold its inverters activity and its last
to a growing demand for energy, such as Asia-Pacific, Africa and
solar farm projects that were under development, mainly in the
Latin America.
Americas.
Total Eren has a diversified set of assets in renewable energies
In October 2018, SunPower acquired certain assets of SolarWorld
(wind, solar and hydraulic), representing a gross installed capacity of
Americas, in particular the Hillsboro plant in Oregon, thereby
about 1.3 GW (in 100%) in operation or under construction around
strengthening its position in the production of solar panels in the
the world.
United States. In September 2018, the American government
exempted the IBC technology of the customs tariffs imposed by the
D) Total Solar
American authorities on imports of cells and panels in January 2018.
Total Solar, which is 100% owned by the Group, contributes to the
B) Quadran development of activities in solar power, with a focus on two market
segments:
In 2018, TOTAL maintained its policy of investing in low-carbon
businesses with the acquisition of Direct Énergie, which owns — decentralized photovoltaic systems aimed at industrial or
Quadran. This company enables the Group to speed up its commercial customers (B2B) entering into private PPAs (power
development in solar and wind power, biogas and in hydroelectricity purchase agreements); and
in France.
— ground-mounted solar power plants in targeted geographical
This acquisition adds 0.7 GW gross installed capacity (in 100%). areas: Europe, the Middle East, Japan and South Africa.
At the end of 2018, Quadran operates a portfolio of 213 onshore

2.2.4 Natural gas and electricity marketing

With a customer portfolio in excess of 5 million sites delivered and subsidiary Total Gas & Power Nederland B.V. The volumes delivered
133 TWh, TOTAL is now targeting 15% market share in France and in 2018 were 0.4 Bcm of gas and 0.4 TWh of electricity, compared
Belgium within 5 years in the residential segment. with 0.3 Bcm and 0.2 TWh in 2017.
In France, TOTAL operates in the natural gas and electricity markets In Belgium, TOTAL operates on the natural gas and electricity supply
for industrial and commercial customers through its Total Énergie markets through its subsidiaries Lampiris and Direct Énergie.
Gaz and, Direct Énergie since 2018, marketing subsidiaries, whose The Lampiris and Poweo by Direct Énergie brands are present in the
global gas sales totaled 1.8 Bcm in 2018, compared with 1.9 Bcm in residential segment, while Total Gas & Power Belgium operates in
2017 and 2.2 Bcm in 2016. TOTAL also operates on the domestic the industrial and commercial segments. In 2018, the volumes of
market through its subsidiary Total Spring (previously known as gas delivered amounted to almost 0.8 Bcm, compared with 0.7 Bcm
Lampiris France) and Direct Énergie. The sales of Total Spring and in 2017, while electricity sales totaled almost 3.7 TWh, compared
Direct Énergie in the residential segment (electricity and gas) totaled with 3.7 TWh in 2017.
17.9 TWh in 2018, compared with 3.8 TWh in 2017.
In Spain, TOTAL Gas y Electricidad España markets electricity to the
In the United Kingdom, TOTAL sells natural gas and electricity in industrial and commercial segments since January 2018. In 2018,
the industrial and commercial segment through its subsidiary Total the volume of electricity sales reached 0.1 TWh. The Group sold its
Gas & Power Ltd. In 2018, the volume of gas sales totaled 4.2 Bcm, 35% stake in Cepsa Gas Comercializadora in 2017.
compared with 4.3 Bcm in 2017 and 4.0 Bcm in 2016. Electricity
In Argentina, the subsidiary Total Gas Marketing Cono Sur is in
sales were nearly 10.1 TWh in 2018, compared to 9.1 TWh in 2017
charge of marketing the gas produced by Total Austral, the Group’s
and 7.4 TWh in 2016.
production subsidiary, as well as marketing the gas produced by
In Germany, Total Energie Gas GmbH, a marketing subsidiary of third parties. In 2018, the volume of gas sales reached 4.3 Bcm,
TOTAL, marketed 1.2 Bcm of gas in 2018 to industrial and compared to 4.2 Bcm in 2017 and 4.0 Bcm in 2016.
commercial customers, compared to 1.2 Bcm in 2017 and 0.9 Bcm
The Group holds stakes in the marketing companies that are
in 2016. Electricity sales were 0.5 TWh in 2018, compared with
associated with the LNG regasification terminals located at Altamira
0.3 TWh in 2017.
in Mexico and Hazira in India. In early 2019, TOTAL closed the sale
In the Netherlands, TOTAL operates in the natural gas and electricity of its stake in the regasification company in India that also owned the
markets for industrial and commercial customers through its marketing activity.

2.2.5 Energy storage

Energy storage is a major challenge for the future of power grids and The acquisition of 100% of the shares of Saft Groupe S.A. (“Saft”),
a vital accompaniment to renewable energies, which are intermittent completed in August 2016 following a successful voluntary takeover
by nature. Large-scale electricity storage is essential to promote the bid, fully aligned with TOTAL’s goal to develop in low-carbon
growth of renewables and enable them to make up a significant businesses.
share of the electricity mix.

(1) Source: BNEF.

54 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Gas, Renewables & Power segment 2


Saft is a French company that celebrated its 100th anniversary in As part of a European alliance, Saft and its partners launched, in
2018 and specializes in the design, manufacture and marketing of 2018, an R&D program that aims to develop the future generations
high technology batteries for industry. of lithium-ion batteries (Gen 3A and Gen 3B), and then the solid
electrolyte lithium battery technology. As of year-end 2018, Saft is
Saft develops batteries based on nickel, lithium-ion and primary
present in 18 countries worldwide (historically in Europe and the
lithium technologies. The company is active in transport,
United States) and has over 4,300 employees. Saft is achieving
telecommunications, industrial infrastructures, civil and military
growth in emerging countries, in particular in Asia, South America
electronics, space, defense and energy storage. Building on the
and Russia, and has 14 production sites and approximately 30 sales
strength of its technological know-how, and through its energy
offices. In 2018, Saft’s turnover amounted to $788 million.
storage activities, Saft is well placed to benefit from the growth in
renewable energies beyond its current activities, by offering massive
storage capacities, combined with renewable electricity, which is
intermittent by nature. This is one of Saft’s main sources of growth.
2
2.2.6 Innovation and energy efficiency

2.2.6.1 Energy efficiency services In this area, the Group intends to participate directly or indirectly (via
the OGCI fund in particular) in large-scale pilot projects. TOTAL thus
The energy efficiency services market is experiencing strong growth,
launched, in 2017, studies with Equinor and Royal Dutch Shell for
which is expected to accelerate in the coming years. In this context,
developing the transport and storage aspects of the first industrial
the Group is investing in this market, with the aim of helping
commercial project in the world for the capture, transport and storage
customers optimize their consumption and emissions, in particular
of CO2, with a capacity of 1.5 Mt of CO2/y. The project aims to store
by choosing between the best energy sources.
the emissions from two industrial sites near Oslo, Norway, and will
In 2017, the Group finalized the acquisition of GreenFlex, a French also be able to collect emissions from other emitters. TOTAL also
company founded in 2009 with over 700 customers. GreenFlex supports the feasibility studies conducted by the OGCI fund, with
employs around 400 people and recorded sales of €410 million at 5 other partners, on a project located in Teesside (United Kingdom).
year-end 2018, compared to €359 million at year-end 2017. This project combines gas based power generation with capture of
the related CO2, the collection of the CO2 emissions from neighboring
This acquisition is fully aligned with the Group’s strategy for growth
industries, its offshore storage and its possible recovery in other uses.
in the energy performance sector, in priority in major European
countries.
2.2.6.4 Access to energy
2.2.6.2 Total Energy Ventures First launched in 2011 in four pilot countries, TOTAL’s solar solutions
for access to energy were distributed in 40 countries by 2018.
Total Energy Ventures (TEV) invests in the initial development phases
By the end of 2018, 2.7 million lamps and solar kits had been sold,
of companies that offer technologies or economic models of strategic
improving the day-to-day lives of nearly 12 million people.
interest to TOTAL. These areas of interest include renewable energies,
The distribution channels used are both TOTAL’s traditional networks
digital energy, energy storage and mobility services. Whereas
(service stations) and “last mile” networks built with local partners to
historically TEV invested predominantly in Europe and the United
bring these solutions to isolated areas. Reseller networks are set up
States, the company started investing in 2018 in China. In particular,
and economic programs developed with the support of external
TEV signed an agreement with NIO Capital to cooperate and invest
partners to recruit and train young solar resellers.
in the mobility segment.
In addition, in 2018, around 10 incubation projects were launched
TEV also launched its investment platform dedicated to emerging
with start-ups in the nano-grid, mini-grid, recycling and Wi-Fi terminals
markets, and in particular to companies developing business models
segments. More than 20 business partnerships were also deployed
for access to energy for people who are not connected to the grid.
in the field, with organizations ranging from NGOs and development
Initially, this activity will be focused on Africa.
agencies, to professional customers (distributors, major TOTAL
accounts, etc.) and international organizations.
2.2.6.3 Carbon capture, use and storage
In order to promote a new industry in the field of carbon capture,
utilization and storage (CCUS), the Group is examining the possibility
of developing new businesses to enable its industrial, domestic or
electricity producing customers to capture, store, utilize or neutralize
their CO2 emissions.
TOTAL considers CCUS to be one of the key drivers to tackle the
challenge of the climate change and is particularly interested in the
development of new business and industrial models associated with
this value chain.

Registration Document 2018 TOTAL 55


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment

2.3 Refining & Chemicals segment


Refining & Chemicals is a large industrial segment that encompasses refining, base petrochemicals (olefins and aromatics), polymer derivatives
(polyethylene, polypropylene, polystyrene and hydrocarbon resins), the transformation of biomass and the transformation of elastomers
(Hutchinson). This segment also includes the activities of Trading & Shipping.

Among the Refining


world’s capacity of
One of
the leading $1.6 B 49,883
10 largest 2.0 Mb/d traders of oil and
of organic
investments (2)
employees
present
integrated at year-end 2018 refined products
in 2018
producers (1) worldwide

Refinery throughput (a)


(Kb/d)

1,965
1,852 1,827

1,471
1,365 1,391

Europe Refinery throughput was stable in 2018 compared to 2017. Lower


throughput in Europe linked to planned maintenance, notably at
487 436 494 Rest of the world Antwerp during the second quarter, was offset by higher throughput
outside Europe.
2018 2017 2016
(a) Includes share of TotalErg (sold in 2018), as well as refineries
in Africa that are reported in the Marketing & Services segment.

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

(1) Based on publicly available information, production capacities at year-end 2017.


(2) Organic investments = net investments, excluding acquisitions, divestments and other operations with non-controlling interests (refer to point 2.5.1 of this chapter).
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

56 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment 2


2.3.1 Refining & Chemicals

Refining & Chemicals includes refining, base petrochemicals (olefins Group sold its stake in TotalErg, which held a stake in the Trecate
and aromatics), polymer derivatives (polyethylene, polypropylene, refinery in Italy.
polystyrene and hydrocarbon resins), biomass conversion and
The Group’s main petrochemical sites in Europe are located in
elastomer processing (Hutchinson). The electroplating chemistry
Belgium, in Antwerp (steam crackers, aromatics, polyethylene) and
(Atotech) and adhesives (Bostik) activities were sold in 2017 and
Feluy (polyolefins, polystyrene), and in France, in Carling (polyethylene,
2015, respectively. The volume of its Refining & Chemicals activities
polystyrene, polypropylene compounds), Feyzin (steam cracker,
places TOTAL among the top 10 integrated producers worldwide (1).
aromatics), Gonfreville (steam crackers, aromatics, styrene,
The strategy of Refining & Chemicals integrates a constant polyolefins, polystyrene) and Lavéra (steam cracker, aromatics,
requirement for safety, a core value of the Group, and the priority polypropylene). Europe accounts for 48% of the Group’s
given to the management of its environmental footprint. In a context petrochemicals capacity, i.e., 10,277 kt at year-end 2018, compared 2
of rising worldwide demand for oil and petrochemicals driven by to 10,293 kt at year-end 2017 and 10,383 kt at year-end 2016.
non-OECD countries and the entry of new capacities into the market,
— In France, the Group continues to improve its operational
the strategy involves:
efficiency in a context of stagnation in the consumption of
— improving competitiveness of refining and petrochemicals petroleum products in Europe.
activities by making optimal use of industrial means of production
In 2018, TOTAL continued the significant modernization plan
and concentrating investments on large integrated platforms;
announced in 2015 for its refining facilities in France, in particular
— developing petrochemicals in the United States and the Middle at La Mède, with an investment decision made in 2015 for around
East by exploiting the proximity of cost-effective oil and gas €275 million to transform the site and in particular create the first
resources in order to supply growing markets, in particular Asia; biorefinery in France. The first step of this investment took place
and at the end of 2016 when the processing of crude oil ended.
The industrial transformation of La Mède will contribute to
— innovating in low carbon activities by developing biofuels,
respond to the growing demand for biofuels in Europe as from
biopolymers and plastics recycling solutions as well as materials
the first half of 2019. Other activities, such as a logistics and
contributing to the energy efficiency of the Group’s customers, in
storage platform, a solar energy farm and a training center were
particular in the automotive market.
developed on the site since 2017, in addition to an AdBlue (4)
production plant, which started up in August 2018.
2.3.1.1 Refining and petrochemicals
In Donges, the €400 million investment project for the
TOTAL’s refining capacity was 2,021 kb/d as of December 31, 2018,
construction of intermediate feedstock desulfurization units and
same as at year-end 2017 and compared to 2,011 kb/d at year-end
hydrogen production units is under study. This program requires
2016. The Refining & Chemicals segment managed a capacity of
the re-routing of the railroad track that currently crosses the
1,993 kb/d at year-end 2018, or 99% of the Group’s total capacity.
refinery. A three-party memorandum of intent to fund this
TOTAL has equity stakes in 18 refineries (including nine operated by re-routing work between the French State, local authorities and
companies of the Group), located in Europe, the Middle East, the TOTAL was signed at the end of 2015.
United States, Asia and Africa (2).
In petrochemicals, the Group reconfigured the Carling platform
The petrochemicals businesses are located mainly in Europe, the in Lorraine. Since the shutdown of the steam cracking activity in
United States, Qatar, South Korea and Saudi Arabia. Most of these 2015, new hydrocarbon resins and compound polypropylene
sites are either adjacent to or connected by pipelines to Group production units have been in activity.
refineries. As a result, TOTAL’s petrochemical operations are
— In Germany, TOTAL operates the Leuna refinery (100%), where
integrated within its refining operations, thereby maximizing synergies.
a new benzene extraction unit (approximately 60 kt/y) started up
Between 2011 and 2016, the Group reduced its production late 2017. In 2015, the Group completed the sale of its stake in
capacities in Europe by 20%, thereby fully meeting the target it had the Schwedt refinery (16.7%) and acquired a majority stake in
set for 2017. Since then, the major investment project launched in Polyblend, a manufacturer of polyolefin compounds that are
2013 on the Antwerp platform in Belgium has been completed, with mainly used in the automotive industry.
the aim of improving the site’s conversion rate and increasing the
— In Belgium, the Group finalized a major project in 2017 to
flexibility of the steam crackers. The project to transform the La Mède
modernize its Antwerp platform, with:
refinery into a biorefinery continues.
– new conversion units in response to the shift in demand
towards lighter petroleum products with a very low sulfur
A) Activities by geographical area
content, and
a) Europe – a new unit to convert part of the combustible gases recovered
from the refining process into raw materials for the
TOTAL is the second largest refiner and petrochemist in Western
petrochemical units.
Europe (3).
In addition, the Group has developed a project to enable greater
Western Europe accounts for 71% of the Group’s refining capacity,
flexibility on one of the steam-cracking units and has thus been
i.e., 1,437 kb/d at year-end 2018, compared with 1,454 kb/d at
processing ethane since 2017.
year-end 2017 and year-end 2016.
— In the United Kingdom, TOTAL decreased the capacity of the
The Group operates eight refineries in Western Europe (one in
Lindsey refinery by half in 2016, reducing it to 5.5 Mt/y.
Antwerp, Belgium, five in France in Donges, Feyzin, Gonfreville,
The investment plan also focuses on improving the conversion
Grandpuits and La Mède, one in Immingham, United Kingdom, and
ratio, adapting logistics and simplifying the refinery’s organization,
one in Leuna, Germany) and owns a 55% stake in the Vlissingen
thereby lowering the site’s break-even point.
refinery (Zeeland) in the Netherlands. In the first quarter of 2018, the

(1) Based on publicly available information, refining and petrochemicals production capacities at year-end 2017.
(2) Earnings related to certain refining assets in Africa and to the TotalErg joint-venture, sold during the first quarter of 2018, which held a stake in the Trecate refinery in Italy, are included in
the results of the Marketing & Services segment.
(3) Based on publicly available information, 2017 refining capacities.
(4) Fuel additive intended for road transport and designed to lower nitrogen oxide (NOX) compound emissions.

Registration Document 2018 TOTAL 57


2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment

b) North America In China, TOTAL holds a 22.4% stake in WEPEC, a company that
operates a refinery located in Dalian. The sale of this stake to one of
The Group’s main sites in North America are located in Texas, at Port
the Chinese partners of the joint-venture is in the process of being
Arthur (refinery, steam cracker), Bayport (polyethylene), La Porte
finalized. During the first quarter of 2019, the Group sold its
(polypropylene) and in Louisiana, at Carville (styrene, polystyrene).
polystyrene activity in China, which notably included two plants in
At Port Arthur, TOTAL holds at the same site a 100% interest in a Foshan (Guangdong province) and Ningbo (Zheijiang province) in the
178 kb/d capacity refinery and a 40% stake in BASF Total Shanghai region, each with a capacity of 200 kt/y.
Petrochemicals (BTP), which has a condensate splitter and a steam
In South Korea, TOTAL has a 50% stake in Hanwha Total
cracker. The Group continues to work on strengthening the synergies
Petrochemicals Co., Ltd. (HTC), which operates a petrochemical
between these two plants. The BTP cracker can produce more than
complex in Daesan (condensate splitter, steam cracker, styrene,
1 Mt/y of ethylene, of which more than 85% on ethane, propane and
paraxylene, polyolefins). Following the launch in 2014 of new
butane, which are produced in abundance locally.
aromatics (paraxylene and benzene) and polymer units (EVA2), HTC
At La Porte, TOTAL operates a large polypropylene plant, with a continued to expand its activities and the steam cracker now has an
capacity of 1.2 Mt/y. ethylene production capacity of 1.1 Mt/y and a styrene production
capacity of 1.1 Mt/y. The EVA2 and ARO2 units were debottlenecked
At Carville, TOTAL operates a styrene plant with a capacity of
in 2016 and 2017 respectively. In addition, investments totaling
1.2 Mt/y, in a 50% joint-venture with SABIC and a polystyrene unit
$750 million were decided in 2017 to increase the ethylene
with a capacity of 700 kt/y, which is 100% owned.
production capacity by 30% and the polyethylene production capacity
Finally, in partnership with Borealis and Nova Chemicals, TOTAL by more than 50%. At the end of 2018, the decision was taken to
started construction in 2017 of a new ethane cracker with an ethylene make an additional investment of $500 million to increase the
production capacity of 1 Mt/y on the Port Arthur site for an investment polypropylene production capacity by nearly 60% by 2020 to reach
of $1.7 billion. The partners in the joint-venture (TOTAL, 50%) decided 1.1 Mt/y, and to increase its ethylene production capacity by 10% to
in September 2018 to develop a new polyethylene unit downstream reach 1.5 Mt/y.
of the cracker, in addition to the capacities of the Bayport site which
In Qatar, the Group holds interests (1) in two ethane-based steam
TOTAL contributed to the joint-venture. This integrated development
crackers (Qapco, Ras Laffan Olefin Cracker-RLOC) and four
is expected to more than double the site’s polyethylene capacity to
polyethylene lines operated by Qapco in Messaied, including the
1.1 Mt/y and to thus maximize synergies with the existing assets at
Qatofin linear low-density polyethylene plant with a capacity of
Port Arthur and Bayport.
550 kt/y and a Qapco 300 kt/y low-density polyethylene line which
c) Asia, the Middle East and Africa started up in 2012.
TOTAL is continuing to expand in growth areas and is developing TOTAL holds a 10% stake in the Ras Laffan condensate refinery, the
sites in countries with favorable access to raw materials. The Group capacity of which increased to 300 kb/d following completion of the
has first-rate platforms in these markets, which are ideally positioned project to double the refinery’s capacity; the new facilities were
for growth. commissioned in late 2016.
In Saudi Arabia, TOTAL has a 37.5% stake in SATORP (Saudi In the United Arab Emirates, in November 2018, TOTAL sold a
Aramco Total Refining and Petrochemical Company), which operates 33.3% stake that it held in ADNOC Fertilizers, which operates a plant
the Jubail refinery. It has been fully operational since mid-2014. producing 2 Mt/y of urea in Ruwais.
This refinery, situated close to Saudi Arabia’s heavy crude oil fields,
In Algeria, in October 2018, the Group signed a shareholders’
increased its capacity by 10% to 440 kb/d following the
agreement with Sonatrach to create the joint-venture (Sonatrach 51%
debottlenecking in early 2018 during its first major shutdown.
and TOTAL 49%) to implement a joint petrochemicals project in
The refinery’s configuration enables it to process these heavy crudes
Arzew, in western Algeria. This project includes the construction of a
and sell fuels and other light products that meet very strict
propane dehydrogenation plant and a polypropylene production unit
specifications and are mainly intended for export. The refinery is also
with a capacity of 550 kt/y. The joint-venture was incorporated in
integrated with petrochemical units: an 800 kt/y paraxylene unit, a
January 2019.
200 kt/y propylene unit, and a 140 kt/y benzene unit. In addition,
TOTAL and Saudi Aramco signed in October 2018 an agreement to In Africa, the Group also holds interests in four refineries (South
jointly develop the engineering studies for the construction of a Africa, Cameroon, Côte d’Ivoire, Senegal) after the sale of its interest
petrochemicals complex adjacent to the refinery. This gigantic project in the refinery in Gabon in 2016. Refining & Chemicals provides
will include a mixed-load steam cracker (50% ethane and refinery technical assistance for two of these refineries: the Natref refinery
gas) with a capacity of 1.5 Mt/y and polyethylene units. with a capacity of 109 kb/d in South Africa and the SIR refinery with
a capacity of 80 kb/d in Côte d’Ivoire.

(1) TOTAL shareholdings: Qapco (20%); Qatofin (49%); RLOC (22.5%).

58 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment 2


B) Crude oil refining capacity
The table below sets forth TOTAL’s crude oil refining capacity (a):
As of December 31 (kb/d) 2018 2017 2016

Nine refineries operated by Group companies


Normandy-Gonfreville (100%) 253 253 253
Provence-La Mède (100%) - (b) - (b) - (b)
Donges (100%) 219 219 219
Feyzin (100%) 109 109 109
Grandpuits (100%) 101 101 101
Antwerp (100%) 338 338 338
2
Leuna (100%) 227 227 227
Lindsey-Immingham (100%) 109 109 109
Port Arthur (100%) and BTP (40%) (c) 202 202 202
SUBTOTAL 1,558 1,558 1,558
Other refineries in which the Group has equity stakes (d) 463 463 453
TOTAL 2,021 2,021 2,011

(a) Capacity data based on crude distillation unit stream-day capacities under normal operating conditions, less the average impact of shutdowns for regular repair and maintenance
activities.
(b) Crude oil processing stopped indefinitely at the end of 2016.
(c) The condensate splitter held by the joint-venture between TOTAL (40%) and BASF (60%) located in Port Arthur refinery has been taken into account since end 2015.
(d) TOTAL’s share as of December 31, 2018 in the nine refineries in which it has equity stakes ranging from 7% to 55% (one each in the Netherlands, China, South Korea, Qatar, Saudi Arabia
and four in Africa). TOTAL sold, in December 2016, its stake in the SOGARA refinery in Gabon. In 2017, TOTAL also sold a portion of its interests in the SIR refinery in Côte d’Ivoire and
SAR refinery in Senegal. In 2018, the Group sold its stake in TotalErg, which held a stake in the Trecate refinery in Italy.

C) Refined products
The table below sets forth by product category TOTAL’s net share (a) of refined quantities produced at the Group’s refineries:
(kb/d) 2018 2017 2016

Gasoline 291 283 324


Aviation fuel (b) 210 196 182
Diesel and heating oils 732 726 795
Heavy fuels 99 115 140
Other products 461 438 430
TOTAL 1,793 1,758 1,871

(a) For refineries not 100% owned by TOTAL, the production shown is TOTAL’s equity share in the site’s overall production.
(b) Avgas, jet fuel and kerosene.

D) Utilization rate
The table below sets forth the average utilization rates of the Group’s refineries:
2018 2017 2016

On crude and other feedstock (a) (b) 92% 91% 87%


On crude (a) (c) 88% 88% 85%

(a) Including equity share of refineries in which the Group has a stake.
(b) Crude + crackers’ feedstock/distillation capacity at the beginning of the year.
(c) Crude/distillation capacity at the beginning of the year.

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Refining & Chemicals segment

E) Petrochemicals: breakdown of TOTAL’s main production capacities


2018 2017 2016

Asia and
North Middle
As of December 31 (in kt) Europe America East (a) Worldwide Worldwide Worldwide

Olefins (b)
4,296 1,555 1,579 7,430 7,378 7,468
Aromatics (c)
2,874 1,512 2,581 6,967 6,909 6,844
Polyethylene 1,120 223 792 2,135 2,357 2,338
Polypropylene 1,350 1,200 400 2,950 2,950 2,950
Polystyrene 637 700 408 1,745 1,745 1,745
Other (d)
- - 100 100 63 63
TOTAL 10,277 5,190 5,860 21,327 21,401 21,407

(a) Including interests in Qatar, 50% of Hanwha Total Petrochemicals Co. Ltd. and 37.5% of SATORP in Saudi Arabia.
(b) Ethylene + propylene + butadiene.
(c) Including monomer styrene.
(d) Mainly monoethylene glycol (MEG), polylactic acid polymer (PLA) and cyclohexane.

F) Developing new avenues for the production of fuels c) Biotechnologies and the conversion of biomass
and polymers
TOTAL is exploring a number of opportunities for developing biomass
TOTAL is exploring new ways to monetize carbon resources, and has launched numerous collaborative R&D projects for the
conventional or otherwise (natural gas, biomass, waste). These development of bio-sourced molecules with various academic
projects are part of the Group’s commitment to building a diversified partners (the Joint BioEnergy Institute, United States, the University
energy mix generating lower CO2 emissions. of Wageningen, Netherlands and the Toulouse White Biotechnology
consortium, France) or through its Novogy subsidiary (Massachusetts,
Regarding biomass development, TOTAL is pursuing several industrial
United States). In addition, TOTAL holds an interest in Amyris Inc. (1),
and exploratory projects. The scope of these developments is broad
an American company listed on NASDAQ.
since they entail defining access to the resource (nature, sustainability,
location, supply method, transport), the nature of the molecules and On its R&D platform in Solaize (France), TOTAL develops new
target markets (fuels, petrochemicals, specialty chemicals) and the biocomponents derived from the transformation of the biomass by
most appropriate, efficient and environmentally friendly conversion using a methodology based on predictive modeling and chemical
processes. transformation into high added-value biomolecules.
a) Biomass to fuels In the longer term, the Group is also studying the potential for
developing a cost-effective phototrophic process for producing
In Europe, TOTAL produces biofuels, notably hydrotreated vegetable
biofuels through bioengineering of microalgae and microalgae
oils (HVO) for incorporation into diesel, and ether produced from
cultivation methods. It has several European partners in this field
ethanol and isobutene (ETBE) for incorporation into gasoline.
(CEA, Wageningen).
As part of the La Mède refinery transformation program announced
d) Plastics recycling and circular economy
in 2015, the Group will build the first biorefinery in France. Operations
are expected to restart in the first half of 2019 with a view to reaching TOTAL is commited to developing recycling and end of life solutions
a production capacity of almost 500 kt/y of biofuel, mainly high-quality for plastics.
biodiesel (HVO), but also biojet and petrochemical bio-feedstocks.
In France, TOTAL, Saint-Gobain, Citeo and Syndifrais founded a
TOTAL continued extensive research activity in 2018, which targeted partnership to develop an industrial polystyrene recycling value chain
the emergence of new biofuel solutions. The BioTFuel consortium’s by 2020 which aims to incorporate the polystyrene gathered and
construction of a pilot demonstration unit on the Dunkerque (France) sorted in the Group’s plastics production units in Carling and Feluy.
site led to the commencement in 2017 of a gasification test program
In February 2019, TOTAL acquired French company Synova, a leader
for synthesis of biomass into fungible, sulfur-free fuels.
in manufacturing high-performance recycled polypropylene for the
b) Biomass to polymers automotive sector, and which current production capacity in 20 kt/y
of polypropylene produced from recycled plastic material gathered
TOTAL is actively involved in developing activities associated with
from wastes and industrial scraps.
the conversion of biomass to polymers. The main area of focus is
developing drop-in solutions for direct substitutions, by incorporating TOTAL is also a founding member of the Alliance to End Plastic
biomass into the Group’s existing units, for example HVO or other Waste, created in January 2019 to eliminate plastic waste in the
hydrotreated vegetable oil co-products in a naphtha cracker, and environment, especially in the oceans. Created in January 2019, this
developing the production of new molecules such as polylactic acid international alliance has received commitments of over $1 billion
polymer (PLA) from sugar. In 2017, the Group thus set up a from the nearly 30 members to date to develop and bring to scale
joint-venture with Corbion for the production and marketing of PLA solutions that will minimize and manage plastic waste and promote
from a site in Thailand containing existing lactide units and PLA units, solutions for used plastics by helping to enable a circular economy.
which started production in December 2018 and have a production
capacity of 75 kt/y.

(1) 13.00% on December 31, 2018.

60 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Refining & Chemicals segment 2


2.3.1.2 Elastomer processing (Hutchinson) The company draws on wide-ranging expertise and employs its
know-how from the custom design of materials to the integration of
Hutchinson actively contributes to the mobility of the future by
connected solutions: structural sealing solutions, precision sealing,
addressing its customers’ needs (automotive, aerospace and major
management of fluids, materials and structures, anti-vibration systems
industries – defense, rail, energy) in order to offer a greater level of
and transmission systems.
safety, comfort and energy performance, as well as more responsible
solutions. To serve its customers, Hutchinson had 87 production sites across
the world (of which 55 are located in Europe and 18 in North America)
and approximately 37,000 employees at December 31, 2018.

2.3.2 Trading & Shipping


2
The activities of Trading & Shipping are focused primarily on serving Trading & Shipping conducts its activities worldwide through various
the Group’s needs, and notably include: wholly-owned subsidiaries established on strategically important oil
markets in Europe, Asia and North America.
— selling and marketing the Group’s crude oil production;
— providing a supply of crude oil for the Group’s refineries; 2.3.2.1 Trading
— importing and exporting the appropriate petroleum products for Oil prices progressively strengthened until October 2018 with
the Group’s refineries to be able to adjust their production to the backwardation (1) structures on most oil indices, before declining in
needs of local markets; the last quarter of the year. TOTAL is one of the world’s largest
traders of crude oil and petroleum products on the basis of volumes
— chartering appropriate ships for these activities; and
traded (2). The table below presents Trading’s worldwide crude oil
— trading on various derivatives markets. sales and supply sources and petroleum products sales for each of
the past three years. Trading of physical volumes of crude oil and
In addition, with its acquired expertise, Trading & Shipping is able to
petroleum products amounted to 6.6 Mb/d in 2018, compared to
extend its scope beyond the aforementioned activities.
6.1 Mb/d in 2017 and to 5.6 Mb/d in 2016.

Trading’s crude oil sales and supply and petroleum products sales (a)
(kb/d) 2018 2017 2016

Group’s worldwide liquids production 1,566 1,346 1,271


Purchased from Exploration & Production 1,167 1,120 1,078
Purchased from external suppliers 3,193 (b) 2,870 2,444
TOTAL OF TRADING’S CRUDE SUPPLY 4,360 3,990 3,522
Sales to Refining & Chemicals and Marketing & Services segments 1,480 1,527 1,590
Sales to external customers 2,880 2,463 1,932
TOTAL OF TRADING’S CRUDE SALES 4,360 3,990 3,522
PETROLEUM PRODUCTS SALES BY TRADING 2,286 2,154 2,105

(a) Including condensates.


(b) Including inventory variations.

Trading operates extensively on physical and derivatives markets, 2.3.2.2 Shipping


both organized and over the counter. In connection with its Trading
The transportation of crude oil and petroleum products necessary
activities, TOTAL, like most other oil companies, uses derivative
for the activities of the Group is coordinated by Shipping.
energy instruments (futures, forwards, swaps and options) in order
These requirements are fulfilled through the balanced use of spot
to adjust its exposure to fluctuations in the price of crude oil and
and time-charter markets. Additional transport capacity can also be
petroleum products. These transactions are entered into with a wide
used to transport third-party cargo. Shipping maintains a rigorous
variety of counterparties.
safety policy, mainly through a strict selection of chartered vessels.
For additional information concerning derivatives transactions by
In 2018, Shipping chartered approximately 3,000 voyages (slightly
Trading & Shipping, see Note 16 (Financial instruments related to
higher than 2017 and 2016) to transport 143 Mt of crude oil and
commodity contracts) to the Consolidated Financial Statements (refer
petroleum products, compared to 133 Mt in 2017 and 131 Mt in
to point 8.7 of chapter 8).
2016. On December 31, 2018, the mid-term and long-term chartered
All of TOTAL’s Trading activities are subject to strict internal controls fleet amounted to 56 vessels (including 8 LPG vessels), compared to
and trading limits. 59 in 2017 and in 2016. Shipping only charters vessels satisfying the
best international standards and the average age of the fleet is
approximately six years.
As part of its Shipping activity, the Group, like other oil companies
and ship owners, uses freight rate derivative contracts to adjust its
exposure to market fluctuations.

(1) Backwardation is the price structure where the prompt price of an index is higher than the future price.
(2) Company data.

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Marketing & Services segment

2.4 Marketing & Services segment


The Marketing & Services segment includes worldwide supply and marketing activities of oil products and services.

2nd 4th 14,311 $1.0 B 24,630


largest worldwide branded service of organic employees
retail distributor stations Groupe (3) investments (4) present
distribution of inland at December 31, in 2018
outside of lubricants (2) 2018
North America (1)

Petroleum products sales (a)


(Kb/d)

1,801 1,779 1,793

1,001 1,049 1,093

Europe
800 730 700 Petroleum product sales increased by 1% in 2018 compared to
Rest of the world 2017. The sale of TotalErg in Italy was offset by higher sales in the
rest of the world.
2018 2017 2016
(a) Excludes trading and refining bulk sales,
including share of TotalErg (sold in 2018).

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

(1) Source IHS, number of service stations for TOTAL, BP, Chevron, Exxon and Shell.
(2) Source IHS.
(3) TOTAL, Total Access, Elf, Elan and AS24, including service stations owned by third parties.
(4) Organic investments = net investments, excluding acquisitions, divestments and other operations with non-controlling interests (refer to point 2.5.1 of this chapter).
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

62 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Marketing & Services segment 2


2.4.1 Presentation of the segment

The Marketing & Services (M&S) business segment is dedicated to Société du Pipeline Méditerranée Rhône (SPMR), which operates a
the development of TOTAL’s petroleum products distribution activities network of petroleum product pipelines in the South of France.
and related services throughout the world.
M&S’s three main business areas are:
Present in more than 130 countries, M&S conveys TOTAL’s brand
— Retail, with a network of more than 14,000 Group-branded
image to its customers, both individual and professional. TOTAL’s
service stations (5). The Group is refocusing on its key markets in
ambition is to be a leading brand recognized for its proximity to its
Western Europe and continues to develop in Africa, where it is
customers and the value that it brings to each of them. M&S achieves
present in almost 40 countries, as well as in major growing
this ambition by creating solutions aimed at performance, energy
markets in Asia and the Americas. It sells high-performance fuels
efficiency, mobility, new energies for mobility (1) and digital
transformation. It promotes the brand awareness through significant
and petroleum products and new energies for mobility (NGV,
hydrogen, electric charging for vehicles). M&S proposes a fuel
2
advertising campaigns and a strong presence on the ground, with
cards offer that provides fuel payment solutions and vehicle fleet
more than 14,000 service stations around the world. To best meet
management services to businesses of all sizes. M&S is
its customers’ current and future needs, M&S continues its efforts in
developing partnerships with leading brands in restauration and
R&D in order to design and develop new products, in particular for
convenience stores, and new services built on digital innovations
the engine technologies of the future.
to capture and retain new customers. It is also pursuing its
M&S pursues a proactive, primarily organic development strategy growth in the car wash market through its TOTAL WASH brand.
focused on large growing markets. In 2018, organic investments These offers support customers in their mobility by providing
were approximately $1 billion, stable compared to 2017, and focused them with all of the products and services they need at “One
mainly on retail activity. M&S continues to consolidate its market Stop Shop” service stations. The Group also addresses the road
share in key Western European markets (2), where it has reached freight transport sector through the specialized AS24 network in
critical mass and is one of the main distributors of petroleum Europe;
products. M&S continues to develop its activities in Africa, where it is
— the production and sale of lubricants, a sector that accounts for
the market leader (3).
a significant share of M&S’s adjusted net operating income.
M&S is implementing a dynamic portfolio management strategy. TOTAL intends to maintain the growth dynamic of its position by
In 2018, it continued to make targeted acquisitions and enter targeted strengthening in particular the growth of its premium products
partnerships in order to support the development of its activities on with higher unit margins. M&S is pursuing its commercial and
growth and promising markets. After acquisitions in the Philippines technological partnerships with car manufacturers. Investments
and Vietnam in 2016, M&S continues to grow in the largest Asian in R&D enable the Group to supply high-quality premium
markets, with the signature in 2018 of a major partnership with an lubricants to its customers worldwide. TOTAL has 43 production
Indian conglomerate, with an objective to build over time a retail sites (blending plants); and
network of 1,500 service stations in India. In February 2019, Saudi
— the distribution of products and services for professional
Aramco and TOTAL signed a joint venture agreement to develop a
markets. Based on the diversity of its product ranges and its
network of fuel and retail services in Saudi Arabia. Following the
worldwide logistics network deployed in proximity to its
acquisition of a network in the Dominican Republic in 2016, it is
customers, TOTAL is a partner of choice and a local supplier of
pursuing its growth in the Americas zone, in countries such as Brazil
products (mainly bulk fuels, aviation fuel, special fluids, LPG,
and Mexico, respectively the largest and second-largest petroleum
bitumens, heavy fuels and marine bunkers), in particular for major
products distribution markets (4) in Latin America, and on the natural
multinational industrial groups. The Group also offers solutions
gas vehicles market in the United States. In 2018, TOTAL also
that help its customers to manage all their energy needs with
launched a fuel retail network with the national company in Angola.
new digital platforms such as the management of on-site facilities
In January 2018, M&S exited the fuel distribution and commercial and the reduction of their environmental footprint.
sales businesses in Italy by selling its interest in the TotalErg joint-
As part of its business, M&S owns stakes through its subsidiaries in
venture, while maintaining its lubricants activities in the country. M&S
four refineries in Africa, following the sale of its minority interest in a
finalized the sale of its mature LPG distribution assets in Italy, Belgium,
refinery in Gabon in 2016. Following the sale of its interest in the
Luxembourg and Germany in 2017. It also sold in 2017 its stake in
TotalErg joint-venture in early 2018, M&S has exited Italian refining.

(1) Electro-mobility, natural gas vehicle (NGV), hydrogen, LNG bunker.


(2 France, Germany, Belgium, Luxembourg and the Netherlands.
(3) Publicly available information, based on the number of Group-branded service stations in Africa in 2017.
(4) Source IHS 2018.
(5) This figure takes into account close to 500 stations licensed under the TOTAL brand in Turkey and excludes more than 2,500 TOTAL service stations sold in Italy at the start of 2018.

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2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Marketing & Services segment

2.4.2 Sales of petroleum products


The following table presents M&S petroleum products sales (a) by geographical area:
(kb/d) 2018 2017 2016

Europe 1,001 1,049 1,093


France 517 519 541
Europe, excluding France 484 530 552
Africa 443 431 419
Middle East 41 45 55
Asia Pacific (b)
199 173 150
Americas 117 81 76

(a) In addition to M&S’s petroleum product sales, the Group’s sales also include international trading (1,777 kb/d in 2018, 1,659 kb/d in 2017 and 1,690 kb/d in 2016) and bulk refining sales
(575 kb/d in 2018, 581 kb/d in 2017 and 700 kb/d in 2016).
(b) Including Indian Ocean islands.

2.4.3 Service stations


The table below presents the geographical distribution of the Group’s branded (a) service stations:
As of December 31 2018 2017 2016

Europe (b)
5,625 8,194 8,309
of which France 3,490 3,548 3,593
of which TotalErg 0 2,519 2,585
Africa 4,449 4,377 4,167
Middle East 877 821 809
Asia-Pacific (c)
1,951 1,864 1,790
Americas 561 555 585
AS24 network (dedicated to heavy-duty vehicles) 848 819 801
TOTAL 14,311 16,630 16,461

(a) TOTAL, Total Access, Elf, Elan and AS24. Including service stations owned by third-parties.
(b) Excluding AS24 network.
(c) Including Indian Ocean islands.

2.4.4 Activities by geographical area

The information below describes Marketing & Services’ (M&S) stations (located in rural areas), of which 560 are expected to be
principal activities presented by geographical zone and main business rebranded as TOTAL stations by the end of 2019. The Group is
areas. diversifying its offering of new energies for mobility by extending
the roll-out of electric charging points and NGV stations. In 2018,
2.4.4.1 Europe it took over G2Mobility, one of France’s leading suppliers of
charging solutions for electric vehicles for public authorities and
A) Retail on professional markets (2). In addition, TOTAL launched the
roll-out of its NGV offering, which should be available in nearly
M&S is responding to changing markets in Western Europe by
100 TOTAL-branded and AS24-branded stations by 2022.
developing an innovative and diversified line of products and services
with the objective to maintain its market shares. The network is made The Group-branded service stations enjoy close relationships
up of almost 6,500 Group-branded service stations (1), mainly divided with their local customers, meeting their everyday needs with a
among its key markets, which are France, Belgium, the Netherlands, multi-service, multi-product offering developed through services
Luxembourg and Germany, where M&S reached an average market in restaurants, convenience stores and car washes provided by
share of 16% in 2018. leading brands such as Bonjour and TOTAL WASH, as well as
partnerships tailored to local requirements.
— In France, the dense retail network of almost 3,500 stations
includes over 1,600 TOTAL-branded service stations, nearly TOTAL has interests in 28 depots in France, 7 of which are
690 Total Access-branded stations (service stations combining operated by Group companies. In 2017, TOTAL acquired a stake
low prices and high-quality fuels) and nearly 1,100 Elan-branded in the share capital of Dépôt Rouen Petit-Couronne (DRPC).

(1) Including the AS24 network and after the sale of the network of TotalErg service stations in Italy.
(2) Company data based on the number of installed charging points in France for public authorities.

64 TOTAL Registration Document 2018


BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Marketing & Services segment 2


— In Germany, TOTAL is the country’s third-largest operator (1) with The Group has major retail networks in South Africa, Nigeria, Egypt
nearly 1,200 Group-branded service stations at the end of 2018. and Morocco. In 2018, TOTAL also launched in Angola a fuel retail
network with the national company Sonangol.
— In Belgium, TOTAL is the country’s top operator (1) with nearly
530 Group-branded service stations. In order to achieve its goal of gaining market share in all of the
countries where it is present in Africa, and in addition to its organic
— In the Netherlands, TOTAL made successful bids in 2018 during
growth strategy, TOTAL acquires independent petroleum networks
the annual auctions for three new highway stations, including
in certain countries. The Group finalized in 2017 the purchase of
one of the largest stations in the country.
assets in Kenya, Uganda and Tanzania, enabling it to strengthen its
In 2016, TOTAL also finalized the sale of its network of 450 service supply and logistics activities in East Africa and boost the growth of
stations in Turkey, which will continue to use the TOTAL brand under the retail network with nearly 100 additional service stations, notably
the terms of a brand licensing agreement (today, there are in Tanzania.
500 TOTAL-branded stations). TOTAL is maintaining its lubricants
M&S is diversifying its offering at service stations and is deploying a
activities in the country.
range of products and new services in food services, stores and car 2
TOTAL is rolling out a dedicated offering for the growing freight wash. To this end, the Group is developing partnerships, particularly
transport sector. The AS24 brand has a network of over 800 service with African start-ups, in order to introduce new electronic payment
stations aimed at heavy-duty vehicle customers in 28 European solutions capable of improving customer experience at the point of
countries. AS24 seeks continued growth, primarily in the sale.
Mediterranean basin and Eastern Europe and through its toll payment
card service which covers nearly 20 countries. AS24 is also B) Lubricants
addressing the future needs of the freight transport sector by
TOTAL is the leading distributor (2) of lubricants on the African
diversifying its offering with the gradual introduction of NGV to its
continent and continues its growth strategy. M&S relies in particular
network in France and certain other European countries and new
on its lubricant production plants in Nigeria, Egypt and South Africa.
digital services.
A new production site is under construction in Algeria. In Tanzania,
In addition, the acquisition in 2017 of PitPoint B.V., which specializes TOTAL acquired a lubricants production plant and the associated
in the distribution of new energies for mobility (NGV, hydrogen, electric commercial activities will enable it to grow in the country and in
charging points), enables the Group to pursue the development of neighboring countries.
its low-carbon activities in Europe. This company has a network of
around 100 NGV stations in the Netherlands, Germany and Belgium. C) Professional markets and other specialties
TOTAL is also a major player in the European market for fuel payment TOTAL is a leading partner, notably for mining customers in Africa,
cards with nearly 3.5 million cards, enabling companies of all sizes to by delivering complete supply chain and management solutions for
improve fuel cost management and access an ever-increasing fuels. TOTAL is also developing innovative, low-carbon energy
number of services. TOTAL is expanding its fuel card offering for solutions as part of hybrid offerings by incorporating solar energy
professional customers, with an electric charging service across into its existing portfolio of products and services.
Europe and new digital applications. The acquisition of the French
M&S also offers a diverse range of products and services aimed at
start-up WayKonect enables the Group to reinforce its company
professionals in Africa. Industrial customers receive support from
vehicle fleet management services by integrating a series of tools
TOTAL for the maintenance of on-site facilities with a lubricants
combining digital data processing solutions, an application for drivers
in-service analysis solution, for example. In mining, construction and
and an on-board box.
agriculture, it offers its Optimizer digital platform, which enables
customers to cut their costs through better control of their energy
B) Lubricants
consumption using the data sent from sensors installed on their
TOTAL continues its development in Europe, where it relies mainly facilities and equipment.
on its lubricants production sites in Rouen (France) and Ertvelde
(Belgium). During the course of 2018, the European production 2.4.4.3 Asia-Pacific – Middle East
system was completed by a new lubricants production plant in
M&S markets its products and services in more than 20 countries in
Russia.
this zone.
In addition, TOTAL resumed in 2017 the distribution of its lubricants
in Portugal. In Italy, the Group is reinforcing its position following the A) Retail
purchase from Erg of its shares in the lubricants business previously
TOTAL has more than 2,000 Group-branded service stations over
operated by TotalErg.
the Asia-Pacific – Middle East zone at year-end 2018, with service
station networks in Cambodia, China, Indonesia, Jordan, Lebanon,
C) Professional markets and other specialties
Pakistan and the Philippines. The Group is also a significant player in
In Europe, TOTAL produces and markets specialty products and the Pacific islands.
relies on its industrial facilities to produce special fluids (Oudalle in
While pursuing its growth in Pakistan, the Philippines and China,
France) and bitumen (Brunsbüttel in Germany).
TOTAL continues to grow on the major markets by joining forces
TOTAL promotes in France a wide range of fuels and services to with an Indian conglomerate to build a retail network of 1,500 service
135,000 vehicle fleet managers. Fuel sales (heavy fuels, domestic stations over 10 years in India. The two companies are aiming, in
fuels, etc.) reach nearly one million customers. particular, to grow on the country’s main roads, such as highways
and inter-city connections.
2.4.4.2 Africa
In February 2019, Saudi Aramco and Total signed a Joint Venture
Agreement to develop a network of fuel and retail services in Saudi
A) Retail
Arabia. The two companies have also signed an agreement to acquire
TOTAL is the leading marketer of petroleum products in Africa, with two companies, thereby jointly acquiring their existing network of
a 17% share of the retail market in 2018 (2). It is pursuing a strategy of 270 service stations and their fuel tanker fleet. Saudi Aramco and
profitable growth aiming at outpacing market expansion. Total plan to modernize this network and build high-quality service
stations at selected locations. This operation is subject to prior
In the Africa zone, the retail network in 2018 was made up of up to
approval of the competent administrative authorities.
4,500 Group-branded service stations in nearly 40 countries.

(1) Source: IHS 2017.


(2) Company data.

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2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Marketing & Services segment

TOTAL is also pursuing its growth in the zone by offering TOTAL 2.4.4.4 Americas
EXCELLIUM premium fuels, which are now available in China, Fiji,
In retail, the Group operates on several Caribbean islands and has
New Caledonia, Pakistan and the Philippines.
at year-end 2018 more than 550 Group-branded service stations.
B) Lubricants At the end of 2018, TOTAL entered the fuel distribution sector in Brazil,
Latin America’s largest petroleum products distribution market (2),
The lubricants business is contributing to M&S’s expansion in Asia.
by acquiring from a Brazilian company a network of 280 service
The lubricants blending capacity in this zone is spread over
stations, along with its petroleum products distribution, resale and
11 production sites, and in particular the plants in Singapore, Tianjin
import activities. M&S is already present in Brazil in lubricants.
and Dubai. M&S proposes a premium product and services offering
through its network of service centers. It is also developing In 2018, TOTAL also expanded in new energies for mobility by
partnerships with leading Asian car manufacturers, other industries acquiring a 25% stake in the American NASDAQ-listed company
and major actors in online commerce in order to grow its sales and Clean Energy Fuels Corp., which is a leading supplier of natural gas
develop new services. fuel in North America. TOTAL is now a reference shareholder in this
company.
C) Professional markets and other specialties
Benefitting from the reform and liberalization of the Mexican energy
TOTAL has signed several partnership agreements with industrial market, TOTAL entered into a partnership in 2017 with a local service
customers, enabling it to expand its operations on a number of station group and will gradually switch a network of nearly 250 service
markets, such as mining and construction, in several countries in the stations in Mexico over to the TOTAL brand. At the end of 2018, the
zone. The Group now supplies lubricants to one of the world’s leading Group had 90 TOTAL-branded service stations in the country.
mining industry service providers on more than 20 mining sites mostly
The Group acquired, in January 2016, a 70% stake in the fuel
in Australia, Indonesia and Mongolia. In 2018, TOTAL also signed a
marketing leader in the Dominican Republic, which operates a
preferred supplier agreement with a Chinese partner that is a world
network of 130 service stations, commercial sales and lubricants
major company in construction and public works, in order to extend
activities. Furthermore, TOTAL sold its network of 92 stations and its
their partnership, which currently focuses on Africa, to a worldwide
general commercial activities in Haiti in 2018, as well as its network
scale.
of almost 20 service stations in Costa Rica in 2017.
In specialty products, TOTAL confirmed its position as number two (1)
In lubricants and other specialty products, TOTAL is pursuing its
on the LPG market in Vietnam. In India, TOTAL also conducts LPG
strategy of growth across the region, mainly in lubricants, aviation
activities, including a network of service stations providing LPG fuels.
fuel and special fluids. To strengthen its special fluids business, the
Group has built a production plant in Bayport, Texas, which has been
operational since early 2016.

2.4.5 Products and services development

The Group develops technologically advanced products, some of lubricants. These solutions include a diversified range of energy
which are formulated for use in motor sports competition before supplies (fuels, gas, solar and wood pellets) as well as consumption
being generally released on the market, and continues its technical auditing, monitoring and management services, particularly through
partnerships. The Group is notably associated with the PSA group, innovative digital platforms for industrial customers, such as the
with which a cooperation agreement was renewed in late 2016 Optimizer solution, developed for customers in mining, construction
relating to R&D, business relations with the three PSA brands and public works and agriculture.
(Peugeot, Citroën, DS) and automobile racing. In 2018, TOTAL
Overall, TOTAL is accelerating its digital innovation strategy in order
continued to supply DS Performance with lubricants specifically
to develop new offerings for its customers and improve operational
developed for the Formula E (3) championship. In addition, in 2018,
efficiency. In Europe, after having developed a digital solution with a
TOTAL became the official supplier of fuels to various endurance
car-sharing company that allows drivers to pay for their fuel directly
championships (4), including the Le Mans 24 Hours, for the next five
from a connected car, TOTAL has launched its TOTAL eWallet mobile
years. These partnerships demonstrate TOTAL’s technical excellence
payment solution, which is available for professional customers in
in the formulation of fuels and lubricants under extreme conditions,
Germany and being launched in Belgium. In Africa, TOTAL is
subject to requirements to reduce fuel consumption, for the engines
continuing to develop new electronic payment solutions that will
of the future.
enable it to extend its money transfer and smartphone payment
In order to respond to developments in world markets and prepare services. In addition, the Total Services mobile application has been
for tomorrow’s growth opportunities, TOTAL develops products and launched in 47 countries. Using a centralized digital tool, close to
services in collaboration with its customers that optimize their energy 6 million customers in 13 countries can receive personalized offers
consumption, such as the products under the Total Ecosolutions from the Group.
label, which include TOTAL EXCELLIUM fuels and Fuel Economy

(1) Company data.


(2) Source IHS 2018.
(3) Formula E: motor racing championship using single-seater electrically-powered cars.
(4) As of 2018, official supplier of fuel for the FIA World Endurance Championship, together with the 24 Hours of Le Mans, the European Le Mans Series and the Asian Le Mans Series.

66 TOTAL Registration Document 2018


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Marketing & Services segment 2


The Group is also continuing to carry out research of and launch a network of charging points every 150 km. A total of nearly
IoT (1) applications for logistics, maintenance and security. Transporter 300 stations should be equipped with more than 1,000 charging
customers can now use a new service to geolocalize their trailers. points by 2022. The Group offers greater access for its
In addition, TOTAL offers online domestic heating oil orders in France customers to other operators’ networks of charging points
via the fioulmarket.fr web site, as well as its online platform Bitume through specific partnerships. The acquisition of G2Mobility will
Online for fixed-price bitumen purchases aimed at its professional enable the Group to also offer more efficient charging solutions
customers. to its individual and professional customers.
For the longer term, TOTAL intends to expand into alternatives to — Hydrogen: TOTAL continues to rollout hydrogen stations under
traditional fuels and has comprehensive commercial offerings in this the H2 Mobility Germany joint-venture. This partnership was
area. created in 2015 with Air Liquide, Daimler, Linde, OMV and Shell,
to build a network that could reach 400 hydrogen stations in
— Natural gas for land transportation: As of today, TOTAL has
Germany. The joint-venture aims to create an initial network of
more than 350 stations (2) supplying NGV to individual and
professional customers in Asia, Africa and Europe, a decrease
around 100 stations by 2019, a third of which will be TOTAL
stations. In 2018, TOTAL’s hydrogen stations represented nearly
2
following the streamlining of the network of NGV stations in
one third of the around 50 stations rolled out by H2 Mobility
Pakistan. Following the takeover of PitPoint B.V. in 2017, TOTAL
Germany.
started deploying new NGV stations in Europe in its
TOTAL-branded and AS24-branded network. The Group intends — Natural gas for shipping: In order to meet the new emission
to accelerate the development of this network to quickly establish standards for marine fuels that will come into effect in 2020,
coverage that meets its customers’ expectations, and will initially TOTAL is supporting its customers through this transition with its
target the freight transportation segment on its key European subsidiary Total Marine Fuel Global Solution, which offers a
markets (Germany, Belgium, France, Luxembourg, the diversified range of marine fuels and associated services.
Netherlands). TOTAL is also positioned on the American NGV The Group is expanding its product portfolio with marine bunker
market following the acquisition of a 25% stake in Clean Energy fuels, which have a sulfur content of 0.5%, and LNG bunker.
Fuels Corp., which is a leading supplier of natural gas fuel in To promote the establishment of LNG as a marine fuel, TOTAL
North America. Clean Energy Fuels Corp. has launched an signed in 2017 its first partnership agreements in Europe and
innovative leasing program that is expected to place thousands Asia notably with the shipping companies CMA CGM and
of new heavy-duty vehicles powered by natural gas on the road. Brittany Ferries. The Group is also reinforcing its logistics systems
This program enables freight operators to acquire trucks to meet the needs of its customers in the major supply centers
equipped with a cleaner natural gas engine at no extra cost in Amsterdam-Rotterdam-Antwerp, Singapore and Oman.
compared with diesel engines. In particular, TOTAL and Pavilion Energy have signed an
agreement in order to jointly develop an LNG supply chain in the
— Electro-mobility: TOTAL has more than 100 service stations
port of Singapore. This agreement provides for the long-term
equipped with charging points in Germany, Benelux and France
joint chartering of a new-generation bunker vessel that the partner
at year-end 2018. The equipment of stations with higher power
will bring into service in 2020.
charging points on major roads will continue in the coming years,
with the aim of covering the Group’s key European markets with

(1) Internet of Things: connected objects.


(2) Including PitPoint B.V. NGV stations and excluding NGV stations in Italy. Hosted or operated stations.

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2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Investments

2.5 Investments
2.5.1 Major investments over the 2016-2018 period (1)
Gross investments (a) (M$) 2018 2017 2016

Exploration & Production 15,282 12,802 16,085


Gas, Renewables & Power 3,539 797 1,221
Refining & Chemicals 1,781 1,734 1,861
Marketing & Services 1,458 1,457 1,245
Corporate 125 106 118
TOTAL 22,185 16,896 20,530

Net investments (b) (M$) 2018 2017 2016

Exploration & Production 10,330 10,886 13,895


Gas, Renewables & Power 3,230 726 1,162
Refining & Chemicals 862 (1,086) 1,773
Marketing & Services 1,030 1,044 821
Corporate 116 66 106
TOTAL 15,568 11,636 17,757

(M$) 2018 2017 2016

Acquisitions 7,692 1,476 2,033


including resource acquisitions (c) 4,493 714 780
Divestments 5,172 4,239 1,864
Other operations with non-controlling interests (622) (4) (104)

Organic investments (d) (M$) 2018 2017 2016

Exploration & Production 9,186 11,310 14,464


Gas, Renewables & Power 511 353 270
Refining & Chemicals 1,604 1,625 1,642
Marketing & Services 1,010 1,019 1,003
Corporate 115 88 105
TOTAL 12,426 14,395 17,484

(a) Including acquisitions and increases in non-current loans. The main acquisitions for the 2016-2018 period are detailed in Note 2 of the Consolidated Financial Statements (point 8.7 of
chapter 8).
(b) Net investments = gross investments – divestments – repayment of non-current loans – other operations with non-controlling interests. The main divestments for the 2016-2018 period
are detailed in Note 7 of the Consolidated Financial Statements (point 8.7 of chapter 8).
(c) Resource acquisitions = acquisition of a participating interest in an oil and gas mining property by way of an assignment of rights and obligations in the corresponding permit or license
and related contracts, with a view to producing the recoverable oil and gas.
(d) Organic investments = net investments excluding acquisitions, divestments and other operations with non-controlling interests.

In the Exploration & Production segment, most of the organic In the Gas, Renewables & Power segment, organic investments were
investments were dedicated to the development of new hydrocarbon made mainly in the development of the project for three trains for
production facilities, the maintenance of existing facilities as well as Cameron LNG in the United States, which entered the Group’s scope
exploration activities. Development investments related in particular following the acquisition of Engie’s upstream LNG business, as well
to the 10 major projects that started up in 2018 (Fort Hills in Canada, as the projects to build solar power plants, managed by Total Solar
Vaca Muerta in Argentina, Timimoun in Algeria, Yamal LNG trains 2 & and the industrial activities of Saft Groupe and SunPower.
3 in Russia, Kaombo Norte in Angola, Ichthys LNG trains 1 & 2 in
In the Refining & Chemicals segment, organic investments were
Australia, Halfaya 3 in Iraq, and Egina in Nigeria), and the other major
made, on the one hand, in the safety and maintenance of facilities,
projects under construction, for which an investment decision has
and, on the other hand, in projects aimed at improving the
been taken or that are expected to start in the years to come (Tempa
competitiveness of plants. In 2018, the Group continued the
Rossa in Italy, Iara 1 & 2 and Libra 1 in Brazil, Kaombo South in
transformation of the French refinery at La Mède into a biorefinery. In
Angola, Culzean in the United Kingdom, Johan Sverdrup 1 & 2 in
addition, significant investments were approved, with the
Norway, Yamal LNG train 4 in Russia, Absheron in Azerbaijan and
development of petrochemical activities in Texas (United States) as
Zinia 2 in Angola).
part of a joint-venture with Borealis and Nova, and a project to
increase the capacity of the Daesan integrated platform in South
Korea.

(1) Following the reorganization of the Group, which has been fully effective since January 1, 2017, the 2016 data has been restated on this basis.

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Investments 2
In the Marketing & Services segment, organic investments in 2018 world’s second LNG actor (1). This acquisition is expected to fully
mainly concerned retail networks in growing regions in Africa and benefit from the strong growth of the LNG market. In keeping with its
Asia, logistics and specialty products production and storage facilities. strategy to develop a profitable low-carbon electricity activity, TOTAL
finalized the acquisition of Direct Énergie and of two gas power plants
The Group’s acquisitions in 2018 amounted to $8.3 billion, of which
from KKR-Energas. In the Marketing & Services segment, TOTAL
$4.5 billion in resource acquisitions, compared to $1.5 billion in 2017
accelerated its growth in new energies for mobility with the acquisition
and $2 billion in 2016.
of 25% of the share capital of the Clean Energy Fuels Corp. (2) in the
The Group took advantage of favorable market prices to extend its United States and of G2Mobility in France. In the lubricants business,
Exploration & Production portfolio by finalizing in 2018, on the one the Group strengthened its position in Italy by finalizing in January
hand, the acquisition of interests held by Petrobras in the Iara and 2018 the purchase of Erg’s 51% stake in the TotalErg joint-venture,
Lapa concessions in Brazil under the terms of a strategic alliance which has been terminated.
between the two groups, and, on the other hand, the acquisition, as
TOTAL pursued the dynamic management of its portfolio and finalized
part of a transaction of equity and debt, of Mærsk Olie og Gas A/S,
which has a portfolio located mainly in OECD countries. In addition,
divestments amounting to a total of $5.2 billion in 2018. In particular,
the Group sold its interests in the Martin Linge and Visund fields in
2
TOTAL strengthened its presence in the Gulf of Mexico with the
Norway, and in the Joslyn oil sands project. It also disposed of 1.47%
finalization of the acquisition of interests in the North Platte and
of its stake in the Fort Hills oil sands mining extraction project in Canada
Anchor offshore discoveries in the United States. Finally, TOTAL
and of 4% of the Ichthys LNG project in Australia. In the Marketing &
consolidated its presence in the Middle East with the acquisition of
Services segment, TOTAL sold its interests in the distribution, refining
interests in the two new offshore concessions in Abu Dhabi and in
and LPG activities of TotalErg in Italy and its fuel distribution activities
the Waha concessions in Libya.
in Haiti.
As part of its integrated gas strategy, the Group finalized the
Net investments were thus $15.6 billion in 2018 compared to
acquisition of Engie’s upstream LNG business, thus becoming the
$11.6 billion in 2017 and $17.8 billion in 2016.

2.5.2 Major planned investments

The Group anticipates that its net investments will be between increase of its petrochemicals capacities on the Daesan integrated
$15 billion and $16 billion in 2019, in line with its investment targets platform in South Korea. In addition, the Group has launched a major
of between $15 billion and $17 billion per year for the period project in cooperation with Saudi Aramco in Saudi Arabia, and
2018-2020, a range ensuring the profitable future growth for the announced the signature of a shareholders’ agreement with
Group. Sonatrach to build a petrochemicals complex in Arzew, Algeria.
A significant portion of the segment’s investment budget will also be
Investments in the Exploration & Production segment are expected
allocated to safety and maintenance of the Group’s facilities.
to mainly be in the major ongoing development projects: Iara 1 and 2
and Libra 1 in Brazil, Kaombo South in Angola, Culzean in the United In the Marketing & Services segment, investments are expected to
Kingdom, Johan Sverdrup 1 & 2 in Norway, Yamal LNG train 4 in be allocated in particular to the service station network, logistics,
Russia, Absheron in Azerbaijan and Zinia 2 in Angola. The Group and production and storage facilities of specialty products, particularly
expects to launch by 2020 more than 20 major projects. A portion of lubricants. Most of the segment’s investment budget will be allocated
the investments is expected to be allocated to assets already in to growing regions, notably Africa, the Middle East and Asia.
production, in particular for maintenance capital expenditures and
The Group expects to continue investing to grow its Gas, Renewables
in-fill wells.
& Power businesses, as well as in R&D. The Group has notably
In the Refining & Chemicals segment, and in line with its growth signed an agreement with EPH to acquire as from January1, 2020
strategy in petrochemicals, the Group expects to continue its the two gas power plants from Uniper France’s portfolio which
investments to develop its petrochemicals activities in Texas in the represent a capacity of 828 MW, in line with TOTAL’s low-carbon
United States, as part of a joint-venture with Borealis and Nova, and electricity strategy.

2.5.3 Financing mechanisms

TOTAL self-finances most of its investments with cash flow from borrowings”) as well as other information on the Group’s off-balance
operating activities and may occasionally access the bond market sheet commitments and contractual obligations appear in Note 13 to
when financial market conditions are favorable. Investments for the Consolidated Financial Statements (point 8.7 of chapter 8).
joint-ventures between TOTAL and external partners may be financed The Group believes that neither these guarantees nor the other
through specific project financing. off-balance sheet commitments of TOTAL S.A. or of any other Group
company have, or could reasonably have in the future, a material
As part of certain project financing arrangements, TOTAL S.A. has
effect on the Group’s financial position, income and expenses,
provided guarantees. These guarantees (“Guarantees given on
liquidity, investments or financial resources.

(1) Based on quantities managed. Public data.


(2) A company listed on the NASDAQ, 25% owned on December 31, 2018.

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2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Research & Development

2.6 Research & Development


In 2018, the Group invested $986 million in R&D, compared to — new services and products, including smart electricity grids,
$912 million in 2017 and $1,050 million in 2016. There were 4,288 energy management solutions for customers, mobility solutions,
people dedicated to R&D activities in 2018 compared to 4,132 in the development of specific polymers, innovative and competitive
2017 and 4,939 in 2016 (1). multi-functional materials, or new fluids for electric and hybrid
vehicles;
TOTAL’s global investment to prepare the future of its oil and gas and
low-carbon electricity activities was approximately $1.1 billion. — an energy mix based on low-carbon energies combining gas
This includes the entire R&D effort, as well as developments in the and LNG (liquefied natural gas) technologies, sun and wind
fields of digital technology, technology and the investments funded power, hybrid energy management systems, as well as battery
by Total Energy Ventures. technologies, CO2 capture, use and storage (CCUS)
technologies, bioproducts, such as biofuels and biopolymers,
To achieve the Group’s ambition to become the responsible energy
and recycling; and
major, TOTAL R&D engages its employees in programs in five priority
areas that aim to address both the specific challenges in these — digital technology, in the broadest sense, including
segments and the Group’s transverse issues: high-performance computing and blockchain technologies, data
sciences, the Internet of Things (IoT), robotics and artificial
— safety in the broadest sense, including the safety of facilities, the
intelligence applied to the Group’s activities.
sustainable development of the Group’s activities, control of its
environmental footprint and societal impacts as well as the The Group is investing in the preparation of its future in open
eco-design of products; innovation by calling on its talents, its research infrastructures, its
pilot sites and its international research centers, as well as on
— operational efficiency, in terms of cost reductions, increased
start-ups and top-level academic partners. Consequently, the Group
productivity and, ultimately, competitive advantage, in both the
has 18 R&D centers worldwide and approximately 1,000 agreements
discovery and operation of energy resources and the integrity
with its partners.
and performance of the Group’s industrial units in terms of
availability, industrial energy efficiency and the competitive Additionally, the Group implements an active industrial property policy
performance; to protect its innovations, and to maximize their use and technological
differentiation. In 2018, the Group filed more than 200 patent
applications.

2.6.1 Transverse programs

In addition to a specific program dedicated to strategic anticipation, — gas, with, for example, an initiative that aims to map out the
seven transverse programs cover new and strategic sectors, or share different emerging technologies and to compare them with
knowledge and infrastructures in the following areas: baselines in terms of their carbon footprint, energy efficiency and
economic performance. This initiative is also being deployed for
— Health, Safety and Environment (HSE), with, for example, the
the conversion of natural gas into high-added value molecules,
development of the TADI (Transverse Anomaly Detection
such as olefins (ethylene and propylene). The first material
Infrastructure) platform that reproduces gas leak scenarios,
balances produced by the partnership with GTC Technology, a
ranging from crisis management to environmental surveillance.
leading American actor in petrochemicals process engineering
More than 20 acoustic or optical detection techniques were
on an international scale, are in line with the Group’s expectations;
tested in various campaigns in 2018, providing an open
innovation platform for potential suppliers and for discussions — digital technology, with the development of new digital seismic
with other industrial companies to select the best available imaging methods, artificial intelligence algorithms to optimize the
technologies for the detection and quantification of gas leaks, detection of hydrocarbons on surface water and refining
and of methane in particular; processes, and a digital simulator of the tribological phenomena
in lubricants;
— CO2 capture, use and storage (CCUS), such as the large-scale
Northern Lights research project in Norway, in which the Group — analysis and measurements, with, for example, the bases of a
is involved alongside Shell and Equinor. The first phase of the methodology combining physico-chemical and olfactometric
project relates to a storage capacity of approximately 1.5 Mt/y. analysis with digital methods in the Group’s partnership with Alès
TOTAL also participates in two CCU innovation centers in Canada Mines. This methodology is of particular interest to the
with start-ups, looking into new technologies for the capture improvement of the olfactory quality of materials, and of polymers
of CO2 and the conversion of CO2 into intermediate products for and composites in particular, and provides for greater
chemicals and materials. TOTAL has also joined three responsiveness in the event of odorous episodes in the vicinity
demonstration centers for the storage of CO2 for geomechanical of the Group’s industrial sites;
studies and studies of the control of CO2 injection;
— understanding of process and product performance, with, for
— energy efficiency, with, for example, the installation of the first example, the control of crude/water emulsions using an approach
DIESTA cooling tower in a refinery to cool a distillate. based on modeling in collaboration with ETH Zürich.
This technology was initially designed to cool and condense
The anticipation program is carried out by forward-looking projects
propane for LNG cold generators;
that aim to assess the impact on the Group’s businesses of new
technologies, such as nanotechnology, robotics or the mobility of the
future.

(1) Figures for 2016 concerning the Group’s R&D investments and employees were not restated following the sale of Atotech (finalized in January 2017).

70 TOTAL Registration Document 2018


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Research & Development 2


2.6.2 Business segment-specific programs

2.6.2.1 Exploration-Production segment In addition, 2018 saw the ramp-up of work on smart electricity grids,
focusing on two key themes:
All of the R&D projects aim to combine environmental performance,
improved safety and economic viability of operations. A major asset — the control and optimization of hybrid sites that combine several
for R&D lies in the remarkable high-performance computing energy sources and are used to store energy, and to control
capabilities of the Pangea supercomputer developed by the Group. electric loads in order to supply energy that is safer, more
affordable and cleaner in terms of CO2 emissions;
The goal of the teams in the Frontier Exploration program is to identify
geological concepts that will enable the potential of proved basins to — the launch of the Energy Management Platform (EMP) project, a
be reassessed and new potential basins for oil and gas exploration transverse center of excellence in the processing, acquisition
to be envisaged. (IoT) and presentation of data (user experience), and in data 2
science and artificial intelligence. The EMP is cooperating closely
Remote detection, airborne multiphysical acquisition systems for the
with Digital and IT on some ten projects for different Group
real-time imaging of steep margins, new-generation algorithms…
entities.
From the acquisition to the processing of data, the Earth Imaging
program innovates along the complete geophysical exploration chain Finally, in the realm of electricity storage, Saft Group and its European
to produce high-added value 3D ultrasound images of the subsoil partners have launched a program for the research, development
more quickly and at a reduced cost. and industrialization of new generations of solid electrolyte lithium-ion
(Li-ion) batteries that are more efficient, cheaper and intrinsically
The actions of the Field Reservoir program focus on our
safer than current Li-ion batteries. R&D investments focus on
understanding of the physico-chemical phenomena in reservoirs,
electrochemistry, new materials and improving production processes
from pores to fields, and on the integration of all the available data.
and battery management systems and software. This program targets
The development of a new generation of reservoir modeling tools,
every market segment, from electro-mobility (electric cars and buses,
the continual improvement of reservoir simulation tools and the
the railroads, maritime and aviation sectors) and energy storage,
development of low-cost enhanced recovery techniques are the key
to specialized industries.
themes of this program.
The Wells program aims to achieve the dual objectives of maximizing 2.6.2.3 Refining & Chemicals segment
the safety and operational efficiency of wells, thereby increasing their
profitability. This program, which provides real-time access to data A) Refining & Chemicals (excluding Hutchinson)
from well bottoms (during drilling) and from wells (in production), is
The mission of R&D is to contribute to the technological differentiation
essential.
of the Refining & Chemicals activities by developing and implementing
The main goals of the Deep Offshore & Next Generation Facilities new and more efficient solutions to create value. It opens the way to
program consist of further cutting technical costs with completely the industrialization of knowledge, processes and technologies.
underwater development solutions, developing breakthrough
R&D places special emphasis on the three major challenges facing
technologies to economically explore and develop assets at depths
Refining & Chemicals: limiting the environmental footprint; achieving
of more than 3,000 meters, and designing disruptive operating modes
excellence in processes and operations; and developing innovative
offering higher profitability, without compromising safety.
products, in particular biosourced products.
Finally, the emphasis of the Unconventional program is on
Research is focused on the integrity, availability and improved energy
fundamental research (multi-scale characterization of source rock
efficiency of refining and petrochemicals facilities. As a result,
and the origins and expulsion of hydrocarbons) and on technical
advanced modeling of feedstocks and processes is used to optimize
innovations to optimize recovery. These efforts converge to guide
processing from the monthly supply of the platforms to the real-time
exploration towards the most promising geological strata and to
monitoring of the facilities’ constraints. Research conducted on
provide the technological keys to their profitable and responsible
catalysts and their selection is helping to increase performance,
use.
improve stability and extend their service life at a lower cost.
2.6.2.2 Gas, Renewables & Power segment In order to contribute to the limitation of the carbon footprint, R&D is
looking into new processes, such as in the area of electro-catalysis
Today, the R&D activities concentrate on the testing and qualification
and biosourced raw materials. It studies the catalytic solutions of the
of solar panels and on photovoltaic electricity management systems.
future, paving the way for nanocatalysis.
In 2018, TOTAL’s private laboratory, located on the premises of the
It designs the technologies that will be used to develop new and
Institut Photovoltaïque d’Île-de-France (IPVF) on the Paris-Saclay
more efficient products containing recycled materials (polystyrene in
cluster, was commissioned with a 1,000 m² clean room environment.
particular), while retaining all the applicative properties of the end
This leading-edge technological platform covers a large part of the
product. Additionally, R&D draws on its knowledge of metallocenes
solar value chain, from the manufacture of solar cells and modules,
and bimodality to develop different types of mass consumption
to the qualification and testing of technologies and systems under
polymers that have exceptional properties allowing them to replace
real-life conditions. Its missions are to support the Group’s
heavier materials and compete with technical polymers.
subsidiaries and to work on the development of competitive cells
and modules, in partnership with the IPVF in particular. Finally, Refining & Chemicals’ R&D is developing technologies
enabling more efficient use of biosourced molecules. The aim is to
SunPower is pursuing its research, development and innovation
produce higher added-value chemical compounds, whether through
efforts to improve the performance of photovoltaic cells and modules,
biotechnologies or thermochemical processes. In this area, the
while also cutting costs. Once its feasibility had been demonstrated,
studies focus on the processes to convert plant oils, sugar or
the NGT (New Generation Technology) of photovoltaic cells was
lignocellulose in order to produce sustainable bioplastics and biofuels
integrated on a first production line. The module assembly technology
as well as to extend the range of feedstocks that can be used in
has also been transferred.

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2 BUSINESS OVERVIEW FOR FISCAL YEAR 2018

Research & Development

existing facilities. R&D is also particularly mindful of issues related to The formulation of Fuel Economy lubricants is a short- and
blends and product quality raised by the use of biomolecules. medium-priority for all segments (automotive, marine and industry).
The R&D teams are pursuing their efforts to incorporate specific new
B) Elastomer processing (Hutchinson) components developed with partners, such as fluid lubricating bases
or polymers with a targeted rheological profile. The Fuel Economy
R&D is an important factor in innovation and differentiation for
program also includes engines for heavy goods vehicles and
Hutchinson, which is present along the entire value chain, from
stationary engines. TOTAL is taking an active part in the multi-partner
designing custom materials (e.g., rubber, thermoplastics, composites)
FALCON (Flexible & Aerodynamic truck for Low CONsumption)
to incorporating connected solutions and objects (e.g., complex
project led by Volvo. Regarding marine lubricants, the method
solutions, mechatronics, hardware, software, systems, IoT, big data,
developed by the Group to quantify the efficiency of lubricants in
etc.).
neutralizing acid combustion gases has been recognized and
With a corporate research and innovation center, more than rewarded by the ASTM standardization organization.
25 technical centers and a number of university partnerships
The R&D teams are working on the design of ranges of lubricants
worldwide, Hutchinson is equipped to rise to the challenge of
adapted to natural gas, in particular in liquefied form, for long-distance
contributing to a safer, more comfortable, and more responsible
heavy goods vehicles and maritime transport.
mobility of the future.
The Electric Vehicles Fluids program resulted in the launch of a
Weight reduction, increased energy efficiency, improved diagnostic
pioneering range of fluids for electric and hybrid vehicles. These
and control functionality and greater acoustic and vibratory comfort
products, which are the fruit of major efforts made by the Group’s
are common preoccupations across all of Hutchinson’s markets (e.g.,
R&D teams, were developed specially to meet the cooling and
automotive, aerospace, defense, railways). Hutchinson designs
lubrication needs of the different components of these new drive
innovative solutions that put its customers ahead of the game, and
systems, so that they can work under optimal conditions.
transposes those solutions between markets, adopting a cross-
fertilization approach. In the field of special fluids, the Group’s research center in India has
developed an aqueous anti-friction sludge for drilling.
2.6.2.4 Marketing & Services segment
In the realm of road binders, the first industrial and commercial
The Marketing & Services segment’s R&D remains focused, on the successes have confirmed a new process to prepare chemical
one hand, on the optimization of the competitive advantage of bitumen-polymer mixtures with a reduced environmental footprint.
products on the consumer and professional markets, and, on the The I-Street innovation project led by Eiffage, in a consortium with
other, on the acquisition of skills in artificial intelligence (digital TOTAL and other partners, won the Ademe’s Route du Futur call for
simulation, molecular modeling, data science) in order to respond to projects. TOTAL is also part of the GLOBE program, which is aiming
market demands more quickly. to create a logistical solution for bitumen granules that stretches from
the refinery to the point of use.
One of R&D’s main missions is the design and development of
Premium fuels and lubricants offering customer benefits based on The Biolab biocomponents laboratory, inaugurated in 2016 and
the reduction of the environmental footprint, improved energy common to the Marketing & Services and Refining & Chemicals
efficiency and the greater durability of products and equipment. segments, acquired a new skill in biofermentation in the summer of
By way of example, the development of a new detergent for fuels 2018. On the one hand, a process for the synthesis of renewable
selected by a world-leading partner has entered the first pilot components has been patented, and, on the other, the first trials of
production phase. Likewise, a new additive to improve the renewable multi-functional lubricants revealed some promising
performance of cold road diesel is now in industrial production. performances.
In 2018, Marketing & Services R&D intensified its open innovation
projects and entered new partnerships in France and abroad (such
as the partnership with the University of Aachen, Germany). It also
received more than 1,000 visitors to present its technological
innovations to partners, customers, prospects and stakeholders.

2.7 Property, plant and equipment


The companies of the Group have freehold and leasehold interests in Minimum royalties from finance lease agreements regarding properties,
over 130 countries throughout the world. Operations in properties, service stations, vessels and other equipment are presented
oil and gas fields or any other industrial, commercial or administrative in Note 13.2 to the Consolidated Financial Statements (point 8.7 of
facility, as well as the production capacities and utilization rates of chapter 8).
these facilities, are described in this chapter for each business
Information about the objectives of the Company’s environmental
segment (Exploration & Production, Gas, Renewables & Power,
policy, in particular those related to the Group’s industrial sites or
Refining & Chemicals and Marketing & Services).
facilities, is presented in chapter 5.
A summary of the Group’s property, plant and equipment and their
main related expenses (depreciation and impairment) is included
in Note 7.2 to the Consolidated Financial Statements (point 8.7 of
chapter 8).

72 TOTAL Registration Document 2018


RISKS AND CONTROL
3
3.1 Risk Factors 74
3.1.1 Risks related to market environment and other financial risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
3.1.2 Industrial and environmental risks and risks related to climate issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
3.1.3 Risks related to critical IT systems security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
3.1.4 Risks related to the development of major projects and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
3.1.5 Risks related to equity affiliates and management of assets operated by third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
3.1.6 Risks related to political or economic factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
3.1.7 Risks related to competition and lack of innovation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
3.1.8 Ethical misconduct and non-compliance risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
3.1.9 Countries targeted by economic sanctions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

3.2 Legal and arbitration proceedings 85

3.3 Internal control and risk management procedures 86


3.3.1 Fundamental elements of the internal control and risk management systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
3.3.2 Control environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
3.3.3 Risk assessment and management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
3.3.4 Main characteristics of the internal control and risk management procedures
relating to the preparation and processing of accounting and financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

3.4 Insurance and risk management 92


3.4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
3.4.2 Risk and insurance management policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
3.4.3 Insurance policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

3.5 Vigilance Plan 93


3.5.1 Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
3.5.2 Severe impact risk mapping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
3.5.3 Action Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
3.5.4 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
3.5.5 Assessment procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
3.5.6 Awareness and training actions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
3.5.7 Whistleblowing mechanisms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
3.5.8 Monitoring procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
3.5.9 Report on implementation of the Vigilance Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

Registration Document 2018 TOTAL 73


3 RISKS AND CONTROL

Risk Factors

3.1 Risk Factors


The Group conducts its activities in an ever-changing environment of, or may be underestimating the potential consequences of, other
and is exposed to risks that, if they were to occur, could have a risks that could, or other risks may not have been considered by the
material adverse effect on its business, financial condition, including Group as being likely to have a material adverse impact on the Group,
its operating income and cash flow, reputation or outlook. its business, financial condition, including its operating income and
cash flow, reputation or outlook.
The Group employs a continuous process of identifying and analyzing
risks in order to determine those that could prevent it from achieving The main internal control and risk management procedures,
its objectives. This chapter presents the significant risks to which the in particular those relating to the preparation and processing of
Group believes it is exposed as of the date of this Registration accounting and financial information, are described in point 3.3 of
Document. However, as of such date, the Group may not be aware this chapter.

3.1.1 Risks related to market environment and other financial risks

The financial performance of TOTAL is sensitive to a number of net operating income by approximately $2.7 billion and annual cash
market environment related factors, the most significant being flow from operations by approximately $3.2 billion.
hydrocarbon prices, refining margins and exchange rates.
The impact of changes in crude oil and gas prices on downstream
Generally, a decline in hydrocarbon prices has a negative effect on operations depends upon the speed at which the prices of finished
the Group’s results due to a decrease in revenues from oil and gas products adjust to reflect these changes. The Group estimates that
production. Conversely, a rise in hydrocarbon prices increases the a decrease in its European Refining Margin Indicator (“ERMI”) of
Group’s results. $10 per ton would decrease annual adjusted net operating income
by approximately $0.5 billion and annual cash flow from operations
In 2018, at first, oil prices increased to reach their highest point in
by approximately $0.6 billion. Conversely, an increase in its ERMI of
October above $80 per barrel, supported by supply tensions and
$10 per ton would increase annual adjusted net operating income by
geopolitics. Prices then decreased to below $60 per barrel by the
approximately $0.5 billion and annual cash flow from operations by
end of the year, mainly driven by record production in the United
approximately $0.6 billion.
States. In December, OPEC and Russia announced a production cut
to mitigate the price drop. The oil and natural gas markets remain All of the Group’s activities are, for various reasons and to varying
highly volatile. degrees, sensitive to fluctuations in the dollar/euro exchange rate.
The Group estimates that a decrease of $0.10 per euro (strengthening
For the fiscal year 2019, according to the scenarios retained below,
of the dollar versus the euro) would increase annual adjusted net
the Group estimates that an increase of $10 per barrel in the average
operating income by approximately $0.1 billion and have a limited
liquids price would increase annual adjusted net operating income (1)
impact on annual cash flow from operations. Conversely, an increase
by approximately $2.7 billion and annual cash flow from operations
of $0.10 per euro (weakening of the dollar versus the euro) would
by approximately $3.2 billion. Conversely, a decrease of $10 per
decrease adjusted net operating income by approximately $0.1 billion
barrel in the average liquids price would decrease annual adjusted
and have a limited impact on annual cash flow from operations.

Estimated impact Estimated impact


on adjusted net on cash flow
(a)
Sensitivities 2019 Scenario retained Change operating income from operations

Dollar 1.2 $/€ +/-0.1 $ per € -/+0.1 B$ ~ 0 B$


Average liquids price 60 $/b (b) +/-10 $/b +/-2.7 B$ +/-3.2 B$
European Refining Margin Indicator (ERMI) 35 $/t +/-10 $/t +/-0.5 B$ +/-0.6 B$

(a) Sensitivities revised once per year upon publication of the previous year’s fourth quarter results. Indicated sensitivities are approximate and based upon TOTAL’s current view of its 2019
portfolio. Results may differ significantly from the estimates implied by the application of these sensitivities. The impact of the $/€ sensitivity on adjusted net operating income is
attributable essentially to Refining & Chemicals.
(b) Brent environment at 60 $/b.

In addition to the adverse effect on the Group’s revenues, — the ability of the OPEC and other producing nations to influence
margins and profitability, a prolonged period of low oil and global production levels and prices;
natural gas prices could lead the Group to review its projects
— prices of unconventional energies as well as evolving approaches
and the evaluation of its assets and oil and natural gas reserves.
for developing oil sands and shale oil, which may affect the
Prices for oil and natural gas may fluctuate widely due to many Group’s realized prices, notably under its long-term gas sales
factors over which TOTAL has no control. These factors include: contracts and asset valuations, particularly in North America;
— variations in global and regional supply of and demand for energy; — cost and availability of new technologies;
— global and regional economic and political developments in — regulations and governmental actions;
natural resource-producing regions, particularly in the Middle
— global economic and financial market conditions;
East, Africa and South America, as well as in Russia;

(1) Adjusted results are defined as income at replacement cost, excluding special items and the impact of fair value changes.

74 TOTAL Registration Document 2018


RISKS AND CONTROL

Risk Factors 3
— the security situation in certain regions, the magnitude of in oil and gas prices. In 2018, the positive effects of higher oil and
international terrorist threats, wars or other conflicts; gas prices on the Group’s results have been greater than the
decrease of the results of the Refining & Chemicals segment. The
— changes in demographics, notably population growth rates, and
Group’s refining margins remain highly volatile.
consumer preferences; and
The activities of Trading & Shipping (oil, gas and power trading and
— adverse weather conditions that can disrupt supplies or interrupt
shipping activities) are particularly sensitive to market risk and more
operations of the Group’s facilities.
specifically to price risk as a consequence of the volatility of oil and
Prolonged periods of low oil and natural gas prices may reduce the gas prices, to liquidity risk (inability to buy or sell cargoes at market
economic viability of projects in production or in development and prices) and to counterparty risk (when a counterparty does not fulfill
reduce the Group’s liquidity, thereby decreasing its ability to finance its contractual obligations). The Group uses various energy derivative
capital expenditures and/or causing it to cancel or postpone instruments and freight-rate instruments to reduce its exposure to
investment projects. price fluctuations of crude oil, petroleum products, natural gas, power
and freight-rates. Although TOTAL believes it has established
If TOTAL were unable to finance its investment projects, the Group’s
appropriate risk management procedures, large market fluctuations
opportunities for future revenues and profitability growth would be
may adversely affect the Group’s activities and financial condition,
reduced, which could materially negatively impact the Group’s
including its operating income and cash flow.
financial condition, including its operating income and cash flow.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Prolonged periods of low oil and natural gas prices may reduce the
Group’s reported reserves and cause the Group to revise the price TOTAL is exposed to other financial risks related to its financing
assumptions upon which asset impairment tests are based, which
could have a significant adverse effect on the Group’s results in the
and cash management activities. 3
The Group is exposed to changes in interest rates and foreign
period in which it occurs. For additional information on impairments
exchange rates. Even though the Group generally seeks to minimize
recognized on the Group’s assets, refer to Note 3 to the Consolidated
the currency exposure of each entity with regards to its functional
Financial Statements (point 8.7 of chapter 8).
currency (primarily the dollar, the euro, the pound sterling and the
Conversely, in a high oil and gas price environment, the Group can Norwegian krone), the Group’s financial condition, including its
experience significant increases in cost and government take, and, operating income and cash flow, could be impacted by a significant
under some production-sharing contracts, the Group’s production change in the value of these currencies.
rights could be reduced. Higher prices can also reduce demand for
In addition, as TOTAL mostly turns to financial markets for its external
the Group’s products.
financing, its financial condition and operations could be materially
The Group’s results from its Refining & Chemicals and Marketing & impacted if access to those markets were to become more difficult.
Services segments are primarily dependent upon the supply and
For further information on financial risks, refer to Notes 15 and 16 to
demand for petroleum products and the associated margins on sales
the Consolidated Financial Statements (point 8.7 of chapter 8).
of these products, with the impact of changes in oil and gas prices
on results on these segments being dependent upon the speed at
which the prices of petroleum products adjust to reflect movements

3.1.2 Industrial and environmental risks and risks related to climate issues

TOTAL is exposed to risks related to the safety and security of and could have a material adverse effect on the Group’s financial
its operations. condition.
The Group’s activities involve a wide range of operational risks, such Certain activities of the Group face additional specific risks. TOTAL’s
as explosions, fires, accidents, equipment failures, leakage of toxic Exploration & Production activities are exposed to risks related to the
products, emissions or discharges into the air, water or soil, that can physical characteristics of oil and gas fields, particularly during drilling
potentially cause death or injury, or impact natural resources and operations, which can cause blow outs, explosions, fires or other
ecosystems. damage, in particular to the environment, and lead to a disruption of
the Group’s operations or reduce its production. In addition to the
The industrial event that could have the most significant impact is a
risks of explosions and fires, the activities of the Gas, Renewables &
major industrial accident, e.g., blow out, explosion, fire, leakage of
Power (1), Refining & Chemicals and Marketing & Services business
highly toxic products or massive leakage, resulting in death or injury
segments entail risks related to the overall life cycle of the products
and/or accidental pollution on a large-scale or at an environmentally
manufactured, as well as the materials used. With regard to
sensitive site.
transportation, the likelihood of an operational accident depends not
Acts of terrorism or malicious acts against employees, plants, sites, only on the hazardous nature of the products transported, but also
pipelines and transportation or computer systems of the Group’s or on the volumes involved and the sensitivity of the regions through
its contractors could also disrupt the Group’s business activities and which they are transported (quality of infrastructure, population
could cause harm or damage to people, property and the environment density, environment).

(1) Integrated Gas, Renewables & Power, as from January 1, 2019 (refer to point 2.2 of chapter 2).

Registration Document 2018 TOTAL 75


3 RISKS AND CONTROL

Risk Factors

TOTAL’s workforce and the public are exposed to risks inherent to TOTAL incurs and will continue to incur substantial expenditures to
the Group’s operations, which could lead to legal proceedings against comply with increasingly complex laws and regulations aimed at
the Group’s entities and legal representatives, notably in cases of protecting health, safety and the environment. Such expenditures
death, injury and property and environmental damage. Such could have a material adverse effect on the Group’s financial condition.
proceedings could also damage the Group’s reputation. In addition,
The introduction of new laws and regulations could compel the Group
like most industrial groups, TOTAL is concerned by declarations of
to curtail, modify or cease certain operations or implement temporary
occupational illnesses.
shutdowns of sites, which could diminish productivity and have a
To manage the operational risks to which it is exposed, the Group material adverse impact on its financial condition.
has adopted a preventive and remedial approach by putting in place
Moreover, pursuant to applicable regulations, most of the Group’s
centralized HSE (health, safety and environment) and security
activities will require, at site closure, decommissioning followed by
management systems that seek to take all necessary measures to
environmental remediation after operations are discontinued. Costs
reduce the related risks (refer to points 5.4 and 5.5 of chapter 5).
related to such activities may materially exceed the Group’s provisions
In addition, the Group maintains third-party liability insurance
and adversely impact its operating incomes. With regard to the
coverage for all its subsidiaries. TOTAL also has insurance to protect
definitive shutdown of activities, the Group’s environmental
against the risk of damage to Group property and/or business
contingencies and asset retirement obligations are addressed in the
interruption at its main refining and petrochemical sites. TOTAL’s
“Asset retirement obligations” and “Provisions for environmental
insurance and risk management policies are described in point 3.4 of
contingencies” sections of the Group’s consolidated balance sheet
this chapter. However, the Group is not insured against all potential
(refer to Note 12 to the Consolidated Financial Statements, point
risks. In certain cases, such as a major environmental disaster,
8.7 of chapter 8). Future expenditures related to asset retirement
TOTAL’s liability may exceed the maximum coverage provided by its
obligations are accounted for in accordance with the accounting
third-party liability insurance. The Group cannot guarantee that it will
principles described in the same Note.
not suffer any uninsured loss and there can be no guarantee,
particularly in the event of a major environmental disaster or industrial Laws and regulations related to climate change as well as
accident, that such loss would not have a material adverse effect on growing concern of stakeholders may adversely affect the
the Group’s financial condition, including its operating income and Group’s business and financial condition.
cash flow, and its reputation.
Firstly, there is a risk incurred by rapidly changing modes of energy
Crisis management systems are necessary to effectively respond production in favor of a lower-carbon energy mix that allows for a
to emergencies, avoid potential disruptions to the Group’s more limited share of fossil fuel. This could impact the Group’s
business and operations and minimize impacts on third parties business model, profitability, financial situation and shareholder value.
or the environment.
The growing concern of certain stakeholders with regards to climate
The Group has crisis management plans in place to deal with change could also have an impact on certain external financing of
emergencies (refer to point 5.5 of chapter 5). However, these plans the Group’s projects or influence certain investors involved in the oil
cannot exclude the risk that the Group’s business and operations and gas sector.
may be severely disrupted in a crisis situation or ensure the absence
Moreover, regulations may change and require the Group to reduce,
of impacts on third parties or the environment. TOTAL has also
change or cease certain operations, and subject it to additional
implemented business continuity plans to continue or resume
obligations with regards to the compliance of its facilities. This could
operations following a shutdown or incident. An inability for the Group
have a negative effect on its activities and its financial situation,
to resume its activities in a timely manner could prolong the impact
including operating income and cash flow. Regulations designed to
of any disruption and thus could have a material adverse effect on its
gradually limit fossil fuel use may, depending on the GHG emission
financial condition, including its operating income and cash flow.
limits and time horizons set, negatively and significantly affect the
TOTAL is subject to increasingly stringent environmental, health development of projects, as well as the economic value of certain of
and safety laws and regulations in numerous countries and may the Group’s assets. In Europe, for example, the Group’s industrial
incur material related compliance costs. facilities are part of the CO2 emissions quotas market (EU-ETS), and
the financial risk incurred by purchasing these quotas on the market
The Group’s activities are subject to numerous laws and regulations
could increase due to the reform of the system that was approved in
pertaining to the environment, health and safety. In most countries
2018. This emission quotas market is in its third phase. The Group
where the Group operates, particularly in Europe and the United
estimates that about 25% of emissions subjected to EU-ETS are not
States, sites and products are subject to increasingly stringent laws
covered by free quotas in the period 2013-2020 (phase 3) and to
governing the protection of the environment (water, air, soil, noise,
30% or more from 2021 to 2030 (phase 4). At the end of 2018, the
protection of nature, waste management and impact assessments,
price of these quotas was about €20/t, and the Group expects this
etc.), health (occupational safety and chemical product risk, etc.) and
price to be higher than €30/t in phase 4.
the safety of personnel and residents. Product quality and consumer
protection are also subject to increasingly strict regulations. The Internal studies conducted by TOTAL have shown that a
Group’s entities ensure that their products meet applicable long-term CO2 price of $40/t (1) applied worldwide would have a
specifications and abide by all applicable consumer protection laws. negative impact of around 5% on the discounted present value of
Failure to do so could lead to personal injury, property damage, the Group’s assets (upstream and downstream). [REDACTED
environmental harm and loss of customers, which could negatively SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
impact the Group’s financial condition, including its operating income
and cash flow, and its reputation.

(1) As from 2021 or the current price in a given country.

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Risk Factors 3
Finally, the Company and several of its subsidiaries have received Climate change potentially has multiple effects that could harm the
claims issued by public entities in certain countries in view of financing Group’s operations. The increasing scarcity of water resources may
the protective measures to be implemented in order to limit the negatively affect the Group’s operations in some regions of the world,
consequences of climate change. The Group is subject to the risk of high sea levels may harm certain coastal activities, and the
judicial actions in this area. multiplication of extreme weather events may damage offshore and
onshore facilities. These climate risk factors are continually assessed
The physical effects of climate change may adversely affect the
in the risk management and prevention plans.
Group’s business.
The Group believes that it is impossible to guarantee that the
TOTAL’s businesses operate in various regions, where the potential
contingencies or liabilities related to the matters mentioned in this
physical impacts of climate change, including changes in weather
point 3.1.2 would not have a material adverse impact on its business,
patterns, are highly uncertain and may adversely impact the Group’s
financial condition, including its operating income and cash flow,
operating income.
reputation, prospects or shareholder value, if such risks were to occur.

3.1.3 Risks related to critical IT systems security

Disruption to or breaches of TOTAL’s critical IT services or service providers may not be able to prevent third parties from
information security systems could adversely affect the Group’s breaking into the Group’s IT systems, disrupting business operations
activities. or communications infrastructure through denial-of-service attacks, 3
or gaining access to confidential or sensitive information held in the
The Group’s activities depend heavily on the reliability and security of
system. The Group, like many companies, has been and expects to
its information technology (IT) systems. The Group’s IT systems,
continue to be the target of attempted cybersecurity attacks. While
some of which are managed by third parties, are susceptible to being
the Group has not experienced any such attack that has had a
compromised, damaged, disrupted or shutdown due to failures
material impact on its business, the Group cannot guarantee that its
during the process of upgrading or replacing software, databases or
security measures will be sufficient to prevent a material disruption,
components, power or network outages, hardware failures,
breach or compromise in the future.
cyber-attacks (viruses, computer intrusions), user errors or natural
disasters. The cyber threat is constantly evolving. Attacks are As a result, the Group’s activities and assets could sustain serious
becoming more sophisticated with regularly renewed techniques damage, services to clients could be interrupted, material intellectual
while the digital transformation amplifies exposure to these cyber property could be divulged and, in some cases, personal injury,
threats. The adoption of new technologies, such as the Internet of property damage, environmental harm and regulatory violations could
things (IoT) or the migration to the cloud, as well as the evolution of occur, potentially having a material adverse effect on the Group’s
architectures for increasingly interconnected systems, are all areas financial condition, including its operating income and cash flow.
where cyber security is a very important issue. The Group and its

3.1.4 Risks related to the development of major projects and reserves

The Group’s production growth and profitability depend on the The Group’s long-term profitability depends on cost-effective
delivery of its major development projects. discovery, acquisition and development of economically viable
new reserves; if the Group is unsuccessful, its financial
Growth of production and profitability of the Group rely heavily on the
condition, including its operating income and cash flow, could
successful execution of its major development projects that are
be materially affected.
increasingly complex and capital-intensive. These major projects may
face a number of difficulties, including, in particular, those related to: A large portion of the Group’s revenues and operating results are
derived from the sale of oil and gas that the Group extracts from
— economic or political risks, including threats specific to a certain
underground reserves developed as part of its Exploration &
country or region, such as terrorism, social unrest or other
Production activities. The development of oil and gas fields, the
conflicts (refer to point 3.1.6 of this chapter);
construction of facilities and the drilling of production or injection
— negotiations with partners, governments, local communities, wells is capital intensive and requires advanced technology. Due to
suppliers, customers and other third parties; constantly changing market conditions and environmental challenges,
cost projections can be uncertain. For Exploration & Production
— obtaining project financing;
activities to continue to be profitable, the Group needs to replace its
— controlling capital and operating costs; reserves with new proved reserves (likely to be developed and
produced in an economically viable manner).
— earning an adequate return in a low oil and/or gas price
environment; In addition, a number of factors may undermine TOTAL’s ability to
discover, acquire and develop new reserves, which are inherently
— respecting project schedules; and
uncertain, including:
— the timely issuance or renewal of permits and licenses by public
— the geological nature of oil and gas fields, notably unexpected
agencies.
drilling conditions, including pressure or unexpected
Poor delivery of any major project that underpins production or heterogeneities in geological formations;
production growth could adversely affect the Group’s financial
— the risk of dry holes or failure to find expected commercial
condition, including its operating income and cash flow.
quantities of hydrocarbons;

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Risk Factors

— equipment failures, fires, blow-outs or accidents; The Group’s proved reserves figures are estimates prepared in
accordance with SEC rules. Proved reserves are those reserves
— shortages or delays in the availability or delivery of appropriate
which, by analysis of geoscience and engineering data, can be
equipment;
estimated with reasonable certainty to be economically
— the Group’s inability to develop or implement new technologies recoverable – from a given date forward, from known reservoirs and
that enable access to previously inaccessible fields; under existing economic conditions, operating methods and
government regulations – prior to the time at which contracts
— the Group’s inability to anticipate market changes in a timely
providing the right to operate expire, unless evidence indicates that
manner;
renewal is reasonably certain, regardless of whether deterministic or
— adverse weather conditions; probabilistic methods are used for the estimation. Reserves are
estimated by teams of qualified, experienced and trained
— the inability of the Group’s partners to execute or finance projects
geoscientists and petroleum, gas and project engineers, who
in which the Group holds an interest or to meet their contractual
rigorously review and analyze in detail all available geoscience and
obligations;
engineering data (for example, seismic data, electrical logs, cores,
— the inability of service companies to deliver contracted services fluids, pressures, flow rates and facilities parameters). This process
on time and on budget; involves making subjective judgments, including with respect to the
estimate of hydrocarbons initially in place, initial production rates and
— compliance with both anticipated and unanticipated
recovery efficiency, based on available geological, technical and
governmental requirements, including U.S. and EU regulations
economic data. Consequently, estimates of reserves are not exact
that may give a competitive advantage to companies not subject
measurements and are subject to revision.
to such regulations;
A variety of factors that are beyond the Group’s control could cause
— economic or political risks, including threats specific to a certain
such estimates to be adjusted downward in the future, or cause the
country or region, such as terrorism, social unrest or other
Group’s actual production to be lower than its currently reported
conflicts (refer to point 3.1.6 of this chapter);
proved reserves indicate. Such factors include:
— competition from oil and gas companies for the acquisition and
— a prolonged period of low prices of oil or gas, making reserves
development of assets and licenses (refer to point 3.1.7 of this
no longer economically viable to exploit and therefore not
chapter);
classifiable as proved;
— increased taxes and royalties, including retroactive claims and
— an increase in the price of oil or gas, which may reduce the
changes in regulations and tax reassessments; and
reserves to which the Group is entitled under production sharing
— disputes related to property titles. and risked service contracts and other contractual terms;
These factors could lead to cost overruns and/or could impair the — changes in tax rules and other regulations that make reserves no
Group’s ability to complete a development project or make production longer economically viable to exploit, or disputes related to
economical. Some of these factors may also affect the Group’s property titles; and
projects and facilities further down the oil and gas chain.
— the actual production performance of the Group’s deposits.
If TOTAL fails to develop new reserves cost-effectively and in sufficient
The Group’s reserves estimates may therefore require substantial
quantities, the Group’s financial condition, including its operating
downward revisions should its subjective judgments prove not to
income and cash flow, could be materially affected.
have been conservative enough based on the available geoscience
The Group’s oil and gas reserves data are estimates only and engineering data, or the Group’s assumptions regarding factors
and subsequent upward or downward adjustments are possible. or variables that are beyond its control prove to be incorrect over
If actual production from such reserves proves to be lower than time. Any downward adjustment could indicate lower future
current estimates indicate, the Group’s financial condition, production amounts, which could adversely affect the Group’s
including its operating income and cash flow, could be impacted. financial condition, including its operating income and cash flow.

3.1.5 Risks related to equity affiliates and management of assets operated by


third parties

Many of the Group’s projects are conducted by equity affiliates Additionally, the partners of the Group may not be able to meet their
or are operated by third parties. For these projects, the Group’s financial or other obligations to the projects, which may threaten the
degree of control, as well as its ability to identify and manage viability of a given project. These partners may also not have the
risks, may be reduced. financial capacity to fully indemnify the Group or third parties in the
event of an incident.
A significant number of the Group’s projects are conducted by equity
affiliates (1) or operated by third parties. In cases where the Group’s With respect to joint-ventures, contractual terms generally provide
company is not the operator, such company may have limited that the operator, whether an entity of the Group or a third party,
influence over, and control of, the behavior, performance and costs assumes full liability for damages caused by its gross negligence or
of the partnership, its ability to manage risks may be limited and it willful misconduct.
may, nevertheless, be prosecuted by regulators or claimants in the
event of an incident.

(1) For additional information, refer to Note 8 to the Consolidated Financial Statements (point 8.7 of chapter 8).

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Risk Factors 3
In the absence of the operator’s gross negligence or willful misconduct, With respect to third-party providers of goods and services, the amount
other liabilities are generally borne by the joint-venture and the cost and nature of the liability assumed by the third party depends on the
thereof is assumed by the partners of the joint-venture in proportion context and may be limited by contract. Contracts may also contain
to their respective ownership interests. obligations to indemnify TOTAL or for TOTAL to indemnify partners
or third parties.

3.1.6 Risks related to political or economic factors

TOTAL has significant production and reserves located in Furthermore, in addition to current production, TOTAL is also
politically, economically and socially unstable areas, where the exploring for and developing, or is participating in the exploration
risk that the Group’s operations may be materially affected is and/or development of, new reserves in other regions of the world
relatively high. that are historically characterized by political, social or economic
instability.
A significant portion of TOTAL’s oil and gas production and reserves
is located in countries that are not part of the Organisation for The occurrence and magnitude of incidents related to economic,
Economic Co-operation and Development (OECD). In recent years, social or political instability are unpredictable. It is possible that they
a number of these countries have experienced varying degrees of could have a material adverse impact on the Group’s production and
one or more of the following: economic or political instability, civil operations in the future and/or cause certain investors to reduce
war, violent conflict, social unrest, actions of terrorist groups and the their holdings of TOTAL’s securities. 3
application of international economic sanctions. Any of these
TOTAL, like other major international energy companies, has a
conditions alone or in combination could disrupt the Group’s
geographically diverse portfolio of reserves and operational sites,
operations in any of these regions, causing substantial declines in
which allows it to conduct its business and financial affairs so as to
production or revisions to reserves estimates.
reduce its exposure to political and economic risks. However, there
In Africa (excluding North Africa), which represented 24% of the can be no assurance that such events will not have negative
Group’s 2018 combined liquids and gas production, certain of the consequences on the Group.
countries in which the Group has production have recently suffered
Intervention by host country authorities can adversely affect the
from some of these conditions, including Nigeria, which is one of the
Group’s activities and its operating incomes.
main contributing countries to the Group’s production of
hydrocarbons (refer to point 2.1.9 of chapter 2). TOTAL has significant exploration and production activities, and in
some cases refining, marketing or chemicals operations, in countries
The Middle East and North Africa zone, which represented 24% of
whose governmental and regulatory framework is subject to
the Group’s 2018 combined liquids and gas production, has in recent
unexpected change and where the enforcement of contractual rights
years suffered increased political instability in connection with violent
is uncertain. The legal framework of TOTAL’s exploration and
conflict and social unrest, particularly in Libya and Syria, where the
production activities, established through concessions, licenses,
European Union (EU) and the U.S. have enacted economic sanctions
permits and contracts granted by or entered into with a government
prohibiting TOTAL from producing oil and gas since 2011. In Yemen,
entity, a state-owned company or private owners, is subject to risks
the deterioration of security conditions in the vicinity of the Balhaf site
of renegotiation that, in certain cases, can reduce or challenge the
caused the company Yemen LNG, in which the Group holds a stake
protections offered by the initial legal framework and/or the economic
of 39.62%, to stop its commercial production and export of LNG
benefit to TOTAL.
and to declare force majeure to its various stakeholders in 2015.
The plant has been put in preservation mode. In Iran, TOTAL signed In addition, the Group’s exploration and production activities in such
in July 2017 a 20-year contract with the National Iranian Oil Company countries are often undertaken in conjunction with state-owned
(NIOC) relating to the development and production of phase 11 entities, for example as part of a joint-venture in which the state has
(SP11) of the giant South Pars gas field. Following the withdrawal of a significant degree of control. In recent years, in various regions
the United States from the Joint Comprehensive Plan of Action on globally, TOTAL has observed governments and state-owned
May 8, 2018, TOTAL withdrew from this project and finalized its enterprises impose more stringent conditions on companies pursuing
withdrawal on October 29, 2018, prior to the re-imposition of US exploration and production activities in their respective countries,
secondary sanctions on the oil industry as of November 5, 2018. increasing the costs and uncertainties of the Group’s business
TOTAL was the operator and had a 50.1% interest alongside the operations. TOTAL expects this trend to continue.
Chinese state-owned company CNPC (30%) and Petropars (19.9%);
Potential increasing intervention by governments in such countries
a wholly-owned subsidiary of NIOC. TOTAL ceased all operational
can take a wide variety of forms, including:
activity in Iran before November 4, 2018.
— the award or denial of exploration and production interests;
In South America, which represented 6% of the Group’s 2018
combined liquids and gas production, certain of the countries in — the imposition of specific drilling obligations;
which TOTAL has production have recently suffered from political or
— price and/or production quota controls and export limits;
economic instability, including Argentina, Brazil and Venezuela.
— nationalization or expropriation of assets;
Since July 2014, international economic sanctions have been
adopted against certain Russian individuals and entities, including — unilateral cancellation or modification of license or contract rights;
various entities operating in the financial, energy and defense sectors.
— increases in taxes and royalties, including retroactive claims and
As of December 31, 2018, TOTAL held 21% of its proved reserves in
changes in regulations and tax reassessments;
Russia, from which the Group had 14% of its combined oil and gas
production in 2018. — the renegotiation of contracts;
For additional information concerning international economic — the imposition of increased local content requirements;
sanctions applicable notably to Cuba, Iran, Russia, Syria and
— payment delays; and
Venezuela, refer to point 3.1.9.1 of this chapter.
— currency exchange restrictions or currency devaluation.

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Risk Factors

If a host government were to intervene in one of these forms in a For example, the Nigerian government has been contemplating new
country where TOTAL has substantial operations, including legislation to govern the petroleum industry which, if passed into law,
exploration, the Group could incur material costs or the Group’s could have an impact on the existing and future activities of the
production or asset value could decrease, which could potentially Group in that country through increased taxes and/or operating costs
have a material adverse effect on its financial condition, including its and could affect financial returns from projects in that country.
operating income and cash flow.

3.1.7 Risks related to competition and lack of innovation

The Group operates in a highly competitive environment. Its could be affected if this discrepancy persists and if it should prove
competitiveness could be adversely impacted if the Group’s difficult to invoke price revision clauses.
level of innovation lagged behind its competitors.
The Group’s activities are carried out in a constantly changing
TOTAL’s main competitors are comprised of national (companies environment with new products and technologies continuously
directly or indirectly controlled by a state) and international oil emerging. The Group may not be able to anticipate these changes,
companies. The evolution of the energy sector has opened the door identify and integrate technological developments in order to maintain
to new competitors and increased market price volatility. its competitiveness, maintain a high level of performance and
operational excellence, and best meet the needs and demands of its
TOTAL is subject to competition in the acquisition of assets and
customers. The Group’s innovation policy requires significant
licenses for the exploration and production of oil and natural gas as
investment, notably in R&D, of which the expected impact cannot be
well as for the sale of manufactured products based on crude and
guaranteed.
refined oil. In the gas sector, major producers increasingly compete
in the downstream value chain with established distribution In the field of R&D, the multiplication of research partnerships, in
companies. Increased competitive pressure could have a significant particular in related technical fields, may make it difficult for the Group
negative effect on the prices, margins and market shares of the to track technical information exchanged with research partners and
Group’s companies. monitor related contractual restrictions (e.g., confidentiality, limited
use). New and increasingly complex digital technologies as well as
The pursuit of unconventional gas development, particularly in the
the multiplication of partnerships are all likely to increase
United States, has contributed to falling hydrocarbon market prices
contamination risks, which could, as a result, limit TOTAL’s ability to
and a marked difference between spot and long-term contract prices.
exploit innovations.
The competitiveness of long-term contracts indexed to oil prices

3.1.8 Ethical misconduct and non-compliance risks

Ethical misconduct or non-compliance of the Group or its could, depending on applicable legislation (notably, the U.S. Foreign
employees with applicable laws could expose TOTAL to criminal Corrupt Practices Act, the UK Bribery Act, the French law
and civil penalties and be damaging to TOTAL’s reputation and n° 2016-1691 dated December 9, 2016 relating to transparency, the
shareholder value. fight against corruption and modernization of the economy or the
Regulation (EU) 2016/679 with regard to the protection of personal
The Group’s Code of Conduct, which applies to all of its employees,
data), be imposed by competent authorities, such as the review and
defines TOTAL’s commitment to ethical standards, business integrity,
reinforcement of the compliance program under the supervision of
human rights and compliance with applicable legal requirements.
an independent third party. Any of the above could be damaging to
TOTAL maintains a “zero tolerance” principle for fraud of any kind,
the financial condition, shareholder value or reputation of the Group.
particularly bribery, corruption and influence peddling.
Non-compliance with laws and regulations as well as ethical or human Generally, entities of the Group could potentially be subject to
rights misconduct by TOTAL, its employees or a third-party acting administrative, judicial or arbitration proceedings that could have a
on its behalf could expose TOTAL and/or its employees to material adverse impact on the Group’s financial condition and
investigations, criminal and civil sanctions and to additional penalties reputation (refer to point 3.2 of this chapter).
(such as debarment from public procurement). Further measures

3.1.9 Countries targeted by economic sanctions

TOTAL has activities in certain countries targeted by economic 3.1.9.1 U.S. and European legal restrictions
sanctions. If the Group’s activities are not conducted in
TOTAL closely monitors applicable international economic sanctions
accordance with applicable laws and regulations, TOTAL could
regimes, including those adopted by the United States and the
face penalties.
European Union (“EU”) (collectively, “Sanctions Regimes”), changes
Economic sanctions or other restrictive measures could target to such regimes and possible impacts on the Group’s activities.
countries, such as Cuba, Iran, and Syria and/or target actors or TOTAL takes steps to ensure compliance with applicable Sanctions
economic sectors, such as in Russia or in Venezuela. Regimes and believes that its current activities in targeted countries
do not infringe the applicable Sanctions Regimes. However, the
U.S. and European restrictions relevant to the Group and certain
Group cannot assure that current or future regulations related to
disclosure concerning the Group’s limited activities or presence in
Sanctions Regimes will not have a negative impact on its business,
certain targeted countries are outlined in points 3.1.9.1 and 3.1.9.2,
financial condition or reputation. A violation by the Group of applicable
respectively.
Sanctions Regimes could result in criminal, civil and/or material
financial penalties.

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Risk Factors 3
A) Restrictions against Cuba Refer to point 3.1.9.2 below for information concerning Section 13(r)
of the Securities Exchange Act of 1934, as amended, pertaining to
U.S. sanctions against Cuba prohibit any person subject to the
activities of the Group related to Iran.
jurisdiction of the United States (1) from engaging, directly or indirectly,
in any activities or dealings related to Cuba, without government
C) Restrictions against Russia
authorization. Therefore, the use of the U.S. dollar is prohibited for
almost all transactions related to Cuba. Furthermore, it is prohibited Since July 2014, various Sanctions Regimes have been adopted
to export and reexport to Cuba all goods subject to the Export against Russia, including prohibitions to deal with certain Russian
Administration Regulations (2) without a license and with exceptions individuals and entities or restrictions on financings, as well as
(for example, certain medical equipment), as well as to import all restrictions on investments and exports to Russia.
goods of Cuban origin into the United States. Cuba is not subject to
The economic sanctions adopted by the EU since 2014 do not
European economic sanctions.
materially affect TOTAL’s activities in Russia. TOTAL has been formally
TOTAL has had an interest in a liquefied petroleum gas (LPG) cylinder authorized by the French government, which is the competent
filing plant in Cuba since 1997 and continues the development of its authority for granting authorization under the EU sanctions regime,
activities regarding lubricants, fluids and greases in Cuba. to continue all its activities in Russia on the Kharyaga and
Termokarstovoye fields and the Yamal LNG and the Arctic 2 LNG
B) Restrictions against Iran projects.
Several countries and international organizations, including the United The United States adopted various economic sanctions, some of
States and the EU, maintain Sanctions Regimes of varying degrees which target PAO Novatek (6) (“Novatek”), and the entities in which
targeting Iran. Novatek (individually or with other similarly targeted persons or
entities) owns an interest of at least 50%, including OAO Yamal LNG (7)
3
On July 14, 2015, the EU, China, France, Russia, the United
(“Yamal LNG”),Terneftegas (8) and OOO Arctic 2 LNG (9). These
Kingdom, the United States and Germany reached an agreement
sanctions prohibit, in particular, U.S. persons from all transactions in,
with Iran, known as the Joint Comprehensive Plan of Action (the
providing financing for, and other dealings in debt issued by these
“JCPOA”), regarding limits on Iran’s nuclear activities and relief under
entities after July 16, 2014 of longer than 90 days maturity (reduced
certain U.S., EU and UN economic sanctions regarding Iran.
to 60 days as from the end of November 2017). The use of the U.S.
On January 16, 2016, the International Atomic Energy Agency
dollar is therefore prohibited for these types of financings, including
(“IAEA”) confirmed that Iran had met its initial nuclear compliance
Yamal LNG. The Yamal LNG project’s financing was finalized in
commitments under the JCPOA. Therefore, as from that date, UN
successive steps in 2016 in compliance with applicable regulations.
economic sanctions, most U.S. secondary sanctions (i.e., those
The financing of the Arctic LNG 2 project is under discussion.
covering non-U.S. persons (3) and for activities outside U.S.
jurisdiction) and most EU economic sanctions were suspended (4). In addition, the U.S. Department of Commerce has imposed
restrictions on exports and reexports of certain goods to Russia
Following the withdrawal of the United States from the JCPOA in
under the regulation related to the U.S. export control with respect to
May 2018, U.S. secondary sanctions concerning the oil industry
certain oil projects, which do not materially impact TOTAL’s current
were re-imposed as of November 5, 2018.
activities in Russia.
In July 2017, TOTAL signed a contract for a period of 20 years with
In August 2017, the United States adopted the Countering America’s
the National Iranian Oil Company (“NIOC”) relating to the development
Adversaries Through Sanctions Act (“CAATSA”). This law provides
and production of phase 11 (SP11) (5) of the giant South Pars gas
for, in particular, the possibility to impose secondary sanctions against
field. Following the withdrawal of the United States from the JCPOA,
a non-U.S. person who (i) invests in certain types of crude oil projects;
TOTAL withdrew from this project and finalized its withdrawal on
(ii) carries out a significant transaction with a sanctioned Russian
October 29, 2018, prior to the re-imposition of U.S. secondary
individual or entity; (iii) carries out a significant transaction with an
sanctions on the oil industry as of November 5, 2018. TOTAL ceased
individual/entity party to or acting on behalf of Russian economic
all operational activity in Iran before November 4, 2018.
intelligence or defense sectors; (iv) carries out a direct and significant
Furthermore, certain U.S. states have adopted regulations with investment (beyond certain amounts), which contributes to the
respect to Iran requiring, in certain conditions, state pension funds development of Russian export pipelines or (v) sells, leases or
and other state-owned institutional investors to divest securities in provides goods, services, technologies or information that could
any company that has or had business operations in Iran and state directly and in a significant manner facilitate the maintenance or
public contracts not to be awarded to such companies. Certain U.S. expansion of the construction, modernization or repair of energy
state regulators have adopted similar initiatives relating to investments export pipelines by Russia. This law also, on the one hand, reduced
by insurance companies. TOTAL believes the impact of these the maturity periods of debts restricting the financing of certain entities
regulations to be limited due to the Group’s decision to withdraw and, on the other hand, extended, as from January 29, 2018, the
from Iran. Nevertheless, TOTAL continues to closely monitor these prohibition applicable to certain entities to export goods and services
measures, which are generally still in effect following the withdrawal outside of Russia in support of exploration or production projects of
of the United States from the JCPOA. oil in deep water, beyond the Arctic offshore, or concerning shale
formations (shale oil).
With respect to the Group’s activities conducted under the sanctions
framework that was in place prior to the entry into force of the On April 6, 2018, the American Department of Treasury’s Office of
JCPOA, the U.S. Department of State made a determination on Foreign Assets Control (OFAC) for the first time designated and
September 30, 2010 that certain historical activities would not be registered certain Russian oligarchs and political figures, as well as
deemed sanctionable and that, so long as TOTAL acted in several entities owned by them, on the list of Specially Designated
accordance with its commitments related to this determination, it Nationals and Blocked Persons List. Non-U.S. persons may now be
would not be regarded as a company of concern for its past sanctioned under secondary sanctions for having carried out
Iran-related activities. TOTAL’s historical activities in Iran have been significant transactions with the designated persons.
conducted in compliance with these Sanctions Regimes. Since 2011,
TOTAL continues its activities in Russia in compliance with applicable
TOTAL has had no production in Iran.
sanctions regimes.

(1) Cuban Assets Control Regulations (CACR), 31 CFR Part. 515.


(2) Export Administration Regulations (EAR) § 734.3.
(3) ”U.S. person” means any U.S. citizen and permanent resident alien wherever he/she is in the world, entity organized under the laws of the United States or any jurisdiction within the
United States, including foreign branches, or any person or entity located in the United States.
(4) Certain U.S. and EU human rights-related and terrorism-related sanctions remain in force.
(5) TOTAL was an operator of the SP11 project and held 50.1% alongside the national Chinese company China National Petroleum Corporation (“CNPC”) (30%) and Petropars (19.9%), a
100% owned subsidiary of NIOC.
(6) A Russian company listed on the Moscow and London stock exchanges and in which the Group held an interest of 19.4% as of December 31, 2018.
(7) A company jointly owned by PAO Novatek, Total E&P Yamal (20.02%), China National Oil and Gas Exploration Development Corporation – CNODC, a subsidiary of CNPC and Silk Road
Fund.
(8) A company jointly owned by PAO Novatek and Total Termokarstovoye BV (49%).
(9) A company wholly-owned owned by PAO Novatek as of December 31, 2018.

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Risk Factors

As of December 31, 2018, TOTAL held 21% of its proved reserves in 3.1.9.2 Information concerning certain limited
Russia, where the Group had 14% of its combined oil and gas activities in Iran and Syria
production in 2018.
Information concerning TOTAL’s activities related to Iran that took
place in 2018 provided in this section is disclosed according to
D) Restrictions against Syria
Section 13(r) of the Securities Exchange Act of 1934, as amended
The EU adopted measures in 2011 regarding trade with and (“U.S. Exchange Act”).
investment in Syria that are applicable to European persons and to
In addition, information for 2018 is provided concerning the payments
entities constituted under the laws of an EU Member State, including,
made by Group affiliates to, or additional cash flow that operations of
notably, a prohibition on the purchase, import or transportation from
Group affiliates generate for, the government of any country identified
Syria of crude oil and petroleum products. The United States also
by the United States as a state sponsor of terrorism (currently, Iran,
has adopted comprehensive measures that broadly prohibit trade
North Korea, Syria and Sudan) (2) or any entity controlled by those
and investment in and with Syria. Since 2011, the Group ceased its
governments.
activities that contributed to oil and gas production in Syria and has
not purchased hydrocarbons from Syria since that time (refer to point TOTAL believes that these activities are not sanctionable, including
3.1.9.2). for activities previously disclosed. For more information on certain
U.S. and EU restrictions relevant to TOTAL in these jurisdictions,
E) Restrictions against Venezuela refer to point 3.1.9.1 of this chapter.
Since 2014, different Sanctions Regimes were adopted relating to
A) Iran
Venezuela, including prohibitions to deal with certain Venezuelan
individuals and entities, as well as restrictions on financings. The Group’s operational activities related to Iran were stopped in
2018 following the withdrawal of the United States from the JCPOA
In August 2017, the United States adopted economic sanctions
in May 2018 and prior to the re-imposition of U.S. secondary
relating to the Government of Venezuela as well as certain
sanctions on the oil industry as of November 5, 2018.
state-owned or controlled entities (collectively, the “Government of
Venezuela”), including Petroleos de Venezuela, S.A. (“PdVSA”) as Statements in this section concerning affiliates intending or expecting
well as entities in which PdVSA (individually or with other similarly to continue activities described below are subject to such activities
targeted persons or entities collectively) owns an interest of at least continuing to be permissible under applicable international economic
50% (which includes Petrocedeño S.A., a company in which the sanctions regimes.
Group held an interest of 30.32% as of December 31, 2018). These
a) Exploration & Production
sanctions prohibit all U.S. persons (1) from transacting in, providing
Following the suspension of certain international economic sanctions
financing for or otherwise dealing in debt issued by PdVSA as from
against Iran on January 16, 2016, the Group commenced various
August 25, 2017 of longer than 90 days maturity. The use of the U.S.
business development activities in Iran. Total E&P South Pars S.A.S.
dollar is therefore prohibited for these types of financings, including
(“TEPSP”) (a wholly-owned affiliate), CNPC International Ltd.
with Petrocedeño S.A.
(“CNPCI”) (a wholly-owned affiliate of China National Petroleum
Since November 13, 2017, Venezuela has also been subject to Company) and Petropars Ltd. (“Petropars”) (a wholly-owned affiliate
European sanctions, which mainly provide for the freezing of assets of NIOC) signed a 20-year risked service contract in July 2017, (the
of certain individuals and entities, a military embargo as well as “Risked Service Contract”) for the development and production of
restrictions on the exportation of certain goods. phase 11 of the South Pars gas field (“SP11”).TEPSP (50.1%) was
the operator and a partner of the project alongside CNPCI (30%)
In May 2018, the United States adopted a new round of sanctions
and Petropars (19.9%). These companies entered into a joint
against the Government of Venezuela, prohibiting all U.S. persons
operating agreement in July 2017 (the “JOA”) concerning, among
from transacting in (i) the purchase of debts owed to the Government
other things, the governance of their obligations under the Risked
of Venezuelan and (ii) the sale, transfer, assignment, or pledging as
Service Contract and the designation of TEPSP as the project’s
collateral by the Government of Venezuelan of any equity interest in
operator.
any entity in which the Government of Venezuela has a 50% or
greater ownership interest. In 2018, TEPSP continued conducting petroleum operations on
behalf of the above-mentioned consortium in accordance with the
On January 28, 2019, pursuant to Executive Order 13850, American
terms and conditions of the Risked Service Contract and the JOA. In
Department of Treasury’s Office of Foreign Assets Control (OFAC)
particular, TEPSP: (i) held several meetings with the Iranian authorities,
designated and registered PdVSA on the list of Specially Designated
NIOC and other Iranian state owned/controlled entities; (ii) launched
Nationals and Blocked Persons List, as well as any entities in which
tenders for award of service contracts for the purposes of the SP11
PdVSA owns an interest of at least 50%, including Petrocedeño S.A.
project; (iii) negotiated various agreements (such as service and/or
To date, TOTAL has organised the management of its interest to ensure supply agreements and bank service agreements); and (iv) performed
compliance with applicable sanctions. other activities under the Risked Service Contract and the JOA.
In 2018, TEPSP completed the technical studies, which were started
in November 2016, in accordance with the technical services
agreement (the “TSA”) between NIOC and TEPSP, acting on behalf
of the consortium.

(1) “U.S. person” means any U.S. citizen and permanent resident alien wherever he/she is in the world, entity organized under the laws of the United States or any jurisdiction within the
United States, including foreign branches, or any person or entity located in the United States.
(2) In North Korea, other than fees related to trademarks and designs paid in 2018, TOTAL is not present. In this country. In Sudan, other than the payment of fees related to trademarks, the
Group is not aware of any of its activities in 2018 having resulted in payments to, or additional cash flow for, the government of that country.

82 TOTAL Registration Document 2018


RISKS AND CONTROL

Risk Factors 3
However, as a result of the withdrawal of the U.S. from the JCPOA in interest and Marubeni Oil & Gas (U.K.) Limited ((“Marubeni”) sold
May 2018, TOTAL ceased all of its activities related to the SP11 their full 3.75%).
project and finalized its withdrawal from the SP11 project on October
The Bruce field joint venture is party to an agreement (the “Bruce
29, 2018, at which time it transferred its participating interest and
Rhum Agreement”) governing certain transportation, processing and
operatorship of the project to CNPCI.
operation services provided to another joint venture at the Rhum
The MOU entered into between TOTAL and NIOC in January 2016 field in the UK, co-owned by Serica (50%, operator) and the Iranian
to assess potential developments in Iran (including South Azadegan) Oil Company UK Ltd (“IOC”), a subsidiary of NIOC (50%). Under the
was amended to include North Azadegan and to extend its duration. terms of the Bruce Rhum Agreement, the Rhum field owners pay a
NIOC provided TOTAL in 2017 with technical data on the Azadegan proportion of the operating costs of the Bruce field facilities calculated
oil field so that it could assess potential development of this field. on a gas throughput basis. IOC’s share of costs incurred under the
Representatives of TOTAL held technical meetings in 2017 with Bruce Rhum Agreement have been paid to TEP UK in 2018 by
representatives of NIOC and its affiliated companies and carried out Naftiran Intertrade Company Limited (“NICO”), the trading branch of
a technical review of the Azadegan (South & North) oil field as well as the National Iranian Oil Company (“NIOC”). NIOC is the parent
the Iran LNG Project (a project contemplating a 10 Mt/y LNG company of IOC and an Iranian government owned corporation.
production facility at Tombak Port on Iran’s Persian Gulf coast), the In 2018, based upon TEP UK’s 1% interest in the Bruce field and
results of which were partially disclosed to NIOC and relevant affiliated income from the net cash flow sharing arrangement with Serica,
companies. In addition, TOTAL signed an MOU in 2017 with an gross revenue to TEP UK from IOC’s share of the Rhum field resulting
international company to evaluate jointly the Azadegan oil field from the Bruce Rhum Agreement was approximately £8 million. This
opportunity with NIOC. This international company decided in sum was used to offset operating costs on the Bruce field and as
February 2018 to withdraw from this technical cooperation and a
MOU termination agreement was formally executed with TOTAL on
such, generated no net profit to TEP UK. This arrangement is
expected to continue in 2019.
3
May 16, 2018. Technical studies were pursued by TOTAL until March
In 2018, TEP UK acted as agent for BHP and Marubeni, which faced
2018 on the Azadegan area with regular contacts with NIOC.
difficulty securing banking arrangements allowing them to accept
All work and contacts with NIOC on this subject ceased at the end
payments from IOC, and, thus, received payments from IOC in
of March 2018.
relation to BHP and Marubeni’s share of income from the Bruce
During 2018, in connection with the activities under the aforementioned Rhum Agreement under the terms of an agency agreement entered
Risked Service Contract and MOUs, and to discuss other new into in June 2018 between BHP, Marubeni and TEP UK (the “Agency
opportunities, representatives of TOTAL attended meetings with the Agreement”). Payments made from IOC to BHP and Marubeni in
Iranian oil and gas ministry and several Iranian companies with ties to 2018 related to the periods prior to the completion of their divestment
the government of Iran. In connection with travel to Iran in 2018 by to Serica in November 2018. Total payment received on behalf of
certain employees of the Group, TOTAL made payments to Iranian BHP and Marubeni by TEP UK under this arrangement in 2018 was
authorities for visas, airport services, exit fees and similar travel-related approximately £7 million. This amount relates to income due to BHP
charges. In addition, representatives of TOTAL had meetings in and Marubeni under the Bruce Rhum Agreement for 2017 and 2018.
France with the Iranian ambassador. TEP UK transferred all income received under the Agency Agreement
to BHP and Marubeni and provided the service on a no profit, no
Neither revenues nor profits were recognized from any of the
loss basis. The Agency Agreement is expected to be terminated
aforementioned activities under the aforementioned Risked Service
upon receipt of all payments relating to the period up to November
Contract and MOUs in 2018.
30, 2018.
Maersk Oil studied two potential projects with NIOC, prior to the
Prior to the re-imposition of U.S. secondary sanctions on the oil
acquisition of Maersk Oil by TOTAL in March 2018. These studies
industry as of November 5, 2018, TEP UK liaised directly with IOC
ceased after a meeting with NIOC representatives in May 2018.
concerning its interest in the Bruce Rhum Agreement and it received
The Tehran branch office of TEPSP, opened in 2017 for the purposes payments directly for services provided to IOC under the Bruce Rhum
of the SP11 project, ceased all operational activities prior to Agreement. In October 2018, the U.S. Treasury Department’s Office
November 1, 2018 and will be closed and de-registered in 2019. of Foreign Asset Control (“OFAC”) granted a new conditional license
Since November 2018, Total Iran BV maintains a local representative to BP and Serica authorizing the provision of services to the Rhum
office in Tehran with a few employees, solely for non-operational field, following the reinstatement of U.S. secondary sanctions. The
functions. Concerning payments to Iranian entities in 2018, Total Iran principal condition of the OFAC license is that the Iranian
BV and Elf Petroleum Iran collectively made payments of government’s shareholding in IOC is transferred into a trust in order
approximately IRR 31.7 billion (approximately $300,000 (1)) to the that Iran may not derive any benefit from the Rhum field or exercise
Iranian administration for taxes and social security contributions any control while the U.S. secondary sanctions are in place. A Jersey
concerning the personnel of the aforementioned representative office based trust has been put in place with the trustee holding IOC’s
and residual obligations related to various prior risked service shares in the Rhum field. IOC’s interest is now managed by a new
contracts. In 2019, similar types of payments are to be made in independent management company established by the trust and
connection with maintaining the representative office in Tehran, albeit referred to as the “Rhum Management Company” (“RMC”) and where
in lower amounts. None of these payments has been or is expected necessary TEP UK liaises, and expects to continue doing so in 2019,
to be executed in U.S. dollars. with RMC in relation to the Bruce Rhum Agreement.
Furthermore, Total E&P UK Limited (“TEP UK”), a wholly-owned TEP UK is also party to an agreement with Serica whereby TEP UK
affiliate, holds a 1% interest in a joint venture for the Bruce field in the uses reasonable endeavors to evacuate Rhum NGL from the St
United Kingdom with Serica Energy (UK) Limited (“Serica”) (98%, Fergus Terminal (the “Rhum NGL Agreement”). TEP UK provides this
operator) and BP Exploration Operating Company Limited (“BP”) service – subject to Serica having title to all of the Rhum NGL to be
(1%), following the completion of the sale of 42.25% of TEP UK’s evacuated and Serica having a valid license from OFAC for the
interests in the Bruce field on November 30, 2018 pursuant to a sale activity – on a cost basis, but for which TEP UK charges a monthly
and purchase agreement dated August 2, 2018 between TEP UK handling fee that generates an income of approximately £35,000 per
and Serica. Upon the closing of the transaction on November 30, annum relating to IOC’s 50% stake in the Rhum field. After costs,
2018, all other prior joint venture partners also sold their interests in TEP UK realizes little profit from this arrangement.TEP UK expects to
the Bruce field to Serica (BP sold 36% retaining a 1% interest; BHP continue this activity in 2019.
Billiton Petroleum Great Britain Limited (“BHP”) sold their full 16%

(1) Converted using the average exchange rate for fiscal year 2018, as published by Bloomberg.

Registration Document 2018 TOTAL 83


3 RISKS AND CONTROL

Risk Factors

Following the acquisition of Maersk Oil in 2018, the undeveloped the government of Iran holds a 20% interest and which is supervised
Yeoman discovery is now wholly owned by the Group, under license by Iran’s Industrial Management Organization. This activity generated
P2158 granted to Maersk Oil North Sea UK Limited, recently renamed gross revenue of approximately €54,056 and net profit of
Total E&P North Sea UK Limited (“TEPNSUK”). Yeoman is situated approximately €8,108.
adjacent to the Pardis discovery in which IOC held an interest, which
Paulstra S.N.C., a wholly-owned affiliate of Hutchinson SA, obtained
it sold in October 2018. Prior to this divestment, non-legally binding
in 2017 an order from Iran Khodro to sell vehicular anti-vibration
technical and commercial discussions had taken place between
systems over a 5-year period. This activity did not generate any
TEPNSUK, IOC and the UK Government’s Oil and Gas Authority
gross revenue or net profit in 2018 because Paulstra did not delivery
during the first half of 2018 regarding a potential joint development of
any product to Iran Khodro. The order was terminated in 2018.
Yeoman and Pardis but no contractual arrangements were
Paulstra S.N.C. also sold oil seals in 2018 to Iran Khodro. This activity
implemented in connection with such discussions. Also prior to this
generated gross revenue of approximately €1,078,887 and net profit
divestement, other discussions had taken place between TEPNSUK
of approximately €161,833.
and IOC on an informal basis regarding a potential farm-in to Pardis
by Maersk Oil. Catelsa Caceres, a wholly-owned affiliate of Hutchinson Iberia, itself
wholly-owned by Hutchinson SA, sold sealing products to Iran
Lastly, TOTAL S.A. paid approximately €8,000 to Iranian authorities
Khodro in 2018. This activity generated gross revenue of
related to various patents (1) in 2018. Similar payments are expected
approximately €1,449 and net profit of approximately €217.
to be made in 2019 for such patents.
Hutchinson GMBH, a wholly-owned affiliate of Hutchinson SA, sold
b) Other business segments
hoses for automotive vehicles to Iran Khodro in 2018. This activity
In 2018, TOTAL S.A. paid fees of approximately €1,500 to Iranian
generated gross revenue for approximately €257,400 and net profit
authorities related to the maintenance and protection of trademarks
of approximately €38,610. The last shipments from Hutchinson and
and designs in Iran. Similar payments are expected to be made in
its affiliates to Iran Khodro were in August 2018 and last payments
2019.
were made in October 2018.
Trading & Shipping Hanwha Total Petrochemicals (“HTC”), a joint venture in which Total
Holdings UK Limited (a wholly-owned affiliate) holds a 50% interest
Following the suspension of applicable EU and U.S. economic
and Hanwha General Chemicals holds a 50% interest, purchased
sanctions in 2016, the Group commenced the purchase of Iranian
approximately 17 Mb of condensates from NIOC for approximately
hydrocarbons through its wholly-owned affiliate TOTSA TOTAL OIL
KRW 1,310 billion (approximately $1.2 billion) from January to July
TRADING SA (“TOTSA”). In 2018, the Group continued its trading
2018, then HTC stopped purchasing from NIOC. These condensates
activities with Iran via TOTSA, which purchased approximately 18 Mb
are used as raw material for certain of HTC’s steam crackers. HTC
of Iranian crude oil for nearly €1 billion pursuant to term contracts.
also chartered fifteen tankers of condensates with National Iranian
It is not possible to estimate the gross revenue and net profit related
Tanker Company (NITC), a subsidiary of NIOC, for approximately
to these purchases because the totality of this crude oil was used to
KRW 24 billion (approximately $22.3 million). In November 2018,
supply the Group’s refineries. In addition, in 2018, approximately
South Korea was granted a significant reduction exemption waiver
1 Mb of petroleum products were sold to entities with ties to the
(the “SRE waiver”) allowing it to import Iranian condensate from NIOC
government of Iran. These activities generated gross revenue of
for six months. For 2019, based on the SRE waiver, HTC is reviewing
nearly €43 million and a net profit of approximately €1 million. The
the feasibility to resume purchases from NIOC.
Group ceased these activities in June 2018.
Total Research & Technology Feluy (“TRTF”, a wholly-owned affiliate),
Gas, Renewables & Power Total Marketing & Services (“TMS”, a wholly-owned affiliate), and
Total Raffinage Chimie (“TRC”) paid in 2018 fees totaling
Saft Groupe S.A. (“Saft”), a wholly-owned affiliate, in 2018 sold
approximately €1,000 to Iranian authorities related to various patents.
signaling and backup battery systems for metros and railways as
Similar payments are expected to be made by TRTF and TRC in
well as products for the utilities and oil and gas sectors to companies
2019. TMS abandoned its patent rights in Iran in 2018, thus no
in Iran, including some having direct or indirect ties with the Iranian
payments are expected by TMS in 2019.
government. In 2018, this activity generated gross revenue of
approximately €2.5 million and net profit of approximately
Marketing & Services
€0.3 million. Saft ceased this activity in 2018. Saft also attended the
Iran Oil Show in 2018, where it discussed business opportunities Until December 2012, at which time it sold its entire interest, the
with Iranian customers, including those with direct or indirect ties Group held a 50% interest in the lubricants retail company Beh Tam
with the Iranian government. Saft ceased this activity in 2018. (formerly Beh Total) along with Behran Oil (50%), a company
controlled by entities with ties to the government of Iran. As part of
Total Eren, a company in which Total Eren Holding holds an interest
the sale of the Group’s interest in Beh Tam, TOTAL S.A. agreed to
of 68.76% (TOTAL S.A. owns 33.86% of Total Eren Holding), had
license the trademark “Total” to Beh Tam for an initial 3-year period
preliminary discussions during January to March 2018 for possible
(renewed for an additional 3 year period) for the sale by Beh Tam of
investments in renewable energy projects in Iran, including meetings
lubricants to domestic consumers in Iran. Royalty payments for 2014
with ministries of the Iranian government. These discussions and
were received by TOTAL S.A. during the first semester of 2018 in the
meetings ceased as of March 2018 and neither revenues nor profits
amount of approximately €730,000. There remain outstanding royalty
were recognized from this activity in 2018.
payments for 2015 through 2017 in favor of TOTAL S.A. This licensing
agreement was terminated in 2018. In addition, representatives of
Refining & Chemicals
Total Oil Asia-Pacific Pte Ltd, a wholly-owned affiliate, visited Behran
As of May 2018, Hutchinson SA and its affiliates no longer accepted Oil beginning 2018 regarding the potential purchase of 50% of the
orders from Iranian companies and ceased all activities, in general, share capital of Beh Tam. Discussions on this matter ended following
with Iran and all Iranian companies prior to August 6, 2018. the announcement of the re-imposition of U.S. secondary sanctions
on the oil industry.
Le Joint Français, a wholly-owned affiliate of Hutchinson SA, sold
vehicular O-ring seals in 2018 to Iran Khodro, a company in which

(1) Section 560.509 of the U.S. Iranian Transactions and Sanctions Regulations provides an authorization for certain transactions in connection with patent, trademark, copyright or other
intellectual property protection in the United States or Iran, including payments for such services and payments to persons in Iran directly connected to intellectual property rights, and
TOTAL believes that the activities related to the industrial property rights described in this point 3.1.9.2 are consistent with that authorization.

84 TOTAL Registration Document 2018


RISKS AND CONTROL

Legal and arbitration proceedings 3


Total Marketing Middle East FZE, a wholly-owned affiliate, sold Total Belgium, a wholly-owned affiliate, provided in 2018 fuel payment
lubricants to Beh Tam in 2018. The sale in 2018 of approximately cards to the Iranian embassy in Brussels (Belgium) for use in the
43 t of lubricants and special fluids generated gross revenue of Group’s service stations. In 2018, these activities generated gross
approximately AED 500,000 (approximately $136,000) and net profit revenue of approximately €11,000 and net profit of approximately
of approximately AED 260,000 (approximately $71,000) (1). The €4,000. The company expects to continue this activity in 2019.
company stopped all transactions with this customer as of August
2018. B) Syria
Total Marketing France (“TMF”), a company wholly-owned by TMS, Since early December 2011, TOTAL has ceased its activities that
provided in 2018 fuel payment cards to the Iranian embassy and contribute to oil and gas production in Syria and maintains a local
delegation to UNESCO in France for use in the Group’s service office solely for non-operational functions. In late 2014, the Group
stations. In 2018, these activities generated gross revenue of initiated a downsizing of its Damascus office and reduced its staff to
approximately €32,000 and net profit of approximately €5,000. a few employees. In 2018, TOTAL paid approximately €84,000 to
The company expects to continue this activity in 2019. the Syrian government as contributions for social security in relation
to the aforementioned personnel.
TMF also sold jet fuel in 2018 to Iran Air as part of its airplane refueling
activities in France. The sale of approximately 260 cubic meters of jet In addition, the Group paid fees related to various industrial property
fuel generated gross revenue of approximately €130,000 and net rights (patents, trademarks and designs) in 2018.
profit of approximately €570. The company stopped all transactions
with this customer prior to November 5, 2018.

3
3.2 Legal and arbitration proceedings
There are no governmental, legal or arbitration proceedings, including Grande Paroisse
any proceeding of which the Company is aware that are pending or
On September 21, 2001, an explosion occurred at the industrial site
threatened against the Company, that could have, or could have had
of Grande Paroisse (a former subsidiary of Atofina which became
during the last 12 months, a material impact on the Group’s financial
a subsidiary of Elf Aquitaine Fertilisants on December 31, 2004).
situation or profitability.
The explosion caused the death of 31 people, including 21 workers
Described below are the main administrative, legal and arbitration at the site, injured many others and caused significant damage on
proceedings in which the Company and the other entities of the the site and to property in the city of Toulouse.
Group are involved.
After many years, the investigating magistrate brought charges
against Grande Paroisse and the former Plant Manager before the
Alitalia
Toulouse Criminal Court. On November 19, 2009, this tribunal
In the Marketing & Services segment, a civil proceeding was initiated acquitted both the former Plant Manager and Grande Paroisse due
in Italy, in 2013, against TOTAL S.A. and its subsidiary Total Aviazione to the lack of reliable evidence for the explosion. The Court declared
Italia Srl before the competent Italian civil court. The plaintiff claims Grande Paroisse civilly liable for the damages caused by the explosion
against TOTAL S.A., its subsidiary and other third parties, damages to the victims in its capacity as custodian and operator of the plant.
that it estimates to be nearly €908 million. This proceeding follows
On September 24, 2012, the Court of Appeal of Toulouse convicted
practices that had been condemned by the Italian competition
Grande Paroisse and the former Plant Manager.
authority in 2006. The parties have exchanged preliminary findings
and a request for an expert opinion has been approved by the court. On January 13, 2015, the French Supreme Court (Cour de cassation)
The existence and the assessment of the alleged damages in this fully quashed the decision of September 24, 2012. The case was
procedure involving multiple defendants remain contested. referred back to the Court of Appeal of Paris, which, on October 31,
2017, convicted Grande Paroisse and the former Plant Manager.
FERC Both have decided to appeal this decision before the French Supreme
Court (Cour de cassation).
The Office of Enforcement of the U.S. Federal Energy Regulatory
Commission (FERC) began in 2015 an investigation in connection A compensation mechanism for victims was set up immediately
with the natural gas trading activities in the United States of Total following the explosion. €2.3 billion was paid for the compensation
Gas & Power North America, Inc. (TGPNA), a U.S. subsidiary of the of claims and related expenses amounts. A €10 million reserve
Group. The investigation covered transactions made by TGPNA remains booked in the Group’s Consolidated Financial Statements
between June 2009 and June 2012 on the natural gas market. as of December 31, 2018.
TGPNA received a Notice of Alleged Violations from FERC on
September 21, 2015. On April 28, 2016, FERC issued an order to Iran
show cause to TGPNA and two of its former employees, and to
In 2003, the Securities and Exchange Commission (SEC) followed
TOTAL S.A. and Total Gas & Power Ltd., regarding the same facts.
by the Department of Justice (DoJ) issued a formal order directing an
TGPNA contests the claims brought against it. A class action,
investigation against TOTAL, and other oil companies, for alleged
launched to seek damages from these three companies, was
violations of the Foreign Corrupt Practices Act (FCPA) and the
dismissed by a judgment of the U.S. District court of New York issued
Company’s accounting obligations in connection with the pursuit of
on March 15, 2017. The Court of Appeal upheld this judgment on
business in Iran in the 1990s.
May 4, 2018.

(1) Converted using the average exchange rate for fiscal year 2018, as published by Bloomberg.

Registration Document 2018 TOTAL 85


3 RISKS AND CONTROL

Internal control and risk management procedures

In late May 2013, and after several years of discussions, TOTAL individuals can defend themselves, TOTAL did not want to pursue
reached settlements with the U.S. authorities (a Deferred Prosecution the case. This decision is thus definitive.
Agreement with the DoJ and a Cease and Desist Order with the
SEC). These settlements, which put an end to these investigations, Italy
were concluded without admission of guilt and in exchange for TOTAL
As part of an investigation led by the Public Prosecutor of the Potenza
respecting a number of obligations, including the payment of a fine
Court in 2007, Total Italia and also certain Group employees were
and civil compensation for an aggregate amount of $398.2 million.
the subjects of an investigation related to alleged irregularities in
By virtue of these settlements, TOTAL also accepted the appointment
connection with the purchase of lands and the award of calls for
of an independent compliance monitor to review the Group’s
tenders in relation to the preparation and development of an oil field
compliance program and to recommend possible improvements.
located in the south of Italy.
In July 2016, the monitor submitted his third and final report, in which
Pursuant to a judgment issued on April 4, 2016, the Potenza Criminal
he certified that TOTAL had devised and implemented an appropriate
Court found four employees to be guilty of corruption, with two of
compliance program. As a result of this certification, the U.S.
these employees also being found guilty of misappropriation in
authorities, after having reviewed the monitor’s report, concluded
connection with the purchase of land. The procedure with respect to
that TOTAL had fulfilled all of its obligations, thus bringing an end to
Total Italia was sent back to the public prosecutor due to the
the monitoring process. As a result, a Court in the State of Virginia
imprecision of the terms of prosecution. The four employees decided
granted a motion to dismiss on November 9, 2016, thereby
to challenge the judgment before the Court of Appeal.
terminating the procedure directed at the Company, which can no
longer be pursued in the United States for these same facts. Pursuant to a definitive judgment issued on February 20, 2018 the
Court of Appeal of Potenza recorded the termination of the
With respect to the same facts, TOTAL was placed under formal
proceedings directed towards the four employees prosecuted for
investigation in France in 2012. In October 2014, the investigating
corruption because of the expiration of the statute of limitation.
magistrate decided to refer the case to trial. Pursuant to a judgment
issued on December 21, 2018, the Paris Criminal Court convicted Pursuant to a judgment issued on July 17, 2018, the Court of Appeal
TOTAL of corruption of foreign official and ordered the Company to of Potenza acquitted two of the Group’s employees prosecuted for
pay a €500,000 fine. Given the specific circumstances of this case, misappropriation. The public prosecutor and a civil party (plaintiff)
which has been already judged in the U.S. and in which none of the have decided to appeal this decision.

3.3 Internal control and risk management


procedures
The following information was prepared with the support of several Internal Control, Legal and Finance Divisions. It was examined by the
functional divisions of the Company, and in particular the Audit & Audit Committee, then approved by the Board of Directors.

3.3.1 Fundamental elements of the internal control and risk management


systems

The Group is structured around its business segments, to which the The Group’s internal control and risk management systems are
Group’s operational entities report. The business segments’ therefore based on the five components of this framework: control
management are responsible, within their area of responsibility, for environment, risk assessment, control activities, monitoring, and
ensuring that operations are carried out in accordance with the information and communication.
strategic objectives defined by the Board of Directors and General
The Group’s risk management system draws on the main international
Management. The functional divisions at the Holding level help
standards (COSO Enterprise Risk Management integrated framework,
General Management define norms and standards, oversee their
ISO 31000: 2018 – Risk management) as well as on French
application and monitor activities. They also lend their expertise to
standards (Reference framework of the French Financial Markets
the operational divisions.
Authority). The internal Risk Management, Internal Control and Audit
The Group’s internal control and risk management systems are Charter forms the common framework on which the Group relies to
structured around a three-level organization – Holding level, business ensure control of its activities.
segments, operational entities – where each level is directly involved
The Group’s internal control and risk management systems cover
and accountable in line with the level of delegation determined by
the processes of the fully consolidated entities. Regarding
General Management.
acquisitions, the Group’s control environment is implemented in the
General Management constantly strives to maintain an efficient acquired entities after a critical analysis of their own systems.
internal control system, based on the framework of the Committee
The principles of control fit into the framework of the rules of corporate
of Sponsoring Organizations of the Treadway Commission (COSO).
governance. In particular, these rules task the Board of Directors’
In this framework, internal control is a process intended to provide
Audit Committee with monitoring the efficiency of the internal control
reasonable assurance that the objectives related to operations,
and risk management systems, and of the internal audit performed
reporting and compliance with applicable laws and regulations are
to assess the risk management systems at all levels of the
achieved. As for any internal control system, it cannot provide an
organization and make recommendations for their improvement. The
absolute guarantee that all risks are completely controlled or
Audit Committee also monitors the process of producing accounting
eliminated.
and financial information, in order to guarantee its integrity.
The COSO framework is considered equivalent to the reference
Approximately 400 employees monitor the internal control systems
framework of the French Financial Markets Authority (Autorité des
within the Group. The assessment of the internal control and risk
marchés financiers). The Group has also chosen to rely on this
management system is mainly overseen by the Audit & Internal
framework as part of its obligations under the Sarbanes-Oxley Act.
Control Division.

86 TOTAL Registration Document 2018


RISKS AND CONTROL

Internal control and risk management procedures 3


3.3.2 Control environment

Integrity and ethics – Framework The Group’s Audit & Internal Control Division pursues a continual
process aimed at strengthening the assessment of the role and
TOTAL’s control environment is based primarily on its Code of
involvement of all employees in terms of internal control. Training
Conduct, which spells out the Group’s values, two of which are core
initiatives tailored to the various stakeholders involved in the internal
values: Safety and Respect for Each Other, the latter being reflected
control process are regularly launched within the Group.
in the areas of integrity (fraud and corruption), respect for human
rights as well as environment and health. The principles of the Code
Control activities and assessment
of Conduct are set forth in a number of guides, such as the Business
Integrity Guide and the Human Rights Guide. These documents are Any activity, process or management system may be the subject of
distributed to employees and are available on the intranet. They also an internal audit conducted by Group Audit, in accordance with the
set out the rules of individual behavior expected of all employees in international internal audit framework of internal audits and its Code
the countries where the Group is present. Similarly, a Financial Code of Conduct. The Group’s Audit & Internal Control Division also
of Ethics sets forth the obligations applicable to the Chairman and conducts joint audits with third parties and provides assistance
Chief Executive Officer, the Chief Financial Officer, the Vice President (advice, analysis, input regarding methodology). The audit plan, which
of the Corporate Accounting Division and the financial and accounting is based on an analysis of the risks and risk management systems, is
officers of the principal Group activities. submitted annually to the Executive Committee and the Audit
Committee. The Group’s Audit & Internal Control Division employs
As a priority of General Management, the Group deploys an integrity
policy and compliance programs, in particular for the prevention of
75 people and conducted about 150 internal audit missions in 2018. 3
corruption, fraud and competition law infringement. These programs The Group regularly examines and assesses the design and
include reporting and control actions (review and audit missions). effectiveness of the key operational, financial and information
Ethical assessments are also conducted (refer to point 5.7 of chapter technology controls related to internal control over financial reporting,
5). In these areas, the Group relies on the Compliance network, the in compliance with the Sarbanes-Oxley Act. In 2018, this assessment
Ethics officers’ network and the Ethics Committee, the role of which was performed with the assistance of the Group’s main entities and
is to listen and provide assistance. Audit & Internal Control Division. The system covers:
TOTAL has a framework of Group standards that is completed by a — the most significant entities, which assess the key operational
series of practical recommendations and feedback. Like the Group’s controls of their significant processes and respond to a Group
organization, this framework has a three-level structure: a Group questionnaire for assessing the internal control framework; and
level, frameworks for each business segment, and a specific
— other less significant entities, which respond only to the Group
framework for each significant operational entity.
questionnaire for assessing the internal control system.
Governance, authorities and responsibilities These two categories of entities, which include the central functions
of the business segments and the corporate, account for
The Board of Directors, with the support of its Committees, ensures
approximately 80% and 10%, respectively, of the financial aggregates
that the internal control functions are operating properly. The Audit
in the Group’s Consolidated Financial Statements.
Committee ensures that General Management implements internal
control and risk management procedures based on the risks Direct Énergie, Quadran and Global LNG, entities acquired in 2018,
identified, such that the Group’s objectives are achieved. are excluded from the scope of the assessment and conclusion on
the effectiveness of internal control over financial reporting. These
General Management ensures that the organizational structure and
three entities represented respectively 1.34%, 0.50% and 2.15% of
reporting lines plan, execute, control and periodically assess the
the Group’s consolidated balance sheet as of December 31, 2018 and
Group’s activities. It regularly reviews the relevance of the
0.34%, 0.04% and 0.07% of the Group’s 2018 consolidated sales.
organizational structures so as to be able to adapt them quickly to
changes in the activities and in the environment in which they are The statutory auditors also review the internal controls that they deem
carried out. necessary as part of their certification of the financial statements.
Pursuant to American regulations, they reviewed in 2018 the
The business segments and operational entities’ General
implementation of the Group’s internal control framework and the
management are responsible for the internal control and risk
design and effectiveness of key internal controls in its main entities
management system within their scope of responsibility.
regarding financial reporting. Based on their review, the statutory
The Group has also defined central responsibilities that cover the auditors stated that they had no remarks on the information presented
three lines of internal control: (1) operational management, which is on internal control and risk management procedures.
responsible for implementing internal control, (2) support functions
The reports on the work performed by the Group Audit and statutory
(such as Finance, Legal, Human Resources, etc.), which prescribe
auditors are periodically summarized and presented to the Audit
the internal control systems, verify their implementation and
Committee and, thereby, to the Board of Directors. The Senior Vice
effectiveness and assist operational employees, and (3) internal
President, Audit & Internal Control attended all Audit Committee
auditors who, through their internal control reports, provide
meetings held in 2018. The Audit Committee also meets with the
recommendations to improve the effectiveness of the system.
statutory auditors at least once a year without any Company
An accountability system is defined and formalized at all levels of the representatives present.
organization, through organization notes, organization charts,
If areas of improvement are identified by these internal audits and
appointment notes, job descriptions and delegations of powers. Each
operational controls, then corrective action plans are drawn up and
business segment has established, in accordance with the Group’s
shared with operational management, who, along with the Group’s
instructions, clear rules applicable to its own scope.
Audit & Internal Control Division, monitor their implementation closely.
Based on the internal reviews, General Management has reasonable
assurance of the effectiveness of the Group’s internal control.

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3.3.3 Risk assessment and management

3.3.3.1 General principles The work of the GRMC is led by the Audit & Internal Control Division,
which assists contributors in preparing the presentations and acts as
To implement its strategy, General Management ensures that clear
the committee’s secretary. In this capacity, the Audit & Internal Control
and precise objectives are defined at the various levels of the
Division reports regularly on the work of the GRMC to the Executive
organization with regard to operations, reporting and compliance.
Committee, and once a year to the Audit Committee in the presence
Operational objectives focus on the definition and efficient use of of the Group’s Chief Financial Officer who chairs the GRMC.
human, financial and technical resources. In particular, they are
defined during the budgetary processes and in the long-term plan, The Risk Committee (CORISK)
and are regularly monitored as part of the self-assessment process.
The Risk Committee is chaired by a member of the Executive
The monitoring of operational objectives (financial and non-financial) Committee (Senior Vice President of Strategy & Innovation or Chief
helps in decision-making and monitoring the performance of activities Financial Officer). It is made up of representatives from the corporate
at each level of the organization. Strategy & Climate, Finance, Legal, Insurance and HSE divisions.
The Group implements a risk-management system that is an essential The Risk Committee meets on the same schedule as the Executive
factor in the deployment of its strategy, based on responsible Committee. Any project submitted to the Executive Committee (and
risk-taking. therefore giving rise to a financial commitment that exceeds certain
thresholds) is first presented to the Risk Committee by the relevant
This system relies on a continuous process of identifying and
operational division.
analyzing risks in order to determine those that could prevent the
achievment of TOTAL’s goals. Following the review by the Risk Committee of the risks associated
with the project submitted, the Strategy & Climate Division sends the
The Executive Committee, with the assistance of the Group Risk
Executive Committee a memorandum stating its opinion in light of
Management Committee (GRMC), is responsible for identifying and
the Risk Committee’s comments.
analyzing internal and external risks that could impact the
achievement of the Group’s objectives. The main responsibilities of
The Audit & Internal Control Division
the GRMC include ensuring that the Group has a map of the risks to
which it is exposed and that suitable risk management systems are The Risk Team of the Audit & Internal Control Division is responsible
in place. The GRMC’s work focuses on continuously improving risk for producing and continuously updating the Group’s risk map.
awareness and the risk management systems. To this end, it uses all of the risk-mapping work carried out across
the Group, in the business segments and in the functional divisions,
Risk mapping, which has been carried out since the 2000s, is a
the results of all audits and internal control activities, the action plans
dynamic process that has taken shape over the years. The Group’s
resulting from this work and the monitoring of their implementation,
risk map feeds the audit plan, which is based on an analysis of the
structured feedback, benchmarks and other external information
risks and the risk management systems, and the work of the GRMC.
sources, regular interviews with the Group’s executive officers, and
The GRMC relies on the work carried out by the business segments all information gathered during GRMC meetings and the preparation
and functional divisions, which concurrently establish their own risk for these meetings.
mapping. The business segments are responsible for defining and
The Audit & Internal Control Division reports regularly on its work
implementing a risk management policy suited to their specific
related to the Group’s risk map to the Executive Committee, which
activities. However, the handling of certain transverse risks is more
are presented annually to the Audit Committee.
closely coordinated by the respective functional divisions.
Regarding commitments, General Management exercises operational 3.3.3.3 Systems in place
control over TOTAL’s activities through the Executive Committee’s
Risk management systems are implemented in the operational and
approval of investments and expenses that exceed defined
financial fields as well as in information systems and protection of
thresholds. The Risk Committee (CORISK) is tasked with reviewing
intellectual assets. Specific systems are deployed to prevent risks
these projects in advance, and in particular, with verifying the analysis
related to ethics and non-compliance. The main risk management
of the various associated risks.
systems covering health, safety, industrial security, the environment
and the prevention of corruption are presented in the statement of
3.3.3.2 Implementation of the organizational
non-financial performance (chapter 5).
framework
Financial risks
The Group Risk Management Committee (GRMC)
The management and conditions of use of financial instruments are
The GRMC is chaired by a member of the Executive Committee, the
governed by strict rules that are defined by the Group’s General
Group’s Chief Financial Officer, and includes the Senior Vice
Management, and which provide for centralization by the Treasury
Presidents of the corporate functions, together with the chief
Division of liquidity, interest and exchange rate positions, management
administrative officers or chief financial officers of the business
of financial instruments and access to capital markets. The Group’s
segments. The Group’s Chief Financial Officer attends all meetings
financing policy consists of incurring long-term debt at a floating rate
of the Board of Directors’ Audit Committee, thus strengthening the
or at a fixed rate, depending on the Group’s general corporate needs,
link between the GRMC and the Audit Committee.
and interest rates. Debt is incurred mainly in dollars or euros.
The GRMC meets six times a year. At each meeting, the participants
The Group’s cash balances, which mainly consist of dollars and
share any potential risks they have identified and presentations are
euros, are managed to maintain liquidity based on daily interest rates
given on one or more risk-related topics, during which the members
in the given currency. Maximum amounts are set for transactions
of the GRMC are invited to cast a critical eye over the subject,
exceeding one month, with placements not to exceed 12 months.
question the work done and, if applicable, provide additional
TOTAL S.A. also has committed credit facilities granted by international
information or clarification in order to enhance the understanding of
banks. These credit facilities, along with the Group’s net cash position,
the risk and improve the risk management systems. The GRMC can
allow it to continually maintain a high level of liquidity in accordance
request that actions be taken.
with targets set by General Management.

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In terms of counterparty risk in financial transactions, the Group Ethical misconduct and non-compliance risks
adheres to a cautious policy, and only makes commitments with
Fraud prevention
institutions featuring a high degree of financial soundness, as based
on a multi-criteria analysis. An overall credit limit is set for each The Group deploys an anti-fraud and fraud-prevention program and
authorized financial counterparty and allocated among the subsidiaries has implemented a range of procedures and programs that help to
and the Group’s central treasury entities according to their needs. In prevent and detect different types of fraud. This effort is supported
addition, to reduce market value risk on its commitments, the by the business principles and values of individual behavior described
Treasury Division has entered into margin call contracts with its in the Group’s Code of Conduct and other standards applied by the
counterparties. In addition, since December 21, 2018, pursuant to Group’s business segments.
Regulation (EU) No. 648/2012 on OTC derivatives, central
The Group has issued a directive for handling incidents of fraud that
counterparties and trade repositories (EMIR), some of the interest
has been widely distributed to employees, and has created an alert
rate swaps entered into by the Group are now being centrally cleared.
system that employees can use to report acts including those that
The Group seeks to minimize its currency exposure, on the one may constitute fraud.
hand, by financing its long-term assets in the functional currency of
An anti-fraud compliance program has been deployed since 2015,
the entity to which they belong and, on the other hand, by
including e-learning modules for all Group employees, a Guide to the
systematically hedging the currency exposure generated by
“Prevention and the fight against fraud”, a map of the risks of fraud in
commercial activity. These risks are managed centrally by the Treasury
the Group, a guide to the types of risk of fraud that includes descriptions
Division, which operates within a set of limits defined by General
of the main risks and was published in 2016, and campaigns to raise
Management.
awareness of the major risks of fraud, launched at the end of 2016
The policy for managing risks related to financing and cash and 2018. This program is deployed by the network of fraud risk 3
management activities, as well as the Group’s currency exposure coordinators in the business segments and operational entities.
and interest rate risks, are described in detail in Note 15 to the The role of coordinator is usually performed by the Compliance
Consolidated Financial Statements (point 8.7 of chapter 8). Officer. Fraud risk analyses are also carried out in the subsidiaries.
For information on prevention of corruption, refer to point 5.8.1 of
Risks related to information systems
chapter 5.
In order to maintain information systems that are appropriate to the
Prevention of competition law infringement
organization’s needs and limit the risks associated with information
systems and their data, TOTAL’s IT Division has developed and A Group policy aimed at ensuring compliance with, and preventing
distributed governance and security rules that describe the infringement of, competition law has been in place since 2014 and is
recommended infrastructure, organization and procedures. These a follow-up to the various measures previously implemented by the
rules are implemented across the Group under the responsibility of business segments. Its deployment is based, in particular, on
the various business segments. To address cyber threats, the Group management and staff involvement, training courses that include an
conducts specific risk analyses permitting to define and put in place e-learning module, and an appropriate organization.
appropriate security controls concerning information systems.
Prevention of conflicts of interest and market abuse
The Group has also developed control activities at various levels of
To prevent conflicts of interest, each of the Group’s senior executives
the organization relating to areas where information systems cover
completes an annual statement declaring any conflicts of interest to
all or part of the processes. Information Technology General Controls
which they may be subject. By completing this declaration, each
aim to guarantee that information systems function and are available
senior executive also agrees to report to their supervisor any conflict
as required, and that data integrity and confidentiality are also ensured
of interest that he or she has had, or of which he or she is aware in
and changes controlled.
performing his or her duties. An internal rule named “Conflicts of
Information Technology Automated Controls aim to ensure the Interests” reminds all employees of their obligation to report to their
integrity and confidentiality of data generated or supported by supervisor any situation that might give rise to a conflict of interests.
business applications, particularly those that impact financial flows.
The Group implements a policy to prevent market abuse linked to
The outsourcing of some components of the Group’s IT infrastructure trading on the financial markets that is based, in particular, on internal
to service providers poses specific risks and requires the selection ethics rules that are updated on a regular basis and distributed.
and development of additional controls of the completeness, In addition, the Group’s senior executives and certain employees, in
accuracy and validity of the information supplied and received from light of their positions, are asked to refrain from carrying out any
such service providers. Accordingly, to ensure continuous transactions, including hedging transactions, on TOTAL shares or
improvement, the Group assesses whether suitable controls are ADRs and in collective investment plans (FCPE) invested primarily in
implemented by the service providers concerned and identifies the TOTAL shares (as well as derivatives related to such shares) on the
controls necessary within its own organization to maintain these risks day on which the Company discloses its periodic results publications
at an acceptable level. (quarterly, interim and annual), as well as during the 30 calendar-day
period preceding such date. An annual campaign specifies the
Furthermore, faced with rising legal and security-related risks, the
applicable blackout periods.
Group deploys policies to retain documents and to protect personal
data and the security of its information assets. The Group has also
Prevention of risks of non-compliance with international
employed an Operational Security Center to detect and analyze IT
economic sanctions regimes
system security events.
The Group’s activities in relation to sanctioned countries (refer to
point 3.1.9 of this chapter) are subject to an analysis of compliance
with the various applicable economic sanctions regimes. With respect
to Iran and until the withdrawal of the Group’s business operations
from this country on October 29, 2018, a specific compliance
program was put in place. In-depth investigations, carried out by
specialized service providers, were conducted on the Group’s
stakeholders in Iran, in order to identify possible links with companies
or persons listed under international sanctions (Specially Designated

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Internal control and risk management procedures

Nationals and Blocked Persons Lists, List of Frozen Assets of the EU with the Group’s industrial and commercial strategy. The Group has
and the UN, etc.). U.S. persons (1) were also excluded from any a policy of filing and maintaining patents, it monitors technological
transactions related to Iran. An Iran compliance coordinator, developments in terms of freedom of use, and it takes, when
appointed in 2016, liaised with the compliance teams of the relevant necessary, all appropriate measures to ensure the protection of its
business segments and the Holding in order to ensure compliance rights.
of the Group’s activities with applicable laws and regulations.
In addition, since some of its employees have access to confidential
documents while performing their duties, TOTAL has adopted internal
Risks related to the protection of intellectual assets
rules concerning the management of confidential information.
To mitigate the risks of third parties infringing its intellectual property The Group’s intellectual property specialists also carry out
and the leak of know-how, TOTAL protects its rights under research awareness-raising activities with Group employees, so that they are
partnership agreements negotiated by the Group’s intellectual better informed about restrictions that may apply to the use of
property specialists, the terms and conditions of which are consistent information and data.

3.3.4 Main characteristics of the internal control and risk management


procedures relating to the preparation and processing of accounting and
financial information

Accounting and financial internal control covers the processes that supervised by the Budget & Financial Control Division. This
produce accounting and financial data, and mainly the financial department also produces the monthly control panel, the budget
statements processes and the processes to produce and publish and the long-term plan for the Group.
accounting and financial information. The internal control system
The Treasury Division implements the financial policy, and in particular
aims to:
the processing and centralization of cash flows, the debt and liquidity
— conserve the Group’s assets; investment policy and the coverage of currency exposure and interest
rate risks.
— comply with accounting regulations, and properly apply standards
and methods to the production of financial information; and The Information Systems Division makes decisions on the choice of
software suited to the Group’s accounting and financial requirements.
— guarantee the reliability of accounting and financial information
These information systems are subject to works to reinforce the task
by controlling the production of accounting and financial
separation system and to improve the control of access rights. Tools
information and its consistency with the information used to
are available to make sure that access rights comply with the Group’s
produce the control panels at every appropriate level of the
rules in this area.
organization.
At Group level, the Finance Division, which includes the Accounting Consolidated Financial Statements process
Division, the Budget & Financial Control Division and the Tax Division,
The Accounting Division, which reports to the Finance Division,
is responsible for the production and processing of accounting and
prepares the Group’s quarterly Consolidated Financial Statements
financial information. The scope of the internal control procedures
according to IFRS standards, on the basis of the consolidated
relating to the production and processing of financial and accounting
reporting packages prepared by the entities concerned.
information includes the parent company (TOTAL S.A.), and all fully
The Consolidated Financial Statements are examined by the Audit
consolidated entities or entities whose assets are under joint control.
Committee, then approved by the Board of Directors.
Refer to point 4.1.2.3 of chapter 4 for a description of the role and
The main factors in the preparation of the Consolidated Financial
the missions of the Audit Committee. These missions are defined by
Statements are as follows:
Directive 2014/56/EU and regulation (EU) n° 537/2014 pertaining to
the legal control of accounts. — the processes feeding the individual accounts used to prepare
the reporting packages for consolidation purposes are subject
3.3.4.1 Production of accounting and financial to validation, authorization and booking rules;
information
— the consistency and reliability of the accounting and control data
are validated for each consolidated entity and at each appropriate
Organization of the Financial and Information Systems function
level of the organization;
Dedicated teams implement the accounting and financial processes
— a consolidation tool, supervised by the Accounting Division, is
in the areas of consolidation, tax, budget and management control,
used by each consolidated entity and the Group. It guarantees
financing, cash positions and information systems. The entities,
the consistency and reliability of the data at each appropriate
business segments and General Management are respectively
level of the organization;
responsible for accounting activities.
— a consolidation reporting package from each entity concerned is
The Accounting Division, which is part of the Finance Division, is
sent directly to the Accounting Division. It is used to optimize the
responsible for drawing up the Consolidated Financial Statements
transmission and the completeness of the information;
and manages the Group’s network of accounting teams.
— a corpus of accounting rules and methods is formally defined.
The tax function, made up of a network of tax experts in the Holding,
Its application is compulsory for all the consolidated entities
the business segments and the entities, monitors changes in local
in order to provide uniform and reliable financial information. This
and international rules. It oversees the implementation of the Group’s
framework is built according to IFRS accounting standards. The
tax policy.
Accounting Division centrally distributes this framework through
Management control contributes to the reinforcement of the internal regular and formal communication with the business segment
control system at every level of the organization. The network of managers, formal procedures and a Financial Reporting Manual
management controllers in the entities and the business segments is that is regularly updated. In particular, it specifies the procedures

(1) “U.S. person” means any U.S. citizen and permanent resident alien wherever he/she is in the world, entity organized under the laws of the United States or any jurisdiction within the
United States, including foreign branches, or any person or entity located in the United States.

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for the booking, identification and valuation of off-balance sheet by Exploration & Production’s general management and then
commitments; validated by the Group’s General Management. They are also
presented to the Audit Committee each year.
— new accounting standards under preparation and changes to
the existing framework are monitored in order to assess and The internal control process related to estimating reserves is
anticipate their impacts on the Consolidated Financial formalized in a special procedure described in detail in point 2.1.3 of
Statements; chapter 2. The reserves evaluation and the related internal control
processes are audited periodically.
— an accounts plan used by all the consolidated entities is formally
set forth in the Financial Reporting Manual, specifying the content The strategic outlook published by the Group is prepared, in
of each account and the procedures for the preparation of the particular, according to the long-term plans drawn up at the business
reporting packages for consolidation purposes; segment and Group levels, and on the work carried out at each
relevant level of the organization. The Board of Directors reviews the
— the account closing process is supervised and is based mainly
strategic outlook each year.
on the formalization of economic assumptions, judgments and
estimates, treatment of complex accounting transactions and
3.3.4.2 Publication of accounting and financial
compliance with established timetables announced through
information
Group instructions disclosed to each entity;
Significant information about the Group is published externally
— in particular, the process applicable to the preparation of the
according to formal internal procedures. These procedures aim to
accounts of the acquired entities are reviewed and, where
guarantee the quality and fair presentation of the information intended
appropriate, amended to integrate them into those applicable to
the preparation of the Consolidated Financial Statements.
for the financial markets, and its timely publication. 3
Furthermore, the booking in the accounts of the purchase price The Disclosure Committee (CCIP), chaired by the Chief Financial
allocation of each of these entities is based on assumptions, Officer, ensures, in particular, the respect of these procedures.
estimates and judgments in line with the Group’s business model; It meets before TOTAL’s financial results press releases, strategic
presentations and annual reports are submitted to the Audit
— off-balance sheet commitments, which are valued according to
Committee and the Board of Directors.
the Financial Reporting Manual are reported on a quarterly basis
to the Audit Committee. A calendar of the publication of financial information is published and
made available to investors on the Group’s web site (refer to point
Processing of accounting and financial information 6.6 of chapter 6). With the help of the Legal Division, Investor
Relations ensures that all publications are made on time and in
Internal control of accounting information is mainly focused around
accordance with the principle of equal access to information between
the following areas:
shareholders.
— a monthly financial report is formalized by Group and business
segment control panels. This report and the Consolidated Assessment of the system for the internal control of accounting
Financial Statements use the same framework and standards. In and financial information
addition, the quarterly closing schedule is the same for preparing
The Group’s General Management is responsible for implementing
the Consolidated Financial Statements and financial reporting;
and assessing the internal control system for financial and accounting
— a detailed analysis of differences as part of the quarterly disclosure. In this context, the implementation of the Group’s internal
reconciliation between the Consolidated Financial Statements control framework, based on the various components of the COSO
and financial reporting is supervised by the Accounting and framework, is assessed internally at regular intervals within the
Budget & Financial Control Divisions, which are part of the Group’s main entities.
Finance Division;
Pursuant to the requirements introduced by Section 302 of the
— a detailed analysis of differences between actual amounts and Sarbanes-Oxley Act, the Chairman and Chief Executive Officer and
the yearly budget established on a monthly basis is conducted the Chief Financial Officer of the Company have conducted, with the
at each level of the organization. The various monthly indicators assistance of members of certain divisions of the Group (in particular
are used to continually and uniformly monitor the performances Legal, Audit & Internal Control and Corporate Communications), an
of each of the entities, business segments and of the Group, evaluation of the effectiveness of the internal disclosure controls and
and to make sure that they are in keeping with the objectives; procedures, over the period covered by the annual report on Form
20-F. For fiscal year 2018, the Chairman and Chief Executive Officer
— an annual reconciliation between the parent company financial
and the Chief Financial Officer concluded that the disclosure controls
statements and the financial statements based on IFRS
and procedures were effective.
standards is performed by entity;
In addition, a specific process is in place for reporting any information
— periodic controls are designed to ensure the reliability of
related to the Group’s accounting procedures, internal control and
accounting information and mainly concern the processes for
auditing. This process is available to any shareholder, employee or
preparing aggregated financial items;
third party.
— a regular process for the signature of representation letters is
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
deployed at each level of the organization;
— an annual control system of the accounts of equity affiliates
based on a questionnaire completed by each entity concerned.
This system is integrated into the Group’s internal control
framework; and
— the Disclosure Committee (CCIP) ensures the respect of the
procedures in place.
Other significant financial information is produced according to strict
internal control procedures.
Proved oil and gas reserves are evaluated annually by the relevant
entities. They are reviewed by the Reserves Committees, approved

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Insurance and risk management

3.4 Insurance and risk management


3.4.1 Organization

TOTAL has its own reinsurance company, Omnium Reinsurance At the same time, ORC negotiates a reinsurance program at the
Company (ORC). ORC is integrated within the Group’s insurance Group level with oil industry mutual insurance companies and
management and is used as a centralized global operations tool for commercial reinsurance markets. ORC allows the Group to better
covering the Group companies’ insurable risks. It allows the Group’s manage price variations in the insurance market by taking on a
worldwide insurance program to be implemented in compliance with greater or lesser amount of risk corresponding to the price trends in
the specific requirements of local regulations applicable in the the insurance market.
countries where the Group operates.
In 2018, the net amount of risk retained by ORC after reinsurance
Some countries may require the purchase of insurance from a local was, on the one hand, a maximum of $100 million per onshore or
insurance company. If the local insurer agrees to cover the subsidiary offshore third-party liability insurance claim and, on the other hand,
of the Group in compliance with its worldwide insurance program, $125 million per property damage and/or business interruption
ORC negotiates a retrocession of the covered risks from the local insurance claim. Accordingly, in the event of any loss giving rise to an
insurer. As a result, ORC enters into reinsurance contracts with the aggregate insurance claim, the effect on ORC would be limited to its
subsidiaries’ local insurance companies, which transfer most of the maximum retention of $225 million per occurrence.
risk to ORC.

3.4.2 Risk and insurance management policy

In this context, the Group risk and insurance management policy is — help implement measures to limit the probability that a
to work with the relevant internal department of each subsidiary to: catastrophic event occurs and the financial consequences if such
event should occur; and
— define scenarios of major disaster risks (estimated maximum
loss); — manage the level of financial risk from such events to be either
covered internally by the Group or transferred to the insurance
— assess the potential financial impact on the Group should a
market.
catastrophic event occur;

3.4.3 Insurance policy

The Group has worldwide property insurance and third-party liability Deductibles for property damage and third-party liability fluctuate
coverage for all its subsidiaries. These programs are contracted with between €0.1 and €10 million depending on the level of risk and
first-class insurers (or reinsurers and oil and gas industry mutual liability, and are borne by the relevant subsidiaries. For business
insurance companies through ORC). interruption, coverage is triggered 60 days after the occurrence giving
rise to the interruption. In addition, the main refineries and
The amounts insured depend on the financial risks defined in the
petrochemical plants bear a combined retention for property damage
disaster scenarios and the coverage terms offered by the market
and business interruption of $75 million per insurance claim.
(available capacities and price conditions).
Other insurance contracts are bought by the Group in addition to
More specifically for:
property damage and third-party liability coverage, mainly in
— third-party liability: because the maximum financial risk cannot connection with car fleets, credit insurance and employee benefits.
be evaluated by a systematic approach, the amounts insured These risks are mostly underwritten by outside insurance companies.
are based on market conditions and oil and gas industry practice.
The above-described policy is provided as an example of a situation
In 2018, the Group’s third-party liability insurance for any
as of a given date and cannot be considered as representative of
third-party liability (including potential accidental environmental
future conditions. The Group’s insurance policy may be changed at
liabilities) was capped at $900 million (onshore) and $850 million
any time depending on market conditions, specific circumstances
(offshore). In addition, the Group adopts, where appropriate, the
and General Management’s assessment of the risks incurred and
necessary means to manage the compensation of victims in the
the adequacy of their coverage.
event of an industrial accident for which it is liable; and
TOTAL believes that its insurance coverage is in line with industry
— property damage and business interruption: the amounts insured
practice and sufficient to cover normal risks in its operations.
vary by sector and by site and are based on the estimated cost
However, the Group is not insured against all potential risks. In the
and scenarios of reconstruction under maximum loss situations
event of a major environmental disaster, for example, TOTAL’s liability
and on insurance market conditions. The Group subscribed for
may exceed the maximum coverage provided by its third-party liability
business interruption coverage in 2018 for its main refining and
insurance. The loss TOTAL could suffer in the event of such disaster
petrochemical sites.
would depend on all the facts and circumstances of the event and
For example, for the Group’s highest risks (its North Sea platforms would be subject to a whole range of uncertainties, including legal
and main refineries or petrochemical plants), in 2018 the insurance uncertainty as to the scope of liability for consequential damages,
limit for the Group’s share of the installations was approximately which may include economic damage not directly connected to the
$2 billion for the Refining & Chemicals segment and approximately disaster. The Group cannot guarantee that it will not suffer any
$2.25 billion for the Exploration & Production segment. uninsured loss, and there can be no guarantee, particularly in the
event of a major environmental disaster or industrial accident, that
such loss would not have a material adverse effect on the Group.

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3.5 Vigilance Plan
3.5.1 Introduction

3.5.1.1 Background and Group commitments The Vigilance Plan sets out the rules and measures which, as part of
risk management systems, enable the Group to identify and prevent
In accordance with Article L. 225-102-4 of the French Commercial
actual or potential severe impacts related to its Activities and to
Code, the vigilance plan (hereafter referred to as the “Vigilance Plan”)
mitigate their effects thereof, as the case may be. It does not
aims to set out the reasonable measures of vigilance put in place
guarantee that the risks identified will not materialize. It reflects the
within the Group in order to identify the risks and prevent severe
responsible purchasing principles applicable to relationships with
impacts on human rights and fundamental freedoms, human health
Suppliers, but is not aimed at replacing the measures in place at
and safety and the environment resulting from the activities of the
those Suppliers.
Company and those of the companies it controls as defined in point
II of Article L. 233-16 of the French Commercial Code, directly or Finally, the Vigilance Plan covers the risks set forth under Article
indirectly, as well as the activities of subcontractors or suppliers with L. 225-102-4 of the French Commercial Code.
which it has an established commercial relationship, where such
activities are linked to this relationship. 3.5.1.3 Dialogue with stakeholders 3
TOTAL operates in over 130 countries in a variety of complex TOTAL sets up dialogue procedures with its stakeholders at every
economic and socio-cultural contexts and in business areas that are level of its organization.
likely to present risks that fall within the scope of the Vigilance Plan.
In accordance with the Group’s framework on societal matters,
The One Total company project, which embodies the Group’s stakeholders are identified, mapped and prioritized according to their
ambition to become the responsible energy major, is based levels of expectations and involvement. This mapping is kept up to
specifically on Safety and Respect for Each Other, the two core date. A structured dialogue with the stakeholders is established and
values central to the Group’s collective principles. In addition to maintained, initially at local level but also at the central level.
complying with applicable legislation in each country where the Group
At the local level, TOTAL has deployed since 2006 its internal
operates which most often aims at preventing severe impacts in the
Stakeholder Relationship Management (SRM+) methodology.
scope of Article L. 225-102-4 of the French Commercial Code, TOTAL
This approach aims to list the main stakeholders of each Subsidiary
relies on structured frameworks and stringent risk management
and site (depots, refineries, etc.), to categorize them, to schedule
systems for the conduct of its operations.
consultation meetings to better understand their expectations,
The Vigilance Plan and its implementation are part of a dynamic concerns and opinions. This approach then permits to define action
process aimed at continual improvement of the Group’s practices plans to manage the impacts of activities and to take into account
with regard to the issues identified within each of the areas local development needs in order to build a long-term trusting
concerned. relationship. This mechanism is used to explain the Group’s Activities
to communities and other stakeholders, and to pay particular
3.5.1.2 Method and preparation of the Vigilance Plan attention to potentially vulnerable local populations. It has been
integrated in almost all the Subsidiaries. The system is supplemented
The Vigilance Plan covers the activities (hereafter referred to as the
by a network of mediators with local communities, deployed within
“Activities”) of TOTAL S.A. and its fully consolidated subsidiaries as
the Exploration & Production segment to maintain a constructive
defined in II of Article L. 233-16 of the French Commercial Code
dialogue with neighboring communities.
(hereafter referred to as the “Subsidiaries”). Certain companies, such
as Hutchinson, Saft Groupe and SunPower, have set up risk At the central level, the relevant departments of the Holding also
management and severe impact prevention measures specific to ensure that dialogue is maintained with the Group’s stakeholders.
their organizations and activities; those measures related to Article For example, in 2018 upon publication of the Information Document
L. 225-102-4 of the French Commercial Code are specified in the on Human Rights, the Human Rights Department of the Civil Society
Group’s Vigilance Plan. In addition, for newly acquired companies, Engagement Division consulted certain of its stakeholders on the
reasonable vigilance measures are intended to be implemented risk map published in the 2017 Vigilance Plan. This consultation led
progressively during the integration phase of these companies into to the conclusion that the mapping could thus be maintained.
the Group systems. They do not therefore fall within the scope of the
Among these numerous stakeholders, TOTAL maintains regular
Vigilance Plan for 2018.
dialogue with the Group’s employees and their representatives who
The Vigilance Plan also covers the activities of suppliers of goods have a privileged position and role.
and services with which TOTAL S.A. and its Subsidiaries have an
established commercial relationship, where such activities are
associated with that relationship (hereafter referred to as the
“Suppliers”). In accordance with legal provisions, suppliers with which
the Group does not have an established commercial relationship do
not fall within the scope of the Plan.

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3.5.2 Severe impact risk mapping

The mapping work presented below was carried out using the 3.5.2.2 Safety, health and environment
Group’s existing risk management tools. This work was
The Group defines the risk of a severe impact on safety, health or the
supplemented with regard to Suppliers by a mapping of the risks
environment as the probability of TOTAL’s Activities having a direct
related to procurement, by category of goods and services, on the
and significant impact on the health or safety of employees of Group
basis of questionnaires completed by the managers of each
companies, employees of external contractors (1) and third parties, or
purchasing category.
on sensitive natural environments (2). This risk can materialize gradually
or suddenly.
3.5.2.1 Human rights and fundamental freedoms
TOTAL has developed safety, health and environment risk assessment
The risks of severe impacts on human rights and fundamental
procedures and tools applicable to operate its Activities, such as
freedoms have been identified in accordance with the criteria set out
analyses performed regularly at various levels (Group, activities and/or
in the UN Guiding Principles Reporting Framework, namely the scale,
industrial sites):
scope and remediability of the impact.
— prior to investment decisions in industrial projects of the Group,
This identification work was carried out in 2016 in consultation with
acquisition and divestment decisions;
internal and external stakeholders. The process included in particular
workshops with representatives of key functions within the Group — during operations;
and Subsidiaries operating in sensitive contexts or situations
— prior to releasing new substances on the market.
particularly exposed to risks related to human rights and fundamental
freedoms, and a series of interviews with independent third parties These analyses have highlighted the following risks of severe impacts:
(GoodCorporation, International Alert and Collaborative Learning
— the risks to the safety of people and to the environment resulting
Project).
from a major industrial accident (on an offshore site, onshore site
As a result, the following risks of severe negative impacts on human or during the transport of products). These risks are, for example,
rights and fundamental freedoms were identified: an explosion, fire or leakage, resulting in death or injury and/or
accidental pollution on a large scale or at an environmentally
— forced labor, which corresponds to any work or service which
sensitive site;
people are forced to do against their will, under threat of
punishment; as well as child labor, which is prohibited for any — the risks to the safety of people and to the environment related
person aged under 15, or under 18 for all types of work deemed to the physical characteristics of oil and gas fields, particularly
hazardous in accordance with International Labour Organization during drilling operations, which can cause blow outs, explosions,
standards; fires or other damages;
— discrimination, characterized by unfair or unfavorable treatment — the risks to the safety of people and to the environment related
of people, particularly due to their origin, sex, age, disability, to the overall life cycle of the products manufactured, and to the
sexual and gender orientation, or membership of a political or substances and raw materials used; and
religious group, trade union or minority;
— the risks associated with transportation, for which the likelihood
— non-compliance with fair and safe working conditions, such as of an operational accident depends not only on the hazardous
for example the absence of employment contracts, excessive nature of the products handled, but also on the volumes, the
working hours or lack of decent compensation; length of the journey and the sensitivity of the regions through
which they are transported (quality of infrastructure, population
— restriction of access to land by neighboring local communities,
density, environment).
resulting from the Group having, for some of its projects,
temporary or permanent access to the land that might result in Climate change is a global risk for the planet and results from various
the physical and/or economic displacement and relocation of human actions such as energy production and consumption. As an
these groups; energy producer, TOTAL seeks to reduce its direct greenhouse gas
emissions resulting from its operated Activities. In addition, TOTAL
— impacts on the right to health of local communities, such as
implements a strategy to tackle climate change challenges and
noise and dust emissions and other impacts generated by the
reports on this in details, notably in its statement of non-financial
Activities that might have consequences for the health of local
performance (refer to point 5.6 of chapter 5), in accordance with
communities, their means of subsistence and their access to
Article L. 225-102-1 of the French Commercial Code.
vital services such as drinking water, for example; and
— the risk of disproportionate use of force, when intervention by
government security forces or private security companies might
be necessary to protect the Group’s staff and facilities.

3.5.3 Action Principles

The Group has frameworks that set out the Action principles to be legal provisions applicable to the Activities provide less protection than
followed in order to respect the Group’s values and prevent severe the Group’s Action Principles, TOTAL strives under all circumstances
impacts on human rights and fundamental freedoms, human health to give precedence to the latter, while seeking to ensure that it does
and safety and the environment (the “Action Principles”). When the not infringe any applicable mandatory public policy.

(1) Refer to the definition in point 5.4.1 of chapter 5.


(2) Sensitive natural environments include, in particular, remarkable or highly vulnerable natural areas, such as the Arctic, and/or areas covered by regulatory protection (integral nature
reserves, central park areas, biotope orders in France, etc.), as well as areas covered by significant regulatory protection such as Protected Area Categories I to IV as defined by the
International Union for Conservation of Nature (IUCN).

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3.5.3.1 Code of Conduct With regard to safety at work, the Golden Rules, which were
established on the basis of feedback and restructured in 2017 into a
TOTAL’s Vigilance Plan is based primarily on the Group’s Code of
set of “dos and don’ts”, apply to all Group entities, employees and
Conduct (1), which specifies the Group’s values, including the two
Suppliers on site. Each individual must ensure that they are adopted,
core values of Safety and Respect for the Other, particularly declining
strictly followed and monitored on the ground. Each individual is also
in the areas of respect for human rights, the environment and the
authorized to use his or her “Stop Card” and stop any work under
health and safety of persons.
way in particular in the case of non-compliance with any of these
The Code particularly sets forth the Group’s compliance with the rules.
following international standards:
3.5.3.3 Fundamental Principles of Purchasing
— the principles of the Universal Declaration of Human Rights;
The relationship between the Group and its Suppliers is based on
— the United Nations Guiding Principles on Business & Human
adherence to the principles set forth in the Code of Conduct and in
Rights;
the Fundamental Principles of Purchasing (3).
— the principles set out in the International Labour Organization’s
The Fundamental Principles of Purchasing specify the commitments
fundamental conventions;
that TOTAL expects from its suppliers in the following areas: respect
— the principles of the United Nations Global Compact; for human rights at work, health protection, safety and security,
preservation of the environment, prevention of corruption and conflicts
— the OECD Guidelines for Multinational Enterprises; and
of interest and fraud, respect for competition law, as well as the
— the Voluntary Principles on Security and Human Rights. promotion of economic and social development.
The Code of Conduct, which can be consulted on the Group’s The requirements specified by this document must be communicated
3
website, is aimed at all employees and external stakeholders (host to Suppliers and be included in or transposed into agreements.
countries, local communities, customers, suppliers, industrial and These principles are available for consultation by all suppliers in both
commercial partners and shareholders). It was updated in December French and English on TOTAL’s website.
2018.
3.5.3.4 Internal control framework
3.5.3.2 Safety Health Environment Quality Charter
At the Group, business segment and Subsidiary level, internal controls
The Group ensures that it complies with strict safety, security, health are based on specific procedures for organization, delegation of
and environment standards in the performance of its Activities. responsibilities and staff awareness and training, based on the
The Safety Health Environment Quality Charter sets out the principles framework of the Committee of Sponsoring Organizations of the
that apply to the conduct of its operations in all of the countries Treadway Commission (COSO).
where it operates.
TOTAL has a Group reference framework that is supplemented by a
As such, the Group’s Subsidiaries (2) implement a framework series of practical recommendations and feedback. Like the Group’s
incorporating occupational health and safety, security, societal organization, this framework has a three-level structure: a Group
commitment and environment as well as associated management level, with the REFLEX Group framework and the technical framework
systems (Management And Expectations Standards Towards Robust set out by the Group Technology Committee, frameworks for each
Operations, MAESTRO). business segment, and a specific framework for each significant
operational entity.

3.5.4 Organization

The Group’s organization is structured around three main levels: The Ethics Committee is the guarantor of compliance with the Code
Corporate, business segments and operational entities. The Action of Conduct and ensures its proper implementation. It is assisted in
Principles are driven by the Executive Committee. The People and its work by the relevant departments, as well as by a network of local
Social Responsibility Division headed by a member of the Executive Ethics Officers. The Chairperson of the Ethics Committee reports to
Committee coordinates the Group’s action in the area of Human the Chairman and Chief Executive Officer of TOTAL. The Chairperson
Resources, health – safety – environment (HSE), security and societal submits an annual report to the Executive Committee and the
commitments. Purchases of goods and services are under the Governance and Ethics Committee of the Board of Directors.
authority of an entity in the Total Global Services Branch which also
Employees and stakeholders can refer any breach of the Code of
reports to the Executive Committee member responsible for this
Conduct to the Ethics Committee at any time, in accordance with
division. This organization aims to support operational managers in
the procedure described in point 3.5.7. The members of the Ethics
the implementation of the Action Principles. Each level is involved in
Committee are subject to a confidentiality obligation.
and accountable for identifying and implementing the reasonable
vigilance measures deemed appropriate.
3.5.4.2 Human Rights Committee and Department
3.5.4.1 Ethics Committee The Human Rights Committee is made up of representatives from
different departments (safety, purchasing and societal commitment
The Ethics Committee is a central structure representing all of the
in particular) and business segments. It meets several times a year
Group’s business segments. All its members are Group employees
and coordinates actions relating to human rights and fundamental
who collectively have good knowledge of its activities and have
freedoms led by the various business segments and Subsidiaries, in
demonstrated the independence and impartiality necessary for
line with the Human Rights roadmap approved by the Executive
carrying out their duties.
Committee.

(1) SunPower, a company listed on the NASDAQ in the United States and in which TOTAL has a majority interest, has a Code of professional conduct specific to the company that sets forth
its values and the ethical principles with which all employees, as well as suppliers and partners, must comply. It covers subjects relating to compliance, integrity and protection of the
company’s assets, as well as certain issues relating to human rights, fundamental freedoms, human health and safety and environment.
(2) Hutchinson and SunPower have developed HSE management systems specific to their activities and organization (for example, The Environmental Health Safety & Quality Management
System).
(3) Saft Groupe and SunPower have defined fundamental principles of purchasing specific to their activities (for example, SunPower Supplier Sustainability Guidelines).

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The Human Rights Department, within the Civil Society Engagement 3.5.4.4 Procurement
Division, supports the Group’s operational managers with its expertise
Since January 1, 2017, a dedicated subsidiary, Total Global
in implementing the Action Principles relating to human rights and
Procurement centralizes management of a large part of the Group’s
fundamental freedoms.
goods and services purchasing (1), whether for categories of products
or services specific to one business activity or categories shared
3.5.4.3 Occupational Health, Safety and
between several business activities. In the Subsidiaries, purchasers
Environment Division
implement framework agreements as well as manage local
Since 2016, a single HSE Division combines the Group’s procurement.
Occupational Health, Safety and Environment functions. Its role is to
A Responsible Purchasing Committee meets at least once a year
implement a strong and unified HSE model.
and brings together the Management Committee of Total Global
Within the division, the HSE Departments of the Exploration & Procurement and the Civil Society Engagement (including the Human
Production, Gas, Renewables & Power, Refining & Chemicals and Rights Department), HSE and Legal Divisions as well as the Ethics
Marketing & Services segments are in particular responsible for Committee in order to monitor implementation of the Group’s
supporting the implementation of the Group’s HSE policy. Specific Responsible Purchasing roadmap. The roadmap sets out the
expert units set up in 2016 cover the following areas: major risks, strategic direction of the Responsible Purchasing working group.
human and organizational factors, environmental and societal issues,
Furthermore, the Vetting department of Trading & Shipping defines
transportation and storage, crisis management and pollution
and applies the selection criteria for the tankers and barges used to
prevention, standards and legislation, audits and feedback.
transport the Group’s liquid petroleum or chemical products and gas
products, in order to ascertain their technical qualities relative to the
best international standards, the crews’ experience and the quality
of the ship owners’ technical management.

3.5.5 Assessment procedures

The Group has set up procedures for assessing its Subsidiaries and Furthermore, TOTAL works with the Danish Institute for Human Rights
Suppliers, particularly in conjunction with independent bodies, which (DIHR), an independent national body for the defense and promotion
help identify and prevent risks of severe impacts on human rights of human rights and fundamental freedoms, which assesses the
and fundamental freedoms, human health and safety. impact on human rights and fundamental freedoms of the Group’s
activities in sensitive contexts.
3.5.5.1 Procedures for assessing Subsidiaries
In some cases, the Group works with independent experts such as
CDA, a company specialized in preventing and managing conflict
HSE assessments
between businesses and local communities. The reports by CDA are
The Audit and Feedback Unit within the central HSE Division is a key published online on its website.
component of HSE governance. It steers the internal control
Lastly, an annual self-assessment questionnaire enables each of the
mechanisms intended to verify compliance with the Group’s HSE
Group’s Subsidiaries and operational entities to measure and evaluate
requirements.
the level of implementation of their societal governance on the field.
This mechanism is organized around a self-assessment to be carried Actions involving dialogue, impact management and the contribution
out by the Subsidiaries at least every two years and an assessment to socioeconomic and cultural development are recorded and
every three to five years conducted by the Audit unit and feedback analyzed.
based on an audit protocol. The objective is to identify potential gaps
in the application of the rules by the Subsidiairies and to enable them 3.5.5.2 Procedures for assessing Suppliers
to define and implement improvement actions.
The Supplier qualification process was harmonized at Group level in
This unit is also in charge of analysis of major incidents and management 2017 by Total Global Procurement. A new internal framework was
of feedback. published in 2018. In particular, it was used to set up a new IT
qualification tool to be deployed progressively within the Group which
Additionally, the Management Committee of each of the Group’s
also will serve as a consolidated database. The framework covers
business segments performs monitoring of its major risk analyses
human rights, environment, health and safety.
and of the progress of the associated action plans.
Depending on the results of a risk analysis carried out by Suppliers,
Lastly, the HSE Division steers the measurement and reporting work
a detailed assessment is performed. It includes questionnaires
relating to greenhouse gas emissions resulting from the Activities.
addressing the aforementioned issues and, if needed, an action plan,
These direct greenhouse gas measurements (Scope 1) are published
a technical inspection of the site by employees or an audit of working
in section 3.5.9.2 of this Chapter.
conditions carried out by a specialist service provider with which a
framework agreement was signed in 2016. Crude oil and petroleum
Assessments regarding human rights and fundamental
product purchasing by Trading & Shipping, gas and electricity
freedoms
purchasing by the subsidiary Total Gas & Power Ltd, and the
Since 2002, the Group has engaged GoodCorporation, a company purchases made by the Subsidiaries Hutchinson, Saft Groupe and
specialized in ethical assessments, to verify the proper application of SunPower are subject to Supplier qualification processes specific to
the principles set out in the Code of Conduct at the Subsidiary level. their organizations.
These assessments include criteria relating to human rights and
This qualification process may be completed if needed by specific
fundamental freedoms, and corruption. As part of the process, a
organizations, such as the unit put in place in the Group as from
selection of employees and external stakeholders of the Subsidiary
September 2018 for the selection of palm oil suppliers. This unit
are questioned to understand how their Activities are perceived locally.
aims to ensure that palm oil purchases are made on the basis of
Following the assessment, the Subsidiary in question defines and
sustainability certifications such as the ISCC EU certification.
implements an action plan and a monitoring procedure.

(1) With the exception of purchases made by the Subsidiaries Hutchinson, Saft Groupe and SunPower. Total Global Procurement made purchases from over 100,000 suppliers worldwide in
2018.

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This type of certification incorporates criteria relating to carbon of any commercial considerations. The audits conducted with ship
footprint, anti-deforestation, good use of land and respect for human owners also permit the assessment of the quality of the technical
rights. In addition to this mandatory certification, suppliers must have management systems implemented by the operators, crew selection
signed the Fundamental principles of purchasing and be members and training, as well as the support provided to vessels.
of the Roundtable on Sustainable Palm Oil (RSPO).
Through the annual inspections performed by inspectors representing
As regards the chartering of tankers and barges, any operation that the Group, TOTAL is actively involved in sharing inspection reports
involves tankers or barges calling at a terminal operated by a Group with other international oil and gas companies through the SIRE (ship
Subsidiary, carrying shipments that belong to the Group or chartered inspection report) Program set up by the OCIMF (Oil Companies
by TOTAL must be approved in advance by the Vetting department. International Marine Forum), thus contributing to the continuous
Responses are given on the basis of technical data and independently improvement of petroleum shipping safety.

3.5.6 Awareness and training actions

3.5.6.1 Awareness and training of Group employees Similarly, training programs in the fields of health, safety and
environment have been rolled out within the Group reflecting different
The Group has put in place a variety of communication and
perspectives: general, by type of activities or by subject areas.
information channels enabling all employees of TOTAL S.A. and its
Subsidiaries to have access to the Action Principles defined by the
For example, the following general training actions exist depending
on the level of responsibility and experience in the Group: HSE
3
Group in relation to human rights and fundamental freedoms, health,
Leadership for Group senior executives, HSE training for managers,
safety and the environment.
and Safety Pass training for new recruits.
The Code of Conduct is distributed to all employees and can be
consulted on the Group’s website. All new employees must confirm 3.5.6.2 Awareness and training of Suppliers
that they are familiar with it.
The Fundamental Principles of Purchasing are brought to the attention
Events such as the annual Business Ethics Day are used to raise of Suppliers as of their registration in the Supplier database.
awareness among employees of TOTAL S.A. and its Subsidiaries.
Training initiatives are also undertaken with the Group’s Suppliers,
Practical guides are available on the Group’s intranet, such as the
such as the responsible security training given to safety service
Human Rights Guide and the Guide to dealing with religious questions
providers’ personnel, and the Safety Contract Owners program,
within the Group, to help Group employees apply the commitments
which brings together more than 650 suppliers at the Group level.
provided for in the Code of Conduct in each individual cases.
The HSE Division organizes the Group’s World Safety Day, which 3.5.6.3 Information on product risks
aims to bring teams on board and raise awareness of ways to put
All of the chemical and petroleum products marketed by the Group
the HSE Action Principles into practice. The Group’s employees
are covered by a safety data sheet prepared in accordance with
implement its safety culture on a day-to-day basis through “Safety
applicable regulations. The packaged products are labelled
Moments” at the beginning of meetings or before hazardous
accordingly.
operations, consisting of a short discussion to reiterate the key safety
messages and align participants with mutual commitments. Each safety data sheet provides comprehensive information on the
substances or mixtures usable in the regulatory framework of
Training courses, incorporating on-line educational programs as well
managing chemicals in the workplace. It enables users to identify the
as technical training tailored to the various business segments, are
risks linked to handling such products, particularly regarding safety
offered to all Group employees.
and the environment, in order to implement any measures necessary
Dedicated human rights and fundamental freedoms training programs to protect people and the environment.
have been set up for senior executives, site directors and the
Safety data sheets are available to carriers of dangerous goods,
employees most exposed to these issues. Awareness-raising
emergency services, poison control centers, as well as professional
sessions on these subjects are organised regularly for employees, as
and industrial customers. Consumers are informed of the risks and
is the case at the time of ethical assessments of Subsidiaries. In the
precautions of use through product labelling.
field of procurement, training modules explaining the Group’s ethical
commitments and the Fundamental Principles of Purchasing have
also been developed for the Group’s purchasers.

3.5.7 Whistleblowing mechanisms

To support employees on a day-to-day basis, the Group encourages address ([email protected]). The system is supplemented by specific
a climate of dialogue and trust that enables individuals to express whistleblowing mechanisms implemented at certain subsidiaries
their opinions and concerns. Employees can thus go to their line (SunPower, Hutchinson).
manager, an HR or other manager, their Compliance Officer or their
The Group’s Suppliers can also contact the internal supplier mediator
Ethics Officer.
using a generic email address ([email protected]).
The Group’s employees and Suppliers, as well as any other The mediator is available to Suppliers and purchasers, and restores
external stakeholder, can contact the Ethics Committee to ask dialogue to find solutions when measures taken with the usual
questions or report any incident where there is a risk of contact have been unsuccessful.
non-compliance with the Code of Conduct using the generic email

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Grievance handling procedures are also in place within the Group in As regards HSE, an on-call system has been set upto alert the
order to receive and facilitate the resolution of concerns and directors of the business segments and of the Group as quickly as
grievances of local communities that may be affected by its Activities. possible in the case of a major incident. Depending on the incident,
a crisis management and monitoring process is put in place (refer to
point 3.3.3.1).

3.5.8 Monitoring procedures

To ensure the continuous updating of the Vigilance Plan, TOTAL relies In addition, the committee responsible for monitoring the CSR Global
on existing monitoring procedures and tools relating to human rights, Agreement signed by TOTAL in 2015, known as the “FAIR
safety, health and environment made available to the Subsidiaries. Committee”, meets every year in the presence of representatives
who are members of trade unions affiliated to the IndustriALL Global
Thus, the system of internal reporting and of indicators for monitoring
Union (refer to points 5.3.3.3 and 5.10.3 of Chapter 5) and appointed
implementation of the actions undertaken in the Group in these areas
by this federation to monitor and implement the agreement. It identifies
is based:
good practice and areas for improvement in the fields of safety,
— for social indicators (including, in particular, health), on a guide health, human rights and fundamental freedoms.
entitled “Corporate Social Reporting Protocol and Methodology”;
Additionally, the Group publishes a Human Rights information
— for industrial safety indicators, on a Group rule concerning event document that describes the Group’s Activities’ major impacts on
and statistical reporting; a feedback analysis process identifies, in human rights and fundamental freedoms and the remedial measures
particular, events for which a structured analysis report is required taken. In 2016, TOTAL became the first company in the oil industry
in order to learn lessons in terms of design and operation; and to have published this document in accordance with the UN Guiding
Principles Reporting Framework. It is available on the Group’s website
— for environmental indicators, on a Group reporting procedure,
and was updated in 2018.
together with activity-specific instructions.
Since 2015, TOTAL also publishes a report to assess the progress
Consolidated objectives are defined for each key indicator and
made in the implementation of the Voluntary Principles on Security
reviewed annually. The business segments apply these indicators as
and Human Rights. The information set out in the report is based on
appropriate to their area of responsibility, analyze the results and set
annual reporting organized by the Security Division that brings
out a plan.
together the results of the risk and compliance analyses for each
All of the procedures enable regular monitoring of actions and areas subsidiary operating in a sensitive context.
for improvement to be implemented in the area of human rights,
Lastly, in September 2018 TOTAL published the third edition of its
safety, health and environment. The Group Performance Management
“Integrating climate in our strategy” brochure dedicated to the
Committee (refer to point 4.1.5.2 of chapter 4) is involved in this
consideration of climate issues and detailing the Group’s lines of
approach. In particular, it is responsible for examining, analyzing and
action in this area.
steering the Group’s HSE, financial and operational results on a
quarterly basis.

3.5.9 Report on implementation of the Vigilance Plan (1)

3.5.9.1 Human rights and fundamental freedoms In its activities


TOTAL’s human rights approach is based on written commitments. It TOTAL cares about the working conditions of its employees which
is supported by a dedicated organization, and embedded through are governed by the Group’s Human Resources policy (refer to point
an awareness-raising and training program, as well as evaluation 5.3 of chapter 5).
and follow-up mechanisms aiming at measuring the effectiveness of
Safety is one of the Group’s core values. Over the last few years, the
the Group’s actions.
Group has continued to develop occupational health and safety
standards focusing on the right to enjoy fair and adequate living and
A) Human rights in the workplace
working conditions (refer to point 3.5.9.2 of this chapter).
The prohibition of forced and child labor, non-discrimination, just and
TOTAL is committed to promoting diversity and endeavors to combat
favorable conditions of work, as well as safety all form part of the
all forms of discrimination (origin, gender, sexual orientation, handicap,
principles set out in TOTAL’s Code of Conduct and Human Rights
age, membership in a union or a political or religious organization,
Guide.
etc.). The Diversity Council, which is chaired by a member of the
TOTAL’s commitment to human rights in the workplace is Executive Committee, illustrates this commitment.
demonstrated, in particular, by the signature of various agreements,
In 2017, TOTAL published a “Practical guide to dealing with religious
such as the one concluded with IndustriALL Global Union (2) in 2015.
questions within the Group” in order to provide practical solutions to
In particular, this agreement covers the promotion of human rights in
the questions raised by the Group’s employees and managers
the workplace, diversity, the participation of employees and their
worldwide. It draws on the experiences of the business segments in
representatives in social dialogue and the recognition of health and
various countries and encourages dialog, respect and listening as a
safety at work as absolute priorities in the Group’s activities and
way to find solutions suited to the local context. Many internal and
global supply chain.
external experts helped draft this document, including representatives
of various religious communities. This guide has been translated into
nine languages.

(1) Refer to point 5.11 of chapter 5 concerning the reporting ‘s scope and medology concerning information provided in point 3.5.9 of this chapter. Since the identification of risks and the
prevention of severe impacts on human rights, human health and safety and the environment overlap partially with certain risks covered in the non-financial performance statement (refer
to chapter 5), TOTAL has chosen to report on the implementation of its Vigilance Plan by incorporating certain aspects of its non-financial performance statement although it includes risks
of varying degrees.
(2) International union federation representing more than 50 million employees in the energy, mining, manufacturing and industrial sectors in 140 countries.

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In addition to the Group’s reporting and internal control system, the C) Respect for human rights in security-related activities
working conditions of TOTAL’s employees are evaluated by
In certain situations, intervention by government security forces or
GoodCorporation, an independent third party, as part of the ethical
private security providers might be necessary to protect TOTAL staff
assessments of the Group’s entities.
and assets. In order to prevent any misuse of force, TOTAL asks
Group employees, private security providers and government security
In the Group’s value chain
forces to implement the Voluntary Principles on Security and Human
The Fundamental Principles of Purchasing (FPP) set out the Rights (VPSHR) issued by States, NGOs and Extractive Companies.
commitments expected from suppliers in various domains, including
TOTAL has been a member of this initiative since 2012. Within
human rights in the workplace and safety. A Group directive reaffirms
this framework, the Group publishes an annual report setting
the obligation to annex the FPP or to transpose them in the selection
out the challenges, lessons learned and good practices in relation to
process as well as in the contracts concluded with suppliers of goods
security and human rights and, if applicable, reports any incidents
or services.
associated with the Group’s activities. This report is available at
The prevention of forced and child labor in the supply chain is a sustainable-performance.total.com.
critical point of attention identified in the 2017-2018 human rights
Self-assessment and risk analysis tools have been developed and
roadmap endorsed by the Executive Committee. TOTAL has therefore
are deployed, in particular, in the entities located in high risk countries
developed a new methodology for selecting its suppliers which takes
and conflict zones.
account the risks of human rights violations, in particular forced and
child labor. In September 2016, TOTAL also entered into a partnership When government security forces are deployed to ensure the
with a third-party service provider in charge of evaluating suppliers’ protection of the Group’s staff and assets, the Group entities maintain
practices with regard to fundamental rights in the workplace (refer to an ongoing dialogue with the representatives of national or regional 3
point 3.5.9.5 of this chapter). authorities in order to raise their awareness on the need to respect
the VPSHR and encourage them to sign memorandums of
Finally, the working conditions of the employees of service stations’
understanding that comply with these principles.
dealers are evaluated by GoodCorporation, an independent third
party, as part of the ethical assessments conducted in the Group TOTAL regularly organizes training sessions and awareness-raising
entities. Between 2016 and 2017, a baseline study of 22 affiliates in activities on the risk of misuse of force, and more generally on the
the Marketing & Services segment across different continents was VPSHR, for its staff, private security providers and government
also conducted. One of the main recommendations identified is to security forces. In 2018, TOTAL partnered with other Extractive
improve service station dealers’ awareness of the Group’s Code of Companies and the Myanmar Center for Responsible Business to
Conduct principles and of the fundamental Conventions of the organize two VPSHR awareness workshops for government officials,
International Labor Organization. In response, Marketing & Services private security providers and NGOs in Myanmar.
is developing educational tools, which should be promoted in 2019
to this business segment’s entities. 3.5.9.2 Personal health and safety
TOTAL places safety at the heart of its ambition to be a responsible
B) Human rights and local communities
company. The measures and indicators used to manage the Group’s
TOTAL’s operational activities may have impacts on the rights of local activities are based on this fundamental value, in accordance with
communities, in particular when TOTAL obtains temporary or the strictest standards, particularly relating to health.
permanent access to their land for Group’s projects that may involve
the physical and/or economic displacement of these populations. A) Preventing occupational accidents
Noise and dust emissions and other potential impacts may also have
The Group’s personal safety policy covers three main areas:
consequences on the livelihood of neighboring communities.
preventing occupational accidents, preventing transport accidents,
Consequently, the access to land of local communities and their right
and preventing accidents linked to technological risks, such as fires
to health and an adequate standard of living are two salient issues
and explosions. It relates to all employees of Group subsidiaries,
for TOTAL.
employees of external contractors working on these entities’ sites as
In accordance with internationally recognized human rights standards, well as employees of transport companies under long-term contracts.
TOTAL requires the Group entities to maintain a regular dialogue with The safety results are monitored with the same vigilance for all.
their stakeholders and make sure that their activities have no negative
Indicators defined according to an internal procedure measure the
consequences on local communities or, if these cannot be avoided,
main results. In addition to its aim of zero fatalities in the exercise of
that they limit, mitigate and remedy them. The solutions proposed in
its activities, the Group has set the target of continuously reducing
response to the expectations of local communities are coordinated
the TRIR (1) and, for 2018, of keeping it below 0.9 for all personnel
by the societal teams that work in close collaboration with the legal,
(Group and External Contractors).
safety and environmental teams. The Group’s approach to this topic
is described in the section on societal issues of the non-financial
performance Statement in point 5.9 of chapter 5.

(1) TRIR: Total Recordable Injury Rate.

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Safety indicators 2018 2017 2016 Regarding road transport, for many years the Group has been
monitoring the number of severe road accidents involving its
TRIR (a): number of recorded
employees and those of external contractors. The actions taken have
injuries per million hours
reduced the number of severe accidents between 2016 and 2018
worked – All Personnel 0.91 0.88 0.91
by 33%. Work began in new areas in 2018, particularly relating to the
Group company employees 0.82 0.89 0.83 use of new technologies in accident prevention (defining a new
standard for the light vehicles used, driver fatigue detection) and the
External contractors employees (b)
1.01 0.88 0.99
assessment of the driver support and assistance systems offered by
LTIR : number of lost time
(c)
manufacturers (automatic emergency braking, lane keeping assist,
injuries per million hours lane change assist, etc.).
worked – All Personnel 0.59 0.58 0.51
Number of severe road accidents (a) 2018 2017 2016
SIR : average number
(d)

of days lost per lost time injury 26 28 (e) 30 (e) Light vehicles
and public transport (b) 7 11 9
Number of occupational fatalities 4 1 1
Heavy goods vehicles (b) 23 26 36
(a) TRIR: Total Recordable Injury Rate.
(b) As defined in point 5.11.4 of chapter 5. (a) Overturned vehicle or other accident resulting in the injury of a crew member (declared
(c) LTIR: Lost Time Injury Rate. incident).
(d) SIR: Severity Injury Rate. (b) Vehicles on long-term contract with the Group ( > 6 months).
(e) Excluding Saft Groupe.

With regard to technological risks (also known as “major” industrial


The Group’s safety efforts over more than 10 years have resulted in a
risks), the risk analysis and prevention actions are described in point
significant improvement in the TRIR and LTIR. Performance has
3.5.9.3.B of this chapter.
stabilized since 2016, mainly due to acquisitions and disposals of
assets or subsidiaries. The gradual implementation of the One Whatever the nature of the accident, prevention actions rely on all
MAESTRO framework aims to strengthen the Group’s safety culture employees abiding by the Group’s safety policies. These are
and create a new drive to improve safety results. Despite the disseminated through training courses aimed at the various groups
measures put in place, in 2018 three accidents resulted in the death of employees (new arrivals, managers, senior executives, etc.).
of four employees working for external contractors: one during road
As TOTAL’s core value, Safety has been a component of the Group’s
transport in Ethiopia, one during a handling operation in the Republic
employee compensation policy since 2011. A portion of the variable
of the Congo, and two during an operation to recommission a fuel
compensation received by employees, as well as by senior executives
storage tank in Egypt.
and the Chairman and Chief Executive Officer, depends on the
Generally, an analysis is launched in response to any type of accident achievement of HSE targets (refer to point 4.3.2 of chapter 4 and
whatsoever. The method and scope of the analysis depend on the point 5.3.1 of chapter 5).
actual or potential severity of the event. Consequently, a near miss
With regard to security, the Group has put in place means to analyze
with a high severity potential is treated as a severe accident, and its
threats and assess risks in order to take preventive measures to limit
analysis is considered an essential factor of progress. Depending on
its exposure to security risks in the countries where it operates.
its relevance to the other Group entities, it triggers a safety alert and
the distribution of a feedback form, depending on the circumstances.
B) Preventing occupational health risks through
Regarding occupational safety, since 2010, the basic rules to be improved assessment
scrupulously followed by all personnel, employees and contractors
With regard to prevention of occupational health risks, the Group
alike, in all of the Group’s businesses worldwide, are described in the
implements a policy that defines the risk assessment methodology
document “Safety at Work: TOTAL’s Twelve Golden Rules”, which
to be applied by all Group entities and subsidiaries. The associated
has been widely circulated within the Group.
Group directive stipulates that the assessment includes chemical,
The aim of the Golden Rules is to set out simple, easy-to-remember physical, biological, ergonomic and psychosocial risks, and that it
rules that cover a large number of occupational accidents. In addition, must result in the design and roll-out of an action plan. In addition, it
further rules can be found in the One MAESTRO HSE framework, requires that each Group entity sets out a formal medical monitoring
the business segment frameworks and the subsidiary frameworks. procedure taking into account the requirements under local law
(frequency, type of examination, etc.) and the level of exposure of its
According to the Group’s internal statistics, in more than 44% of
personnel to the various risks.
severe incidents or near misses with high severity potential in the
workplace, at least one of the Golden Rules had not been followed. To complement this program, the Group has set up an employee
The proper application of these Golden Rules, and more generally of health observatory. The aim is to monitor the health of a sample of
all occupational safety procedures, is verified through site visits and employees in order to identify the emergence of certain illnesses
internal audits. The Stop Card system, which was set up in 2015, and, if applicable, suggest appropriate preventive measures. The
also enables any employee of the Group or an external contractor to data is gathered anonymously during medical examinations and
intervene if any of the Golden Rules is not being followed. In addition, covers approximately 12% of Group employees worldwide.
in 2016, the HSE department created a unit bringing together the
The Group also has a Medical Advisory Committee that meets
reference persons on high-risk operations (work at height, lifting,
regularly to discuss key health issues relating to the Group’s activities.
high-pressure cleaning, excavations, etc.) in order to consolidate
It decides whether there is a need for additional health protection
in-house knowledge and relations with contractors.
strategies to be implemented. It consists of external scientific experts
The reporting of anomalies and near misses (approximately and also brings together the Group’s senior executives and
600,000 per year) is strongly encouraged on a daily basis and is stakeholders concerned by these issues.
permanently monitored. The ability of each employee to identify
anomalies or dangerous situations is one of the measures of the
employees’ involvement and vigilance in accident prevention and
reflects the safety culture within the Group. In 2016, the Group HSE
Department also created a unit aimed at providing support for sites
to improve their safety culture upon their request.

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In terms of prevention, the Group has decided to make psychosocial The annual Group Industrial Hygiene day held in September 2018
risk prevention a priority commitment. In 2018, the Group identified was dedicated to asbestos and refractory ceramic fibers.
four areas of progress worldwide:
C) Minimizing the risks throughout the life cycle of
— a minimum level of awareness and training for all;
products to prevent consumer health and safety risks
— a system for measuring stress and the quality of the social
Unless certain precautions are taken, some of the products marketed
climate, facilitating the production of action plans;
by TOTAL pose potential risks to the health and safety of consumers.
— a system for listening to and supporting employees in difficult The Group therefore aims to meet its obligations with regard to
situations; information and prevention in order to minimize the risks throughout
the life cycle of its products.
— coordination of actions and monitoring of indicators.
TOTAL’s health and products directive sets out the minimum
A Quality of Life at Work and Health working group was set up in
requirements to be observed by the Group’s entities and subsidiaries
September 2018 to coordinate and ensure the effectiveness of all of
for marketing the Group’s products worldwide in order to reduce
the actions taken. Led by the Group Human Resources division, all
potential risks to consumer health and the environment. TOTAL
of TOTAL’s business segments are represented, particularly the
identifies and assesses the risks inherent to its products and their
international medical department. Its first task is to create and roll
use. The material safety data sheets (MSDS) that accompany the
out a Worldwide Psychosocial Risk (PSR) Prevention program that
products marketed by the Group (in at least one of the languages
addresses the four areas for progress.
used in the country) as well as product labels are two key sources of
Regarding the priority commitment to training, a fully updated PSR information. All new products comply with the regulatory requirements
pack aimed at entity managers, prevention contributors and managers in the countries and markets for which they are intended. 3
was finalized in 2018. Approved by international experts, it has now
been translated into 11 languages and is the core material for training 3.5.9.3 Environment
on this subject. The pack consists of two guides: a methodological
TOTAL places the environment at the heart of its ambition of being a
guide for entity managers and anyone with a role in PSR prevention,
responsible company. In light of the specific nature of its activities,
and a practical guide for managers to raise awareness of the
the Group’s operations pose risks for which TOTAL develops
importance of the quality of life at work as a key factor in preventing
structured management systems.
PSRs. It also aims to support them in the day-to-day management
of their teams in the event of difficulties, risky situations and crisis Environmental indicators have been monitored for many years in
situations. order to constantly adapt the Group’s environmental protection
measures, which are presented in this section.
On a broader level, TOTAL is helping to promote individual and
collective health programs in the countries where it operates,
A) General policy and environmental targets
including vaccination campaigns and screening programs for certain
diseases (AIDS, cancer, malaria, etc.) for employees, their families TOTAL considers the respect for the environment to be a priority. All
and local communities. Action is also taken regularly to raise employees, at every level, must do their utmost to protect the
awareness of lifestyle risks (anti-smoking and anti-drinking campaigns, environment as they go about their work. TOTAL strives to control its
etc.). energy consumption, its emissions in natural environments (water,
air, soil), its residual waste production, its use of natural resources
The Group has put in place the following indicators to monitor the
and its impact on biodiversity. With regards to the environment,
performance of its program:
TOTAL takes a constructive approach that is based on transparency
and dialogue when communicating with its stakeholders and third
Health indicators (WHRS scope) 2018 2017 2016
parties.
Percentage of employees with
To this end, the HSE division and the HSE departments within the
specific occupational risks benefiting
Group’s entities seek to ensure both applicable local regulations and
from regular medical monitoring (a) 98% 98% 99%
internal requirements resulting from the Safety Health Environment
Number of occupational illnesses Quality Charter and the Group’s additional commitments are
recorded in the year (in accordance respected. Group steering bodies, led by the HSE division, are tasked
with local regulations) 154 143 108 with:
(a) As an exception to the reporting principles described in section 5.11 of chapter 5, the 2018 — monitoring TOTAL’s environmental performance, which is
rate does not include a company that did not report its data in time for the 2018 WHRS. reviewed annually by the Executive Committee, for which
multi-annual improvement targets are set;
Reporting on occupational illnesses covers only the Group’s
personnel (WHRS scope) and illnesses reported according to the — handling, in conjunction with the business segments, the various
regulations applicable in the country of operation of each entity. environment-related subjects of which they are in charge; and
Musculoskeletal disorders, the main cause of occupational illnesses — promoting the internal standards to be applied by the Group’s
in the Group, represented 69% of all recorded illnesses in 2018, operational entities.
against 68% in 2017. Therefore, in addition to ergonomic risk
assessments and the gradual training of personnel on its sites, the
annual Group Industrial Hygiene Day in December 2017 was on the
theme of Ergonomics and Musculoskeletal disorders.

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The Group’s environmental targets (a): What has been accomplished:


— decrease SO2 air emissions by 50% between 2010 and 2020; — more than 50% reduction in SO2 air emissions reached
since 2017;
— maintain hydrocarbon content of water discharges below
30 mg/l for offshore sites and below 15 mg/l for onshore and — 100% of the Group’s oil sites have met the target for the
coastal sites; quality of onshore discharges since 2016 and 96% of the
Group’s oil sites have met the target for the quality of offshore
— valorize more than 50% of the waste produced by the sites
discharges in 2018;
operated by the Group.
— more than 50% of the waste produced by the sites operated
Moreover, the Group is committed to:
by the Group was valorized in 2018;
— systematically develop biodiversity action plans for production
— 5 biodiversity action plans deployed or in preparation in 2018;
sites located in protected areas (1);
— no oil and gas exploration or production activity in the area of
— not conducting oil and gas exploration or production operations
natural sites listed on the UNESCO World Heritage List (2);
in the area of natural sites listed on the UNESCO World
Heritage List (2); — no exploration activity in oil fields under sea ice in the Arctic.
— not conducting exploration in oil fields under sea ice in the
Arctic.
(a) For climate, refer to point 3.5.9.4.D of this chapter.

The Group’s internal requirements state that the environmental Second, based on these parameters, a prioritization matrix is used
management systems of its operated sites that are important for the to determine whether further measures are needed in addition to
environment (3) must be ISO 14001 certified within two years of compliance with the Group’s standards and local regulations. These
start-up of operations or acquisition: 100% of these 71 sites were in mainly include preventive measures but can also include mitigation
conformity in 2018. Beyond these internal requirements, at the end measures.
of 2018, a total of 264 sites operated by the Group were
The management of major technological risks also hinges on:
ISO 14001 certified. In 2018, the Moho Nord site (Republic of the
Congo) has been ISO 14001 certified. — staff training and raising awareness;
All investment, divestment or acquisition projects which are submitted — a coherent event reporting and indicators system;
to the Executive Committee for approval are assessed and reviewed
— systematic, structured serious event analysis, particularly to learn
with regards to their risks and impact, particularly environmental,
lessons in terms of design and operation;
before the final investment decision is made.
— regularly tested contingency plans and measures.
TOTAL seeks to ensure that all employees share its environmental
protection requirements. Employees receive training in the required In terms of monitoring indicators, the Group reports the number of
skills. TOTAL also raises employee awareness through internal Tier 1 and Tier 2 events as defined by the API and the IOGP. The
communication campaigns (e.g., in-house magazines, intranet, posters). Group set itself a loss of primary containment target of under 100
(Tier 1 and Tier 2) in 2018.
B) Preventing incident risks
The target is slightly exceeded due to the inclusion of new entities in
To prevent incident risks and, in particular, major industrial events, the reporting scope. In addition to the 103 Tier 1 and Tier
TOTAL carries out periodic risk assessments and implements 2 operational events indicated in the table below, the Group recorded
adapted risk-management policies and measures. four Tier 1 events and one Tier 2 event due to sabotage or theft in
2018.
The Group has management structures and systems that present
similar requirements and expectations across all the entities. TOTAL
Loss of primary containment (a) 2018 2017 (b) 2016 (b)
strives to minimize the potential impacts of its operations on people,
the environment and property through a major technological risk Loss of primary containment (Tier 1) 30 28 38
management policy. This management draws on a shared approach
Loss of primary containment (Tier 2) 73 75 101
in all segments that includes, on the one hand, risk identification and
analysis, and on the other hand, the management of these risks. Loss of primary containment
(Tier 1 and Tier 2) 103 103 139
This structured approach applies to all of the Group’s operated
businesses exposed to these risks. In addition to its drilling and (a) Tier 1 and Tier 2: indicator of the number of loss of primary containment events, with
pipeline transport operations, the Group has at the end of more or less significant consequences, as defined by the API 754 (for downstream) and
IOGP 456 (for upstream) standards. Excluding acts of sabotage and theft.
2018 195 sites and operating zones exposed to major technological (b) Excluding TEP Barnett in 2016 and 2017.
risks, which could cause harm or damage to people, property and
the environment, corresponding to: In accordance with industry best practices, TOTAL also monitors
accidental liquid hydrocarbon spills of more than one barrel. Spills
— all the offshore and onshore operating activities in Exploration &
that exceed a predetermined severity threshold (in terms of volume
Production; and
spilled, toxicity of the product in question or sensitivity of the natural
— the Seveso classified industrial sites (upper and lower threshold)
environment affected) are reviewed on a monthly basis and annual
and their equivalents outside the EU (excluding Exploration &
statistics are sent to the Group Performance Management
Production).
Committee. All large spills are followed by corrective actions aimed
This approach first sets out an analysis of the risks related to the at returning the environment to an acceptable state as quickly as
Group’s industrial operations, on each site, based on incident possible. Due to their unpredictable nature, there is no quantitative
scenarios for which the probability of occurrence and the severity of target for accidental hydrocarbon spills. Nevertheless, changes in
the consequences are assessed. the number of spills are observed and analyzed.

(1) Sites located in an IUCN I to IV or Ramsar convention protected area.


(2) Natural sites included on the UNESCO World Heritage List of December 31, 2017.
(3) Sites that emit more than 30 kt CO2e per year.

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Accidental hydrocarbon spills (a) 2018 2017 (b) 2016 For its sea and river shipment requirements, TOTAL only charters
ships and barges that meet the highest international standards. The
Number of hydrocarbon spills 74 62 73
Group has an internal policy that lays down the process and criteria
Total volume of hydrocarbon by which ships and barges are selected (known as vetting). These
spills (thousands of m³) 0.3 0.5 0.9 criteria are based, in particular, on the regulations, best practice and
recommendations of the OCIMF (1) and, in Europe, on the European
(a) Accidental spills with an environmental impact and of more than one barrel.
(b) In 2017, the indicator perimeter was updated to exclude spills due to sabotage by a
Barge Inspection Scheme (EBIS). Tankers and barges are vetted by
third party. a single centralized Group entity. The average age of the Group
Shipping division’s time-chartered fleet is approximately six years.
In order to manage a major accidental spill efficiently, the Group
With regard to operated marine terminals, the Group got involved in
implemented a global crisis management system that is primarily
an initiative that seeks to systematically record their physical
based on a dedicated organization and a crisis management center
characteristics and store this data in a global database that forms
at the head office to enable the management of two simultaneous
part of the Marine Terminal Information System (MTIS) of the OCIMF.
crises. As part of this process, TOTAL regularly trains in crisis
At the end of 2018, 95% of coastal marine terminals and 50% of
management on the basis of risk scenarios identified through
offshore terminals had submitted their characteristics, thereby making
analyses.
it easier to assess the compatibility of ships with the ports of call.
In particular, the Group has response plans and procedures in place Additionally, since 2018, large TOTAL terminals have used the Marine
in the event of a hydrocarbon leak or spill. For accidental spills that Terminal Management Self Assessment (MTMSA), the framework
reach the water surface, oil spill contingency plans are regularly recommended by the industry for the self-assessment of terminals
reviewed and tested during exercises. These plans are specific to
each company or site and are adapted to their structure, activities
and the continuous improvement of the safety of product transfers.
A training course on ship/shore interface management (SSSCL – Ship
3
and environment while complying with Group recommendations. Shore Safety Check List) and cargo transfer operations, developed
by the Group in 2016, had completed by operators of 80% of
Oil spill preparedness 2018 2017 2016 operated-terminals by the end of 2018.
Number of sites whose risk analysis
C) Limiting the environmental footprint
identified at least one risk of major
accidental pollution Wherever TOTAL conducts its business, it makes sure that it complies
to surface water (a) 126 126 143 with applicable laws and regulations, which the Group complements
with specific requirements and commitments when necessary. TOTAL
Proportion of those sites with an
implements an active policy of avoiding, reducing, managing and
operational oil spill contingency plan 99% 91% 99%
monitoring the environmental footprint of its operations. As part of
Proportion of those sites that have this policy, emissions are identified and quantified by environment
performed at least one oil spill (water, air and soil) so that appropriate measures can be taken to
response exercise during the year 86% (b) 95% 89% better control them.
(a) The variation of the number of sites between 2016 and 2018 is due to perimeter variation.
(b) Decrease in 2018 compared to 2017 corresponds mainly to two subsidiaries where
Water, air
equipment was being refurbished in 2018.
The Group’s operations generate emissions into the atmosphere from
combustion plants and the various conversion processes and
In the event of accidental pollution, the Group companies can call on
discharges into wastewater. In addition to complying with applicable
in-house human and material resources (Fast Oil Spill Team, FOST)
legislation, the Group’s companies actively pursue a policy aimed at
and benefit from assistance agreements with the main third-party
reducing emissions. After analyses have been conducted and when
organizations specialized in the management of hydrocarbon spills.
necessary, the sites introduce various reduction systems that include
Since 2014, subsea capping and subsea containment equipment organizational measures (such as using predictive models to control
that can be transported by air has been strategically positioned at peaks in sulfur dioxide (SO2) emissions based on weather forecast
different points of the world (South Africa, Brazil, Norway and data and the improvement of combustion processes management,
Singapore) in order to provide solutions that are readily available in etc.) and technical measures (wastewater treatment plants, using
the event of oil or gas eruptions in deep offshore drilling operations. low NOX burners and electrostatic scrubbers, etc.).
From these locations, the equipment can benefit TOTAL’s operations
For new facilities developed by the Group, impact assessments are
worldwide. This equipment was developed by a group of nine oil
systematically carried out on these emissions and, if necessary,
companies, including TOTAL, and is managed by Oil Spill Response
actions are taken to limit their impact.
Ltd (OSRL), a cooperative dedicated to the response to marine
pollution by hydrocarbons. TOTAL has also designed and developed In 2010, SO2 emissions were 99 kt. The Group set itself the target of
its own capping system (“Subsea Emergency Response System”) to not exceeding 49.5kt by 2020; it has met this target since 2017.
stop potential eruptions in drilling or production operations as quickly
as possible. Since 2015, equipment has been installed in Angola, Chronic emissions into the atmosphere (a) 2018 2017 2016
then the Republic of the Congo, potentially covering the entire Gulf
SO2 emissions (kt) 48 47 52
of Guinea region.
NOx emissions (kt) 66 69 76
(a) Refer to point 5.11 of chapter 5 for the scope of reporting.

SO2 emissions that are likely to cause acid rain are regularly checked
and reduced.

(1) OCIMF (Oil Companies International Marine Forum): An industry forum including the leading worldwide oil companies. This organization manages, in particular, the Ship Inspection Report
(SIRE) Programme, which holds and provides access to tanker and river barge inspection reports (Barge inspection Questionnaire – BIQ).

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NOX emissions, which are mainly concentrated in the Exploration & Lastly, decommissioned Group facilities operated by Group entities
Production, are primarily located offshore and far away from the or affiliates (i.e., chemical plants, service stations, mud pits or lagoons
coast. Their impact on air quality is therefore considered to be minor. resulting from hydrocarbon extraction operations, wasteland on the
site of decommissioned refinery units, etc.) impact the landscape
Discharged water quality
and may, despite all the precautions taken, be sources of chronic or
In 2018, with regards to discharges to aquatic environments, all of accidental pollution. TOTAL created a policy of evaluation, treatment
the operated sites met the onshore discharge quality target set to of environmental risks related to soil and groundwater and
restrict the impact on receiving environments. remediation of its sites at the end of their activity. In agreement with
the authorities, the aim is to allow new operations to be set up once
2018 2017 2016 the future use of the land has been determined. Remediation
operations are conducted by specialized entities created by the
Hydrocarbon content of offshore
Group. At the end of 2018, 123 industrial sites that were no longer in
water discharges (in mg/l) 14.1 17.7 17.2
operation (excluding service stations) were in the process of
% of sites that meet the target for the remediation.
quality of offshore discharges (30 mg/l) 96% (a) 100% (a) 100% (a)
Sustainable use of resources
Hydrocarbon content of onshore
water discharges (in mg/l) 1.8 2.4 3.1 Fresh water
% of sites that meet the target for the The Group’s activities, mainly those of Refining & Chemicals, and to
quality of onshore discharges (15 mg/l) 100% 100% 100% a lesser extent those of the Exploration & Production, Gas,
Renewables & Power segments, may potentially have an impact on,
(a) Alwynn site (United Kingdom) excluded, as its produced water discharges only occur as well as be dependent of, water resources. This is especially true
during the maintenance periods of the water reinjection system and are subject to a
specific regulatory authorization.
when an activity is located in a water resources sensitive environment.
Fully aware of these challenges, TOTAL implements the following
In 2018, the percentage of sites conforming to the targets for quality water risk management actions:
of offshore discharges decreased due to a site acquired as part of
1. monitor water withdrawals to identify priority sensitive sites and
the Mærsk Oil acquisition that exceeds the targets of the Group. The
then carry out a risk assessment;
water discharge from this site is minor in terms of volume and
represents less than 3% of the Group’s global offshore discharge. 2. improve the water resources management depending on
identified needs, by adapting the priority sites’ environmental
The improvement in the quality of onshore water discharges in 2018
management system.
is linked to a better performance of the waste water treatment plants
at Anvers, Donges and Normandie Refineries and to the expiry of the In order to identify the priority facilities, TOTAL records the withdrawal
Mahakam license in Indonesia. and discharge of water on all of its sites and assesses these volumes
on the basis of the current and future water stress indicators of the
Soil WRI (1) Aqueduct tool (currently 9.7% (2) of fresh water withdrawals
take place in a global water stress area).
The risks of soil pollution related to TOTAL’s operations come mainly
from accidental spills (refer to point 3.5.9.3.B of this chapter) and In addition, TOTAL assesses water resources risk levels of priority
waste storage (refer to point 3.5.9.3.E of this chapter). facilities which are those that withdraw more than 500,000 m³ per
year and are located in areas potentially exposed to water resource
The Group’s approach to preventing and managing these types of
risks, using the Local Water Tool (LWT) for Oil & Gas from the Global
pollution is based on four key principles:
Environmental Management Initiative (GEMI). This tool also helps to
— preventing leaks, by implementing, as far as possible, industry guide the actions taken to mitigate any risks in order to make optimal
best practices in engineering, operations and transport; use of water resources on these sites.
— carrying out maintenance at appropriate frequency to minimize Globally, the sites operated by the Group are not particularly exposed
the risk of leaks; to water risk. By the end of 2018, out of the 24 priority sites identified,
the level of water risk was assessed on 16 priority Group sites
— overall monitoring of the environment to identify any soil and
(11 Refining & Chemicals, 3 Exploration & Production, 2 Gas,
groundwater pollution; and
Renewables & Power). Following this assessment, two sites were
— managing any pollution from previous activities by means of identified as being at risk and were reported to the CDP. This analysis
containment and reduction or elimination operations. process is expected to be extended to other current priority sites,
including eight additional sites that have been identified.
In addition, a Group directive defines the following minimum
requirements: In 2018, the Group answered the CDP Water survey for the 2017
period and was graded A-. The main indicator used in this reporting
— systematic identification of each site’s environmental and health
is aggregated withdrawal.
impacts related to possible soil and groundwater contamination;
— assessment of soil and groundwater contamination based on Water-related indicator (a) 2018 2017 2016
various factors (extent of pollution inside or outside the site’s
Fresh water withdrawals excluding
boundaries, nature and concentrations of pollutants, presence
cooling water and rain water (million m³) 116 116 123
of a vector that could allow the pollution to migrate, use of the
land and groundwater in and around the site); and (a) Refer to point 5.11 of chapter 5 for the scope of reporting.

— management of health or environmental impacts identified


Soil
based on the use of the site (current or future, if any) and the risk
acceptability criteria recommended by the World Health TOTAL uses the ground surface that it needs to safely conduct its
Organization (WHO) and the Group. industrial operations and, in 2018, did not make extensive use of
ground surfaces that could substantially conflict with various natural
ecosystems or agriculture.

(1) World Resources Institute.


(2) According to CDP Water 2018 definition.

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In 2018, the Group introduced a specific selection process The Board of Directors meeting of March 13, 2019 decided to change
concerning palm oil suppliers to ensure all palm oil purchases for the the criteria for the determination of the variable portion of the
La Mède facility will be certified sustainable in accordance with Chairman and Chief Executive Officer’s compensation for the year
European Union criteria (ISCC EU certification) and are conducted 2019. Among others, a quantifiable criteria related to the evolution of
with a limited number of suppliers. GHG emissions (Scopes 1 & 2) on operated oil & gas facilities (refer
to chapter 4, section 4.3.2 for details).
D) Not to harm biodiversity and ecosystems during
projects and operations Role of management
TOTAL’s activities may potentially be located in sensitive natural TOTAL’s Chairman and Chief Executive Officer, in compliance with
environments. the long-term strategic direction set by the Board of Directors,
implements the strategy of the Group and its business segments
The Group is fully aware of this challenge and takes biodiversity and
while making sure climate change challenges are taken into account.
ecosystems into account during its projects and operations. In
He relies on the President, Group Strategy-Innovation, who is a
July 2018, and within the framework of the Act4Nature initiative, the
member of the Executive Committee, to whom the Senior Vice
Group made 16 biodiversity commitments to make this policy more
President Strategy & Climate, and the Senior Vice President Climate
tangible. The 16 commitments are described in the biodiversity
report (refer to the Group organization chart in chapter 1). The Senior
brochure available on the website sustainable-performance.total.com.
Vice President Climate chairs the Climate-Energy steering Committee,
There are 10 general commitments common to all of the signatory
which mainly includes representatives of Strategy and HSE
companies and an additional 6 commitments specific to TOTAL,
management from the various business segments. The mission of
some of which existed before the initiative. These differentiate the
Group from its competitors.
this Committee consists of structuring the Group’s approach to the
climate.
3
3.5.9.4 Climate
B) Strategy
TOTAL’s ambition is to become the responsible energy major. The
Group is committed to contributing to the United Nations Sustainable Identification of climate-related risks and opportunities
Development Goals, particularly with regards to those subjects that
The identification of climate-related risks forms an integral part of the
are connected to climate change and the development of more
analysis of investment projects. The impact of these risks is also
available and cleaner energy for as many people as possible.
examined for the Group asset portfolio as a whole. These risks are
In order to make an effective contribution to the climate change presented in detail in point 3.1.2 of this chapter.
issue, TOTAL relies on an organization and structured governance
In order to ensure the viability of its projects and long-term strategy
framework to make sure climate-related challenges are fully integrated
in light of the challenges raised by climate change, the Group
into the Group’s strategy. Consequently, the Group has a robust
integrates, into the financial evaluation of investments presented to
strategy and implements a structured risk management system.
the Executive Committee, either a long-term CO2 price of $30 to $40
In line with the multiple situations encountered in the field, and while per ton (depending on the price of crude), or the actual price of CO2
supporting the Group’s governance bodies, the Strategy and Climate in a given country if higher.
division shapes the Group’s approach to climate change while
TOTAL has five major levers to integrate climate in its strategy.
working with the operational divisions of the Group’s business
segments. By monitoring indicators, progress can be measured and
1) Improving energy efficiency
the Group’s actions can be adjusted.
Optimizing the energy consumption of its operated facilities is TOTAL’s
A) Governance first lever to reduce emissions. The Group therefore aims to improve
the energy efficiency of its operated facilities by an average of 1%
TOTAL has an organization and structured governance framework to
per year over the 2010-2020 period, at a time when exploration is
make sure climate-related challenges are fully integrated into the
becoming increasingly complex. This indicator is described in point
Group’s strategy. Since September 2016, its organization includes a
3.5.9.4.D of this chapter.
Strategy-Innovation corporate division, which includes the Strategy
& Climate division as well as the Gas, Renewables & Power business TOTAL uses appropriate architectures and equipment and introduces
segment, whose President is a member of the Executive Committee. technological innovations. For example, on offshore production
barges, offshore platforms and onshore facilities, heat recovery
Oversight by the Board of Directors systems at gas turbine exhausts have been implemented thereby
avoiding the need for furnaces or boiler systems.
TOTAL’s Board of Directors ensures that climate-related issues are
incorporated into the Group’s strategy and examines climate change
2) Growing in natural gas
risks and opportunities during the annual strategic outlook review of
the Group’s business segments. To respond responsibly to the strong rise in demand for electricity,
TOTAL remains committed to gas, whose CO2 emissions are half
To carry out its work, the Board of Directors relies on its Strategic &
those of coal when used to generate electricity (1).
CSR Committee, whose rules of procedure were changed in
September 2017 then in July 2018 in order to broaden its missions The Group wishes to be present throughout the whole gas chain,
in the realm of CSR and in questions relating to the inclusion of from production to end customer. Significant operations have taken
climate-related issues in the Group’s strategy. place in the upstream and the downstream to make this possible.
Upstream, TOTAL has acquired a stake in the giant Yamal LNG
Aware of the importance of climate-change challenges faced by the
project in the north of Russia. The Group has also acquired the LNG
Group, the Board of Directors decided, in 2016, to introduce changes
assets of Engie. These two complementary portfolios allow for the
to the variable compensation of the Chairman and Chief Executive
management of a volume of nearly 40 Mt of LNG as from 2020.
Officer to take better account of the achievements of Corporate
Downstream, the Group has made strategic acquisitions, such as
Social Responsibility (CSR) and the Group’s HSE targets. For fiscal
Direct Énergie and Lampiris, gas and electricity suppliers on the
year 2018, the importance given to these criteria rose further: CSR
French and Belgian markets, and has developed Total Spring, which
performance is assessed by considering the extent to which climate
was launched in 2017 on the French market.
issues are included in the Group’s strategy, the Group’s reputation in
the domain of Corporate Social Responsibility as well as the policy
concerning all aspects of diversity.

(1) Source: International Reference Centre for the Life Cycle of Products, Processes and Services; Life cycle assessment of greenhouse gas emissions associated with natural gas and coal
in different geographical contexts, October 2016.

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Finally, TOTAL has committed itself to gas fuel for transport by 5) Investing in carbon sink businesses
acquiring a 25% stake in Clean Energy Fuels Corp., one of the
Carbon storage is key to achieving carbon neutrality in the second
leading distributors of gas fuel for HGVs in the United States, and by
half of the 21st century. TOTAL is focusing, on the one hand, on
signing a contract with CMA - CGM, the first shipping company to
developing CCUS and, on the other, on preserving and restoring the
equip its transcontinental container ships with LNG-powered engines.
capacity of ecosystems to act as carbon sinks. CCUS is vital for
Strengthening the position of gas in the energy mix must however be several industries, especially those that emit massive amounts of CO2
accompanied by a greater focus on control of methane emissions. due to the nature of their business (cement, steel, etc.). TOTAL
To preserve the advantage that gas offers in terms of GHG emissions allocates significant resources to this area by dedicating up to 10%
compared to coal for electricity generation, it is necessary to strictly of the Group’s R&D budget to it. Several projects have made
reduce the methane emissions associated with the production and substantial progress in recent months. Northern Lights (Norway) is a
transportation of gas. In 2018, TOTAL’s methane emissions are kept project in which the Group participates alongside Equinor and Shell.
below 0.25% of the commercial gas produced (1). TOTAL’s target is TOTAL is also a partner of the Clean Gas Project (UK), together with
to sustainably reduce the intensity of its methane emissions of its the OGCI’s investment fund and a few companies of the sector (4).
operated facilities in the Exploration & Production segment to less
TOTAL announced in February 2019 the creation of an entity
than 0.20% of commercial gas produced by 2025.
dedicated to investments in natural carbon sinks, composed of
The Group has been a member since 2014 of the partnership experts in environment and agronomy, with an investment budget
between governments and industrial companies for the improvement $100 million per year from 2020 onwards. Furthermore, actions of
of tools to measure and control methane emissions set up by the preservation and restoration of the forest are currently conducted
Climate and Clean Air Coalition and promoted by UN Environment (refer to point 5.9 of chapter 5 where presented the Total Foundation
and the non-profit organization Environmental Defense Fund. The program carried mainly by the Fondation d’entreprise Total ).
Group also took several actions as part of the Oil & Gas Climate
Sector initiatives and international framework
Initiative and signed the guiding principles on the reduction of
methane emissions on the gas value chain (2). TOTAL is also in various sector initiatives on the main challenges
raised by climate change. Indeed, tackling climate change requires
3) Developing a profitable low-carbon electricity business cooperation between all actors, from both public and private sectors.
TOTAL is developing along the whole of the low-carbon electricity Thus, in 2014, TOTAL decided to join the call of the UN Global
value chain, from electricity generation, storage and sale to the end Compact, which encourages companies to consider a CO2 price
customer. As demand for electricity is expected to grow strongly in internally and publicly support the importance of such a price via
the coming decades, TOTAL intends to become a major player in regulation mechanisms suited to the local context. In particular,
this segment. To meet this target, TOTAL plans to invest $1.5 to TOTAL advocates the emergence of a balanced, progressive
$2 billion per year. In 2018, the Group completed the acquisition of international agreement that prevents the distortion of competition
Direct Énergie, a French electricity supplier, for nearly €2 billion. With between industries or regions of the world. Drawing attention to
regards to the generation of electricity, TOTAL aims at holding a future constraints on GHG emissions is crucial to changing the energy
production capacity of 10 GW of low-carbon electricity by 2023. mix. TOTAL therefore encourages the setting of a worldwide price
In 2018, TOTAL acquired four combined-cycle natural gas power for each ton of carbon emitted, while ensuring fair treatment of
plants in France with a global capacity of 1.6 GW. Refer to chapter 2 “sectors exposed to carbon leakage” (as defined by the EU). In
for further information on recent acquisitions. addition, TOTAL is working with the World Bank as part of the Carbon
Pricing Leadership Coalition (CPLC). In June 2017, TOTAL became
4) Developing sustainable biofuels a founder member of the Climate Leadership Council, an initiative
that calls for the introduction of a “carbon dividend”, namely, a
A pioneer in biofuels for more than 20 years, TOTAL is now one of
redistribution mechanism that would tax the biggest fossil fuel
Europe’s major actors with 2.4 Mt (3) blended sustainable biofuels in
consumers (a population’s wealthiest citizens) in order to pay a
2018 for a worldwide distribution of 3.2 Mt.
dividend to the entire population.
Furthermore, TOTAL produced 0.1 Mt of sustainable biofuels in its
In 2014, TOTAL was actively involved in launching and developing
refineries in 2018. Production at La Mède factory is scheduled to
the Oil & Gas Climate Initiative (OGCI), a global industry partnership.
start in 2019. It has a capacity of 0.5 Mt per year of hydrotreated
At year-end 2018, this initiative involved 13 major international energy
vegetable oil (HVO) based on sustainable certified charges, the Group
players. Its purpose is to share experiences, advance technological
intends to reach a market share of over 10% in Europe. Biofuels that
solutions and catalyze meaningful action in order to assist the
are currently available are mainly made with vegetable oil and sugar.
evolution of the energy mix in a manner that takes into account
For more than 10 years, TOTAL’s R&D teams have developed climate change issues. Launched in 2017, the OGCI Climate
technologies that have broadened the range of usable resources, Investments fund, which has access to over $1 billion over 10 years,
while also meeting the need for sustainability. The consortium BioTFuel invests in technology that significantly cuts emissions. The fund’s
is working on, for example, the development of lignocellulose (plant initial investments notably are: a large-scale industrial CO2 capture
waste). and storage project (Clean Gas Project); a solution that reduces the
carbon footprint of cement by using CO2 instead of water to set
concrete (Solidia Technologies); a high-efficiency opposed-piston
engine that reduces GHG emissions (Achates Power) and a
technology that incorporates CO2 as a raw material in the production
of polyols used in polyurethanes, which are plastics that have multiple
uses (Econic Technologies).

(1) Refer to the OGCI methodology for methane intensity calculation: http://oilandgasclimateinitiative.com/blog/methodological-note-for-ogci-methane-intensity-target-and -ambition.
(2) “Guiding Principles on Reducing Methane Emissions across the Natural Gas Value Chain”.
(3) Physical volume of biofuels in equivalent ethanol and esters according to the rules defined by the European RED Directive, excluding volumes sold to third parties via trading.
(4) BP, ENI, Equinor, Occidental Petroleum and Shell.

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The Group also plays a role in various international initiatives that — the development of new state-of-the-art energy companies, since
involve the private and the public sectors to bring about 2017 within the Breakthrough Energy Coalition (BEC), a group of
(non-exhaustive list): investors created by Bill Gates in 2015, and since 2016 within
the Breakthrough Energy Ventures, a $1 billion fund created in
— carbon pricing within Caring for Climate – United Nations Global
2016 by the BEC.
Compact, and the Paying for Carbon call;
— the end of routine flaring of gas associated to oil production C) Targets and metrics to measure climate-related risks
within the World Bank’s Zero Routine Flaring by 2030 initiative;
TOTAL has set itself targets and introduced a number of indicators
— greater transparency, while taking into account the to coordinate its performance.
recommendations of the G20 Financial Stability Board on climate,
and of the Task Force on Climate-related Financial Disclosures
(TCFD);

The Group’s climate targets: What has been accomplished:


— an 80% reduction of routine flaring on operated facilities
(1)
— more than 80% reduction in routine flaring between 2010 and
between 2010 and 2020 in order to eliminate it by 2030; 2018;
— an average 1% improvement per year in the energy efficiency — more than 10% improvement in energy efficiency between
of operated facilities between 2010 and 2020; 2010 and 2018; 3
— a sustainable reduction in the intensity of the methane — an intensity of the methane emissions below 0.25% of the
emissions of the Exploration & Production segment’s operated commercial gas produced in 2018;
facilities to less than 0.20% of gas produced for sale, by 2025;
— a GHG emission reduction (Scopes 1 & 2) on operated oil &
— a GHG emission reduction (Scopes 1 & 2) on operated oil & gas facilities from 46 Mt CO2e to 42 Mt CO2e between 2015
gas facilities of 46 Mt CO2e in 2015 to less than 40 Mt CO2e and 2018.
in 2025.

Indicators related to climate change


2018 2017 2016 2015

SCOPE 1 Direct greenhouse-gas emissions (operated scope) Mt CO2e 40 38 41 42

Breakdown by segment
Exploration & Production Mt CO2e 18 17 19 19
Gas, Renewables & Power Mt CO2e 2 0 0 -
Refining & Chemicals Mt CO2e 21 21 22 22
Marketing & Services Mt CO2e <1 <1 <1 <1
SCOPE 1 Direct greenhouse-gas emissions based on the Group’s equity interest Mt CO2e 54 50 51 50
SCOPE 2 Indirect emissions attributable to energy consumption by sites Mt CO2e 4 4 4 4
GHG emissions (Scopes 1 & 2) on operated oil & gas facilities Mt CO2e 42 41 45 46
Net primary energy consumption (operated scope) TWh 143 (a) 142 150 153
Group energy efficiency indicator Base 100
in 2010 88.4 85.7 91.0 90.8
Daily volume of all flared gas (Exploration & Production operated scope)
(including safety flaring, routine flaring and non-routine flaring) Mm3/d 6.5 5.4 7.1 7.2
Of which routine flaring Mm3/d 1.1 1.0 1.7 (b) 2.3 (c)

(a) Excluding primary energy consumption of Direct Énergie gas power plants.
(b) Estimated Volume at end 2016 based on new definition of Routine Flaring published in June 2016 by the Working Group Global Gas Flaring Reduction.
(c) Volumes estimated upon historical data.

All this data as well as the related risks are also reported to the CDP facilities by 2030. An 80% reduction target was set for 2020
once a year, and TOTAL’s response to the CDP Climate Change compared to 2010, in other words, an average of 1.5 Mm3/d. This
questionnaire is posted on the Group’s website (sustainable- target has been met since 2017.
performance.total.com). For its 2018 reporting regarding 2017
Furthermore, as part of the Global Gas Flaring Reduction program,
activities, the Group received an A-.
TOTAL has worked alongside the World Bank for over 10 years to
help producing countries and industrial players control flaring of gas
Flaring
associated to oil production.
Reducing routine flaring has been a long-standing target of the Group,
The increase in flaring linked to oil production in 2018 is due to
which designs its new projects without resorting to it. In addition,
acquisition and startup of new sites.
TOTAL is committed to putting an end to routine flaring of its operated

(1) Routine flaring, as defined by the working group of the Global Gas Flaring Reduction program within the framework of the World Bank’s Zero Routine Flaring initiative.

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Energy efficiency A) The Group’s responsible procurement policy


One of the Group’s performance targets is to better control energy The Group ensures that contractual conditions are negotiated in an
consumption. Since the beginning of 2013, a Group directive has equitable manner with its suppliers. The Code of Conduct restates
defined the requirements to be met at operated sites using more this requirement and the three essential principles that guide TOTAL’s
than 50,000 tons of oil equivalent per year of primary energy relations with its suppliers: dialogue, professionalism and the
(approximately 40 sites). At end 2018, all the concerned sites reported fulfillment of commitments.
compliance or had taken steps to comply with this directive. The aim
These principles are also set forth in the Fundamental Principles of
is to ensure that 100% sites using more than 50,000 tons of oil
Purchasing, launched in 2010, that specify the commitments that
equivalent per year by the end of 2020 have an Energy Management
TOTAL expects its employees and suppliers to adhere to in the
System auditable, such as the ISO 50001 on energy management (1).
following areas: respect for human rights at work, the protection of
A certain number of sites that use less energy have, voluntarily, taken
health, safety and security, preservation of the environment,
measures to become ISO 50001 certified.
prevention of corruption, and conflicts of interest and the fight against
Energy efficiency is a key factor for the improvement of economic, fraud, respect for competition law, as well as the promotion of
environmental and industrial performance. Since 2013, the Group economic and social development. These principles were drawn up
has used a Group Energy Efficiency Index (GEEI) to assess its in keeping with the fundamental principles defined in particular in the
performance in this area. It consists of a combination of energy United Nations Universal Declaration of Human Rights, the
intensity ratios (ratio of net primary energy consumption to the level conventions of the International Labor Organization, the United
of activity) per business. Nations Global Compact and the OECD Guidelines for Multinational
Enterprises.
The Group’s target for the 2010-2020 period is to improve the energy
efficiency of its operated facilities by an average of 1% per year. By Furthermore, a Sustainable Procurement road map defines TOTAL’s
design, the base value of the GEEI was defined as 100 in 2010 and guidelines in this area. A Sustainable Procurement Committee
the target is to reach 90.4 in 2020. This target has been met since regularly brings together the Management Committee of Total Global
2017. Procurement and the Civil Society Engagement (including the Human
Rights Department), HSE and Legal divisions as well as the Ethics
Through the “Total Ecosolutions” program, the Group is developing
Committee. It is tasked with monitoring the implementation of the
innovative products and services that perform above market
Group’s Sustainable Procurement road map.
standards on the environmental front. At year-end 2018, 97 products
and services bore the “Total Ecosolutions” label. The CO2 eq
Employee awareness-raising actions and training
emissions avoided throughout the life cycle by the use of “Total
Ecosolutions” products and services, compared to the use of TOTAL has set up a number of channels of communication to raise
benchmark products on the market and for an equivalent level of employee awareness of the risks and issues related to its supply
service, are measured annually based on sales volumes. This chain. Training modules explaining the Group’s ethical commitments
represented 1.75 Mt CO2e in 2018. and the Fundamental Principles of Purchasing have been developed
for and made available to Group procurement representatives. In
GHG emissions 2018, 196 procurement representatives were trained on respect of
human rights and working conditions by suppliers, and 250 on
The Group has reduced by 25% the GHG emissions produced by its
anti-corruption rules.
operated activities since 2010. This reduction was reached thanks to
notably reducing flaring and improving energy efficiency. The Group provides its procurement representatives with supporting
materials, such as the “Sustainable Purchasing Awareness Cards”
In February 2019, TOTAL announced a target to decrease the GHG
that recap human rights at work and identify the purchaser practices
emissions (Scopes 1 & 2) on its operated oil & gas facilities to less
that must alert them. A set of communication tools intended to help
than 40 Mt CO2e in 2025.
procurement representatives to enter discussions on the Fundamental
Principles of Purchasing was also distributed within Total Global
3.5.9.5 Contractors and suppliers
Procurement. The materials used in the annual performance review
TOTAL’s activities generate hundreds of thousands of direct and have been revised to include a section on human rights.
indirect jobs worldwide. Present in more than 130 countries, the
In June 2018, the International Procurement Days brought together
Group currently works with a network of more than 100,000 suppliers
the 170 procurement representatives present in 41 countries. The
of goods and services worldwide. In 2018, the Group’s purchases of
Fundamental Principles of Purchasing were distributed during the
goods and services (excluding petroleum products and vessel
event and the internal supplier qualification and audit processes were
chartering by Trading & Shipping) represented approximately
presented.
$29 billion (2) worldwide. The allocation of expenditures on the Group
level is approximately 32% for goods (products, materials, etc.) and With respect to the development of good practices in business
approximately 68% for services (in particular consulting services, relations, TOTAL also launched an initiative to raise its employees’
work with supply of materials, transport, etc.). awareness of mediation as an alternative method for resolving
disputes. Since 2013, a training day run by professional mediators to
TOTAL’s success as a responsible company is played out all along
raise awareness of mediation has been organized in French and
its value chain, and the Group is convinced of the importance of
English. In 2017, an open day for employees of the Group, lawyers
working with suppliers that respect human rights and take care of
and suppliers, enabled participants to learn about the benefits of
their employees. The Group expects its suppliers to adhere to
mediation. A brochure designed to increase awareness of the
principles equivalent to those in its own Code of Conduct, as set out
mediation process is available to all Group employees. In addition,
in the Fundamental Principles of Purchasing directive. To this end,
an email address is available on the Group website (under “Suppliers”).
the Group wanted the management of its supplier relations to be
The Group’s suppliers can contact the internal supplier mediator
coordinated by the dedicated cross-functional “Total Global
using a generic email address ([email protected]).
Procurement” entity, which is tasked, in particular, with delivering
The internal mediator is tasked with facilitating relations between the
Purchasing services and assisting the Group’s entities and sites,
Group and its French and international suppliers. The general
mainly in Exploration & Production, Refining & Petrochemicals,
purchasing terms and conditions also mention the possibility of
Marketing & Services and Gas, Renewables & Power. This approach
recourse to mediation.
is complemented by employee training programs and actions to raise
awareness amongst the Group’s partners, customers and suppliers.
Its success is also based on TOTAL’s involvement in international
initiatives or collaborative approaches specific to the energy sector
that promote the emergence of good practices.

(1) The ISO 50001 standard accompanies the implementation in companies of an energy management system that allows a better use of energy.
(2) $25 billion excluding Hutchinson, SunPower and Saft Group.

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RISKS AND CONTROL

Risk Factors 3
B) Extension of the Group’s policy to the supply chain Supplier awareness-raising actions
TOTAL expects its suppliers to: The deployment of the anti-corruption policy in purchasing continued
in 2017 with awareness-raising sessions for strategic suppliers at
— adhere to the Fundamental Principles of Purchasing and ensure
the Suppliers Day. This event gathered more than 100 suppliers that
that they are adhered to in their activities;
are considered to be strategic in view of their contribution to Group
— accept to be audited according to these principles; operations. In addition to numerous initiatives taken in previous years,
in 2018 approximately 229 suppliers underwent an anti-corruption
— remain attentive to the everyday working conditions of their
analysis through the issuing of specific questionnaires, completed, in
employees and their suppliers’ employees;
some cases, by external inspections.
— ensure that their own suppliers and subcontractors adhere to
Every year, one of the departments of the IPO (TOTAL IPO in
these Fundamental Principles of Purchasing;
Shanghai, China) organizes a compliance day and invites one of its
— refer to the Group Ethics Committee when in doubt or in the approved suppliers. It can explain the actions it takes regarding
event of any malfunction. anti-corruption compliance, the concrete problems encountered and
how it deals with them. The discussions, based on case studies and
The rules set out in these Principles must be included or transposed
topical issues, are enlightening for all. In 2018, this event was held in
into the agreements concluded with suppliers. To this end, these
December (refer also to point 5.8.1 of chapter 5).
Principles are available for consultation by all suppliers in both French
and English on TOTAL’s website (under “Suppliers”). Finally, pursuant to Rule 13p-1 of the Securities Exchange Act of
1934, as amended, which implemented certain provisions of the
The supplier qualification process Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010, TOTAL has submitted since 2014 to the SEC an annual
3
The supplier qualification process was harmonized at Group level in
document relating to “conflict minerals” (1) sourced from the
2017 by Total Global Procurement. A new internal framework was
Democratic Republic of the Congo or an adjoining country. The
published in 2018. A new computerized qualification tool will gradually
document indicates whether, during the preceding calendar year,
be rolled out starting in 2019, with a planned scope of 107 countries
any such minerals were necessary to the functionality or production
thus far.
of a product manufactured (or contracted to be manufactured) by
It will be used to automate and document the supplier qualification the TOTAL S.A. or one of its affiliates had. The main objective of the
process, which unfolds in four stages: rule’s obligation to publish this information is to prevent the direct or
indirect funding of armed groups in central Africa. For more
1. confirmation of interest;
information, refer to TOTAL’s most recent publication available at:
2. a risk pre-analysis to decide whether an in-depth analysis of sustainable-performance.total.com or www.sec.gov.
each criterion is necessary (HSE, anti-corruption, societal,
financial, technical); C) The Group’s responsible procurement commitments
3. determination of the qualification status; Since 2010, TOTAL is a signatory to the French Economy and
Finances Ministry’s Sustainable Supplier Relations Charter, which
4. monitoring and renewal of qualification. Qualifications are valid
aims to allow more sustainable and balanced relations between
for three years.
customers and suppliers.
The supplier assessment process Worldwide, a CSR global agreement monitoring Committee (known
as the “FAIR Committee”) meets every year in the presence of
Simultaneously, the Group has set up a supplier assessment process
representatives who are members of trade unions affiliated with the
to identify and prevent risks of severe impacts on human rights and
IndustriALL Global Union and appointed by this federation to monitor
fundamental freedoms, human health and safety. Thus, since 2016,
and implement the agreement. It identifies good practice and areas
the Group started conducting campaigns to audit working conditions
for improvement. In application of the areas for improvement defined
amongst its suppliers. These audits are conducted by a specialized
by this Committee, the programs mentioned earlier have already
service provider, with which TOTAL signed a framework contract in
been set up: Suppliers Day, International Procurement Day and
2016.
trainings in human rights for purchasers.
Since 2017, the Group has been rolling-out specific training for Group
Since 2018, TOTAL has been a member of the United Nations Global
purchasers to evaluate suppliers with respect to human rights.
Compact platform on Decent Work in Global Supply Chains, and, in
Moreover, in September 2018, TOTAL, BP, Equinor and Shell this capacity, takes part in various workshops that aim to help the
announced their intention to develop a common collaborative member companies of the Global Compact to make progress in this
approach to assess the respect of human rights by their suppliers. area. In December 2018, the Group committed to pursuing its efforts
The partner companies are convinced of the importance of working in terms of decent work and respecting human rights in its supply
with suppliers that respect human rights, on the one hand, and take chain by signing the “Six Commitments” of the United Nations Global
good care of their employees, on the other. The goal of this common Compact.
approach is to encourage the improvement of working conditions in
The Group’s buyers also take part in international working groups on
the supply chain of the companies involved. This initiative addresses
responsible procurement. TOTAL is an active member of IPIECA’s
the United Nations SDG N° 8: “to promote sustained, inclusive and
Supply Chain Working Group. Building on the workshops held since
sustainable economic growth, full and productive employment and
2015, TOTAL continued to participate in the Operationalization of the
decent work for all”.
UN Guiding Principles work organized by the IPIECA, aimed at both
oil and gas companies and engineering, procurement and construction
(EPC) contractors.
Finally, the Group pays special attention to the disabled and protected
employment sectors. In France, the Group’s purchases from this
sector enabled the achievement of an indirect employment rate of
nearly 1% in 2018. 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 (disabled or
protected employment sectors) by geographical area and by category
(refer to point 5.3.5.3 in chapter 5).

(1) Rule 13p-1 defines “conflict minerals” as follows (irrespective of their geographical origin): columbite-tantalite (coltan), cassiterite, gold, wolframite as well as their derivatives, which are
limited to tantalum, tin and tungsten.

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3 RISKS AND CONTROL

110 TOTAL Registration Document 2018


REPORT ON CORPORATE
4
GOVERNANCE

4.1 Administration and management bodies 112


4.1.1 Composition of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
4.1.2 Practices of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
4.1.3 Report of the Lead Independent Director on her mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
4.1.4 Evaluation of the functioning of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
4.1.5 General Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
4.1.6 Shares held by the administration and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143

4.2 Statement regarding corporate governance 145

4.3 Compensation for the administration and management bodies 145


4.3.1 Board members’ compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
4.3.2 Chairman and Chief Executive Officer’s compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
4.3.3 Executive officers’ compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
4.3.4 Stock option and free share grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163

4.4 Additional information about corporate governance 169


4.4.1 Regulated agreements and undertakings and related-party transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
4.4.2 Delegations of authority and powers granted to the Board of Directors with respect to share capital increases
and authorization for share cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
4.4.3 Provisions of the bylaws governing shareholders’ participation in General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
4.4.4 Information about factors likely to have an impact in the event of a public takeover or exchange offer. . . . . . . . . . . . . . 171
4.4.5 Statutory auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

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4 REPORT ON CORPORATE GOVERNANCE

Administration and management bodies

The information set out in this chapter forms the Board of Directors’ functional divisions, including in particular the Legal, Finance and
report on corporate governance, produced pursuant to Article People & Social Responsibility Departments. After the sections
L. 225-37 of the French Commercial Code. This report has been relevant to their respective duties were reviewed by the Governance
prepared on the basis of the deliberations of the Board of Directors, and Ethics Committee and the Compensation Committee, the report
and with the assistance of several of the Company’s corporate was approved by the Board of Directors.

4.1 Administration and management bodies


4.1.1 Composition of the Board of Directors
As of March 13, 2019

12 1 1 1 90%
directors Lead director director independent
Independent representing representing directors (a)
Director employee employees
shareholders

61 5.2 45.5% 54.5% 6


average age average years women (b) men (b) nationalities
of directors of service represented
of the Board

(a) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
For more information, refer to point 4.1.1.4 of this chapter.
(b) Excluding the director representing employees, in accordance with Article L. 225-27-1 of the French Commercial Code.

The Company is administered by a Board of Directors whose Ms. Patricia Barbizet has served as Lead Independent Director since
members include a director representing employee shareholders December 19, 2015. Her duties are specified in the Rules of
elected on the proposal of the shareholders specified in Article Procedure of the Board of Directors (refer to point 4.1.2.1 of this
L. 225-102 of the French Commercial Code, in accordance with chapter).
the provisions of Article L. 225-23 of the French Commercial
Directors are appointed for a three-year period (Article 11 of the
Code (hereafter referred to as the “director representing employee
Company’s bylaws). The terms of office of the members of the Board
shareholders”) and a director representing employees appointed by
are staggered to space more evenly the renewal of appointments
the Central Works Council (replaced since December 2018 by the
and to ensure the continuity of the work of the Board of Directors
Central Social and Economic Committee) of UES Amont – Global
and its Committees, in accordance with the recommendations of the
Services – Holding in accordance with the provisions of Article
AFEP-MEDEF Code, which the Company refers to. The profiles,
L. 225-27-1 of the French Commercial Code and the Company’s
experience and expertise of the directors are detailed in the
bylaws.
biographies below.
Mr. Patrick Pouyanné is the Chairman and Chief Executive Officer of
TOTAL S.A. He has served as Chairman of the Board of Directors
since December 19, 2015, the date on which the functions of
Chairman of the Board of Directors and Chief Executive Officer of
TOTAL S.A. were combined (refer to point 4.1.5.1 of this chapter).

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Administration and management bodies 4


Overview of the Board of Directors
Appendix 3 of the AFEP-MEDEF Code
Participation
in Board
Personal information Experience Position on the Board Committees

Number of Length of
directorships Initial Term of service
Number held at listed Indepen- date of office on the
Age Gender Nationality of shares corporations (a) dence appointment expires Board

Patrick Pouyanné 55 M 127,617 1 2015 2021 4 4


Chairman and
Chief Executive Officer
Patrick Artus 67 M 1,000 2 4 2009 2021 10 4

Patricia Barbizet 63 F 1,050 4 4 2008 2020 11 4


Lead Independent Director
Marie-Christine Coisne-Roquette 62 F 4,472 1 4 2011 2020 8 4

Mark Cutifani 60 M 2,000 1 4 2017 2020 2 4

Maria van der Hoeven 69 F 1,000 2 4 2016 2019 3 4

Anne-Marie Idrac 67 F 1,250 4 4 2012 2021 7 4

Gérard Lamarche 57 M 3,064 4 4 2012 2019 7 4

Jean Lemierre 68 M 1,042 1 4 2016 2019 3 4 4


Renata Perycz 55 F 549 0 n/a 2016 2019 3 4
Director representing
employee shareholders
Christine Renaud 50 F 200 0 n/a 2017 2020 2 4
Director representing employees
Carlos Tavares 60 M 1,000 2 4 2017 2020 2 4

(a) Number of directorships held by the director at listed companies outside his or her group, including foreign companies, assessed in accordance with the recommendations of the
AFEP-MEDEF Code, point 18 (refer to point 4.1.1.3 of this chapter).

Overview of the Committees


As of March 13, 2019

Audit Committee Governance and Compensation Strategy & CSR


Ethics Committee Committee Committee
4 members 4 members 5 members 6 members
100% independent 100% independent 100% independent (a) 80% independent (a)
Marie-Christine Patricia Barbizet* Gérard Lamarche* Patrick Pouyanné*
Coisne-Roquette* Mark Cutifani Patricia Barbizet Patrick Artus
Patrick Artus Anne-Marie Idrac Marie-Christine Patricia Barbizet
Maria van der Hoeven Jean Lemierre Coisne-Roquette Anne-Marie Idrac
Gérard Lamarche Renata Perycz (b) Jean Lemierre
Carlos Tavares Christine Renaud (c)

(a) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
(b) Director representing employee shareholders.
(c) Director representing employees.
* Chairperson of the Committee.

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Administration and management bodies

Changes to the composition of the Board of Directors and the Committees


Appendix 3 of the AFEP-MEDEF Code – Changes that have occurred within the membership
of the Board of Directors and Committees during the financial year

Situation as of March 13, 2019 Departure Appointment Renewal

Board of Directors - - Mr. Patrick Pouyanné


OSM of 06/01/2018
- - Mr. Patrick Artus (a)
OSM of 06/01/2018
- - Ms. Anne-Marie Idrac (a)
OSM of 06/01/2018
Mr. Gérard Lamarche (a) Ms. Lise Croteau (a) Ms. Maria van der Hoeven (a)
OSM of 05/29/2019 OSM of 05/29/2019 (b) OSM of 05/29/2019 (b)
Ms. Renata Perycz (c) Director representing Mr. Jean Lemierre (a)
OSM of 05/29/2019 employee shareholders OSM of 05/29/2019 (b)
OSM of 05/29/2019 (d)
Audit Committee - - -
Governance and - Mr. Mark Cutifani (a)
Ethics Committee 06/01/2018 -
Compensation Committee - Mr. Carlos Tavares (a)
06/01/2018 -
Strategy & CSR Committee - Ms. Christine Renaud (e)
06/01/2018 -
(a) Independent director.
(b) Subject to approval of the resolutions at the Shareholders’ Meeting on May 29, 2019.
(c) Director representing employee shareholders.
(d) For the appointment of the director representing employee shareholders proposed to the Shareholders’ Meeting of May 29, 2019, refer to point 4.1.1.7 of this chapter.
(e) Director representing employees.
OSM: Ordinary Shareholders’ Meeting.

4.1.1.1 Profile, experience and expertise of the directors


(Information as of December 31, 2018) (1)

PATRICK POUYANNÉ

Chairman and Chief Executive Officer of TOTAL S.A.*


Chairman of the Strategy & CSR Committee
Biography & Professional Experience
A graduate of École Polytechnique and a Chief Engineer of France’s Corps des Mines, Mr. Pouyanné held, between
1989 and 1996, various administrative positions in the Ministry of Industry and other cabinet positions (technical
Born on June 24, 1963
advisor to the Prime Minister – Édouard Balladur – in the fields of the Environment and Industry from 1993 to 1995,
(French)
Chief of staff for the Minister for Information and Aerospace Technologies – François Fillon – from 1995 to 1996).
Director of TOTAL S.A. In January 1997, he joined TOTAL’s Exploration & Production division, first as Chief Administrative Officer in Angola,
since the Ordinary before becoming Group representative in Qatar and President of the Exploration and Production subsidiary in that
Shareholders’ Meeting country in 1999. In August 2002, he was appointed President, Finance, Economy and IT for Exploration & Production.
of May 29, 2015 In January 2006, he became Senior Vice President, Strategy, Business Development and R&D in Exploration &
Production and was appointed a member of the Group’s Management Committee in May 2006. In March 2011,
Date last reappointed:
Mr. Pouyanné was appointed Deputy General Manager, Chemicals, and Deputy General Manager, Petrochemicals.
Ordinary Shareholders’
In January 2012, he became President, Refining & Chemicals and a member of the Group’s Executive Committee.
Meeting of June 1, 2018
On October 22, 2014, he became Chief Executive Officer of TOTAL S.A. and Chairman of the Group’s Executive
Expiry date of term of
Committee. On May 29, 2015, he was appointed by the Annual Shareholders’ Meeting as director of TOTAL S.A.
office: 2021 Ordinary
for a three-year term. The Board of Directors of TOTAL appointed him as Chairman of the Board of Directors as of
Shareholders’ Meeting
December 19, 2015. Mr. Pouyanné thus became the Chairman and Chief Executive Officer of TOTAL S.A.
Number of TOTAL Following the renewal of Mr. Pouyanné’s directorship at the Shareholders’ Meeting on June 1, 2018 for a
shares held: 127,617 three-year period, the Board of Directors renewed Mr. Pouyanné’s term of office as Chairman and Chief Executive
Number of Total Officer for a period equal to that of his directorship. Mr. Pouyanné is also the Chairman of the Association United
Actionnariat France Way – L’Alliance since June 2018, having accepted this office as TOTAL S.A.’s Chairman and Chief Executive Officer.
collective investment
Main function: Chairman and Chief Executive Officer of TOTAL S.A.*
fund units held:
8,931.3728
(as of 12/31/2018)

(1) Including information pursuant to Article L. 225-37-4 of the French Commercial Code and item 14.1 of Annex I of EC Regulation No. 809/2004 of April 29, 2004.
* For information relating to directorships, the companies marked with an asterisk are listed companies.

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Administration and management bodies 4


Business address: Directorships and functions held at any company during the 2018 fiscal year
TOTAL S.A.
2 place Jean Millier, Within the TOTAL Group
La Défense 6, — Chairman and Chief Executive Officer of TOTAL S.A.* and Chairman of the Strategy & CSR Committee
92400 Courbevoie
Outside the TOTAL Group
France
— Director of Cap Gemini S.E.* (since May 10, 2017) and member of the Strategy and Investments Committee
(since September 1, 2017)
Directorships that have expired in the previous five years
— Chairman and Director of Total Refining & Chemicals until 2014
— Chairman and Director of Total Petrochemicals & Refining S.A./NV until 2014

PATRICK ARTUS

Independent director
Member of the Audit Committee
Member of the Strategy & CSR Committee
Biography & Professional Experience
A graduate of École Polytechnique, École Nationale de la Statistique et de l’Administration Économique (ENSAE)
Born on October 14,
and the Institut d’Études Politiques de Paris, Mr. Artus began his career at INSEE (the French National Institute
1951 (French)
for Statistics and Economic Studies) where his work included economic forecasting and modeling. He then
Director of TOTAL S.A. worked at the Economics Department of the OECD (1980), later becoming the Head of Research at the ENSAE
since the Ordinary from 1982 to 1985. He was scientific advisor at the Research Department of the Banque de France, before
Shareholders’ Meeting joining the Natixis Group as the head of the Research Department, and has been a member of its Executive
of May 15, 2009 Committee since May 2013. He is an associate professor at the Paris School of Economics. He is also a 4
member of the Cercle des Économistes.
Date last reappointed:
Ordinary Shareholders’ Main function: Head of the Research Department and member of the Executive Committee of Natixis*
Meeting of June 1, 2018
Directorships and functions held at any company during the 2018 fiscal year
Expiry date of term of
office: 2021 Ordinary
Within the Natixis group
Shareholders’ Meeting
— Head of the Research Department and member of the Executive Committee of Natixis*
Number of TOTAL
Outside the Natixis group
shares held: 1,000
— Director of TOTAL S.A.* and member of the Audit Committee and the Strategy & CSR Committee
(as of 12/31/2018)
— Director of IPSOS*
Business address:
Natixis Directorships that have expired in the previous five years
47 quai d’Austerlitz
None
75013 Paris – France

PATRICIA BARBIZET

Independent director – Lead Independent Director


Chairwoman of the Governance and Ethics Committee
Member of the Compensation Committee
Member of the Strategy & CSR Committee
Biography & Professional Experience
Born on April 17, 1955
A graduate of École Supérieure de Commerce de Paris (ESCP-Europe) in 1976, Patricia Barbizet started her
(French)
career in the Treasury division of Renault Véhicules Industriels, and then as CFO of Renault Crédit International.
Director of TOTAL S.A. In 1989, she joined the group of François Pinault as CFO, and was CEO of Artémis, the Pinault family’s investment
since the Ordinary company, between 1992 and 2018. She was also CEO and Chairwoman of Christie’s from 2014 to 2016.
Shareholders’ Meeting
Patricia Barbizet was Vice Chairwoman of the Board of Directors of Kering and Vice Chairwoman of Christie’s
of May 16, 2008
plc. She has been a member of the Board of Directors of TOTAL S.A. since 2008, and was a director of
Date last reappointed: Bouygues, Air France-KLM and PSA Peugeot-Citroën. She chaired the Investment Committee of the Fonds
Ordinary Shareholders’ Stratégique d’Investissement (FSI) from 2008 to 2013.
Meeting of May 26,
Main function: Chairwoman of Temaris et Associés SAS since October 2018
2017
Expiry date of term of Directorships and functions held at any company during the 2018 fiscal year
office: 2020 Ordinary
Shareholders’ Meeting Within the Artémis group
— Director of Artémis until July 2018
Number of TOTAL
— Chief Executive Officer of Artémis until January 2018
shares held: 1,050
— Deputy Chairwoman of Christie’s International plc until January 2018
(as of 12/31/2018)
— Director and Vice Chairwoman of the Board of Directors of Kering S.A.* until December 2018
Business address: — General Manager (non-executive) and member of the Supervisory Board of Financière Pinault until January 2018
Temaris — Permanent representative of Artémis, member of the Board of Directors of Agefi until January 2018
40 rue François 1er, — Permanent representative of Artémis, member of the Board of Directors of Sebdo le Point until January 2018
75008 Paris – France

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Administration and management bodies

— Member of the Management Board of Société Civile du Vignoble de Château Latour until January 2018
— Director of Yves Saint Laurent until November 2018
— Amministratore & Amministratore Delagato of Palazzo Grassi until January 2018
— Member of the Supervisory Board of Ponant until January 2018
— Representative of Artémis, member of the Supervisory Board of Collection Pinault Paris until January 2018
Outside the Artémis group
— Chairwoman of Temaris et Associés SAS since October 2018
— Director of TOTAL S.A.*, Lead Independent Director, Chairwoman of the Governance and Ethics Committee,
member of the Compensation Committee and member of the Strategy & CSR Committee
— Director of Groupe Fnac Darty*
— Director of Axa* since April 2018
— Director of Pernod Ricard* since November 2018
Directorships that have expired in the previous five years
— Chairwoman and CEO of Christie’s International plc until December 2016
— Member of the supervisory board of Peugeot S.A.* until April 2016
— Director of Société Nouvelle du Théâtre Marigny until November 2015

MARIE-CHRISTINE COISNE-ROQUETTE

Independent director
Chairwoman of the Audit Committee
Member of the Compensation Committee
Biography & Professional Experience
Ms. Coisne-Roquette has a Bachelor’s Degree in English. A lawyer by training, with a French Master’s in law and
Born on November 4,
a Specialized Law Certificate from the New York bar, she started her career as an attorney in 1981 at the Paris
1956 (French)
and New York bars, as an associate of Cabinet Sonier & Associés in Paris. In 1984, she became a member of
Director of TOTAL S.A. the Board of Directors of Colam Entreprendre, a family holding company that she joined full time in 1988. As
since the Ordinary Chairwoman of the Board of Colam Entreprendre and the Sonepar Supervisory Board, she consolidated family
Shareholders’ Meeting ownership, reorganized the Group structures and reinforced the shareholders’ Group to sustain its growth
of May 13, 2011 strategy. Chairwoman and Chief Executive Officer of Sonepar as of 2002, Marie-Christine Coisne-Roquette
became Chairwoman of Sonepar S.A.S. in 2016. At the same time, she heads Colam Entreprendre as its
Date last reappointed:
Chairwoman and Chief Executive Officer. Formerly a member of the Young Presidents’ Organization (YPO), she
Ordinary Shareholders’
served the MEDEF (France’s main employers’ association) as Executive Committee member for 13 years and
Meeting of May 26,
was Chairwoman of its Tax Commission from 2005 to 2013. She was a member of the Economic, Social and
2017
Environmental Council from 2013 and 2015 and is currently a Director of TOTAL S.A.
Expiry date of term of
Main function: Chairwoman of Sonepar S.A.S.
office: 2020 Ordinary
Shareholders’ Meeting
Directorships and functions held at any company during the 2018 fiscal year
Number of TOTAL
shares held: 4,472 Within the Sonepar group
(as of 12/31/2018) — Chairwoman of Sonepar S.A.S.
— Chairwoman of the Corporate Board of Sonepar S.A.S.
Business address:
— Chairwoman and Chief Executive Officer of Colam Entreprendre
Sonepar
— Legal representative of Sonepar S.A.S., Chairperson of Sonepar International
25 rue d’Astorg
— Legal representative of Sonepar S.A.S., director of Sonepar France S.A.S.
75008 Paris – France
— Legal representative of Sonepar S.A.S., co-manager of Sonedis (société civile) until October 29, 2018
— Permanent representative of Colam Entreprendre, co-manager of Sonedis (société civile) until October 29, 2018
— Permanent representative of Colam Entreprendre, director of SO.VE.MAR.CO Europe (S.A.)
— Chief Executive Officer of Sonepack S.A.S.
— Permanent representative of Sonepar Belgium to the Board of Cebeo N.V. (Belgium) until February 2018
Outside the Sonepar group
— Director of TOTAL S.A.*, Chairwoman of the Audit Committee and member of the Compensation Committee
— Co-manager of Développement Mobilier & Industriel (société civile)
— Managing Partner of Ker Coro (société civile immobilière)
— Member of the Supervisory Board of Akuo Energy S.A.S.
Directorships that have expired in the previous five years
— Chairwoman of the Board of Directors of Sonepar S.A. until 2016

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MARK CUTIFANI

Independent director
Member of the Governance and Ethics Committee
Biography & Professional Experience
Mr. Cutifani was appointed director and Chief Executive of Anglo American plc on April 3, 2013. He is a member
of the Board’s Sustainability Committee and chairs the Group Management Committee. Mr. Cutifani has 42 years
Born on May 2, 1958
of experience in the mining industry in various parts of the world, covering a broad range of products. Mark
(Australian)
Cutifani is a non-executive director of Anglo American Platinum Limited, Chairman of Anglo American South
Director of TOTAL S.A. Africa and Chairman of De Beers plc. He previously held the post of Chief Executive Officer of AngloGold Ashanti
since the Ordinary Limited. Before joining AngloGold Ashanti, Mr. Cutifani was COO responsible for global nickel business of Vale.
Shareholders’ Meeting Prior to that, he held various management roles at Normandy Group, Sons of Gwalia, Western Mining Corporation,
of May 26, 2017 Kalgoorlie Consolidated Gold Mines and CRA (Rio Tinto).
Expiry date of term of Mr. Cutifani has a degree in Mining Engineering (with honors) from the University of Wollongong in Australia.
office: 2020 Ordinary He is a Fellow of the Royal Academy of Engineering, the Australasian Institute of Mining and Metallurgy and the
Shareholders’ Meeting Institute of Materials, Minerals and Mining in the United Kingdom.
Number of TOTAL Mr. Cutifani received an honorary doctorate from the University of Wollongong in Australia in 2013 and an honorary
shares held: 2,000 doctorate from Laurentian University in Canada in 2016.
(as of 12/31/2018)
Main function: Chief Executive of Anglo American plc.*
Business address:
Anglo American Directorships and functions held at any company during the 2018 fiscal year
plc Group,
20 Carlton House Within the Anglo American group
Terrace, — Director and Chief Executive of Anglo American plc.*
London, SWY5AN — Non-executive director of Anglo American Platinum Limited 4
United Kingdom — Chairman of Anglo American South Africa
— Chairman of De Beers plc.
Outside the Anglo American group
— Director of TOTAL S.A.* and, since June 1, 2018, member of the Governance and Ethics Committee
Directorships that have expired in the previous five years
— Chief Executive Officer of AngloGold Ashanti Limited

MARIA VAN DER HOEVEN

Independent director
Member of the Audit Committee
Biography & Professional Experience
Ms. van der Hoeven trained as a teacher, becoming a professor in economic sciences and administration then a
school counselor. She was then Executive Director of the Administrative Center for vocational training for adults
Born on September 13,
in Maastricht for seven years and then Director of the Limbourg Technology Center. She was a member of the
1949 (Dutch)
Dutch Parliament, served as Minister of Education, Culture and Science from 2002 to 2007, and was Minister of
Director of TOTAL S.A. Economic Affairs of the Netherlands from 2007 to 2010. Ms. van der Hoeven then served as Executive Director
since the Ordinary of the International Energy Agency (IEA) from September 2011 to August 2015. During this period, she contributed
Shareholders’ Meeting to increasing the number of members of the Agency and emphasized the close link between climate and energy
of May 24, 2016 policy. In September 2015, Ms. van der Hoeven joined the Board of Trustees of Rocky Mountain Institute (USA)
and in the spring of 2016, became a member of the supervisory board of Innogy SE (Germany). Since October
Expiry date of term of
2016, Ms. van der Hoeven has been Vice Chairwoman of the High-level Panel of the European Decarbonisation
office: Ordinary
Pathways Initiative within the European Commission.
Shareholders’ Meeting
of May 29, 2019 Main function: Independent director
Number of TOTAL
Directorships and functions held at any company during the 2018 fiscal year
shares held: 1,000
(as of 12/31/2018) — Director of TOTAL S.A.* and member of the Audit Committee
— Member of the Supervisory Board of Innogy SE*
Business address:
— Member of the Board of Trustees of Rocky Mountain Institute (USA)
Pommardlaan 17
6213GV Maastricht Directorships that have expired in the previous five years
Netherlands
— Member of the Supervisory Board of RWE AG (Germany)

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Administration and management bodies

ANNE-MARIE IDRAC

Independent Director
Member of the Governance and Ethics Committee
Member of the Strategy & CSR Committee
Biography & Professional Experience
A graduate of Institut d’Études Politiques de Paris and formerly a student at École Nationale d’Administration
Born on July 27, 1951
(ENA -1974), Ms. Idrac began her career holding various positions as a senior civil servant at the Ministry of
(French)
Infrastructure (Ministère de l’Équipement) in the fields of environment, housing, urban planning and transportation.
Director of TOTAL S.A. She served as Executive Director of the public institution in charge of the development of Cergy-Pontoise
since the Ordinary (Établissement public d’Aménagement de Cergy-Pontoise) from 1990 to 1993 and Director of land transport
Shareholders’ Meeting from 1993 to 1995. Ms. Idrac was State Secretary for Transport from May 1995 to June 1997, elected member
of May 11, 2012 of Parliament for Yvelines from 1997 to 2002, regional councilor for Île-de-France from 1998 to 2002 and State
Secretary for Foreign Trade from March 2008 to November 2010. She also served as Chairwoman and Chief
Date last reappointed:
Executive Officer of RATP from 2002 to 2006 and then as Chairwoman of SNCF from 2006 to 2008.
Ordinary Shareholders’
Meeting of June 1, 2018 Main function: Independent Director
Expiry date of term of
Directorships and functions held at any company during the 2018 fiscal year
office: 2021 Ordinary
Shareholders’ Meeting — Director of TOTAL S.A.*, member of the Governance and Ethics Committee and member of the Strategy &
CSR Committee
Number of TOTAL
— Director of Air France-KLM* and Chairwoman of the Sustainable Development and Compliance Committee
shares held: 1,250
— Director of Bouygues*, Chairwoman of the CSR Committee and member of the Audit Committee
(as of 12/31/2018)
— Director of Saint Gobain* and Chairwoman of the Nominations and Compensation Committee
Business address:
Directorships that have expired in the previous five years
9 place Vauban
75007 Paris — Chairwoman of the Supervisory Board of Toulouse-Blagnac Airport until May 2018
France — Member of the Supervisory Board of Vallourec until 2015
— Director of Mediobanca S.p.A. (Italy) until 2014

GÉRARD LAMARCHE

Independent director
Chairman of the Compensation Committee
Member of the Audit Committee
Biography & Professional Experience
Mr. Lamarche graduated in economic science from Louvain-La-Neuve University and is also a graduate of
Born on July 15, 1961
INSEAD business school (Advanced Management Program for Suez Group Executives). He also attended the
(Belgian)
Global Leadership Series training course at the Wharton International Forum in 1998-99. He started his career at
Director of TOTAL S.A. Deloitte Haskins & Sells in Belgium in 1983, before becoming a consultant in mergers and acquisitions in the
since January 12, 2012 Netherlands in 1987. In 1988, Mr. Lamarche joined Société Générale de Belgique as an investment manager. He
was promoted to the position of management controller in 1989 before becoming a consultant in strategic
Date last reappointed:
operations from 1992 to 1995. He joined Compagnie Financière de Suez as a Project Manager for the Chairman
Ordinary Shareholders’
and Secretary of the Executive Committee (1995-1997), before being appointed as the acting Managing Director
Meeting of May 24,
in charge of Planning, Management Control and Accounts. In 2000, Mr. Lamarche moved to NALCO (the
2016
American subsidiary of the Suez group and the world leader in the treatment of industrial water) as Director and
Expiry date of term Chief Executive Officer. He was appointed Chief Financial Officer of the Suez group in 2003. In April 2011, Mr.
of office: Ordinary Lamarche became a director on the Board of Directors of Groupe Bruxelles Lambert (GBL). He has been the
Shareholders’ Meeting Deputy Managing Director since January 2012. Mr. Lamarche is currently a director of LafargeHolcim Ltd
of May 29, 2019 (Switzerland), TOTAL S.A., SGS S.A. (Switzerland) and Umicore (Belgium).
Number of TOTAL Main function: Deputy Managing Director of Groupe Bruxelles Lambert*
shares held: 3,064
(as of 12/31/2018) Directorships and functions held at any company during the 2018 fiscal year
Business address:
Within Groupe Bruxelles Lambert
Groupe Bruxelles
— Deputy Managing Director of Groupe Bruxelles Lambert*
Lambert
24, avenue Marnix
Within holdings of Groupe Bruxelles Lambert
1000 Brussels
— Director of TOTAL S.A.*, Chairman of the Compensation Committee and member of the Audit Committee
Belgium
— Director and member of the Audit Committee of LafargeHolcim Ltd*
— Director of SGS S.A.*
— Director of Umicore*
Directorships that have expired in the previous five years
— Director of Lafarge* until 2016
— Director and Chairman of the Audit Committee of Legrand* until 2016
— Non-voting member (censeur) of Engie S.A.* until 2015

118 TOTAL Registration Document 2018


REPORT ON CORPORATE GOVERNANCE

Administration and management bodies 4


JEAN LEMIERRE

Independent director
Member of the Governance and Ethics Committee
Member of the Strategy & CSR Committee
Biography & Professional Experience
Mr. Lemierre is a graduate of the Institut d’Études Politiques de Paris and the École Nationale d’Administration; he
Born on June 6, 1950 also has a law degree. Mr. Lemierre held various positions at the French tax authority, including as Head of the Fiscal
(French) Legislation Department and Director-General of Taxes. He was then appointed as Cabinet Director at the French
Ministry of Economy and Finance before becoming Director of the French Treasury in October 1995. Between 2000
Director of TOTAL S.A.
and 2008, he was President of the European Bank for Reconstruction and Development (EBRD). He became an
since the Ordinary
advisor to the Chairman of BNP Paribas in 2008 and has been Chairman of BNP Paribas since December 1, 2014.
Shareholders’ Meeting
During his career, Mr. Lemierre has also been a member of the European Monetary Committee (1995-1998), Chairman
of May 24, 2016
of the European Union Economic and Financial Committee (1999-2000) and Chairman of the Paris Club (1999-2000).
Expiry date of term of He then became a member of the International Advisory Council of China Investment Corporation (CIC) and the
office: International Advisory Council of China Development Bank (CDB). He is currently Chairman of the Centre d’Études
Ordinary Shareholders’ Prospectives et d’Informations Internationales (CEPII) and a member of the Institute of International Finance (IIF).
Meeting of May 29,
Main function: Chairman of the Board of Directors of BNP Paribas*
2019
Number of TOTAL Directorships and functions held at any company during the 2018 fiscal year
shares held: 1,042
(as of 12/31/2018) Within the BNP Paribas group
— Chairman of the Board of Directors of BNP Paribas*
Business address:
— Director of TEB Holding AS
BNP Paribas
3 rue d’Antin
75002 Paris
Outside the BNP Paribas group
— Director of TOTAL S.A.*, member of the Governance and Ethics Committee and member of the Strategy &
4
France CSR Committee
— Chairman of Centre d’Études Prospectives et d’Informations Internationales (CEPII)
— Member of the Institute of International Finance (IIF)
— Member of the International Advisory Board of Orange*
— Member of the International Advisory Council of China Development Bank* (CDB)
— Member of the International Advisory Council of China Investment Corporation (CIC)
— Member of the International Advisory Panel (IAP) of the Monetary Authority of Singapore (MAS)
Directorships that have expired in the previous five years
— Director of Bank Gospodarki Zywnosciowej (BGZ) (Poland) until 2014

RENATA PERYCZ

Director representing employee shareholders


Member of the Compensation Committee
Biography & Professional Experience
Ms. Perycz is a graduate of the University of Warsaw, the École des Hautes Etudes Commerciales (HEC) and the
SGH Warsaw School of Economics. Ms. Perycz entered the Group in 1993 as a logistics and sales manager for
Born on November 5,
Total Polska. In 2000, she became a supplies and logistics manager before becoming head of the subsidiary’s
1963 (Polish)
Purchasing Department in 2003.
Director of TOTAL S.A.
In 2007, she became Director of Human Resources and Purchasing at Total Polska. Since 2013, Ms. Perycz has
since the Ordinary
been the subsidiary’s Human Resources and Internal Communications director.
Shareholders’ Meeting
of May 24, 2016 She has also been an elected member, representing unit-holders, of the Supervisory Board of FCPE Total
Actionnariat International Capitalisation since 2012.
Expiry date of term
of office: Ordinary Main function: Human Resources and Internal Communications Director of Total Polska
Shareholders’ Meeting
of May 29, 2019 Directorships and functions held at any company during the 2018 fiscal year
Number of TOTAL — Director representing employee shareholders of TOTAL S.A.* and member of the Compensation Committee
shares held: 549
Directorships that have expired in the previous five years
Number of Total
None
Actionnariat International
Capitalisation collective
investment fund units
held: 1,573.8958
Number of Total
International Capital
collective investment
fund units held: 6.4581
(as of 12/31/2018)
Business address:
Total Polska Sp. Z o.o.
Al. Jana Pawla II 80,
00-175 Warsaw – Poland

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4 REPORT ON CORPORATE GOVERNANCE

Administration and management bodies

CHRISTINE RENAUD

Director representing employees


Member of the Strategy & CSR Committee
Biography & Professional Experience
A graduate of the Institut Universitaire de Technologie en Chimie at Poitiers University, Ms. Renaud began her
career with the Group in 1990 as an analytical development technician for Sanofi (Ambarès site) and then the
Born on May 7, 1968
Groupement de Recherches de Lacq (GRL). In 2004, she joined the organic analysis laboratory at the Pôle
(French)
d’Études et de Recherches de Lacq (PERL), before helping to set up a new research laboratory. During her time
Director representing at GRL, Ms. Renaud was elected as a member of the Works Committee before holding office as a union
employees of TOTAL representative and member of the Group’s European Committee from 2004 to 2011. At the end of 2011, Ms.
S.A. since the Ordinary Renaud was elected as Secretary of the Group’s European Committee. Her term of office was renewed in 2013
Shareholders’ Meeting until April 5, 2017. At its meeting of March 30, 2017, the UES Amont Central Works Council – Global
of May 26, 2017 Services – Holding appointed Ms. Renaud as director representing employees on the Board of Directors of
TOTAL S.A. as of May 26, 2017, for a period of three years expiring following the 2020 Shareholders’ Meeting of
Expiry date of term of
TOTAL S.A.
office: 2020 Ordinary
Shareholders’ Meeting Since March 1, 2018, Ms. Renaud has served as communications officer at the Centre Technique et Scientifique
Jean Féger.
Number of TOTAL
shares held: 200 Main function: TOTAL S.A.* employee
Number of Total
Directorships and functions held at any company during the 2018 fiscal year
Actionnariat France
collective investment — Director representing employees of TOTAL S.A.* and, since June 1, 2018, member of the Strategy & CSR
fund units held: 1,471 Committee
(as of 12/31/2018)
Directorships that have expired in the previous five years
Business address:
None
TOTAL S.A.
2 place Jean Millier,
La Défense 6,
92400 Courbevoie
France

CARLOS TAVARES

Independent director
Member of the Compensation Committee
Biography & Professional Experience
A graduate of the École Centrale de Paris, Mr. Carlos Tavares held various positions of responsibility within the
Renault group between 1981 and 2004 before joining the Nissan group. Having been Executive Vice President,
Born on August 14, Chairman of the Management Committee Americas and President of Nissan North America, he was then Group
1958 (Portuguese) Chief Operating Officer of the Renault Group from 2011 to 2013. He joined the Managing Board of Peugeot S.A.
on January 1, 2014, and was appointed Chairman of the Managing Board on March 31, 2014.
Director of TOTAL S.A.
since the Ordinary Main function: Chairman of the Managing Board of Peugeot S.A.*
Shareholders’ Meeting
of May 26, 2017 Directorships and functions held at any company during the 2018 fiscal year
Expiry date of term of
Within the Peugeot group
office: 2020 Ordinary
— Chairman of the Managing Board of Peugeot S.A.*
Shareholders’ Meeting
— Director of Banque PSA Finance
Number of TOTAL — Chairman of the Board of Directors of PSA Automobiles S.A.*
shares held: 1,000 — Chairman of the Supervisory Board of Opel Automobiles GmbH
(as of 12/31/2018)
Outside the Peugeot group
Business address: — Director of TOTAL S.A.* and, since June 1, 2018, member of the Compensation Committee
Peugeot S.A. — Director of AIRBUS Group*
7 rue Henri
Directorships that have expired in the previous five years
Ste Claire Deville,
92500 Rueil-Malmaison — Director of PCMA Holding B.V.
France — Director of Faurecia* until October 2018

Directorships of TOTAL S.A. expired in 2018


None.

120 TOTAL Registration Document 2018


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Administration and management bodies 4


4.1.1.2 Absence of conflicts of interest The current members of the Company’s Board of Directors have
or convictions informed the Company that they have not been charged with,
convicted or subject to any incrimination, conviction or sanction
The Board of Directors’ Rules of Procedure stipulate the specific
pronounced by a judicial or administrative authority or a professional
rules for preventing conflicts of interest applicable to directors in the
body, have not been associated with bankruptcy, sequestration,
following terms (refer to point 4.1.2.1 of this chapter for the full version
receivership or court-ordered liquidation proceedings, and have
of the Rules of Procedure):
not been convicted of fraud, prohibited from managing a company
or disqualified as stipulated in item 14.1 of Annex I of EC Regulation
809/2004 of April 29, 2004, over the last five years.
“2.5. Duty of Loyalty
Directors must not take advantage of their office or duties to gain, 4.1.1.3 Plurality of directorships held by directors
for themselves or a third party, any monetary or non-monetary
The number of directorships held by the directors at listed companies
benefit.
outside their group, including foreign companies, was assessed as
They must notify the Chairman of the Board of Directors and of December 31, 2018, in accordance with the recommendations of
the Lead Independent Director, if one has been appointed, of the AFEP-MEDEF Code (point 18) which states that “an executive
any existing or potential conflict of interest with the Company officer should not hold more than two other directorships in listed
or any Group company, and they must refrain from participating corporations, including foreign corporations, outside of his or her
in the vote relating to the corresponding resolution as well as group. [This] limit […] does not apply to directorships held by an
from participating in any debate preceding such vote. executive officer in subsidiaries and holdings, held alone or together
with others, of companies whose main activity is to acquire and
Directors must inform the Board of Directors of their
manage such holdings. […] A director should not hold more than
participation in any transaction that directly involves the
four other directorships in listed corporations, including foreign
Company, or any Group company, before such transaction is
corporations outside of the group.”
finalized.
Directors must not assume personal responsibilities in companies Summary of other directorships held by members
or businesses having activities in competition with those of the of the Board of Directors
Company or any Group company without first having informed
the Board of Directors.
Number of Compliance with 4
directorships the criteria of
Directors undertake not to seek or accept from the Company, held at listed the AFEP-MEDEF
As of December 31, 2018 companies (a) Code
or from companies directly or indirectly connected to the
Company, any advantages liable to be considered as being of
Patrick Pouyanné 1 4
a nature that may compromise their independence.”
Patrick Artus 2 4
“7.2 Duties of the Lead Independent Director
Patricia Barbizet 4 4
5. Prevention of conflicts of interest
Marie-Christine Coisne-Roquette 1 4
Within the Governance and Ethics Committee, the Lead
Independent Director organizes the performance of due diligence Mark Cutifani 1 4
in order to identify and analyze potential conflicts of interest
Maria van der Hoeven 2 4
within the Board of Directors. He informs the Chairman and
Chief Executive Officer of any conflicts of interest identified as a Anne-Marie Idrac 4 4
result and reports to the Board of Directors on these activities.
Gérard Lamarche 4 4
Pursuant to the obligation to declare conflicts of interest set
Jean Lemierre 1 4
out in Article 2.5 of these Rules, any director affected by an
existing or potential conflict of interest must inform the Renata Perycz (b) 0 4
Chairman and Chief Executive Officer and the Lead
Christine Renaud (c) 0 4
Independent Director.”
Carlos Tavares 2 4

(a) In accordance with the criteria of the AFEP-MEDEF Code.


The Lead Independent Director has performed due diligence in order (b) Director representing employee shareholders.
to identify and analyze potential conflicts of interest. He brought to (c) Director representing employees.
the attention of the Chairman and Chief Executive Officer the potential
conflicts of interest that had been identified. In this regard, the Lead
4.1.1.4 Directors independence
Independent Director was consulted in July 2018 by a director about
a potential conflict of interest that could arise due to that director’s At its meeting on February 6, 2019, the Board of Directors, on the
possible participation in a Committee of an energy-related entity in proposal of the Governance and Ethics Committee, reviewed the
an Asian country. Due to the absence of a conflict of interest, this independence of the Company’s directors as of December 31, 2018.
director then decided to respond to the offer to chair this Committee. At this Committee’s proposal, the Board considered that, pursuant
The Lead Independent director was also consulted in October 2018 to the AFEP-MEDEF Code to which the Company refers to, a director
by the director concerning that director’s potential participation to a is independent when “he or she has no relationship of any kind
strategic committee of a fund manager. He was answered positively. whatsoever with the corporation, its group or its management that
may interfere the exercise of his or her freedom of judgment”.
On the basis of the work carried out, the Board of Directors noted
the absence of potential conflicts of interest between the directors’
duties with respect to the Company and their private interests.
To the Company’s knowledge, there is no family relationship among
the members of the Board of Directors of TOTAL S.A.; there is no
arrangement or agreement with the major shareholders, customers
or suppliers under which a director was selected, and there is no
service agreement that binds a director to TOTAL S.A. or to any of its
subsidiaries and provides for special benefits under the terms thereof.

Registration Document 2018 TOTAL 121


4 REPORT ON CORPORATE GOVERNANCE

Administration and management bodies

For each director, this assessment was based on the independence criteria set forth in point 8.5 of the AFEP- MEDEF Code, revised in June 2018,
and as described below.

Criterion 1: Employee corporate officer during the previous five years


“Not to be or not to have been during the course of the previous five years:
— an employee or executive officer of the company;
— an employee, executive officer or director of a company consolidated within the corporation;
— an employee, executive officer or director of the company’s parent company or a company consolidated within this parent
company.”

Criterion 2: Cross-directorships
“Not to be an executive officer of a company in which the company holds a directorship, directly or indirectly, or in which an employee
appointed as such or an executive officer of the Corporation (currently in office or having held such office within the last five years) holds
a directorship.”

Criterion 3: Significant business relationships


“Not to be a customer, supplier, commercial banker, investment banker or consultant:
— that is significant to the corporation or its group;
— or for which the corporation or its group represents a significant portion of its activity.
The evaluation of the significance or otherwise of the relationship with the company or its group must be debated by the Board and the
quantitative and qualitative criteria that led to this evaluation (continuity, economic dependence, exclusivity, etc.) must be explicitly
stated in the report on corporate governance.”

Criterion 4: Family ties


“Not to be related by close family ties to a company officer.”

Criterion 5: Auditor
“Not to have been an auditor of the corporation within the previous 5 years.”

Criterion 6: Period of office exceeding 12 years


“Not to have been a director of the corporation for more than 12 years. Loss of the status of independent director occurs on the date
of this 12 years is reached.”

Criterion 7: Status of non-executive officer


“A non-executive officer cannot be considered independent if he or she receives variable compensation in cash or in the form of shares
or any compensation linked to the performance of the corporation or group.”

Criterion 8: Status of the major shareholder


“Directors representing major shareholders of the corporation or its parent company may be considered independent, provided these
shareholders do not take part in the control of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board,
upon a report from the nominations Committee, should systematically review the qualification of a director as independent in the light of
the make-up of the corporation’s capital and the existence of a potential conflict of interest.”

It was confirmed, regarding the independence of Mses. Barbizet, noted the absence of economic dependence and exclusivity in
Coisne-Roquette, van der Hoeven and Idrac and Messrs. Artus, the activities between the two groups. It thus concluded that
Cutifani, Lamarche, Lemierre and Tavares that the independence Mr. Artus could be deemed to be an independent director.
analyses carried out previously remained relevant.
— Regarding Peugeot S.A., of which Mr. Tavares is Chairman of
In particular, the following was noted as of the date of December 31, the Managing Board, on the one hand, the Group’s sales to
2018. Peugeot S.A. in 2018 (i.e., €519 million) represented 0.29% of the
Group’s 2018 consolidated sales ($209 billion, i.e., €177 billion)
— The level of activity between Group companies and companies
and, on the other hand, the amount of the Group’s purchases
of BNP Paribas, of which Mr. Lemierre is Chairman of the Board
from Peugeot S.A. in 2018 (i.e., €50.9 million) represented 0.23%
of Directors, did not represent a material part of the financial
of the total amount of purchases made by the Group in 2018
institution’s overall business (the level of activity of the Group
(i.e. €22 billion). The portion of the Group’s business with
companies with BNP Paribas is less than 0.1% of this bank’s net
Peugeot S.A. cannot be considered material. Moreover, for
banking income (1)), nor a material part of the total amount of
Peugeot S.A., on the one hand, the amount of Peugeot’s
external financing of the Group’s activities (less than 5%). The Board
purchases from the Group in 2018 (i.e., €519 million) represented
noted the absence of economic dependence and exclusivity in
1.3% of the total amount of Peugeot S.A.’s purchases in 2018
the activities between the two groups. It thus concluded that
(i.e., €38.8 billion) and, on the other hand, the amount of Peugeot
Mr. Lemierre could be deemed to be an independent director.
S.A.’s sales in 2018 to the Group (i.e., €50,9 million) represented
— The level of activity between Group companies and companies 0.08% of Peugeot S.A.’s consolidated sales in 2017 (i.e.,
of the Natixis group, of which Mr. Artus is a member of the €65.2 billion). The portion of Peugeot S.A.’s business with the
Executive Committee, did not represent a material part of this Group cannot be considered material for Peugeot S.A. The Board
group’s overall business (the level of activity of the Group noted the absence of economic dependence and exclusivity in
companies with Natixis is less than 0.2% of this bank’s net the activities between the two groups. It thus concluded that Mr.
banking income (1)), nor a material part of the total amount of external Tavares could be deemed to be an independent director.
financing of the Group’s activities (less than 5%). The Board

(1) 2018 net banking income.

122 TOTAL Registration Document 2018


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Administration and management bodies 4


— Regarding Anglo American plc, of which Mr. Cutifani is Chief — The level of activity between Group companies and companies
Executive, on the one hand, the Group’s sales to Anglo American of the Artémis group, of which Ms. Barbizet was a Chief Executive
plc in 2018 (i.e., $345 million) represented 0.16% of the Group’s Officer until January 2018, did not represent a material part of
consolidated sales in 2018 (i.e., $209 billion) and, on the other the overall business of the Artémis group (the purchases made
hand, the amount of the Group’s purchases from Anglo American by Group companies from the Artémis group were not material),
plc in 2018 was immaterial. The portion of the Group’s business nor a material part of the Group’s purchases in 2018 (close to 0%).
with Anglo American plc cannot be considered material for the The Board noted the absence of economic dependence and
Group. Moreover, for Anglo American plc, on the one hand the exclusivity in the activities between the two groups. It thus
amount of Anglo American plc’s purchases in 2018 from the concluded that Ms. Barbizet could be deemed to be an
Group (i.e., $345 million) represented 3.2% of the total amount independent director.
of Anglo American plc’s purchases in 2018 (i.e., $10.8 billion) and,
— The level of the holding of stock in TOTAL S.A. by Groupe
on the other hand, the amount of Anglo American plc’s sales in
Bruxelles Lambert, of which Mr. Lamarche is Deputy Managing
2018 to the Group was immaterial. The portion of Anglo American
Director, which was less than 1% of the share capital as of
plc’s business with the Group cannot be considered material for
December 31, 2018, was not material and did not call into
Anglo American plc. The Board noted the absence of economic
question Mr. Lamarche’s independence.
dependence and exclusivity in the activities between the two
groups. It thus concluded that Mr. Cutifani could be deemed to Accordingly, following the Governance and Ethics Committee’s
be an independent director. proposal, Mses. Barbizet, Coisne-Roquette, van der Hoeven and
Idrac and Messrs. Artus, Cutifani, Lamarche, Lemierre and Tavares
— The level of activity between Group companies and companies
were considered independent directors.
of the Sonepar group, of which Ms. Coisne-Roquette is
Chairwoman, did not represent a material part of the overall The percentage of independent directors on the Board based on its
business of the Sonepar group; the purchases made by Group composition as of December 31, 2018, was 90% (1).
companies from the Sonepar group totaled €1.4 million in 2018,
The rate of independence of the Board of Directors is higher than
i.e., 0.01% of the total amount of purchases made by the Group
the rate of independence recommended by the AFEP-MEDEF Code,
in 2018 (€22 billion). The Board noted the absence of economic
which specifies that at least half of the members of the Board in
dependence and exclusivity in the activities between the two
widely-held companies with no controlling shareholders must be
groups. It thus concluded that Ms. Coisne-Roquette could be
deemed to be an independent director.
independent. 4

Summary of the independence of the members of the Board of Directors


Appendix 3 of the AFEP-MEDEF Code – Independence of Directors
As of December 31, 2018
Marie-
Christine Maria Anne-
Patrick Patrick Patricia Coisne- Mark van der Marie Gérard Jean Renata Christine Carlos
Criteria (a) Pouyanné Artus Barbizet Roquette Cutifani Hoeven Idrac Lamarche Lemierre Perycz (b) Renaud (c) Tavares

Criterion 1:
Employee corporate
officer within the
past 5 years 8 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 2:
Cross-directorships 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 3:
Significant business
relationships 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 4:
Family ties 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 5:
Auditor 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 6:
Period of office
exceeding 12 years 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 7:
Status of
non-executive
director n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Criterion 8:
Status of major
shareholder 4 4 4 4 4 4 4 4 4 n/a n/a 4
Compliance with
the independence
criteria of the
AFEP- MEDEF Code 8 4 4 4 4 4 4 4 4 n/a (d) n/a (d) 4

(a) In this table, 4 signifies that a criterion for independence is satisfied and 8 signifies that a criterion for independence is not satisfied.
(b) Director representing employee shareholders.
(c) Director representing employees.
(d) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).

(1) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).

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4.1.1.5 Diversity policy of the Board of Directors 4.1.1.7 Renewal of directorships and appointments
proposed to the Shareholders’ Meeting of
The Board of Directors places a great deal of importance on its
May 29, 2019
composition and the composition of its Committees. In particular, it
relies on the work of the Governance and Ethics Committee, which The terms of office of directors Ms. Maria van der Hoeven and Messrs.
reviews annually and proposes, as circumstances may require, Gérard Lamarche and Jean Lemierre, as well as the term of office of
desirable changes to the composition of the Board of Directors and Ms. Renata Perycz, director representing employee shareholders, will
Committees based on the Group’s strategy. expire at the Annual Ordinary Shareholders’ Meeting of May 29, 2019.
The Governance and Ethics Committee conducts its work within the
Renewal of directorships
framework of a formal procedure so as to ensure that the directors’
areas of expertise are complementary and that their profiles are At its meeting on March 13, 2019, the Board of Directors, on the
diverse, to maintain an overall proportion of independent members proposal of the Governance and Ethics Committee, decided to
that is appropriate to the Company’s governance structure and submit to the Annual Shareholders’ Meeting of May 29, 2019, the
shareholder base, to allow for a balanced representation of women renewal of the directorships of Ms. Maria van der Hoeven and
and men on the Board, as well as to promote an appropriate Mr. Jean Lemierre for a three-year term to expire at the end of the
representation of directors of different nationalities. Annual Shareholders’ Meeting to be held in 2022 to approve the
2021 financial statements.
As part of an effort that began several years ago, the composition of
the Board of Directors has changed significantly since 2010 to Ms. Maria van der Hoeven will continue to offer the Group her
achieve better gender balance and an openness to more international knowledge of the energy sector.
profiles.
Mr. Jean Lemierre will continue to offer the Group his expertise in
Based on its composition as of March 13, 2019, the 12 members of banking and finance matters, as well as his experience in international
the Board of Directors include 6 male directors and 6 female directors, relations.
with 6 nationalities represented.
Appointment of Ms. Lise Croteau as a director
In accordance with Article L. 225-27-1 of the French Commercial
Code, the director representing employees is not taken into account At the meeting of March 13, 2019, the Board of Directors decided,
for the application of the provisions relating to the gender balance of on the proposal of the Governance and Ethics Committee, to propose
the Board. Therefore, the proportion of women on the Board was to the same Shareholders’ Meeting the appointment of Ms. Lise
45.5% as of December 31, 2018 (5 women out of 11 directors). Croteau as a director for a three-year term to expire at the end of the
Shareholders’ Meeting to be held in 2022 to approve the 2021
The 40% threshold of directors from each gender required by Article
financial statements.
L. 225-18-1 of the French Commercial Code was reached as of
December 31, 2018. Ms. Lise Croteau, of Canadian nationality, will bring in particular to
the Board her knowledge of the electricity and renewable energies
4.1.1.6 Training of directors and knowledge field as well as of financial field. After analysis based on the
of the Company independence criteria set forth in point 8.5 of the AFEP-MEDEF
Code, the Board noted that Mrs. Croteau could be considered as
Directors may ask to receive training in the specifics of the Company,
independent.
its businesses and its business sector, as well as any training that
may help them perform their duties as directors.
Appointment of the director
In addition, the director representing employees receives in-house representing employee shareholders
training time at the Company and/or economics training offered by
As the term of office of Ms. Perycz, director representing employee
an outside body chosen by the director, after the Board Secretary
shareholders, will expire at the Annual Ordinary Shareholders’ Meeting
has accepted the body and the training program. This training time,
of May 29, 2019, the Board of Directors, at its meeting on March 13,
which was initially set at 20 hours per year, has been increased to
2019, and on the proposal of the Governance and Ethics Committee,
60 hours per year by decision of the Board of Directors at its meeting
decided to submit to the Annual Shareholders’ Meeting of May 29,
of July 26, 2017.
2019, the resolutions regarding the appointment of the new director
Since 2013, the Board of Directors has met each year at a Group site. representing employee shareholders.
Having been to the CSTJF (Centre scientifique et technique Jean
In accordance with Article 11 of the Company’s bylaws, the Annual
Féger) in Pau, France, the Antwerp platform in Belgium, the Bu Hasa
Shareholders’ Meeting of May 29, 2019, will be asked to appoint the
field in Abu Dhabi and the Laggan project site in the North Sea in the
director representing employee shareholders from among the
United Kingdom, the Board of Directors visited in 2018 the Yamal
following candidates:
LNG site in Northern Russia at the time of the Board meeting held in
Russia on October 25, 2018. — Ms. Valérie Della Puppa Tibi, member of the Supervisory Board
of the “Total Actionnariat France” collective investment fund
Several directors also had an opportunity to visit other Group sites in
(FCPE), designated as a candidate for the position of director
2018. Mses. van der Hoeven, Perycz and Renaud visited the Umm
representing employee shareholders by the Supervisory Board
Shaif offshore field (Abu Dhabi) in September 2018. Mses. Barbizet
of the “Total Actionnariat France” FCPE (89.2 million shares of
and Idrac visited the deepwater operational center in Lagos, the
the Company held as of December 31, 2018) as well as by the
FPSO of the AKPO offshore field and the LNG plant on Bonny Island
Supervisory Board of the “Total France Capital +” FCPE (which
(Nigeria) in December 2018.
held 5.7 million shares of the Company as of December 31, 2018).
These site visits by the Board of Directors and its members are
— Ms. Renata Perycz, member of the “Total Actionnariat
opportunities to meet with the Group’s employees, partners and
International Capitalisation” FCPE, designated as a candidate for
leading figures in the energy sector.
the position of director representing employee shareholders by
The directors also have regular contact with Group management, the Supervisory Board of the “Total Actionnariat International
including members of the Executive Committee at Board meetings Capitalisation” FCPE (which held 26.1 million shares of the
and operational managers during visits to the Group’s sites. These Company as of December 31, 2018) as well as by the Supervisory
interactions between directors and managers help the directors better Board of the FCPE “Total International Capital” (which held
understand the Group’s activities in a practical way. 2.6 million shares of the Company as of December 31, 2018).
— Mr. Oliver Wernecke, elected as a candidate for the position of
director representing employee shareholders, by the shareholders
who have individual voting rights and together holding 2.77 million
shares of the Company as of December 31, 2018.

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In accordance with Article 11 of the Company’s bylaws, in order to fund (employees of international subsidiaries) to diversify the origin of
be appointed as director representing employee shareholders, the the employees represented on the Board of Directors after the
candidate must receive a majority of the votes of the shareholders Shareholders’ Meeting appointed on four occasions from 2004 to
present and represented at the Shareholders’ Meeting. Since only 2013 a representative of the Total Actionnariat France fund (French
one seat is to be filled, only the candidate who receives the highest employees), this time decided to approve the application of the
number of votes (and at least a majority of the votes) cast by the representative of the Total Actionnariat France fund taking into
shareholders present and represented will be appointed as director account, on the one hand, that it is the fund representing the largest
representing employee shareholders and will serve on the Board of number of employee shareholders and, on the other hand, the
Directors for the three-year term stipulated in the bylaws. ongoing evolution of French legislation, which will lead to the
appointment of a second director representing the employees in the
The Board of Directors, at its meeting on March 13, 2019, and on
Board to be appointed by the European Committee of the Group.
the proposal of the Governance and Ethics Committee, decided, in
accordance with Article 11 paragraph 20 of the bylaws, to approve At the end of the Shareholders’ Meeting of May 29, 2019, if the
the resolution proposing the appointment of Ms. Valérie Della Puppa proposed resolutions were approved, the Board of Directors would
Tibi as director representing employee shareholders. comprise 12 members (as previously). The proportion of Directors of
each sex would be greater than 40% in accordance with the
The Board of Directors, that had chosen to approve in 2016 the
provisions of Article L. 225-18-1 of the French Commercial Code (1).
candidate elected by the Total Actionnariat International Capitalisation

4.1.2 Practices of the Board of Directors

10 Board of 95% Average 1 executive session


Directors meetings attendance rate of directors chaired by the Lead
in 2018 at Board meetings Independent Director in 2018
4

4.1.2.1 Working procedures of the Board of Directors The Rules of Procedure of the Board of Directors are reviewed on a
regular basis in order to adapt them to changes in governance rules
The working procedures of the Board of Directors are set out in its
and practices. In 2014, changes were made to include, in particular,
Rules of Procedure, which specify the mission of the Board of Directors
new provisions relating to information of the Board of Directors in the
and the rules related to the organization of its work. The Board’s Rules
event of new directorships being assumed by the directors or changes
of Procedure also specify the obligations of each director, as well as
in existing directorships, together with a reminder of the obligations
the role and powers of the Chairman and the Chief Executive Officer.
of confidentiality inherent to the work of the Board. In December
Mr. Charles Paris de Bollardière has served as Secretary of the Board 2015, changes were made to provide for the appointment of a Lead
of Directors since his appointment by the Board of Directors on Independent Director in the event of the combination of the functions
September 15, 2009. of Chairman of the Board and Chief Executive Officer and to define
his or her duties. In July 2018, changes were made in response to
Since November 4, 2014, the date of the first appointment of the
the new demands pertaining to social and environmental responsibility
director representing employees on the Board of Directors, a member
further to the revision of the AFEP-MEDEF Code in June 2018.
of the Central Works Council (replaced since December 2018 by the
Central Social and Economic Committee) attends Board meetings The text of the latest unabridged version of the Rules of Procedure of
in an advisory capacity, pursuant to Article L. 2312-75 of the French the Board of Directors, as approved by the Board of Directors at its
Labor Code. meeting on July 25, 2018, is provided below. It is also available on the
Company’s website under “Our Group/Our identity/Our governance”.

The Board of Directors of TOTAL S.A (2) approved the following — defining the Company’s strategic orientations and, more
Rules of Procedure. generally, that of the Group;
— regularly reviewing, in relation with such strategic orientations,
1. ROLE OF THE BOARD OF DIRECTORS
opportunities and risks such as financial, legal, operational,
The Board of Directors is a collegial body that determines social and environmental risks as well as measures taken as
the strategic direction of the Company and supervises the a result;
implementation of this vision. With the exception of the powers
— being informed of market developments, the competitive
and authority expressly reserved for shareholders and within the
environment and the main challenges facing the Company,
limits of the Company’s legal purpose, the Board may address
including with regard to social and environmental responsibility;
any issue related to the Company’s operation and make any
decision concerning the matters falling within its purview. Within — approving investments or divestments being considered by
this framework, the Board’s duties and responsibilities include, the Group that exceed 3% of shareholders’ equity as well as
but are not limited to, the following: any significant transaction outside the announced strategy of
the Company;
— appointing the executive directors (3) and supervising the
handling of their responsibilities; — reviewing information on significant events related to the
Company’s operations, in particular for investments and
— striving to promote creation of long-term value by the Company
divestments involving amounts exceeding 1% of shareholders’
by taking into account the social and environmental challenges
equity;
of its activities;

(1) Excluding the director representing employees, in accordance with Article L. 225-27-1 of the French Commercial Code.
(2) TOTAL S.A. is referred to in these Rules of Procedure as the “Company” and collectively with all its direct and indirect subsidiaries as the “Group”.
(3) The term “executive director” refers to the Chairman and Chief Executive Officer, if the Chairman of the Board of Directors is also responsible for the management of the Company; the
Chairman of the Board of Directors and the Chief Executive Officer, if the two roles are carried out separately; and, where applicable, any Deputy Chief Executive Officers or Chief
Operating Officers, depending on the organisational structure adopted by the Board of Directors.

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— ensuring that its composition as well as that of the Committees undertake to promptly notify the Chairman of the Board of Directors,
it establishes are balanced in terms of diversity (nationality, and the Lead Independent Director if one has been appointed,
age, gender, skills and professional experience); of any changes to the positions held, for any reason, whether
appointment, resignation, termination or non-renewal.
— conducting any audits and investigations it deems appropriate.
In particular, the Board, with the assistance of the Committees
2.3 Participation in the board’s work
it has established, ensures that:
– authority has been properly defined and that the various Directors undertake to devote the amount of time required to duly
corporate bodies of the Company make proper use of their consider the information they are given and otherwise prepare
powers and responsibilities, for meetings of the Board of Directors and of the Committees of
– no individual is authorized to commit to pay or to make the Board of Directors on which they sit. They may request from
payments, on behalf of the Company, without proper the executive directors any additional information they deem
supervision and control, necessary or useful to their duties. If they consider it necessary, they
– a system for preventing and detecting corruption and may request training on the Company’s specificities, businesses
influence peddling is in place, and industry sector, its challenges in terms of social and
– a non-discrimination and diversity policy within the Company environmental responsibility as well as any other training that may
and its Group exists and is implemented, be of use to the effective exercise of their duties as directors.
– the internal control function operates properly and the statutory
Unless unable, in which case the Chairman of the Board shall be
auditors are able to perform their mission satisfactorily, and
provided advance notice, directors are to attend all meetings
– the Committees duly perform their responsibilities;
of the Board of Directors, meetings of Committees of the Board
— ensuring the quality of the information provided to shareholders of Directors on which they serve and Shareholders’ Meetings.
and financial markets through the financial accounts that it
The Chairman of the Board ensures that directors receive all relevant
closes and the reports that it publishes, as well as when major
information concerning the Company, including that of a negative
transactions are completed;
nature, particularly analyst reports, press releases and the most
— convening and setting the agenda for Shareholders’ Meetings important media articles.
or meetings of bond holders;
2.4 Confidentiality
— preparing on an annual basis the list of directors it deems to
be independent according to criteria set by the Code of Directors and any other person who attends all or part of any
Corporate Governance to which the Company refers; and meeting of the Board of Directors or its Committees, are under
the strict obligation not to disclose any details of the proceedings.
— appointing a Lead Independent Director under the conditions
set out in article 7, when the Chairman of the Board of Directors All documents reviewed at meetings of the Board of Directors,
is also the Chief Executive Officer pursuant to a decision by as well as information conveyed prior to or during the meetings,
the Board of Directors. are strictly confidential.
With respect to all non-public information acquired during the
2. OBLIGATIONS OF THE DIRECTORS OF TOTAL S.A.
exercise of their functions, directors are bound by professional
Before accepting a directorship, all candidates receive a copy of secrecy not to divulge such information to employees of the Group
TOTAL S.A.’s bylaws and these rules of procedure. They must or to outside parties. This obligation goes beyond the mere duty
ensure that they have broad knowledge of the general and of discretion provided for by law.
particular obligations related to their duty, especially the laws and
Directors must not use confidential information obtained prior to
regulations governing directorships in French limited liability
or during meetings for their own personal benefit or for the benefit
companies (sociétés anonymes) whose shares are listed in one
of anyone else, for whatever reason. They must take all necessary
or several regulated markets. They must also ensure that they are
steps to ensure that the information remains confidential.
familiar with the guidelines set out in the Corporate Governance
Confidentiality and privacy are lifted when such information is
Code to which the Company refers.
made publicly available by the Company.
Accepting a directorship creates an obligation to comply with
applicable regulations relating in particular to the functioning of 2.5 Duty of Loyalty
the Board of Directors, and with the ethical Rules of Professional
Directors must not take advantage of their office or duties to gain,
Conduct for directors as described in the Corporate Governance
for themselves or a third party, any monetary or non-monetary
Code to which the Company refers. It also creates an obligation
benefit.
to comply with these rules of procedure and to uphold the Group’s
values as described in its Code of Conduct. They must notify the Chairman of the Board of Directors and
the Lead Independent Director, if one has been appointed, of any
When directors participate in and vote at meetings of the Board of
existing or potential conflict of interest with the Company or any
Directors, they are required to represent all of the Company’s
Group company, and they must refrain from participating in the
shareholders and to act in the interest of the Company as a whole.
vote relating to the corresponding resolution as well as from
participating in any debates preceding such vote.
2.1 Independence of judgment
Directors must inform the Board of Directors of their participation
Directors undertake to maintain, in all circumstances, the
in any transaction that directly involves the Company, or any Group
independence of their analysis, judgment, decision-making and
company, before such transaction is finalized.
actions as well as not to be unduly influenced, directly or indirectly,
by other directors, particular groups of shareholders, creditors, Directors must not assume personal responsibilities in companies
suppliers or, more generally, any third party. or businesses having activities in competition with those of the
Company or any Group company without first having informed
2.2 Other directorships or functions the Board of Directors.
Directors must keep the Board of Directors informed of any Directors undertake not to seek or accept from the Company, or
position they hold on the management team, Board of Directors from companies directly or indirectly connected to the Company,
or Supervisory Board of any other company, whether French or any advantages liable to be considered as being of a nature that
foreign, listed or unlisted. This includes any positions as a non-voting may compromise their independence.
member (censeur) of a board. To this end, directors expressly

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2.6 Duty of expression 7. Directors must make all necessary arrangements to declare,
pursuant to the form and timeframe provided by applicable
Directors undertake to clearly express their opposition if they deem
law, to the French securities regulator (Autorité des marchés
a decision being considered by the Board of Directors is contrary
financiers), as well as to the Secretary of the Board of
to the Company’s corporate interest and they must endeavor to
Directors, any transaction involving the Company’s securities
convince the Board of Directors of the pertinence of their position.
conducted by themselves or by any other person to whom
they are closely related.
2.7 Transactions in the Company’s securities
and Stock Exchange rules
3. FUNCTIONING OF THE BOARD OF DIRECTORS
While in office, directors are required to hold the minimum number
of registered shares of the Company as set by the bylaws. 3.1 Board meetings
Generally speaking, directors must act with the highest degree of The Board of Directors meets at least four times a year and
prudence and vigilance when completing any personal transaction whenever circumstances require.
involving the financial instruments of the Company, its subsidiaries
Prior to each Board meeting, the directors receive the agenda
or affiliates that are listed or that issue listed financial instruments.
and, whenever possible, all other materials necessary to consider
To that end, directors must comply with the following requirements: for the session.
1. Any shares or ADRs of TOTAL S.A. or its listed subsidiaries Directors may be represented by another director at a meeting
are to be held in registered form, either with the Company or of the Board, provided that no director holds more than one proxy
its agent, or as administered registered shares with a French at any single meeting.
broker (or North American broker for ADRs), whose contact
Whenever authorized by law, directors are considered present
details are communicated by the director to the Secretary of
for quorum and majority purposes who attend Board meetings
the Board of Directors.
through video conferencing or other audiovisual means that are
2. Directors shall refrain from directly or indirectly engaging in compliant with the technical requirements set by applicable
(or recommending engagement in) transactions involving regulations.
the financial instruments (shares, ADRs or any other securities
related to such financial instruments) of the Company or its 3.2 Directors’ fees
4
listed subsidiaries, or any listed financial instruments for which
The Board of Directors allocates annual directors’ fees within the
the director has insider information.
total amount authorized by the Annual Shareholders’ Meeting.
Insider information is specific information that has not yet been Compensation includes a fixed portion and a variable portion that
made public and that directly or indirectly concerns one or takes into account each directors’ actual participation in the work
more issuers of financial instruments or one or more financial of the Board of Directors and its Committees together with, if
instruments and which, if it were made public, could have a applicable, the duties of the Lead Independent Director.
significant impact on the price of the financial instruments
The Chief Executive Officer or, if the functions are combined,
concerned or on the price of financial instruments related
the Chairman and Chief Executive Officer, does not receive any
to them.
director’s fees for his participation in the work of the Board and its
3. Any transaction in the Company’s financial instruments (shares, Committees.
ADRs or related financial instruments) is strictly prohibited
during the thirty calendar days preceding the publication 3.3 Secretary of the Board of Directors
by the Company of its periodic results (quarterly, half-year or
The Board of Directors, based on the recommendation of its
annual) as well as on the day of any such announcement.
Chairman, appoints a Secretary of the Board who assists the
4. Moreover, directors shall comply, where applicable, with the Chairman in organizing the Board’s activities, and particularly in
provisions of Article L. 225-197-1 of the French Commercial preparing the annual work program and the schedule of Board
Code, which stipulates that free shares may not be sold: meetings.
– during the ten trading days preceding and the three trading
The Secretary drafts the minutes of Board meetings, which are
days following the date on which the Consolidated Financial
then submitted to the Board for approval. The Secretary is
Statements or, failing that, the annual financial statements,
authorized to dispatch Board meeting minutes and to certify
are made public; and
copies and excerpts of the minutes.
– during the period from the date on which the Company’s
corporate bodies become aware of information that, if it The Secretary is responsible for all procedures pertaining to
were made public, could have a significant impact on the the functioning of the Board of Directors. These procedures are
Company’s share price, until ten trading days after such reviewed periodically by the Board.
information is made public.
All Board members may ask the Secretary for information or
5. Directors are prohibited from carrying out transactions on any assistance.
financial instruments related to the Company’s share (Paris
option market (MONEP), warrants, exchangeable bonds, etc.), 3.4 Evaluation of the functioning of the Board
and from buying on margin or short selling such financial of Directors
instruments.
The Board evaluates its functioning at regular intervals not exceeding
6. Directors are also prohibited from hedging the shares of three years. The evaluation is carried out under the supervision
the Company and any financial instruments related to them, of the Lead Independent Director, if one has been appointed, or
and in particular: under the supervision of the Governance and Ethics Committee,
with the assistance of an outside consultant. The Board of Directors
– Company shares that they hold; and, where applicable,
also conducts an annual review of its practices.
- Company share subscription or purchase options,
- rights to Company shares that may be awarded free of
charge, and
- Company shares obtained from the exercise of options
or granted free of charge.

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4. ROLE AND AUTHORITY OF THE CHAIRMAN The Committees perform their duties under the authority and for
the benefit of the Board of Directors.
The Chairman represents the Board of Directors and, except under
exceptional circumstances, has sole authority to act and speak Each Committee reports on its activities to the Board of Directors.
on behalf of the Board of Directors.
7. LEAD INDEPENDENT DIRECTOR
The Chairman organizes and oversees the work of the Board of
Directors and ensures that the Company’s corporate bodies
7.1 Appointment of the Lead Independent Director
operate effectively and in compliance with good governance
principles. The Chairman coordinates the work of the Board of When the functions of the Chairman of the Board and Chief
Directors and its Committees. The Chairman establishes the Executive Officer are combined, the Board of Directors appoints
agenda for each Board meeting, including items suggested by a Lead Independent Director, on the recommendation of the
the Chief Executive Officer. Governance and Ethics Committee, among the directors considered
to be independent by the Board of Directors.
The Chairman ensures that directors receive, in a timely manner
and in a clear and appropriate format, the information they need The appointed Lead Independent Director holds this position while
to effectively carry out their duties. in office as director, unless otherwise decided by the Board of
Directors, which may choose to terminate his duties at any time. If
In liaison with the Group’s General Management, the Chairman
for any reason the director is no longer deemed to be independent,
is responsible for maintaining relations between the Board of
his or her position as Lead Independent Director will be terminated.
Directors and the Company’s shareholders. The Chairman monitors
the quality of information disclosed by the Company. The Lead Independent Director, if one is appointed, chairs the
Governance and Ethics Committee.
In close cooperation with the Group’s General Management, the
Chairman may represent the Company in high-level discussions
7.2 Duties of the Lead Independent Director
with government authorities and major partners, both at a national
and international level. The Lead Independent Director’s duties include:
The Chairman is regularly informed by the Chief Executive Officer
1. Convening meetings of the
of significant events and situations relating to the Group,
Board of Directors – Meeting Agenda
particularly with regard to strategy, organization, monthly financial
reporting, major investment and divestment projects and key The Lead Independent Director may request that the Chairman
financial transactions. The Chairman may ask the Chief Executive and Chief Executive Officer call a meeting of the Board of Directors
Officer or other senior executives of the Company, provided that to discuss a given agenda.
the Chief Executive Officer is informed, to supply any information
He may request that the Chairman and Chief Executive Officer
that may help the Board or its Committees to carry out their duties.
include additional items on the agenda of any meeting of the Board
The Chairman may meet with the statutory auditors in order to of Directors.
prepare the work of the Board of Directors and the Audit
Committee. 2. Participation in the work of the Committees
Every year, the Chairman presents a report to the Annual If not a member of the Compensation Committee, the Lead
Shareholders’ Meeting describing the preparation and organisation Independent Director is invited to attend meetings and participates
of the Board of Directors’ work, any limits set by the Board of in the work of the Compensation Committee relating to the annual
Directors concerning the powers of the Chief Executive Officer, review of the executive directors’ performance and recommendations
and the internal control procedures implemented by the Company. regarding their compensation.
To this end, the Chairman obtains the necessary information from
the Chief Executive Officer. 3. Acting as Chairperson of Board of Directors’ meetings
When the Chairman and Chief Executive Officer is unable to attend
5. AUTHORITY OF THE CHIEF EXECUTIVE OFFICER
all or part of a meeting of the Board of Directors, the Lead
The Chief Executive Officer is responsible for the Company’s overall Independent Director chairs the meeting. In particular, he or she
management. He represents the Company in its relationships with chairs those Board meetings the proceedings of which relate to
third parties and chairs the Executive Committee. The Chief the evaluation of the performance of the executive directors and
Executive Officer is vested with the broadest powers to act on the determination of their compensation, which take place in their
behalf of the Company in all circumstances, subject to the powers absence.
that are, by law, restricted to the Board of Directors and to the
Annual Shareholders’ Meeting, as well as to the Company’s 4. Evaluation of the functioning of the Board of Directors
corporate governance rules and in particular these rules of
The Lead Independent Director manages the evaluation process
procedure of the Board of Directors.
relating to the functioning of the Board of Directors and reports on
The Chief Executive Officer is responsible for presenting the this evaluation to the Board of Directors.
Group’s results and prospects to shareholders and the financial
community on a regular basis. 5. Prevention of conflicts of interest
At each meeting of the Board of Directors, the Chief Executive Within the Governance and Ethics Committee, the Lead Independent
Officer presents an overview of significant Group events. Director organizes the performance of due diligence in order to
identify and analyze potential conflicts of interest within the Board
6. BOARD COMMITTEES of Directors. He informs the Chairman and Chief Executive Officer
of any conflicts of interest identified as a result and reports to the
The Board of Directors approved the creation of:
Board of Directors on these activities.
— an Audit Committee;
Pursuant to the obligation to declare conflicts of interest set out in
— a Governance and Ethics Committee;
Article 2.5 of these Rules, any director affected by an existing or
— a Compensation Committee; and
potential conflict of interest must inform the Chairman and Chief
— a Strategy & CSR Committee.
Executive Officer and the Lead Independent Director.
The roles and composition of each Committee are set forth in
their respective rules of procedure, which have been approved by
the Board of Directors.

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6. Monitoring of the satisfactory functioning of the Board and Chief Executive Officer, providing his or her opinion, so that
and compliance with the Rules of Procedure the Chairman and Chief Executive Officer may respond appropriately
to the request. The Chairman and Chief Executive Officer must
The Lead Independent Director ensures compliance with the rules
inform the Lead Independent Director of the response given.
of the Corporate Governance Code to which TOTAL S.A. refers and
with the Rules of Procedure of the Board of Directors. He or she With the consent of the Chairman of the Board of Directors, the
may make any suggestions or recommendations that he deems Lead Independent Director may represent the Board of Directors
appropriate to this end. at meetings with the shareholders of the Company on matters of
corporate governance.
He or she ensures that the directors are in a position to carry out
their tasks under optimal conditions and that they have sufficient
7.3 Resources, conditions of office and activity report
information to perform their duties.
The Chairman and Chief Executive Officer must regularly update
With the agreement of the Governance and Ethics Committee,
the Lead Independent Director on the Company’s activities.
the Lead Independent Director may hold meetings of the directors
who do not hold executive or salaried positions on the Board of The Lead Independent Director has access to all of the documents
Directors. He reports to the Board of Directors on the conclusions and information necessary for the performance of his or her duties.
of such meetings.
The Lead Independent Director may consult the Secretary of the
Board and use the latter’s services in the performance of his or
7. Relationships with Shareholders
her duties.
The Chairman and Chief Executive Officer and the Lead Independent
Under the conditions set out in Article 3.2 of these Rules and
Director are the shareholders’ dedicated contacts on issues that
those established by the Board of Directors, the Lead Independent
fall within the remit of the Board.
Director may receive additional director’s fees for the duties
When a shareholder approaches the Chairman and Chief Executive entrusted to him or her.
Officer in relation to such issues, they may seek the opinion of
The Lead Independent Director must report annually to the Board
the Lead Independent Director before responding appropriately to
of Directors on the performance of his or her duties. During Annual
the shareholder’s request.
When the Lead Independent Director is approached by a shareholder
General Meetings, the Chairman and Chief Executive Officer may
invite the Lead Independent Director to report on his or her
4
in relation to such issues, he or she must inform the Chairman activities.

4.1.2.2 Activity of the Board of Directors in 2018 In 2018, the Board of Directors held 10 meetings. The global
attendance rate for the directors was 95%. The Audit Committee
Directors are in principle summoned to Board meetings by letter sent
held 7 meetings, with an attendance rate of 100%; the Compensation
the week preceding the meetings. Whenever possible, documents
Committee met twice, with 100% attendance; the Governance and
to be considered for decisions to be made at Board meetings are
Ethics Committee held 3 meetings, with 91.7% attendance; and the
sent with the notice of meetings. The minutes of the previous meeting
Strategy & CSR Committee met 3 times, with 100% attendance.
are expressly approved at the following Board meeting.
A table summarizing individual attendance at the Board of Directors
and Committee meetings is provided below.

Directors’ attendance at Board and Committees meetings in 2018


Board of Audit Compensation Governance and Strategy & CSR
Directors Committee Committee Ethics Committee Committee

Atten- Number Atten- Number Atten- Number Atten- Number Atten- Number
dance of dance of dance of dance of dance of
Directors rate meetings rate meetings rate meetings rate meetings rate meetings

Patrick Pouyanné,
Chairman and
Chief Executive Officer 100% 10/10 - - - - - - 100% 3/3
Patrick Artus 100% 10/10 100% 7/7 - - - - 100% 3/3
Patricia Barbizet,
Lead Independent Director 100% 10/10 - - 100% 2/2 100% 3/3 100% 3/3
Marie-Christine Coisne-Roquette 100% 10/10 100% 7/7 100% 2/2 - - - 3 (f)
Mark Cutifani 90% 9/10 - - - - 0% 0/1 (c) - 2 (f)
Maria van der Hoeven 100% 10/10 100% 7/7 - - - - - 3 (f)
Anne-Marie Idrac 90% 9/10 - - - - 100% 3/3 100% 3/3
Gérard Lamarche 100% 10/10 100% 7/7 100% 2/2 - - - 3 (f)
Jean Lemierre 90% 9/10 - - - - 100% 3/3 100% 3/3
Renata Perycz (a) 100% 10/10 - - 100% 2/2 - - 100% 3 (f)
Christine Renaud (b) 100% 10/10 - - - - - - 100% 3/3 (e)
Carlos Tavares 70% 7/10 - - - - (c) - - - - (f)
Attendance rate 95% 100% 100% 91.7% 100% (d)

(a) Director representing employee shareholders.


(b) Director representing employees.
(c) Member of the Committee since June 1, 2018 – no meeting beyond this date in 2018.
(d) Excluding voluntary participation.
(e) Member of the Committee since June 1, 2018. Including one voluntary participation.
(f) Voluntary participation (director not a member of the Strategy & CSR Committee).

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The Board meetings included, but were not limited to, a review of the March 14
following subjects:
— report on the acquisition of Mærsk Oil;
February 7
— presentation to the Board of the work of the Audit Committee at
— examination of the project to invest in the Umm Shaif/Nasr and its meeting on March 12, 2018;
Lower Zakum offshore concessions in the United Arab Emirates
— presentation to the Board of the work of the Governance and
and authorization to issue corresponding guarantees;
Ethics Committee at its meeting on March 13, 2018;
— approval of the contribution by AP Møller – Mærsk A/S to TOTAL
— review of the directorships: proposal for nomination and renewal
S.A. of 100% of the share capital and voting rights of Mærsk Oil
of the directorships;
& Gas A/S – decision to increase the share capital – authorization
to issue guarantees within the framework of this acquisition; — examination of the proposal by the Governance and Ethics
Committee to maintain the combined positions of Chairman of
— presentation of the shareholder return policy;
the Board of Directors and Chief Executive Officer; proposal to
— presentation to the Board of the work of the Audit Committee at renew the directorship of the Chairman of the Board of Directors
its meeting on February 5, 2018; and Chief Executive Officer, subject to the renewal of
Mr. Pouyanné’s directorship by the Shareholders’ Meeting of
— closing of the 2017 accounts (Consolidated Financial Statements,
June 1, 2018 (in the absence of the Chairman and Chief
parent company accounts) after the Audit Committee’s report
Executive Officer);
and work performed by the statutory auditors;
— composition of the Board’s Committees;
— draft allocation of the result of TOTAL S.A., setting of the dividend,
ex-dividend and payment dates, option for the payment of the — presentation to the Board of the work of the Compensation
balance of the dividend in shares; Committee at its meeting on March 14, 2018;
— main financial communication messages; — confirmation of the granting of performance shares under the
terms of the 2015 plan, following examination of the fulfillment of
— presentation to the Board of the work of the Governance and
the applicable performance conditions;
Ethics Committee at its meeting on February 7, 2018;
— compensation policy for the Chairman and Chief Executive Officer
— report of the Lead Independent Director on her mandate;
for fiscal year 2018;
— discussion on the Board of Directors’ practices based on a formal
— granting of performance shares to the Chairman and Chief
self-assessment carried out in the form of a detailed questionnaire
Executive Officer and other beneficiaries;
answered by each director, the process of which was conducted
by the Lead Independent Director; suggestion of areas for — presentation to the Board of the work of the Strategy & CSR
improvement; Committee at its meeting on March 14, 2018;
— review of the directorships: proposal for nomination and renewal — approval of the Group’s financial policy;
of the directorships – composition of the Board’s Committees;
— preparation for the Annual Shareholders’ Meeting; setting of the
— assessment of the independence of the directors; agenda for the Shareholders’ Meeting; approval of the various
chapters of the Registration Document forming the management
— allocation of directors’ fees for fiscal year 2017;
report within the meaning of the French Commercial Code, of
— market abuse regulations – blackout periods; the report on corporate governance and of the special reports
on Company share options and the granting of performance
— information on transactions on the Company’s securities by the
shares; approval of the report of the Board of Directors and the
Chairman and Chief Executive Officer;
text of the draft resolutions put to the Shareholders’ Meeting;
— information on the Directors and Officers liability insurance taken
— press releases;
out by the Company;
— setting the schedule related to the dividend (interim dividends
— review of the draft report on corporate governance, drawn up in
and balance) for fiscal year 2019;
application of Article L. 225-37 of the French Commercial Code;
— distribution of the third interim dividend for the 2017 fiscal year
— presentation to the Board of the work of the Compensation
and setting of the new share issue price for this interim dividend;
Committee at its meeting on February 7, 2018;
— information to the Board of Directors regarding the setting of the
— the Chairman and Chief Executive Officer’s compensation (in his
subscription period and price for shares of the Company for the
absence);
2018 share capital increase reserved for employees; and
— commitments made by the Company to the Chairman and Chief
— information on Company share buybacks.
Executive Officer;
April 17
— examination of the conditions of implementation of performance
shares grant plan in 2018; — approval in principle of the project to acquire a controlling
block in Direct Énergie, before submitting a public offer for the
— examination of certain points in the management report;
shares in Direct Énergie, listed on Euronext Paris, to the French
— approval of the Board of Directors’ report to the Shareholders’ Financial Markets Authority (Autorité des marchés financiers);
Meeting regarding purchases and sales of shares of the and
Company pursuant to Article L. 225-211 of the French
— press release pertaining to this transaction.
Commercial Code;
April 25
— information on the amount of the share capital of TOTAL S.A.;
— presentation to the Board of the work of the Strategy & CSR
— information about the results of the option to receive the payment
Committee at its meeting on March 14, 2018;
of the second interim dividend for fiscal year 2017 in shares;
— presentation of the Group’s risk map and, in particular,
— renewal of the authorization to issue bonds;
presentation of the cybersecurity risk;
— renewal of the authorization to issue security, commitments and
— statutory and Consolidated Financial Statements, results for the
guarantees;
first quarter of 2018 after the Audit Committee’s report and work
— information on share buybacks; and performed by the statutory auditors;
— declarations of crossing of thresholds in the Company’s share — presentation to the Board of the work of the Audit Committee at
capital or voting rights. its meeting on April 23, 2018;

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— setting of a first interim dividend on the dividend for fiscal year 2018; — information on the revision of the AFEP-MEDEF Code and
changes to the rules of procedure of the Board of Directors, of
— preparation for the Annual Shareholders’ Meeting; request for
the Audit Committee, of the Governance and Ethics Committee,
the addition of a draft resolution to the agenda of the Shareholders’
of the Compensation Committee and of the Strategy & CSR
Meeting proposed by the Central Works Council;
Committee;
— information and decisions pertaining to the 2018 share capital
— information about the results of the option to receive the payment
increase reserved for employees; supplementary report by the
of the dividend for fiscal year 2017 in shares;
Board of Directors on the share capital increase reserved for
employees; — information on bond issues;
— information about the results of the option to receive the payment — declarations of crossing of thresholds in the Company’s share
of the third interim dividend for fiscal year 2017 in shares; capital; and
— information on Company share buybacks; — information on Company share buybacks.
— authorization to issue guarantees; and September 19
— declarations of crossing of thresholds in the Company’s share — presentation to the Board of the report of the Strategy & CSR
capital or voting rights. Committee at its meeting on September 19, 2018;
June 1 – pre-Shareholders’ Meeting — strategic perspectives of Exploration & Production activities with
a presentation of safety indicators and environmental objectives;
— preparation for and organization of the Annual Shareholders’
Meeting: responses to the written questions submitted by — presentation of the Group’s five-year plan;
shareholders;
— information to be presented to investors in September 2018 in
— setting of the share issue price for the payment of the balance of New York on the strategy and the perspectives of the Group;
the 2017 dividend, subject to the approval of the third resolution
— the Company’s strategic directions (Article L. 2323-10 of the
by the Shareholders’ Meeting on June 1, 2018; and
French Labor Code);
— authorization to issue guarantees.
June 1 – post-Shareholders’ Meeting
— share capital increase reserved for employees (Total Capital 2019)
and grant of free shares as a deferred contribution in this
4
framework;
— appointment of the Chairman and Chief Executive Officer and
form of management; — distribution of the first interim dividend for the 2018 fiscal year
and setting of the issue price of new shares for the option to
— determination of the compensation of the Chairman and Chief
receive the interim dividend in shares; and
Executive Officer by application of the compensation policy of the
Chairman and Chief Executive Officer for 2018, as adopted by — information on bond issues.
the Board of Directors on March 14, 2018, and approved by the
October 25 (in Moscow)
Shareholders’ Meeting on June 1, 2018 (twelfth resolution);
— presentation to the Board of the work of the Strategy & CSR
— confirmation of all the provisions of the commitments made by
Committee at its meeting on September 19, 2018;
the Company in favor of the Chairman and Chief Executive
Officer, as described in the compensation policy for the Chairman — presentation of the results of the public offer to acquire Direct
and Chief Executive Officer for 2018, adopted by the Board of Énergie;
Directors on March 14, 2018, and approved by the Shareholders’
— strategic perspectives of the Marketing & Services segment;
Meeting on June 1, 2018 (twelfth resolution);
— presentation of the Company’s equal opportunity and salary
— reimbursement of the expenses incurred by the Directors and
equality policy and comparative status of overall employment
the Chairman and Chief Executive Officer; and
and training conditions for women and men in the company;
— renewal of the authorization to issue securities, commitments
— Consolidated Financial Statements, results for the third quarter
and guarantees, of the authorization to issue bonds and of the
of 2018 after the Audit Committee’s report and work performed
authorization to issue guarantees for certain financial transactions;
by the statutory auditors;
delegation of powers to buy back Company shares; delegation
of powers to increase the share capital. — presentation to the Board of the work of the Audit Committee
at its meetings on October 9 and 23, 2018;
July 25
— setting a third interim dividend to be paid on the dividend for
— information on the project to acquire Direct Énergie;
fiscal year 2018;
— information on the acquisition of 25% of the capital of Clean
— information on bond issues;
Energy Fuels Corp.;
— information about the results of the option to receive the payment
— presentation of the strategic perspectives of the Refining &
of the first interim dividend for fiscal year 2018 in shares;
Chemicals segment, including safety and energy efficiency
aspects, the improvement of operational performance and the — authorization to issue guarantee;
control of investments;
— declarations of crossing of thresholds in the Company’s share
— statutory and Consolidated Financial Statements, results for the capital; and
second quarter 2018 and the first half of 2018 after the Audit
— information on the situation of the legal proceedings (Iran – South
Committee’s report and work performed by the statutory auditors;
Pars 2&3).
— presentation to the Board of the work of the Audit Committee
December 12
at its meetings on June 12 and July 23, 2018;
— presentation of the project to invest in the Arctic LNG 2 project;
— setting of a second interim dividend on the dividend for fiscal
year 2018; — presentation of the project to sell off a 4% stake in the Ichtys
project in Australia;
— presentation to the Board of the work of the Governance and
Ethics Committee at its meeting on July 25, 2018; — presentation of the Strategy & CSR Committee report of
December 12, 2018;
— information on the Shareholders’ Meeting on June 1, 2018, and
results of the votes; — presentation of the Group’s 2019 budget;

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— Board of Directors’ response to the Central Works Council’s — agreements and commitments concluded and authorized in
opinion on the Company’s strategic directions; the preceding periods, the execution of which continued during
the 2018 fiscal year;
— distribution of the second interim dividend for the 2018 fiscal
year and setting of the issue price of new shares; — information on bond issues; and
— reduction of the Company’s capital through the cancellation of — authorization to issue guarantees.
treasury shares;

4.1.2.3 Committees of the Board of Directors

THE AUDIT COMMITTEE

Composition

As of March 13, 2019 Independence Years of service of the Board Expiry of director’s term of office

Marie-Christine Coisne-Roquette* 4 8 2020


Patrick Artus 4 10 2021
Maria van der Hoeven 4 3 2019
Gérard Lamarche 4 7 2019

* Chairperson of the Committee.

As of March 13, 2019, the Committee is made up of four members, statements, in accordance with the applicable regulations.
with a 100% rate of independence.
Regarding accounting and financial information:
The careers of the Committee members confirm their possession of
— following the process to produce financial information and, where
acknowledged expertise in the financial, accounting or audit fields
appropriate, formulating recommendations to guarantee its
(refer to point 4.1.1.1 above). Ms. Coisne-Roquette was appointed
integrity, where appropriate;
“financial expert” of the Committee by the Board at its meeting of
December 16, 2015. — monitoring the implementation and the proper workings of a
disclosures Committee in the Company, and reviewing its
Duties conclusions;
The rules of procedure of the Audit Committee define the Committee’s — examining the assumptions used to prepare the financial
duties as well as its working procedures. After having been modified statements, assessing the validity of the methods used to handle
on February 8, 2017, in order to adapt the missions of the Committee significant transactions and examining the parent company
to the European audit reform, the Committee’s rules of procedure financial statements and annual, half-yearly, and quarterly
were last modified on July 25, 2018, in order to take account of the Consolidated Financial Statements prior to their examination by
new social and environmental responsibility requirements, further to the Board of Directors, after regularly monitoring the financial
the revision of the AFEP-MEDEF Code in June 2018. The text of the situation, cash position and off-balance sheet commitments;
unabridged version of the rules of procedure approved by the Board
— guaranteeing the appropriateness and the permanence of the
of Directors on July 25, 2018, is available on TOTAL’s website under
accounting policies and principles chosen to prepare the statutory
“Our Group/Our identity/Our Governance”.
and Consolidated Financial Statements of the Company;
Notwithstanding the duties of the Board of Directors, the Audit
— examining the scope of the consolidated companies and, where
Committee is tasked with the following missions in particular:
appropriate, the reasons why companies are not included;
Regarding the statutory auditors:
— examining the process to validate the proved reserves of the
– making a recommendation to the Board of Directors on the companies included in the scope of consolidation; and
statutory auditors put before the Annual Shareholders’ Meeting
— reviewing, if requested by the Board of Directors, major transactions
for designation or renewal, following their selection procedure
contemplated by the Company.
organized by General Management and enforcing the
applicable regulations; Regarding internal control and risk management procedures:
– monitoring the statutory auditors in the performance of their
— monitoring the efficiency of the internal control and risk management
missions and, in particular, examining the additional report
systems, and of internal audits, in particular with regard to the
drawn up by the statutory auditors for the Committee, while
procedures relating to the production and processing of accounting,
taking account of the observations and conclusions of the
financial and non-financial information, without compromising
High Council of statutory auditors (Haut Conseil du
its independence, and in this respect:
Commissariat aux comptes) further to the inspection of the
– checking that these systems exist and are deployed, and that
auditors in question in application of the legal provisions, where
actions are taken to correct any identified weaknesses or
appropriate;
anomalies,
– ensuring that the statutory auditors meet the conditions of
– examining, based in particular on the risk maps developed
independence as defined by the regulations, and analyzing
by the Company, the exposure to risks, such as financial risks
the risks to their independence and the measures taken to
(including significant off-balance sheet commitments), legal
mitigate these risks; to this end, examining all the fees paid by
risks, operational risks, social and environmental risks, as well
the Group to the statutory auditors, including for services other
as measures taken as a result,
than the certification of the financial statements, and making
– annually examining the reports on the work of the Group Risk
sure that the rules applying to the maximum length of the term
Management Committee (formerly named Group Risk
of the statutory auditors and the obligation to alternate are
Committee) and the major issues for the Group,
obeyed; and
– examining the annual work program of the internal auditors
– approving the delivery by the statutory auditors of services
and being regularly informed of their work,
other than those relating to the certification of the financial
– reviewing significant litigation at least once a year,

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– overseeing the implementation of the Group’s Financial Code The Audit Committee’s work mainly focused on the following areas:
of Ethics,
February 5
– proposing to the Board of Directors, for implementation, a
procedure for complaints or concerns of employees, — review of the Consolidated Financial Statements and statutory
shareholders and others, related to accounting, internal control financial statements of TOTAL S.A. as parent company for the
or auditing matters, and monitoring the implementation of fourth quarter of 2017 and the 2017 fiscal year. Presentation by
this procedure, and the statutory auditors of their work performed in accordance
– where appropriate, examining important operations in which with French and American professional audit standards;
a conflict of interests could have arisen.
— review of the Group’s financial position;
The Audit Committee reports to the Board of Directors on the
— update on unvalued guarantees given by TOTAL S.A.;
performance of its duties. It also reports on the results of the statutory
auditors’ mission concerning the certification of the financial — update on the Sarbanes-Oxley process: self-assessment carried
statements, on how this mission contributed to the integrity of the out by the Group and audit of the internal control related to
accounting and financial information and its role in this process. financial reporting by the statutory auditors as part of the SOX
It shall inform the Board of Directors without delay of any difficulties 404 process;
encountered.
— presentation of the “Risks and control” chapter of the Registration
Document: risk factors, legal proceedings, internal control and
Organization of activities
risk management procedures;
The Committee meets at least seven times each year: each quarter to
— general presentation of the Group’s insurance policy: coverage
review in particular the statutory financial statements of the Company,
for 2018 against property damage, business interruption and
and the annual and quarterly Consolidated Financial Statements, and
civil liability, update on coverage against damage resulting from a
at least on three other occasions to review matters not directly related
cyberattack; presentation of D&O (Directors & Officers) insurance
to the review of the quarterly financial statements.
and update on main claims; and
At each Committee meeting where the quarterly financial statements
— update on the 2017 internal audit and 2018 work schedule.
are reviewed, the Chief Financial Officer presents the Consolidated
Financial Statements and the statutory financial statements of the
Company, as well as the Group’s financial position and, in particular,
March 12 4
— presentation of the chapter of the Registration Document containing
its liquidity, cash flow and debt situation. A memo describing risk
social, environmental and societal information;
exposure and off-balance sheet commitments is communicated to
the Committee. This review of the financial statements includes a — presentation of the duty of vigilance and the vigilance plan;
presentation by the statutory auditors underscoring the key points
— evaluation of hydrocarbon reserves at the end of the 2017 fiscal
observed.
year;
As part of monitoring the efficiency of the internal control and risk
— presentation of the report on the payments made to governments;
management systems, as well as internal audits with regard to the
and
procedures relating to the production and processing of accounting,
financial and non-financial information, the Committee is informed of — presentation of the statutory auditors’ report in accordance with
the work program of the Corporate Internal Control and Audit the European audit reform.
Department and its organization, on which it may issue an opinion.
April 23
The Committee also receives a summary of the internal audit reports,
which is presented at each Committee meeting where the quarterly — review of the Consolidated Financial Statements and statutory
financial statements are reviewed. The risk management processes financial statements of TOTAL S.A. for the first quarter of 2018,
implemented within the Group, as well as updates to them, are with a presentation by the statutory auditors of a summary of
presented regularly to the Committee. their limited review;
The Committee may meet with the Chairman and Chief Executive — presentation of the Group’s financial position at the end of the
Officer or, if the functions are separate, the Chairman of the Board of quarter;
Directors, the Chief Executive Officer as well as, if applicable, any
— update on the internal audits conducted in the first quarter of
Deputy Chief Executive Officer of the Company. It may perform
2018 and the 2018 health, safety and environment audit plan;
inspections and consult with managers of operating or non-operating
department, as may be useful in performing its duties. The Chairman — presentation of actions taken to implement the corruption
of the Committee gives prior notice of such meeting to the Chairman prevention aspects of the French law n° 2016-1691 dated
and Chief Executive Officer or, if the functions of Chairman of the December 9, 2016, relating to transparency, the fight against
Board of Directors and Chief Executive Officer are separate, both the corruption and modernization of the economy;
Chairman of the Board of Directors and the Chief Executive Officer.
— presentation of the 2018 health, safety and environment audit
In particular, the Committee is authorized to consult with those involved
plan and review of the fiscal year 2017;
in preparing or auditing the financial statements (Chief Financial Officer
and principal Finance Department managers, Audit Department, — review of the internal audit; and
Legal Department) by asking the Company’s Chief Financial Officer
— presentation of the Group risk map: focus on the risk of cyber
to call them to a meeting.
crime and example of intrusion test.
The Committee consults with the statutory auditors regularly, including
June 12
at least once a year without any Company representative present.
If it is informed of a substantial irregularity, it recommends to the — presentation of the Refining & Chemicals risk map;
Board of Directors all appropriate action.
— presentation by the Group Risk Management Committee on the
If it considers that it is necessary for the accomplishment of its main issues covered in the last year;
mission, the Committee can ask the Board of Directors for resources
— presentation of the significant Exploration & Production
to receive assistance or conduct external studies on subjects within its
subsidiaries; and
competence. If the Committee calls on external consulting services,
it makes sure that they are objective. — presentation of the duties of the Consolidation Department
regarding accounting standards as well as the organization of
Work of the Audit Committee this function within the Group; presentation of the options chosen
to implement the IFRS 16 standard and description of how the
In 2018, the Audit Committee met seven times, with an attendance
consolidation scope is monitored as well as the associated
rate of 100%. The Chairman and Chief Executive Officer did not
control tests.
attend any of the meetings of the Audit Committee.

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July 23 — presentation of the Group’s financial position at the end of the


quarter;
— changes to the rules of procedure of the Audit Committee further
to the revision of the AFEP-MEDEF Code in June 2018; — update on the internal audits conducted in the third quarter of
2018;
— review of the Consolidated Financial Statements and statutory
financial statements of TOTAL S.A. as parent company for the — information on compliance by relevant employees with the
second quarter of 2018 as well as those for the first half of 2018. provisions of the Financial Code of Ethics; and
Presentation by the statutory auditors of a summary of their
— presentation of the architecture of the accounting information
limited review;
systems.
— presentation of the Group’s financial position at the end of the
At each meeting related to the quarterly financial statements, the
second quarter of 2018;
Committee reviewed the Group’s financial position in terms of liquidity,
— update on the internal audits conducted in the second quarter cash flow and debt, as well as its significant risks and off-balance
of 2018; and sheet commitments. The Audit Committee was periodically informed
of the risk management processes implemented within the Group as
— presentation of the Marketing & Services risk map.
well as the work carried out by the Audit & Internal Control division,
October 9 which was presented at each Committee meeting where the quarterly
financial statements were reviewed.
— audit of the accounts as of December 31, 2018: statutory
auditors’ analysis of the main transverse risks to be addressed The Audit Committee reviewed the financial statements no later than
as important points in their audit plan for the closing of the 2018 two days before they were reviewed by the Board of Directors,
accounts; a sufficient amount of time as set out in the recommendations of the
AFEP-MEDEF Code.
— review of significant litigation and status update on the main
pending proceedings involving the Group; The statutory auditors attended all Audit Committee meetings held
in 2018.
— presentation of the Group’s fiscal position; and
The Chief Financial Officer, the Deputy Chief Financial Officer, the
— presentation of the statutory auditors’ fees and the new non-audit
Vice President Accounting, the Senior Vice President Audit & Internal
services policy.
Control division as well as the Treasurer attended all Audit Committee
October 23 meetings, related to their area.
— interview of the members of the Audit Committee with the The Chairman of the Committee reported to the Board of Directors
statutory auditors in the absence of Group employees. Review on the Committee’s work.
of the Consolidated Financial Statements and statutory financial
statements of TOTAL S.A. as parent company for the third quarter
of 2018 as well as those for the first nine months of 2018.
Presentation by the statutory auditors of a summary of their
limited review;

THE GOVERNANCE AND ETHICS COMMITTEE

Composition

As of March 13, 2019 Independence Years of service of the Board Expiry of director’s term of office

Patricia Barbizet* 4 11 2020


Mark Cutifani 4 2 2020
Anne-Marie Idrac 4 7 2021
Jean Lemierre 4 3 2019

* Chairperson of the Committee.

As of March 13, 2019, the Governance and Ethics Committee is made — recommending to the Board of Directors the persons that are
up of four members, with a 100% rate of independence. qualified to be appointed as executive directors;
— preparing the Company’s corporate governance rules and
Duties
supervising their implementation;
The rules of procedure of the Governance and Ethics Committee
— ensuring compliance with ethics rules and examining any questions
define the Committee’s duties as well as its working procedures.
related to ethics and situations of conflicting interests; and
They were modified in order to extend the duties of the Committee
to matters regarding compliance as well as the prevention and the — reviewing matters regarding compliance as well as the prevention
detection of corruption and influence peddling. The text of the and detection of corruption and influence peddling.
unabridged version of the rules of procedure approved by the Board
Its duties include:
of Directors on July 25, 2018, is available on TOTAL’s website under
“Our Group/Our identity/Our Governance”. — presenting recommendations to the Board of Directors for its
membership and the membership of its Committees, and the
The Governance and Ethics Committee is focused on:
qualification in terms of independence of each candidate for
— recommending to the Board of Directors persons that are qualified Directors’ positions on the Board of Directors;
to be appointed as directors, so as to guarantee the scope of
— proposing annually to the Board of Directors the list of directors
coverage of the directors’ competencies and the diversity of their
who may be considered as “independent directors”;
profiles;
— examining, for the parts within its remit, reports to be sent by the
Board of Directors to the shareholders;

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— assisting the Board of Directors in the selection of the organisation — proposal to the Board of Directors regarding the terms of office
of the governance of the Company as well as the selection and of three directors the renewal of which was put to the Annual
evaluation of the executive directors and examining the preparation Shareholders’ Meeting of June 1, 2018;
of their possible successors including establishing a succession
— proposal to the Board of Directors regarding the renewal of the
plan, including cases of unforeseeable absence;
directorship of the Chairman and the Chief Executive Officer;
— recommending to the Board of Directors the persons that are
— proposals to the Board of Directors regarding the assessment of
qualified to be appointed as directors;
the independence of the directors based on the independence
— recommending to the Board of Directors the persons that are criteria specified in the AFEP-MEDEF Code and after reviewing
qualified to be appointed as members of a Committee of the Board the level of activity between the Group and companies in which
of Directors; directors serve;
— proposing methods for the Board of Directors to evaluate its — proposals to the Board of Directors regarding the composition of
performance, and in particular preparing means of regular the Committees;
self-assessment of the workings of the Board of Directors, and
— allocating of directors’ fees to directors and Committee members;
the possible assessment thereof by an external consultant;
— update on the Market Abuse regulations (Regulation (EU)
— proposing to the Board of Directors the terms and conditions
n° 596/2014 of April 16, 2014, which came into force on July 3,
for allocating directors’ fees and the conditions under which
2016) and the applicable blackout periods; and
expenses incurred by the directors are reimbursed;
— information update on transactions on the Company’s securities
— developing and recommending to the Board of Directors the
by executive directors.
corporate governance principles applicable to the Company;
March 13
— preparing recommendations requested at any time by the Board
of Directors or the General Management of the Company — proposal to the Board of Directors regarding the terms of office
regarding appointments or governance; of three directors the renewal of which was put to the Annual
Shareholders’ Meeting of June 1, 2018;
— examining the conformity of the Company’s governance practices
with the recommendations of the Code of Corporate Governance
to which the Company refers;
— proposal to the Board of Directors regarding a unified
Management Form, subject to the renewal of the directorship of
4
Mr. Patrick Pouyanné by the Shareholders’ Meeting in June 1, 2018;
— supervising and monitoring the implementation of the approach
of the Company with regard to ethics, compliance, prevention — proposals to the Board of Directors regarding the composition
and detection of corruption and influence peddling and, in this of the Committees; and
respect, ensuring that the necessary procedures are in place,
— examination of the parts of the report on corporate governance
including those for updating the Group’s Code of Conduct and
within its remit.
that this Code is disseminated and applied;
July 25
— examining any questions related to ethics and potential situations
of conflicting interests; — presentation of the Group’s Ethics and Compliance policy; 2017
review of ethics and compliance activities; 2018 ethics road map;
— examining changes in the duties of the Board of Directors.
2018 anti-corruption compliance road map;
Work of the Governance and Ethics Committee — presentation of forthcoming changes in the composition of the
Board of Directors in view of the directorships that come to expire
In 2018, the Governance and Ethics Committee held three meetings,
at the Shareholders’ Meeting of May 29, 2019;
with 91.7% attendance. Its work mainly focused on the following
areas: — review of the Shareholders’ Meeting of June 1, 2018; and
February 7 — proposal to the Board of Directors regarding the modifications
of the rules of procedure of the Board of Directors and its
— report of the Lead Independent Director on her mandate;
Committees in order to notably take into account the AFEP-MEDEF
— discussion on the functioning of the Board of Directors; Code revised in June 2018.

THE COMPENSATION COMMITTEE

Composition

As of March 13, 2019 Independence Years of service of the Board Expiry of director’s term of office

Gérard Lamarche* 4 7 2019


Patricia Barbizet 4 11 2020
Marie-Christine Coisne-Roquette 4 8 2020
Renata Perycz (a) n/a (b) 3 2019
Carlos Tavares 4 2 2020

(a) Director representing employee shareholders.


(b) In accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
* Chairperson of the Committee.

As of March 13, 2019, the Compensation Committee is made up of five members, with a 100% rate of independence (1).

(1) Excluding the director representing employee shareholders, in accordance with the recommendations of the AFEP- MEDEF Code (point 8.3).

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Duties — at the request of the Chairman of the Board, examining all draft
reports of the Company regarding compensation of the executive
The rules of procedure of the Compensation Committee define the
officers or any other matters within its competence.
Committee’s duties as well as its working procedures. They were
modified on July 25, 2018, in order to take account of the new social
Work of the Compensation Committee
and environmental responsibility requirements, further to the revision
of the AFEP-MEDEF Code in June 2018. The text of the unabridged In 2018, the Compensation Committee held two meetings, with
version of the rules of procedure approved by the Board of Directors 100% attendance. The Chairman and Chief Executive Officer does
on July 25, 2018, is available on TOTAL’s website under “Our not attend the Committee’s deliberations regarding his own situation.
Group/Our identity/Our Governance”.
Its work mainly focused on the following areas:
The Committee is focused on:
February 7
— examining the executive compensation policies implemented by
— determination of the variable portion of the compensation to be
the Group and the compensation of members of the Executive
paid to the Chairman and Chief Executive Officer for his
Committee;
performance in fiscal year 2017;
— evaluating the performance and recommending the compensation
— proposed compensation for the Chairman and Chief Executive
of each executive director; and
Officer (fixed and variable portion for fiscal year 2017);
— preparing reports which the Company must present in these
— examination of the commitments made by the Company to the
areas.
Chairman and Chief Executive Officer;
The Committee’s duties include:
— examining sections within its remit of the report on corporate
— examining the main objectives proposed by the Company’s General governance to shareholders;
Management regarding compensation of the Group’s executive
— proposal of principles and criteria to determine the components
officers, including stock option and restricted share grant plans
of the compensation of the Chairman and Chief Executive Officer
as well as equity-based plans, and advising on this subject;
for 2018;
— presenting recommendations and proposals to the Board of
— review of compliance with the restrictions on share transfers by
Directors concerning:
the Chairman and Chief Executive Officer; and
– compensation, pension and life insurance plans, in- kind
benefits and other compensation (including severance benefits) — review of the possibility and implementation conditions of a
for the executive directors of the Company; in particular, the performance share and/or stock option plan in 2018.
Committee proposes compensation structures that take into
March 14
account the Company’s strategic orientations, objectives and
earnings, market practices as well as one or more criteria — confirmation of the acquisition rate of performance shares under
related to social and environmental responsibility, the 2015 plan;
– stock option and restricted share grants, particularly grants
— proposal of the principles and criteria used to determine the
of restricted shares to the executive directors;
components of the compensation of the Chairman and Chief
— examining the compensation of the members of the Executive Executive Officer for 2018, in light of the guidance given by the
Committee, including stock option and restricted share grant Board at its meeting of February 7, 2018;
plans as well as equity-based plans, pension and insurance plans
— proposals regarding the 2018 performance share plan; proposal
and in-kind benefits;
regarding the grant of performance shares to the Chairman and
— preparing and presenting reports in accordance with these rules Chief Executive Officer; and
of procedure;
— examining sections within its remit of the report on corporate
— examining, for the parts within its remit, reports to be sent by the governance to shareholders.
Board of Directors or its Chairman to the shareholders;
— preparing recommendations requested at any time by the
Chairman of the Board of Directors or the General Management
of the Company regarding compensation; and

THE STRATEGY & CSR COMMITTEE

Composition

As of March 13, 2019 Independence Years of service of the Board Expiry of director’s term of office

Patrick Pouyanné* 4 2021


Patrick Artus 4 10 2021
Patricia Barbizet 4 11 2020
Anne-Marie Idrac 4 7 2021
Jean Lemierre 4 3 2019
Christine Renaud (a) n/a (b) 2 2020

(a) Director representing employees.


(b) In accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
* Chairperson of the Committee.

As of March 13, 2019, the Strategy & CSR Committee is made up of six members, including four independent directors.

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Duties Work of the Strategy & CSR Committee
The rules of procedure of the Strategy & CSR Committee define the In 2018, the Strategy & CSR Committee held three meetings, with
Committee’s duties as well as its working procedures. They were last 100% attendance. Its work mainly focused on the following areas:
modified on July 25, 2018, in order to take account of the new social
March 14
and environmental responsibility requirements, further to the revision
of the AFEP-MEDEF Code in June 2018. The text of the unabridged — analysis of the strategy of one of the Group’s major competitors;
version of the rules of procedure approved by the Board of Directors
— comparison of major oil companies’ 2017 results; and
on July 25, 2018, is available on TOTAL’s website under “Our
Group/Our identity/Our Governance”. — presentation of the Group’s ESG performance.
To allow the Board of Directors of TOTAL S.A. to ensure the Group’s September 19
development, the Strategy & CSR Committee’s duties include:
— strategic directions of the Gas, Renewables & Power segment;
— examining the Group’s overall strategy proposed by the and
Company’s Chief Executive Officer;
— the Group’s “Climate” ambition.
— examining the Group’s corporate social and environmental
December 12
responsibility (CSR) issues and, in particular, issues relating to
the incorporation of the Climate challenge in the Group’s strategy; — presentation of the climate strategy; review of worldwide
climate-related litigation and financing of the oil and gas projects.
— examining operations that are of particular strategic importance;
— reviewing the competitive environment, the main challenges the
Group faces, including with regard to social and environmental
responsibility, as well as the resulting medium and long-term
outlook for the Group.

4.1.3 Report of the Lead Independent Director on her mandate 4


During the Board meeting of February 6, 2019, Ms. Barbizet — Relationships with shareholders:
presented a report on her mandate as Lead Independent Director.
The Chairman and Chief Executive Officer and the Lead Independent
The Lead Independent Director indicated that she exercised her
Director are the privileged points of contacts for shareholders
duties during the 2018 fiscal year as follows:
concerning matters under the Board’s responsibility. In accordance
— Contact with the Chairman and Chief Executive Officer: with the provisions of the rules of procedure of the Board, when the
Chairman and Chief Executive Officer is solicited in this area, he may
The Lead Independent Director has been a privileged interlocutor of
consult the Lead Independent Director before responding.
the Chairman and Chief Executive Officer with respect to significant
matters concerning the Group’s business and preparing meetings When the Lead Independent Director is solicited in this area, she
of the Board of Directors. The Lead Independent Director thus met informs the Chairman and Chief Executive Officer and gives her
the Chairman and Chief Executive Officer very regularly, on a monthly opinion, so that the Chairman and Chief Executive Officer can give
basis, and before each meeting of the Board of Directors. appropriate response to the request. The Chairman and Chief
Executive Officer informs the Lead Independent Director of the
— Assessment of the Board of Directors’ practices:
response.
The Lead Independent Director conducted the assessment of the
In addition, the Lead Independent Director participated on June 28,
Board of Directors’ practices.
2018 with the Chairman and Chief Executive Officer in a meeting
— Avoidance of conflicts of interest: with a large shareholder of the Company. He also participated with
the Chairman and Chief Executive Officer in another conference call
The Lead Independent Director has performed due diligence in order
on December 10, 2018 with another large shareholder of the
to identify and analyze potential conflicts of interest. She brought to
Company. The terms discussed during these two meetings included
the attention of the Chairman and Chief Executive Officer the potential
the functioning of the Board of Directors, the exercise by the Lead
conflicts of interest that had been identified. The Lead Independent
Director of the missions entrusted to her by the Board, the way in
Director was consulted in July 2018 by a director about a potential
which the Board manages the risks facing the Company as well as
conflict of interest arising due to that director’s possible participation
the compensation of the Chairman and Chief Executive Officer.
in Committee of an energy-related entity in an Asian country. Due to
the absence of a conflict of interest, this director then decided to The Lead Independent Director presented to the shareholders her
respond to the offer to chair this Committee. The Lead Independent report on the her mandate during the Shareholders’ Meeting on
Director was also consulted in October 2018 by the director June 1st, 2018.
concerning that director’s potential participation to a strategic
— Visits to Group sites by the Directors:
committee of a fund manager. He was answered positively.
Ms. Barbizet took part, with other directors, in the following visits to
— Monitoring of the Board’s practices:
Group sites:
The Lead Independent Director held a meeting of the independent
— Yamal LNG plant (October 26, 2018);
directors on December 12, 2018. At the meeting, the discussions
— Akpo field and Bonny LNG plant in Nigeria (December 18, 2018).
related in particular to increasing the senior executives’ knowledge
of the Group, with a particular view to the succession plans, and to These site visits provided the opportunity for the directors concerned
analyzing the impact of disruptive scenarios on the Group’s situation. to meet Group executives and partners as well as leading figures in
the energy sector.

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Administration and management bodies

4.1.4 Evaluation of the functioning of the Board of Directors

Once a year, the Board of Directors discusses its functioning. It also of the experience of two Chief executive officers of leading
conducts a formal assessment of its own functioning at regular companies, who joined the Board following the Shareholders’
intervals of up to three years. The evaluation is carried out under the Meeting of May 26, 2017;
supervision of the Lead Independent Director, if one has been
— independent directors’ meeting: now held at least once a year at
appointed, or under the supervision of the Governance and Ethics
the initiative of the Lead Independent Director. Meetings took
Committee, with the assistance of an outside consultant. When a
place on December 21, 2016, December 12, 2017, and
Lead Independent Director is appointed, he or she oversees this
December 12, 2018;
evaluation process and reports on it to the Board of Directors.
— secure platform to access the Board’s documents: the platform
At its meeting of March 13, 2019, the Board of Directors discussed
was put in place as of September 21, 2016, for Board meetings
its functioning. Ms. Barbizet, Lead Independent Director, managed
and as of April 24, 2017, for Audit Committee meetings, with the
this evaluation process in January and February 2019 on the basis of
establishment of a directors’ manual in June 2018;
a formal assessment carried out with the help of an outside
consultant, in the form of a detailed questionnaire. The responses — succession plan for the executive directors: the succession plan
given by the directors were then presented to the Governance and for executive directors was reviewed at the meeting of the
Ethics Committee to be reviewed and summarized. This summary Governance and Ethics Committee of February 8, 2017 and
was then discussed by the Board of Directors. This process made it February 7, 2018.
possible to confirm the quality of each director’s contribution to the
The assessment conducted in January and February 2019 highlighted
work of the Board and its Committees.
the directors’ satisfaction with the functioning of the Board of
This formal evaluation showed a positive opinion of the functioning of Directors, both in terms of form and substance, and, in particular,
the Board of Directors and the Committees. In particular, it was noted concerning freedom of expression, the quality of dialog, the collegiality
that the suggestions for improvement made by the directors in recent of decision-making as well as the relevance of subjects addressed.
years had generally been taken into account. During the Board of The directors particularly appreciated the pace and agenda of
Directors’ meetings, some of which were held at certain of the Group’s meetings, the quality of the exchanges during lunches before the
sites, special attention was paid at the start of each meeting to the meetings and during the visits to Group sites organized for them, as
review of the main points to be examined by the Board (financial well as the quality of relations with the Lead Independent Director.
statements, large-scale investment and divestment projects, etc.).
The Board of Directors made the following suggestions that could
Furthermore, the main suggestions for improving the Board made by further improve its functioning:
the directors during their January 2016, January 2017 and January
— consider alternative disruptive scenarios within the framework of
2018 self-assessments have been implemented:
the strategic consideration;
— monitoring risks at Board level: an annual presentation of the
— increase opportunities to meet the Group’s executive officers; and
Group’s risk map is now on the Board’s agenda. Presentations
were given at the Board meetings of April 26, 2016, April 26, — prepare the succession plan for key positions among the Board
2017 and April 25, 2018; of Directors.
— changes to the composition of the Board: the Governance and
Ethics Committee’s proposals to the Board of Directors met the
expectations of the Board members, particularly with the addition

4.1.5 General Management

4.1.5.1 Unified Management Form At the Ordinary Shareholders’ Meeting of June 1, 2018, Mr. Pouyanné’s
directorship was renewed for a period of three years, i.e., until the
Combination of the management positions end of the Shareholders’ Meeting in 2021 that will approve the
accounts of fiscal year 2020. On the proposal of the Governance
At its meeting on December 16, 2015, the Board of Directors decided
and Ethics Committee, approved by the meeting of the Board of
to reunify the positions of Chairman and Chief Executive Officer of
Directors of March 14, 2018, the latter met after the Shareholders’
TOTAL S.A. as of December 19, 2015. As a result, since that date,
Meeting and unanimously decided to renew Mr. Pouyanné’s term of
Mr. Pouyanné has held the position of Chairman and Chief Executive
office as the Chairman and Chief Executive Officer for the duration of
Officer of TOTAL S.A.
his directorship.
Following the death of TOTAL’s former Chairman and Chief Executive
At the meeting of the Board of Directors of March 14, 2018, the
Officer, Mr. de Margerie, the Board of Directors decided, at its meeting
Lead Independent Director notably reiterated that the proposal to
on October 22, 2014, to separate the functions of Chairman and
continue to combine the positions of Chairman of the Board of
Chief Executive Officer in order to best ensure the transition of the
Directors and Chief Executive Officer was made further to work done
General Management. The Board of Directors therefore appointed
by the Governance and Ethics Committee in the interests of the
Mr. Pouyanné as Chief Executive Officer for a term of office expiring
Company. In this regard, the unified Management Form was deemed
following the Annual Shareholders’ Meeting called in 2017 to approve
to be most appropriate to the Group’s organization, modus operandi
the 2016 financial statements (1), and Mr. Desmarest as Chairman of
and business, and to the specific features of the oil and gas sectors,
the Board of Directors for a term of office expiring on December 18,
particularly in light of the advantage for the Group of having a unified
2015, in accordance with the age limit set out in the bylaws. It was
management in strategic negotiations with States and the Group’s
announced that, on that date, the functions of Chairman and Chief
partners.
Executive Officer of TOTAL S.A. would be combined.

(1) The meeting of the Board of Directors of December 16, 2015, decided to extend the term of this office to the end of the Annual Shareholders’ Meeting of June 1, 2018, date of expiry of
the preceding term of office of Mr. Pouyanné as director.

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Administration and management bodies 4


The Lead Independent Director also reiterated that the Group’s The duties of the Lead Independent Director are described in detail
governance structure ensures a balanced distribution of powers. To this in the Rules of Procedure of the Board of Directors, the full version
end, at its meeting on December 16, 2015, the Board amended the of which is provided in point 4.1.2.1 of this chapter.
provisions of its Rules of Procedure to provide for the appointment of
a Lead Independent Director in the event of the combination of the 4.1.5.2 Executive Committee and Group
positions of Chairman of the Board of Directors and Chief Executive Performance Management Committee
Officer. The Lead Independent Director’s duties, resources and rights
are described in the Rules of Procedure of the Board of Directors. The Executive Committee
The balance of powers within the Company’s bodies is also ensured The Executive Committee, under the responsibility of the Chairman
by the composition of the Board of Directors and that of its four and Chief Executive Officer, is the decision-making body of the Group.
Committees, particularly given the high proportion of members who
It implements the strategy formulated by the Board of Directors and
are independent directors. It is further ensured by the directors’ full
authorizes related investments, subject to the approval of the Board
involvement in the work of the Board and the Committees, and by
of Directors for investments exceeding 3% of the Group’s equity, as
their diverse profiles, skills and expertises.
well as any significant transactions not included in the announced
In addition, the Board’s Rules of Procedure provide that investments company strategy, or notification of the Board for investments
and divestments considered by the Group exceeding 3% of equity, exceeding 1% of equity.
as well as any significant transactions not included in the announced
In 2018, the Executive Committee met at least twice a month, except
Company strategy, must be approved by the Board, which is also
in August when it met once.
informed of any significant events related to the Company’s
operations, particularly investments and divestments in amounts As of December 31, 2018, the members of Executive Committee
exceeding 1% of equity. were as follows:
Finally, the Company’s bylaws offer the necessary guarantees to — Patrick Pouyanné, Chairman and Chief Executive Officer and
ensure compliance with best governance practices under a unified President of the Executive Committee;
Management Form. In particular, they stipulate that a Board meeting — Arnaud Breuillac, President, Exploration & Production;
may be convened by any means, including verbally, and at short — Patrick de La Chevardière, Chief Financial Officer;
notice in case of urgency, by the Chairman or by a third of its members,
at any time and as often as required to ensure the best interests of
— Momar Nguer, President, Marketing & Services;
— Bernard Pinatel, President, Refining & Chemicals;
4
the Company. — Philippe Sauquet, President, Gas, Renewables & Power, and
President, Group Strategy-Innovation; and
Lead Independent Director — Namita Shah, President, People & Social Responsibility.
At its meeting on December 16, 2015, the Board of Directors appointed The current members of the Executive Committee have informed the
Ms. Barbizet as Lead Independent Director as of December 19, Company that they have not been charged with, convicted or subject
2015. Pursuant to the provisions of the Rules of Procedure of the to any incrimination, conviction or sanction pronounced by a judicial
Board of Directors, she therefore chairs the Governance and Ethics or administrative authority or a professional body, have not been
Committee. associated with bankruptcy, sequestration, receivership or court-ordered
liquidation proceedings, and have not been convicted of fraud,
prohibited from managing a company or disqualified as stipulated in
item 14.1 of Annex I of EC Regulation 809/2004 of April 29, 2004,
over the last five years.

Profile, experience and expertise of the members of the Executive Committee (information as of December 31, 2018)

PATRICK POUYANNÉ

Chairman and Chief Executive Officer of TOTAL S.A.


Chairman of the Strategy & CSR Committee
Biography & Professional Experience
A graduate of École Polytechnique and a Chief Engineer of France’s Corps des Mines, Mr. Pouyanné held,
between 1989 and 1996, various administrative positions in the Ministry of Industry and other cabinet positions
Born on June 24, 1963
(technical advisor to the Prime Minister – Édouard Balladur – in the fields of the Environment and Industry from
(French)
1993 to 1995, Chief of staff for the Minister for Information and Aerospace Technologies – François Fillon – from
Director of TOTAL S.A. 1995 to 1996). In January 1997, he joined TOTAL’s Exploration & Production division, first as Chief Administrative
since the Ordinary Officer in Angola, before becoming Group representative in Qatar and President of the Exploration and Production
Shareholders’ Meeting subsidiary in that country in 1999. In August 2002, he was appointed President, Finance, Economy and IT for
of May 29, 2015 Exploration & Production. In January 2006, he became Senior Vice President, Strategy, Business Development
and R&D in Exploration & Production and was appointed a member of the Group’s Management Committee in
Business address:
May 2006. In March 2011, Mr. Pouyanné was appointed Deputy General Manager, Chemicals, and Deputy
TOTAL S.A.
General Manager, Petrochemicals. In January 2012, he became President, Refining & Chemicals and a member
2 place Jean Millier,
of the Group’s Executive Committee.
La Défense 6,
92400 Courbevoie On October 22, 2014, he became Chief Executive Officer of TOTAL S.A. and Chairman of the Group’s Executive
France Committee. On May 29, 2015, he was appointed by the Annual Shareholders’ Meeting as director of TOTAL S.A.
for a three-year term. The Board of Directors of TOTAL appointed him as Chairman of the Board of Directors
as of December 19, 2015. Mr. Pouyanné thus became the Chairman and Chief Executive Officer of TOTAL S.A.
Following the renewal of Mr. Pouyanné’s directorship at the Shareholders’ Meeting on June 1, 2018 for a
three-year period, the Board of Directors renewed Mr. Pouyanné’s term of office as Chairman and Chief Executive
Officer for a period equal to that of his directorship. Mr. Pouyanné is also the Chairman of the Association United
Way – L’Alliance since June 2018, having accepted this office as TOTAL S.A.’s Chairman and Chief Executive
Officer.
Main function: Chairman and Chief Executive Officer of TOTAL S.A.

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Directorships and functions held at any company during the 2018 fiscal year

Within the TOTAL Group


— Chairman and Chief Executive Officer of TOTAL S.A.* and Chairman of the Strategy & CSR Committee
Outside the TOTAL Group
— Director of Cap Gemini S.E.* (since May 10, 2017) and member of the Strategy and Investments Committee
(since September 1, 2017)
Directorships that have expired in the previous five years
— Chairman and Director of Total Refining & Chemicals until 2014
— Chairman and Director of Total Petrochemicals & Refining S.A./NV until 2014

ARNAUD BREUILLAC

Member of the TOTAL Executive Committee


Biography & Professional Experience
A graduate of the École Centrale de Lyon, Arnaud Breuillac joined TOTAL in 1982. He occupied various positions
in Exploration & Production in France, Abu Dhabi, the United Kingdom, Indonesia and Angola, and in Refining
management in France.
Born on July 2, 1958
(French) Between 2004 and 2006, he was the Iran director in the Middle East division. In December 2006, he became a
member of the Management Committee of the Exploration & Production segment, as the director of the
Member of TOTAL S.A.’s
Continental Europe and Central Asia area. In July 2010, he became the Middle East director in the Exploration &
Executive Committee
Production segment, and joined the Management Committee in January 2011. On January 1, 2014, Arnaud
since October 1, 2014
Breuillac was appointed President of TOTAL’s Exploration & Production segment, and he has been a member of
Business address: the Group’s Executive Committee since October 1, 2014.
TOTAL S.A.
Main function: President of TOTAL S.A.’s Exploration & Production segment
2 place Jean Millier,
La Défense 6,
Directorships and functions held at any company during the 2018 fiscal year
92400 Courbevoie
France
Within the TOTAL Group
— Member of the TOTAL Executive Committee
Outside the TOTAL Group
None

Directorships that have expired in the previous five years


None

PATRICK DE LA CHEVARDIÈRE

Member of the TOTAL Executive Committee


Biography & Professional Experience
Patrick de La Chevardière was born in March 1957. He is a graduate of the École Centrale de Paris and a former
student of the École des hautes études commerciales (HEC). He joined TOTAL in 1982, where he worked as
a drilling engineer in the Exploration & Production segment until 1989. He then joined the Financial Division as
Born on March 1, 1957
a business manager and became the director of the Operations and Subsidiaries department in 1995. In 2000,
(French)
he was appointed Asia director in the Refining and Marketing division, then Deputy Chief Financial Officer of
Member of TOTAL S.A.’s TOTAL in September 2003, and he became a member of the Management Committee in January 2005. Patrick
Executive Committee de La Chevardière has also been a member of the Executive Committee since June 2008.
since June 2008
Main function: Chief Financial Officer of TOTAL S.A.
Business address:
TOTAL S.A. Directorships and functions held at any company during the 2018 fiscal year
2 place Jean Millier,
La Défense 6, Within the TOTAL Group
92400 Courbevoie — Member of the TOTAL Executive Committee
France — Chairman and member of the Governance committee of Elf Aquitaine
— Director of Total Capital
— Chairman and Chief Executive Officer of Total Capital International
Outside the TOTAL Group
None

Directorships that have expired in the previous five years


— Chairman of Total Nucléaire until 2017
— Chairman and Chief Executive Officer of Elf Aquitaine until 2016
— Member of the Board of Directors of Socap International Ltd until 2015
— Member of the Board of Directors of Total International Limited until 2015

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MOMAR NGUER

Member of the TOTAL Executive Committee


Biography & Professional Experience
62 year-old Momar Nguer is a graduate of ESSEC. He started his career in 1982 in the financial department of
Hewlett Packard France, before joining the Downstream activity of the TOTAL Group in 1984. He became the
Sales Director of Total Senegal in 1985. In 1991, he became the manager of TOTAL Network and Consumers in
Born on July 8, 1956
Africa. He then took charge of the General Management of the Marketing subsidiaries of Total Cameroon, in 1995,
(French and Senegalese)
then Total Kenya, in 1997. In 2000, he was appointed director of East Africa and the Indian Ocean in TOTAL’s
Member of TOTAL S.A.’s Refining & Marketing segment. From 2007 to 2011, Momar Nguer was the Group’s Aviation Managing Director.
Executive Committee In December 2011, he became the Africa – Middle East director of TOTAL’s Marketing & Services segment.
since April 15, 2016 He joined the Group Performance Management Committee in January 2012 and was appointed Chairman of
the Diversity Council on August 1, 2015. On April 15, 2016, he became President, Refining & Chemicals and a
Business address:
member of the TOTAL Group’s Executive Committee.
TOTAL S.A.
2 place Jean Millier, Main function: President of TOTAL S.A.’s Marketing & Services segment
La Défense 6,
92400 Courbevoie Directorships and functions held at any company during the 2018 fiscal year
France
Within the TOTAL Group
— Member of the TOTAL Executive Committee
— Chairman and Chief Executive Officer of Total Marketing & Services
— Member of the Board of Directors of Clean Energy Fuels Corp.
Outside the TOTAL Group
— Member of the Board of Directors of CFAO
— Member of the Board of Directors of Africa Radio 4
Directorships that have expired in the previous five years
— Chairman & Chief Executive Officer of Total Outre-Mer until 2016
— Chairman & Chief Executive Officer de Total Africa SA until 2016
— Chairman of Total Réunion until 2016
— Director of Sofocop until 2016
— Director of Total Cameroun until 2016
— Director of Total Cote d’Ivoire until 2016
— Director of Total Liban until 2016
— Director of Total Maroc until 2016
— Director of Total Sénégal until 2016
— Chairman of Board of Directors de Total Nigeria until 2016
— Chairman of Board of Directors de Total (Africa) ltd until 2016
— Chairman of Board of Directors de Total Kenya Plc until 2016
— Chairman of Board of Directors de Total Petroleum Ghana Ltd until 2016
— Chairman of Board of Directors de Total South Africa Ltd until 2016
— Chairman of Board of Directors de Total Oil Turkyie until 2016

BERNARD PINATEL

Member of the TOTAL Executive Committee


Biography & Professional Experience
Bernard Pinatel is a graduate of the École Polytechnique and the Institut d’Études Politiques (IEP) de Paris, and
has an MBA from the Institut Européen d’Administration des Affaires (INSEAD). He is also a statistician-economist
(École Nationale de la Statistique et de l’Administration Économique – ENSAE). He started his career at Booz
Born on June 5, 1962
Allen & Hamilton, before joining the TOTAL group in 1991, where he occupied various operational positions in
(French)
the production plants and head offices of different subsidiaries, including Hutchinson and Coates Lorilleux. He
Member of TOTAL S.A.’s became the CEO France, and then the CEO Europe of Bostik between 2000 and 2006, and the Chairman and
Executive Committee Chief Executive Officer of Cray Valley, from 2006 to 2009. In 2010, he became the Chairman and Chief Executive
since September 1, 2016 Officer of Bostik. At TOTAL, he became a member of the Group’s Management Committee in 2011 and was
member of the Management Committee of Refining & Chemicals from 2011 to 2014.
Business address:
TOTAL S.A. When Arkema took over Bostik in February 2015, he was nominated as a member of the Executive Committee
2 place Jean Millier, of Arkema, responsible for the High-Performance Materials activity.
La Défense 6,
He joined the TOTAL Group on September 1, 2016, and was appointed President of the Refining & Chemicals
92400 Courbevoie
segment and a member of the Group Executive Committee.
France
Main function: President of TOTAL S.A.’s Refining & Chemicals segment

Directorships and functions held at any company during the 2018 fiscal year

Within the TOTAL Group


— Member of the TOTAL Executive Committee
— Chairman and Chief Executive Officer of Total Refining & Chemicals
— Chairman, Delegate Director of Total Country Services Belgium
— Chairman and Delegate Director of Total Chemicals & Refining SA/NV

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Administration and management bodies

Outside the TOTAL Group


None

Directorships that have expired in the previous five years


— Chairman and Chief Executive Officer of Bostik SA

PHILIPPE SAUQUET

Member of the TOTAL Executive Committee


Biography & Professional Experience
Philippe Sauquet is a graduate of l’École Polytechnique, l’École Nationale des Ponts et Chaussées and of the
University of California, Berkeley, United States. He started his career in 1981 as a civil engineer at the French
Ministry of Infrastructure, then at the French Ministry of the Economy and Finance. He joined the Orkem Group in
Born on September 20,
1988 as the sales manager of the Acrylic Materials division. He joined TOTAL in 1990 as Vice President,
1957 (French)
Anti-Corrosion Paints, before being nominated Chemicals Strategy Vice President.
Member of TOTAL S.A.’s
In 1997, he joined Gas & Power, where he was successively Vice President, Americas, Vice President,
Executive Committee
International, Senior Vice President, Strategy and Renewable Energies, Senior Vice President, Trading & Marketing,
since September 1, 2016
Gas & Power, based in London. On July 1, 2012, he was appointed President of Gas & Power, and became a
Business address: member of the Group’s Management Committee at the same time.
TOTAL S.A.
On October 29, 2014, he took charge of the Refining & Chemicals segment and joined the Group Executive
2 place Jean Millier,
Committee. On April 15, 2016, he also became interim President of New Energies.
La Défense 6,
92400 Courbevoie On September 1, 2016, he was appointed President of the newly created Gas, Renewables & Power segment.
France Philippe Sauquet is also the President of Group Strategy-Innovation and a member of the Group Executive
Committee.
Main function: President, Gas, Renewables & Power, and President, TOTAL S.A. Group Strategy-Innovation.

Directorships and functions held at any company during the 2018 fiscal year

Within the TOTAL Group


— Member of the TOTAL Executive Committee
Outside the TOTAL Group
— Director of IFPEN
Directorships that have expired in the previous five years
None

NAMITA SHAH

Member of the TOTAL Executive Committee


Biography & Professional Experience
Namita Shah is a graduate of Delhi University, New Delhi and has a postgraduate degree in Law from the New
York University School of Law, USA. She began her career as an Associate Attorney at Shearman & Sterling, a
New York law firm, where she spent eight years providing advice and supervising transactions including those
Born on August 21,
involving financings of pipeline and power plant companies.
1968 (French)
She joined TOTAL in 2002 as a Legal Counsel in the E&P mergers and acquisitions team. In 2008, she joined the
Member of TOTAL S.A.’s
New Business team where she was responsible for business development in Australia and Malaysia. She held
Executive Committee
this position until 2011 when she moved to Yangon as General Manager, Total E&P, Myanmar.
since September 1, 2016
On July 1, 2014, she was appointed Senior Vice President, Corporate Affairs, Exploration & Production.
Business address:
TOTAL S.A. On September 1st, 2016, she was appointed President People & Social Responsibility and member of the Executive
2 place Jean Millier, Committee.
La Défense 6,
Main function: President of People & Social Responsibility at TOTAL S.A.
92400 Courbevoie
France
Directorships and functions held at any company during the 2018 fiscal year

Within the TOTAL Group


— Member of the TOTAL Executive Committee
Outside the TOTAL Group
None

Directorships that have expired in the previous five years


None

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The Group Performance Management Committee men is promoted in the Group through a global policy of gender
diversity, goals set by General Management, a Human Resources
The mission of the Group Performance Management Committee is
process that takes the issue of gender into consideration, agreements
to examine, analyze and monitor the HSE, financial and operational
in favor of a better work-life balance (such as the agreement on
results of the Group. It is chaired by the Chairman and Chief Executive
remote working in France) and awareness-raising and training actions.
Officer and meets monthly.
In terms of TOTAL S.A., the Group’s commitment in favor of diversity
In addition to the members of the Executive Committee, this Committee
took shape in 2016 with the arrival of the President of the People &
is made up of the heads of the Group’s main business units, as well
Social Responsibility division to the Group’s Executive Committee
as a limited number of Senior Vice Presidents of functions at the
(7 people). With regard to diversity in the 10% of the highest
Group and business segments levels.
management positions of the Company, the proportion of women
equals 15%. At Group level, which is the most relevant perimeter
Balanced representation of women and men and diversity
considering TOTAL’s activities, this proportion equals 21% (1).
results in the 10% of positions at TOTAL S.A. with the
highest responsibilities (Article L. 225-37-4, 6° of the French For further information, refer to point 5.3.3 of chapter 5.
Commercial Code)
TOTAL is committed to respecting the principle of equal treatment
for women and men; it promotes this fundamental principle and
ensures that it is correctly applied. Equal treatment for women and

4.1.6 Shares held by the administration and management bodies

As of December 31, 2018, based on statements by the concerned By decision of the Board of Directors:
persons and the share register listing registered shares, all of the
— Executive directors are required to hold a number of TOTAL
members of the Board of Directors and the Group’s executive
officers (2) held less than 0.5% of the share capital:
shares equal in value to two years of the fixed portion of their 4
annual compensation; and
— members of the Board of Directors (3): 144,244 shares and
— members of the Executive Committee are required to hold a
11,982.73 units of the collective investment fund (“FCPE”)
number of TOTAL shares equal in value to two years of the fixed
invested in TOTAL shares;
portion of their annual compensation. These shares must be
— Chairman and Chief Executive Officer: 127,617 shares and acquired within three years of their appointment to the Executive
8,931.37 units of the FCPE invested in TOTAL shares; Committee.
— members of the Executive Committee (4): 429,674 shares and The number of TOTAL shares to be considered is comprised of
42,822.23 units of the collective investment fund (“FCPE”) TOTAL shares and units of the FCPE invested in TOTAL shares.
invested in TOTAL shares;
— executive officers (2): 678,534 shares and 75,514.57 units of the
collective investment fund (“FCPE”) invested in TOTAL shares.

(1) Proportion calculated on the basis of 95,327 employees.


(2) The Group’s executive officers include the members of the Executive Committee, the four Senior Vice Presidents of the central Group functions who are members of the Group
Performance Management Committee (HSE, Strategy & Climate, Communications, Legal), the Deputy Chief Financial Officer and the Treasurer.
(3) Including the Chairman and Chief Executive Officer, the director representing employee shareholders and the director representing employees.
(4) Excluding the Chairman and Chief Executive Officer.

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Administration and management bodies

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 2018 by the individuals referred to in paragraphs a), b) (1) and c) of Article L. 621-18-2 of the French Monetary and Financial Code:

2018 Acquisition Subscription Transfer Exchange Exercise of options

Patrick Pouyanné (a) TOTAL shares 38,880.00 3,665.00 (21,400.00) - 21,400.00


Units in FCPE and other
related financial instruments (b) 363.49 1.98 - - -
Patrick Artus (a) TOTAL shares - - - - -
Units in FCPE and other
related financial instruments (b) - - - - -
Patricia Barbizet (a) TOTAL shares - - - - -
Units in FCPE and other
related financial instruments (b) - - - - -
Marie-Christine Coisne-Roquette (a) TOTAL shares 161.00 - - - -
Units in FCPE and other
related financial instruments (b) - - - - -
Mark Cutifani (a) TOTAL shares - - - - -
Units in FCPE and other
related financial instruments (b) - - - - -
Maria van der Hoeven (a) TOTAL shares - - - - -
Units in FCPE and other
related financial instruments (b) - - - - -
Anne-Marie Idrac (a) TOTAL shares - - (99.00) - -
Units in FCPE and other
related financial instruments (b) - - - - -
Gérard Lamarche (a) TOTAL shares 107.00 - - - -
Units in FCPE and other
related financial instruments (b) - - - - -
Jean Lemierre (a) TOTAL shares 14.00 - - - -
Units in FCPE and other
related financial instruments (b) - - - - -
Renata Perycz (a) TOTAL shares 150.00 - - - -
Units in FCPE and other
related financial instruments (b) 81.99 - - - -
Carlos Tavares (a) TOTAL shares - - - - -
Units in FCPE and other
related financial instruments (b) - - - - -
Christine Renaud (a) TOTAL shares - - - - -
Units in FCPE and other
related financial instruments (b) 176.80 - (392.00) - -
Arnaud Breuillac (a) TOTAL shares 18,860.00 1,348.00 (6,100.00) - 17,300.00
Units in FCPE and other
related financial instruments (b) 301.11 2,950.40 (8,511.27) - -
Patrick de La Chevardière (a) TOTAL shares 26,240.00 - (37,000.00) - 52,900.00
Units in FCPE and other
related financial instruments (b) 108.34 12,439.04 (11,736.04) - -
Momar Nguer (a) TOTAL shares 7,790.00 429.00 (5,712.00) - -
Units in FCPE and other
related financial instruments (b) 409.02 7,091.96 - -
Bernard Pinatel (a) TOTAL shares - 897.00 - - 2,550.00
Units in FCPE and other
related financial instruments (b) 52.69 2,850.55 (1,729.97) - -
Philippe Sauquet (a) TOTAL shares 18,860.00 - (12,500.00) - 12,500.00
Units in FCPE and other
related financial instruments (b) 653.67 3,080.99 (4,964.89) - -
Namita Shah (a) TOTAL shares 4,920.00 281.00 - - 1,350.00
Units in FCPE and other
related financial instruments (b) 410.10 6,475.45 (1,029.60) - -

(a) Including related parties within the meaning of the provisions of Article R. 621-43-1 of the French Monetary and Financial Code.
(b) FCPE primarily invested in TOTAL shares.

(1) The individuals referred to in paragraph b) of Article L. 621-18-2 of the French Monetary and Financial Code include the members of the Executive Committee.

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4.2 Statement regarding corporate governance
For many years, TOTAL has taken an active approach to corporate of at least one half of the Company’s assets and to bring the Code in
governance and at its meeting on November 4, 2008, the Board of line with new laws regarding supplementary pensions of executive
Directors decided to refer to the AFEP-MEDEF Code of Corporate directors. The Code was also revised in November 2016 in order
Governance for publicly traded companies (available on the AFEP to clarify and complete certain recommendations, in particular on
and MEDEF websites). the independence of directors, CSR and the compensation of the
executive directors. Finally, the AFEP-MEDEF Code was revised in
The AFEP-MEDEF Code was revised in June 2013 to introduce new
June 2018, in particular in order to take increased account of corporate
changes regarding, in particular, a consultation procedure in which
social and environmental responsibility. It also contains more stringent
shareholders can express an opinion on the individual compensation
requirements in the realms of non-discrimination and diversity.
of the executive directors (say on pay), as well as the establishment
of a High Committee for corporate governance, an independent Pursuant to Article L. 225-37-4 of the French Commercial Code,
structure in charge of monitoring the implementation of the Code. the following table sets forth the sole recommendation made in the
It was also revised in November 2015 to introduce the principle of AFEP-MEDEF Code that the Company has opted not to follow as
consultation of the Annual Shareholders’ Meeting in case of the sale well as the reasons for such decision.

RECOMMENDATIONS NOT FOLLOWED EXPLANATION – PRACTICE FOLLOWED BY TOTAL


Supplementary pension plan (point 24.6.2 of the Code) It appeared justified not to deprive the relevant beneficiaries of
the benefit of the pension commitments made by the Company in
Supplementary pension schemes with defined benefits must be
the particular cases of the disability or departure of a beneficiary
subject to the condition that the beneficiary must be a director or
over 55 years of age at the initiative of the Group. In addition,
employee of the company when claiming his or her pension rights
it should be noted that the supplementary pension plan set up by
pursuant to the applicable rules.
the Company was declared to URSSAF in 2004, in accordance
with Articles L. 137-11 and R. 137-16 of the French Social Security
4
Code.

In recent years, the Company’s practices have evolved in two areas Second, concerning the recommendation made in the AFEP-MEDEF
concerning the recommendations made in the AFEP-MEDEF Code. Code concerning the composition of the Compensation Committee
that one “employee director should be a member”, the Board of
First, a meeting of directors not attended by the executive directors
Directors approved on February 8, 2017, the proposal of the
has been held annually since 2017. The recommendation made in
Governance and Ethics Committee to appoint Ms. Renata Perycz as
the AFEP-MEDEF Code (point 10.3) stating that “It is recommended
a member of the Compensation Committee as of the Shareholder
that a meeting not attended by the executive officers be organized
Meeting of May 26, 2017. Ms. Perycz, thanks to the nature of her
each year” is thus followed.
salaried duties in the Group, brings in particular to the Compensation
Committee her experience in Human Resources.

4.3 Compensation for the administration


and management bodies
4.3.1 Board members’ compensation

Aggregate amount of directors’ fees — a fixed annual portion of €20,000 per director (1);
The conditions applicable to Board members’ compensation are — a fixed annual portion (1) of €30,000 for the Chairman of the Audit
defined by the Board of Directors on the proposal of the Governance Committee (2);
and Ethics Committee, subject to the aggregate maximum amount
— a fixed annual portion (1) of €25,000 for the Audit Committee
of directors’ fees authorized by the Annual Shareholders’ Meeting of
members (2);
May 17, 2013, and set at €1.4 million per fiscal year.
— a fixed annual portion (1) of €25,000 for the Chairman of the
In 2018, the aggregate amount of directors’ fees due to the members
Governance and Ethics Committee and for the Chairman of the
of the Board of Directors (12 directors on December 31, 2018) was
Compensation Committee (2);
€1.4 million.
— an additional fixed annual portion (1) of €30,000 for the Lead
Rules for allocating directors’ fees Independent Director (beyond amounts above);
The directors’ fees for fiscal year 2018 are allocated according to a — an amount of €7,500 per director for each Board of Directors’
formula comprised of fixed compensation and variable compensation meeting actually attended (in view of the additional workload of
based on fixed amounts per meeting, which makes it possible to the Board);
take into account each director’s actual attendance at the meetings
— an amount of €3,500 per director for each Governance and
of the Board of Directors and its Committees, subject to the
Ethics Committee, Compensation Committee or Strategy and
conditions below:
CSR Committee meeting actually attended;

(1) Calculated on a pro rata basis, in the event of change in the course of the year.
(2) To be substituted to the €20,000 fixed annual portion per director. In case of accumulation of the functions of director and/or Audit Committee member and/or Chairman of a Committee
(Audit, Governance and Ethics, Compensation), the difference between the fixed annual portion per director and the fixed annual portion of the other functions is added.

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— an amount of €7,000 per director for each Audit Committee equal to the amount of €1.4 million authorized by the Shareholders’
meeting actually attended; and Meeting.
— a premium of €4,000 for travel from outside France to attend a The table below presents the total compensation and including
Board of Directors’ or Committee meeting. in-kind benefits due and paid during the previous two fiscal years
to each executive and non-executive director in duties during the
The Chairman and Chief Executive Officer does not receive directors’
fiscal year.
fees for his work on the Board and Committees of TOTAL S.A.
Ms. Christine Renaud, the director representing employees since
The total amount paid to each director is determined after taking into
May 26, 2017, participates in the internal defined contribution pension
consideration the director’s actual presence at each Board of Directors’
plan applicable to all TOTAL S.A. employees, known as RECOSUP
or Committee meeting and, if appropriate, after prorating the amount
(Régime collectif et obligatoire de retraite supplémentaire à cotisations
set for each director such that the overall amount paid remains within
définies), governed by Article L. 242-1 of the French Social Security
the maximum limit set by the Shareholders’ Meeting. Directors’ fees
Code. The Company’s commitment is limited to its share of the
for each fiscal year are paid following a decision by the Board of
contribution paid to the insurance company that manages the plan.
Directors, on the proposal of the Governance and Ethics Committee,
For fiscal year 2018, this pension plan represented a booked expense
at the beginning of the following fiscal year.
to TOTAL S.A. in favor of Ms. Renaud of €647.
The director representing employee shareholders and the director
During the past two years, the directors currently in office have not
representing employees receive directors’ fees according to the same
received any compensation or in-kind benefits from TOTAL S.A. or
terms and conditions as any other director.
from its controlled companies other than those mentioned in the
In view of the number of Board and Committee meetings held in table below.
fiscal year 2018, the above allocation rules produced an amount of
Moreover, there is no service contract between a director and
€1,610,000, which is higher than the cap voted by the Shareholders’
TOTAL S.A. or any of its controlled companies that provides for the
Meeting of May 17, 2013. Consequently, this amount was prorated,
grant of benefits under such a contract.
in application of the decision of the Board of Directors’ decision of
February 9, 2012, so that the amount paid to the directors was at most

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Table of directors’ fees and other compensation due and paid to the executive and non-executive directors
(AMF position-recommendation No. 2009-16 – AMF Table No. 3)
Fiscal year 2017 Fiscal year 2018

Gross amount (€) Amounts due Amounts paid Amounts due Amounts paid

Patrick Pouyanné Directors’ fees - - - -


Other compensation (a) (a) (a) (a)

Patrick Artus Directors’ fees 128,000 121,000 138,696 128,000


Other compensation - - - -
Patricia Barbizet Directors’ fees 128,534 109,500 137,391 128,534
Other compensation - - - -
Marie-Christine Coisne-Roquette Directors’ fees 154,000 146,500 149,130 154,000
Other compensation - - - -
Mark Cutifani Directors’ fees (b) 53,500 - 106,522 53,500
Other compensation - - - -
Maria van der Hoeven Directors’ fees 148,500 43,576 194,348 148,500
Other compensation - - - -
Anne-Marie Idrac Directors’ fees 91,500 84,000 94,348 91,500
Other compensation - - - -
Gérard Lamarche Directors’ fees 181,000 150,000 201,304 181,000 4
Other compensation - - - -
Jean Lemierre Directors’ fees 88,000 32,076 94,348 88,000
Other compensation - - - -
Renata Perycz Directors’ fees 120,000 48,576 129,130 120,000
Other compensation 57,946 57,946 60,681 60,681
Christine Renaud Directors’ fees (c) 53,000 - 91,739 53,000
Other compensation 60,789 60,789 63,471 63,471
Carlos Tavares Directors’ fees (b) 42,000 - 63,043 42,000
Other compensation - - - -
TOTAL (d) 1,306,769 853,963 1,524,151 1,312,186

(a) For detailed information concerning compensation, refer to the summary tables presented in point 4.2.3 of this chapter.
(b) Director since May 26, 2017.
(c) Director representing employees since May 26, 2017. Ms. Renaud chose to pay, for the entire term of her directorship, all her directors’ fees to her trade union membership organizations.
(d) In 2018, the directors who left the Board of Directors following the Shareholders’ Meeting on May 26, 2017, received the amounts shown below for the fiscal year 2017: Mr. Desmarais,
Jr. and Ms. Kux respectively received amounts of €17,000 and €39,500 in directors’ fees; Mr. Blanc, director representing employees, received an amount of €31,500 in directors’ fees,
and an amount of €77,997 for the exercise of his salaried duties in the Group.

4.3.2 Chairman and Chief Executive Officer’s compensation

4.3.2.1 Compensation of Mr. Patrick Pouyanné The payment to the Chairman and Chief Executive Officer of the
for fiscal year 2018 variable component for fiscal year 2018 is conditional on the approval
of the Ordinary Shareholders’ Meeting on May 29, 2019, of the
This report by the Board of Directors, on the proposal of the
compensation components of the Chairman and Chief Executive
Compensation Committee, and in application of Article L. 225-37-3 of
Officer, under the conditions stipulated in Articles L. 225- 37-2,
the French Commercial Code, presents the total compensation and
L. 225-100, and R. 225-29-1 of the French Commercial Code (decree
benefits of all kinds, paid to the Chairman and Chief Executive Officer
No. 2017-340 of March 16, 2017, applicable since March 18, 2017).
in the fiscal year 2018 (1). It makes the distinction between the fixed,
variable and extraordinary components of the total compensation The Ordinary Shareholders’ Meeting on May 29, 2019 will be called
and benefits, as well as the criteria used to calculate them or the on to approve the fixed and variable components of the total
circumstances due to which they were attributed. This report also compensation and the benefits of any kind paid or attributed to the
mentions all the commitments of all kinds made by the Company in Chairman and Chief Executive Officer for the fiscal year 2018, in
favor of the Chairman and Chief Executive Officer corresponding application of Article L. 225-100 of the French Commercial Code.
to the components of compensation, indemnities or benefits due or
likely to be due upon acceptance, termination or change in duties or
after the discharge thereof, in particular pension commitments and
other annuities.

(1) Including attributions in the form of stock, securities or rights giving accès to the company’s share capital or rights to the attribution of securities of the Company or of the companies
mentioned in Articles L. 228-13 and L. 228-93 of the French commercial Code.

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Table of the compensation of the Chairman and Chief Executive Officer


(AMF position-recommendation No. 2009-16 – AMF Table No. 2)
Fiscal year 2017 Fiscal year 2018

Amount due Amount paid Amount due Amount paid


for the during the for the during the
(in €) fiscal year fiscal year (a) fiscal year fiscal year (a)

Patrick Pouyanné
Chairman and Chief Executive Officer
Fixed compensation 1,400,000 1,400,000 1,400,000 1,400,000
Annual variable compensation 2,400,300 2,339,400 1,725,900 2,400,300
Multi-year variable compensation - - - -
Extraordinary compensation - - - -
Directors’ fees - - - -
In-kind benefits (b) 67,976 67,976 69,232 69,232
TOTAL 3,868,276 3,807,376 3,195,132 3,869,532

(a) Variable portion paid for the prior fiscal year.


(b) Company car and the life insurance and health care plans paid for by the Company.

Summary of the compensation, options and shares granted to the Chairman and Chief Executive Officer
(AMF position-recommendation No. 2009-16 – AMF Table No. 1)
(in €, except the number of shares) Fiscal year 2017 Fiscal year 2018

Patrick Pouyanné
Chairman and Chief Executive Officer
Compensation due for the fiscal year (details in AMF Table No. 2 above) 3,868,276 3,195,132
Valuation of multi-year variable compensation paid during the fiscal year - -
Accounting valuation of the options granted during the fiscal year - -
Accounting valuation of the performance shares granted during the fiscal year (a) 2,134,200 2,607,840
Number of performance shares granted during the fiscal year 60,000 72,000
TOTAL 6,002,476 5,802,972

Note: The valuations of the options and performance shares correspond to a valuation performed in accordance with IFRS 2 (see Note 9 to the Consolidated Financial Statements) and not
to any compensation actually received during the fiscal year. Entitlement to performance shares is subject to the fulfillment of performance conditions assessed over a three-year period.
(a) For detailed information, refer to AMF Table No. 6 below. The valuation of the shares was calculated on the grant date (see Note 9 to the Consolidated Financial Statements).

AMF position-recommendation No. 2009-16 – AMF table No. 11


Payments
or benefits
due or likely Benefits
to be due upon related to a
Executive Employment Supplementary termination or non-compete
directors contract pension plan change in duties agreement

Patrick Pouyanné NO YES YES (a) NO


Chairman and Chief Executive Officer Internal supplementary Severance benefit and
Start of term of office: December 19, 2015 defined benefit pension retirement benefit
End of term of office: Shareholders’ Meeting of 2021 plan (a) and defined
to approve the financial statements for fiscal year 2020 contribution pension plan
known as RECOSUP

(a) Payment subject to a performance condition under the terms approved by the Board of Directors on March 14, 2018. Details of these commitments are provided below. The retirement
benefit cannot be combined with the severance benefit.

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Compensation for the administration and management bodies 4


Summary table of the components of the 2018 compensation for Mr. Patrick Pouyanné, Chairman and Chief Executive Officer of TOTAL S.A.

Amount or
Components accounting valuation
of compensation submitted for vote Presentation
Components of total compensation paid or granted for fiscal year 2018

Fixed €1,400,000 The fixed compensation due to Mr. Pouyanné for his duties as Chairman and Chief
compensation (amount paid in 2018) Executive Officer for fiscal year 2018 was €1,400,000 (unchanged from fiscal year 2017).

Annual variable €1,725,900 The variable portion of Mr. Pouyanné’s compensation for his duties as Chairman and
compensation (amount to be paid Chief Executive Officer for fiscal year 2018 has been set at €1,725,900, corresponding
in 2019) to 123.28% (of a maximum of 180%) of his fixed annual compensation based on
results of the economic parameters and the evaluation of his personal contribution.
At its meeting on March 13, 2019, the Board of Directors reviewed the level of
achievement of the economic parameters based on the quantifiable targets set by the
Board of Directors at its meeting on March 14, 2018. The Board of Directors also
assessed the Chairman and Chief Executive Officer’s personal contribution on the basis
of the four target criteria set during its meeting on March 14, 2018, to qualitatively
assess his management.
Annual variable compensation due for fiscal year 2018
(expressed as a percentage of the base salary)
Maximum Percentage
percentage allocated

Economic parameters (quantifiable targets) 140% 83.28% 4


– Safety 20% 15.68%
– TRIR 12% 11.80%
– FIR, comparative 4% 0%
– Evolution of the number of Tier 1 + Tier 2 incidents 4% 3.88%
– Return on equity (ROE) 30% 27.6%
– Net-debt-to-equity ratio (1) 40% 40%
– Adjusted net income (ANI), comparative 50% 0%
Personal contribution (qualitative criteria) 40% 40%
– Steering of the strategy and successful strategic
negotiations with producing countries – achievement
of production and reserve targets 15% 15%
– Performance and outlook with respect to Downstream
activities (Refining & Chemicals/Marketing & Services) –
The Group’s gas-electricity-renewables growth strategy 10% 10%
– Corporate Social Responsibility (CSR) performance 15% 15%
TOTAL 180% 123.28%

The Board of Directors assessed achievement of the targets set for the economic
parameters as follows:
— The safety criterion was assessed for a maximum of 20% of the base salary through
(i) the achievement of the annual TRIR (Total Recordable Injury Rate) target, (ii) the
number of accidental deaths per million hours worked, FIR (Fatality Incident Rate)
compared to those of the four large competitor oil companies (ExxonMobil, Royal Dutch
Shell, BP and Chevron), as well as (iii) through change in the Tier 1 + Tier 2 indicator (2).
These three sub-criteria were assessed based on the elements set out in the 2018
compensation policy for the Chairman and Chief Executive Officer, as approved by
the Shareholders’ Meeting of June 1, 2018, and providing that:
– the maximum weighting of the TRIR criterion is 12% of the base salary. The
maximum weighting is reached if the TRIR is less than 0.9; the weighting of the
criterion is zero if the TRIR is greater than or equal to 1.5. The interpolations are
linear between these points of reference,
– the maximum weighting of the FIR criterion is 4% of the base salary. The maximum
weighting is reached if the FIR is the best of the majors’ panel ; it is zero if the FIR is
the worst of the panel. The interpolations are linear between these points of reference,
– the maximum weighting of the Tier 1 + Tier 2 criterion is 4% of the base salary.
The maximum weighting is reached if the number of incidents is less than 100, it is
zero if the number of incidents is greater than 200. The interpolations are linear
between these points of reference.

(1) Net debt/shareholders’ equity + net debt before IFRS 16 impact.


(2) Tier 1 and Tier 2: indicator of the number of loss of primary containment events, with more or less significant consequences, as defined by the API 754 (for downstream) and IOGP 456
(for upstream) standards. Excluding acts of sabotage and theft.

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Compensation for the administration and management bodies

Amount or
Components accounting valuation
of compensation submitted for vote Presentation

Concerning the 2018 fiscal year, the following elements were noted:
– the TRIR was 0.91, which is above the target of 0.9. The result of this criterion
was thus set at 11.80%;
– the FIR rate is 0.88, the last of the majors’ panel. The result of this criterion was
thus fixed at 0%;
– the number of Tier 1 + Tier 2 incidents was 103, which is above the target of 100.
The result of this criterion was set at 3.88%.
The result of the criterion related to the safety performance was thus set at 15.68%.
— The return on equity (ROE) criterion (1), was assessed for a maximum of 30% of the
base salary, based on the elements set out in the 2018 compensation policy of the
Chairman and Chief Executive Officer, as approved by the Shareholders’ Meeting of
June 1, 2018, and providing that:
– the maximum weighting of the criterion is reached if the ROE is greater than or
equal to 13%,
– the weighting of the criterion is zero if the ROE is less than or equal to 6%,
– the weighting of the criterion is at 50% of the maximum, i.e., 15%, for an ROE of 8%,
– the interpolations are linear between these three points of reference.
The Board of Directors noted that the ROE for fiscal year 2018 was 12.2%, i.e., higher
than the target announced by the Group to the shareholders but below the limit of
13% corresponding to the maximum weighting. The result of this criterion was thus
set at 27.6%.
— The net-debt-to-equity ratio criterion (net debt/shareholders’ equity + net debt
before IFRS 16 impact), was assessed for a maximum of 40% of the base salary,
based on the elements set out in the compensation policy of the Chairman and
Chief Executive Officer for 2018, as approved by the Shareholders’ Meeting of June
1, 2018 and providing that:
– the maximum weighting of the criterion is reached for a net debt-to-equity ratio
equal to or less than 20%,
– the weighting of the criterion is zero for a net-debt-to-equity ratio equal to or
greater than 30%,
– the interpolations are linear between these two points of reference.
The Board of Directors noted that the net-debt-to-equity ratio at 2018 year-end was
15.5%, i.e., below 20%. The target to maintain a net-debt-to-equity ratio below
20% being fully reached, the result of this criterion was set to its maximum at 40%.
— The criterion related to the change in the Group’s adjusted net income (ANI)
was assessed by comparison with those of the four large oil companies on the
basis of estimates calculated by a group of leading financial analysts (2), based on
the elements set out in the compensation policy of the Chairman and Chief Executive
Officer for 2018, as approved by the Shareholders’ Meeting of June 1, 2018 and
providing that:
– the comparison is made on the average three-year progress of the ANI (a sliding
three-year average of the ANI for each of the four companies in the panel applies,
and the arithmetical average of these four averages is then calculated and
compared with the changes in TOTAL’s ANI),
– if the Group does better than the value observed for the panel, plus 12%,
the weighting of the criterion is equal to the maximum of 50% of the base salary,
– the weighting of the criterion is 60% of this maximum if the performance of
the Group is identical to that of the panel,
– the weighting of the criterion is zero if the performance of the Group is identical
to that of the panel, minus 12%,
– the interpolations are linear between these points of reference.
The Board of Directors noted with regret that, whereas the income of the Group
reached a higher level in 2018 with the price of oil at $71/b compared to 2014 with
the price of oil at $99/b, this criterion presents an anomalous result: due to their
very strong counter-performance in 2016 and 2017, two companies of the panel
saw a strong growth of their relative performance in 2018 compared to 2017 in view
of the evolution of the price of crude oil. As a result, the Group’s performance was
below than that of the panel minus 12% and the result of this criterion was 0%.

(1) The Group evaluates ROE as the ratio of adjusted consolidated net income to average adjusted shareholders’ equity between the beginning and the end of the period. Adjusted
shareholders’ equity for fiscal year 2018 is calculated after payment of a dividend of €2.56 per share, subject to approval by the Shareholders’ Meeting on May 29, 2019. The ROE was
10.15% in 2017.
(2) Adjusted results are defined as income at replacement cost, excluding non-recurring items and the impact of fair value changes. The annual ANI of each peer used for the calculation is
determined by taking the average of the ANIs published by a panel of six financial analysts: UBS, Crédit Suisse, Barclays, Bank of America Merrill Lynch, JP Morgan and Deutsche Bank.
If any of these analysts is unable to publish the results of one or more peers for a given year, it will be replaced, for the year and for the peer(s) in question, in the order listed, by an analyst
included in the following additional list: Jefferies, HSBC, Société Générale, Goldman Sachs and Citi. The ANIs used will be set according to these analysts’ last publications two business
days after the publication of the press release announcing the “fourth quarter and annual results” of the last peer.

150 TOTAL Registration Document 2018


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Compensation for the administration and management bodies 4


Amount or
Components accounting valuation
of compensation submitted for vote Presentation

Regarding the Chairman and Chief Executive Officer’s personal contribution, the Board
of Directors determined that the targets set were largely achieved in fiscal year 2018,
particularly those related to:
— Steering of the strategy and successful strategic negotiations with producing countries,
and achievement of production and reserve targets, for a maximum of 15%:
The Board of Directors has set the result of this criterion at its maximum because of
the success in the Group’s strategic negotiations with the producing countries and
the achievement of the production and reserve objectives. The Board noted in
particular:
– the finalization by Petrobras and TOTAL of the transfer of participation of the
Lapa and Iara concessions in Brazil,
– the finalization of the acquisition and integration of Mærsk Oil,
– the extension of two offshore concessions in the United Arab Emirates in
partnership with ADNOC,
– the start of Kaombo Norte in Angola, the start of Egina in Nigeria, the gas
discovery at Glendronach in the United Kingdom,
– the start of the 3rd Yamal LNG train, the departure of the first Ichthys LNG cargo
ship in Australia,
– the discovery of Ballymore in the deep waters of Mexico.
The Board of Directors also noted an increase in hydrocarbon production in 2018 of
8.17% compared to 2017 and the rate of renewal of reserves recorded at December
31, 2018 which is established (with an average price passing from $54.36/b in 4
2017 to $71.43/b in 2018) to + 157%.
— Performance and outlook with respect to Downstream activities (Refining &
Chemicals/Marketing & Services) and the Group’s gas-electricity-renewables growth
strategy for a maximum of 10%:
The Board of Directors set the result of this criterion to its maximum, i.e., 10%
because of the success in development of the activities. The Board noted in
particular:
– the launch of the construction of the steam cracker in Port Arthur,
– the opening of the first Total service station in Mexico in the framework of the
agreement signed with Gasored,
– the acquisition of Grupo Zema in Brazil,
– the finalization of the acquisition of Engie’s LNG business,
– the acquisition of Direct Énergie,
– the association of TOTAL and Saudi Aramco to build a petrochemical complex
in Jubail,
– the association of TOTAL and Adani Group to develop a multi-energy offer in India,
– the association of TOTAL and Sonatrach to launch studies for a petrochemical
project in Algeria,
– the start of the biosourced and recyclable plastic plant in Thailand.
— CSR performance, notably taking into account the climate into the Group’s Strategy,
the Group’s reputation in the domain of Corporate Social Responsibility as well as
the policy concerning all aspects of diversity, for a maximum of 15%:
The Board of Directors has set the result of this criterion at its maximum i.e. 15%
because of the success in the actions realized in 2018 in the following fields:
– Concerning the Group’s reputation in the field of societal policy:
- the recognition of TOTAL as a Lead Company of the United Nations Global
Compact,
- TOTAL’s membership as a founding member of the UNGC Ocean Platform,
- the Group’s commitment, in partnership with BP, Equinor and Shell, to adopt a
collaborative approach to suppliers’ assessments of respect for human rights,
- the revision of the Group Code of Conduct,
- the Group’s commitment to the Total Foundation program supported by the
Fondation d’entreprise, with significant partnerships and the launch of Action!
Global Solidarity Program which allows all Group employees to take up to
three days on working time for the benefit of associations.
– Regarding non-financial rating agencies:
- maintaining TOTAL in the Dow Jones Sustainability Indexes – DJSI World and
Europe indices,
- maintaining TOTAL in the FTSE4Good index (“footsie for good”) – London Stock
Exchange,
- the retention of TOTAL’s A rating with the MSCI non-financial rating agency
(on a scale from AAA to C).

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4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

Amount or
Components accounting valuation
of compensation submitted for vote Presentation

- the retention of the B- rating of TOTAL with the non-financial rating agency
ISS-oekom (on a scale from A + to D-) and its “Prime” status (value recommended
to socially responsible investors),
- TOTAL’s ranking in the Corporate Human Rights Benchmark (9th in the extractive
sector – 4th Oil & Gas company, behind ENI, Shell and BP).
– Taking climate into account in the Group’s strategy:
- the announcement of an ambition to reduce the carbon intensity of energy
products used by its customers by 15% by 2030,
- the announcement of a target to reduce methane emissions with an intensity of
less than 0.20 in 2025,
- the continued development on the integrated low carbon electricity chain:
acquisition of Direct Énergie in France and Clean Energy Fuels Corp. in the
United States, and of 4 natural gas combined cycle plants (CCGT).
– Diversity policy:
- TOTAL’s ranking in the top 10 of the Corporate Women Directors International
Report (CWDI) in terms of diversity,
- the commitment of the Group in the fight against sexism STOPE (“Stop au
sexisme dit Ordinaire dans l’Entreprise”),
- the achievement of the objectives set at the end of 2010 regarding the
percentage of women and internationals individuals on the Management
Committees,
- the development of mentoring for women,
- the Group’s support for the professional integration of young people:
- alternates: Plan France “5,000 alternating” corresponding to 5% of the French
workforce per year and spread over the 2016-2018 period;
- 3% of hirings in 2018 are hiring from disadvantaged areas,
- 1st year of High School internships: 50% of internships for High School (first
year) in the Paris region are dedicated to disadvantaged young people,
- creation and implementation of a learning path in partnership with “Create
Your Future” and “United Way – L’Alliance”.
- the Group’s action in the area of disability, particularly with the signing of the
ILO’s Corporate & Disability Charter and the launch of the Group’s International
Disability initiative (roll-out to 40 first voluntary subsidiaries).
Being that all the objectives were considered as largely met by the Board, the personal
contribution of the Chairman and Chief Executive Officer was thus determined at its
maximum, i.e., 40% of the fixed compensation.

Multi-year or n/a The Board of Directors has not granted any multi-year or deferred variable compensation.
deferred variable
compensation

Extraordinary n/a The Board of Directors has not granted any extraordinary compensation.
compensation

Directors’ fees n/a Mr. Pouyanné does not receive directors’ fees for his duties at TOTAL S.A. or at the
companies it controls.

Stock options, €2,607,840 (1) On March 14, 2018, Mr. Pouyanné was granted 72,000 existing shares of the Company
performance (accounting valuation) (corresponding to 0.0028% of the share capital (2)) pursuant to the authorization of the
shares (and all Company’s Combined Shareholders’ Meeting of May 24, 2016 (twenty-fourth resolution)
other forms subject to the conditions set out below. These shares were granted under a broader
of long-term share plan approved by the Board of Directors on March 14, 2018, relating to 0.24% of
compensation) the share capital in favor of more than 10,000 beneficiaries. The definitive grant of all the
shares is subject to the beneficiary’s continued presence within the Group during the
vesting period and to performance conditions as described below. The definitive number
of shares granted will be based on the comparative TSR (Total Shareholder Return) and
the annual variation in net cash flow per share for fiscal years 2018 to 2020, applied as
follows:
— the Company will be ranked against its peers (ExxonMobil, Royal Dutch Shell, BP
and Chevron) each year during the three vesting years (2018, 2019 and 2020),
based on the TSR criterion of the last quarter of the year in question, the dividend
being considered reinvested based on the closing price on the ex-dividend date.
— the Company will be ranked each year against its peers (ExxonMobil, Royal Dutch
Shell, BP and Chevron) during the three vesting years (2018, 2019 and 2020) using
the annual variation in net cash flow per share criterion expressed in dollar.

(1) The valuation of the shares was calculated on the grant date (see Note 9 to the Consolidated Financial Statements).
(2) Based on a share capital made up of 2,536,236,019 shares on the grant date.

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Compensation for the administration and management bodies 4


Amount or
Components accounting valuation
of compensation submitted for vote Presentation

Based on the ranking, a grant rate will be determined for each year: 1st: 180% of the
grant; 2nd: 130% of the grant; 3rd: 80% of the grant; 4th and 5th: 0%. For each of the
criteria, the average of the three grant rates obtained (for each of the three fiscal years
for which the performance conditions are assessed) will be rounded to the nearest
0.1 whole percent (0.05% being rounded to 0.1%) and capped at 100%. Each criterion
will have a weight of 50% in the definitive grant rate. The definitive grant rate will be
rounded to the nearest 0.1 whole percent (0.05% being rounded to 0.1%). The number
of shares definitively granted, after confirmation of the performance conditions, will be
rounded to the nearest whole number of shares in case of a fractional lot.
In application of Article L. 225-197-1 of the French Commercial Code, Mr. Pouyanné
will, until the end of his term, be required to retain in the form of registered shares, 50%
of the gains on the granted shares net of tax and national insurance contributions
related to the shares granted in 2018. When Mr. Pouyanné holds (1) a volume of shares
representing five times the fixed portion of his gross annual compensation, this
percentage will be equal to 10%. If this condition is no longer met, the above-mentioned
50% holding requirement will again apply.
In addition, the Board of Directors has noted that, pursuant to the Board’s Rules of
Procedure applicable to all directors, the Chairman and Chief Executive Officer is not
allowed to hedge the shares of the Company or any related financial instruments and
has taken note of Mr. Pouyanné’s commitment to abstain from such hedging operations
with regard to the performance shares granted.
The grant of performance shares to Mr. Pouyanné is subject to the same requirements
applicable to the other beneficiaries of the performance share plan as approved by the
4
Board at its meeting on March 14, 2018. In particular, these provisions stipulate that the
shares definitively granted at the end of the three- year vesting period will, after
confirmation of fulfillment of the presence and performance conditions, be automatically
recorded as pure registered shares on the start date of the two-year holding period and
will remain non-transferable and unavailable until the end of the holding period.

Payment for n/a Mr. Pouyanné was not granted any payment for assuming his position.
assuming a
position
Components of total compensation paid or granted for fiscal year 2018 subject to a vote by the Annual Shareholders’ Meeting as per the
procedure regarding regulated agreements and undertakings

Valuation of €69,232 The Chairman and Chief Executive Officer is entitled to a company vehicle.
in-kind benefits (accounting valuation)
He is covered by the following life insurance plans provided by various life insurance
companies:
— An “incapacity, disability, life insurance” plan applicable to all employees, partly paid for
by the Company, that provides for two options in case of death of a married employee:
either the payment of a lump sum equal to 5 times the annual compensation up to
16 times the PASS, corresponding to a maximum of €3,241,920 in 2019, plus an
additional amount if there is a dependent child or children, or the payment of a lump
sum equal to three times the annual compensation up to 16 times the PASS, plus a
survivor’s pension and education allowance;
— A second “disability and life insurance” plan, fully paid by the Company, applicable
to executive officers and senior executives whose annual gross compensation is
more than 16 times the PASS. This contract, signed on October 17, 2002, amended
on January 28 and December 16, 2015, guarantees the beneficiary the payment of
a lump sum, in case of death, equal to two years of compensation (defined as the
gross annual fixed reference compensation (base France), which corresponds to
12 times the monthly gross fixed compensation paid during the month prior to death
or sick leave, to which is added the highest amount in absolute value of the variable
portion received during one of the five previous years of activity), which is increased
to three years in case of accidental death and, in case of accidental permanent
disability, a lump sum proportional to the degree of disability. Death benefits are
increased by 15% for each dependent child. Payments due under this contract are
made after the deduction of any amount paid under the above-mentioned plan
applicable to all employees.
The Chairman and Chief Executive Officer also benefits from the health care plan
applicable to all employees.

(1) In the form of shares or units of mutual funds invested in shares of the Company.

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Compensation for the administration and management bodies

Amount or
Components accounting valuation
of compensation submitted for vote Presentation

Severance None The Chairman and Chief Executive Officer is entitled to a benefit equal to two years of
benefit his gross compensation in the event of a forced departure related to a change of control
or strategy. The calculation is based on the gross compensation (fixed and variable) of
the 12 months preceding the date of termination or non-renewal of his term of office.
The severance benefit will only be paid in the event of a forced departure related to a
change of control or strategy. It will not be due in case of gross negligence or willful
misconduct or if the Chairman and Chief Executive Officer leaves the Company of his
own volition, accepts new responsibilities within the Group or may claim full retirement
benefits within a short time period.
These undertakings were subject to the procedure for regulated agreements, as provided
for by Article L. 225-38 of the French Commercial Code. They were approved by the
Annual Shareholders’ Meeting held on June 1, 2018.
Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, receipt
of this severance benefit is contingent upon a performance-related condition applicable
to the beneficiary, which is deemed to be fulfilled if at least two of the following criteria
are met:
— the average ROE (return on equity) for the three years preceding the year in which
the Chairman and Chief Executive Officer leaves is at least 10%;
— the average net-debt-to-equity ratio for the three years preceding the year in which
the Chairman and Chief Executive Officer leaves is less than or equal to 30%; and
— growth in TOTAL’s oil and gas production is greater than or equal to the average
growth rate of four oil companies (ExxonMobil, Royal Dutch Shell, BP and Chevron)
during the three years preceding the year in which the Chairman and Chief Executive
Officer leaves.

Retirement None The Chairman and Chief Executive Officer is entitled to a retirement benefit equal to
benefit those available to eligible members of the Group under the French National Collective
Bargaining Agreement for the Petroleum Industry. This benefit is equal to 25% of the
fixed and variable annual compensation received during the 12 months preceding
retirement.
Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code,
receipt of this retirement benefit is contingent upon a performance-related condition
applicable to the beneficiary, which is deemed to be fulfilled if at least two of the following
criteria are met:
— the average ROE (return on equity) for the three years preceding the year in which
the Chairman and Chief Executive Officer retires is at least 10%;
— the average net-debt-to-equity ratio for the three years preceding the year in which
the Chairman and Chief Executive Officer retires is less than or equal to 30%;
— growth in TOTAL’s oil and gas production is greater than or equal to the average
growth rate of four oil companies (ExxonMobil, Royal Dutch Shell, BP and Chevron)
during the three years preceding the year in which the Chairman and Chief Executive
Officer retires.
The retirement benefit cannot be combined with the severance benefit described above.

Non-compete n/a Mr. Pouyanné has not received any non-compete compensation.
compensation

Supplementary None Pursuant to applicable legislation, the Chairman and Chief Executive Officer is eligible
pension plan for the basic French Social Security pension and for pension benefits under the ARRCO
and AGIRC supplementary pension plans.
He also participates in the internal defined contribution pension plan applicable to all
TOTAL S.A. employees, known as RECOSUP (Régime collectif et obligatoire de retraite
supplémentaire à cotisations définies), covered by Article L. 242-1 of the French Social
Security Code. The Company’s commitment is limited to its share of the contribution
paid to the insurance company that manages the plan. For fiscal year 2018, this pension
plan represented a booked expense to TOTAL S.A. in favor of the Chairman and Chief
Executive Officer of €2,384.
The Chairman and Chief Executive Officer also participates in a supplementary defined
benefit pension plan, covered by Article L. 137-11 of the French Social Security Code,
set up and financed by the Company and approved by the Board of Directors on March
13, 2001, for which management is outsourced to two insurance companies effective
January 1, 2012. This plan applies to all TOTAL S.A. employees whose compensation
exceeds eight times the annual ceiling for calculating French Social Security contributions
(PASS), set at €39,732 for 2018 (i.e., €317,856), and above which there is no conventional
pension plan.

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Amount or
Components accounting valuation
of compensation submitted for vote Presentation

To be eligible for this supplementary pension plan, participants must have served for at
least five years, be at least 60 years old and exercised his or her rights to retirement
from the French Social Security. The benefits under this plan are subject to a presence
condition under which the beneficiary must still be employed at the time of retirement.
However, the presence condition does not apply if a beneficiary aged 55 or older leaves
the Company at the Company’s initiative or in case of disability.
The length of service acquired by Mr. Pouyanné as a result of his previous salaried
duties held at the Group since January 1, 1997, has been maintained for the benefit of
this plan.
The compensation taken into account to calculate the supplementary pension is the
average gross annual compensation (fixed and variable portion) over the last three years.
This pension plan provides a pension for its beneficiaries equal to 1.8% of the portion
of the compensation falling between 8 and 40 times the PASS and 1% for the portion of
the compensation falling between 40 and 60 times the PASS, multiplied by the number
of years of service up to a maximum of 20 years.
The sum of the annual supplementary pension plan benefits and other pension plan
benefits (other than those set up individually and on a voluntary basis) may not exceed
45% of the average gross compensation (fixed and variable portion) over the last
three years. In the event that this percentage is exceeded, the supplementary pension is
reduced accordingly. The amount of the supplementary pension determined in this way
is indexed to the ARRCO pension point.
The supplementary pension includes a clause whereby 60% of the amount will be paid 4
to beneficiaries in the event of death after retirement.
To ensure that the acquisition of additional pension rights under this defined-benefit
pension plan is subject to performance conditions to be defined pursuant to the
provisions of Article L. 225-42-1 of the French Commercial Code amended by law
No. 2015-990 of August 6, 2015, at the meeting on December 16, 2015, the Board of
Directors noted the existence of the Chief Executive Officer’s pension rights under
the above-mentioned pension plan, immediately before his appointment as Chairman,
for the period from January 1, 1997, to December 18, 2015.
The conditional rights granted for the period from January 1, 1997, to December 18, 2015
(inclusive), acquired without performance condition, correspond to a replacement rate
equal to 34.14% for the portion of the base compensation falling between 8 and 40 times
the PASS and a replacement rate of 18.96% for the portion of the base compensation
falling between 40 and 60 times the PASS.
The conditional rights granted for the period from December 19, 2015, to December
31, 2016, are subject to the performance condition described below and correspond to
a replacement rate equal to 1.86% for the portion of the base compensation falling between
8 and 40 times the PASS and a replacement rate equal to 1.04% for the portion of the
base compensation falling between 40 and 60 times the PASS.
These undertakings regarding the supplementary pension plan were subject to the
procedure for regulated agreements, as per Article L. 225-38 of the French Commercial
Code, and they were approved by the Company’s Annual Shareholders’ Meeting on
May 24, 2016.
Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, the
acquisition of these conditional rights for the period from December 19, 2015, to
December 31, 2016, was submitted by the Board of Directors meeting on December 16,
2015, to a condition related to the beneficiary’s performance, to be considered as
fulfilled if the variable portion of the Chairman and Chief Executive Officer’s compensation
paid in 2017 for fiscal year 2016 reached 100% of the base salary due for fiscal year
2016. In the event the variable portion had not reached 100% of his base salary, the
rights would have been on a pro rata basis.
On February 8, 2017, the meeting of the Board of Directors noted that the specified
performance condition was fully met and therefore confirmed the acquisition by
Mr. Pouyanné of additional pension rights for the period from December 19, 2015,
to December 31, 2016.
In addition, the Board noted that Mr. Pouyanné can no longer acquire additional pension
rights under this plan given the rules for determining pension rights set out in the plan
and the 20 years of service of Mr. Pouyanné as of December 31, 2016.
The conditional rights granted to Mr. Patrick Pouyanné for the period from January 1,
1997, to December 31, 2016 (inclusive), are now equal to a reference rate of 36% for the
portion of the base compensation falling between 8 and 40 times the PASS and 20%
for the portion of the base compensation falling between 40 and 60 times the PASS.

Registration Document 2018 TOTAL 155


4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

Amount or
Components accounting valuation
of compensation submitted for vote Presentation

Based on Mr. Pouyanné’s seniority at the Company, capped at 20 years on December


31, 2016, the commitments made by TOTAL S.A. to the Chairman and Chief Executive
Officer in terms of supplementary defined benefits and similar pension plans represented,
at December 31, 2018, a gross annual retirement pension estimated at €616,641.
It corresponds to 19.73% of Mr. Pouyanné’s gross annual compensation consisting of
the annual fixed portion for 2018 (i.e., €1,400,000) and the variable portion to be paid in
2019 for fiscal year 2018 (1) (i.e., €1,725,900).
Nearly the full amount of TOTAL S.A.’s commitments under these supplementary and
similar retirement plans (including the retirement benefit) is outsourced for all beneficiaries
to insurance companies and the non-outsourced balance is evaluated annually and
adjusted through a provision in the accounts. The amount of these commitments as of
December 31, 2018, is €18.0 million for the Chairman and Chief Executive Officer
(€18.0 million for the Chairman and Chief Executive Officer and the executive and
non-executive directors covered by these plans). These amounts represent the gross
value of TOTAL S.A.’s commitments to these beneficiaries based on the estimated
gross annual pensions as of December 31, 2018 as well as the statistical life expectancy
of the beneficiaries.
The total amount of all the pension plans in which Mr. Pouyanné participates represents,
at December 31, 2018, a gross annual pension estimated at €719,002, corresponding
to 23.00% of Mr. Pouyanné’s gross annual compensation defined above (annual fixed
portion for 2018 and variable portion to be paid in 2019 for fiscal year 2018).
In line with the principles for determining the compensation of executive directors as set
out in the AFEP-MEDEF Code which the Company uses as a reference, the Board of
Directors took into account the benefit accruing from participation in the pension plans
when determining the Chairman and Chief Executive Officer’s compensation.

Approval by the - The commitments made to the Chairman and Chief Executive Officer regarding the pension
Shareholders’ and insurance plans, the retirement benefit and the severance benefit (in the event of
Meeting forced departure related to a change of control or strategy) were authorized by the
Board of Directors on March 14, 2018, and approved by the Shareholders’ Meeting on
June 1, 2018.

Draft resolution prepared by the Board of Directors in accordance with Article L. 225-100 of the French Commercial Code
submitted to the Ordinary Shareholders’ Meeting of May 29, 2019

Approval of the fixed and variable components of the total compensation and the in-kind benefits paid or granted to
the Chairman and Chief Executive Officer for the fiscal year ended December 31, 2018

Voting under the conditions of quorum and majority required for the Chairman and Chief Executive Officer for the fiscal year
Ordinary Shareholders’ Meetings and in accordance with the ended December 31, 2018, as presented in the report on
provisions of Article L. 225-100 of the French Commercial Code, corporate governance, covered by Article L. 225-37 of the
the shareholders approve the fixed and variable components French Commercial Code and in the 2018 Registration Document
of the total compensation and in-kind benefits paid or granted to (chapter 4, point 4.3.2.1).

(1) Subject to approval by the Ordinary Shareholders’ Meeting on May 29, 2019.

156 TOTAL Registration Document 2018


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Compensation for the administration and management bodies 4


Compensation due to the Chairman and Chief Executive Officer for the last three fiscal years

€3,000,000

€2,500,000

Based salary (paid in Y)


€2,000,000

€1,500,000 Variable portion (paid in Y+1)

€1,000,000
Performance shares
(accounting valuation)
€500,000
In-kind benefits
(accounting valuation)
€0

Fiscal year 2016 Fiscal year 2017 Fiscal year 2018

4.3.2.2 Principles and criteria for the determination, breakdown and allocation of the fixed, variable
and extraordinary components of the total compensation (including in-kind benefits) attributable
to the Chairman and Chief Executive Officer (Article L. 225-37-2 of the French Commercial Code)

This report, issued by the Board of Directors further to a proposal by The compensation policy for the Chairman and Chief Executive Officer
the Compensation Committee, in accordance with the provisions of was approved by the Board of Directors, on the proposal of the
Article L. 225-37-2 of the French Commercial Code, describes the Compensation Committee, at its meeting on March 13, 2019, on
principles and criteria for the determination, breakdown and allocation this basis. It remained based on the general principles for determining
of the fixed, variable and extraordinary components of the total the compensation of the executive directors described below.
compensation (including in-kind benefits) attributable to the Chairman
The payment to the Chairman and Chief Executive Officer of the
and Chief Executive Officer as a result of his duties.
variable compensation and of extraordinary components of the 4
At its meeting on March 14, 2018, and on the proposal of the compensation due for fiscal year 2019 is subject to approval by the
Compensation Committee, the Board of Directors decided that the Ordinary Shareholders’ Meeting of May 29, 2020 of the compensation
amount of the fixed component of the compensation of the Chairman components of the Chairman and Chief Executive Officer in conditions
and Chief Executive Officer, the maximum percentage of the variable provided for by Articles L. 225-37-2, L. 225-100 and R. 225-29-1 of
part of his compensation, as well as the annual number of performance French Commercial Code (Decree n° 2017-340 of March 16, 2017
shares attributed to the Chairman and Chief Executive Officer will not entered into force on March 18, 2017).
be changed throughout his term of office as Chairman and Chief
The Ordinary General Shareholders’ Meeting of May 29, 2020 will be
Executive Officer, in other words, until the General Shareholders’
called on to approve the fixed, variable and extraordinary components
Meeting held in 2021 to approve the accounts of fiscal year ending
of the total compensation and the benefits of any kind paid or
December 31, 2020.
attributed to the Chairman and Chief Executive Officer for fiscal year
2019 in application of Article L. 225-100 of French Commercial Code.

General principles for determining the compensation of the executive directors

The general principles for determining the compensation and other — There is no specific pension plan for the executive directors.
benefits granted to the executive directors of TOTAL S.A. are as follows. They are eligible for retirement benefits and pension plans
available to certain employee categories in the Group under
— Compensation as well as benefits for the executive directors are
conditions determined by the Board.
set by the Board of Directors on the proposal of the Compensation
Committee. Such compensation must be reasonable and fair. — In line with the principles for determining the compensation of
Compensation for the executive directors is based on the market, executive directors as set out in the AFEP-MEDEF Code which
the work performed, the results obtained and the responsibilities the Company uses as a reference, the Board of Directors takes
assumed. into account the benefit accruing from participation in the pension
plans when determining the compensation policy of the executive
— Compensation for the executive directors includes a fixed portion
directors.
and a variable portion. Only highly specific circumstances may
warrant the award of extraordinary compensation (for example, — Stock options and performance shares are designed to align the
due to their importance for the corporation, the involvement they interests of the executive directors with those of the shareholders
demand and the difficulties they present). Justified reasons for over the long term.
the payment of this extraordinary compensation must be given,
The grant of options and performance shares to the executive
and the realisation of the event that gave rise to the payment
directors is reviewed in light of all the components of
must be explained.
compensation of the person in question. No discount is applied
— The fixed portion is reviewed with a periodicity that cannot be when stock options are granted.
below two years.
The exercise of options and the definitive grant of performance
— The amount of the variable portion is reviewed each year and shares to which the executive directors are entitled are subject
may not exceed a stated percentage of the fixed portion. Variable to conditions of presence in the Company and performance that
compensation is determined based on pre-defined quantifiable must be met over several years. The departure of executive
and qualitative criteria that are periodically reviewed by the Board directors from the Group results in the inapplicability of share
of Directors. Quantifiable criteria are limited in number, objective, options and the rights to the definitive attribution of performance
measurable and adapted to the Company’s strategy. shares. Under exceptional circumstances, the Board of Directors
can decide to maintain the share options and the rights to the
— The variable portion rewards short-term performance and the
definitive attribution of performance shares after the executive
progress made toward paving the way for medium-term
beneficiary’s departure, if the decision of the Board of Directors
development. It is determined in a manner consistent with the
is specially justified and taken in the Company’s interest.
annual performance review of the executive directors and the
Company’s medium-term strategy.
— The Board of Directors monitors the change in the fixed and
variable portions of the executive directors’ compensation over
several years in light of the Company’s performance.

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Compensation for the administration and management bodies

The Board of Directors determines the rules related to holding a — The executive directors do not take part in any discussions or
portion of the shares resulting from the exercise of options as deliberations of the corporate bodies regarding items on the
well as the performance shares definitively granted, which apply agenda of Board of Directors’ meetings related to the assessment
to the executive directors until the end of their term of office. of their performance or the determination of the components
of their compensation.
The executive directors cannot be granted stock options or
performance shares when they leave office. — When a new executive director is nominated, the Board of
Directors decides on his or her compensation as well as benefits,
— After three years in office, the executive directors are required to
further to a proposal by the Compensation Committee, and in
hold at least the number of Company shares set by the Board.
accordance with the above general principles for determining
— The components of compensation of the executive directors are the compensation of the executive directors. Exceptional
made public after the Board of Directors’ meeting at which they compensation or specific benefits when taking office are forbidden,
are approved. unless the Board of Directors decides otherwise for particular
reasons, in the Company’s interest and within the limits of the
exceptional circumstances.

Compensation policy for the Chairman and Chief Executive Officer for fiscal year 2019

Base salary of the Chairman and Chief Executive Officer The Board of Directors has noted with satisfaction the remarkable
(fixed compensation) success of the Group in achieving the objectives previously set.
The Group’s strategy has evolved since 2015. In accordance with
The Board of Directors decided to maintain Mr. Patrick Pouyanné’s
the principles relating to compensation policy of the executive director,
annual base salary (fixed compensation) for his duties as Chairman
the Board considers it appropriate to align the criteria of determination
and Chief Executive Officer for fiscal year 2019 at €1,400,000 (the
of the variable portion of the Chairman and Chief Executive Officer
same as the fixed portion due for fiscal year 2018).
with the key criteria of this strategy, which is promoted to shareholders.
The level of the Chairman and Chief Executive Officer’s fixed
Thus, although the ROE and the net-debt-to-capital ratio are among
compensation was set based on the responsibilities assumed and
the key objectives announced to shareholders, the strategy presented
the compensation levels applied for executive directors of comparable
since 2015 rightly focuses on the pre-dividend organic cash
companies (particularly CAC 40 companies).
breakeven with a target set since 2017 at a level below $30/b.
Annual variable portion of the Chairman and Chief Executive
The Board retains the pre-dividend organic cash breakeven, which is
Officer’s compensation
essential in the management of the Company and which summarizes
The Board of Directors also decided to maintain the maximum simultaneously all the discipline of the Group in connection with its
amount of the variable portion that could be paid to the Chairman cost reduction program, the choice of its investments and the policy
and Chief Executive Officer for fiscal year 2019 at 180% of his base of management of the Group’s portfolio.
salary (the same percentage as in fiscal year 2018). This ceiling was
The Board also considers it desirable to maintain a comparative
set based on the level applied by a benchmark sample of companies
criterion (to ensure a certain continuity in the structure of the
operating in the energy sectors.
compensation policy) and therefore to take into account the
As in 2018, the formula for calculating the variable portion of the comparative ROACE of the majors since the Group has announced
Chairman and Chief Executive Officer’s compensation for fiscal year that it aims to be the most profitable among the majors.
2019 uses economic parameters that refer to quantifiable targets
Finally, taking into account the climate change-related challenges,
reflecting the Group’s performance as well as the Chairman and Chief
the Board decides to introduce a quantitative criterion on the
Executive Officer’s personal contribution allowing a qualitative
reduction of greenhouse gas emissions of the Group’s operated oil &
assessment of his management.
gas facilities, given the stated objective of reducing them from 46 Mt
The criteria applicable to the determination of the variable portion of CO2e in 2015 to less than 40 Mt CO2e in 2025.
the Chairman and Chief Executive Officer were set by the Board of
Directors at its meeting of December 15, 2015, when Mr. Patrick
Pouyanné, Chief Executive Officer since October 22, 2014, was
appointed Chairman of the Board of Directors. In September 2016, a
new organization within the Group was set up with the objectives of
strengthening the Group’s resilience, reducing its sensitivity to the
volatility of the price of oil on the integrated oil chain, and ensuring its
development in the integrated gas chain, in renewable energies as
well as in low-carbon electricity.

158 TOTAL Registration Document 2018


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Compensation for the administration and management bodies 4


Annual variable compensation due for fiscal year 2019 (expressed as a percentage of the base salary)
Maximum percentage

Economic parameters (quantifiable targets): 140%


– HSE 30%
a) Safety 20%
– TRIR 8%
– FIR, comparative 4%
– Evolution of the number of Tier 1 + Tier 2 incidents 8%
b) Evolution of greenhouse gas (GHG) emissions 10%
– Return on equity (ROE) 30%
– Net-debt-to-capital ratio 30%
– Pre-dividend organic cash breakeven 30%
– Return on average capital employed (ROACE), comparative 20%
Personal contribution (qualitative criteria): 40%
– steering of the strategy and successful strategic negotiations with
producing countries – achievement of production and reserve targets 15%
– performance and outlook with respect to Downstream activities
(Refining & Chemicals/Marketing & Services) – the Group’s gas-electricity-renewables
growth strategy 10%
– Corporate Social Responsibility (CSR) performance 15% 4
TOTAL 180%

The parameters used include: assessed as follows. The maximum weighting of the ROE
criterion will be 30% of the base salary:
— change in safety, for up to 20% of the base salary, assessed
– the maximum weighting of the criterion is reached, i.e. 30% of
through the achievement of an annual TRIR (Total Recordable
the base salary, if the ROE is higher than or equal to 13%;
Injury Rate) target and the number of accidental deaths per
– the weighting of the criterion is zero if the ROE is lower than
million hours worked, FIR (Fatality Incident Rate) compared to
or equal to 6%;
those of four large competitor oil companies (ExxonMobil, Royal
– the weighting of the criterion is 50% of the maximum, i.e. 15%
Dutch Shell, BP and Chevron), as well as through changes in the
of the base salary, if the ROE is 8%;
Tier 1 + Tier 2 indicator (1):
– the interpolations are linear between these three points of
– the maximum weighting of the TRIR criterion is 8% of the
reference.
base salary. The maximum weighting will be reached if the
TRIR is below 0.85; the weighting of the criterion will be zero if — the net-debt-to-capital ratio as published by the Group on the
the TRIR is above or equal to 1.4. The interpolations are linear basis of its balance sheet and consolidated statement of income,
between these points of reference; assessed as follows. The maximum weighting of the net-debt-
– the maximum weighting of the FIR criterion is 4% of the base to-capital ratio criterion is 30% of the base salary:
salary. The maximum weighting will be reached if the FIR is – the maximum weighting of the criterion, i.e. 30% of the base
the best of the panel of the majors. It will be zero if the FIR is salary, is reached for a net-debt-to-capital ratio equal to or
the worst of the panel. The interpolations are linear between below 20%;
these two points and depend on the ranking; – the weighting of the criterion is zero if the net-debt-to-capital
– the maximum weighting of the changes in the number of ratio is equal or above 30%;
Tier 1 + Tier 2 incidents is 8% of the base salary. The maximum – the interpolations are linear between these two points of
weighting will be reached if the number of Tier 1 + Tier 2 reference.
incidents equals 100 or below. The weighting of the parameter
— the pre-dividend organic cash breakeven, assessed as follows.
will be zero if the number of Tier 1 + Tier 2 incidents is equal
The maximum weighting of this criterion is 30% of the base
to or higher than 180. The interpolations are linear between
salary. The pre-dividend organic cash breakeven is defined as
these two points of reference.
the Brent price for which the operating cash flow before working
— change in GHG emission reduction on operated oil & gas capital changes (2) (MBA) covers the organic investments (3).
facilities, assessed through the achievement of a GHG (Scope The ability of the Group to resist to the variations of the Brent
1 and Scope 2) reduction emission target from 46 Mt CO2e in barrel price is measured by this parameter.
2015 to 40 Mt CO2e in 2025, corresponding to a reduction of
– the maximum weighting of the criterion is reached, i.e. 30% of
600 kt CO2e/y, i.e. a target of 43.6 Mt CO2e for 2019. The
the base salary, if the breakeven is below or equal to 30 $/b;
maximum weighting of the GHG criterion is 10% of the base
– the weighting of the criterion is zero if the breakeven is above
salary:
or equal to 40 $/b;
– the maximum weighting of the criterion is reached, i.e. 10% of
– the interpolations are linear between these two points of
the base salary, if the GHG Scopes 1 and 2 emission on the
reference.
operated oil & gas facilities are below 43.6 Mt CO2e in 2019;
– the weighting of the criterion is zero if the emissions remain — the return on average capital employed (ROACE), by
stable or increase compared to 2015 (46 Mt CO2e); comparison, assessed as follows. The maximum weighting of
– the interpolations are linear between these points of reference. the ROACE criterion will be 20% of the base salary. TOTAL’s
ROACE, as published from the consolidated balance sheet and
— the return on equity (ROE) as published by the Group on the
the income statement, will be compared to the ROACE average
basis of its balance sheet and consolidated statement of income

(1) Tier 1 and Tier 2: indicator of the number of loss of primary containment events, with more or less significant consequences, as defined by the API 754 (for downstream) and IOGP 456
(for upstream) standards. Excluding acts of sabotage and theft.
(2) The operating cash flow before working capital changes is defined as cash flow from operating activities before changes in capital at replacement cost.
(3) Organic investments: net investments excluding acquisitions, asset sales and other operations with non-controlling interests.

Registration Document 2018 TOTAL 159


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4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

of each of the four peers (ExxonMobil, Royal Dutch Shell, BP 7% higher volume of performance shares compared with the 2017
and Chevron). The ROACE is equal to the net adjusted operating plan. More than 10,640 employees were concerned by this plan,
income (1) divided by the average of the capital employed (at over 97% of whom are non-senior executives. The Board of Directors
replacement costs, net of deferred income tax and non-current adopts this proactive policy in an effort to strengthen the sense of
liabilities) of the start and end of the fiscal year. belonging to the Group of the beneficiaries of performance shares,
– the maximum weighting of the criterion is reached, i.e. 20% of to involve them more closely in its performance and encourage their
the base salary, if TOTAL’s ROACE is above 2% or more investment in the Company’s share capital.
compared to the average of the 4 peers’ ROACE;
The compensation policy proposed for fiscal year 2019 thus includes
– the weighting of the criterion is zero if the TOTAL’s ROACE is
the granting of performance shares.
under 2% or more compared to the average of the peers’
ROACE; In this context, on the proposal of the Compensation Committee, the
– the interpolations are linear between these two points of Board of Directors decided at its meeting on March 13, 2019, to grant
reference. 72,000 performance shares to the Chairman and Chief Executive
Officer (the same number of shares as in 2018), as part of a 2019
The Chairman and Chief Executive Officer’s personal contribution,
plan that is not specific to him. The definitive granting of performance
which may represent up to 40% of the base salary, is evaluated
shares is subject to a presence condition and performance conditions
based on the following criteria:
assessed at the end of the three-year vesting period.
— steering of the strategy and successful strategic negotiations
The definitive number of granted shares will be based on the TSR
with producing countries, and achievement of production and
(Total Shareholder Return), the annual variation of the net cash flow
reserve targets, for up to 15%;
by share in dollars, as well as the pre-dividend organic cash
— performance and outlook with respect to Downstream activities
breakeven, for fiscal years 2019, 2020 and 2021, applied as follows:
(Refining & Chemicals/Marketing & Services) and the Group’s
gas-electricity-renewables growth strategy, for up to 10%; — For 1/3 of the shares, the Company will be ranked against its
— CSR performance, notably taking into account climate issues in peers (ExxonMobil, Royal Dutch Shell, BP and Chevron) each
the Group’s Strategy, the Group’s reputation in the domain of year during the three vesting years (2019, 2020 and 2021) based
Corporate Social Responsibility, as well as the policy concerning on the TSR criterion of the last quarter of the year in question, the
all aspects of diversity, for up to 15%. dividend being considered reinvested based on the closing price
on the ex-dividend date.
In the event of a significant change in the Group affecting the
calculation of the economic perimeters for the Group (change in — For 1/3 of the shares, the Company will be ranked each year
accounting standard, significant patrimonial transaction approved by against its peers (ExxonMobil, Royal Dutch Shell, BP and
the Board of Directors…), the Board may calculate the parameters Chevron) during the three vesting years (2019, 2020 and 2021)
mutatis mutandis, i.e., excluding exogenous extraordinary elements. using the annual variation in net cash flow per share criterion
expressed in dollar.
Furthermore, the Board of Directors reserves the right to exercise its
discretionary powers regarding the determination of the Based on the ranking, a grant rate will be determined for each year
compensation of the Chairman and Chief Executive Officer, pursuant for these two first criteria: 1st: 180% of the grant; 2nd: 130% of the
to Articles L. 225-47, paragraph 1 and L. 225-53, paragraph 3 of the grant; 3rd: 80% of the grant; 4th and 5th: 0%.
French Commercial Code, and according to Articles L. 225-37-2
— For 1/3 of the shares, the pre-dividend organic cash breakeven
and L. 225-100 of the French Commercial Code, in the event of
criterion will be assessed during the three vesting years (2019,
particular circumstances that could justify that the Board of Directors
2020 and 2021) as follows. The pre-dividend organic cash
adjusts, exceptionally and both on the upside and the downside,
breakeven is defined as the Brent price for which the operating
one or more of the criteria that make up his compensation to ensure
cash flow before working capital changes covers the organic
that the results of the application of the criteria described above
investments. The ability of the Group to resist to the variations of
reflect both the performance of the Chairman and Chief Executive
the Brent barrel price is measured by this parameter.
Officer and the performance of the Group either in absolute terms or
relative to the four peers of the Group, for the economic criteria – the maximum grant rate will be reached if the breakeven is
measured in comparison with these four peers. less than or equal to $30/b,
– the grant rate will be zero if the breakeven is greater than or
This adjustment will be made to the variable compensation of the
equal to $40/b,
Chairman and Chief Executive Officer by the Board of Directors on
– the interpolations will be linear between these two points of
the proposal of the Compensation Committee, within the limit of the
reference.
variable compensation cap of 180% of the fixed compensation, after
the Board of Directors duly motivated its decision. A grant rate will be determined for each year.
Components of long-term compensation For each of the three criteria, the average of the three grant rates
obtained (for each of the three fiscal years for which the performance
The granting of performance shares to the Chairman and Chief Executive
conditions are assessed) will be rounded to the nearest 0.1 whole
Officer is structured over a five-year period: a three-year vesting
percent (0.05% being rounded to 0.1%) and capped at 100%.
period, followed by a two-year holding period. The definitive grant of
shares is subject to a presence condition and performance conditions Each criterion will have a weight of 1/3 in the definitive grant rate.
assessed at the end of the three-year vesting period. The definitive grant rate will be rounded to the nearest 0.1 whole percent
(0.05% being rounded to 0.1%). The number of shares definitively granted,
Performance shares are granted to the Chairman and Chief Executive
after confirmation of the performance conditions, will be rounded up
Officer each year as part of plans that are not specific to him and
to the nearest whole number of shares in case of a fractional share.
concern more than 10,000 employees, a large majority of which are
non-executive employees. Following the three-year acquisition period, shares that have been
definitively granted could not be disposed of before the end of a
It should be noted that at its meeting on March 14, 2018, the Board
two-year holding period.
of Directors decided to grant 72,000 performance shares to the
Chairman and Chief Executive Officer under the 2018 plan. The 2018
plan approved by the Board of Directors in March 2018 granted a

(1) Adjustments items include special items, the inventory effect and the impact for change for fair value.
(2) The operating cash flow before working capital changes is defined as cash flow from operating activities before changes in capital at replacement cost.
(3) Organic investments: net investments excluding acquisitions, asset sales and other operations with non-controlling interests.

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Compensation for the administration and management bodies 4


Commitments made by the Company to the Chairman and The sum of the annual supplementary pension plan benefits and
Chief Executive Officer other pension plan benefits (other than those set up individually and
on a voluntary basis) may not exceed 45% of the average gross
The Board of Directors decided on March 14, 2018, on the
compensation (fixed and variable portion) over the last three years. In
Compensation Committee’s proposal, to maintain unchanged the
the event that this percentage is exceeded, the supplementary
commitments made to the Chairman and Chief Executive Officer
pension is reduced accordingly. The amount of the supplementary
regarding the pension plans, the retirement benefit and the severance
pension determined in this way is indexed to the ARRCO pension
benefit to be paid in the event of forced departure related to a change
point.
of control or strategy, as well as the life insurance and health care
benefits presented below. They were approved by the Board of The supplementary pension includes a clause whereby 60% of the
Directors on March 14, 2018, and by the Annual Shareholders’ amount will be paid to beneficiaries in the event of death after
Meeting on June 1, 2018, in accordance with the provisions of Article retirement.
L. 225-42-1 of the French Commercial Code.
To ensure that the acquisition of additional pension rights under this
It should be noted that Mr. Pouyanné already benefited from all these defined-benefit pension plan is subject to performance conditions to
provisions when he was an employee of the Company, except for be defined pursuant to the provisions of Article L. 225-42-1 of the
the commitment to pay severance benefits in the event of forced French Commercial Code amended by law No. 2015-990 of August
departure related to a change of control or strategy. It should also be 6, 2015, the Board of Directors noted the existence of the Chief
noted that Mr. Pouyanné, who joined the Group on January 1, 1997, Executive Officer’s pension rights under the above-mentioned pension
ended the employment contract that he previously had with TOTAL plan, immediately before his appointment as Chairman, for the period
S.A. through his resignation at the time of his appointment as Chief from January 1, 1997, to December 18, 2015.
Executive Officer on October 22, 2014.
The conditional rights granted for the period from January 1, 1997,
— Pension plans to December 18, 2015 (inclusive), acquired without performance
conditions, correspond to a replacement rate equal to 34.14% for
Pursuant to applicable legislation, the Chairman and Chief Executive
the portion of the base compensation falling between 8 and 40 times
Officer is eligible for the basic French Social Security pension and for
the PASS and a replacement rate of 18.96% for the portion of the
pension benefits under the ARRCO and AGIRC supplementary
base compensation falling between 40 and 60 times the PASS.
pension plans.
He also participates in the internal defined contribution pension plan
The conditional rights granted for the period from December 19, 2015, 4
to December 31, 2016, are subject to the performance condition
applicable to all TOTAL S.A. employees, known as RECOSUP (Régime
described below and correspond to a replacement rate equal to
collectif et obligatoire de retraite supplémentaire à cotisations définies),
1.86% for the portion of the base compensation falling between 8
covered by Article L. 242-1 of the French Social Security Code. The
and 40 times the PASS and a replacement rate equal
Company’s commitment is limited to its share of the contribution
to 1.04% for the portion of the base compensation falling between
paid to the insurance company that manages the plan. For fiscal year
40 and 60 times the PASS.
2018, this pension plan represented a booked expense to TOTAL
S.A. in favor of the Chairman and Chief Executive Officer of €2,384. These undertakings regarding the supplementary pension plan were
subject to the procedure for regulated agreements, as per Article
The Chairman and Chief Executive Officer also participates in a
L. 225-38 of the French Commercial Code, and they were approved
supplementary defined benefit pension plan, covered by Article
by the Company’s Annual Shareholders’ Meeting on May 24, 2016.
L. 137-11 of the French Social Security Code, set up and financed
by the Company and approved by the Board of Directors on March Pursuant to the provisions of Article L. 225-42-1 of the French
13, 2001, for which management is outsourced to two insurance Commercial Code, the acquisition of these supplementary pension
companies effective January 1, 2012. This plan applies to all TOTAL S.A. rights under the terms of the pension plan for the period from
employees whose compensation exceeds eight times the annual December 19, 2015, to December 31, 2016, was submitted by
ceiling for calculating French Social Security contributions (PASS), the Board of Directors meeting on December 16, 2015, to a condition
set at €39,732 for 2018 (i.e., €317,856), and above which there is related to the beneficiary’s performance, to be considered as fulfilled
no conventional pension plan. if the variable portion of the Chairman and Chief Executive Officer’s
compensation paid in 2017 for fiscal year 2016 reached 100% of the
To be eligible for this supplementary pension plan, participants must
base salary due for fiscal year 2016. In the event the variable portion
have served for at least five years, be at least 60 years old and
had not reached 100% of his base salary, the rights would have
exercised his or her rights to retirement from the French Social
been awarded on a pro rata basis.
Security. The benefits under this plan are subject to a presence
condition under which the beneficiary must still be employed at the On February 8, 2017, the Board of Directors noted that the specified
time of retirement. However, the presence condition does not apply if performance condition was fully met and therefore confirmed the
a beneficiary aged 55 or older leaves the Company at the Company’s acquisition by Mr. Pouyanné of additional pension rights for the period
initiative or in case of disability. from December 19, 2015, to December 31, 2016.
The length of service acquired by Mr. Pouyanné as a result of his In addition, the Board noted that Mr. Pouyanné is no longer able to
previous salaried duties held at the Group since January 1, 1997, acquire additional pension rights under this plan given the rules for
has been maintained for the benefit of this plan. determining pension rights set out in the plan and Mr. Pouyanné’s
20 years of service as of December 31, 2016.
The compensation taken into account to calculate the supplementary
pension is the average gross annual compensation (fixed and variable The conditional rights granted to Mr. Patrick Pouyanné for the period
portion) over the last three years. The amount paid under this plan is from January 1, 1997, to December 31, 2016 (inclusive), are now equal
equal to 1.8% of the compensation falling between 8 and 40 times to a reference rate of 36% for the portion of the base compensation
the PASS and 1% for the portion of the compensation falling between falling between 8 and 40 times the PASS and 20% for the portion of
40 and 60 times this ceiling, multiplied by the number of years of service the base compensation falling between 40 and 60 times the PASS.
up to a maximum of 20 years, subject to the performance condition
Based on Mr. Pouyanné’s seniority at the Company, capped at
set out below applicable to the Chairman and Chief Executive Officer.
20 years on December 31, 2016, the commitments made by
TOTAL S.A. to the Chairman and Chief Executive Officer in terms of
supplementary defined benefits and similar pension plans represented,
at December 31, 2018, a gross annual retirement pension estimated

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Compensation for the administration and management bodies

at €616,641. It corresponds to 19.73% of Mr. Pouyanné’s gross The severance benefit will only be paid in the event of a forced
annual compensation consisting of the annual fixed portion for 2018 departure related to a change of control or strategy. It will not be due
(i.e., €1,400,000) and the variable portion paid in 2019 (1) for fiscal in case of gross negligence or willful misconduct or if the Chairman
year 2018 (i.e., €1,725,900). and Chief Executive Officer leaves the Company of his own volition,
accepts new responsibilities within the Group or may claim full retirement
Nearly the full amount of TOTAL S.A.’s commitments under these
benefits within a short time period.
supplementary and similar retirement plans (including the retirement
benefit) is outsourced for all beneficiaries to insurance companies Pursuant to the provisions of Article L. 225-42-1 of the French
and the non-outsourced balance is evaluated annually and adjusted Commercial Code, receipt of this severance benefit is contingent upon
through a provision in the accounts. The amount of these commitments a performance-related condition applicable to the beneficiary, which
as of December 31, 2018, is €18.0 million for the Chairman and is deemed to be fulfilled if at least two of the following criteria are met:
Chief Executive Officer (€18.0 million for the Chairman and Chief
— the average ROE (return on equity) for the three years preceding
Executive Officer and the executive and non-executive directors
the year in which the Chairman and Chief Executive Officer leaves
covered by these plans). These amounts represent the gross value
is at least 10%;
of TOTAL S.A.’s commitments to these beneficiaries based on the
estimated gross annual pensions as of December 31, 2018 as well — the average net-debt-to-equity ratio for the three years preceding
as the statistical life expectancy of the beneficiaries. the year in which the Chairman and Chief Executive Officer leaves
is less than or equal to 30%; and
The total amount of all the pension plans in which Mr. Pouyanné
participates represents, at December 31, 2018, a gross annual — growth in TOTAL’s oil and gas production is greater than or equal
pension estimated at €719,002, corresponding to 23.00% of to the average growth rate of four oil companies (ExxonMobil,
Mr. Pouyanné’s gross annual compensation defined above (annual Royal Dutch Shell, BP and Chevron) during the three years
fixed portion for 2018 and variable portion paid in 2019 for fiscal preceding the year in which the Chairman and Chief Executive
year 2018). Officer leaves.
— Retirement benefit — Life insurance and health care plans
The Chairman and Chief Executive Officer is entitled to a retirement The Chairman and Chief Executive Officer is covered by the following
benefit equal to those available to eligible members of the Group life insurance plans provided by various life insurance companies:
under the French National Collective Bargaining Agreement for
— an “incapacity, disability, life insurance” plan applicable to all
the Petroleum Industry. This benefit is equal to 25% of the fixed
employees, partly paid for by the Company, that provides for
and variable annual compensation received during the 12 months
two options in case of death of a married employee: either
preceding retirement.
the payment of a lump sum equal to five times the annual
Pursuant to the provisions of Article L. 225-42-1 of the French compensation up to 16 times the PASS, corresponding to a
Commercial Code, receipt of this retirement benefit is contingent maximum of €3,241,920 in 2019, plus an additional amount if
upon a performance-related condition applicable to the beneficiary, there is a dependent child or children, or the payment of a lump
which is deemed to be fulfilled if at least two of the following criteria sum equal to three times the annual compensation up to 16 times
are met: the PASS, plus a survivor’s pension and education allowance;
— the average ROE (return on equity) for the three years preceding — a second “disability and life insurance” plan, fully paid by the
the year in which the Chairman and Chief Executive Officer retires Company, applicable to executive officers and senior executives
is at least 10%; whose annual gross compensation is more than 16 times the
PASS. This contract, signed on October 17, 2002, amended on
— the average net-debt-to-equity ratio for the three years preceding
January 28 and December 16, 2015, guarantees the beneficiary
the year in which the Chairman and Chief Executive Officer retires
the payment of a lump sum, in case of death, equal to two years
is less than or equal to 30%; and
of compensation (defined as the gross annual fixed reference
— growth in TOTAL’s oil and gas production is greater than or equal compensation (base France), which corresponds to 12 times the
to the average growth rate of four oil companies (ExxonMobil, monthly gross fixed compensation paid during the month prior
Royal Dutch Shell, BP and Chevron) during the three years to death or sick leave, to which is added the highest amount in
preceding the year in which the Chairman and Chief Executive absolute value of the variable portion received during one of the
Officer retires. five previous years of activity), which is increased to three years
in case of accidental death and, in case of accidental permanent
The retirement benefit cannot be combined with the severance benefit
disability, a lump sum proportional to the degree of disability.
described below.
Death benefits are increased by 15% for each dependent child.
— Severance benefit
Payments due under this contract are made after the deduction of
The Chairman and Chief Executive Officer is entitled to a benefit any amount paid under the above-mentioned plan applicable to all
equal to two years of his gross compensation in the event of a forced employees.
departure related to a change of control or strategy. The calculation
The Chairman and Chief Executive Officer also has the use of a
is based on the gross compensation (fixed and variable) of the
company car and is covered by the health care plan available to all
12 months preceding the date of termination or non-renewal of his
employees.
term of office.

(1) Subject to approval by the Ordinary Shareholders’ Meeting on May 29, 2019.

162 TOTAL Registration Document 2018


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Compensation for the administration and management bodies 4


Draft resolution prepared by the Board of Directors in accordance with Article L. 225-37-2 of the French Commercial Code
submitted to the Ordinary Shareholders’ Meeting of May 29, 2019

Approval of the principles and criteria for the determination, breakdown and allocation of the fixed, variable and extraordinary
components of the total compensation (including in-kind benefits) attributable to the Chairman and Chief Executive Officer

Voting under the conditions of quorum and majority required of the total compensation (including in-kind benefits) attributable
for Ordinary Shareholders’ Meetings and in accordance with Article to the Chairman and Chief Executive Officer, as presented in the
L. 225-37-2 of the French Commercial Code, the shareholders report on corporate governance, covered by Article L. 225-37 of
approve the principles and criteria for the determination, breakdown the French Commercial Code and in the 2018 Registration
and allocation of the fixed, variable and extraordinary components Document (chapter 4, point 4.3.2.2).

4.3.3 Executive officers’ compensation

The Group’s executive officers include the members of the Executive — Namita Shah, President, People & Social Responsibility, member
Committee, the four Senior Vice Presidents of the central Group of the Executive Committee;
functions who are members of the Group Performance Management — Xavier Bontemps, Senior Vice President Health, Safety Environment;
Committee (HSE, Strategy & Climate, Communications, Legal), the — Ladislas Paszkiewicz, Senior Vice President Strategy & Climate;
Deputy Chief Financial Officer and the Treasurer. — Jacques-Emmanuel Saulnier, Senior Vice President Communication;
— Aurélien Hamelle, Senior Vice President Legal;
As of December 31, 2018, the list of the Group’s executive officers was
— Jean-Pierre Sbraire, Deputy Chief Financial Officer; and
as follows (13 people, the same number as at December 31, 2017):
— Antoine Larenaudie, Treasurer.
— Patrick Pouyanné, Chairman and Chief Executive Officer and
In 2018, the aggregate amount paid directly or indirectly by the
President of the Executive Committee;
— Arnaud Breuillac, President, Exploration & Production, member
Group’s French and foreign companies as compensation to 4
the Group’s executive officers in office as of December 31, 2018
of the Executive Committee;
(13 people, the same number as at December 31, 2017) was
— Patrick de La Chevardière, Chief Financial Officer, member of
€14.86 million (compared to €13.66 million in 2017), including
the Executive Committee;
€11.70 million paid to the members of the Executive Committee
— Momar Nguer, President, Marketing & Services, member of
(seven people). The variable component (based on economic, HSE
the Executive Committee;
performance and personal contribution criteria) represented 51.20%
— Bernard Pinatel, President, Refining & Chemicals, member of
of this global amount of €14.86 million.
the Executive Committee;
— Philippe Sauquet, President, Gas, Renewables & Power, and
President, Group Strategy-Innovation, member of the Executive
Committee;

4.3.4 Stock option and free share grants

4.3.4.1 General policy For beneficiaries employed by a non-French company on the grant
date, the vesting period for free shares may be increased to four years,
In addition to its employee shareholding development policy, TOTAL
in which case there is no mandatory holding period. Since 2011,
S.A. has implemented a policy to involve employees and senior
all shares granted to senior executives have been subject to
executives in the Group’s future performance which entails granting
performance conditions.
free performance shares each year. TOTAL S.A. may also grant
stock options, although no plan has been put in place since — Stock options
September 14, 2011. These shares are granted under selective plans
Stock options have a term of eight years, with a strike price set at
based on a review of individual performance at the time of each grant.
the average of the closing TOTAL share prices on Euronext Paris
The stock option and free share plans offered by TOTAL S.A. during the 20 trading days preceding the grant date, without any
concern only TOTAL shares and no free shares of the Group’s listed discount. Exercise of the options granted between 2007 and 2011
subsidiaries or options on them are granted by TOTAL S.A. was subject to a presence condition and performance conditions,
notably related to the Group’s return on equity (ROE), which vary
All grants are approved by the Board of Directors, on the proposal of
depending on the plan and category of beneficiary.
the Compensation Committee. For each plan, the Compensation
Committee recommends a list of beneficiaries, the conditions as All options granted in 2011 were subject to performance conditions.
well as the number of options or shares granted to each beneficiary. For options that could be granted pursuant to the authorization given
The Board of Directors then gives final approval for this list and the by the Extraordinary Shareholders’ Meeting of May 24, 2016
grant conditions. (twenty-fifth resolution), the performance conditions will be assessed
over a minimum period of three consecutive fiscal years. For earlier
— Grant of free performance shares
option plans, and subject to applicable presence and performance
Grants of free performance shares under selective plans become conditions being met, options may be exercised only at the end of
definitive only at the end of a three-year vesting period, subject an initial two-year period and the shares resulting from the exercise
to the fulfillment of applicable presence and performance conditions. may only be disposed of at the end of a second two-year period.
At the end of the vesting period, and provided that the conditions are
In addition, for the 2007 to 2011 option plans, the shares resulting from
met, the TOTAL shares are definitively granted to the beneficiaries,
the exercise of options by beneficiaries employed by a non-French
who must then hold them for at least two years (holding period). The
company on the grant date may be disposed of or converted to
presence condition applies to all shares.
bearer form at the end of the first two-year vesting period.

(1) Based on share capital divided into 2,640,602,007 shares.

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Compensation for the administration and management bodies

4.3.4.2 Follow-up of grants to the executive directors For the options granted between 2007 and 2011, the Board of Directors
made the exercise of the options granted to the executive directors
Stock options in office contingent upon a presence condition and performance
conditions based on the Group’s ROE and ROACE. The grant rate of
No stock options have been granted since September 14, 2011.
the performance-related options under the 2009, 2010 and 2011
Until that date, the Company’s executive directors in office at the
plans was 100%, compared to 60% for the 2008 plan.
time of the decision were granted stock options as part of broader
grant plans approved by the Board of Directors for certain Group All the options granted to Mr. Pouyanné outstanding at December 31,
employees and senior executives. The options granted to the executive 2018, represent 0.000379% of the Company’s share capital (1)
directors were subject to the same requirements applicable to the on that date.
other beneficiaries of the grant plans.

Stock options granted in 2018 to each executive director by the issuer and by any Group company
(AMF position-recommendation No. 2009-16 – AMF Table No. 4)
Number
Type of options
of options Valuation granted
Plan No. (purchase or of options during the Exercise
Executive directors and date subscription) (€) (a) fiscal year Strike price period

Patrick Pouyanné
Chairman and Chief Executive Officer - - - - - -
(a) According to the method used for the Consolidated Financial Statements.

Stock options exercised in fiscal year 2018 by each executive director


(AMF position-recommendation No. 2009-16 – AMF Table No. 5)
Number of options exercised
Plan No. and date during the fiscal year Strike price

Patrick Pouyanné
Chairman and Chief Executive Officer since December 19, 2015 2010 Plan – 09/14/2010 9,000 €38.20
2011 Plan – 09/14/2011 12,400 €33.00

Grant of free performance shares


Mr. Pouyanné is granted performance shares as part of the broader grant plans approved by the Board of Directors for certain Group
employees. The performance shares granted to him are subject to the same requirements applicable to the other beneficiaries of the grant plans.

Summary tables
Free shares granted to each director (a) in fiscal year 2018 by the issuer and by any Group company
(AMF position-recommendation No. 2009-16 – AMF Table No. 6)
Number
of shares
granted
Executive and during Valuation of
non-executive Plan No. the fiscal the shares Acquisition Date of
directors and date year (€) (b) date transferability Performance conditions

Patrick 2018 Plan 72,000 2,607,840 03/15/2021 03/16/2023 The performance conditions are based for:
Pouyanné 03/14/2018
— 50% of the performance shares granted, on the
Chairman
Company’s ranking against its peers (c) completed
and Chief
each year during the three vesting years (2018, 2019
Executive
and 2020) based on the TSR criterion of the last
Officer
quarter of the year in question, the dividend being
Renata 2018 Plan 280 10,141.60 03/15/2021 03/16/2023 considered reinvested based on the closing price
Perycz 03/14/2018 on the ex-dividend date; and
Director
— 50% of the performance shares granted, on the
representing
Company’s ranking against its peers (c) completed
employee
each year during the three years of vesting (2018,
shareholders
2019 and 2020) using the annual variation in net
since
cash flow per share expressed in dollars criterion.
May 24, 2016

Christine 2018 Plan - - 03/15/2021 03/16/2023


Renaud 03/14/2018
Director
representing
employees
since
May 26, 2017
TOTAL 72,280 2,617,981.60
(a) List of executive and non-executive directors who had this status during fiscal year 2018.
(b) The valuation of the shares was calculated on the grant date according to the method used for the Consolidated Financial Statements.
(c) ExxonMobil, Royal Dutch Shell, BP and Chevron.

(1) Based on share capital divided into 2,640,602,007 shares.

164 TOTAL Registration Document 2018


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Compensation for the administration and management bodies 4


Free shares that have become transferable for each director (a)
(AMF position-recommendation No. 2009-16 – AMF Table No. 7)
Number of shares that
Executive and Plan No. became transferable
non-executive directors and date during the fiscal year Vesting conditions

Patrick Pouyanné 2015 Plan The performance conditions are based for:
Chairman and Chief 07/28/2015
— 40% of the performance shares granted, on the
Executive Officer
Group’s average return on equity (ROE) and return
on average capital employed (ROACE) during the
three years of vesting (2015, 2016 and 2017); and
38,880
— 60% of the performance shares granted, on the
variation of the 3-year average adjusted net income
(ANI) of TOTAL, as published by the Group,
compared to its peers (b) during the three years of
vesting (2015, 2016 and 2017).

Renata Perycz 2015 Plan The first 150 shares are granted without performance
Director representing 07/28/2015 conditions. Above this threshold, the performance
employee shareholders conditions are based for:
since May 24, 2016
— 40% of the performance shares granted, on the
Group’s return on equity (ROE) during the three years
150
of vesting (2015, 2016 and 2017); and
— 60% of the performance shares granted, on the
variation of the 3-year average adjusted net income
(ANI) of TOTAL, as published by the Group, 4
compared to its peers (b) during the three years of
vesting (2015, 2016 and 2017).

Christine Renaud 2015 Plan -


Director representing 07/28/2015
employees since
May 26, 2017

(a) List of executive and non-executive directors who had this status during fiscal year 2018.
(b) ExxonMobil, Royal Dutch Shell and Chevron.

4.3.4.3 Follow-up of TOTAL stock option plans as of December 31, 2018

Breakdown of TOTAL stock option grants by category of beneficiary


The breakdown of TOTAL stock options granted by category of beneficiary (executive officers, other senior executives and other employees)
for each of the plans in effect during fiscal year 2018 is as follows:

Number of Average number


Number of notified of options per
beneficiaries options Percentage beneficiary

2010 Plan (a): Executive officers (b) 25 1,348,100 28.2% 53,924


Subscription options Decision
Senior executives 282 2,047,600 42.8% 7,261
of the Board of Directors
of September 14, 2010
Other employees 1,790 1,392,720 29.0% 778
Strike price: €38.20;
discount: 0.0% TOTAL 2,097 4,788,420 100% 2,283

2011 Plan (a): Executive officers (b) 29 846,600 55.7% 29,193


Subscription options Decision
Senior executives 177 672,240 44.3% 3,798
of the Board of Directors
of September 14, 2011
Other employees - - - -
Strike price: €33.00;
discount: 0.0% TOTAL 206 1,518,840 100% 7,373

(a) The grant rate of performance-related options was 100% for the 2009, 2010 and 2011 plans.
(b) Members of the Executive Committee and the Management Committee and the Treasurer, as of the date of the Board meeting granting the TOTAL share subscription options.

For the 2010 share subscription options plan, only a portion of the Since September 14, 2011, the Board of Directors has not granted
TOTAL share subscription options granted to beneficiaries of more any share subscription or purchase options.
than 3,000 share subscription options was subject to a performance
condition. For the 2011 share subscription options plan, the granting
of all the options was subject to a performance condition.

Registration Document 2018 TOTAL 165


4 REPORT ON CORPORATE GOVERNANCE

Compensation for the administration and management bodies

Breakdown of TOTAL stock option plans


History of stock option grants – Information on stock options (AMF position- recommendation No. 2009-16 – AMF Table No. 8)
2010 Plan 2011 Plan Total

Type of options Subscription Subscription


options options
Date of the Shareholders’ Meeting 05/21/2010 05/21/2010
Date of the Board meeting/grant date (a) 09/14/2010 09/14/2011
Total number of options granted by the Board of Directors, including to: 4,788,420 1,518,840 6,307,260
Executive and non-executive directors (b) 40,000 30,400 70,400
– P. Pouyanné 40,000 30,400 70,400
– C. Renaud n/a n/a n/a
– R. Perycz n/a n/a n/a
Date as of which the options may be exercised: 09/15/2012 09/15/2013
Expiry date 09/14/2018 09/14/2019
Strike price (€) (c) 38.20 33.00
Cumulative number of options exercised as of December 31, 2018 4,618,084 1,249,210 5,867,294
Cumulative number of options canceled as of December 31, 2018 170,336 4,400 174,736

Number of options:
– Outstanding as of January 1, 2018 1,950,372 490,568 2,440,940
– Granted in 2018 - - -
– Canceled in 2018 (d) 79,139 - 79,139
– Exercised in 2018 1,871,233 225,338 2,096,571
OUTSTANDING AS OF DECEMBER 31, 2018 - 265,230 265,230

(a) The grant date is the date of the Board meeting granting the options.
(b) List of executive and non-executive directors who had this status during fiscal year 2018. Ms. Perycz is a TOTAL Polska sp. Z.o.o. employee and a TOTAL S.A. director representing
employee shareholders since May 24, 2016. Ms. Renaud is a TOTAL S.A. employee and a TOTAL S.A. director representing employees since May 26, 2017.
(c) The strike price is the average closing price of TOTAL’s share on Euronext Paris during the 20 trading days preceding the option grant date, without any discount.
(d) The 79,139 share subscription options canceled in 2018 correspond to unexercised options before the expiration date of the 2010 plan that had expired on September 14, 2018.

If all the stock options outstanding at December 31, 2018, were exercised, the corresponding shares would represent 0.01% (1) of the Company’s
share capital on that date.
Stock options granted to the 10 employees (other than executive or non-executive directors) receiving the largest number of
options/Stock options exercised by the ten employees (other than executive or non-executive directors) exercising the largest
number of options (AMF position-recommendation No. 2009-16 – AMF Table No. 9)
Weighted
Total number average
of options strike price 2010 Plan 2011 Plan
granted/exercised (€) 09/14/2010 09/14/2011

Options granted in fiscal year 2018 by


TOTAL S.A. and its affiliates (a) to each of the
10 employees of TOTAL S.A. and its affiliates
(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 (a)


and exercised in fiscal year 2018 by the
10 employees of TOTAL S.A. and its affiliates
(other than executive or non-executive directors
at the date of the exercises) who purchased
or subscribed for the largest number of shares
(aggregate – not individual information) 222,800 37.42 189,200 33,600

(a) Pursuant to the conditions of Article L. 225-180 of the French Commercial Code.

(1) Based on share capital divided into 2,640,602,007 shares.

166 TOTAL Registration Document 2018


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Compensation for the administration and management bodies 4


4.3.4.4 Follow-up of TOTAL free share grants as of December 31, 2018

Breakdown of TOTAL performance share grants by category of beneficiary


The following table gives a breakdown of TOTAL performance share grants by category of beneficiary (executive officers, other senior executives
and other employees):
Number Average number
Number of of notified of shares per
beneficiaries shares Percentage beneficiary

2014 Plan (a) Executive officers (b) 32 421,200 9.4% 13,163


Decision of the Board of
Senior executives 281 975,300 21.7% 3,471
Directors of July 29, 2014
Other employees 9,624 3,089,800 68.9% 321
TOTAL 9,937 4,486,300 100% 451

2015 Plan (a) Executive officers (d) 13 264,600 5.6% 20,354


Decision of the Board of
Senior executives 290 1,132,750 23.8% 3,906
Directors of July 28, 2015
Other employees 10,012 3,364,585 70.6% 336
TOTAL 10,315 4,761,935 100% 462

2016 Plan Executive officers (d) 12 269,900 4.8% 22,492


Decision of the Board of
Senior executives 279 1,322,300 23.4% 4,739
Directors of July 27, 2016
Other employees (c) 10,028 4,047,200 71.8% 404
4
TOTAL 10,319 5,639,400 100% 547

2017 Plan Executive officers (d) 12 266,500 4.7% 22,208


Decision of the Board of
Senior executives 277 1,321,200 23.3% 4,770
Directors of July 26, 2017
Other employees (c) 10,288 4,092,249 72.0% 398
TOTAL 10,577 5,679,949 100% 537

2018 Plan Executive officers (d) 13 301,000 5.0% 23,154


Decision of the Board of
Senior executives 288 1,443,900 23.7% 5,014
Directors of March 14, 2018
Other employees (c) 10,344 4,338,245 71.3% 419
TOTAL 10,645 6,083,145 100% 571

(a) For the 2014 plan, the share acquisition rate related to the ROE performance condition only was 38%. For the 2015 plan, the share acquisition rate related to a comparison of ROE and
ANI was 81% for the executive director and 82% for the other beneficiaries.
(b) Members of the Executive Committee and the Management Committee and the Treasurer, as of the date of the Board meeting granting the performance shares.
(c) Ms. Perycz, an employee of Total Polska sp. Z.o.o. and a TOTAL S.A. director representing employee shareholders since May 24, 2016, was granted 160 shares under the 2016 plan,
260 shares under the 2017 plan and 280 shares under the 2018 plan. Ms. Renaud, an employee of TOTAL S.A. and a TOTAL S.A. director representing employee shareholders since
May 26, 2017, was not granted any shares under the 2017 plan or the 2018 plan.
(d) Group’s executive officers as of the date of the Board meeting granting the performance shares. The Group’s executive officers as of this date included the members of the Executive
Committee (excluding the Chairman and Chief Executive Officer), the four Senior Vice Presidents of the central Group functions who are members of the Group Performance Management
Committee (HSE, Strategy & Climate, Communications, Legal), the Deputy Chief Financial Officer, under the 2018 plan only, and the Treasurer.

The performance shares, which were previously bought back by the last quarter of the year in question, the dividend being considered
Company on the market, are definitively granted to their beneficiaries reinvested based on the closing price on the ex-dividend date;
at the end of a three-year vesting period from the grant date. and
The definitive grant of performance shares is subject to a presence — for 50% of the performance shares granted, the Company will
condition and performance conditions. be ranked each year against its peers (1) during the three years of
vesting (2018, 2019 and 2020) using the annual variation in net
For the 2018 plan, the applicable performance conditions are the
cash flow per share expressed in dollars criterion.
following:
In addition, shares that have been definitively granted cannot be
— for 50% of the performance shares granted, the Company will
disposed of before the end of a mandatory two-year holding period.
be ranked against its peers (1) each year during the three vesting
years (2018, 2019 and 2020) based on the TSR criterion of the

(1) ExxonMobil, Royal Dutch Shell, BP and Chevron.

Registration Document 2018 TOTAL 167


4 REPORT ON CORPORATE GOVERNANCE

Additional information about corporate governance

Breakdown of TOTAL performance share plans


History of TOTAL performance share grants – Information on performance shares granted
(AMF position-recommendation No. 2009-16 – AMF Table No. 10)
2014 Plan 2015 Plan 2016 Plan 2017 Plan 2018 Plan

Date of the Shareholders’ Meeting 05/16/2014 05/16/2014 05/24/2016 05/24/2016 05/24/2016


Date of Board meeting/grant date 07/29/2014 07/28/2015 07/27/2016 07/26/2017 03/14/2018
Closing price on grant date €52.220 €43.215 €42.685 €43.220 €47.030
Average purchase price per share paid by the Company €48.320 €45.150 €46.010 €47.350 n/a
Total number of performance shares granted, including to: 4,486,300 4,761,935 5,639,400 5,679,949 6,083,145
Executive and non-executive directors (a) 25,000 48,000 60,160 60,260 72,280
– P. Pouyanné 25,000 (b) 48,000 60,000 60,000 72,000
– R. Perycz (c) n/a n/a 160 260 280
– C. Renaud (d) n/a n/a n/a - -
Start of the vesting period 07/29/2014 07/28/2015 07/27/2016 07/26/2017 03/14/2018
Definitive grant date, subject to the conditions set
(end of the vesting period) 07/30/2017 07/29/2018 07/28/2019 07/27/2020 03/15/2021
Disposal possible from (end of the holding period) 07/30/2019 07/29/2020 07/29/2021 07/28/2022 03/16/2023

Number of free shares granted:


- Outstanding as of January 1, 2018 - 4,697,305 5,607,100 5,679,039 -
– Notified in 2018 - - - - 6,083,145
– Canceled in 2018 - (621,568) (61,840) (26,640) (12,350)
– Definitively granted in 2018 (e) - (4,075,737) (2,040) (1,480) -
OUTSTANDING AS OF DECEMBER 31, 2018 - - 5,543,220 5,650,919 6,070,795

(a) List of executive and non-executive directors who had this status during fiscal year 2018.
(b) Shares granted in respect of his previous salaried duties.
(c) Ms. Perycz, a TOTAL Polska sp. Z.o.o. employee and a TOTAL S.A. director representing employee shareholders since May 24, 2016.
(d) Ms. Renaud, a TOTAL S.A. employee and a TOTAL S.A. director representing employees since May 26, 2017.
(e) Definitive grants completed during fiscal year 2018, including early grants following the death of the beneficiaries of shares for the respective plan.

If all the performance shares outstanding at December 31, 2018, were definitively granted, they would represent 0.65% (1) of the Company’s
share capital on that date.
Performance shares granted to the 10 employees (other than executive and non-executive directors)
receiving the largest number of performance shares
Number of Date of the Date of
performance shares final award transferability
notified/definitively Date of (end of the (end of the
granted the award vesting period) holding period)

Free performance share grants approved by the Board of Directors 236,500 03/14/2018 03/15/2021 03/16/2023
at its meeting on March 14, 2018, to the ten employees of TOTAL S.A.
and its affiliates (other than executive or non-executive directors
at the date of the exercises) who purchased or subscribed for the
largest number of shares (a)
Performance shares definitively granted in fiscal year 2018 to the 136,530 07/28/2015 07/29/2018 07/29/2020
10 employees of TOTAL S.A. and its affiliates (other than executive
and non-executive directors on the date of the decision) receiving
the largest number of performance shares
(a) These shares will be definitively granted to their beneficiaries at the end of a three- year vesting period, i.e., on March 15, 2021, subject to two performance conditions being met. The free
shares that have been definitively granted cannot be disposed of before the end of a two-year holding period, i.e., March 16, 2023.

(1) Based on share capital divided into 2,640,602,007 shares.

168 TOTAL Registration Document 2018


REPORT ON CORPORATE GOVERNANCE

Additional information about corporate governance 4


4.4 Additional information
about corporate governance
4.4.1 Regulated agreements and undertakings and related-party transactions

Regulated agreements and undertakings Related-party transactions


[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.] Details of transactions with related parties as specified by the
regulations adopted under EC regulation 1606/2002, entered into
In addition, to TOTAL’s knowledge there exists no agreement, other
by the Group companies during fiscal years 2016, 2017 or 2018, are
than the agreements related to its ordinary course of business
provided in Note 8 to the Consolidated Financial Statements (refer to
and signed under normal conditions, engaged, directly or through an
point 8.7 of chapter 8).
intermediary, between, on the one hand, any director or shareholder
holding more than 10% of TOTAL S.A.’s voting rights and, on the These transactions primarily concern equity affiliates and non-
other hand, a company of which TOTAL S.A. directly or indirectly owns consolidated companies.
more than half the capital.

Registration Document 2018 TOTAL 169


4 REPORT ON CORPORATE GOVERNANCE

Additional information about corporate governance

4.4.2 Delegations of authority and powers granted to the Board


of Directors with respect to share capital increases
and authorization for share cancellation
Table compiled in accordance with Article L. 225-37-4 3° of the French Commercial Code summarizing the use of delegations
of authority and powers granted to the Board of Directors with respect to share capital increases as of December 31, 2018
Date of
Available delegation of Expiry date
balance as of authority or and term of
Use in 2018, 12/31/2018 authorization by authorization
by value, by value, the Extraordinary granted
Cap on par value, or number of shares or number or number Shareholders’ to the Board
Type or expressed as % of share capital of shares of shares Meeting (ESM) of Directors

Debt securities €10 Bn in securities - €10 Bn June 1, 2018 August 1, 2020


representing (13th, 14th, 26 months
rights to capital 15th and 17th
resolutions)
An overall cap of €2.5 Bn (i.e., a maximum 18 million €2.455 Bn June 1, 2018 August 1, 2020
of 1,000 million shares issued with a shares (c) (i.e., 982 million (13th resolution) 26 months
pre-emptive subscription right), from shares)
which can be deducted:
1/ a specific cap of €625 million, i.e., a - €625 million June 1, 2018 August 1, 2020
maximum of 250 million shares for issuances (14th and 26 months
without a pre-emptive subscription right 16th resolutions)
(with potential use of a greenshoe), including
in compensation with securities contributed
within the scope of a public exchange offer,
Maximum cap provided that they meet the requirements of
for the issuance Article L. 225-148 of the French Commercial
of securities Code, from which can be deducted:
granting
immediate or 1a/ a sub-cap of €625 million with a view - €625 million June 1, 2018 August 1, 2020
future rights to Nominal share to issuing, through an offer as set forth in (15th and 26 months
share capital capital Article L. 411-2 II of the French Monetary 16th resolutions)
and Financial Code (b), shares and securities
resulting in a share capital increase, without a
shareholders’ pre-emptive subscription right
1b/ a sub-cap of €625 million through - €625 million June 1, 2018 August 1, 2020
in-kind contributions when the provisions (17th resolution) 26 months
of Article L. 225-148 of the French
Commercial Code are not applicable
2/ a specific cap of 1.5% of the share capital 18 million 21.6 million June 1, 2018 August 1, 2020
on the date of the Board (c) decision for share shares (d) shares (18th resolution) 26 months
capital increases reserved for employees
participating in a Company savings plan
0.75% of share capital (c) on the date - 19.8 million May 24, 2016 July 24, 2019
of the Board decision to grant options shares (25th resolution) 38 months

Free shares granted to Group 1% of share capital (c) on the date of - 26.4 million June 1, 2018 August 1, 2021
employees and to executive the Board decision to grant the shares shares (19th resolution) 38 months
directors

(a) The number of new shares authorized under the 13th resolution of the ESM held on June 1, 2018, cannot exceed 1,000 million shares. Pursuant to the 18 th resolution of the ESM held on
June 1, 2018, the Board of Directors decided on September 19, 2018, to proceed with a share capital increase reserved for Group employees in 2019 (see Note(c) below). As a result,
the available balance under this authorization amounts to 982,000,000 new shares as of December 31, 2018.
(b) And the offers set out in Article 1, Paragraph 4, a) and b) of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017, on the prospectus to be
published when securities are offered to the public or admitted to trading on a regulated market.
(c) Based on share capital as of December 31, 2018, divided into 2,640,602,007 shares.
(d) The number of new shares authorized under the 18th resolution of the June 1, 2018, ESM may not exceed 1.5% of the share capital on the date when the Board of Directors decides to
use the delegation. The meeting of the Board of Directors of September 19, 2018, decided to proceed with a share capital increase in 2019 with a cap of 18,000,000 shares (subscription
to the shares under this operation is planned for the second quarter of 2019, subject to the decision of the Chairman and Chief Executive Officer). As a result, the available balance under
this authorization was 21,609,030 new shares as of December 31, 2018.

Authorization to cancel shares of the Company


Pursuant to the terms of the 13th resolution of the Shareholders’ Meeting cancellation of 100,331,268 TOTAL shares on December 16, 2016,
held on May 26, 2017, the Board of Directors is authorized to cancel brings the number of TOTAL shares canceled in the last 24 months
shares of the Company up to a maximum of 10% of the share capital to 144,921,967.
of the Company existing as of the date of the operation within a
Based on 2,640,602,007 shares outstanding on December 31, 2018,
24-month period. This authorization is effective until the Shareholders’
the Company could, taking into account the shares canceled on
Meeting held to approve the financial statements for the year ending
December 12, 2018, cancel 219,469,501 further shares, before
December 31, 2021.
reaching the cancellation threshold of 10% of share capital canceled
On December 12, 2018, the Board of Directors, pursuant to this over a 24-month period.
authorization, canceled 44,590,699 shares representing 1.66% of
the share capital on that date. This cancellation, combined with the

170 TOTAL Registration Document 2018


REPORT ON CORPORATE GOVERNANCE

Additional information about corporate governance 4


4.4.3 Provisions of the bylaws governing shareholders’ participation
in General Meetings

4.4.3.1 Calling of shareholders to Shareholders’ draft resolution must be accompanied by the draft resolution text
Meetings and brief summary of the grounds for this request. Requests made
by shareholders must be accompanied by a proof of their share
Shareholders’ Meetings are convened and conducted under the
ownership as well as their ownership of the portion of capital as
conditions provided for by law.
required by the regulations. Review of the item or draft resolution
The Ordinary Shareholders’ Meeting is called to take any decisions filed pursuant to regulatory conditions is subject to those making the
that do not modify the Company’s bylaws. It is held at least once request providing a new attestation justifying the shares being
a year within six months of the closing date of each fiscal year to recorded in a book-entry form in the same accounts on the second
approve the financial statements of that year. It may only deliberate, business day preceding the date of the meeting.
at its first meeting, if the shareholders present, represented or
The Central Social and Economic Committee (formerly the Central
participating by remote voting hold at least one fifth of the shares
Works Council) may also request the addition of draft resolutions to
that confer voting rights. No quorum is required at its second meeting.
the meeting agendas under the forms, terms and deadlines set by
Ordinary Shareholders’ Meeting decisions are made with the majority
the French Labor Code. In particular, requests to add draft resolutions
of votes of shareholders present, represented or participating by
must be sent within 10 business days following the date on which
remote voting.
the notice of meeting was published.
Only the Extraordinary Shareholders’ Meeting is authorized to modify
the bylaws. It may not, however, increase shareholders’ commitments. 4.4.3.2 Admission of shareholders
It may only deliberate, at its first meeting, if the shareholders present, to Shareholders’ Meetings
represented or participating by remote voting hold at least one
Participation in any form in Shareholders’ Meetings is subject to
quarter, and, at the second meeting, one fifth, of the shares that
registration of participating shares, either in the registered account
confer voting rights. Decisions of Extraordinary Shareholders’ Meeting
are made with a two thirds majority of votes of shareholders present,
maintained by the Company (or its securities agent) or recorded in
bearer form in a securities account maintained by a financial
4
represented or participating by remote voting.
intermediary. Proof of this registration is obtained under a certificate of
One or several shareholders holding a certain percentage of the participation (attestation de participation) delivered to the shareholder.
Company’s share capital (calculated using a decreasing scale based Registration of the shares must be effective no later than midnight
on the share capital) may ask for items or draft resolutions to be added (Paris time) on the second business day preceding the date of the
to the agenda of a Shareholders’ Meeting under the forms, terms Shareholders’ Meeting. If, after having received such a certificate,
and deadlines set forth by the French Commercial Code. Requests shares are sold or transferred prior to this record date, the certificate
to add items or draft resolutions to the agenda must be sent no later of participation will be canceled and the votes sent by mail or proxies
than 20 days after the publication of the notice of meeting that the granted to the Company for such shares will be canceled accordingly.
Company must publish in the French official journal of legal notices If shares are sold or transferred after this record date, the certificate
(Bulletin des annonces légales obligatoires, BALO). Any request to of participation will remain valid and votes cast or proxies granted will
add an item to the agenda must be justified. Any request to add a be taken into account.

4.4.4 Information about factors likely to have an impact in the event


of a public takeover or exchange offer

In accordance with Article L. 225-37-5 of the French Commercial — Control mechanisms specified in an employee shareholding
Code, information relating to factors likely to have an impact in the system
event of a public offering is provided below.
The rules relating to the exercise of voting rights within the
— Structure of the share capital Company collective investment funds are presented in point
6.4.2 of this chapter 6.
The structure of the Company’s share capital as well as the
interests that the Company is aware of pursuant to Articles — Shareholder agreements of which the Company is aware
L. 233-7 and L. 233-12 of the French Commercial Code are and that could restrict share transfers and the exercise
presented in points 6.4.1 to 6.4.3 in chapter 6. of voting rights
— Restrictions on the exercise of voting rights and transfers The Company is not aware of any agreements between
of shares provided in the bylaws – Clauses of the agreements shareholders as specified in paragraph 6 of Article L. 225-37-5 of
of which the Company has been informed in accordance the French Commercial Code which could result in restrictions on
with Article L. 233-11 of the French Commercial Code the transfer of shares and exercise of the voting rights of the
Company.
The provisions of the bylaws relating to shareholders’ voting rights
are mentioned in point 7.2.4 of chapter 7. The Company has not — Rules applicable to the appointment and replacement
been informed of any clauses as specified in paragraph 2 of Article of members of the Company’s Board of Directors
L. 225-37-4 of the French Commercial Code. and amendment of the bylaws
— Holders of securities conferring special control rights No provision of the bylaws or agreement made between the
Company and a third party contains a specific provision relating to
Article 18 of the bylaws stipulates that double voting rights are
the appointment and/or replacement of the Company’s directors
granted to all the shares held in the name of the same shareholder
that is likely to have an impact in the event of a public offering.
for at least two years. Subject to this condition, there are no
securities conferring special control rights as specified in paragraph — Powers of the Board of Directors in the event of a public offering
4 of Article L. 225-37-5 of the French Commercial Code.
The delegations of authority or authorizations granted by the
Shareholders’ Meeting that are currently in effect limit the powers
of the Board of Directors during public offering on the Company’s
shares. Such delegation expire during a public offering.

Registration Document 2018 TOTAL 171


4 REPORT ON CORPORATE GOVERNANCE

Additional information about corporate governance

— Agreements to which the Company is party and which are Although a number of agreements made by the Company contain
altered or terminated in the event of a change of control a change in control clause, the Company believes that there are no
of the Company – Agreements providing for the payment agreements as specified in paragraph 9 of Article L. 225-37-5 of the
of compensation to members of the Board of Directors French Commercial Code. The Company also believes that there are
or employees in the event of their resignation or dismissal no agreements as specified in paragraph 10 of Article L. 225-37-5 of
without real and serious cause or if their employment were the French Commercial Code. For commitments made for the Chairman
to be terminated as a result of a public offering and Chief Executive Officer in the event of a forced departure owing
to a change of control or strategy, refer to point 4.2.2 of this chapter.

4.4.5 Statutory auditors

4.4.5.1 Auditor’s term of office

Statutory auditors Alternate auditors


ERNST & YOUNG Audit Cabinet Auditex
1/2, place des Saisons, 1/2, place des Saisons,
92400 Courbevoie-Paris-La Défense, Cedex 1 92400 Courbevoie-Paris-La Défense, Cedex 1
Appointed: May 14, 2004. Appointed: May 21, 2010.
Appointment renewed on May 24, 2016, for a 6-fiscal year term. Appointment renewed on May 24, 2016, for a 6-fiscal year term.
Céline Eydieu-Boutté, Yvon Salaün KPMG Audit IS
KPMG S.A. Tour EQHO, 2 avenue Gambetta, CS 60055,
92066 Paris-La Défense Cedex
Tour EQHO, 2 avenue Gambetta, CS 60055,
92066 Paris-La Défense Cedex Appointed: May 21, 2010.
Appointment renewed on May 24, 2016, for a 6-fiscal year term.
Appointed: May 13, 1998.
Appointment renewed on May 24, 2016, for a 6-fiscal year term.
Jacques-François Lethu, Éric Jacquet

French law provides that the statutory and alternate auditors are appointed for renewable 6- fiscal year terms. The terms of office of the
statutory auditors and of the alternate auditors will expire at the end of the Shareholders’ Meeting called in 2022 to approve the financial
statements for fiscal year 2021.

4.4.5.2 Fees received by the statutory auditors (including members of their networks)
ERNST & YOUNG Audit KPMG S.A.

Amount in M$ Amount in M$
(excluding VAT) % (excluding VAT) %

2017 2018 2017 2018 2017 2018 2017 2018

Audit
Statutory auditors. certification. examination of
the parent company and consolidated accounts 22.3 26.3 74.5 77.3 17.7 20.8 76.3 76.7
TOTAL S.A. 3.3 3.5 10.9 10.3 3.3 3.5 14.2 12.9
Fully Consolidated subsidiaries 19.0 22.8 63.6 67.0 14.4 17.3 62.1 63.8
Other work and services directly related to
the mission of the statutory auditors 2.8 3.2 9.3 9.4 3.8 4.2 16.4 15.5
TOTAL S.A. 0.9 0.2 3.1 0.6 0.7 0.7 3.0 2.6
Fully Consolidated subsidiaries 1.9 3.0 6.2 8.8 3.1 3.5 13.4 12.9
SUBTOTAL 25.1 29.5 83.8 86.7 21.5 25.0 92.7 92.2
Other services provided by the networks to
fully Consolidated subsidiaries
Legal. tax. labor law 4.2 3.9 13.9 11.5 1.5 1.9 6.5 7.0
Other 0.7 0.6 2.3 1.8 0.2 0.2 0.9 0.8
SUBTOTAL 4.9 4.5 16.2 13.3 1.7 2.1 7.3 7.8
TOTAL 30.0 34.0 100 100 23.2 27.1 100 100

172 TOTAL Registration Document 2018


NON-FINANCIAL PERFORMANCE
5
5.1 Introduction 179

5.2 Business model 180

5.3 Social challenges 181


5.3.1 Attracting and developing talents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181
5.3.2 Maintaining employees’ long-term employability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184
5.3.3 Ensuring a high level of commitment based on respect for each other, health and well- being at work . . . . . . . . . . . . . . 185

5.4 Personal health and safety challenges 189


5.4.1 Preventing occupational accidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189
5.4.2 Preventing occupational health risks through improved assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
5.4.3 Minimizing the risks throughout the life cycle of products to prevent consumer health and safety risks . . . . . . . . . . . . . 192

5.5 Environmental challenges 192


5.5.1 General policy and environmental targets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192
5.5.2 Preventing incident risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193
5.5.3 Limiting the environmental footprint. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195
5.5.4 Not to harm biodiversity and ecosystems during projects and operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196
5.5.5 Promoting a better use of natural resources by supporting the circular economy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197

5.6 Climate change-related challenges 198


5.6.1 Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198
5.6.2 Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
5.6.3 Risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201
5.6.4 Targets and metrics to measure climate-related risks and opportunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202
5.6.5 TCFD correspondence table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203

5.7 Actions in support of human rights 205


5.7.1 Human rights in the workplace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
5.7.2 Human rights and local communities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
5.7.3 Respect for human rights in security-related activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207

5.8 Fighting corruption and tax evasion 208


5.8.1 Fighting corruption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208
5.8.2 Fighting tax evasion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209

5.9 Societal challenges 210


5.9.1 Managing societal challenges related to operations in a responsible manner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210
5.9.2 Fostering economic development through employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213
5.9.3 Engaging in citizenship initiatives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214

5.10 Contractors and suppliers 215


5.10.1 The Group’s responsible procurement policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
5.10.2 Extension of the Group’s policy to the supply chain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
5.10.3 The Group’s responsible procurement commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217
5.10.4 Payment terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218

5.11 Reporting scopes and method 218


5.11.1 Frameworks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218
5.11.2 Scopes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218
5.11.3 Adopted principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219
5.11.4 Details of certain indicators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

Registration Document 2018 TOTAL 177


5 NON-FINANCIAL PERFORMANCE

Chapter 5 of this Registration Document constitutes the consolidated economic performance as well as on employees’ working conditions,
statement of non-financial performance as per Article L. 225-102-1 of the actions aimed at fighting discrimination and promoting diversity,
the French Commercial Code, and discloses how the Company and and the measures taken in favor of people with disabilities (1).
the entities included in the scope of consolidation, in accordance
This statement of non-financial performance was prepared with the
with Article L. 233-16 of the French Commercial Code, take into
assistance of several of the Company’s corporate functional divisions,
account the social and environmental consequences of their activities,
in particular the Legal, Finance, Audit & Internal Control and People
as well as the effects of those activities with regard to respect for
& Social Responsibility Divisions. The statement was reviewed by the
human rights and fighting corruption and tax evasion.
Audit Committee and was thereafter approved by the Board of
Pursuant to the above mentioned Article L. 225-102-1, this statement Directors.
also includes information about the impact on climate change of the
The data presented in the statement of non-financial performance
Company’s activity and the use of the goods and services that it
are provided on a current-scope basis. The reporting scopes and
produces, its societal commitments in order to promote sustainable
method concerning the information in this chapter are presented in
development, the circular economy, the collective agreements in
point 5.11 of this chapter.
place within the Company and their impacts on the Company’s

(1) The Group has not made any specific societal commitments in order to prevent food waste and food poverty or to promote animal welfare and responsible, fair and sustainable food,
as these are not significant challenges with respect to the nature of the Group’s activities.

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5.1 Introduction
An ambition for the Company: to become the responsible energy major

TOTAL is present in more than 130 countries. The nature of its — during operations;
activities and its geographical footprint in complex environments
— prior to placing new substances on the market (toxicological and
place the Group at the junction of a range of society’s concerns
ecotoxicological studies, life cycle analyses).
relating to people, the environment or business ethics. Faced with
these challenges, TOTAL’s ambition is to become the responsible These assessments incorporate the regulatory requirements of the
energy major by contributing to supply to as many people as possible countries where the Group operates and generally accepted
a more affordable, more available, and cleaner energy. professional practices. In addition, internal control systems are
structured and regularly adjusted to align with the specific features of
This ambition is embodied by the One Total Company project, which
certain areas and the corporate strategic orientations set by the
unites the various activities of the Group, its entities and all of its
Board of Directors and General Management.
employees around a Company’s evolution process with the aim to
supply energy to an ever-growing population, taking into account the
challenges of climate change and new energy production and
As part of its statement of non-financial performance, TOTAL
consumption patterns. This ambition is based on the values restated
has thus identified the main challenges linked to its activities.
and shared by all, (Safety, Respect for Each Other, Pioneer Spirit,
These are listed in the introduction to the sections relating to
Stand Together and Performance-Minded). These values guide the
social information, health, safety, the environment, climate,
Group’s actions.
human rights, the fight against corruption and tax evasion, its
TOTAL’s Code of Conduct sets forth the principles to be applied societal approach and contractors and suppliers relationships.
during day-to-day operations. It states the Group’s commitments and
expectations of each of its stakeholders and serves as a reference
for employees and any other person working on behalf of the Group. For its reporting, TOTAL refers to the GRI (Global Reporting Initiative)
and to the TCFD (Task Force on Climate-related Financial Disclosures)
The Company adheres to the United Nations Global Compact and
recommendations on climate. It also relates to the IPIECA guidance
the responsible development strategy of the Group is based, in
for environmental and societal issues. Detailed information on
particular, on taking into account the United Nations’ Sustainable
these reporting guidelines is available on the Group’s website
Development Goals (SDGs) in its operations. As such, TOTAL intends
(sustainable-performance.total.com).
to conduct its activities according to the following principles of:
— ensuring the safety and security of people and the integrity of its
TOTAL also monitors its stakeholders’ perception of its CSR 5
(Corporate Social Responsibility) performance. The Group intends to
facilities;
organize its action through a lasting approach of dialogue and
— limiting its environmental footprint; transparency vis-à-vis its stakeholders.
— taking into account climate change challenges into its strategy; In terms of non-financial rating, TOTAL has been included
continuously in the FTSE4Good index (London Stock Exchange)
— incorporating the challenges of sustainable development in the
since 2001 and in the Dow Jones Sustainability World Index (DJSI
management of its activities;
World – New York Stock Exchange) since 2004. TOTAL has been
— promoting equal opportunities and fostering gender and cultural listed on DJSI Europe every year since 2005, except in 2015. TOTAL
diversity among its personnel; is also in second place in the ranking produced in November 2018
by the CDP in its publication “Beyond the cycle – Which oil and gas
— respecting human rights and business ethics;
companies are ready for the low-carbon transition?” In addition, 2018
— increasing its local foothold through stakeholders dialogue with saw the confirmation of the Gold status of the three TOTAL
the objective of creating shared value. commercial entities listed on the EcoVadis platform vis-à-vis their
customers.
The Group employs a continuous risk identification process. These
risk mappings enable the Group to develop sector policies according In 2018, TOTAL was recognized as a “LEAD Company” by the Global
to the desired level of control. The Group also manages its activities Compact for its commitment to environmental and societal
through internal management systems implemented at the different responsibility, amongst thirty other companies worldwide.
levels of the company (headquarters, subsidiaries and sites). Within
The Global Compact appointed TOTAL’s Chairman and Chief
this framework, the Group performs regular assessments, following
Executive Officer as an SDG Pioneer in 2017 in recognition of the
different modalities, of the risks and impacts of its activities in the
commitments made by the Group for driving partnerships and
areas of industrial safety, security, the environment, workers and local
investing in low carbon energies.
residents’ protection, and business ethics. These assessments are
generally carried out:
— prior to investment decisions in the Group’s industrial projects
(safety and security studies, impact assessments, particularly
environmental and societal), acquisition and divestiture;

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Business model

A Group committed to contributing to the United Nations’ Sustainable


Development Goals

The United Nations, which adopted in 2015 the 17 Sustainable what contribution the oil and gas industry can make to the SDGs.
Development Goals (SDGs) originally aimed for States, have called Furthermore, TOTAL has integrated the United Nations’
upon corporations’ contribution to collectively find solutions to recommendations (1) to better identify the scope of its contribution to
sustainable development challenges. the SDGs.
Energy being central to human and economic development, TOTAL Through its activities, the Group is concerned by all of the SDGs.
has committed since 2016 to contributing to the SDGs. The Group However, TOTAL has identified the following SDGs as those on which
has become involved in a sectoral approach through its active work it can have a more direct influence.
within IPIECA to help produce a common framework setting out

People SDG 8: by providing a solid social base for its employees and promoting decent working
conditions in its supply chain

SDG 3: by ensuring the safety of its employees and stakeholders and the health of all
people linked to its activities

SDG 4: by supporting the evolution of existing jobs through training and employees’ skills
enhancement

SDG 5: by strengthening its commitment to diversity, particularly through policies to promote


women within the Company

Environment SDG 12: by reducing its environmental footprint and increasing its involvement in the circular
economy

SDG 14 and 15: by committing to protect biodiversity through its operations and corporate
citizenship policy

Climate SDG 13: by incorporating the challenges of climate change into its strategy

SDG 7: by developing a portfolio of low carbon activities and an affordable energy offering
to as many people as possible

SDG 9: by investing in reliable, modern, responsible industrial sites, as well as in research


and development

Ethics & Societal SDG 16: by contributing to the promotion of human rights, transparency and the fight
against corruption

SDG 10: by contributing to the development and progress of the territories in which the
Group operates

Collective action SDG 17: by encouraging a collective approach to find solutions to the global sustainable
growth challenges

The Group’s contributions to each SDG are illustrated below in the form of icons. They can also be found on the Group’s website
sustainable-performance.total.com.

5.2 Business model


The business model implemented by the Company and all of the integrated report (refer to chapter 1) and in the business overview
entities included in the scope of consolidation in accordance with (points 2.1 to 2.4 of chapter 2).
Article L. 233-16 of the French Commercial Code is set forth in the

(1) According to SDG Compass: Understanding the SDGs, Defining priorities, Setting goals, Integrating, Reporting and Communicating.

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Social challenges 5
5.3 Social challenges

TOTAL’s ambition is to become the responsible energy major. Thus, To address its challenges, TOTAL relies on the Group Human
in order to help provide specific solutions to the major challenges Resources division, which forms part of People & Social Responsibility
emerging over the coming decades, TOTAL relies on the know-how division, whose President is a member of the Executive Committee.
and commitment of over 104,000 employees around the world. In particular, the Group Human Resources division has the role of
defining the Human Resources strategy and policies of the Group in
accordance with the business challenges and the One Total Company
In this context, the Group has identified its main challenges to project.
developing Human Resources:
In line with the multiple situations encountered in the field, it coordinates
— attracting and developing talents by identifying and the promotion and roll-out of the new policies to support the various
enhancing each person’s abilities, based on the principle Human Resources departments in the Group’s business segments.
of non-discrimination and equal opportunity; The Group’s indicators were reviewed in 2018 with a view to
improving the implementation of Human Resources policies and
— maintaining employees’ long-term employability by facilitating
obtaining more detailed knowledge of specific local requirements,
skills acquisition in order to keep up with the development
and are monitored in order to enhance the Group’s Human Resources
of job sectors and technologies;
activities.
— ensuring a high level of commitment based on respect for
each other, health and well-being at work.

5.3.1 Attracting and developing talents

Group registered headcount


Attracting and developing the talents that the Group needs is as of December 31, 2018 2017 2016
one of the key factors in the implementation of the Company
project. TOTAL’s tools for dealing with these challenges include Total number of employees 104,460 98,277 102,168
appropriate management of employees joining and leaving
the Group, a responsible compensation policy for employees, Breakdown by business segment
and on increasing employee shareholding. Exploration & Production segment 13.2% 14.3% 14.6%
Gas, Renewables & Power segment 11.6% 11.8% 12.7%
5.3.1.1 Appropriate management of the Group’s Refining & Chemicals segment 48.7% 49.8% 50.4%
workforce
Refining & Chemicals 48.1% 49.1% 49.8%
Group employees Trading & Shipping 0.6% 0.7% 0.6%
As of December 31, 2018, the Group had 140,460 employees Marketing & Services segment 24.0% 21.6% 20.4%
belonging to 326 employing companies and subsidiaries located in
Corporate 2.5% 2.5% 1.9%
103 countries. At year-end 2018, the countries with the most
employees were in descending order France, Poland, the United Breakdown by region
States, Mexico, Belgium, Germany and China.
France metropolitan 34.5% 32.1% 31.1%
The tables below present the breakdown of employees by business
French overseas departments
segment, region and age bracket, as well as the breakdown of
and territories 0.4% 0.4% 0.4%
managers or equivalent (≥ 300 Hay points (1)). The breakdown by
gender and nationality is given in point 5.3.3.1 of this chapter. Rest of Europe 28.3% 26.1% 25.2%
Africa 9.4% 10.1% 9.9%
North America 6.7% 7.1% 7.1%
Latin America 11.8% 12.5% 11.8%
Asia 7.9% 10.5% 13.4%
Middle East 0.9% 1.0% 1.0%
Oceania 0.1% 0.2% 0.1%

(1) The Hay method is a unique reference framework used to classify and assess jobs level.

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Group registered headcount As of December 31, 2018 2017 2016


as of December 31, 2018 2017 2016
Total number hired on
Breakdown by age bracket permanent contracts 13,506 12,141 10,940
< 25 years 6.6% 6.9% 7.0% Women 39.5% 38.6% 36.9%
25 to 34 years 26.0% 26.4% 27.8% Men 60.5% 61.4% 63.1%
35 to 44 years 29.5% 29.9% 29.3% French 15.1% 9.7% 6.6%
45 to 54 years 24.1% 23.5% 22.7% Other nationalities 84.9% 90.3% 93.4%
> 55 years 13.8% 13.3% 13.2%
The regions that hired the most employees were Latin America
(36.7%), mainly in Brazil and Mexico (taking into account the high
The increase in the number of employees between 2017 and 2018 is
turnover rate in these countries), Europe excluding France (21.8%),
6.3% (6,183 employees). This is mainly due to the scope variation
France (15.7%) and North America (10.7%).
(addition of the 3,268 employees of Argedis included in the
consolidation scope and integration of nearly 4,000 employees In 2018, the consolidated Group companies hired 11,650 employees
following the acquisitions of notably Mærsk Oil and Direct Énergie) on fixed-term contracts, compared with 5,287 in 2017. This increase
as well as an increase of hirings. results from a scope variation due to the integration in 2018 in the
consolidation scope of Argedis, which business has a significant
Breakdown of managers or equivalent seasonality (service stations) and which involves hiring on temporary
as of December 31, 2018 2017 2016 contracts.
Total number of managers 30,340 28,369 29,243
As of December 31, 2018 2017 2016

Total number of departures (a) 12,458 13,111 11,058


The table below presents the breakdown by business segment of
the Group employees present (1). Deaths 110 90 90
Resignations 8,259 7,379 5,868
Breakdown by business
segment of the Group employees Negotiated departures, Dismissals 3,923 5,492 4,958
present as of December 31, 2018 2017 2016
Ruptures conventionnelles
Exploration & Production segment 12,801 13,023 13,975 (specific negotiated departures
in France) 166 150 142
Gas, Renewables & Power segment 12,011 11,492 12,841
Total departures/total employees 11.9% 13.3% 10.8%
Refining & Chemicals segment 49,883 47,985 50,442
(a) Excluding retirements, transfers, early retirements, voluntary departures and expiration
Refining & Chemicals 49,231 47,350 49,838 of fixed-term contracts.
Trading & Shipping 652 635 604
Marketing & Services segment 24,630 20,932 20,402 5.3.1.2 A responsible compensation policy
Corporate 2,512 2,433 1,951 The Group’s compensation policy applies to all companies in which
TOTAL S.A. holds the majority of voting rights. The aim of this policy
is to ensure external competitiveness and internal fairness, reinforce
TOTAL’s workforce movements
the link to individual performance, increase employee share ownership
Since the end of 2014, the oil & gas industry has experienced an and implement the Group’s Corporate Social Responsibility
economic downturn related in particular to the significant fall in oil commitments.
prices. In this difficult environment, TOTAL decided to protect its
A large majority of employees benefit from laws that guarantee a
workforce while limiting recruitment. In light of a more favorable
minimum wage, and, whenever this is not the case, the Group’s
economic environment, which nonetheless remains subject to the oil
policy ensures that compensation is above the minimum wage
price volatility, hiring resumed in 2018 and increased by 11.2%
observed locally. Regular benchmarking is used to assess
compared to 2017. This represents a total of 13,506 employees
compensation based on the external market and the entity’s
hired with permanent contract within the consolidated scope.
competitive environment. Each entity’s positioning relative to its
TOTAL implements a proactive policy of recruiting young people at reference market is assessed by the Human Resources Department
the start of their career, regardless of their job sector or background. of each business segment, which monitors evolutions in payroll,
The Group gives them the opportunity to forge a variety of career turnover and consistency with the market.
paths through tailored, continuous training programs designed to
Fair treatment is ensured within the Group through the widespread
improve long-term employability. This enables TOTAL to adapt to
implementation of a management job level evaluation (JL ≥ 10) (2)
structural and job sector changes.
using the Hay method which associates a salary range with each job
In addition, TOTAL hires more experienced profiles for more specific level. Performance of the Group’s employees (attainment of set
positions, while offering them long-term career prospects within the targets, skills assessment, overall evaluation of job performance) is
Group. evaluated during an annual individual review and formalized in
accordance with principles common to the entire Group.

(1) Employees present as defined in point 5.11.2 of this chapter.


(2) Job level of the position according to the Hay method. JL10 corresponds to junior manager (cadre débutant) ( ≥ 300 Hay points).

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Social challenges 5
The compensation structure of the Group’s employees is based on 5.3.1.3 A proactive policy to increase employee
the following components, depending on the country: shareholding and employee savings
— a base salary, which is subject to individual and/or general Employee shareholding, one of the pillars of the Group’s Human
salary-raise campaigns each year. The merit-based salary-raise Resources policy, is extended via three main mechanisms: the grant
campaigns are intended to compensate employees’ individual of performance shares, share capital increases reserved for
performance according to the targets set during the annual employees, and employee savings. In this way, TOTAL wishes to
individual review, including at least one HSE (Health, Safety, encourage employee shareholding, strengthen their sense of
Environment) target; and belonging to the Group and give them a stake in the Group’s
performance by allowing them to benefit from their involvement.
— an individual variable compensation starting at a certain level
of responsibility, which is intended to compensate individual Each year since 2005, TOTAL has granted performance shares to
performance (quantitative and qualitative attainment of previously many of its employees (approximately 10,000 each year since 2009).
set targets) and the employee’s contribution to collective The definitive granting of these shares depends on the fulfillment of
performance evaluated among others according to HSE targets performance conditions assessed at the end of a vesting period
set for each business segment, which represent up to 10% of extended to three years in 2013 (refer to point 4.3.4 of chapter 4).
the variable portion. In 2018, 86.7% of the Group’s entities (WHRS The 2018 plan approved by the Board of Directors of TOTAL S.A. in
scope) included HSE criteria in the variable compensation. March 2018 granted a 7% higher volume of performance shares
compared with the 2017 plan. Over 40% of plan beneficiaries had
Complementary collective variable compensation programs are
not received performance shares the previous year. More than
implemented in some countries, such as France, via incentives and
10,000 employees were concerned by this plan, over 97% of whom
profit-sharing that also incorporates HSE criteria. According to the
are non-senior executives.
agreement signed for 2018-2020 applicable to the oil and
petrochemicals (1) (scope of about 17,700 employees in 2018) sector TOTAL also invites employees of companies more than 50% owned
in France, the amount available for employee incentive is determined in terms of voting rights, and subscribing to the Shareholder Group
based on: Savings Plan (PEG-A) created in 1999 for this purpose, to subscribe
to share capital increases reserved for employees. Previously offered
— financial parameters (the Group’s return on equity as an absolute
every two years, share capital increases reserved for employees now
value and compared to four peers (2)),
take place annually. As a result, more than 60% of the Group’s
— the attainment of safety targets (injury rate and accidental deaths employees are shareholders. Depending on the offerings chosen and
in the oil and petrochemicals sector in France), the employees’ location, these operations are completed either
through Company Savings Plans (3) (FCPE) or by subscribing directly
— criteria assessed at the level of the entity to which the employees
for shares or for American Depositary Receipts (ADRs) in the United
belong, relating to employee commitment to priority areas
States.
identified by the Total Foundation program, which is driven mainly
by the Fondation d’entreprise Total in France, Pursuant to the authorization given by the Annual Shareholders’
— criteria relating to the performance of the entity in question
Meeting of June 1, 2018, the Board of Directors of TOTAL S.A. 5
approved, at its meeting on September 19, 2018, the principle of a
(production, sales volumes, gross margins, operating costs, etc.).
share capital increase reserved for employees to be completed
The Group also offers pension and employee benefit programs in 2019. This operation will concern approximately 100 countries.
(health and death) meeting the needs of the subsidiaries and the As in 2018, two offerings are proposed: a traditional scheme with a
Group’s standards. These programs, which supplement those that 20% discount and a leveraged scheme in all countries where
may be provided for by local regulations, allow each employee to: permitted by law. Employees will receive a matching contribution of
five free shares for the first five shares subscribed. The shares
— benefit, in case of illness, from coverage that is at least equal to
subscribed will give holders current dividend rights. The subscription
the median amount for the national industrial market;
period will close in mid-May 2019.
— save or accumulate income substitution benefits for retirement;
The previous operation took place in 2018. Over 40,000 employees
— arrange for the protection of family members in case of the in 94 countries took part in this share capital increase, which resulted
employee’s death via insurance that provides for the payment of in the subscription of 9,174,817 shares at a price of €37.20 per
a benefit recommended to equal two years’ gross salary. share.
These programs are reviewed on a regular basis and adjusted when Employee savings are also developed via the TOTAL Group
necessary. Savings Plan (PEGT) and the Complementary Company Savings Plan
(PEC), both open to employees of the Group’s French companies
that have subscribed to the plans under the agreements signed in
2002 and 2004 and their amendments. These plans allow
investments in a wide range of mutual funds, including the Total
Actionnariat France fund that is invested in TOTAL shares.
A Collective Retirement Savings Plan (PERCO) is open to employees
of the Group’s French companies covered by the 2004 Group
agreement on provisions for retirement savings. Other saving plans
and PERCO are open in some French companies covered by specific
agreements. Employees can make discretionary contributions in the
framework of these various plans, which the Group’s companies may
supplement under certain conditions through a matching contribution.
The Group’s companies in France made gross matching contributions
that totaled €70.8 million in 2018.

(1) i.e., the following companies in France: TOTAL S.A., Elf Exploration Production, Total Exploration Production France, Total Marketing Services, Total Marketing France, Total Additifs et
Carburants Spéciaux, Total Lubrifiants, Total Fluides, Total Raffinage-Chimie, Total Petrochemicals France, Total Raffinage France, Total Global Information Technology Services, Total
Global Financial Services, Total Global Procurement, Total Global Human Resources Services, Total Learning Solutions, Total Facilities Management Services and Total Consulting.
(2) ExxonMobil, Royal Dutch Shell, BP and Chevron.
(3) Total Actionnariat France, Total France Capital+, Total Actionnariat International Capitalisation, Total International Capital.

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5.3.2 Maintaining employees’ long-term employability

The Group’s policy in the field of training hinges on five major areas:
Maintaining employees’ long-term employability is another key
factor in the successful implementation of the Company project. — sharing TOTAL’s corporate values, particularly with respect to HSE,
In order to manage this risk, the Group operates a tailored ethics, leadership, innovation and digital technology;
training policy focused on two areas: facilitating skills acquisition
— supporting the development of existing activities and creating
in order to keep up with the development of job sectors and
new ones in order to achieve the Group’s ambitions;
technologies, and contributing to maintaining employees’
long-term employability. — increasing key skills in all business areas to maintain a high level
of operating performance;
— promoting employees’ integration and career development
The technical and commercial know-how of employees and their
through Group induction and training on management and
ability to manage large projects underpin the Group’s operational
personal development; and
excellence and are essential for the Group’s development. TOTAL
therefore offers tailored, continuous training programs aimed at — supporting the policy of mobility and diversity within the Group
enhancing employees’ skills and employability. These training courses through language and intercultural training.
form part of an approach based on improving skills and supporting
The Group’s training efforts remained strong in 2018, with 75% of
careers, including for employees moving between business segments
employees having attended at least one site training during the year.
and/or geographical region.
In 2018, there were 234,174 days of on site training, for a total
budget around €157 million.
For remote training, there were 30,128 people trained.

Average number of training days/year per employee (a) (excluding “Companion” apprenticeships) 2018 (b) WHRS 2017 WHRS 2016

On site training 2.8 3.0 3.2


Remote training 0.5 0.5 0.4
Group average 3.3 3.5 3.6

Average number of days/year of training per employee (a)


(on site and remote training, excluding “Companion” apprenticeships)
By segment
Exploration & Production segment 5.6 6.5 7.1
Gas, Renewables & Power segment 1.9 2.8 2.8
Refining & Chemicals segment 2.6 2.7 2.9
Refining & Chemicals 2.6 2.7 2.9
Trading & Shipping 1.7 2.3 1.9
Marketing & Services segment 3.4 3.3 2.7
Corporate 5.8 3.4 3.7

By region
Africa 4.8 5.3 5.8
North America 4.0 4.1 3.9
Latin America 3.5 2.8 3.0
Asia Pacific 4.2 4.4 4.3
Europe 2.7 3.1 3.0
Middle East 5.7 6.4 5.4
Oceania 3.6 0.5 0.5
French overseas departments and territories 0.8 2.7 1.8

Breakdown by type of training given


(on site training, excluding “Companion” apprenticeships and remote training)
Technical 35% 36% 38%
Health, Safety, Environment, Quality (HSEQ) 29% 28% 23%
Language 7% 7% 8%
Other (management, personal development, intercultural, etc.) 29% 28% 31%
(a) This number is calculated using the number of training hours, where 7.6 hours equal one day.
(b) As an exception to the reporting principles described in section 5.11 of this chapter, the 2018 training reporting scope was established on the basis of a constant perimeter compared
to 2017 and covers the results of 127 companies representing a total workforce of 83,514 employees. The column on 2018 training results also includes the specific situation of
2 companies that did not report their data in time in the training report and that were estimated based on the 2017 achievements.

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Social challenges 5
In addition, TOTAL has a technical training center, Oléum, which of the Group worldwide, as well as partners and external customers.
combines technical expertise and life-size technical learning In 2018, a platform was introduced enabling the delivery of the
platforms. The center operates on two sites in France (in Dunkerque certified Basic Offshore Safety Induction and Emergency Training
and La Mède), offering trainees a life-size Seveso environment and course. This certification is mandatory for all personnel working on
providing technical training in operations, maintenance, inspection, offshore platforms.
safety and more. Oléum welcomes interns from all sectors of activity

5.3.3 Ensuring a high level of commitment based on respect for each other,
health and well-being at work

TOTAL renewed its commitment to diversity, equal opportunities and


To ensure a high level of commitment from its employees,
economic and social performance by signing the new Diversity
the Group promotes Human Resources development based
Charter introduced by the “Les entreprises pour la cité” network in
on respect for each other, health and well-being at work.
France. By signing this new charter, TOTAL has reaffirmed its aim to
TOTAL’s approach is based on a number of levers. In addition
be a responsible employer. The Group was one of the 33 founding
to the organization of work and social dialogue, TOTAL aims
signatories of the charter when it was launched in 2004. In
to promote equal opportunities and diversity. It intends to ban
November 2018, within the European Round Table of Industrialists
all discrimination related to origin, gender, sexual orientation
(ERT) framework, TOTAL signed a pledge through which the
or identity, disability, age or affiliation with a political, labor or
signatories hope to strengthen the European movement to promote
religious organization.
Diversity and Inclusion.

Equal treatment for women and men


5.3.3.1 Promoting equal treatment of employees
and banning discrimination TOTAL is committed to respecting the principle of equal treatment
for women and men and promotes this fundamental principle and
Present in more than 130 countries, diversity is an integral part of the
Group’s DNA. Openness to the world, its cultures and differences is
ensures that it is correctly applied. Equal treatment for women and
men is promoted in the Group through a global policy of gender
5
a significant feature of TOTAL and is a key success factor. The Group
diversity, targets set by General Management, Human Resources
has long been involved in promoting equal opportunities and diversity,
processes that take the issue of gender into consideration,
and strives to promote an environment conducive to the expression
agreements in favor of a better work-life balance (such as the
and development of all employees’ potential.
agreement on remote working in France) and awareness-raising and
The diversity of its employees and management is crucial to the training actions.
Group’s competitiveness, innovative capacity and attractiveness.
TOTAL’s commitment spans from recruitment to the end of a career.
TOTAL works to develop its employees’ skills and careers while
It guarantees equal treatment for women and for men in the process
prohibiting any discrimination related to origin, gender, sexual
for identifying high-potential employees and appointing executives.
orientation or identity, disability, age or affiliation with a political, labor
In terms of compensation, specific measures have been set in place
or religious organization.
since 2010 to prevent and compensate for unjustified salary gaps.
This policy is supported at the highest level and promoted by the
The Group’s target for 2020 is:
Diversity Council, which is chaired by a member of the Group’s
Executive Committee. — women represent 25% of senior executives (they were
approximately 5% in 2004 and are 21.6% in 2018);
Each entity is responsible for creating a suitable work environment
so that they offer all employees the same career opportunities and — women represent more than 20% of Management Committees
can benefit from all of the skills and diverse approaches they bring. members (head office and subsidiaries) (they are 21.8% in 2018).
Promoting equal opportunity and diversity is part of a policy and has In order to increase the representation of women in Management
long been monitored. TOTAL was one of the pioneering Groups with Committees, at the end of 2018 the Executive Committee set a new
regard to diversity. It has prioritized two key components of diversity: target of 20% women members of Management Committees of
gender diversity and internationalization, aiming to offer women and branches and large operational divisions.
men of all nationalities the same career opportunities up to the highest
In terms of TOTAL S.A., TOTAL’s commitment took shape in 2016
levels of management. TOTAL has set itself targets to this end.
with the arrival of the President of the People & Social Responsibility
In addition to the components of gender diversity and division to the Group’s Executive Committee (7 people). With regard
internationalization, disability forms an integral part of the Group’s to diversity in the 10% of the highest management of the Company
diversity policy. Previously mainly deployed and coordinated in France, positions, the proportion of women equals 15%. At Group level,
the disability policy was rolled out internationally in October 2018 which is the most relevant perimeter considering TOTAL’s activities,
through the signing of the International Labour Organization (ILO) this proportion equals 21% (1).
Global Business and Disability Network Charter. In September 2018,

(1) Proportion calculated on the basis of 95,327 employees.

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TOTAL aims to hire women in proportions that reflect the percentages % of men 2018 2017 2016
of qualifications awarded by the higher education establishments in
Employees 64.9% 66.7% 67.6%
its business segments. The Group strives to promote the same
proportion of women and men with equivalent qualifications and Permanent contract recruitment 60.5% 61.4% 63.1%
experience within the overall population eligible for a specific
promotion.
Internationalization of management
To encourage young women to choose to study technical subjects,
With employees representing over 150 nationalities, TOTAL enjoys
TOTAL has been a partner of the “Elles bougent” organization in
broad cultural diversity and believes that it is important to promote
France since 2011, and served as honorary Chairman in 2015. Some
this at all levels of its activities. In 2018, 84.9% of employees hired by
130 female engineers regularly inform high-school girls about careers
the Group and 58.9% of managers hired were non-French nationals.
in science. Throughout the Group, female engineers and technicians
In 2018, the integration in the consolidation scope of companies
from all cultures are encouraged to give talks to high-school girls and
mainly present in France (such as Argedis, Direct Énergie and
female students to illustrate women’s contribution to the fields of
GreenFlex for instance) is partly responsible for the more
science and technology.
representation of French people in hires and Group employees.
Diversity is also promoted through action to change mentalities, and
The Group has set a target of having local managers representing
awareness, training and communication events are held regularly.
50% to 75% of the subsidiaries’ Management Committee members
Internal training courses such as “Managing your career as a woman”
by 2020 (they represented 52% in 2018 compared to 54% in 2017)
and “Managing diversity” are also available.
and non-French nationals representing 40% of senior executives
Through its mentoring activities and development workshops, the (having represented approximately 19% in 2004 and are 32.1% in
TWICE (Total Women’s Initiative for Communication and Exchange) 2018).
network also helps to develop the gender diversity policy. It aims to
Several measures have been put in place to internationalize the
promote the progression of women within the Group, particularly to
management population, including career paths to internationalize
management roles, and help women further their careers. Created in
careers, increasing the number of foreign postings for employees of
2006, it is currently in place in France and abroad (35 local networks)
all nationalities (approximately 4,000 employees representing more
and has over 3,200 members. Since 2010, nearly 610 women have
than 100 nationalities are posted in more than 100 countries), and
benefitted from the network’s mentoring program, in France and
integration and personal development training organized by large
internationally, and which helps them to better anticipate the key
regional hubs (for example, Houston, Johannesburg and Singapore).
phases of their careers.
The signing of agreements, international charters and commitments % of employees
relating to diversity is emblematic of the Group’s conviction at the of non-French nationality 2018 2017 2016
very highest level of decision-making.
Permanent contract recruitment 84.9% 90.3% 93.4%
Thus, in 2010, TOTAL signed the “Women’s Empowerment
Management (JL ≥ 10) recruitment (a) 58.9% 68.0% 75.3%
Principles – Equality Means Business” set out in the United Nations
Global Compact, and its commitment to equal opportunities and the Employees 66.2% 68.2% 69.0%
equal treatment of women and men is regularly embodied in
Managers (JL ≥ 10) (a) 56.6% 58.1% 58.8%
agreements that address the issue of diversity, such as the global
agreement signed in 2015 with IndustriALL, or the Global Deal to Senior executives 32.1% 28.9% 28.2%
which TOTAL has adhered more recently in 2017.
In 2016, TOTAL, along with 20 other oil and gas companies, got % of employees of French nationality 2018 2017 2016
involved at the World Economic Forum by signing “Closing the
Employees 33.8% 31.8% 31.0%
Gender Gap – a Call to Action”. This joint declaration is based on
seven action principles (leadership; expectations and goal setting; Permanent contract recruitment 15.1% 9.7% 6.6%
Science, Technology, Engineering and Mathematics (STEM) program;
(a) Job Level of the position according to the Hay method. JL10 corresponds to junior
clear responsibilities; recruitment, retention and promotion policies; manager (cadre débutant) (≥ 300 Hay points).
inclusive corporate culture; and work environment and work-life
balance) and two decisive drivers: more diverse recruitment and The inclusion of the teams from Mærsk Oil, the acquisition of which
greater openness of technical and management roles to women. was finalized in March 2018, explains the increase in international
employees on local Management Committees and senior executives
In the same vein, the Chairman and Chief Executive Officer chaired
of non-French nationality.
the 15th edition of the Entretiens de Royaumont discussion forum at
the end of 2018, on the subject of “Being a woman”.
Measures promoting the employment
and integration of people with disabilities
% of women 2018 2017 2016
The integration and job retention of people with disabilities are
Permanent contract recruitment 39.5% 38.6% 36.9%
covered by specific measures incorporated into the Group’s diversity
Management (JL ≥ 10) (a) recruitment 31.9% 31.9% 29.7% policy.
Employees 35.1% 33.3% 32.4% In France, for over 20 years, TOTAL has implemented its policy to
promote the employment of people with disabilities by signing
Managers (JL ≥ 10) (a) 27.7% 26.3% 25.5%
agreements with employee representatives. Three framework
Senior executives 21.6% 21.1% 19.9% agreements signed for three years (2016-2018) with the French
representative unions and approved by the government (DIRECCTE
(a) Job Level of the position according to the Hay method. JL10 corresponds to junior
manager (cadre débutant) (≥ 300 Hay points).
92) set out the commitments of the Group’s French companies with
regard to occupational integration of people with disabilities. The
average Group employment rate of people with disabilities in France
(direct and indirect employment) was 5.19% in 2017 (1) (compared
to 5.16% in 2016 and 4.99% in 2015). These agreements will be
renegotiated in 2019.

(1) The percentage for 2018 is not available at the date of publication of this Registration Document.

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The agreements in force are based on three major priorities: In Africa, the Young Graduate Program run by the Marketing &
Services segment offers graduates below the age of 25 an 18-month
— professional support throughout the employee’s career;
work placement. The program is split into two phases consisting of
— an integration and professional training plan; work experience at a subsidiary in the young person’s home country
followed by an assignment in another country. Since the program
— the development of agreements and partnerships with the
was launched in 2014, over 350 young people have taken this
disabled and protected employment sectors (ESAT and EA).
opportunity to improve their employability. The Young Graduate
TOTAL promotes recruitment of people with disabilities as well as Program aims to reach the milestone of 500 graduates registered by
indirect employment by purchasing from the protected employment 2020.
sector as part of its responsible procurement. At the same time, the
Volontariat International en Entreprise (VIE) is an international
Group takes various types of action:
internship program that offers young graduates aged between 18
— internally: integration, professional training, support and job and 28, from France or other European Economic Area member
retention, communication, awareness actions and sessions states, professional internship within an affiliate and abroad for a
organized for managers and all the teams, as well as for Human maximum of 24 months. The program has been in operation within
Resources managers; the Group since 2002, and over 1,700 young people have benefited
from it to date.
— externally: information and advertising aimed at students,
cooperation with recruitment agencies, attendance at specialized
Other anti-discrimination measures
forums, partnerships with schools and universities.
Large-scale initiatives aimed at raising employees’ awareness of
TOTAL’s Disability Program is a structure within the Diversity department
diversity are organized on a regular basis.
of the Group’s Human Resources division. It is responsible for leading
the disability policy and relies on a network of expert contacts within In October 2018, the Diversity Council, chaired by a member of the
the establishments. Executive Committee, met in Paris. A year-end 2017 review was
performed and areas for action were identified to ensure that the
Internationally, the Group’s actions to support employees with
goals set for 2020 are achieved, particularly in terms of the
disabilities took on a new dimension at the end of 2018, with the
appointment, recruitment, feminization and internationalization of the
ambition of going beyond the legal requirements in all of the countries
Group’s senior executives.
where it operates. This aim was embodied by the signing of the
International Labour Organization (ILO) Global Business and Disability The Group signed the LGBT (lesbian, gay, bisexual and transgender)
Network Charter in October 2018. To date, 40 subsidiaries have Charter in 2014. Prepared by the “L’Autre Cercle” association, it
voluntarily signed up to the scheme and have set goals for the next establishes a framework for combating discrimination related to
two years on the basis of the five principles identified as priorities by sexual orientation or identity in the workplace in France.
the Group: respect and promotion of rights, policy and practice of
TOTAL has written a practical guide to religion in the Group to offer
non-discrimination, accessibility, job retention and confidentiality. The
first stage of implementation took place in December 2018, on
concrete answers to employees’ questions about religion in the
workplace and to promote tolerance of everyone’s beliefs, while
5
International Day of Persons with Disabilities, giving the participating
respecting differences at the same time. The guide, which was posted
subsidiaries the opportunity to share internal best practices and learn
on the Group’s intranet site in March 2017, offers the keys to
from the ILO network and other companies’ experiences.
understanding different beliefs, so that everyone can better
In addition, TOTAL supports organizations such as the Association comprehend them in their everyday activities.
Total Solidarité Handicap (ATSH), which was formed in 1975 by
employees with children with disabilities. ATSH provides discreet, 5.3.3.2 Measures to meet the specific requirements
confidential moral and financial support, helps with paperwork and of the organization of work
practical assistance to current and retired employees of the Group
The Group’s activities are varied and, depending on the segments,
and their dependents in France who are affected by disability. It
require the implementation of specific regimes for the organization of
currently has over 350 members, a third of whom received help from
work, such as the “shift” regime (1) and the “rotational” regime (2). Most
the association in 2018.
shift workers are employed in the Refining & Chemicals, Marketing &
Services and Gas, Renewables & Power segments, while the
Commitment to promote the professional
rotational regime mainly concerns the Exploration & Production
integration of young people
segment.
TOTAL is committed to promoting the professional integration of
The average work week is determined in accordance with applicable
young people, thus increasing their employability. It believes that for
local law and limits set by International Labour Organization (ILO)
maximum impact, this issue must be tackled as early as possible in
conventions. Excluding specific regimes, it is less than 40 hours in
the education system, and has therefore put in place targeted actions
most subsidiaries located in Europe, Japan and Qatar. It is 40 hours
tailored to the specific context of the countries where they are
in most subsidiaries located in Asian, African and North American
implemented.
countries. It is above 40 hours, without exceeding 48 hours, in
In France, TOTAL’s target is to have 50% of secondary education subsidiaries located in Latin America (mainly Argentina, Brazil,
internships offered to disadvantaged youths. Since 2018, this has Mexico), a few countries in Asia (Cambodia, India, Philippines) and
been implemented in the Paris region. Africa (mainly South Africa, Equatorial Guinea and Morocco).
TOTAL recruited nearly 5,000 interns in France over the 2016-2018 The challenges involved in the organization of work are many and
period, corresponding to 5% of the workforce in France. As of 2019, varied depending on the regions of the world where the Group
the Group is committed to continuing with the scheme in the long operates, and the applicable local law. The Group entities put in
term. In addition, indicators reflecting TOTAL’s priority commitments place measures to meet the specific requirements of the organization
in relation to gender diversity, disability and the professional integration of work and promote, where possible, a good work-life balance. For
of disadvantaged youths will be set up to improve monitoring. example, remote working has been in place in France since 2012.

(1) For employees providing a continual activity with relays between teams to maintain production (two or three 8-hour shifts), for example in plants or refineries.
(2) For employees working at a location (town or worksite) far from their place of residence with alternating periods of work and rest.

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As of December 31, 2018, the number of remote workers in France Responsibility (CSR) standards and guarantees worldwide for
(WHRS scope) was 1,371, 34.5% of whom were men (representing subsidiaries in which it has more than a 50% stake (occupational
473 men), compared to 952 in 2017 and 746 in 2016. health and safety, human rights in the workplace, enhancement of
the dialogue with employees, life insurance, professional equality,
WHRS WHRS WHRS
societal responsibility and assistance with organizational changes).
2018 2017 2016
In addition, the Group ensures that the principles of the agreement
% of companies offering the option on health, safety and human rights are disclosed to and promoted
of remote working 25.8% 24.1% 18.5% among its service providers and suppliers. The implementation of
this agreement is monitored annually with representatives who are
% of employees involved in remote
members of trade unions affiliated with the IndustriALL Global Union
working of those given the option 5.0% 4.1% 3.4%
and appointed by this federation. Two follow-up meetings were
therefore held in July 2017 and 2018 to assess the implementation
In addition, as part of a global approach to preventing and managing of the agreement and identify areas for improvement and actions to
employee absenteeism, the sickness absenteeism rate is one of the be taken. The aim is to maintain the partnership and renegotiate the
indicators monitored under the WHRS: agreement for 2019 and beyond.
WHRS WHRS WHRS In December 2017, TOTAL also joined the worldwide Global Deal
2018 2017 2016 initiative, a multi-stakeholder partnership that aims to incite
governments, companies, unions and other organizations to make
Sickness absenteeism rate 3.0% 2.4% 2.4%
concrete commitments to favoring dialogue with employees. The
Global Deal promotes the idea that effective social dialogue can
The sickness absenteeism rate evolves notably due to the integration contribute to decent work and quality jobs and, as a consequence,
of new companies in the consolidated scope. to more equality and inclusive growth from which workers, companies
and civil society benefit.
5.3.3.3 Promoting social dialogue
As a company that listens to the people who work for it, TOTAL
Social dialogue is one of the pillars of the Company project. It includes continues to build on its Company project, One Total, through a
all types of negotiations, consultations or exchanges of information participative approach that engages employees. This approach was
between the Group entities, the employees and their representatives illustrated in 2016 by the involvement of employees in a reflection of
about economic and social issues and related to the life of the the Group’s ambitions and values. This was followed in 2018 by the
company. The subjects covered by dialogue with employees vary One Total, Be Simple collaborative campaign focusing on employees’
from company to company, but some are shared throughout, such day-to-day lives, with simplification having been identified as the key
as health and safety, work time, compensation, training and equal area in which progress must be made in order to achieve the Group’s
opportunity. ambition. Employees were able to express their opinions on the
theme of simplification, share ideas for solutions and discuss the
The Group strives to maintain this dialogue at both a local level and
issues with each other through a dedicated collaborative platform.
at the head offices or centrally, as well as through its membership of
bodies and the signing of agreements. In addition, every two year, TOTAL carries out an internal survey
(Total Survey) among its employees to gather their views and
Among the numerous stakeholders with which TOTAL maintains
expectations with regard to their work situation and perception of
regular dialogue, the Group’s employees and their representatives
the Company, locally and as a Group. The results of the last survey
have a privileged position and role, particularly in discussions with
conducted in 2017 among 70,000 employees in 124 countries
the management teams. In countries where employee representation
demonstrated that employees have a commitment rate of 78% and
is not required by law (for example in Myanmar and Brunei), the
that 85% of them are proud to work for TOTAL.
Group companies strive to set up such representation. There are
therefore employee representatives in the majority of Group WHRS WHRS WHRS
companies, most of whom are elected. 2018 2017 2016

At European level, the European Committee enables the provision of % of companies with
information and discussions about the Group’s strategy and social, employee representation 80.5% 78.9% 78.5%
economic and financial situation, as well as on matters relating to
% of employees covered
sustainable development, environmental and societal responsibility,
by collective agreements 71.5% 73.1% 68.9%
and safety. It examines any significant proposed organizational
change concerning at least two companies in two European Number of active agreements signed
countries, to express its opinion, in addition to the procedures initiated with employee representatives
before the national representative bodies. A new agreement was worldwide 316 256 330
reached in July 2017 that contains some innovative measures of which in France (a) 190 160 245
allowing for better dialogue with the members of the European
Committee (field safety visits and learning expeditions to discuss the (a) Some agreements cover several companies at once (for example, agreements in the
Social and Economic Units -Unités Économiques et Sociales- or agreements in groups
Group’s strategy directly on site). of companies).
Globally, social dialogue is embodied through the signing of various
agreements. In 2015, TOTAL signed an agreement with the worldwide The number of employees covered by collective agreements has
trade union federation, IndustriALL Global Union, which represents increased in 2018: they were 62,628 in 2017 and 66,822 in 2018
50 million employees in 140 countries. Under this agreement, the within the WHRS scope.
Group made a commitment to maintain minimum Corporate Social

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5.4 Personal health and safety challenges

TOTAL places safety at the heart of its ambition to be a responsible TOTAL conducts its operations on the basis of its Safety Health
company. The measures and indicators used to manage the Group’s Environment Quality Charter (available at total.com). It forms the
activities are based on this fundamental value, in accordance with common foundation for the Group’s management frameworks, and
the strictest standards, particularly relating to health. sets out the basic principles applicable to safety, security, health, the
environment, quality and societal commitment. This Charter is
Given the specific nature of its activities, the Group’s operations give
implemented at several levels within the Group through its
rise to occupational health and safety risks for its employees and the
management systems. Group directives and rules define the minimum
personnel of external contractors. In addition, some of the products
requirements expected in these areas. General specifications, guides
marketed by TOTAL pose potential risks to the health and safety of
and manuals are the documents used to implement these directives
consumers. The Group therefore aims to meet its obligations with
and rules. The Group’s framework is available to all employees.
regards to information and prevention in order to minimize the risks
throughout the life cycle of its products. Since 2013, the Group’s business segments have increased their
efforts regarding the frameworks of the HSE management systems
in order to provide greater overall Group-wide consistency, while at
The Group has therefore identified its main personal health and the same time respecting the businesses’ specific characteristics.
safety challenges: The One MAESTRO (Management and Expectations Standards
Toward Robust Operations) reference framework, which focuses on
— preventing occupational accidents;
HSE issues and is common to all of the business segments, has
— preventing occupational health risks through improved been gradually rolled out since 2018. This reference framework
assessment; stipulates that HSE audits must be carried out every three to
five years on all assets, activities and sites operated by the
— minimizing the risks throughout the life cycle of products to
Group’s entities and subsidiaries (1), which must also perform a
prevent consumer health and safety risks.
self-assessment at least every two years. The Group’s HSE audit
protocol is based on this framework and contains all of the
To address its challenges, TOTAL relies on the HSE division, which
requirements of ISO 14001:2015 and ISO 45001:2018. The audit
protocol is applied in full during self-assessments and according to a
5
forms part of the People & Social Responsibility division, whose
risk-based approach during audits.
President is a member of the Executive Committee.
The Group’s entities and subsidiaries holding an interest in
In line with the multiple situations encountered in the field, the HSE
non-operated assets endeavor to promote the Group HSE
division coordinates the promotion and implementation of new
requirements and best practices and to adopt similar requirements
policies to support the various HSE departments of the Group’s
by the operator. This promotion process can be exercised during
entities and subsidiaries to enable them to prevent or mitigate risks.
board meetings, technical assistance contracts or through audits
Indicators are monitored so that the Group’s actions in relation to
when they are part of the shareholders’ agreements.
personal health and safety can be continuously adapted.

5.4.1 Preventing occupational accidents

The Group’s personal safety policy covers three main areas: Indicators defined according to an internal procedure measure the
preventing occupational accidents, preventing transport accidents, main results. In addition to its aim of zero fatalities in the exercise of
and preventing accidents linked to technological risks, such as fires its activities, the Group has set the target of continuously reducing
and explosions. It relates to all employees of Group subsidiaries, the TRIR (2) and, for 2018, of keeping it below 0.9 for all personnel
employees of external contractors working on these entities’ sites as (Group and External Contractors).
well as employees of transport companies under long-term contracts.
The safety results are monitored with the same vigilance for all.

(1) Excluding Hutchinson and SunPower, which have their own reference frameworks. Hutchinson also has its own audit protocol.
(2) TRIR: Total Recordable Injury Rate.

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Safety indicators 2018 2017 2016 Regarding road transport, for many years the Group has been
monitoring the number of severe road accidents involving its
TRIR (a): number of recorded
employees and those of external contractors. The actions taken have
injuries per million hours
reduced the number of severe accidents between 2016 and 2018
worked – All Personnel 0.91 0.88 0.91
by 33%. Work began in new areas in 2018, particularly relating to the
Group company employees 0.82 0.89 0.83 use of new technologies in accident prevention (defining a new
standard for the light vehicles used, driver fatigue detection) and the
External contractors employees (b) 1.01 0.88 0.99
assessment of the driver support and assistance systems offered by
LTIR (c): number of lost time manufacturers (automatic emergency braking, lane keeping assist,
injuries per million hours lane change assist, etc.).
worked – All Personnel 0.59 0.58 0.51
Number of severe road accidents (a) 2018 2017 2016
SIR : average number of days lost
(d)

per lost time injury 26 28 (e) 30 (e) Light vehicles and public transport (b) 7 11 9
Number of occupational fatalities 4 1 1 Heavy goods vehicles (b)
23 26 36
(a) TRIR: Total Recordable Injury Rate. (a) Overturned vehicle or other accident resulting in the injury of a crew member (declared
(b) As defined in point 5.11.4 of this chapter. incident).
(c) LTIR: Lost Time Injury Rate. (b) Vehicles on long-term contract with the Group (> 6 months).
(d) SIR: Severity Injury Rate.
(e) Excluding Saft Groupe.
With regard to air transport, a carrier selection process exists to limit
the risks relating to travel by Group and external contractor’s
The Group’s safety efforts over more than 10 years have resulted in a
employees, if their journey is organized by the Group. This process is
significant improvement in the TRIR and LTIR. Performance has
based on data provided by recognized international bodies: the
stabilized since 2016, mainly due to acquisitions and disposals of
International Civil Aviation Organization (ICAO), the IATA Operational
assets or subsidiaries. The gradual implementation of the One
Safety Audit (IOSA), the International Association of Oil and Gas
MAESTRO framework aims to strengthen the Group’s safety culture
Producers (IOGP), and civil aviation authority recommendations.
and create a new drive to improve safety results. Despite the
Airlines that do not have a rating from an international body are
measures put in place, in 2018 three accidents resulted in the death
assessed by an independent body commissioned by the Group.
of four employees working for external contractors: one during road
transport in Ethiopia, one during a handling operation in the Republic With regard to technological risks (also known as “major” industrial
of the Congo, and two during an operation to recommission a fuel risks), the risk analysis and prevention actions are described in point
storage tank in Egypt. 5.5.2 of this chapter.
Generally, an analysis is launched in response to any type of accident Whatever the nature of the accident, prevention actions rely on all
whatsoever. The method and scope of the analysis depend on the employees abiding by the Group’s safety policies. These are
actual or potential severity of the event. Consequently, a near miss disseminated through training courses aimed at the various groups
with a high severity potential is treated as a severe accident, and its of employees (new arrivals, managers, senior executives, etc.),
analysis is considered an essential factor of progress. Depending on including:
its relevance to the other Group entities, it triggers a safety alert and
— Safety Pass: These safety induction courses were started on
the distribution of a feedback form, depending on the circumstances.
January 1st, 2018, for new arrivals at the Group. Various courses
Regarding occupational safety, since 2010, the basic rules to be exist depending on the position held, and cover the Company’s
scrupulously followed by all personnel, employees and contractors major risks, the risks linked to the activities on site as well as
alike, in all of the Group’s businesses worldwide, are described in the those linked to the workplace. The theoretical content is
document “Safety at Work: TOTAL’s Twelve Golden Rules”, which supplemented by practical “life-saving” training sessions;
has been widely circulated within the Group.
— HSE for Managers aimed at operational or functional managers
The aim of the Golden Rules is to set out simple, easy-to-remember who are currently or will in the future be responsible within one of
rules that cover a large number of occupational accidents. In addition, the Group’s entities. Sessions are offered on all of the continents
further rules can be found in the One MAESTRO HSE framework, where TOTAL operates. Seven sessions were held in 2018 with
the business segment frameworks and the subsidiary frameworks. 305 managers participating;
According to the Group’s internal statistics, in more than 44% of — HSE Leadership for Group Senior Executives focused on safety
severe incidents or near misses with high severity potential in the leadership. Its objective is to give senior executives the tools to
workplace, at least one of the Golden Rules had not been followed. communicate and develop a safety culture within their
The proper application of these Golden Rules, and more generally of organization. This course is currently being updated, and a pilot
all occupational safety procedures, is verified through site visits and session in the new format will be held in early 2019. The target is
internal audits. The Stop Card system, which was set up in 2015, for all senior executives to have taken the new module within
also enables any employee of the Group or an external contractor to three years.
intervene if any of the Golden Rules is not being followed. In addition,
As TOTAL’s core value, Safety has been a component of the Group’s
in 2016, the HSE department created a unit bringing together the
employee compensation policy since 2011. A portion of the variable
reference persons on high-risk operations (work at height, lifting,
compensation received by employees, as well as by senior executives
high-pressure cleaning, excavations, etc.) in order to consolidate
and the Chairman and Chief Executive Officer, depends on the
in-house knowledge and relations with contractors.
achievement of HSE targets (refer to point 4.3.2 of chapter 4 and
The reporting of anomalies and near misses (approximately point 5.3.1 of this chapter).
600,000 per year) is strongly encouraged on a daily basis and is
With regard to security, the Group has put in place means to analyze
permanently monitored. The ability of each employee to identify
threats and assess risks in order to take preventive measures to limit
anomalies or dangerous situations is one of the measures of the
its exposure to security risks in the countries where it operates.
employees’ involvement and vigilance in accident prevention and
reflects the safety culture within the Group. In 2016, the Group HSE
Department also created a unit aimed at providing support for sites
to improve their safety culture upon their request.

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5.4.2 Preventing occupational health risks through improved assessment

With regard to prevention of occupational health risks, the Group Regarding the priority commitment to training, a fully updated PSR
implements a policy that defines the risk assessment methodology pack aimed at entity managers, prevention contributors and
to be applied by all Group entities and subsidiaries. The associated managers was finalized in 2018. Approved by international experts,
Group directive stipulates that the assessment includes chemical, it has now been translated into 11 languages and is the core material
physical, biological, ergonomic and psychosocial risks, and that it for training on this subject. The pack consists of two guides: a
must result in the design and roll-out of an action plan. In addition, it methodological guide for entity managers and anyone with a role in
requires that each Group entity sets out a formal medical monitoring PSR prevention, and a practical guide for managers to raise
procedure taking into account the requirements under local law awareness of the importance of the quality of life at work as a key
(frequency, type of examination, etc.) and the level of exposure of its factor in preventing PSRs. It also aims to support them in the
personnel to the various risks. day-to-day management of their teams in the event of difficulties,
risky situations and crisis situations.
To complement this program, the Group has set up an employee
health observatory. The aim is to monitor the health of a sample of On a broader level, TOTAL is helping to promote individual and
employees in order to identify the emergence of certain illnesses collective health programs in the countries where it operates,
and, if applicable, suggest appropriate preventive measures. The including vaccination campaigns and screening programs for certain
data is gathered anonymously during medical examinations and diseases (AIDS, cancer, malaria, etc.) for employees, their families
covers approximately 12% of Group employees worldwide. and local communities. Action is also taken regularly to raise awareness
of lifestyle risks (anti-smoking and anti-drinking campaigns, etc.).
The Group also has a Medical Advisory Committee that meets
regularly to discuss key health issues relating to the Group’s activities. The Group has put in place the following indicators to monitor the
It decides whether there is a need for additional health protection performance of its program:
strategies to be implemented. It consists of external scientific experts
and also brings together the Group’s senior executives and Health indicators (WHRS scope) 2018 2017 2016
stakeholders concerned by these issues.
Percentage of employees with
In terms of prevention, the Group has decided to make psychosocial specific occupational risks benefiting
risk prevention a priority commitment. In 2018, the Group identified
four areas of progress worldwide:
from regular medical monitoring (a) 98% 98% 99% 5
Number of occupational illnesses
— a minimum level of awareness and training for all; recorded in the year (in accordance
with local regulations) 154 143 108
— a system for measuring stress and the quality of the social
climate, facilitating the production of action plans; (a) As an exception to the reporting principles described in section 5.11 of this chapter, the 2018
rate does not include a company that did not report its data in time for the 2018 WHRS.
— a system for listening to and supporting employees in difficult
situations; Reporting on occupational illnesses covers only the Group’s
personnel (WHRS scope) and illnesses reported according to the
— coordination of actions and monitoring of indicators.
regulations applicable in the country of operation of each entity.
A Quality of Life at Work and Health working group was set up in
Musculoskeletal disorders, the main cause of occupational illnesses
September 2018 to coordinate and ensure the effectiveness of all of
in the Group, represented 69% of all recorded illnesses in 2018,
the actions taken. Led by the Group Human Resources division, all
against 68% in 2017. Therefore, in addition to ergonomic risk
of TOTAL’s business segments are represented, particularly the
assessments and the gradual training of personnel on its sites, the
international medical department. Its first task is to create and roll
annual Group Industrial Hygiene Day in December 2017 was on the
out a Worldwide Psychosocial Risk (PSR) Prevention program that
theme of Ergonomics and Musculoskeletal disorders.
addresses the four areas for progress.
The annual Group Industrial Hygiene day held in September 2018
was dedicated to asbestos and refractory ceramic fibers.

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5.4.3 Minimizing the risks throughout the life cycle of products


to prevent consumer health and safety risks

Unless certain precautions are taken, some of the products marketed for marketing the Group’s products worldwide in order to reduce
by TOTAL pose potential consumer health and safety risks; the Group potential risks to consumer health and the environment. TOTAL
therefore aims to meet its obligations with regard to information identifies and assesses the risks inherent to its products and their
and prevention in order to minimize the risks throughout its products’ use. The material safety data sheets (MSDS) that accompany the
life cycle. products marketed by the Group (in at least one of the languages
used in the country) as well as product labels are two key sources of
TOTAL’s health and products directive sets out the minimum
information. All new products comply with the regulatory requirements
requirements to be observed by the Group’s entities and subsidiaries
in the countries and markets for which they are intended.

5.5 Environmental challenges

TOTAL places the environment at the heart of its ambition of being a To address its challenges, TOTAL relies on the HSE division, which is
responsible company. In light of the specific nature of its activities, part of the People & Social Responsibility division, whose President
the Group’s operations pose risks for which TOTAL develops is a member of the Executive Committee. In particular, the HSE
structured management systems. division is tasked with defining the HSE strategy and policies of the
Group in line with the business challenges and the One Total
Company project.
The Group has therefore identified its main environmental
The HSE division manages in an integrated manner the
challenges:
environmental, security, health and societal challenges associated
— preventing incident risks connected to major industrial with the Group’s operations. It coordinates the implementation of the
events; Group’s Health, Safety, Environment and Quality charter, which
incorporates these challenges, by defining and monitoring the
— limiting its environmental footprint by managing energy
implementation of the One MAESTRO reference framework. This
consumption, emissions in natural environments (water, air,
reference framework is described in detail in point 5.4 of this chapter.
soil) and use of natural resources;
Environmental indicators have been monitored for many years in
— not to harm biodiversity and ecosystems during projects
order to constantly adapt the Group’s environmental protection
and operations especially when situated in sensitive natural
measures, which are presented in this section.
environments;
— limiting its production of residual waste by supporting the
circular economy.

5.5.1 General policy and environmental targets

TOTAL considers respect for the environment to be a priority. Quality Charter and the Group’s additional commitments are respected.
All employees, at every level, must do their utmost to protect the Group steering bodies, led by the HSE division, are tasked with:
environment as they go about their work. TOTAL strives to control its
— monitoring TOTAL’s environmental performance, which is
energy consumption, its emissions in natural environments (water, air,
reviewed annually by the Executive Committee, for which
soil), its residual waste production, its use of natural resources and
multi-annual improvement targets are set;
its impact on biodiversity. With regards to the environment, TOTAL
takes a constructive approach that is based on transparency and — handling, in conjunction with the business segments, the various
dialogue when communicating with its stakeholders and third parties. environment-related subjects of which they are in charge; and
To this end, the HSE division and the HSE departments within the — promoting the internal standards to be applied by the Group’s
Group’s entities seek to ensure both applicable local regulations and operational entities.
internal requirements resulting from the Safety Health Environment

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The Group’s environmental targets (a): What has been accomplished:
— decrease SO2 air emissions by 50% between 2010 and 2020; — more than 50% reduction in SO2 air emissions reached
since 2017;
— maintain hydrocarbon content of water discharges below
30 mg/l for offshore sites and below 15 mg/l for onshore and — 100% of the Group’s oil sites have met the target for the
coastal sites; quality of onshore discharges since 2016 and 96% of the
Group’s oil sites have met the target for the quality of offshore
— valorize more than 50% of the waste produced by the sites
discharges in 2018;
operated by the Group.
— more than 50% of the waste produced by the sites operated
Moreover, the Group is committed to:
by the Group was valorized in 2018;
— systematically develop biodiversity action plans for production
— 5 biodiversity action plans deployed or in preparation in 2018;
sites located in protected areas (1);
— no oil and gas exploration or production activity in the area of
— not conducting oil and gas exploration or production operations
natural sites listed on the UNESCO World Heritage List (2);
in the area of natural sites listed on the UNESCO World
Heritage List (2); — no exploration activity in oil fields under sea ice in the Arctic.
— not conducting exploration in oil fields under sea ice in the
Arctic.
(a) For the climate change targets, refer to point 5.6 of this chapter.

The Group’s internal requirements state that the environmental All investment, divestment or acquisition projects which are submitted
management systems of its operated sites that are important for the to the Executive Committee for approval are assessed and reviewed
environment (3) must be ISO 14001 certified within two years of with regards to their risks and impact, particularly environmental,
start-up of operations or acquisition: 100% of these 71 sites were in before the final investment decision is made.
conformity in 2018. Beyond these internal requirements, at the end
TOTAL seeks to ensure that all employees share its environmental
of 2018, a total of 264 sites operated by the Group were
protection requirements. Employees receive training in the required
ISO 14001 certified. In 2018, the Moho Nord site (Republic of the
skills. TOTAL also raises employee awareness through internal
Congo) has been ISO 14001 certified.
communication campaigns (e.g., in-house magazines, intranet,
posters).

5.5.2 Preventing incident risks


5

To prevent incident risks and, in particular, major industrial events, This approach first sets out an analysis of the risks related to the
TOTAL carries out periodic risk assessments and implements Group’s industrial operations, on each site, based on incident
adapted risk-management policies and measures. scenarios for which the probability of occurrence and the severity of
the consequences are assessed.
The Group has management structures and systems that present
similar requirements and expectations across all the entities. TOTAL Second, based on these parameters, a prioritization matrix is used
strives to minimize the potential impacts of its operations on people, to determine whether further measures are needed in addition to
the environment and property through a major technological risk compliance with the Group’s standards and local regulations. These
management policy. This management draws on a shared approach mainly include preventive measures but can also include mitigation
in all segments that includes, on the one hand, risk identification and measures.
analysis, and on the other hand, the management of these risks.
The management of major technological risks also hinges on:
This structured approach applies to all of the Group’s operated
— staff training and raising awareness;
businesses exposed to these risks. In addition to its drilling and
pipeline transport operations, the Group has at the end of 2018 — a coherent event reporting and indicators system;
195 sites and operating zones exposed to major technological risks,
— systematic, structured serious event analysis, particularly to learn
which could cause harm or damage to people, property and the
lessons in terms of design and operation;
environment, corresponding to:
— regularly tested contingency plans and measures.
— all the offshore and onshore operating activities in Exploration &
Production; and In terms of monitoring indicators, the Group reports the number of
Tier 1 and Tier 2 events as defined by the API and the IOGP. The
— the Seveso classified industrial sites (upper and lower threshold)
Group set itself a loss of primary containment target of under 100
and their equivalents outside the EU (excluding Exploration &
(Tier 1 and Tier 2) in 2018.
Production).

(1) Sites located in an IUCN I to IV or Ramsar convention protected area.


(2) Natural sites included on the UNESCO World Heritage List of December 31, 2017.
(3) Sites that emit more than 30 kt CO2e per year.

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The target is slightly exceeded due to the inclusion of new entities in Oil spill preparedness 2018 2017 2016
the reporting scope. In addition to the 103 Tier 1 and Tier 2 operational
Number of sites whose risk analysis
events indicated in the table below, the Group recorded four Tier
identified at least one risk of major
1 events and one Tier 2 event due to sabotage or theft in 2018.
accidental pollution to surface water (a) 126 126 143
Loss of primary containment (a) 2018 2017 (b) 2016 (b) Proportion of those sites with an
operational oil spill contingency plan 99% 91% 99%
Loss of primary containment (Tier 1) 30 28 38
Proportion of those sites that have
Loss of primary containment (Tier 2) 73 75 101
performed at least one oil spill
Loss of primary containment response exercise during the year 86% (b) 95% 89%
(Tier 1 and Tier 2) 103 103 139
(a) The variation of the number of sites between 2016 and 2018 is due to perimeter variation.
(a) Tier 1 and Tier 2: indicator of the number of loss of primary containment events, with (b) Decrease in 2018 compared to 2017 corresponds mainly to two subsidiaries where
more or less significant consequences, as defined by the API 754 (for downstream) and equipment was being refurbished in 2018.
IOGP 456 (for upstream) standards. Excluding acts of sabotage and theft.
(b) Excluding TEP Barnett in 2016 and 2017. In the event of accidental pollution, the Group companies can call on
in-house human and material resources (Fast Oil Spill Team, FOST)
In accordance with industry best practices, TOTAL also monitors
and benefit from assistance agreements with the main third-party
accidental liquid hydrocarbon spills of more than one barrel. Spills
organizations specialized in the management of hydrocarbon spills.
that exceed a predetermined severity threshold (in terms of volume
spilled, toxicity of the product in question or sensitivity of the natural Since 2014, subsea capping and subsea containment equipment
environment affected) are reviewed on a monthly basis and annual that can be transported by air has been strategically positioned at
statistics are sent to the Group Performance Management different points of the world (South Africa, Brazil, Norway and
Committee. All large spills are followed by corrective actions aimed Singapore) in order to provide solutions that are readily available in
at returning the environment to an acceptable state as quickly as the event of oil or gas eruptions in deep offshore drilling operations.
possible. Due to their unpredictable nature, there is no quantitative From these locations, the equipment can benefit TOTAL’s operations
target for accidental hydrocarbon spills. Nevertheless, changes in worldwide. This equipment was developed by a group of nine oil
the number of spills are observed and analyzed. companies, including TOTAL, and is managed by Oil Spill Response
Ltd (OSRL), a cooperative dedicated to the response to marine
Accidental hydrocarbon spills (a) 2018 2017 (b) 2016 pollution by hydrocarbons. TOTAL has also designed and developed
its own capping system (“Subsea Emergency Response System”) to
Number of hydrocarbon spills 74 62 73
stop potential eruptions in drilling or production operations as quickly
Total volume of hydrocarbon spills as possible. Since 2015, equipment has been installed in Angola,
(thousands of m³) 0.3 0.5 0.9 then the Republic of the Congo, potentially covering the entire Gulf
of Guinea region.
(a) Accidental spills with an environmental impact and of more than one barrel.
(b) In 2017, the indicator perimeter was updated to exclude spills due to sabotage by a For its sea and river shipment requirements, TOTAL only charters
third party.
ships and barges that meet the highest international standards. The
Group has an internal policy that lays down the process and criteria
In order to manage a major accidental spill efficiently, the Group
by which ships and barges are selected (known as vetting). These
implemented a global crisis management system that is primarily
criteria are based, in particular, on the regulations, best practice and
based on a dedicated organization and a crisis management center
recommendations of the OCIMF (1) and, in Europe, on the European
at the head office to enable the management of two simultaneous
Barge Inspection Scheme (EBIS). Tankers and barges are vetted by
crises. As part of this process, TOTAL regularly trains in crisis
a single centralized Group entity. The average age of the Group
management on the basis of risk scenarios identified through
Shipping division’s time-chartered fleet is approximately six years.
analyses.
With regard to operated marine terminals, the Group got involved in
In particular, the Group has response plans and procedures in place
an initiative that seeks to systematically record their physical
in the event of a hydrocarbon leak or spill. For accidental spills that
characteristics and store this data in a global database that forms
reach the water surface, oil spill contingency plans are regularly
part of the Marine Terminal Information System (MTIS) of the OCIMF.
reviewed and tested during exercises. These plans are specific to
At the end of 2018, 95% of coastal marine terminals and 50% of
each company or site and are adapted to their structure, activities
offshore terminals had submitted their characteristics, thereby making
and environment while complying with Group recommendations.
it easier to assess the compatibility of ships with the ports of call.
Additionally, since 2018, large TOTAL terminals have used the Marine
Terminal Management Self Assessment (MTMSA), the framework
recommended by the industry for the self-assessment of terminals
and the continuous improvement of the safety of product transfers.
A training course on ship/shore interface management (SSSCL – Ship
Shore Safety Check List) and cargo transfer operations, developed
by the Group in 2016, had completed by operators of 80% of
operated-terminals by the end of 2018.

(1) OCIMF (Oil Companies International Marine Forum): An industry forum including the leading worldwide oil companies. This organization manages, in particular, the Ship Inspection Report
(SIRE) Programme, which holds and provides access to tanker and river barge inspection reports (Barge inspection Questionnaire – BIQ).

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5.5.3 Limiting the environmental footprint

Wherever TOTAL conducts its business, it makes sure that it complies In 2018, the percentage of sites conforming to the targets for quality
with applicable laws and regulations, which the Group complements of offshore discharges decreased due to a site, aquired as part of the
with specific requirements and commitments when necessary. TOTAL Mærsk Oil acquisition that exceed the target of the Group. The water
implements an active policy of avoiding, reducing, managing and discharge from this site is minor in terms of volume and represents
monitoring the environmental footprint of its operations. As part of less than 3% of the Group’s global offshore discharge.
this policy, emissions are identified and quantified by environment
The improvement in the quality of onshore water discharges in 2018
(water, air and soil) so that appropriate measures can be taken to
is linked to a better performance of the waste water treatment plants
better control them.
at Anvers, Donges and Normandie Refineries and to the expiry of the
Mahakam license in Indonesia.
Water, air
The Group’s operations generate emissions into the atmosphere from Soil
combustion plants and the various conversion processes and
The risks of soil pollution related to TOTAL’s operations come mainly
discharges into wastewater. In addition to complying with applicable
from accidental spills (refer to point 5.5.2 of this chapter) and waste
legislation, the Group’s companies actively pursue a policy aimed at
storage (refer to point 5.5.5 of this chapter).
reducing emissions. After analyses have been conducted and when
necessary, the sites introduce various reduction systems that include The Group’s approach to preventing and managing these types of
organizational measures (such as using predictive models to control pollution is based on four key principles:
peaks in sulfur dioxide (SO2) emissions based on weather forecast
— preventing leaks, by implementing, as far as possible, industry
data and the improvement of combustion processes management,
best practices in engineering, operations and transport;
etc.) and technical measures (wastewater treatment plants, using
low NOX burners and electrostatic scrubbers, etc.). — carrying out maintenance at appropriate frequency to minimize
the risk of leaks;
For new facilities developed by the Group, impact assessments are
systematically carried out on these emissions and, if necessary, — overall monitoring of the environment to identify any soil and
actions are taken to limit their impact. groundwater pollution; and
In 2010, SO2 emissions were 99 kt. The Group set itself the target of — managing any pollution from previous activities by means of
5
not exceeding 49.5 kt by 2020; it has met this target since 2017. containment and reduction or elimination operations.
In addition, a Group directive defines the following minimum
Chronic emissions
into the atmosphere (a) 2018 2017 2016 requirements:
— systematic identification of each site’s environmental and health
SO2 emissions (kt) 48 47 52
impacts related to possible soil and groundwater contamination;
NOX emissions (kt) 69 68 76
— assessment of soil and groundwater contamination based on
(a) Refer to point 5.1 of this chapter for the scope of reporting. various factors (extent of pollution inside or outside the site’s
boundaries, nature and concentrations of pollutants, presence
SO2 emissions that are likely to cause acid rain are regularly checked of a vector that could allow the pollution to migrate, use of the
and reduced. land and groundwater in and around the site); and
NOX emissions, which are mainly concentrated in the Exploration & — management of health or environmental impacts identified based
Production, are primarily located offshore and far away from the on the use of the site (current or future, if any) and the risk
coast. Their impact on air quality is therefore considered to be minor. acceptability criteria recommended by the World Health
Organization (WHO) and the Group.
Discharged water quality
Lastly, decommissioned Group facilities operated by Group entities
In 2018, with regards to discharges to aquatic environments, all of
or affiliates (i.e., chemical plants, service stations, mud pits or lagoons
the operated sites met the onshore discharge quality target set to
resulting from hydrocarbon extraction operations, wasteland on the
restrict the impact on receiving environments.
site of decommissioned refinery units, etc.) impact the landscape
and may, despite all the precautions taken, be sources of chronic or
2018 2017 2016
accidental pollution. TOTAL created a policy of evaluation, treatment
Hydrocarbon content of offshore of environmental risks related to soil and groundwater and
water discharges (in mg/l) 14.1 17.7 17.2 remediation of its sites at the end of their activity. In agreement with
the authorities, the aim is to allow new operations to be set up once
% of sites that meet the target for
the future use of the land has been determined. Remediation
the quality of offshore discharges
operations are conducted by specialized entities created by the
(30 mg/l) 96% (a) 100% (a) 100% (a)
Group. At the end of 2018, 123 industrial sites that were no longer in
Hydrocarbon content of onshore operation (excluding service stations) were in the process of
water discharges (in mg/l) 1.8 2.4 3.1 remediation.
% of sites that meet the target for The Group’s provisions for the protection of the environment and site
the quality of onshore discharges remediation are detailed in Note 12 to the Consolidated Financial
(15 mg/l) 100% 100% 100% Statements (point 8.7 of chapter 8).
(a) Alwynn site (United Kingdom) excluded, as its produced water discharges only occur
during the maintenance periods of the water reinjection system and are subject to a
specific regulatory authorization.

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Sustainable use of resources Renewables & Power). Following this assessment, two sites were
identified as being at risk and were reported to the CDP. This analysis
Fresh water
process is expected to be extended to other current priority sites,
The Group’s activities, mainly those of Refining & Chemicals, and to including eight additional sites that have been identified.
a lesser extent those of the Exploration & Production, Gas,
In 2018, the Group answered the CDP Water survey for the 2017
Renewables & Power segments, may potentially have an impact on,
period and was graded A-. The main indicator used in this reporting
as well as be dependent of, water resources. This is especially true
is aggregated withdrawal.
when an activity is located in a water resources sensitive environment.
Fully aware of these challenges, TOTAL implements the following Water-related indicator (a) 2018 2017 2016
water risk management actions:
Fresh water withdrawals excluding
1. monitor water withdrawals to identify priority sensitive sites and cooling water (million m³) 116 116 123
then carry out a risk assessment;
(a) Refer to point 5.1 of this chapter for the scope of reporting.
2. improve the water resources management depending on
identified needs, by adapting the priority sites’ environmental Soil
management system.
TOTAL uses the ground surface that it needs to safely conduct its
In order to identify the priority facilities, TOTAL records the withdrawal industrial operations and, in 2018, did not make extensive use of
and discharge of water on all of its sites and assesses these volumes ground surfaces that could substantially conflict with various natural
on the basis of the current and future water stress indicators of the ecosystems or agriculture.
WRI (1) Aqueduct tool (currently 9.7% (2) of fresh water withdrawals
In 2018, the Group introduced a specific selection process
take place in a global water stress area).
concerning palm oil suppliers to ensure all palm oil purchases for the
In addition, TOTAL assesses water resources risk levels of priority La Mède facility will be certified sustainable in accordance with
facilities which are those that withdraw more than 500,000 m³ per European Union criteria (ISCC EU certification) and are conducted
year and are located in areas potentially exposed to water resource with a limited number of suppliers. This certification imposes criteria
risks, using the Local Water Tool (LWT) for Oil & Gas from the Global of sustainability and traceability of the oils (carbon footprint,
Environmental Management Initiative (GEMI). This tool also helps to non-deforestation, proper soil use, respect for Human Rights) used
guide the actions taken to mitigate any risks in order to make optimal specifically for sustainable biofuels. Those criteria apply to the entire
use of water resources on these sites. production and distribution chain of the sustainable biofuels and are
regularly updated. To be certified, sustainable biofuels must lead to a
Globally, the sites operated by the Group are not particularly exposed
GHG emissions reduction from well to wheel of minimum 50%
to water risk. By the end of 2018, out of the 24 priority sites identified,
compared to fossil fuels. As at December 31, 2018, supplies of palm
the level of water risk was assessed on 16 priority Group sites
oil to La Mède had not yet begun.
(11 Refining & Chemicals, 3 Exploration & Production, 2 Gas,

5.5.4 Not to harm biodiversity and ecosystems during projects and operations

TOTAL’s activities may potentially be located in sensitive natural brochure available on the website sustainable-performance.total.com.
environments. There are 10 general commitments common to all of the signatory
companies and an additional 6 commitments specific to TOTAL,
The Group is fully aware of this challenge and takes biodiversity and
some of which existed before the initiative. These differentiate the
ecosystems into account during its projects and operations. In
Group from its competitors.
July 2018, and within the framework of the Act4Nature initiative, the
Group made 16 biodiversity commitments to make this policy more The commitments are currently being implemented. A review of the
tangible. The 16 commitments are described in the biodiversity actions that have already been performed is provided below.

TOTAL commitments Achievements

Commitment No. 1
The Group extended its commitment not to engage in oil and gas This commitment is respected. In the Democratic Republic of the
exploration or extraction operations at natural sites included on the Congo, where TOTAL made the commitment not to carry out any
UNESCO World Heritage List of December 31, 2017. exploration activity in the Virunga National Park, partly located in
Block III of the Graben Albertine. TOTAL is no longer present in this
license since January 2019.

Commitment No. 2
TOTAL does not conduct any oil exploration activities in oil fields The Group publishes on its website sustainable-performance.total.com,
under sea ice in the Arctic. a list of its licenses in the Arctic. No exploration activities have been
conducted in the oil fields under sea ice in the Arctic.

(1) World Resources Institute.


(2) According to CDP Water 2018 definition.

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Commitment No. 3
TOTAL develops biodiversity action plans for operated production A biodiversity action plan has been developed for operated production
sites located in the most sensitive protected areas. sites located in the most sensitive protected areas, corresponding to
the UICN I to IV or Ramsar categories. Consequently, the biodiversity
action plan developed in 2015 for Djeno in the Republic of the Congo
is still being implemented, particularly with regards to the ecosystem
services of Lagune de la Loubie. Other action plans shall be
implemented in the short term in Italy (Tempa Rossa project) or the
medium term, for example, in Uganda (Tilenga project), Tanzania
(EACOP project) and Papua New Guinea (Papua LNG project).

Commitment No. 4
TOTAL commits to implement, as part of Total Foundation, a global For more information on the preservation and restoration of forests,
program for the preservation of forests, mangroves and wetlands. refer to point 5.9.3 of this chapter, which presents the Total
Foundation program, for which the Fondation d’entreprise Total in
France is primarily responsible.

Commitment No. 5
TOTAL develops innovative tools and methods for the analysis and In order to share the data collected by the Group during its baseline
modeling of biodiversity data collected as part of its baseline studies studies, a cooperation program with Oxford University (Long Term
and promotes their sharing with the scientific community. Ecology Laboratory), in partnership with Equinor, was launched in
2018 to develop a marine biodiversity sensitivity screening tool called
LEFT Marine (Local Ecological Footprint Tool); this tool shall be made
available to the public so that it can be used by third parties.

Commitment No. 6
TOTAL promotes employee awareness of biodiversity issues through In order to raise awareness of biodiversity among employees, the
actions that promote biodiversity at its office buildings. Group’s environmental communication plan comprises a series of
actions that are aimed at employees at its head-office, office and
sites, and across all segments. In 2018, a brochure on the subject of
biodiversity, which presented the new Act4Nature commitments and
the Group’s biodiversity actions, was released and explained through
a biodiversity MOOC (massive open on-line course) on the Group’s
5
intranet.

5.5.5 Promoting a better use of natural resources


by supporting the circular economy

With regards to food waste and food poverty, the Group’s activities
Between 2017 and 2020, TOTAL is rolling out a range of
pertaining to food distribution are minor and are therefore not directly
actions that form part of the circular economy and are based
affected by these issues.
on five commitments to different areas of the circular economy:
— limit the production of waste and favor its valorization, Waste prevention and management
— develop polymers that contain up to 50% recycled plastic, Regarding waste in particular, a Group directive lays down a number
of minimum waste-management requirements, which limit the
— install solar panels on 5,000 service stations,
potential risks associated with the improper management of waste.
— improve by an average of 1% per year the energy efficiency Waste management is carried out in four basic stages: waste
of the Group’s operated industrial facilities, identification (technical and regulatory); waste storage (soil protection
and discharge management); waste traceability, from production
— incorporate a criterion dedicated to the circular economy
through to disposal (e.g., notes, logs, statements); and waste
into the Company’s purchases.
treatment, with technical and regulatory knowledge of the relevant
What has been accomplished: processes, under the site’s responsibility.
— with regards to the valorization of waste, the target has The Group’s companies are also focused on controlling the waste
been met, produced on all of the operated sites, at every stage in their
operations. This approach is based on the following four principles,
— conclusive industrial tests have been carried out on the
listed in decreasing order of priority:
three main types of polymer (polyethylene, polypropylene
and polystyrene), — reducing waste at source by designing products and processes
that generate as little waste as possible, as well as minimizing
— by the end of 2018, solar panels had been installed on
the quantity of waste produced by the Group’s operations;
880 service stations,
— reusing products for a similar purpose in order to prevent them
— for information on energy efficiency, refer to points 5.6.2
from becoming waste;
and 5.6.4 of this chapter.

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— recycling residual waste; and Since 2017, all the Refining & Chemicals segment’s plastic production
sites worldwide are participating in the CleanSweep® program, which
— recovering energy, wherever possible, from non-recycled products.
aims to achieve zero loss of plastic pellets in handling operations.
TOTAL deploys programs on its operated sites to valorize (sorting CleanSweep® is an international program that aims to avoid losses
and energy valorization) the majority of the Group’s waste. In 2018, of plastic pellets during handling operations by the players in the
the Group processed 573 kt of waste (all modes of management plastics industry, so that they are not disseminated into the aquatic
combined). In the end, the Group’s target of recovering more than environment.
50% of its waste is achieved:
At end of 2018, the program has been deployed at all polymer sites
in the Refining & Chemicals segment.
Waste treatment processes 2018 2017 2016
The Group is also committed to develop solutions to help end plastic
Recycling and/or valorization (a) 57% 59% 58%
waste in the environment, especially in oceans, within the Alliance to
Landfill 18% 13% 18% End Plastic Waste of which TOTAL is a founding member.
Others (incineration, biotreatment, etc.) 25% 28% 24%
(a) The valorization percentages of 2017 and 2018 exclude excavated soil in the scope of
Port Arthur Ethan Cracker project. It was exceptional non-hazardous waste associated
with the construction of a new installation which was used as soil cover in a landfill. 2017
data was restated to take into account this new calculation mode. Refer to point 5.1 of
this chapter for the scope of reporting.

5.6 Climate change-related challenges

TOTAL’s ambition is to become the responsible energy major. The In order to make an effective contribution to the climate change
Group is committed to contributing to the United Nations Sustainable issue, TOTAL relies on an organization and structured governance
Development Goals, particularly with regards to those subjects that framework to make sure climate-related challenges are fully integrated
are connected to climate change and the development of more into the Group’s strategy. Consequently, the Group has a robust
available and cleaner energy for as many people as possible. strategy and implements a structured risk management system.
In line with the multiple situations encountered in the field, and while
The Group has therefore identified its main climate change supporting the Group’s governance bodies, the Strategy and Climate
challenges: division shapes the Group’s approach to climate change while
working with the operational divisions of the Group’s business
— reduce the greenhouse gas emissions of its operated oil &
segments. By monitoring indicators, progress can be measured and
gas activities including methane emissions;
the Group’s actions can be adjusted.
— implement a strategy allowing to reduce the carbon
intensity of the energy products used by its customers;
— identify and support technologies and initiatives that helps
respond to the challenge of climate change.

5.6.1 Governance

TOTAL has an organization and structured governance framework to Oversight by the Board of Directors
make sure climate-related challenges are fully integrated into the
TOTAL’s Board of Directors ensures that climate-related issues are
Group’s strategy. Since September 2016, its organization includes a
incorporated into the Group’s strategy and examines climate change
Strategy-Innovation corporate division, which includes the Strategy
risks and opportunities during the annual strategic outlook review of
& Climate division as well as the Gas, Renewables & Power business
the Group’s business segments.
segment, whose President is a member of the Executive Committee.
To carry out its work, the Board of Directors relies on its Strategic &
CSR Committee, whose rules of procedure were changed in
September 2017 then in July 2018 in order to broaden its missions
in the realm of CSR and in questions relating to the inclusion of
climate-related issues in the Group’s strategy.

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Aware of the importance of climate change challenges faced by the He relies on the President, Group Strategy-Innovation, who is a
Group, the Board of Directors decided, in 2016, to introduce changes member of the Executive Committee, to whom the Senior Vice
to the variable compensation of the Chairman and Chief Executive President Strategy & Climate, and the Senior Vice President Climate
Officer to take better account of the achievements of Corporate report (refer to the Group organization chart in chapter 1). The Senior
Social Responsibility (CSR) and the Group’s HSE targets. For fiscal Vice President Climate chairs the Climate-Energy steering Committee,
year 2018, the importance given to these criteria rose further: CSR which mainly includes representatives of Strategy and HSE
performance is assessed by considering the extent to which climate management from the various business segments. The mission of
issues are included in the Group’s strategy, the Group’s reputation in this Committee consists of structuring the Group’s approach to the
the domain of Corporate Social Responsibility as well as the policy climate, and in particular to:
concerning all aspects of diversity.
— propose GHG emission reduction targets for the Group’s
The Board of Directors meeting of March 13, 2019 decided to change operated oil & gas facilities;
the criteria for the determination of the variable portion of the
— propose a strategy to reduce the carbon intensity of the energy
Chairman and Chief Executive Officer’s compensation for the year
products used by the Group’s customers;
2019. Among others, a quantifiable criteria related to the evolution of
GHG emissions (Scopes 1 & 2) on operated oil & gas facilities (refer — monitor the existing or emerging CO2 markets; and
to chapter 4, section 4.3.2 for details).
— drive new-technology initiatives and projects that can reduce CO2
emissions (energy efficiency, CO2 capture and storage, for
Role of management
example).
TOTAL’s Chairman and Chief Executive Officer, in compliance with
the long-term strategic direction set by the Board of Directors,
implements the strategy of the Group and its business segments
while making sure climate change challenges are taken into account.

5.6.2 Strategy

5
Identification of climate-related risks and opportunities Impact of climate-related risks and opportunities
The risks and opportunities related to climate change are analyzed Climate change is at the heart of the Company’s strategic vision.
according to different timescales: short term (until 2020), medium TOTAL positions itself on high-growth low-carbon markets and
term (until 2030) and long term (beyond 2030). intends to offer customers an energy mix with a carbon intensity that
shall gradually decrease. To accompany these changes, TOTAL has
The identification of climate-related risks forms an integral part of the
introduced a carbon intensity indicator for the energy products used
analysis of investment projects. The impact of these risks is also
by its customers. This indicator is described in point 5.6.4 of this
examined for the Group asset portfolio as a whole. These risks are
chapter.
presented in detail in point 3.1.2 of chapter 3.
TOTAL has five major levers to structure its approach.
Climate change also provides TOTAL with opportunities. In the
coming decades, demand for electricity will grow faster than the
1) Improving energy efficiency
global demand for energy, and the contribution of renewables and
gas to the production of electricity shall therefore play an essential Optimizing the energy consumption of its operated facilities is TOTAL’s
role in the fight against climate change. Electricity alone will not be first lever to reduce emissions. The Group therefore aims to improve
sufficient to meet all needs, particularly those connected to transport. the energy efficiency of its operated facilities by an average of 1%
Gas and sustainable biofuels will be attractive and credible per year over the 2010-2020 period, at a time when exploration is
alternatives to conventional fuels and the Group intends to develop becoming increasingly complex. This indicator is described in point
them. 5.6.4 of this chapter.
Certain sectors, particularly the cement industry and the steel sector, TOTAL uses appropriate architectures and equipment and introduces
could struggle to reduce their GHG emissions. They will therefore technological innovations. For example, on offshore production
require CO2 capture, use and storage technology (CCUS). barges, offshore platforms and onshore facilities, heat recovery
Consequently, the Group intends to step up the development of systems at gas turbine exhausts have been implemented thereby
CCUS to respond to these new needs. avoiding the need for furnaces or boiler systems.
Helping customers to reduce their energy consumption and TOTAL also offers customers an energy efficiency consultancy service
environmental impact also offers opportunities and forms part of a so that they can optimize their own energy consumption and reduce
trend that will be accelerated by digital technology. TOTAL intends to their GHG emissions. The recent acquisition of GreenFlex forms part
innovate in order to provide them with new product and service offers of this initiative. By providing consultancy (strategic and operational),
that will support their energy options and their usages. The promotion data intelligence (digital platforms) and financing services, GreenFlex
of hybrid solutions combining hydrocarbons and renewables is part helps companies and regions improve their energy and environmental
of this approach. Similarly, services can be offered to optimize energy performance. The Company’s areas of expertise are varied and
for industrial sites. The Group aims to develop this approach for include, for example, the improvement and management of the
industrial and mobility applications. energy performance of buildings, equipment, utilities and processes,
sustainable mobility, flexible electricity consumption, renewables and
positive-energy buildings. More than 700 companies have already
been supported by GreenFlex.

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Finally, in 2017, TOTAL signed an agreement with Fondation 4) Developing sustainable biofuels
GoodPlanet, chaired by Yann Arthus-Bertrand, for the implementation
A pioneer in biofuels for more than 20 years, TOTAL is now one of
of a program to neutralize the carbon emissions from air travel by
Europe’s major actors with 2.4 Mt blended sustainable biofuels (4) in
Group employees over a 10-year period. This project is expected to
2018 for a worldwide distribution of 3.2 Mt.
avoid the emission of 50,000 t of CO2 into the atmosphere per year.
It will entail the creation and operation of 8,400 biodigesters in India. Furthermore, TOTAL produced 0.1 Mt of sustainable biofuels in its
refineries in 2018. Production at La Mède factory, scheduled to start
2) Growing in natural gas in 2019, with a capacity of 0.5 Mt per year of hydrotreated vegetable
oil (HVO) based on sustainable certified charges. The Group intends
To respond responsibly to the strong rise in demand for electricity,
to reach a market share of over 10% in Europe in HVO production.
TOTAL remains committed to gas, whose CO2 emissions are half
Biofuels that are currently available are mainly made with vegetable
those of coal when used to generate electricity (1).
oil and sugar.
The Group wishes to be present throughout the whole gas chain,
For more than 10 years, TOTAL’s R&D teams have developed
from production to end customer. Significant operations have taken
technologies that have broadened the range of usable resources, while
place in the upstream and the downstream to make this possible.
also meeting the need for sustainability. The consortium BioTFuel is
Upstream, TOTAL has acquired a stake in the giant Yamal LNG
working on, for example, the development of lignocellulose (plant
project in the north of Russia. The Group has also acquired the LNG
waste).
assets of Engie. These two complementary portfolios allow for the
management of a volume of nearly 40 Mt of LNG as from 2020.
5) Investing in carbon sink businesses
Downstream, the Group has made strategic acquisitions, such as
Direct Énergie and Lampiris, gas and electricity suppliers on the Carbon storage is key to achieving carbon neutrality in the second
French and Belgian markets, and has developed Total Spring, which half of the 21st century. TOTAL is focusing, on the one hand, on
was launched in 2017 on the French market. developing CCUS and, on the other, on preserving and restoring the
capacity of ecosystems to act as carbon sinks. CCUS is vital for
Finally, TOTAL has committed itself to gas fuel for transport by
several industries, especially those that emit massive amounts of CO2
acquiring a 25% stake in Clean Energy Fuels Corp., one of the
due to the nature of their business (cement, steel, etc.). TOTAL
leading distributors of gas fuel for HGVs in the United States, and by
allocates significant resources to this area by dedicating up to 10%
signing a contract with CMA - CGM, the first shipping company to
of the Group’s R&D budget to it. Several projects have made
equip its transcontinental container ships with LNG-powered engines.
substantial progress in recent months. Northern Lights (Norway) is a
Strengthening the position of gas in the energy mix must however be project in which the Group participates alongside Equinor and Shell.
accompanied by a greater focus on control of methane emissions. TOTAL is also a partner of the Clean Gas Project (UK), together with
To preserve the advantage that gas offers in terms of GHG emissions the OGCI’s investment fund and a few companies of the sector (5).
compared to coal for electricity generation, it is necessary to strictly
TOTAL announced in February 2019 the creation of an entity
reduce the methane emissions associated with the production and
dedicated to investments in natural carbon sinks, composed of
transportation of gas. In 2018, TOTAL’s methane emissions are kept
experts in environment and agronomy, with an investment budget
below 0.25% of the commercial gas produced (2). TOTAL’s target is
$100 million per year from 2020 onwards. Furthermore, actions of
to sustainably reduce the intensity of its methane emissions of its
preservation and restoration of the forest are currently conducted
operated facilities in the Exploration & Production segment to less
(refer to point 5.9 of this chapter which presents the Total Foundation
than 0.20% of commercial gas produced by 2025.
program carried mainly by the Fondation d’entreprise Total).
The Group has been a member since 2014 of the partnership
Sector initiatives and international framework
between governments and industrial companies for the improvement
of tools to measure and control methane emissions set up by the TOTAL is also committed to various sector initiatives on the main
Climate and Clean Air Coalition and promoted by UN Environment challenges raised by climate change. Indeed, tackling climate change
and the non-profit organization Environmental Defense Fund. The requires cooperation between all actors, from both public and private
Group also took several actions as part of the Oil & Gas Climate sectors.
Initiative and signed the guiding principles on the reduction of
Thus, TOTAL joined, in 2014, the call of the UN Global Compact,
methane emissions on the gas value chain (3).
which encourages companies to consider a CO2 price internally and
publicly support the importance of such a price via regulation
3) Developing a profitable low-carbon electricity
mechanisms suited to the local context. In particular, TOTAL
business
advocates the emergence of a balanced, progressive international
TOTAL is developing along the whole of the low-carbon electricity agreement that prevents the distortion of competition between
value chain, from electricity generation, storage and sale to the end industries or regions of the world. Drawing attention to future
customer. As demand for electricity is expected to grow strongly in constraints on GHG emissions is crucial to changing the energy mix.
the coming decades, TOTAL intends to become a major player in TOTAL therefore encourages the setting of a worldwide price for
this segment. To meet this target, TOTAL plans to invest $1.5 to each ton of carbon emitted, while ensuring fair treatment of “sectors
$2 billion per year. In 2018, the Group completed the acquisition of exposed to carbon leakage” (as defined by the EU). In addition,
Direct Énergie, a French electricity supplier, for nearly €2 billion. With TOTAL is working with the World Bank as part of the Carbon Pricing
regards to the generation of electricity, TOTAL aims at holding a Leadership Coalition (CPLC). In June 2017, TOTAL became a
production capacity of 10 GW of low-carbon electricity by 2023. In founding member of the Climate Leadership Council, an initiative that
2018, TOTAL acquired four combined-cycle natural gas power plants calls for the introduction of a “carbon dividend”, namely a
in France with a global capacity of 1.6 GW. Refer to chapter 2 for redistribution mechanism that would tax the biggest fossil fuel
further information on recent acquisitions. consumers (the population’s wealthiest citizens) in order to pay a
dividend to the entire population.

(1) Source: International Reference Centre for the Life Cycle of Products, Processes and Services; Life cycle assessment of greenhouse gas emissions associated with natural gas and coal
in different geographical contexts, October 2016.
(2) Refer to the OGCI methodology for methane intensity calculation: http://oilandgasclimateinitiative.com/blog/methodological-note-for-ogci-methane-intensity-target-and-ambition.
(3) “Guiding Principles on Reducing Methane Emissions across the Natural Gas Value Chain”.
(4) Physical volume of biofuels in equivalent ethanol and esters according to the rules defined by the European RED Directive, excluding volumes sold to third parties via trading.
(5) BP, ENI, Equinor, Occidental Petroleum and Shell.

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In 2014, TOTAL was actively involved in launching and developing TOTAL also actively participates in the debate on climate issues,
the Oil & Gas Climate Initiative (OGCI), a global industry partnership. thanks especially to its long-term partnerships with university chairs,
At year-end 2018, this initiative involved 13 major international energy such as the Climate Economics Chair at Paris-Dauphine University,
players. Its purpose is to develop solutions for a sustainable low the climate change research program of Massachusetts Institute of
emissions future. Launched in 2017, the OGCI Climate Investments Technology (MIT) (1), and Toulouse School of Economics. Lastly,
fund, which has access to over $1 billion over 10 years, invests in TOTAL offers training and makes presentations at several universities,
technology that significantly cuts emissions. The fund’s initial thereby taking part in the debate.
investments notably are: a large-scale industrial CO2 capture and
storage project (Clean Gas Project); a solution that reduces the Resilience of the organization’s strategy
carbon footprint of cement by using CO2 instead of water to set
In order to ensure the viability of its projects and long-term strategy
concrete (Solidia Technologies); a high-efficiency opposed-piston
in light of the challenges raised by climate change, the Group
engine that reduces GHG emissions (Achates Power) and a
integrates, into the financial evaluation of investments presented to
technology that incorporates CO2 as a raw material in the production
the Executive Committee, either a long-term CO2 price of $30 to
of polyols used in polyurethanes, which are plastics that have multiple
$40 per ton (depending on the price of crude), or the actual price
uses (Econic Technologies).
of CO2 in a given country if higher.
The Group also plays a role in various international initiatives that
Regulations designed to gradually limit fossil fuel use may, depending
involve the private and the public sectors to bring about
on the GHG emission limits and time horizons set, negatively and
(non-exhaustive list):
significantly affect the development of projects, as well as the
— carbon pricing within Caring for Climate – United Nations Global economic value of certain of the Group’s assets.
Compact, and the Paying for Carbon call;
The Group performs sensitivity tests to assess the ability of its asset
— the end of routine flaring of gas associated to oil production portfolio to withstand an increase in the price per ton of CO2. These
within the World Bank’s Zero Routine Flaring by 2030 initiative; studies show that a long-term CO2 price of $40/t (2) applied worldwide
would have a negative impact of around 5% on the discounted
— greater transparency, while taking into account the
present value of the Group’s assets (upstream and downstream).
recommendations of the G20 Financial Stability Board on climate,
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
and of the Task Force on Climate-related Financial Disclosures
(TCFD); and As part of the annual preparation of its long-term plan, TOTAL makes
long-term energy demand forecasts (oil, gas and electricity). The
— the development of new state-of-the-art energy companies, since
Group presented in February 2019 these forecasts (Total Energy
2017 within the Breakthrough Energy Coalition (BEC), a group of
Outlook), available on total.com.
investors created by Bill Gates in 2015, and since 2016 within
the Breakthrough Energy Ventures, a $1 billion fund created in
2016 by the BEC.
5
5.6.3 Risk management

Processes to identify and assess risks related to climate change The Group also ensures that it assesses the vulnerability of its facilities
to climate hazards so that the consequences do not affect the
Climate-related risks form part of the major risks that are identified
integrity of the facilities, or the safety of people. More generally, natural
and analyzed by the Group Risk Management Committee. The latter
hazards (climate-related risks as well as seismic, tsunami, soil strength
therefore has a map of the climate-related risks to which the Group
and other risks) are taken into account in the construction of industrial
is exposed.
facilities, which are designed to withstand both normal and extreme
In addition, the Risk Committee (CORISK) assesses investment conditions. The Group carries out a systematic assessment of the
projects, risks and corresponding climate-related issues (flaring, GHG possible repercussions of climate change on its future projects. These
emissions, sensitivity to CO2 prices) before they are presented to the analyses include a review by type of risk (e.g., sea level, storms,
Executive Committee. temperature, permafrost) and take into account the lifespan of the
projects and their capacity to gradually adapt. These internal studies
Processes to manage risks related to climate change have not identified any facilities that cannot withstand the
consequences of climate change known today.
In its decision-making process, the risks and associated climate
issues are assessed prior to the presentation of the projects to the
Integration of climate-related risks into global risk management
Executive Committee. if the level of risk requires it, they are subject
to mitigation measures. The risks related to climate issues are fully integrated in TOTAL’s
global risk management processes.
With regard to risks related to climate issues, TOTAL, in accordance
with its Safety Health Environment Quality Charter, is committed to The Audit Committee takes part in the annual review of the results of
managing its energy consumption and develops processes to the climatic and environmental reporting process. In addition, these
improve its energy performance and that of its customers. results are audited by an independent third party.

(1) The Joint Program on the Science and Policy of Global Change.
(2) 40$/t as from 2021 for all countries, or the current price in a given country if it is higher than 40$/t.

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5.6.4 Targets and metrics to measure climate-related risks


and opportunities

TOTAL has set itself targets and introduced a number of indicators to coordinate its performance.

The Group’s climate targets: What has been accomplished:


— an 80% reduction of routine flaring (1) on operated facilities — more than 80% reduction in routine flaring between 2010
between 2010 and 2020 in order to eliminate it by 2030, and 2018;
— an average 1% improvement per year in the energy efficiency — more than 10% improvement in energy efficiency between
of operated facilities between 2010 and 2020, 2010 and 2018;
— a sustainable reduction in the intensity of the methane — an intensity of the methane emissions below 0.25% of the
emissions of the Exploration & Production segment’s operated commercial gas produced in 2018;
facilities to less than 0.20% of the commercial gas produced,
— a GHG emission reduction (Scopes 1 & 2) on operated oil &
by 2025.
gas facilities from 46 Mt CO2e to 42 Mt CO2e between 2015
— a GHG emission reduction (Scopes 1 & 2) on operated oil & and 2018.
gas facilities of 46 Mt CO2e in 2015 to less than 40 Mt CO2e
in 2025.

The Group also intends to reduce the carbon intensity of energy from 75 g CO2/kBtu in 2015 to 71 g CO2/kBtu in 2018, a reduction of
products used by its customers by 15% between 2015, the date of more than 5%.
the Paris Agreement, and 2030. This carbon intensity was reduced

Indicators related to climate change (a)


2018 2017 2016 2015

SCOPE 1 Direct greenhouse-gas emissions (operated scope) Mt CO2e 40 38 41 42

Breakdown by segment
Exploration & Production Mt CO2e 18 17 19 19
Gas, Renewables & Power Mt CO2e 2 0 0 -
Refining & Chemicals Mt CO2e 21 21 22 22
Marketing & Services Mt CO2e <1 <1 <1 <1
SCOPE 1 Direct greenhouse-gas emissions based on the Group’s equity interest Mt CO2e 54 50 51 50
SCOPE 2 Indirect emissions attributable to energy consumption by sites Mt CO2e 4 4 4 4
GHG emissions (Scopes 1 & 2) on operated oil & gas facilities Mt CO2e 42 41 45 46
SCOPE 3 (b) Other indirect emissions – Use by
customers of products sold for end use Mt CO2e 400 400 420 410
Net primary energy consumption (operated scope) TWh 143 (c) 142 150 153
Group energy efficiency indicator Base 100
in 2010 88.4 85.7 91.0 90.8
Daily volume of all flared gas (Exploration & Production operated scope)
(including safety flaring, routine flaring and non-routine flaring) Mm3/d 6.5 5.4 7.1 7.2
Of which routine flaring Mm /d 3 1.1 1.0 1.7 (d) 2.3 (e)
Carbon intensity of energy products used by customers of the Group g CO2e /kBtu 71 73 74 75 (f)

(a) Refer to point 5.11 of this chapter for the scope on reporting.
(b) The Group usually follows the oil industry reporting guidelines published by IPIECA which are conform to the GHG Protocol methodologies. In this document, only item 11 of scope 3 (use
of sold products), which is the most significant, is reported. Emissions for this item are calculated based on sales of finished products for which the next stage is end use, in other words
combustion of the products to obtain energy. A stoichiometric emission factor is applied to these sales (oxidation of molecules to carbon dioxide) to obtain an emission volume.
(c) Excluding primary energy consumption of Direct Énergie gas power plants.
(d) Estimated volume at end 2016 based on new definition of Routine Flaring published in June 2016 by the Working Group Global Gas Flaring Reduction.
(e) Volumes estimated upon historical data.
(f) Indicator developed in 2018, with 2015 as the baseline year.

(1) Routine flaring, as defined by the working group of the Global Gas Flaring Reduction program within the framework of the World Bank’s Zero Routine Flaring initiative.

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All this data as well as the related risks are also reported to avoided throughout the life cycle by the use of “Total Ecosolutions”
the CDP once a year, and TOTAL’s response to the CDP products and services, compared to the use of benchmark products
Climate Change questionnaire is posted on the Group’s website on the market and for an equivalent level of service, are measured
(sustainable-performance.total.com). For its 2018 reporting regarding annually based on sales volumes. This represented 1,75 Mt CO2e
2017 activities, the Group received an A-. in 2018.

Flaring GHG emissions


Reducing routine flaring has been a long-standing target of the Group, The Group has reduced by 25% the GHG emissions produced by its
which designs its new projects without resorting to it. In addition, operated activities since 2010. This reduction was reached thanks to
TOTAL is committed to putting an end to routine flaring of its operated notably reducing flaring and improving energy efficiency.
facilities by 2030. An 80% reduction target was set for 2020
In February 2019, TOTAL announced a target to reduce GHG
compared to 2010, in other words, an average of 1.5 Mm3/d. This
emissions (Scopes 1 & 2) on its operated oil & gas facilities from
target has been met since 2017.
46 Mt CO2e to less than 40 Mt CO2e in 2025.
Furthermore, as part of the Global Gas Flaring Reduction program,
Carbon intensity indicator of the products
TOTAL has worked alongside the World Bank for over 10 years to
used by its customers
help producing countries and industrial players control flaring of gas
associated to oil production. TOTAL wishes to fully address the issue regarding the emissions of
energy products used by its customers and therefore decided to
The increase in flaring linked to oil production in 2018 is due to
report all of the emissions associated with these products in the form
acquisition and startup of new sites.
of a carbon intensity indicator.
Energy efficiency This indicator measures the average GHG emissions of these
products, from production in TOTAL facilities to end use by
One of the Group’s performance targets is to better control energy
customers. This indicator takes into account:
consumption. Since the beginning of 2013, a Group directive has
defined the requirements to be met at operated sites using more — for the numerator:
than 50,000 tons of oil equivalent per year of primary energy – the emissions connected to the production and conversion of
(approximately 40 sites). At end 2018, all the concerned sites reported energy products used by its customers on the basis of the
compliance or had taken steps to comply with this directive. The aim Group’s average emission rates,
is to ensure that 100% sites using more than 50,000 tons of oil – the emissions connected to the use of energy products used
equivalent per year by the end of 2020 have an auditable energy by the customers. For each product, stoichiometric emission
management system, such as the ISO 50001 on energy factors (2) are applied to these sales to obtain an emission
management(1). A certain number of sites that use less than 50,000 volume. Non-fuel use products (bitumen, lubricants, plastics,
tons of oil equivalent per year have, voluntarily, taken measures to etc.) are not taken into account,
become ISO 50001 certified. – negative emissions stored thanks to CCUS and natural carbon 5
sinks;
Energy efficiency is a key factor for the improvement of economic,
environmental and industrial performance. Since 2013, the Group — for the denominator: the quantity of energy sold, knowing that
has used a Group Energy Efficiency Index (GEEI) to assess its electricity is placed on an equal footing with fossil fuels by taking
performance in this area. It consists of a combination of energy into account the average capacity factor and average efficiency
intensity ratios (ratio of net primary energy consumption to the level ratio.
of activity) per business.
The Group intends to reduce its carbon intensity by 15% between
The Group’s target for the 2010-2020 period is to improve the energy 2015, the date of the Paris agreement, and 2030. This undertaking
efficiency of its operated facilities by an average of 1% per year. By represents a responsible contribution by TOTAL to the Paris
design, the base value of the GEEI was defined as 100 in 2010 and agreement targets and it also enables the Group to fulfill its mission
the target is to reach 90.4 in 2020. This target has been met since to supply to as many people as possible a more affordable, more
2017. available and cleaner energy.
Through the “Total Ecosolutions” program, the Group is developing Additional work on this method, whose main principles have already
innovative products and services that perform above market been established, is currently taking place. This work will improve the
standards on the environmental front. At year-end 2018, 97 products accuracy of the method used to calculate the method’s various
and services bore the “Total Ecosolutions” label. The CO2e emissions components.

5.6.5 TCFD correspondence table

In June 2017, the TCFD (3) of the G20’s Financial Stability Board expected to be disclosed in financial filings, and the additional
published its final recommendations on information pertaining to information that they choose to report on a voluntary basis. TOTAL
climate to be released by companies. These recommendations also believes that the quantification of impacts of different scenarios
include additional details for certain sectors, such as energy. may not be relevant to investors as assumptions made by different
companies may strongly diverge. The Group considers that
TOTAL publicly announced its support for the TCFD and its
companies have a major role to play in shaping how these issues
recommendations during the summer of 2017, while noting that it is
evolve and that the modalities of the application of scenarios and the
up to companies to define the information about climate-related risks
use of metrics should be further studied.
and opportunities that are significant, which, consequently, are

(1) The ISO 50001 standard accompanies the implementation in companies of an energy management system that allows a better use of energy.
(2) The emission factors used are taken from a technical note from the CDP: Guidance methodology for estimation of scope 3 category 11 emissions for oil and gas companies.
(3) Task Force on Climate-related Financial Disclosures.

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TOTAL continued discussions by taking part in the Oil & Gas Preparer climate-related information and on the implementation of TCFD
Forum set up by the TCFD in the autumn of 2017; this work resulted recommendations by the four companies that are members of the
in the publication, in July 2018, of best practices on the disclosure of Forum (1).

Source of information in
Thematic area Recommended TCFD disclosures TOTAL’s reporting

Governance
Disclose the organization’s governance around a) Describe the board’s oversight of climate-related RD 2018 – 5.6.1
climate-related risks and opportunities. risks and opportunities. CR p. 10
CDP C1.1
b) Describe management’s role in assessing and RD 2018 – 5.6.1
managing climate-related risks and opportunities. CR p. 5-9
CDP C1.2

Strategy
Disclose the actual and potential impacts of a) Describe the climate-related risks and opportunities RD 2018 – 5.6.2
climate-related risks and opportunities on the the organization has identified over the short, CDP C2
organization’s businesses, strategy, and financial medium, and long term.
planning where such information is material.
b) Describe the impact of climate-related risks and RD 2018 – 5.6.2
opportunities on the organization’s businesses, CDP C2.5, C2.6
strategy, and financial planning.
c) Describe the resilience of the organization’s strategy, RD 2018 – 5.6.2
taking into consideration different climate-related CR p. 30
scenarios, including a 2°C or lower scenario.

Risk Management
Disclose how the organization identifies, assesses, a) Describe the organization’s processes for identifying RD 2018 – 5.6.3
and manages climate-related risks. and assessing climate-related risks. CDP CC2.2
b) Describe the organization’s processes for managing RD 2018 – 5.6.3
climate-related risks. CDP C2.2d
c) Describe how processes for identifying, assessing, RD 2018 – 5.6.3
and managing climate-related risks are integrated CDP C3.1
into the organization’s overall risk management.

Metrics & targets


Disclose the metrics and targets used to assess a) Disclose the metrics used by the organization to RD 2018 – 5.6.4
and manage relevant climate-related risks and assess climate-related risks and opportunities in line CR p. 52
opportunities where such information is material. with its strategy and risk management process. CDP C6.5, C10

b) Disclose Scope 1, Scope 2, and, if appropriate, RD 2018 – 5.6.4


Scope 3 greenhouse gas (GHG) emissions, and the CR p. 52
related risks. CDP C6.5, C10
c) Describe the targets used by the organization to RD 2018 – 5.6.4
manage climate-related risks and opportunities and CR p. 24-25, 42
performance against targets. CDP C4.1a,b

Key:
CR = TOTAL’s 2018 Climate Report CDP = TOTAL’s 2018 response to the CDP Climate Change questionnaire (available on total.com)

(1) Eni, Equinor, Shell and TOTAL, with the support of the WBCSD (World Business Council for Sustainable Development).

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5.7 Actions in support of human rights

The main challenges associated with the Group activities and respect The Ethics Committee is a central and independent structure where
for human rights are identified using the methodology set out in the sit representatives of all TOTAL’s business segments. Its key role is
United Nations Guiding Principles Reporting Framework relating one of listener and support. Both employees and external
to the “salient issues” with regard to human rights, that is to say the stakeholders can refer matters to the Ethics Committee by email
human rights at risk of the most severe negative impact through the at [email protected]. The Committee ensures the confidentiality of
Company’s activities or business relationships. the complaints, which can only be lifted with the agreement of the
complainant.
The Human Rights Department and the Ethics Committee rely on a
This analysis, as well as the internal risk mapping activities,
network of “ethics officers” in charge of promoting the values set out
have led the Group to identify six risks subdivided across three
in the Code of Conduct among employees working in the Group’s
key areas:
subsidiaries and ensuring that the Group’s commitments are correctly
— “Human rights in the workplace” of TOTAL’s employees as implemented at the local level.
well as of the employees of its suppliers and other business
partners: Awareness-raising and training
– forced labor and child labor,
To ensure that employees understand the Group’s commitments,
– discrimination,
TOTAL raises their awareness via internal communication channels,
– just and favorable conditions of work and safety;
such as its Ethics and Human Rights intranet websites or by means
— “human rights and local communities”: of events such as the annual Business Ethics Day. In 2018, the
– access to land, Business Ethics Day was held in December on the day of the
– the right to health and an adequate standard of living; 70th anniversary of the Universal Declaration of Human Rights.
— “respect for human rights in security-related activities”: Since 2011, the Group has issued and made available to its
– the risk of misuse of force. employees and other stakeholders a Human Rights Guide which
comes as complement to the Group’s Code of Conduct. It aims to 5
raise the Group’s employee’s awareness on issues relating to human
In 2016, TOTAL published an initial Human Rights Briefing Paper, in rights in their industry and provides guidance as to the appropriate
line with the UN Guiding Principles Reporting Framework, making it behavior to adopt in their activities and relationships with
the first company in the oil and gas industry to do so. An updated stakeholders.
version of this document was published in 2018 (available at
TOTAL also organizes special trainings tailored to the challenges
sustainable-performance.total.com).
faced on the field by employees who are particularly exposed to
The Forum of the United Nations on Business and Human Rights such issues such as human rights training sessions for HSE experts
2018 invited the Chairman and CEO to attend a panel of senior and Community Liaison Officers (CLO) organized with the Danish
business leaders at the opening plenary session on November 26, Institute for Human Rights (DIHR) or sessions designed to raise
2018. This opportunity has allowed TOTAL to explain how the Group awareness of the Group’s Ethics Officers. Actions intended to raise
integrates respect for human rights into its operations and value awareness of the Group’s external stakeholders, such as specific
chain and how it puts into practice reasonable diligence concerning VPSHR trainings for the private security providers, are also organized.
human rights, as well as to remind the challenges that needs to be
tackled. Assessments
TOTAL’s human rights approach is based on written commitments. The practices of the Group’s entities and the risks to which they may
It is supported by a dedicated organization, and embedded through be exposed are regularly evaluated when it comes to human rights
an awareness-raising and training program, as well as evaluation issues. The Group works with independent third parties and qualified
and follow-up mechanisms aiming at measuring the effectiveness of experts to conduct these assessments.
the Group’s actions.
Since 2002, the British company GoodCorporation has assessed
the policies and practices of more than 120 entities with regard to
Written commitments
the principles and values enshrined in the Group’s Code of Conduct.
TOTAL is committed to respecting internationally recognized human During these evaluations, the working conditions in the Group’s
rights wherever the Group operates, in particular the Universal activities and service stations are assessed, among other things. In
Declaration of Human Rights, the Fundamental Conventions of the 2018, seven entities were assessed. These evaluations help identify
International Labor Organization, the UN Guiding Principles on entities’ best practices, share them within the Group and highlight
Business and Human Rights and the Voluntary Principles on Security areas for improvement. The Group uses these evaluations as
and Human Rights (VPSHR). opportunities to encourage its employees to voice their concerns in
a confidential manner and report behaviors contrary to the Code of
A dedicated organization Conduct. These evaluations confirm that the Code of Conduct is
well known by the Group’s employees. TOTAL must nevertheless
The Group’s Human Rights Department provides advice and support
continue to raise awareness among its commercial and industrial
to employees and operational divisions and supervises efforts made
partners, in particular with regard to respect for human rights at
to promote respect for human rights in close collaboration with the
work. The supplier’s qualification and evaluation procedure which is
Ethics Committee. In particular, it runs a Human Rights Committee
being progressively deployed by Total Global Procurement, described
which coordinates the actions taken internally and externally by the
in point 5.10 of this chapter, contributes to raise these partners’
various Group entities.
awareness.

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Actions in support of human rights

Stand-alone human rights impact assessments may also be The Group also assesses the practices of its suppliers, including the
conducted in addition to the environmental and societal impact working conditions of their own employees (refer to point 5.10 of this
assessments in high risk areas or conflict zones with the support of chapter).
independent experts such as the Danish Institute for Human Rights,
a Danish public non-profit organization. In 2017 and 2018, the Danish Follow-up
Institute for Human Rights conducted two human rights impact
The Group’s approach is integrated within a Human rights roadmap
assessments of our projects in Papua New Guinea and Myanmar. In
endorsed by the Group’s Executive Committee at regular intervals.
Papua New Guinea, the assessment focused on equal treatment
The 2017-2018 roadmap on human rights focuses on three main
between women and men, security and conflict. The
areas for improvement: integrating human rights considerations in
recommendations included in particular awareness-raising of the
business practices at local level; improving management awareness
relevant stakeholders to complaint mechanisms and the periodic
and accountability on human rights issues at all levels; improving
measurement of their effectiveness; the organization of trainings on
evaluation processes of at risk entities, the tools available to them
the Voluntary Principles on Security and Human Rights (VPSHR) for
and their follow-up. It includes an action plan for relevant Group’s
government security forces and private security providers. As a result
division and business segments.
of this study, steps have been taken by the entity to implement these
recommendations. Other non-profit partner organizations, such as
the CDA Corporate Engagement Project, also contribute to the
evaluation of the societal impact of the Group’s activities or projects
on nearby local communities. It includes interviews with local
communities. CDA’s reports are available on their website.

5.7.1 Human rights in the workplace

The prohibition of forced and child labor, non-discrimination, just and In addition to the Group’s reporting and internal control system, the
favorable conditions of work, as well as safety all form part of the working conditions of TOTAL’s employees are evaluated by
principles set out in TOTAL’s Code of Conduct and Human Rights GoodCorporation, an independent third party, as part of the ethical
Guide. assessments of the Group’s entities.
TOTAL’s commitment to human rights in the workplace is
In the Group’s value chain
demonstrated, in particular, by the signature of various agreements,
such as the one concluded with IndustriALL Global Union (1) in 2015. The Fundamental Principles of Purchasing (FPP) set out the
In particular, this agreement covers the promotion of human rights in commitments expected from suppliers in various domains, including
the workplace, diversity, the participation of employees and their human rights in the workplace and safety. A Group directive reaffirms
representatives in social dialogue and the recognition of health and the obligation to annex the FPP or to transpose them in the selection
safety at work as absolute priorities in the Group’s activities and process as well as in the contracts concluded with suppliers of goods
global supply chain. or services.
The prevention of forced and child labor in the supply chain is a
In its activities
critical point of attention identified in the 2017-2018 human rights
TOTAL cares about the working conditions of its employees which roadmap endorsed by the Executive Committee. TOTAL has therefore
are governed by the Group’s Human Resources policy (refer to point developed a new methodology for selecting its suppliers which takes
5.3 of this chapter). account the risks of human rights violations, in particular forced and
child labor. In September 2016, TOTAL also entered into a partnership
Safety is one of the Group’s core values. Over the last few years, the
with a third-party service provider in charge of evaluating suppliers’
Group has continued to develop occupational health and safety
practices with regard to fundamental rights in the workplace (refer to
standards focusing on the right to enjoy fair and adequate living and
point 5.10 of this chapter).
working conditions (refer to point 5.4 of this chapter).
Finally, the working conditions of the employees of service stations’
TOTAL is committed to promoting diversity and endeavors to combat
dealers are evaluated by GoodCorporation, an independent third
all forms of discrimination (origin, gender, sexual orientation, handicap,
party, as part of the ethical assessments conducted in the Group
age, membership in a union or a political or religious organization,
entities. Between 2016 and 2017, a baseline study of 22 affiliates in
etc.). The Diversity Council, which is chaired by a member of the
the Marketing & Services segment across different continents was
Executive Committee, illustrates this commitment.
also conducted. One of the main recommendations identified is to
In 2017, TOTAL published a “Practical guide to dealing with religious improve service station dealers’ awareness of the Group’s Code of
questions within the Group” in order to provide practical solutions to Conduct principles and of the fundamental Conventions of the
the questions raised by the Group’s employees and managers International Labor Organization. In response, Marketing & Services
worldwide. It draws on the experiences of the business segments in is developing educational tools, which should be promoted in 2019
various countries and encourages dialog, respect and listening as a to this business segment’s entities.
way to find solutions suited to the local context. Many internal and
external experts helped draft this document, including representatives
of various religious communities. This guide has been translated into
nine languages.

(1) International union federation representing more than 50 million employees in the energy, mining, manufacturing and industrial sectors in 140 countries.

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5.7.2 Human rights and local communities

TOTAL’s operational activities may have impacts on the rights of local In accordance with internationally recognized human rights standards,
communities, in particular when TOTAL obtains temporary or TOTAL requires the Group entities to maintain a regular dialogue with
permanent access to their land for Group’s projects that may involve their stakeholders and make sure that their activities have no negative
the physical and/or economic displacement of these populations. consequences on local communities or, if these cannot be avoided,
Noise and dust emissions and other potential impacts may also have that they limit, mitigate and remedy them. The solutions proposed in
consequences on the livelihood of neighboring communities. response to the expectations of local communities are coordinated
Consequently, the access to land of local communities and their right by the societal teams that work in close collaboration with the legal,
to health and an adequate standard of living are two salient issues safety and environmental teams. The Group’s approach to this topic
for TOTAL. is described in the section on societal issues in point 5.9 of this
chapter.

5.7.3 Respect for human rights in security-related activities

In certain situations, intervention by government security forces or When government security forces are deployed to ensure the
private security providers might be necessary to protect TOTAL staff protection of the Group’s staff and assets, the Group entities maintain
and assets. In order to prevent any misuse of force, TOTAL asks an ongoing dialogue with the representatives of national or regional
Group employees, private security providers and government security authorities in order to raise their awareness on the need to respect
forces to implement the Voluntary Principles on Security and Human the VPSHR and encourage them to sign memorandums of 5
Rights (VPSHR) issued by States, NGOs and Extractive Companies. understanding that comply with these principles.
TOTAL has been a member of this initiative since 2012. Within this TOTAL regularly organizes training sessions and awareness-raising
framework, the Group publishes an annual report setting out the activities on the risk of misuse of force, and more generally on the
challenges, lessons learned and good practices in relation to VPSHR, for its staff, private security providers and government
security and human rights and, if applicable, reports any incidents security forces. In 2018, TOTAL partnered with other Extractive
associated with the Group’s activities. This report is available at Companies and the Myanmar Center for Responsible Business to
sustainable-performance.total.com. organize two VPSHR awareness workshops for government officials,
private security providers and NGOs in Myanmar.
Self-assessment and risk analysis tools have been developed and
are deployed, in particular, in the entities located in high risk countries
and conflict zones.

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Fighting corruption and tax evasion

5.8 Fighting corruption and tax evasion


5.8.1 Fighting corruption

5.8.1.1 Management commitment


TOTAL is a major player in the energy sector, in which public
authorities play a significant role and in which the amounts The constant high level of commitment by the General Management
invested may be very high. TOTAL is present in more than is reflected by the principle of zero tolerance for corruption that is set
130 countries, some of which have a high perceived level of out in the Group’s Code of Conduct. Managers have a duty to lead
corruption according to the index drawn up by Transparency by example and are responsible for promoting a culture of integrity
International. and dialog. This commitment is expressed in regular statements
made by the Chairman and Chief Executive Officer as well as through
TOTAL is aware of the risk of corruption and applies a principle
large-scale communications actions, such as the annual Business
of zero tolerance.
Ethics Day organized on the occasion of the UN’s International
Anti-Corruption Day and Human Rights Day. This event was held for
the fourth time in December 2018 and was devoted to the updated
To prevent risks of corruption, TOTAL has implemented a robust,
Code of Conduct which was published on the same day and
regularly updated anti-corruption compliance program that has been
presented by the Chairman and Chief Executive Officer in a video.
rolled out throughout the Group. The aim of this program is to
promote a culture of compliance, transparency and dialog, The commitment of the management bodies is also expressed
components that are key in ensuring the sustainability of the Group’s externally by TOTAL joining anti-corruption initiatives and supporting
operations and activities, as well as to meet legal requirements and, collaborative and multipartite approaches. TOTAL joined the
in particular, to comply with applicable anti-corruption laws, such as Partnering Against Corruption Initiative (PACI) (1) in 2016, thereby
the U.S. Foreign Corrupt Practices Act, the UK Bribery Act or the adhering to the PACI Principles for Countering Corruption. The
French law on transparency, the fight against corruption and the Group’s commitment has been further reinforced by TOTAL’s
modernization of the economy. Failure to comply with such legislation Chairman and Chief Executive Officer joining the PACI Vanguard
could expose the Group to a high financial and criminal risk, a risk to Board.
its reputation, as well as measures such as the review and
TOTAL is also a member of other initiatives that contribute to the
reinforcement of the compliance program under the supervision of
global effort to fight against corruption, such as the UN Global
an independent third party.
Compact since 2002 or the Extractive Industries Transparency
The commitment of the entire Group and the efforts undertaken are Initiative (EITI) (2) ever since it was launched in 2002. Furthermore, in
unrelenting in order to ensure the sustainability and continuous October 2018, TOTAL’s Chairman and Chief Executive Officer took
improvement of the anti-corruption compliance program, which the part in the International Anti-Corruption Conference, which is
U.S. authorities deemed to be appropriate in 2016, thus putting an organized every two years by Transparency International.
end to the monitorship process that was introduced in 2013.
5.8.1.2 Risk assessment
This program is drawn up by a dedicated organization acting at the
corporate and business segment levels: the Legal Risks Management To ensure that the compliance program is adequate regarding the
and Compliance department, headed by the Chief Compliance risks to which TOTAL is exposed, these must first be identified and
Officer, and the Branch Compliance Officers. They coordinate a assessed. Beyond the Group risk mapping, a risk mapping dedicated
network of nearly 390 Compliance Officers in charge of rolling out to the risks of corruption have been carried out at Group level and
and running the program at the subsidiary level. This structured every Compliance Officer is responsible for establishing a mapping
organization lies in close proximity to operational activities while having dedicated to the risks of corruption within their entities, with the aim
its own dedicated reporting line. of drawing up a suitable action plan. Employees are provided with
tools that help them identify the risk of corruption, e.g., the Typological
TOTAL’s anti-corruption compliance program is based primarily on
guide of corruption risks.
the following seven pillars: management commitment or “tone at the
top”, risk assessment, adoption of internal standards, awareness Specific rules have been adopted and incorporated within the Group
raising and training of the employees, feedback of information, referential in order to mitigate the identified risks.
including the whistleblowing system, mechanisms for assessing and
monitoring the implementation of the program, and imposition of 5.8.1.3 Internal standards
disciplinary sanctions in the event of misconduct.
As an essential element of the Group referential, the Code of Conduct
sets out the behavior to be adopted, in particular with regard to the
question of integrity. It prohibits corruption, including influence
peddling, and advocates “zero tolerance” in this area.
The Code of Conduct is complemented by a regularly updated set of
anti-corruption standards. The Anti-Corruption Compliance Directive,
which was updated in 2016, recalls the main principles and organizes
the roll-out of the anti-corruption program. It deals, among others,

(1) Launched in 2004 within the World Economic Forum, PACI now numbers approximately 90 major corporations and forms a platform for discussion that brings together business leaders
and governmental and non-governmental organizations, allowing them to share their experiences and ideas and develop best practices.
(2) The EITI brings together representatives of the governments of the member countries as well as representatives of civil society and business in order to strengthen transparency and
governance with regard to income from oil, gas and mineral resources.

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with commitment, training and awareness raising, accounting The consolidated data resulting from this reporting, which reflects
and book-keeping, the assessment system and whistleblowing the results of the implemented policies, is presented once a year to
mechanisms. This directive is complemented by rules that deal with the Executive Committee and the Board of Directors via the
more specific subjects in order to prevent the various identified risks. Governance and Ethics Committee. This presentation provides an
These rules relate, among others, to the due diligence process, i.e., opportunity to report the results of the undertaken actions at the very
the analysis and assessment of third parties before entering into highest level and to review the roadmap aligned with the identified
business relations with them. This analysis is performed according to areas of improvement.
criteria that differ depending on the risk level associated with the
In addition, TOTAL strives to develop a speak-up culture and asks its
type of third party. These provisions are incorporated in the supplier
employees to report any situations that they consider to be contrary
and service provider qualification process, which was harmonized in
to the Code of Conduct. This culture is encouraged by regular
2017-2018 in connection with the gradual roll-out of a shared
communications that inform personnel about the various speak-up
database within the Group.
channels; employees, depending on the option they feel is most
Standards have been drawn up to deal with other high-risk areas, appropriate, can contact: their line manager, their human resources
such as gifts and hospitalities, which have to be registered and manager, their Compliance Officer or Ethics Officer, or the Group
approved by the line manager above given thresholds; conflicts of Ethics Committee. Both employees and third parties can refer to this
interest, which must be declared to the line manager; compliance Committee by writing to [email protected]. The Group will tolerate no
programs implemented within joint-ventures; and human retaliation measure toward anyone who submits a report in good
resources-related processes such as recruitment. faith and undertakes to respect confidentiality.

5.8.1.4 Awareness raising and training 5.8.1.6 Assessment and monitoring


Awareness raising actions are carried out towards all employees. The anti-corruption program is monitored firstly by the line managers
The Group’s intranet contains a section on the fight against corruption and the Compliance Officers who are in charge of ensuring the
which provides employees with various media, e.g., the internal day-to-day implementation of the rules. Secondly, controls are
standards or guides such as the booklet entitled Prevention and fight performed by the Compliance function, in particular through
against corruption. Poster campaigns communicating the key assessment missions (referred to as compliance reviews) that are
messages in the risk areas are organized on a regular basis; the undertaken by a dedicated team within the Group’s Compliance
latest one was launched in mid-2018. An initial anti-corruption department. Internal Control also performs annual tests, in particular
e-learning course was rolled out in 2011 in 12 languages, followed by documentary checks, in order to verify the quality of the reporting
by a more in-depth e-learning module in 2015. This module is performed by the Compliance Officers. Thirdly, Group Audit helps
accessible to all employees and mandatory for the targeted personal monitor the anti-corruption program through audits performed
(approximately 30,000 employees). New employees are also required according to a framework that includes compliance topics or via
to follow these e-learning courses. more specific missions such as those relating to the Sarbanes-Oxley
regulations.
More targeted training courses are also provided for the most highly
exposed functions, whether by the corporate or segments
5
5.8.1.7 Sanctions
Compliance teams or by the Compliance Officers in the subsidiaries.
In-depth training is available to the Compliance Officers and a digital In line with the principle of zero tolerance and in application of the
training program, intended more specifically for new Compliance Code of Conduct and the Anti-Corruption Directive, any infringement
Officers, was launched in early 2019. of the anti-corruption standards must give rise to disciplinary
sanctions, up to dismissal. The Group’s resolve in this matter is
5.8.1.5 Feedback of information recalled in communication media intended for employees as well as
on the intranet. This resolve, which results from the management
The feedback of information is ensured primarily through an annual
commitment, contributes, with the other pillars described above, to
reporting process. This is performed by the Compliance Officers,
the robustness of the anti-corruption compliance program.
reviewed by their Branch Compliance Officer and sent to the Chief
Compliance Officer. This reporting contributes to monitor the roll-out
and implementation of the anti-corruption program, through figures
on key elements of the program, for example the number of training
courses or due diligences performed.

5.8.2 Fighting tax evasion

In this context, TOTAL has developed a responsible tax approach


With a presence in more than 130 countries through
based on clear principles of action and rigorous governance rules as
1,191 consolidated affiliates, TOTAL carries out its operations
set out in its tax policy statement, which was released in 2014 and is
in a constantly changing environment and is subject to an
available to the public at sustainable-performance.total.com.
increasingly complex set of tax regulations, which may be in
conflict when combined or subject to varying interpretations,
thus giving rise to potential tax risk.

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Societal challenges

“Tax policy: processes to manage risk and ensure compliance with tax
disclosure and filing obligations.
Tax payments of TOTAL represent a substantial part of our Group’s
economic contribution to the countries in which we operate. The management of tax risks is fully integrated in the Group’s
global risk governance process. As part of this process, the Group
TOTAL is mindful of its responsibility and is committed to paying
VP Tax regularly reports to the Audit Committee and the Group
its fair share of taxes to the host countries of its operations,
Risk Committee on TOTAL’s global tax position, risk monitoring
in compliance with applicable laws and conventions and in
and associated improvement actions.
accordance with our Code of Conduct.
We engage with a broad range of stakeholders, and especially
Our intercompany transactions are thus based on arm’s length
with tax authorities, in a timely, transparent and professional
terms and our tax strategy is aligned with our business strategy.
manner which is the basis of a constructive and long term
The formation of affiliates worldwide is driven by business
relationship.
operations, as well as regulatory constraints and JV requirements.
It is the Group’s long term commitment not to create affiliates in As a permanent member of the Extractive Industries Transparency
countries generally acknowledged as tax havens and to repatriate Initiative (EITI) since its creation in 2002, Total fully supports
or liquidate existing affiliates, where feasible. initiatives for greater transparency and accountability. We encourage
governments to ensure that the tax reporting obligations they will
Our tax policy’s prime focus is certainty and sustainability in the
impose upon multinational groups are consistent, coordinated and
long term. We believe that the expected short term tax benefit
proportionate.
derived from artificial or aggressive tax planning will often be
outweighed by the reputational and future tax litigation risks Total publishes in its Registration Document an annual report
inherent in such schemes. covering the payments made by the Group’s extractive affiliates to
governments (1) and the full list of its consolidated entities, together
The Group takes a responsible approach to the management and
with their countries of incorporation and of operations.”
control of taxation issues, relying on well-documented and controlled

Since 2017, the Group also files a country-by-country reporting to the French tax authorities.

5.9 Societal challenges

TOTAL puts its societal responsibility at the heart of its activities, in


The Group has therefore identified its main societal challenges:
keeping with its ambition to become the major in responsible energy
and the principles formally set forth in its Code of Conduct and its — to manage societal challenges related to operations in a
Safety Health Environment Quality Charter. responsible manner;
While the Group’s activities may cause nuisances and have negative — to promote the economic development in the territories
impacts on the living conditions of local communities and residents, where it is present through employment;
they are also a source of opportunities through the socio-economic
— to engage with citizenship initiatives.
development that they fuel. In line with its socially responsible
commitments, the Group intends to actively support local and global
initiatives that contribute to more inclusive growth and global
In an effort to offer practical responses to its societal challenges that
progress.
are adapted to the multitude of realities it encounters in the field, the
TOTAL HSE and Civil Society Engagement divisions support the
Group entities in their Group societal initiatives.

5.9.1 Managing societal challenges related to operations in a responsible manner

The Group’s operational societal approach in the territories where it and cultural issues in the impacted area. It is complemented by
is present is based on a structured process that is implemented with societal impact assessments that measure and analyze the societal
the support of dedicated teams: impacts – actual and potential, positive and negative, direct and
indirect, in the short, medium and long term, intentional or
1) Analysis of the challenges and the societal context unintentional – of the project on the stakeholders. They cover areas
such as the socio-cultural, economic and real estate context and
Before an industrial project is developed by the Group, an initial
ecosystem services. In 2018, Exploration & Production conducted
pre-project survey is conducted to identify any potentially affected
seven assessments.
stakeholders and to describe and assess the main socio-economic

(1) Refer to point 9.3 of chapter 9.

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The assessment of risks and issues by the risks Committee (CORISK), 3) Implementing and monitoring societal actions
before an investment project is submitted to the Executive Committee, and projects
takes the societal aspects into consideration.
The societal approach is integrated within operations through the
The internal standards require all the Group’s entities and subsidiaries internal industrial health, safety, security, societal and environmental
to conduct and update, at least every five years, an assessment management system. Internal expectations regarding the management
of their societal context in terms of the exposure of the entity or of stakeholders and local impacts are formally expressed in an internal
subsidiary and of the impact of its activities on its stakeholders, and Group rule that applies to all the operated entities. Guides, manuals
in particular the sensitivity of the human, social, economic and cultural and a community of practices are available on the Group intranet site
context, as well as the societal impacts (including human rights) of to help the entities to implement their operational societal initiative.
their operations and their presence.
The societal teams reporting to HSE departments and their
correspondents with the Group entities oversee the fulfillment of
2) Development of a societal strategy integrated
these requirements. Societal aspects are included within the scope
with operations
of the HSE audits that produce recommendations to reinforce the
Every entity pays close attention to local issues by defining short-term control of operations. In keeping with the strategic orientations
and long-term societal targets and its priority fields of action that defined by General Management, each entity and subsidiary conducts
take account of: an annual self-diagnostic of the activities it operates. All the societal
actions taken are listed in an annual internal reporting.
— the need to remain within the regulatory and contractual
framework, as well as meeting the applicable international In addition to the global training covering all the HSE topics, specific
standards; training is delivered to managers and operational personnel in charge
of societal matters, such as The basics of societal engineering (seven
— the social, economic and environmental concerns and
sessions in 2018, with 109 trainees, including 49 in Nigeria) or
expectations of the stakeholders;
advanced and specific training modules in the operations of
— the assessment of the societal context in terms of risks and Exploration & Production (four sessions in 2018, with 32 trainees).
impacts;
In an effort to structure its societal initiative, in 2006, TOTAL
— The Group’s ambitious commitments to civil society. introduced the internal Stakeholder Relationship Management (SRM+)
methodology that aims to facilitate the mapping out of the
These targets are built into a structured operational action plan,
stakeholders and the societal issues related to the local context, and
based on three pillars:
to commit to an action plan intended to build trusting relationships
— dialogue and involvement of local stakeholders; over time. SRM+ has been deployed in almost every subsidiary. The
Group also developed MOST (Management Operational Societal Tool)
— avoiding and reducing the societal impacts of the Group’s
for its Exploration & Production subsidiaries. This tool, which includes
activities;
a geographical information system, can be used to manage relations
— taking initiatives in favor of the local communities and residents. with stakeholders, complaints about sites, as well as societal projects 5
and the resulting specific actions (access to land, compensation,
dialog) more efficiently.

5.9.1.1 Dialogue and involvement of local stakeholders

TOTAL takes initiatives to establish dialogue by listening to and — feedback to the stakeholders on the actions taken and
involving stakeholders in order to develop constructive and transparent completed.
relations with them. For industrial projects developed by the Group,
TOTAL acknowledges the specificities of indigenous and tribal
this information, consultation and dialogue process starts well before
peoples (as referred to in International Labor Organization’s
any decisions on investments.
Convention No. 169) and has developed a Charter of Principles and
In accordance with the Group’s framework, every Group entity and Guidelines Regarding Indigenous and Tribal Peoples to be followed
subsidiary is expected to dialogue regularly with its stakeholders with communities that are in contact with its subsidiaries. This charter
about the assets, activities or sites that it operates, in order to better encourages the use of experts in order to identify and understand
understand their concerns and expectations, to measure their these peoples’ expectations and specificities, consult with them and
satisfaction and to identify means of improving the entity’s societal contribute to their socioeconomic development.
policy.
The approach to dialogue at Exploration & Production is managed in
On the basis of the map of local stakeholders, which is drawn up certain subsidiaries by mediators, called Community Liaison Officers
and regularly updated as part of the SRM+ methodology, the entities (CLO), who liaise between the entity and the surrounding populations.
concerned are required to establish a dialogue process that is Employed by TOTAL, they are from the local communities, speak
structured as follows: their language and understands their customs, and they play a
decisive role in reaching a mutual understanding. Special attention is
— information on the entity’s activities that could have impacts and
paid to the most vulnerable populations. By way of example, in Papua
on the planned mitigation actions;
New Guinea in 2018, the appointment of a woman from a Papua
— listening to opinions, concerns, perceptions and expectations, tribe residing close to Block PRL 15 as the CLO, helped to establish
public consultations; constructive dialog, with the involvement of women in this process.
— consideration of the concerns and expectations in the action
plans deployed;

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Refining & Chemicals has set up structures for dialogue and authorities. Open days are also organized on the occasion of the
exchanges with local stakeholders (such as the Community Advisory inauguration of new facilities or of site anniversaries, for example at
Panels in the United States or the special local commissions on the Lindsay (United Kingdom), Port Arthur (United States), Carling
some European platforms). In 2018, the Feyzin site celebrated the (France) and Antwerp (Belgium) platforms. These events are ideal
tenth anniversary of its residents’ Conference, which organizes opportunities to maintain dialogue and build trusting relations.
quarterly exchanges with area residents, NGOs and the local

5.9.1.2 Managing the societal impacts of the Group’s activities

Societal impact assessments conducted upstream of industrial Impacts on cultural and religious practices and heritage
projects developed by the Group help to identify the types of potential
— In Lebanon, in the preliminary study phase of the Block 4 and
impacts of the activities on the communities and to set up specific
Block 9 exploration project, an assessment of the underwater
and adapted local action plans to avoid, reduce or compensate for
archeological potential was conducted.
these impacts.
Handling grievances from local communities
Avoid, reduce and compensate
The Group framework provides for the implementation of operational
The action plans usually cover the common topics presented below.
procedures to handle grievances by providing local communities with
The actions taken to minimize the impacts must be adapted to the
a preferential, rapid and simple channel to voice their problems and
local context, the stakeholders involved and the type of project. In
grievances. The Group’s local entities handle these grievances in
every project, special attention is paid to listening to vulnerable
order to offer an appropriate response to anyone who feels that they
populations (women, ethnic minorities, natives, etc.). The following
have suffered damage as a result of the activity and to improve
examples illustrate some of the actions taken in 2018:
internal processes in order to reduce nuisances or impacts that may
Impacts and nuisances for local communities and residents be caused by the activities.
— In Mauritania, in order to avoid accidents in fishing zones, Fishing At Exploration & Production, a set of tools is made available to the
Liaison Officers were assigned to the seismic line-laying boats in subsidiaries, including, in particular, a standard procedure designed
order to dialogue with fishermen during the seismic campaign of to make it easier for local communities to access the grievances
Block C7. mechanisms. This standard procedure complies with the United
Nations guiding principles on Business and Human Rights. By way
Impacts on access to land and water
of example, a campaign was organized in Senegal to inform
— In Tanzania, where 4,000 hectares of land and 200 villages will fishermen in the coastal villages between Dakar and Joal about the
be impacted to varying degrees by the 1,143 km pipeline project, ROP Block offshore seismic campaign. The existence and workings
a major program to involve the stakeholders is being deployed of the grievances management mechanism were explained to them.
by a dedicated local team in order to facilitate access to In Tanzania, access to this mechanism and contact with the project
information for the greatest number and to come up with teams were made easier by installing visual materials, information
differentiating solutions that take the concerns and problems of noticeboards, letter boxes, a free telephone number and information
the various populations concerned into consideration (nomads, offices were installed in the villages concerned.
shepherds, traditional miners).
Grievance management systems are in place on every
— In Papua New Guinea, where land law is customary, i.e., based ISO 14001-certified Refining & Chemicals platform. The local
on ancestral oral traditions, social mapping and identification of communities are extensively involved in the search for solutions to
landowners has been carried out in the LNG PRL-15 project control the impacts of the Group’s activities.
area in accordance with the petroleum developments law.
At Marketing & Services, a guide intended to raise awareness of
Impacts on socio-economic activities (economic losses) grievance management helps the subsidiaries and the operational
and employment sites to set up dedicated systems that are separate from the business
grievances circuit.
— In France, Carling and La Mède have taken action to enhance
the attractiveness of the platforms (refer to chapter 5.9.2.2).

5.9.1.3 Taking initiatives in favor of the local communities and residents

Built on constructive dialog, the involvement of stakeholders bears First and foremost, the projects address the issues of local
witness to the Group’s will to build trusting, long-term relations. The development and solidarity and favor cooperation and skills
long-term future of societal projects is guaranteed by partnerships development.
with local institutions and organizations. TOTAL cooperates directly
with the local authorities in all its actions and collaborates with NGOs
that have experience in the field.

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At Exploration & Production, the following initiatives are just some — TEP Congo inaugurated a community center for the populations
examples of the approach adopted: living in Djeno, where the oil terminal operated by TOTAL is
located. The center features sports facilities, a conference center
— In Papua New Guinea, the Societal Baseline Study and the
and a library.
Human Rights Impact Assessment (HRIA) highlighted the critical
nature of health problems, especially among women for which At Marketing & Services, TOTAL is pursuing its actions against
maternal mortality rates are very high. A partnership with the energy insecurity in France notably for support and to help
government agency NVS (National Volunteer Service) resulted in low-income households thermally renovate their homes. The Group
the hiring of two social workers to help the populations in the works alongside the French government and other energy suppliers
villages close to Block PRL 15, who live under very precarious in the “Living Better” program, as well as the Coup de pouce
sanitary conditions. Members of the local communities are being économies d’énergie (energy saving boost) initiative launched in
trained to eventually replace the social workers as employees of February 2017.
the Gulf Province. Care centers are being set up, and in two
In 2018, Refining & Chemicals has concluded a number of
years (2017 – 2018) more than 4,000 consultations have taken
partnerships with educational institutions. As for example, in France,
place.
SOBEGI (Lacq) which is involved in a partnership with La Cité scolaire
— In Nigeria, TOTAL supported the Agric Farm Project dedicated de Mourenx which is based on constructive and diversified exchanges
to the communities neighboring OML 58 that conducts research (e.g., on site intervention by SOBEGI employees to increase
and introduces new varieties of plants to improve the yield of awareness in the field of circular economy among bachelors’
local agricultural activities. students; welcoming of students during three weeks on the industrial
facilities; support for students and teachers in the Olympiades de la
— Total Austral launched the first Expertos en Seguridad (safety
Chimie; organization of a competition of noses as part of the Year of
experts) operation in Neuquén and Tierra del Fuego provinces,
Chemistry.
with the participation of five schools located close to the
subsidiary’s operations in Añelo and Rio Grande. The Total’s In the Gas, Renewables & Power branch, an entity is dedicated to
Road Safety Cube road safety awareness-raising program for the development of an access-to-energy offer based on clean and
children was attended by 756 children aged between 8 and 12 affordable solutions (refer to point 2.2.3 of chapter 2).
in 18 educational workshops.

5.9.2 Fostering economic development through employment

The Group is building a global, integrated local development These action plans help to structure technical resources, in particular
approach (“in-country value”) that creates synergies among all the through training, by strengthening human skills and supporting the
value-creating elements for host countries (employment, subcontracting, economic development of areas of high employment by supporting
infrastructure, support for local industries, socioeconomic development local SMEs and recruiting local people. For example, in Nigeria, 77%
projects, education, access to energy, etc.) by promoting the Group’s of hours on the FPSO project for the Egina field were worked by
industrial know-how. TOTAL promotes actions that help to strengthen local people.
the capacity of individuals and local organizations to organize their
development independently and durably, by favoring co-construction 5.9.2.2 Leveraging the reindustrialization
and partnerships with local players. of the Group’s platforms
In addition to the jobs generated by its activities, the Group, as a
5.9.2.1 Developing an approach to create
responsible company, supports SMEs, mainly in France, through its
shared value
Total Développement Régional (TDR) subsidiary. TDR proposes
The Group is committed to creating jobs and using resources for its various measures that contribute to creating and keeping jobs in the
projects and operations (local citizens and local subcontractors), if long term, such as financial support for the creation, development or
it’s operational imperatives so permit. Human skills-building and local takeover of SMEs in the form of loans, support for industrial
SME support programs complete this commitment, resulting not only redeployment with actors in local development, or support for exports
in the development of local capacity, but also in the economic and international development. Between 2016 and 2018, loans were
diversification of the territories where TOTAL operates. granted to more than 500 SME projects, amounting to a total of
more than €30 million, and support for more than 10,000 jobs.
To guarantee the coherence over time of each project’s action plans,
their durability in the production phase and the optimization of the Additionally, the Group is pursuing its projects for the future of the
allocated resources, this long-term initiative forms part of a local Carling, La Mède and Lacq platforms. The Voluntary Agreements for
industrial strategy that aims to maximize the impact on the host Economic and Social Development (CVDES) signed for Carling and
country measured in terms of new jobs. This strategy is applied to La Mède set forth the Group’s commitments in terms of support for
each of the Group’s major industrial projects with high local-content SMEs and industrial actions.
impacts, after first analyzing all the industrial and human capacities
On the Carling industrial platform (France), following the shutdown
and the associated risks, resulting in a plan of specific actions. For
of the second steam cracker in 2015, TOTAL is proceeding with this
example, an analysis of this kind was made in 2018 in Tanzania as
industrial redeployment without any job losses and in keeping with
part of the EACOP project.
its contractual commitments to its customers and partner companies.
In particular, the Group has set up a fund to support subcontractor
companies. TOTAL has invested €190 million in order to develop
new activities in the growing hydrocarbon resins (Cray Valley) and
polymers markets.

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TOTAL is also involved in developing a shared services offer on the In 2018, TDR also supported the industrial development of three
platform to boost its appeal and support the arrival of new industrial local companies, with the creation of 94 new jobs.
actors.
On the Lacq platform in France, a TDR unit, hosted by Sobegi, the
— A first industrial project (SNF Coagulants, €19 million of platform’s controller, is improving the platform’s marketing and
investments and 25 direct jobs) was launched in 2017; research offer and examining third-party industrial projects that could
join the platform. 2018 saw the launch of the new “The Lacq
— In October 2018, Quaron, France’s leading chemicals distributor,
Advantage” platform offer, with a dedicated web site. A working
confirmed its decision to open a new chemicals distribution and
group comprising the Pau-Béarn chamber of commerce and industry,
formulation site on the platform (20 industrial jobs in the long
the Chemparc public interest group, the Lacq-Orthez district authority,
term);
Sobegi and TDR is actively looking for investors in Europe and Asia,
— Two innovative biochemicals companies: Metabolic Explorer has with the help of two expert consulting firms.
confirmed its decision to invest (€48 million and 48 direct jobs);
The examination of Fonroche’s industrial project to produce biogas
Afyren has finalized its funding plan (€50 million and 50 direct
on the Lacq platform has reached an advanced stage.
jobs) and intends to lift the technical conditions applying to its
arrival on the platform.
5.9.2.3 Supporting the creation of new businesses
In this way, TOTAL confirms its responsibility towards the employment
Following the success of TOTAL’s first Startupper of the Year
areas in which the Group operates as well as its commitment to
Challenge in 34 African countries in 2015, the 2018-2019 challenge
maintain a strong and lasting industrial presence in the Lorraine
has been extended to 55 countries worldwide and will support and
region.
reward young local entrepreneurs in 2019 who have launched a
Plan to convert the La Mède refinery (France) through an initial project or created a company in the last two years, irrespective of
investment greater than €275 million is underway to create the first the segment of activity. The 13,100 projects, complete and compliant
French biorefinery and an Adblue (1) production workshop, establish with the rules, submitted in the autumn of 2018 have been assessed
an 8 MW solar farm and set up a training center in partnership with according to three criteria: their innovative character, their social and
the IFP Énergies nouvelles. This project will be completed without societal impact and their feasibility and development potential.
any lay-offs.
A Grand Jury will then meet to select the six continental “Grand
TDR is supporting the subcontractors and putting the Group’s Winners” from the winners in each country. In keeping with the
commitments into action. In particular, as a qualified member of Group’s promise to develop women’s careers, the 2018-2019
PIICTO (Platform for Industry and Innovation at Caban Tonkin), TDR challenge will award one “Female favorite” per country to support
organized PIICTO bio-industries working group, which is targeting female entrepreneurs. This special prize will be awarded in addition
the profile of new enterprises that could become part of the industrial to the other prizes.
fabric of the Etang de Berre. As a consequence, in 2018, the
Much more than an entrepreneurial contest, the 2018- 2019
Aix-Marseille-Provence district authority issued a call for interest in
Startupper Challenge confirms TOTAL’s wish to support the
an attempt to attract investors in the fields of the energy transition
socio-economic development of the countries worldwide where the
and energy efficiency, sustainable biofuels and bio-industries.
Group is present. It contributes locally to the strengthening of the
In October 2018, the Chinese group Quechen signed a building lease social fabric by helping the most innovative entrepreneurs to turn
with the Marseille port authority for a 12-hectare plot of land in the their projects into reality.
heart of the PIICTO platform that will host a plant producing silica for
In parallel to this initiative, the Group’s segments and subsidiaries
“green tires” (an investment of €105 million and 130 direct jobs),
locally support entrepreneurship through partnerships.
representing a major Chinese investment in a new production plant
in France.

5.9.3 Engaging in citizenship initiatives

TOTAL is also involved in the community through civic initiatives in Through this program, the Group and the Fondation d’entreprise
all of its host regions. They extend and complete the actions taken Total want to contribute to the development of the territories where
as part of its economic activities. the Group is present, alongside their partners. With a clear focus on
young people, the program concentrates on four themes: road safety,
5.9.3.1 The Total Foundation program forests and climate, youth inclusion and education, and cultural
dialogue and heritage.
In the face of societal issues and today’s environmental challenges,
TOTAL wishes to strengthen its public interest initiatives. This strong In 2018, the Group’s citizenship initiatives were gradually brought
commitment is part of TOTAL’s ambition to become the responsible into line with these themes:
energy major. In 2017, the Group drew up a new citizenship
— Road safety: safer mobility by educating youth under the age of
commitment policy, aligned with its history, values and businesses,
25, training and raising the awareness of specific populations
to intensify its impact. This policy is currently being deployed
and supporting and encouraging the authorities to implement
internationally to gradually include community support initiatives.
road safety policies.
Against this backdrop, the Total Foundation program covers the
For example, in 2018, the Fondation d’entreprise Total teamed
actions of solidarity taken every day worldwide by the Group’s sites,
up with the Michelin Company Foundation to launch the VIA
subsidiaries and Fondation d’entreprise. The Total Foundation
road safety education program. With its innovative and interactive
program is driven mainly by Fondation d’entreprise Total in France,
methodology, this program aims to raise awareness amongst
whose accreditation was renewed at the end of 2017 for the five
10 to 18-year-olds by inviting them to propose ways of identifying
years from 2018 to 2022, with a budget of €125 million.

(1) Fuel additive intended for road transport and designed to lower nitrogen oxide (NO X) compound emissions.

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risks and changing behaviors. The program kicked off with three people to learn a trade using the “learning by doing” teaching
pilots in France, Cameroon and India. The Fondation d’entreprise method. It is supporting the United Way-l’Alliance’s “Défi
Total is also a founding member of the United Nations Road Jeunesse” program that aims to create the conditions conducive
Safety Trust Fund that aims to contribute to the achievement of to a professional future chosen for young people from priority
target 3.6 of the United Nations SDGs: to halve the number of districts. It is also pursuing its involvement with “Sport dans la
global deaths and injuries from road traffic accidents. Ville”, whose “Job dans la Ville” project supports the training and
professional integration of young people. Additionally, the
— Forests and climate: an environment more beneficial to humans
Fondation d’entreprise Total continues to support “La Fondation
through the natural storage of carbon by conserving and restoring
La France s’engage”, which allows for the development of
forests, mangroves, wetlands and degraded soils, by improving
innovative projects in the social and inclusive economy.
biodiversity and the quality of life of local communities through
the conservation and restoration of sensitive ecosystems, by — Cultural dialogue and heritage: for cultural openness and the
raising awareness and training, especially young people, in promotion of heritage through actions to conserve and hand
environmental conservation. over architectural and cultural heritage, to support contemporary
creation by young people and access to culture and artistic and
For example, in 2018, three new partnerships were launched to
cultural education.
conserve and protect sensitive ecosystems in France: one with
the French State forestry agency ONF, to conserve France’s For example, in 2018, the Fondation d’entreprise Total renewed
State-owned forests and protect them against natural risks, one its three-year agreement with the Fondation du patrimoine to
with the agency for the protection of the coastline, to look for fund works to restore heritage that encourage the
natural solutions to the effects of climate change on the coastline, socio-professional integration of young people and local vitality.
and one with the Port-Cros national park, to restore It also supports numerous initiatives in favor of artistic and cultural
Mediterranean forests destroyed by fires and manage fire-related education that attempt to combat the mechanisms of social
risks. The Fondation d’entreprise Total also plans to become reproduction and to broaden the opportunities of the participants,
involved in a junior tranche of the Land Degradation Neutrality including the Paris National Opera’s “Dix Mois d’École et
Fund, the world’s leading fund tasked with restoring soil or d’Opéra” program and the Paris Philharmonic Orchestra’s
reducing soil degradation on a large scale. This fund was created “Démos” program. Additionally, it works to enhance the appeal
in 2017 under the terms of the United Nations Convention to of the areas where it is present and to promote contemporary
Combat Desertification (UNCCD) and Mirova, the Natixis creation in the regions, by supporting events such as Marseille
management company dedicated to responsible investment. Provence 2018.
— Youth education and inclusion: empowering socially at-risk
5.9.3.2 The employee volunteering program
young people, through actions in support of academic success
and personal development, the development of training and Since the end of 2018, the Group has launched Action!, the Group’s
professional integration programs, in particular in industry, and Employee Volunteering Program, through which TOTAL gives its
support for entrepreneurship. employees the time and means to get involved and contribute to the
development of the areas where the Group is present. It thus gives
5
For example, in 2018, to contribute to the empowerment of
employees, on a voluntary basis, the possibility to support, up to
socially fragile young people and their professional integration, in
three days per year during their working time, or outside of it, local
France, the Fondation d’entreprise Total supported the
solidarity projects within the scope of the Total Foundation Program.
development of Les Ecoles de production that enable young

5.10 Contractors and suppliers

TOTAL’s activities generate hundreds of thousands of direct and


Through their activities, the Group’s subcontractors and
indirect jobs worldwide. Present in more than 130 countries, the
suppliers may face the same risks that the Group encounters
Group currently works with a network of more than 100,000 suppliers
in its own activities notably in terms of social, environmental,
of goods and services worldwide. In 2018, the Group’s purchases of
societal and corruption-related risks. The most prominent risks
goods and services (excluding petroleum products and vessel
relate mainly to human rights in the workplace (forced labor
chartering by Trading & Shipping) represented approximately
and child labor, discrimination, fair and equitable working
$29 billion (1) worldwide. The allocation of expenditures on the Group
conditions and safety), health, security and safety, corruption,
level is approximately 32% for goods (products, materials, etc.) and
conflicts of interest, fraud and the environment.
approximately 68% for services (in particular consulting services,
work with supply of materials, transport, etc.).

(1) $25 billion excluding Hutchinson, SunPower and Saft Group.

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TOTAL’s success as a responsible company is played out all along Purchasing services and assisting the Group’s entities and sites,
its value chain, and the Group is convinced of the importance of mainly in Exploration & Production, Refining & Petrochemicals,
working with suppliers that respect human rights and take care of Marketing & Services and Gas, Renewables & Power. This approach
their employees. The Group expects its suppliers to adhere to is complemented by employee training programs and actions to raise
principles equivalent to those in its own Code of Conduct, as set out awareness amongst the Group’s partners, customers and suppliers.
in the Fundamental Principles of Purchasing directive. To this end, Its success is also based on TOTAL’s involvement in international
the Group wanted the management of its supplier relations to be initiatives or collaborative approaches specific to the energy sector
coordinated by the dedicated cross-functional “Total Global that promote the emergence of good practices.
Procurement” entity, which is tasked, in particular, with delivering

5.10.1 The Group’s responsible procurement policy

The Group ensures that contractual conditions are negotiated in an In 2018, 196 procurement representatives were trained on respect
equitable manner with its suppliers. The Code of Conduct restates of human rights and working conditions by suppliers, and 250 on
this requirement and the three essential principles that guide TOTAL’s anti-corruption rules.
relations with its suppliers: dialogue, professionalism and the
The Group provides its procurement representatives with supporting
fulfillment of commitments.
materials, such as the “Sustainable Purchasing Awareness Cards”
These principles are also set forth in the Fundamental Principles of that recap human rights at work and identify the purchaser practices
Purchasing, launched in 2010, that specify the commitments that that must alert them. A set of communication tools intended to help
TOTAL expects its employees and suppliers to adhere to in the procurement representatives to enter discussions on the Fundamental
following areas: respect for human rights at work, the protection of Principles of Purchasing was also distributed within Total Global
health, safety and security, preservation of the environment, Procurement. The materials used in the annual performance review
prevention of corruption, and conflicts of interest and the fight against have been revised to include a section on human rights.
fraud, respect for competition law, as well as the promotion of
In June 2018, the International Procurement Days brought together
economic and social development. These principles were drawn up
the 170 procurement representatives present in 41 countries. The
in keeping with the fundamental principles defined in particular in the
Fundamental Principles of Purchasing were distributed during the
United Nations Universal Declaration of Human Rights, the
event and the internal supplier qualification and audit processes were
conventions of the International Labor Organization, the United
presented.
Nations Global Compact and the OECD Guidelines for Multinational
Enterprises. With respect to the development of good practices in business
relations, TOTAL also launched an initiative to raise its employees’
Furthermore, a Sustainable Procurement road map defines TOTAL’s
awareness of mediation as an alternative method for resolving
guidelines in this area. A Sustainable Procurement Committee
disputes. Since 2013, a training day run by professional mediators to
regularly brings together the Management Committee of Total Global
raise awareness of mediation has been organized in French and
Procurement and the Civil Society Engagement (including the Human
English. In 2017, an open day for employees of the Group, lawyers and
Rights Department), HSE and Legal divisions as well as the Ethics
suppliers, enabled participants to learn about the benefits of mediation.
Committee. It is tasked with monitoring the implementation of the
A brochure designed to increase awareness of the mediation process
Group’s Sustainable Procurement road map.
is available to all Group employees. In addition, an email address is
available on the Group website (under “Suppliers”). The Group’s
Employee awareness-raising actions and training
suppliers can contact the internal supplier mediator using a generic
TOTAL has set up a number of channels of communication to raise email address ([email protected]). The internal
employee awareness of the risks and issues related to its supply mediator is tasked with facilitating relations between the Group and
chain. Training modules explaining the Group’s ethical commitments its French and international suppliers. The general purchasing terms
and the Fundamental Principles of Purchasing have been developed and conditions also mention the possibility of recourse to mediation.
for and made available to Group procurement representatives.

5.10.2 Extension of the Group’s policy to the supply chain

TOTAL expects its suppliers to: — ensure that their own suppliers and subcontractors adhere to
these Fundamental Principles of Purchasing,
— adhere to the Fundamental Principles of Purchasing and ensure
that they are adhered to in their activities, — refer to the Group Ethics Committee when in doubt or in the
event of any malfunction.
— accept to be audited according to these principles,
— remain attentive to the everyday working conditions of their
employees and their suppliers’ employees,

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The rules set out in these Principles must be included or transposed with suppliers that respect human rights, on the one hand, and take
into the agreements concluded with suppliers. To this end, these good care of their employees, on the other. The goal of this common
Principles are available for consultation by all suppliers in both French approach is to encourage the improvement of working conditions in
and English on TOTAL’s website (under “Suppliers”). the supply chain of the companies involved. This initiative addresses
the United Nations SDG N° 8: “to promote sustained, inclusive and
The supplier qualification process sustainable economic growth, full and productive employment and
decent work for all”.
The supplier qualification process was harmonized at Group level in
2017 by Total Global Procurement. A new internal framework was
Supplier awareness-raising actions
published in 2018. A new computerized qualification tool will gradually
be rolled out starting in 2019, with a planned scope of 107 countries The deployment of the anti-corruption policy in purchasing continued
thus far. in 2017 with awareness-raising sessions for strategic suppliers at
the Suppliers Day. This event gathered more than 100 suppliers that
It will be used to automate and document the supplier qualification
are considered to be strategic in view of their contribution to Group
process, which unfolds in four stages:
operations. In addition to numerous initiatives taken in previous years,
1. confirmation of interest; in 2018 approximately 229 suppliers underwent an anti-corruption
analysis through the issuing of specific questionnaires, completed, in
2. a risk pre-analysis to decide whether an in-depth analysis of each
some cases, by external inspections.
criterion is necessary (HSE, anti-corruption, societal, financial,
technical); Every year, one of the departments of the IPO (TOTAL IPO in
Shanghai, China) organizes a compliance day and invites one of its
3. determination of the qualification status;
approved suppliers. It can explain the actions it takes regarding
4. monitoring and renewal of qualification. Qualifications are valid anti-corruption compliance, the concrete problems encountered and
for three years. how it deals with them. The discussions, based on case studies and
topical issues, are enlightening for all. In 2018, this event was held in
The supplier assessment process December (refer also to point 5.8.1 of this chapter).
Simultaneously, the Group has set up a supplier assessment process Finally, pursuant to Rule 13p-1 of the Securities Exchange Act of
to identify and prevent risks of severe impacts on human rights and 1934, as amended, which implemented certain provisions of the
fundamental freedoms, human health and safety. Thus, since 2016, Dodd-Frank Wall Street Reform and Consumer Protection Act of
the Group started conducting campaigns to audit working conditions 2010, TOTAL has submitted since 2014 to the SEC an annual
amongst its suppliers. These audits are conducted by a specialized document relating to “conflict minerals” (1) sourced from the
service provider, with which TOTAL signed a framework contract Democratic Republic of the Congo or an adjoining country. The
in 2016. document indicates whether, during the preceding calendar year,
any such minerals were necessary to the functionality or production
Since 2017, the Group has been rolling-out specific training for Group
purchasers to evaluate suppliers with respect to human rights.
of a product manufactured (or contracted to be manufactured) by
the TOTAL S.A. or one of its affiliates had. The main objective of the
5
Moreover, in September 2018, TOTAL, BP, Equinor and Shell rule’s obligation to publish this information is to prevent the direct or
announced their intention to develop a common collaborative indirect funding of armed groups in central Africa. For more
approach to assess the respect of human rights by their suppliers. information, refer to TOTAL’s most recent publication available at:
The partner companies are convinced of the importance of working sustainable-performance.total.com or www.sec.gov.

5.10.3 The Group’s responsible procurement commitments

Since 2010, TOTAL is a signatory to the French Economy and in terms of decent work and respecting human rights in its supply
Finances Ministry’s Sustainable Supplier Relations Charter, which chain by signing the “Six Commitments” of the United Nations Global
aims to allow more sustainable and balanced relations between Compact.
customers and suppliers.
The Group’s buyers also take part in international working groups on
Worldwide, a CSR global agreement monitoring Committee (known responsible procurement. TOTAL is an active member of IPIECA’s
as the “FAIR Committee”) meets every year in the presence of Supply Chain Working Group. Building on the workshops held since
representatives who are members of trade unions affiliated with the 2015, TOTAL continued to participate in the Operationalization of the
IndustriALL Global Union and appointed by this federation to monitor UN Guiding Principles work organized by the IPIECA, aimed at both
and implement the agreement. It identifies good practice and areas oil and gas companies and engineering, procurement and
for improvement. In application of the areas for improvement defined construction (EPC) contractors.
by this Committee, the programs mentioned earlier have already
Finally, the Group pays special attention to the disabled and protected
been set up: Suppliers Day, International Procurement Day and
employment sectors. In France, the Group’s purchases from this
trainings in human rights for purchasers.
sector enabled the achievement of an indirect employment rate of
Since 2018, TOTAL has been a member of the United Nations Global nearly 1% in 2018. TOTAL is a member of the Pas@Pas association
Compact platform on Decent Work in Global Supply Chains, and, in and provides its buyers with an online directory that can be used to
this capacity, takes part in various workshops that aim to help the identify potential suppliers and service providers (disabled or
member companies of the Global Compact to make progress in this protected employment sectors) by geographical area and by category
area. In December 2018, the Group committed to pursuing its efforts (refer to point 5.3.5.3 in this chapter).

(1) Rule 13p-1 defines “conflict minerals” as follows (irrespective of their geographical origin): columbite-tantalite (coltan), cassiterite, gold, wolframite as well as their derivatives, which are
limited to tantalum, tin and tungsten.

Registration Document 2018 TOTAL 217


5 NON-FINANCIAL PERFORMANCE

Reporting scopes and method

5.10.4 Payment terms

The payment terms for invoices from suppliers and customers of TOTAL S.A. as of December 31, 2018, in application of the provisions of
Article D. 441-4 of the French Commercial Code, are as follows:
As of December 31, 2018 SUPPLIERS CUSTOMERS
(in M€) Invoices received and outstanding at the Invoices issued and outstanding at the
closing date of the previous fiscal year closing date of the previous fiscal year
91 days Total (1 91 days Total (1
0 days 1 to 30 31 to 61 to or day and 0 days 1 to 30 31 to 61 to or day and
(provisional) days 60 days 90 days more more) (provisional) days 60 days 90 days more more)

(A) Late payment brackets


Number of invoices affected 3,847 1,737 189 12,253
Total value of invoices affected
(including tax) 191 0 0 0 8 8 148 24 224 66 166 480
Percentage of the total value
of purchases for the fiscal year
(including tax) 3.0% 0.0% 0.0% 0.0% 0.1% 0.1%
Percentage of sales for
the fiscal year (including tax) 2.5% 0.4% 3.8% 1.1% 2.8% 8.1%

(B) Invoices excluded from (A) relating to disputed or unrecorded liabilities and receivables
Number of invoices excluded None None
Total value of invoices excluded None None

(C) Reference payment terms used (contractual or legal – Article L. 441-6 or Article L. 443-1 of the French Commercial Code)
Payment terms used
for late payment penalties Legal payment terms Legal payment terms

5.11 Reporting scopes and method


5.11.1 Frameworks

The Group’s reporting is based: — for environmental indicators, on a Group reporting procedure,
together with segment-specific instructions.
— for social indicators, on a practical handbook titled “Corporate
Social Reporting Protocol and Method”; These documents are available to all companies of the Group and
can be consulted at Corporate headquarters, in the relevant
— for safety indicators, on the Corporate Guidance on Event and
departments.
Statistical Reporting;

5.11.2 Scopes

Social reporting is based on two surveys: the Global Workforce — The Worldwide Human Resources Survey (WHRS) is an annual
Analysis, and the complementary Worldwide Human Resources survey which comprises 211 indicators in addition to those used
Survey. Two centralized tools (Sogreat and HR4U) facilitate in the Global Workforce Analysis. The indicators are selected in
performance of the above surveys. cooperation with the relevant counterparties and cover major
components of the Group Human Resources policy, such as
— The Global Workforce Analysis is conducted once a year, on
mobility, career management, training, work conditions, social
December 31, in all the controlled consolidated Group companies
dialogue, Code of Conduct deployment, human rights, health,
(refer to Note 18 of the Consolidated Financial Statements,
compensation, retirement benefits and insurance. The survey
chapter 8, point 8.7) having employees, i.e., 326 companies in
covers a representative sample of the consolidated scope. The
103 countries on December 31, 2018. This survey mainly covers
data published in this document are extracted from the most
worldwide workforces, hiring under permanent and fixed-term
recent survey, carried out in December 2018 and January 2019;
contracts (non-French equivalents of contrats à durée déterminée
128 companies in 54 countries, of which three new countries
or indéterminée) as well as employee turnover at the worldwide
Sweden, Israel and Denmark, representing 89.5% of the
level. This survey produces a breakdown of the workforce by
consolidated Group workforce (93,473 employees) replied to
gender, professional category (managers and other employees
the survey.
and non-French equivalents), age and nationality.

218 TOTAL Registration Document 2018


NON-FINANCIAL PERFORMANCE

Reporting scopes and method 5


Reporting on environmental indicators or indicators related to Consolidation method
climate change covers all activities, sites and industrial assets in
For the scopes defined above, the safety and social indicators are
which TOTAL S.A., or one of the companies it controls, is the
fully consolidated.
operator, i.e., either operates or contractually manages the operations
(“operated domain”). Compared to the scope of consolidation, this Regarding environmental indicators or indicators related to climate
corresponds to fully consolidated companies, with some exceptions, change, the materiality thresholds mentioned in point 5.11.2 allow
as well as a number of non-fully consolidated entities (1) (2). for the consolidation of 99% of greenhouse gas emissions and 95%
of other emissions from the Group’s operated domain, observed for
Greenhouse gas (GHG) emissions “based on the Group’s equity
fiscal year 2017. These thresholds are also applied to greenhouse
interest” are the only data which are published for the “equity interest”
gas emissions published on an equity interest basis, i.e., by
scope. This scope, which is different from the “operated domain”,
consolidating the Group share of the emissions of all assets in which
includes all the assets in which the consolidated entities have a
the Group has a financial interest or rights to production.
financial interest or rights to production.
The list of environmental indicators or indicators related to climate Changes in scope
change on which an entity must report is drawn up on the basis of
Social indicators are calculated on the basis of the consolidated
the materiality thresholds for 2018. These thresholds were calibrated
scope of the Group as of December 31, 2018. These social data are
in order to report 99% of greenhouse gas emissions and 95% of the
presented on the basis of the operational business segments
Group’s other emissions observed in 2017. Furthermore, no site
identified in the 2018 Consolidated Financial Statements.
accounting for more than 2% of an indicator excludes this indicator
from their reports. Regarding safety indicators and environmental indicators of point
5.5.2 of this chapter, acquisitions are taken into consideration as
Safety reporting covers all employees of activities, working on sites
soon as possible, and at the latest on January 1 of the following
and industrial assets for which TOTAL S.A. or a controlled company
year. The following main affiliates or activities, acquired in 2018, are
is the operator, i.e., either operates or contractually manages the
not included in this reporting this year, but will be in 2019: Direct
operations (“operated domain”), as well as employees of contractors
Énergie (with the exception of combined cycle gas power plants
working there, and employees of transport companies under
which have been integrated this year), Global LNG, new networks of
long-term contracts. Compared to the scope of consolidation, this
service stations of Brazil and Mexico M&S affiliates. All facilities sold
corresponds to fully consolidated companies, with some exceptions,
are taken into consideration up to the date of the sale.
as well as a number of non-fully consolidated entities (1) (3).
For environmental indicators and indicators related to climate change
Each site submits its safety reporting to the relevant operational entity.
(excluding indicators of point 5.5.2), acquisitions are taken into
The data is then consolidated at the business level and every month
account as of January 1 of the current year to the extent possible or
at the Group level. In 2018, the Group safety reporting scope covered
as of the next fiscal year. The following main affiliates or activities,
456 million hours worked, equivalent to approximately 250,000 people.
acquired in 2018, are not included in the reporting of environmental
Reporting on Voluntary Principles on Security and Human Rights
(VPSHR) covers the Group entities and subsidiaries that are
or climate change indicators this year, but will be in 2019: Direct
Énergie (with the exception of combined cycle gas power plants
5
particularly exposed to the disproportionate use of force. It is based which have been integrated since this year), Global LNG, a new
on an internal survey, whose results are consolidated by the Security blending activity of the M&S affiliate Total Vostock, new networks of
division. In 2018, the VPSHR report covered approximately 100 entities. service stations of the M&S affiliates in Brazil and Mexico. Any facility
sold before December 31 is excluded from the Group’s reporting
In terms of safety, environmental and societal matters in the
scope for the current year.
non-operated domain, Group entities and subsidiaries holding an
interest in assets, activities or sites that they do not operate are
expected to promote the requirements of the Group’s framework
and to encourage the operator to adopt similar requirements.

5.11.3 Adopted principles

Indicator selection and relevance Consolidation and internal control


The data published in the Registration Document are intended to The social, environmental, climate change-related and industrial safety
inform stakeholders about the Group’s annual results in social and data are consolidated and checked by each business unit and
environmental responsibility. The environmental indicators include business segment, before being checked at Group level. Data
Group performance indicators referring to the IPIECA reporting pertaining to certain specific indicators are calculated directly by the
guidelines, updated in 2015. business segments. These processes undergo regular internal audits.

Methodological specificities [REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

The methodology may be adjusted to in particular due to the diversity


of TOTAL’s activities, the integration of newly acquired entities, lack
of regulations or standardized international definitions, practical
procedures for collecting data, or changes in methods.
Restatement of previous years’ published data, unless there is a
specific statement, is now limited to changes of methodology.

(1) The reporting scope of safety, environmental and climate change indicators also includes the activities of nearly 200 controlled but not consolidated companies. It does not include Basf
Total Petrochemicals LLC.
(2) The scope of the reporting of environmental or climate change related indicators also includes the Khuff and Nasr fields (United Arab Emirates) for which the Group is operator without
having the right to production, but does not integrate Naphtachimie (Lavéra site), Appryl (Lavera site), fully consolidated. In addition, environmental or climate change indicators have been
recalculated over the 2016-2018 period, to include data from the Zeeland refinery reintegrated into the operated domaine.
(3) The reporting scope of the safety indicators also includes sites not operated by the Group of non-fully consolidated companies: Hanwha Total Petrochemical co. Limited (Daesan and
Dongguan Sites), Bayport Polymers LLC.

Registration Document 2018 TOTAL 219


5 NON-FINANCIAL PERFORMANCE

Reporting scopes and method

5.11.4 Details of certain indicators

Social definitions and indicators Fresh water: water with salinity below 1.5 g/l.
Outside of France, “management staff” refers to any employee whose GEEI (Group Energy Efficiency Index): a combination of energy
job level is the equivalent of 300 or more Hay points. Permanent intensity ratios (ratio of net primary energy consumption to the level
contracts correspond to contrats à durée indéterminée (CDI) and of activity) per business reduced to base 100 in 2010 and
fixed-term contracts to contrats à durée déterminée (CDD), according consolidated with a weighting by each business’s net primary energy
to the terminology used in the Group’s social reporting. consumption for Exploration & Production and Refining & Chemicals
segments (Hutchinson excluded).
Employees present: employees present are employees on the payroll
of the consolidated scope, less employees who are not present, i.e., GHG: the six gases of the Kyoto protocol, which are CO2, CH4, N2O,
persons who are under suspended contract (sabbatical, business HFCs, PFCs and SF6, with their respective GWP (Global Warming
development leave, etc.), absent on long-term sick leave (more than Potential) as described in the 2007 IPCC report. HFCs, PFCs and SF6
six months), assigned to a company outside the Group, etc. are almost absent from the Group’s emissions or are considered as
non-material, and are therefore no longer counted in 2018.
Safety definitions and indicators
GHG based on the Group’s equity interest: GHGs emitted by the
TRIR (Total Recordable Injury Rate): number of recorded injuries per Group’s operated assets and non-operated assets in which the
million hours worked. Group holds an equity share. In both cases, emissions are reported
to that equity. Assets with GHG emissions of less than 40 ktCO2e/y
LTIR (Lost Time Injury Rate): number of lost time injuries per million
on an equity basis are excluded. For non-operated assets, TOTAL
hours worked.
relies on information provided by its partner operators. In cases where
SIR (Severity Injury Rate): average number of days lost per lost time this information is not available, estimates are made based on past
injury. data, budget data or by pro rata with similar assets.
Employees of external contractors: any employee of a contractor GHG scope 1 emissions: direct GHG emissions from sources
working at a Group-operated site or assigned by a transport company located within the boundaries of a site coming under the operated
under a long-term contract. domain or in which TOTAL holds a financial interest.
Tier 1 and Tier 2: indicator of the number of loss of primary GHG scope 2 emissions: indirect emissions attributable to
containment events, with more or less significant consequences, as brought-in energy (electricity, heat, steam), excluding purchased
defined by the API 754 (for downstream) and IOGP 456 (for upstream) industrial gases (H2).
standards.
GHG scope 3 emissions: other indirect emissions. The Group
Near miss: event which, under slightly different circumstances, could follows the oil & gas industry reporting guidelines published by IPIECA
have resulted in an accident. The term “potential severity” is used for and which conform to the GHG Protocol methodologies. In this
near misses. Registration Document, only item 11 of Scope 3 (use of sold
products), which is the most significant, is reported. Emissions for
Incidents and near misses are assessed in terms of actual or potential
this item are calculated based on sales of finished products for which
severity based on a scale that consists of six levels. Events with an
the next stage is end use, in other words, combustion of the products
actual or potential severity level of four or more are considered
to obtain energy. A stoichiometric emission factor is applied to these
serious.
sales (oxidation of molecules to carbon dioxide) to obtain an emission
volume.
Environmental or climate change-related definitions
and indicators Carbon intensity: This indicator measures the average GHG
emissions of these products, from production in TOTAL facilities to
Non-routine flaring: flaring other than routine flaring and safety flaring
end use by customers. This indicator takes into account:
occurring primarily during occasional and intermittent events.
— for the numerator:
Routine flaring: flaring during normal production operations
– the emissions connected to the production and conversion of
conducted in the absence of sufficient facilities or adequate
energy products used by the customers on the basis of the
geological conditions permitting the reinjection, on-site utilization or
Group’s average emission rates,
commercialization of produced gas (as defined by the working group
– the emissions connected to the use of sold products. For
of the Global Gas Flaring Reduction program within the framework of
each product, stoichiometric emission factors (1) are applied to
the World Bank’s Zero Routine Flaring initiative). Routine flaring does
these sales to obtain an emission volume. Non-fuel use
not include safety flaring.
products (bitumen, lubricants, plastics, etc.) are not taken into
Safety flaring: flaring to ensure the safe performance of operations account,
conducted at the production site (emergency shutdown, – negative emissions stored thanks to CCUS and natural carbon
safety-related operations etc.). sinks;
Waste: the contaminated soil excavated and removed from active — for the denominator: the quantity of energy sold, knowing that
sites to be treated externally is counted a waste. Drilling debris, electricity is placed on an equal footing with fossil fuels by taking
mining cuttings or soil polluted in inactive sites are not counted as into account the average capacity factor and average efficiency
waste. ratio.
Hydrocarbon spills: spills with a volume greater than 1 barrel Operated oil & gas facilities: Facilities operated in the Exploration &
(≈159 liters) are counted. These are accidental spills of which at least Production, Refining & Chemicals and Marketing & Services
part of the volume spilled reaches the natural environment (including segments of the Group.
non-waterproof ground). Spills resulting from sabotage or malicious
acts are included, unless specified otherwise. Spills that do not affect
the environment are excluded.

(1) The emission factors used are taken from a technical note from the CDP: Guidance methodology for estimation of scope 3 category 11 emissions for oil and gas companies.

220 TOTAL Registration Document 2018


NON-FINANCIAL PERFORMANCE

Reporting scopes and method 5


Oil spill preparedness: that are adapted to each scenario, if it defines the technical and
organizational means, internal and external, to be implemented
— an oil spill scenario is deemed “important” as soon as its
and, lastly, if it mentions elements to be taken into account to
consequences are on a small scale and with limited impacts on
implement a follow-up of the environmental impacts of the
the environment (orders of magnitude of several hundred meters
pollution; and
of shores impacted, and several tons of hydrocarbons);
— oil spill preparedness exercise: only exercises conducted on the
— an oil spill preparedness plan is deemed operational if it describes
basis of one of the scenarios identified in the oil spill preparedness
the alert mechanisms, if it is based on pollution scenarios that
plan and which are played out until the stage of equipment
stem from risk analyses and if it describes mitigation strategies
deployment are included for this indicator.

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

Registration Document 2018 TOTAL 221


5 NON-FINANCIAL PERFORMANCE

222 TOTAL Registration Document 2018


TOTAL AND ITS SHAREHOLDERS
6
6.1 Listing details 226
6.1.1 Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226
6.1.2 Share performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227

6.2 Dividend 229


6.2.1 Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229
6.2.2 Dividend payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231
6.2.3 Coupons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231

6.3 Share buybacks 232


6.3.1 Share buybacks and cancellations in 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232
6.3.2 Board of Directors’ report on share buybacks and sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232
6.3.3 2019-2020 share buyback program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233

6.4 Shareholders 235


6.4.1 Major shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235
6.4.2 Employee shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237
6.4.3 Shareholding structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

6.6 Investor relations 239


6.6.1 Documents on display . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239
6.6.2 Relationships with institutional investors, financial analysts and individual shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 239
6.6.3 Registered shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239
6.6.4 2019 financial calendar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
6.6.5 2020 financial calendar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
6.6.6 Contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240

Registration Document 2018 TOTAL 225


6 TOTAL AND ITS SHAREHOLDERS

Listing details

6.1 Listing details


6.1.1 Listing

Stock exchanges and markets Market capitalization on Euronext Paris


and in the Euro zone as of December 31, 2018
— Paris (Euronext Paris);
— Brussels (Euronext Brussels); TOTAL S.A. is the second-largest capitalization on the Euronext Paris
— London (London Stock Exchange); and regulated market and is the third-largest market capitalization among
— New York (New York Stock Exchange). the companies that make up the Euro Stoxx 50. The largest market
capitalizations in the Euro zone are:
Codes
As of December 31, 2018 (a) (€B)
ISIN FR0000120271
Unilever NV 134.7
Reuters TOTF.PA
LVMH 130.4
Bloomberg FP FP (b)
TOTAL S.A. 121.9
Mnemonic/Ticker FP
AB InBev 116.5
L’Oréal 112.7
Inclusion and weighting in the main stock indices
as of December 31, 2018 SAP SE 106.8
Weighting in Ranking in
(a) Source: Bloomberg for the market capitalizations in the Euro zone other than TOTAL S.A.
Indice the index the index (b) Based on a share capital divided into 2,640,602,007 shares as of December 31, 2018
and on TOTAL closing share price on Euronext Paris (€46.18) at the same date.
CAC 40 11.1% 1st
Euro Stoxx 50 5.7% 1st Percentage of free float
Stoxx Europe 50 3.7% 5th As of December 31, 2018, the free float factor determined by
Euronext Paris for calculating TOTAL S.A.’s weight in the CAC 40 was
DJ Global Titans 1.3% 31 st
95%. The free float factor determined by Stoxx for calculating TOTAL’s
weight in the Euro Stoxx 50 was 100% (2).
Sources: Euronext, Stoxx and Bloomberg.

Par value
Inclusion in the ESG (Environment, Social, Governance) indices
€2.50.
DJSI World, DJSI Europe, FTSE4Good and Nasdaq Global Sustainability.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Market capitalization as of December 31, 2018 (1)
Market Closing
Market capitalization price

Euronext €121.9 B €46.18


NYSE $137.8 B $52.18

(1) Based on a share capital divided into 2,640,602,007 shares as of December 31, 2018.
(2) Based on the last quarterly calculation available as of end of November 2018.

226 TOTAL Registration Document 2018


TOTAL AND ITS SHAREHOLDERS

Listing details 6
6.1.2 Share performance

6.1.2.1 Change in share prices between January 1 and December 31, 2018
The change in TOTAL share price in 2018, compared with that of the share prices of the major oil and gas companies listed in Europe and the
United States, is shown in the following tables:

In Europe In the United States (American Depositary Receipts


prices for European companies)
(based on closing price in local currency)
(closing price in US$)
TOTAL (euro) 0.3%
TOTAL -5.6%
Royal Dutch Shell A (euro) -7.7%
ExxonMobil -18.5%
Royal Dutch Shell B (pound sterling) -6.7%
Chevron -13.1%
BP (pound sterling) -5.1%
Royal Dutch Shell A -12.7%
ENI (euro) -0.4%
Royal Dutch Shell B -12.2%
Source: Bloomberg.
BP -9.8%
ENI -5.1%

Source: Bloomberg.

6.1.2.2 Shareholder’s annual total return


€1,000 invested in TOTAL shares by an individual residing in France, assuming that the dividends are reinvested in TOTAL shares, would have
generated the following returns as of December 31, 2018 (excluding tax and social withholding):

Shareholder’s annual Value as of December 31, 2018,


total return of €1,000 invested

Investment term TOTAL CAC 40 (b) TOTAL CAC 40


1 year 5.44% -8.14% 1,054 919
5 years 6.30% 5.24% 1,357 1,291
10 years 7.59% 7.75% 2,078 2,110
15 years 6.92% (a)
5.46% 2,727 2,219

(a) TOTAL share prices, used for the calculation of the total return, take into account the adjustment made by Euronext Paris in 2006 following the detachment of Arkema’s share allocation rights.
(b) CAC 40 prices taken into account to calculate the total return include all dividends distributed by the companies that are in the index.
6
Sources: Euronext Paris, Bloomberg.

6.1.2.3 Market information summary


Share price over the 2014-2018 period (€) 2014 2015 2016 2017 2018

Highest (during trading session) 54.71 50.30 48.89 49.50 56.82


Lowest (during trading session) 38.25 36.92 35.21 42.23 43.09
End of the year (closing) 42.52 41.27 48.72 46.05 46.18
Average of the last 30 trading sessions (closing) 44.32 43.57 46.22 47.00 47.96
(a)
Trading volume (average per session)
Euronext Paris 5,519,597 7,412,179 6,508,817 5,380,909 6,199,835
NYSE (b)
1,277,433 1,853,669 2,109,802 1,667,928 1,855,274

(a) Number of shares traded.


(b) Number of American Depositary Receipts (“ADR”).
Sources: Euronext Paris, NYSE.

Registration Document 2018 TOTAL 227


6 TOTAL AND ITS SHAREHOLDERS

Listing details

Change in TOTAL share price on Euronext Paris (2014-2018)


130

120

110

100

90
— CAC 40 — TOTAL — Euro Stoxx 50
80
2014 2015 2016 2017 2018
Base 100 as of 01/01/2014. Sources: Euronext Paris, Bloomberg.

Change in TOTAL ADR price on NYSE (2014-2018)


160

140

120

100

80
— Dow Jones — TOTAL US
60
2014 2015 2016 2017 2018
Base 100 as of 01/01/2014. Sources: NYSE, Bloomberg.

Change in TOTAL share price at closing on Euronext Paris (2017-2018)


(€)
60

55

50

45

40
2017 2018
Source: Euronext Paris.

TOTAL average daily volumes traded on Euronext Paris (2017-2018)


(in millions of shares)
8 7.67 7.55
7.22
6.56 6.84 6.76
6.44 6.16 6.05
6 5.79 5.85 5.89 5.96 6.14
5.48 5.30 5.30
5.17 4.92
4.81 4.67
4.50 4.35 4.28
4

0
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.
2017 2018
Source: Euronext Paris.

6.1.2.4 Arkema spin-off In accordance with the provisions of the notice prior to the sale of
unclaimed shares (“Avis préalable à la mise en vente de titres non
Within the framework of the spin-off of Arkema’s chemical activities
réclamés”) published on August 3, 2006, in the French newspaper Les
from the Group’s other chemical activities, TOTAL S.A.’s Annual
Échos, Arkema shares corresponding to allotment rights for fractional
Shareholders’ Meeting on May 12, 2006, approved TOTAL S.A.’s
shares which were unclaimed as of August 3, 2008, were sold on
contribution to Arkema, under the regulation governing spin-offs,
Euronext Paris at an average price of €32.5721 per share. BNP Paribas
of all its interests in the businesses included under Arkema’s scope,
Securities Services paid an indemnity to the financial intermediaries
as well as the allocation for each TOTAL share (prior to share division
on remittance of corresponding allotment rights for Arkema shares.
by 4) of an allotment right for Arkema shares, with ten allotment
rights entitling the holder to one Arkema share. Additionally, since Since March 1, 2019, the unclaimed amounts were transferred to
May 18, 2006, Arkema’s shares have been traded on Euronext Paris. the French Caisse des dépôts et consignations, where the holders are
still able to claim them for a period of 20 years. Past this time limit,
the amounts will permanently become the property of the French State.

228 TOTAL Registration Document 2018


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Dividend 6
6.2 Dividend
6.2.1 Dividend policy

6.2.1.1 Dividend payment policy Dividends for the fiscal year 2019
On October 28, 2010, TOTAL S.A.’s Board of Directors adopted a Subject to the applicable legislative and regulatory provisions, as well
policy based on quarterly dividend payments starting in fiscal year 2011. as the pending approval by the Board of Directors and by the
Shareholders’ Meeting to be held on May 29, 2019, the ex-date
The decision of TOTAL S.A.’s subsidiaries to declare dividends is
calendar for the interim dividends and the final dividend for the fiscal
made by their relevant Shareholders’ Meetings and is subject to the
year 2019 is expected to be as follows:
provisions of applicable local laws and regulations. As of December
31, 2018, there is no restriction under such provisions that would
Ex-dividend date
materially restrict the distribution to TOTAL S.A. of the dividends
declared by those subsidiaries. First interim dividend September 27, 2019
Second interim dividend January 6, 2020
6.2.1.2 Fiscal year 2018 and 2019 dividends
Third interim dividend March 30, 2020
Dividends for the fiscal year 2018
Final dividend June 29, 2020
TOTAL S.A. decided on the distribution and the payment of the
following interim dividends with respect to fiscal year 2018:
The provisional ex-dividend dates above relate to the TOTAL shares
— on September 19, 2018, the Board of Directors decided on the admitted for trading on Euronext Paris.
payment of the first interim dividend for fiscal year 2018 of
€0.64 per share and set the issuance price of the new shares Dividends for the last five fiscal years (1)
likely to be then issued at €52.95 per share, equal to the average
Euronext Paris opening price of the shares for the 20 trading 2.44 2.44 2.45 2.48 2.56 (in €)
days preceding the Board of Directors meeting, reduced by the
amount of the interim dividend, without a discount, and rounded
up to the nearest cent. The ex-dividend date of this interim
dividend was September 25, 2018, and the payment in cash or
new shares was made on October 12, 2018;
— on December 12, 2018, the Board of Directors decided on the Final
payment of the second interim dividend for fiscal year 2018 of
€0.64 per share and set the issuance price of the new shares
likely to be then issued at €48.27 per share, equal to the average Interim
dividends
Euronext Paris opening price of the shares for the 20 trading
days preceding the Board of Directors meeting, reduced by the
amount of the second interim dividend, without a discount and
2014 2015 2016 2017 2018 6
rounded up to the nearest cent. The ex-dividend date of this
TOTAL’s pay-out ratio for the fiscal year 2018 was 60% (2). Changes
interim dividend was December 18, 2018, and the payment in
in the pay-out ratio (3) over the past five fiscal years are as follows:
cash or new shares was made on January 10, 2019.
On March 13, 2019, the Board of Directors decided on the payment 80%
of the third interim dividend for fiscal year 2018 of €0.64 per share
and set the issuance price of the newly issued shares at €49.30 per 68%
share. The ex-dividend date will be March 19, 2019, and this interim 58% 60% 60%
dividend will be paid on April 5, 2019 in cash or in new shares of the
Company.
In addition, after closing the 2018 statutory accounts, the Board of
Directors decided on February 6, 2019, to propose to the Shareholders’
Meeting on May 29, 2019, an annual dividend of €2.56 per share for
fiscal year 2018. Subject to the decision of the Shareholders’ Meeting
and in light of the first three interim dividends decided by the Board
of Directors, the final dividend for the fiscal year 2018 will be €0.64 per
2014 2015 2016 2017 2018
share, which is equal to the amount of the three interim dividends
for the fiscal year 2018. The ex-dividend date of the final dividend will
be June 11, 2019, and the payment date will be June 13, 2019. The
Board of Directors also decided on February 6, 2019, to propose to
this Meeting that the final 2018 dividend be paid exclusively in cash.

(1) Subject to approval at the Annual Shareholders’ Meeting on May 29, 2019. Since January 1, 2018, dividends received by individuals having their tax residence in France are subject to a
30% flat-rate on gross amount (i.e., 12.8% for income tax and 17.2% for social security contributions). However, with respect to income tax, taxpayers can opt for the taxation of their
dividend income at the progressive scale with a 40% rebate.
(2) Based on adjusted fully diluted earnings per share of € 4.27 and a dividend of €2.56 per share pending approval at the Shareholders’ Meeting on May 29, 2019.
(3) Based on adjusted fully diluted earnings for the relevant year.

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6 TOTAL AND ITS SHAREHOLDERS

Dividend

6.2.1.3 Shareholder return policy over the 3. In addition to the buyback of shares issued as part of the scrip
2018-2020 period dividend, buyback program of up to $5 billion over the period
2018-2020
The Board of Directors met on February 7, 2018 and reviewed the
cash flow allocation, including the shareholder return policy, for the – the amount of buyback will be adjusted to the oil price over
2018-2020 period. the period;
– shares bought back in 2018 (excluding shares issued as scrip
On this occasion, the Board of Directors approved a capital
dividend): 24,721,940, for an amount of $1.5 billion.
investment program of $15-17 billion per year, set an objective to
maintain the net-debt-to-capital ratio (net debt / shareholders’ equity The Board of Directors met on February 6, 2019, confirmed the
+ net debt) below 20% with a grade A credit rating and also proposed program announced in 2018 and proposed the following measures:
the following measures:
– given the strong financial position of the Group, non-renewal
1. Increasing the dividend by 10% over the 2018-2020 period of the scrip dividend option beginning with the payment of the
final 2018 dividend;
– distribution of the full-year 2017 dividend of €2.48 per share
– distribution of the 2019 interim dividends of €0.66 per share,
proposed to the Shareholders’ Meeting, corresponding to a
an increase of 3.1% compared to the 2018 interim dividends,
final dividend of €0.62 per share and an increase of 1.2%
with the intent to propose to the Shareholders’ Meeting a
compared to the full-year 2016 dividend (€2.45 per share);
full-year 2019 dividend of €2.64, which will therefore be paid
– distribution of the 2018 interim dividends proposed to the
exclusively in cash;
Shareholders’ Meeting, increased by 3.2% to €0.64 per share,
– buyback of all shares issued in 2019 for the payment of the
corresponding to a full-year 2018 dividend of €2.56 per share;
2018 interim dividends;
– full-year 2020 dividend target of €2.72 per share.
– buyback of shares, in a $60/b Brent environment, for an
2. Buying back shares issued with no discount under the scrip amount of $1.5 billion for 2019 as part of the $5 billion buyback
dividend option program over the period 2018-2020.
– maintain the scrip dividend option in response to certain
shareholders’ preference, but with no discount on the issue
price compared to the market price;
– buy back the shares issued in 2018 in order to cancel them,
neutralizing the dilution related to the scrip dividend option;
– immediate buyback of the shares issued in January 2018
as part the scrip dividend option of the second 2017 interim
dividend.

230 TOTAL Registration Document 2018


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Dividend 6
6.2.2 Dividend payment

BNP Paribas Securities Services manages the payment of the registered on a custody account and vice-versa. However, in
dividend, which is made through financial intermediaries using the compliance with the Belgian law of December 14, 2005, on the
Euroclear France direct payment system. dematerialization of securities in Belgium, CR Actions may only be
issued in the form of a dematerialized certificate since January 1, 2008.
JP Morgan Chase Bank N.A. (4 New York Plaza, New York, NY
In addition, ING Belgique is the bank handling the payment of all
10005-1401, USA) manages the payment of dividends to holders of
coupons detached from outstanding CR Actions.
TOTAL ADR.
No fees are applicable to the payment of coupons detached from
Dividend payment on stock certificates CR Actions, except for any income or withholding taxes; the payment
may be received on request at the following bank branches:
TOTAL issued stock certificates (certificats représentatifs d’actions,
CR Actions) as part of the public exchange offer for Total — ING Belgique, avenue Marnix 24, 1000 Brussels, Belgium;
Petrochemicals & Refining SA/NV (formerly PetroFina) shares.
— BNP Paribas Fortis, avenue des Arts 45, 1040 Brussels, Belgium;
The CR Actions is a stock certificate provided for by French rules, and
issued by Euroclear France, intended to circulate exclusively outside
— KBC BANK N.V., avenue du Port 2, 1080 Brussels, Belgium.
of France, and which may not be held by French residents. The CR
Actions is freely convertible from a physical certificate into a security

6.2.3 Coupons
Fiscal year Ex-dividend date Payment date Date of expiration Type of coupon Net amount (€)

2012 09/24/2012 09/27/2012 09/27/2017 Interim dividend 0.57


12/17/2012 12/20/2012 12/20/2017 Interim dividend 0.59
03/18/2013 03/21/2013 03/21/2018 Interim dividend 0.59
06/24/2013 06/27/2013 06/27/2018 Final dividend 0.59
2013 09/24/2013 09/27/2013 09/27/2018 Interim dividend 0.59
12/16/2013 12/19/2013 12/19/2018 Interim dividend 0.59
03/24/2014 03/27/2014 03/27/2019 Interim dividend 0.59
06/02/2014 06/05/2014 06/05/2019 Final dividend 0.61
2014 09/23/2014 09/26/2014 09/26/2019 Interim dividend 0.61
12/15/2014 12/17/2014 12/17/2019 Interim dividend 0.61 6
03/23/2015 03/25/2015 03/25/2020 Interim dividend 0.61
06/08/2015 07/01/2015 07/01/2020 Final dividend 0.61
2015 09/28/2015 10/21/2015 10/21/2020 Interim dividend 0.61
12/21/2015 01/14/2016 01/14/2021 Interim dividend 0.61
03/21/2016 04/12/2016 04/12/2021 Interim dividend 0.61
06/06/2016 06/23/2016 06/23/2021 Final dividend 0.61
2016 09/27/2016 10/14/2016 10/14/2021 Interim dividend 0.61
12/21/2016 01/12/2017 01/12/2022 Interim dividend 0.61
03/20/2017 04/06/2017 04/06/2022 Interim dividend 0.61
06/05/2017 06/22/2017 06/22/2022 Final dividend 0.62
2017 09/25/2017 10/12/2017 10/12/2022 Interim dividend 0.62
12/19/2017 01/11/2018 01/11/2023 Interim dividend 0.62
03/19/2018 04/09/2018 04/09/2023 Interim dividend 0.62
06/11/2018 06/28/2018 06/28/2023 Final dividend 0.62
2018 (a) 09/25/2018 10/12/2018 10/12/2023 Interim dividend 0.64
12/18/2018 01/10/2019 01/10/2024 Interim dividend 0.64
03/19/2019 04/05/2019 04/05/2024 Interim dividend 0.64
06/11/2019 06/13/2019 06/13/2024 Final dividend 0.64

(a) A resolution will be submitted to the Annual Shareholders’ Meeting on May 29, 2019, to pay a dividend of €2.56 per share for fiscal year 2018, including a final dividend of €0.64 per
share, with an ex-dividend date on June 11, 2019, and a payment date set from June 13, 2019, exclusively in cash.

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6 TOTAL AND ITS SHAREHOLDERS

Share buybacks

6.3 Share buybacks


The Annual Shareholders’ Meeting on June 1, 2018, after having Markets Authority (Autorité des marchés financiers, AMF), to buy or
considered the report from the Board of Directors, authorized the sell shares of the Company within the framework of a share buyback
Board of Directors, with the possibility to sub-delegate such authority program. The maximum purchase price was set at €80 per share
under the terms provided for by French law, pursuant to the and the number of shares acquired may not exceed 10% of the
provisions of Article L. 225-209 of the French Commercial Code, of share capital. This authorization was granted for a period of
Regulation (EU) N°596/2014 of April 16, 2014, on market abuse and 18 months and replaced the previous authorization granted by the
of the General Regulation (règlement général) of the French Financial Shareholders’ Meeting on May 26, 2017.

6.3.1 Share buybacks and cancellations in 2018

In 2018, TOTAL S.A. bought back 72,766,481 TOTAL shares on the — 16,144,859 shares bought back pursuant to the shareholder
market, i.e. 2.76% of the share capital as of December 31, 2018. return policy, up to an amount of $5 billion over the 2018-2020
period.
71,950,977 TOTAL shares were bought back for cancellation,
including:
Percentage of share capital bought back
— 47,229,037 shares in order to cancel the dilution related to the
shares issued for payment (i) of the second and third interim 4.13%
dividends and the final dividend for the fiscal year ended
December 31, 2017, as well as (ii) the first interim dividend for
the fiscal year ended December 31, 2018; and
2.76%
— 24,721,940 shares for $1.5 billion (1), pursuant to the Board’s
decision to buy back shares of the Company up to an amount of
$5 billion over the 2018-2020 period.
815,504 TOTAL shares were bought back in order to cover the
performance share plans approved by the Board of Directors on
July 27, 2016, and July 26, 2017.
Finally, the Board of Directors, at a meeting held on December 12, 2018, 0.18% 0.19%
decided, following the authorization of the Extraordinary Shareholders’ 0.00%
Meeting on May 26, 2017, to cancel 44,590,699 treasury shares
2014 2015 2016(a) 2017 2018
including:
(a) Buyback of treasury shares off-market in order to cancel them immediately after.
— 28,445,840 shares issued, with no discount, in 2018 for payment
of the second and third interim dividends, as well as the final
dividend, for the fiscal year ended December 31, 2017; and

6.3.2 Board of Directors’ report on share buybacks and sales

6.3.2.1 Share buybacks during fiscal year 2018 In addition, also pursuant to the above-mentioned authorizations, in
2018 the Company bought back a total of 815,504 shares for a total
Following the Board of Directors’ decision on February 7, 2018, and
amount of €41 million, at an average unit price of €50.31, in order to
pursuant to the authorizations granted by the Ordinary Shareholders’
cover the performance share plans approved by the Board of Directors.
Meetings of May 26, 2017, and June 1, 2018, the Company bought
back 71,950,977 TOTAL shares, i.e. 2.72% of the share capital as of
6.3.2.2 Cancellation of Company shares
December 31, 2018, in order to cancel them, including:
during fiscal years 2016, 2017 and 2018
— 47,229,037 shares for a total amount of €2.4 billion, at an
On December 12, 2018, the Board of Directors, pursuant to the
average unit price of €50.57, in order to cancel the dilution
authorization granted by the Extraordinary Shareholders’ Meeting on
related to the shares issued for payment (i) of the second and
May 26, 2017, in the thirteenth resolution to reduce, on one or more
third interim dividends and the final dividend for the fiscal year
occasions, the Company’s share capital by canceling shares within
ended December 31, 2017, as well as (ii) the first interim dividend
the limits permitted by law, in accordance with the provisions of
for the fiscal year ended December 31, 2018; and
Articles L. 225-209 and L. 225-213 of the French Commercial Code,
— 24,721,940 shares for a total amount of €1.2 billion, at an canceled 44,590,699 TOTAL shares bought back between February 9
average unit price of €50.45, equivalent to $1.5 billion, at the and October 11, 2018, in order to cancel them. They represented
average exchange rate for 2018, pursuant to the shareholder 1.66% of the share capital on the date of the operation, including:
return policy, up to an amount of $5 billion over the 2018-2020
— 28,445,840 shares in order to cancel any dilution related to the
period.
shares issued, with no discount, for the payment of the second

(1) Or €1.2 billion at the average exchange rate for 2018.

232 TOTAL Registration Document 2018


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Share buybacks 6
and third interim dividends, as well as the final dividend, for the In accordance with French law, these shares are deprived of voting
fiscal year ended December 31, 2017; and rights and do not entitle holders to dividends.
— 16,144,859 shares pursuant to the shareholder return policy, up In addition, for shares bought back in order to be allocated to
to an amount of $5 billion over the 2018-2020 period. Company or Group employees in line with the objectives referred to
in Regulation (EU) No. 596/2014 of the European Parliament and of
TOTAL S.A. did not cancel any shares in the fiscal year 2017.
the Council of April 16, 2014, on market abuse, it should be noted that,
As regards fiscal year 2016, following the authorization granted by when such shares are held to cover share purchase option plans
the Shareholders’ Meeting on May 11, 2012, the Board of Directors, that have expired or performance shares that have not been granted
after the purchase by the Company of 100,331,268 treasury shares, by the end of the vesting period, they may be held under the conditions
canceled the TOTAL shares purchased by the Company under the regarding the holding by the Company of its own shares and used in
share buyback program, as authorized by the Shareholders’ Meeting accordance with the purposes specified for the buyback by the
on May 24, 2016. Company of its own shares.

6.3.2.3 Transfer of shares during fiscal year 2018 6.3.2.5 Reallocation for other purposes during fiscal
year 2018
4,079,257 TOTAL shares were transferred during fiscal year 2018
following the final award of TOTAL shares under performance share Treasury shares held by the Company were not, during fiscal year
plans. 2018, reallocated for purposes other than those initially planned when
they were purchased.
6.3.2.4 Shares held in the name of the Company
and its subsidiaries as of December 31, 2018 6.3.2.6 Conditions for the buyback and use of
derivative products
As of December 31, 2018, the Company held 32,473,281 shares
(treasury shares) representing 1.23% of TOTAL S.A.’s share capital The Company did not use any derivative products as part of the share
on that same date, including: buyback programs successively authorized by the Shareholders’
Meetings on May 26, 2017 and June 1, 2018. There was no open
— 27,360,278 to be canceled; and
purchase or sale position as of December 31, 2018.
— 5,113,003 to cover the performance share plans.

Transactions completed by the Company involving its treasury shares from January 1 to December 31, 2018

Cumulative gross movements

Purchases Sales/Transfers

Number of shares 72,766,481 4,079,257 (a)


Average transactions’ price (b)
(€) 50.52 -
Amount of transactions (€) 3,676,419,886 (c) -

(a) Corresponding to final award of TOTAL shares under the performance share plans.
(b) Including brokerage fees (excluding tax).
(c) Including €385,727.53 of brokerage fees (excluding tax).
6
Treasury shares as of December 31, 2018

Percentage of share capital held by TOTAL S.A. 1.23%


Number of shares held in portfolio 32,473,281(a)
Nominal value of the portfolio (M€) 81.2 (b)
Book value of the portfolio (M€) 1,589.23
Market value of the portfolio (M€) 1,499.62 (c)

(a) Including 5,044,817 shares held to cover the performance share plans and 68,186 shares to be awarded under new share purchase option plans or new performance share plans.
(b) Based on a TOTAL share par value of €2.50.
(c) Based on TOTAL closing share price of €46.18 on Euronext Paris on December 31, 2018.

6.3.3 2019-2020 share buyback program

6.3.3.1 Description of the share buyback program under Article 241-1 et seq. of the general regulation of the
French Financial Markets Authority

The objectives of the share buyback program are as follows: — honor the Company’s obligations related to stock option
programs or other share grants to the Company’s executive
— reduce the Company’s capital through the cancellation of shares;
directors or to employees of the Company or a Group subsidiary;
— honor the Company’s obligations related to securities convertible and
or exchangeable into Company shares;
— stimulate the secondary market or the liquidity of the TOTAL
share under a liquidity agreement.

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6 TOTAL AND ITS SHAREHOLDERS

Share buybacks

6.3.3.2 Legal framework


Implementation of this share buyback program, which is covered provisions of Regulation (EU) N°596/2014 on market abuse, is subject
by Articles L. 225-209 et seq. of the French Commercial Code, to approval by the TOTAL S.A. Annual Shareholders’ Meeting on
Article 241-1 et seq. of the General Regulation of the AMF) and the May 29, 2019, under the fourth resolution that reads as follows:

“Upon presentation of the report by the Board of Directors and The purpose of this share buyback program is to reduce the
information appearing in the description of the program prepared number of outstanding shares of the Company or to allow it to
pursuant to Articles 241-1 et seq. of the General Regulation fulfill its engagements in connection with:
(règlement général) of the French Financial Markets Authority
— convertible or exchangeable securities that may give holders
(Autorité des marchés financiers, AMF), and voting under the
rights to receive shares of the Company upon conversion or
conditions of quorum and majority required for Ordinary General
exchange; and / or
Meetings, the shareholders hereby authorize the Board of
Directors, with the possibility to sub-delegate such authority under — share purchase option plans, employee shareholding plans,
the terms provided for by French law, pursuant to the provisions Company Savings Plans or other share allocation programs
of Article L. 225-209 of the French Commercial Code and of for executive directors or employees of the Company or Group
Regulation (EU) N°596/2014 of April 16, 2014, on market abuse companies.
and of the General Regulation of the AMF, to buy or sell shares of
The purpose of buybacks may also be the implementation of the
the Company within the framework of a share buyback program.
market practice accepted by the French Financial Markets
The purchase, sale or transfer of such shares may be transacted Authority (Autorité des marchés financiers), i.e., support the
by any means on regulated markets, multilateral trading facilities secondary market or the liquidity of TOTAL shares by an
or over the counter, including the purchase or sale by block-trades, investment services provider by means of a liquidity agreement
in accordance with the regulations of the relevant market compliant with the deontology charter recognized by the French
authorities. Such transactions may include the use of any financial Financial Markets Authority (Autorité des marchés financiers).
derivative instrument traded on regulated markets, multilateral
This program may also be used by the Company to trade in its
trading facilities or over the counter, and implementing option
own shares, either on or off the market, for any other purpose
strategies.
that is authorized under the applicable law or any other permitted
These transactions may be carried out at any time, in accordance market practice that may be authorized at the date of the
with the applicable rules and regulations at the date of the operations under consideration. In case of transactions other than
operations under consideration, except during any public offering the above-mentioned intended purposes, the Company will inform
periods applying to the Company’s share capital. its shareholders in a press release.
The maximum purchase price is set at €80 per share. According to the intended purposes, the treasury shares that are
acquired by the Company through this program may, in particular,
In the case of a share capital increase by incorporation of reserves
be:
or free share grants and in the case of a stock-split or a
reverse-stock-split, this maximum price shall be adjusted by — canceled, up to the maximum legal limit of 10% of the total
applying the ratio of the number of shares outstanding before the number of shares composing the capital on the date of the
transaction to the number of shares outstanding after the operation, per each 24-month period;
transaction.
— granted for no consideration to the employees and to the
Pursuant to the provisions of Article L. 225-209 of the French executive directors of the Company or of other companies of
Commercial Code, the maximum number of shares that may be the Group;
bought back under this authorization may not exceed 10% of the
— delivered to the beneficiaries of the Company’s shares
total number of shares composing the capital as of the date on
purchase options having exercised such options;
which this authorization is used. This limit of 10% is applicable to
the share capital of the Company which may be adjusted from — sold to employees, either directly or through the intermediary
time to time as a result of transactions after the date of the present of Company savings funds;
Meeting. Purchases made by the Company may under no
— delivered to the holders of securities that grant such rights to
circumstances result in the Company holding more than 10% of
receive such shares, either through redemption, conversion,
the share capital, either directly or indirectly through subsidiaries.
exchange, presentation of a warrant or in any other manner;
As of December 31, 2018, out of the 2,640,602,007 shares and
outstanding, the Company held 32,473,281 shares directly. Under
— used in any other way consistent with the purposes stated in
these circumstances, the maximum number of shares that the
this resolution.
Company could buy back is 231,586,919 shares and the
maximum amount that the Company may spend to acquire such While they are bought back and held by the Company, such
shares is €18,526,953,520.00 (excluding acquisition fees). 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,
any previous authorization having the same purpose.
The Board of Directors is hereby granted full authority, with the
right to sub-delegate such authority, to undertake all actions
authorized by this resolution.”

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TOTAL AND ITS SHAREHOLDERS

Shareholders 6
6.3.3.3 Conditions Conditions for buybacks
Such shares may be bought back by any means on regulated
Maximum share capital to be purchased and maximum funds
markets, multilateral trading facilities or over the counter, including
allocated to the transaction
through the purchase or sale of blocks of shares, under the conditions
The maximum number of shares that may be purchased under authorized by the relevant market authorities. These means include
the authorization provided by the Annual Shareholders’ Meeting on the use of any financial derivative instrument traded on a regulated
June 1, 2018, may not exceed 10% of the total number of shares market or over the counter and the implementation of option
composing the capital, with this limit applying to an amount of the strategies, with the Company taking measures, however, to avoid
Company’s share capital that will be adjusted, if necessary, to include increasing the volatility of its stock. The portion of the program carried
transactions affecting the share capital subsequent to this Meeting. out through the purchase of blocks of shares will not be subject to
Purchases made by the Company may under no circumstances quota allocation, up to the limit set by this resolution. These
result in the Company holding more than 10% of the share capital, transactions may be carried out at any time, in accordance with the
either directly or indirectly through subsidiaries. applicable rules and regulations, except during any public offering
periods applying to the Company’s share capital.
Before any share cancellation under the authorization granted by
the Annual Shareholders’ Meeting on June 1, 2018, based on
Duration and schedule of the share buyback program
the number of shares outstanding as of December 31, 2018
(2,640,602,007 shares), and given the 32,473,281 shares held by In accordance with the fourth resolution, which will be submitted to
the Company as of December 31, 2018, i.e., 1.23% of the share the Annual Shareholders’ Meeting on May 29, 2019, the share buyback
capital, the maximum number of shares that may be purchased program may be implemented over an 18-month period following
would be 231,586,919, representing a theoretical maximum the date of this Meeting, i.e. until November 28, 2020.
investment of €18,526,953,520 (excluding acquisition fees) based
on the maximum purchase price of €80. 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
point 6.3.2 of this chapter).

6.4 Shareholders
6.4.1 Major shareholders

6.4.1.1 Changes in major shareholders’ holdings


TOTAL S.A.’s major shareholders (1) as of December 31, 2018, 2017 and 2016 are as follows:

2018 2017 2016

% of
6
theoretical
% of share % of voting voting % of share % of voting % of share % of voting
As of December 31 capital rights rights (a) capital rights capital rights

BlackRock, Inc. (b) 6.1 5.3 5.2 6.3 5.5 5.6 4.9
Group employees (c) 4.8 8.4 8.3 5.0 8.8 4.8 8.6
of which FCPE Total
Actionnariat France 3.4 6.2 6.1 3.5 6.4 3.5 6.4
Other shareholders 89.1 86.3 86.5 88.7 85.7 89.6 86.5
of which holders of ADRs (d) 8.1 7.7 7.6 7.9 7.4 9.1 8.6

(a) Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares to which voting rights are attached,
including treasury shares that are deprived of voting rights.
(b) Information taken from Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 22, 2019, in which BlackRock declared a holding of 160,322,277 shares of the
Company as of December 31, 2018 (i.e., 6.1% of the Company’s share capital). BlackRock stated that it has the exclusive right to dispose of its holding and of 145,945,842 voting rights
(i.e., 5.3% of the Company’s voting rights). In addition, BlackRock stated that it does not have any joint voting rights or joint right to dispose of these shares.
(c) A director representing the employees and a director representing employee shareholders sit on the Board of Directors of TOTAL S.A. On the basis of the definition of employee shareholding
set forth in Article L. 225-102 of the French Commercial Code. Amundi, the Holding company of Amundi Asset Management, which in turn manages the Total Actionnariat France
collective investment fund (see below), filed a Schedule 13G/A with the SEC on February 21, 2019, declaring a holding of 204,860,269 shares of the Company as of December 31, 2018
(i.e., 7.8% of the Company’s share capital). Amundi stated that it does not have any exclusive voting rights or exclusive right to dispose of these shares and that it has joint voting rights
on 45,556,546 of these shares (i.e., 1.6% of the Company’s share capital) and a joint right to dispose of all of these shares.
(d) Including all of the American Depositary Shares represented by ADR admitted to trading on the NYSE.

(1) Major shareholders are defined herein as shareholders whose interest exceeds 5% of the share capital or voting rights.

Registration Document 2018 TOTAL 235


6 TOTAL AND ITS SHAREHOLDERS

Shareholders

The percentage of the holdings of the major shareholders as of 6.4.1.2 Holdings above the legal thresholds
December 31, 2018 was calculated based on a share capital divided
In accordance with Article L. 233-13 of the French Commercial Code,
into 2,640,602,007 shares, representing 2,766,134,802 voting rights
to TOTAL’s knowledge, two known shareholders hold 5% or more of
exercisable at Shareholders’ Meetings, or 2,798,608,083 theoretical
TOTAL’s share capital or voting rights at year-end 2018:
voting rights including 32,473,281 voting rights attached to the
32,473,281 TOTAL shares held by TOTAL S.A. that are deprived of — the Total Actionnariat France collective investment fund held, as
voting rights. of December 31, 2018, 3.4% of the share capital representing
6.2% of the voting rights exercisable at Shareholders’ Meetings
For fiscal years 2017 and 2016, the holdings of the major shareholders
and 6.1% of the theoretical voting rights;
were calculated on the basis of respectively 2,528,989,616 shares
to which 2,678,015,444 voting rights exercisable at Shareholders’ — BlackRock held, as of December 31, 2018, 6.1% of the share
Meetings were attached as of December 31, 2017, and capital representing 5.3% of the voting rights exercisable at
2,430,365,862 shares to which 2,572,363,626 voting rights exercisable Shareholders’ Meetings and 5.2% of the theoretical voting rights.
at Shareholders’ Meetings were attached as of December 31, 2016.

6.4.1.3 Legal threshold notifications in fiscal year 2018


Date on which
N° AMF thresholds were Number % share % voting Number of
disclosure crossed Company of shares capital rights Comments Share capital voting rights

218C1989 12/12/2018 JP Morgan 138,085,347 5.23% 4.98% Crossed upward 2,640,602,007 2,770,811,788
Chase & Co. the 5% threshold
in the
Company’s
voting rights
218C2026 12/18/2018 JP Morgan 50,231,045 1.90% 1.81% Crossed downward 2,640,602,007 2,770,811,788
Chase & Co. the 5% threshold
in the
Company’s
voting rights

6.4.1.4 Threshold notifications required by the Any individual or legal entity is also required to notify the Company in
bylaws due form and within the time limits stated above when their direct or
indirect holdings fall below each of the aforementioned thresholds.
In addition to the legal obligation to inform the Company and the
French Financial Markets Authority when the number of shares (or Notifications must be sent to the Senior Vice President of Investor
securities similar to shares or voting rights pursuant to Article Relations in London (contact details in point 6.6.6 of this chapter).
L. 233-9 of the French Commercial Code) held represents more than
5%, 10%, 15%, 20%, 25%, 30%, one third, 50%, two thirds, 90% 6.4.1.5 Temporary transfer of securities
or 95% of the share capital or theoretical voting rights, such
Pursuant to legal provisions, any legal entity or individual (with the
information being made at the latest on the close of the fourth trading
exception of those described in paragraph IV-3 of Article L. 233-7 of
day after the threshold is exceeded (Article L. 233-7 of the French
the French Commercial Code) holding alone or in concert a number
Commercial Code and Article 223-14 of the AMF General Regulation),
of shares representing more than two hundredth of the Company’s
any individual or legal entity who directly or indirectly comes to hold a
voting rights pursuant to one or more temporary transfers or similar
percentage of the share capital, voting rights or rights giving future
operations as described in Article L. 225-126 of the aforementioned
access to the Company’s share capital that is equal to or greater
Code is required to notify the Company and the AMF of the number
than 1%, or a multiple of this percentage, is required to notify the
of shares temporarily owned no later than the second business day
Company, within 15 days of the date on which each of the above
preceding the Shareholders’ Meeting at midnight (Paris time).
thresholds is exceeded, by registered mail with return receipt
requested, and indicate the number of shares held. Notifications must be e-mailed to the Company at the following
address: [email protected]
In case the shares above these thresholds are not declared, any
shares held in excess of the threshold that should have been declared If no notification is sent, any shares acquired under any of the above
will be deprived of voting rights at Shareholders’ Meetings if, at a temporary transfer operations will be deprived of voting rights at the
Shareholders’ Meeting, the failure to make a declaration is relevant Shareholders’ Meeting and at any Shareholders’ Meeting
acknowledged and if one or more shareholders holding collectively that may be held until such shares are transferred again or returned.
at least 3% of the Company’s share capital or voting rights so request
at that Meeting. 6.4.1.6 Shareholders’ agreements
TOTAL S.A. is not aware of any agreements among its shareholders.

236 TOTAL Registration Document 2018


TOTAL AND ITS SHAREHOLDERS

Shareholders 6
6.4.2 Employee shareholding
Based on the definition of employee shareholding set forth in Article L. 225-102 of the French Commercial Code, the Group’s employees held
126,355,179 TOTAL shares, representing 4.8% of the Company’s share capital and 8.4% of the voting rights as of December 31, 2018.
These shares, held directly or indirectly by the Group’s employees as of December 31, 2018, were as follows:

FCPE Total Actionnariat France 89,235,952


FCPE Total Actionnariat International Capitalisation 26,087,382
FCPE Total France Capital + 5,711,832
FCPE Total International Capital 2,551,062
Shares subscribed by employees in the U.S. 794,587
Shares subscribed by employees in Italy and Germany 466,220
TOTAL shares from the exercise of the Company’s stock options and held as registered shares within a Company Savings Plan 1,508,144
TOTAL SHARES HELD BY EMPLOYEES 126,355,179

The management of each of the Collective investment funds (FCPEs) These rules and procedures also stipulate a simple majority vote for
mentioned above is controlled by a dedicated Supervisory Board, decisions, except for decisions requiring a qualified majority vote of
two thirds of its members representing holders of fund units and one two-thirds plus one related to a change in a fund’s rules and
third representing the Company. The Supervisory Board is responsible procedures, its conversion or disposal.
for reviewing the Collective investment fund’s management report
For employees holding shares outside of the employee collective
and annual financial statements, as well as the financial, administrative
investment funds mentioned in the table above, voting rights are
and accounting management of the fund, exercising voting rights
exercised individually.
attached to portfolio securities, deciding contributions of securities in
case of a public tender offer, deciding mergers, spin-offs or The information regarding shares held by the administration and
liquidations, and granting its approval prior to changes in the rules management bodies is set forth in point 4.1.6 of chapter 4.
and procedures of the Collective investment fund in the conditions
provided for by the rules and procedures.

6.4.3 Shareholding structure


Estimates below are as of December 31, 2018, excluding treasury shares, based on the survey of identifiable holders of bearer shares
conducted on that date.

By shareholder type By area 6


Institutional shareholders 87.6% France 26.6%
of which: 15.5% in France
Rest of Europe 19.2%
13.2% in United Kingdom
18.7% for the rest of Europe
31.8% for North America
8.4% for the rest of world. United Kingdom 13.2%

Group employees (a)


4.8%

Rest of world 8.6%


Individual shareholders 7.6%
North America 32.4%

(a) On the basis of employee shareholdings as defined in Article L. 225-102


of the French Commercial Code, treasury shares excluded
(4.8% of the total share capital, refer to point 6.4.1 of this chapter).

The number of individual and institutional TOTAL shareholders is estimated at approximately 450,000.

Registration Document 2018 TOTAL 237


6 TOTAL AND ITS SHAREHOLDERS

[ THIS PAGE INTENTIONALLY LEFT BLANK ]

238 TOTAL Registration Document 2018


TOTAL AND ITS SHAREHOLDERS

Investor relations 6
6.6 Investor relations
6.6.1 Documents on display

Information and documents regarding TOTAL S.A., its bylaws and are available on its website total.com (under Investors/Publications
the Company’s Statutory and Consolidated Financial Statements for and regulated information). The Group’s biannual presentations of its
the year ended December 31, 2018, or previous fiscal years, may be results and outlook, as well as the quarterly financial information, are
consulted at its registered office pursuant to the legal and regulatory also available on its website.
provisions in force, as well as on the Company website.
Furthermore, in order to meet its obligations related to the listing of
In addition, the French version of TOTAL S.A.’s Registration its shares in the United States, the Company also files an annual
Documents (including the annual financial reports) and mid-year report on Form 20-F, in English, with the SEC. This report is also
financial reports filed with the French Financial Markets Authority available on the Company website.
(Autorité des marchés financiers) for each of the past 10 financial years

6.6.2 Relationships with institutional investors, financial analysts and


individual shareholders

Members of the Group’s General Management and Investor Relations In addition, the Group has a team dedicated to relationships with
regularly meet with institutional investors and financial analysts in the individual shareholders. This department, which is ISO 9001 certified,
leading financial centers throughout the world. In 2018, the Group offers a comprehensive communication package, featuring:
organized more than 1,000 meetings.
— a direct line, e-mail address, and postal address (refer to point
Each year, two main presentations are given to the financial 6.6.6 of this chapter);
community: one in February following the publication of the results
— documentation and material provided for individual shareholders
for the previous fiscal year, and one in September to present the
(e.g., the shareholders’ newsletter, individual shareholders pages
Group’s outlook and objectives. A series of meetings is held after
available on the Company’s website, and a Total Investors mobile
each of these presentations. In addition, each year the Chief Financial
app for digital tablets and smartphones);
Officer hosts three conference calls to discuss results for the first,
second and third quarters of the year. — shareholder meetings and investor fairs held in France and
worldwide;
The information presented and broadcast at these events is available
on the Group’s website. — the Shareholders’ Club, which organizes visits to industrial
facilities, visits to natural sites and cultural events sponsored by
With a dedicated team, the Group maintains an active dialogue with
the Total Foundation, and conferences about the Group;
shareholders in the field of Corporate Social Responsibility (CSR)
and governance. Around 100 meetings covering these themes were — the Shareholders’ e-Advisory Committee, which expresses its
6
organized in France and worldwide in 2018. views on the communication service as a whole.
This team also organizes the Annual Shareholders’ Meeting, which
was held on June 1, 2018, at the Palais des Congrès in Paris and
attended by nearly 3,000 people.
The documentation on relationships with individual shareholders is
available on the Company’s website total.com (under Investors/
Individual shareholders).

6.6.3 Registered shareholding

TOTAL shares can be held in bearer form or registered form. In the Main advantages of registered shares
latter case, shareholders are identified by TOTAL S.A., in its capacity
The advantages of registered shares include:
as the issuer, or by its agent, BNP Paribas Securities Services, which
is responsible for keeping the register of shareholders’ registered shares. — double voting rights if the shares are held continuously for more
than two successive years (refer to point 7.2.4.1 of chapter 7);
Registered shares
— a number for all contacts with BNP Paribas Securities Services
There are two forms of registration: (a toll-free call within France from a landline): 0 800 117 000 or
+33 1 40 14 80 61 (from outside France); from Monday to Friday
— administered registered shares: shares are registered with TOTAL
(business days), from 8:45 a.m. to 6:00 p.m., GMT+1;
through BNP Paribas Securities Services, but the holder’s financial
intermediary continues to administer them (sales, purchases, — registration as a recipient of all information published by the
coupons, etc.); Group for its shareholders;
— pure registered shares: TOTAL holds and directly administers — the ability to join the TOTAL Shareholders’ Club by holding at
shares on behalf of the holder through BNP Paribas Securities least 50 shares.
Services (sales, purchases, coupons, Shareholders’ Meeting
notices, etc.), so that the shareholder does not need to appoint
a financial intermediary.

Registration Document 2018 TOTAL 239


6 TOTAL AND ITS SHAREHOLDERS

Investor relations

The advantages of pure registered shares, in addition to those of — the option to view and manage shareholdings online and via the
administered registered shares, include: Planetshares app for digital tablets.
— no custodial fees; To convert TOTAL shares into pure registered shares, shareholders
must fill out a form that can be obtained upon request from the
— easier placement of market orders (1) (phone, mail, fax, internet);
Individual Shareholder Relations Department and send it to their
— brokerage fees of 0.20% (before tax) of the gross amount of the financial intermediary.
trade, with no minimum charge and up to €1,000 per trade;

6.6.4 2019 financial calendar


February 7 Results of the fourth quarter and full year 2018, and Investors’ Day – London
March 19 Ex-dividend date for the 2018 third interim dividend
April 26 Results of the first quarter 2019
May 29 2019 Annual Shareholders’ Meeting in Paris
June 11 Ex-dividend date for the 2018 final dividend (a)
July 25 Results of the second quarter and first half 2019
September 24 Investors’ Day (outlook and objectives) – New-York
September 27 Ex-dividend date for the 2019 first interim dividend (b)
October 30 Results of the third quarter and first nine months of 2019

(a) Subject to approval at the Annual Shareholders’ Meeting on May 29, 2019.
(b) Subject to the Board of Directors’ decision.

The full calendar including Shareholders’ Meetings and investor fairs is available on the Company’s website total.com (under Investors).

6.6.5 2020 financial calendar


January 6 Ex-dividend date for the 2019 second interim dividend (a)
March 30 Ex-dividend date for the 2019 third interim dividend (a)
May 29 2020 Annual Shareholders’ Meeting in Paris
June 29 Ex-dividend date for the 2019 final dividend (b)

(a) Subject to the Board of Directors’ decision.


(b) Subject to approval at the Annual Shareholders’ Meeting on May 29, 2020.

6.6.6 Contacts

Mr. Brendan Warn, Mr. Laurent Toutain,


Senior Vice President, Investor Relations TOTAL S.A. Head of Individual Shareholder Relations
Total Finance Corporate Services TOTAL S.A. Individual Shareholder Relations Department
10 Upper Bank Street, Canary Wharf Tour Coupole 2, place Jean Millier
London E14 5BF, United Kingdom 92078 Paris-La Défense Cedex, France
e-mail: [email protected] e-mail: [email protected]
Phone: +44 (0)207 7197 962
Phone (Monday to Friday from 9 a.m. to 12:30 p.m. and from
Mr. Robert Hammond, 1:30 p.m. to 5:30 p.m., GMT+1):
Director of Investor Relations North America
– from France: 0 800 039 039
TOTAL American Services Inc. (toll-free number from a landline);
1201 Louisiana Street, Suite 1800 – from Belgium: 02 288 3309;
Houston, TX 77002, United States – from the United Kingdom: 020 7719 6084;
e-mail: [email protected] – from Germany: 30 2027 7700;
Phone: +1 (713) 483-5070 – from other countries: +33 1 47 44 24 02.

(1) Provided the subscriber has signed the market service agreement. Signing this agreement is free of charge.

240 TOTAL Registration Document 2018


GENERAL INFORMATION
7
7.1 Share capital 242
7.1.1 Share capital as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
7.1.2 Features of the shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
7.1.3 Potential capital as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
7.1.4 Share capital history since 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242

7.2 Articles of incorporation and bylaws; other information 244


7.2.1 General information concerning the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244
7.2.2 Summary of the Company’s corporate purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244
7.2.3 Provisions of the bylaws governing the administration and management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244
7.2.4 Rights, privileges and restrictions attached to the shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245
7.2.5 Amending shareholders’ rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246
7.2.6 Shareholders’ Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246
7.2.7 Identification of the holders of bearer shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246
7.2.8 Thresholds to be declared according to the bylaws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246
7.2.9 Changes in the share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246

[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

Registration Document 2018 TOTAL 241


7 GENERAL INFORMATION

Share capital

7.1 Share capital


7.1.1 Share capital as of December 31, 2018

As of December 31, 2018, the share capital amounted to with a nominal value of €2.50 per share. All the shares issued have
€6,601,505,017.50, consisting of 2,640,602,007 (1) ordinary shares, been fully paid up.

7.1.2 Features of the shares

There is a single category of shares. A double voting right is granted The shares are registered or in bearer form, at the shareholder’s
under certain conditions (refer to point 7.2.4.1 of this chapter) to every discretion. The shares are in book-entry form and registered in an
shareholder. account.

7.1.3 Potential capital as of December 31, 2018

The potential share capital is made up of the existing share capital to share subscription options that may be exercised at this date. These
which are added the new TOTAL shares that could be issued in the options were awarded on September 14, 2011, under the plan
event of (i) the conversion or reimbursement in shares of all the rights decided by the Board of Directors.
giving access to the share capital, and (ii) the exercise of all the share
The table below shows the theoretical evolution in the share capital
subscription options.
of TOTAL S.A. in view of the maximum potential for the creation of
As of December 31, 2018, the only existing financial instruments likely shares by exercising the 265,230 share subscription options existing
to result in the creation of new TOTAL shares were the 265,230 TOTAL as of December 31, 2018.

As of December 31, 2018 Number of shares Share capital (%)

Ordinary shares issued 2,640,602,007 100


Shares likely to be created by the exercise of share subscription options 265,230 0.01
Maximum total number of shares (potential capital) 2,640,867,237 100.01

7.1.4 Share capital history since 2016


Shares
composing
Shares Nominal Issue/ Share the capital
created/ amount contribution capital after the
Transaction (canceled) of the premium after the transaction
acknowledgment (number of Type of transaction transaction per share transaction (number of
date shares) (share capital increase/reduction) (euros) (euros) (euros) shares)

Fiscal year 2016


January 14, 2016 1,469,606 Increase – Exercise of share subscription
options in fiscal year 2015 3,674,015.00 n/a (a) 6,100,144,707.50 2,440,057,883
January 14, 2016 13,945,709 Increase – Payment of the 2015 second
interim dividend 34,864,272.50 37.27 6,135,008,980.00 2,454,003,592
April 12, 2016 24,752,821 Increase – Payment of the 2015 third
interim dividend 61,882,052.50 33.74 6,196,891,032.50 2,478,756,413
June 23, 2016 24,372,848 Increase – Payment of the 2015 final
dividend 60,932,120.00 35.76 6,257,823,152.50 2,503,129,261
October 14, 2016 25,329,951 Increase – Payment of the 2016 first
interim dividend 63,324,877.50 35.50 6,321,148,030.00 2,528,459,212
December 15, 2016 (100,331,268) Reduction – Cancellation of treasury
shares (250,828,170.00) n/a 6,070,319,860.00 2,428,127,944

(a) The shares created result from the exercise of share subscription options in fiscal year 2015 under the 2008, 2009, 2010 and 2011 share subscription option plans. The issue premiums
corresponding to the creation of these shares under the 2008, 2009, 2010 and 2011 plans respectively amount to €40.40, €37.40, €35.70 and €30.50.

(1) Based on the number of shares composing the share capital as of December 31, 2018 published by the Company in accordance with article 223-16 of the General Regulation of the
French Financial Markets Authority.

242 TOTAL Registration Document 2018


GENERAL INFORMATION

Share capital 7
Shares
composing
Shares Nominal Issue/ Share the capital
created/ amount contribution capital after the
Transaction (canceled) of the premium after the transaction
acknowledgment (number of Type of transaction transaction per share transaction (number of
date shares) (share capital increase/reduction) (euros) (euros) (euros) shares)

Fiscal year 2017


January 12, 2017 2,237,918 Increase – Exercise of share subscription
options in fiscal year 2016 5,594,795.00 n/a (a) 6,075,914,655.00 2,430,365,862
January 12, 2017 23,206,171 Increase – Payment of the 2016 second
interim dividend 58,015,427.50 39.37 6,133,930,082.50 2,453,572,033
April 6, 2017 19,800,590 Increase – Payment of the 2016 third
interim dividend 49,501,475.00 42.14 6,183,431,557.50 2,473,372,623
April 26, 2017 9,532,190 Share capital increase reserved for
employees 23,830,475.00 35.60 (b) 6,207,262,032.50 2,482,904,813
June 22, 2017 17,801,936 Increase – Payment of the 2016
final dividend 44,504,840.00 42.36 6,251,766,872.50 2,500,706,749
October 12, 2017 25,633,559 Increase – Payment of the 2017
first interim dividend 64,083,897.50 38.62 6,315,850,770.00 2,526,340,308

(a) The shares created result from the exercise of share subscription options in fiscal year 2016 under the 2008, 2009, 2010 and 2011 share subscription option plans.
(b) Only the 9,350,220 shares issued as a result of employee subscriptions as part of the share capital increase included an issue premium. The 181,970 shares created for the matching
contribution, in the form of free shares pursuant to Article L. 3332-21 of the French Labor Code, did not include an issue premium.

Shares
composing
Shares Nominal Issue/ Share the capital
created/ amount contribution capital after the
Transaction (canceled) of the premium after the transaction
acknowledgment (number of Type of transaction transaction per share transaction (number of
date shares) (share capital increase/reduction) (euros) (euros) (euros) shares)

Fiscal years 2018 and 2019


January 11, 2018 2,649,308 Increase – Exercise of share subscription
options in fiscal year 2017 6,623,270.00 n/a (a) 6,322,474,040.00 2,528,989,616
January 11, 2018 7,087,904 Increase – Payment of the 2017 second
interim dividend 17,719,760.00 44.05 6,340,193,800.00 2,536,077,520
March 8, 2018 97,522,593 Increase – Consideration for the contribution
of Mærsk Olie og Gas A/S shares 243,806,482.50 40.70 6,584,000,282.50 2,633,600,113
April 9, 2018 15,559,601 Increase – Payment of the 2017 third
interim dividend 38,899,002.50 43.20 6,622,899,285.00 2,649,159,714
May 3, 2018 9,354,889 Share capital increase reserved for
employees 23,387,222.50 34.70 (b) 6,646,286,507.50 2,658,514,603
June 28, 2018 5,798,335 Increase – Payment of the 2017
final dividend 14,495,837.50 49.53 6,660,782,345.00 2,664,312,938
October 12, 2018 18,783,197 Increase – Payment of the 2018
7
first interim dividend 46,957,992.50 50.45 6,707,740,337.50 2,683,096,135
December 12, 2018 (44,590,699) Reduction – Cancellation of
treasury shares (111,476,747.50) n/a 6,596,263,590.00 2,638,505,436
January 14, 2019 2,096,571 Increase – Exercise of share subscription
options in fiscal year 2018 5,241,427.50 n/a (c) 6,601,505,017.50 2,640,602,007
January 14, 2019 1,212,767 Increase – Payment of the 2018 second
interim dividend 3,031,917.50 45.77 6,604,536,935.00 2,641,814,774

(a) The shares created result from the exercise of share subscription options in fiscal year 2017 under the 2009, 2010 and 2011 share subscription option plans.
(b) Only the 9,174,817 shares issued as a result of employee subscriptions as part of the share capital increase included an issue premium. The 180,072 shares created for the matching
contribution, in the form of free shares pursuant to Article L. 3332-21 of the French Labor Code, did not include an issue premium.
(c) The shares created result from the exercise of share subscription options in fiscal year 2018 under the 2010 and 2011 share subscription option plans.

Registration Document 2018 TOTAL 243


7 GENERAL INFORMATION

Articles of incorporation and bylaws; other information

7.2 Articles of incorporation and bylaws;


other information
7.2.1 General information concerning the Company

The Company’s name is TOTAL S.A. LEI (Legal Entity Identifier): 529900S21EQ1BO4ESM68.
TOTAL S.A. is a French limited liability company (société anonyme). EC Registration Number: FR 59 542 051 180.
The headquarters are located at 2, place Jean Millier, La Défense 6,
APE Code (NAF): 111Z until January 7, 2008; 7010Z since January 8,
92400 Courbevoie, France. It is registered in the French trade registry
2008.
in Nanterre under No. 542 051 180 RCS.
The Company’s bylaws are on file with K.L. Associés, Notaries in
The Company’s term was extended for 99 years from March 22,
Paris.
2000, to expire on March 22, 2099, unless dissolved prior to this
date or extended. The telephone number is +33 (0)1 47 44 45 46 and its internet address
is total.com.
Fiscal year: from January 1 to December 31 of each year.

7.2.2 Summary of the Company’s corporate purpose

The direct and indirect purpose of the Company is to search for and all activities relating to production and distribution of all forms of
extract mining deposits in all countries, particularly hydrocarbons in energy, as well as the chemicals sector in all of its forms and to the
all forms, and to perform industrial refining, processing and trading in rubber and health sectors. The complete details of the Company’s
said materials as well as their derivatives and by-products, as well as corporate purpose are set forth in Article 3 of the bylaws.

7.2.3 Provisions of the bylaws governing the administration and management


bodies

7.2.3.1 Election of directors and term of office 7.2.3.2 Age limit of directors
Directors are elected by the Shareholders’ Meeting for a 3-year term On the closing date of each fiscal year, the number of individual
up to a maximum number of directors authorized by law (currently directors over the age of 70 may not be greater than one third of the
18), subject to the legal provisions that allow the term to be extended directors in office. If this percentage is exceeded, the oldest Board
until the next Ordinary Shareholders’ Meeting called to approve the member is automatically considered to have resigned. The director
financial statements for the previous fiscal year. permanent representative of a legal entity must be under 70 years old.
In addition, one director representing the employee shareholders is
7.2.3.3 Age limit of the Chairman of the Board and
also elected by the Shareholders’ Meeting for a 3-year term from a
the Chief Executive Officer
list of at least two candidates pre-selected by the employee
shareholders under the conditions provided for by the laws, The duties of the Chairman of the Board automatically cease on his
regulations and bylaws in force. However, his or her term shall expire or her 70th birthday at the latest.
automatically once this Director is no longer an employee or a
To hold this office, the Chief Executive Officer must be under the age
shareholder. The Board of Directors may meet and conduct valid
of 67. When the age limit is reached during his or her duties, such
deliberations until the date his or her replacement is named.
duties automatically cease, and the Board of Directors elects a new
Furthermore, a director representing the employees is designated by Chief Executive Officer. However, his or her duties as Chief Executive
the Company’s Central Works Council (1). Where the number of Officer will continue until the date of the Board of Directors’ meeting
directors appointed by the Shareholders’ Meeting is greater than aimed at electing his or her successor. Subject to the age limit
12 (2), a second director representing the employees is designated by specified above, the Chief Executive Officer can always be re-elected.
the Company’s European Works Council. In accordance with
The age limits specified above are stipulated in the Company’s
applicable legal provisions, the director elected by the Central Works
bylaws. They were approved by the Annual Shareholders’ Meeting
Council must have held an employment contract with the Company
held on May 16, 2014.
or one of its direct or indirect subsidiaries, whose registered office is
based in mainland France, for at least two years prior to appointment.
7.2.3.4 Minimum interest in the Company held by
The second director elected by the European Works Council must
directors
have held an employment contract with the Company or one of its
direct or indirect subsidiaries for at least two years prior to Each director (other than the director representing the employee
appointment. The term of office for a director representing the shareholders or the director representing the employees) must own
employees is three years. However, the term of office ends following at least 1,000 shares during his or her term of office. If, however, any
the Ordinary Shareholders’ Meeting called to approve the financial director ceases to own the required number of shares, they may
statements for the last fiscal year and held in the year during which adjust their position subject to the conditions set by law. The director
the said director’s term of office expires. representing employee shareholders must hold, during his or her
term of office, either individually or through a Company Savings Plan

(1) The Company’s Central Works Council was replaced by the Central Social and Economic Committee (CSEC) in December 2018.
(2) Neither the director representing employee shareholders, elected by the Annual Shareholders’ Meeting, nor the director(s) representing employees are taken into consideration when
calculating the 12-member threshold, which is assessed on the date on which the employee director(s) is/are elected.

244 TOTAL Registration Document 2018


GENERAL INFORMATION

Articles of incorporation and bylaws; other information 7


(Fonds Commun de Placement d’Entreprise, FCPE) governed by 7.2.3.7 Form of management
Article L. 214-165 of the French Monetary and Financial Code, at
Management of the Company is assumed either by the Chairman of
least one share or a number of units in said fund equivalent to at
the Board of Directors (who then holds the title of the Chairman and
least one share. The director representing the employees is not bound
Chief Executive Officer), or by another person appointed by the Board
to be a shareholder.
of Directors with the title of Chief Executive Officer. It is the
responsibility of the Board of Directors to choose between these two
7.2.3.5 Majority rules for Board meetings
forms of management under the majority rules described above.
Decisions are adopted by a majority vote of the directors present or
At its meeting on December 16, 2015, the Board of Directors decided
represented. In the event of a tie vote, the person chairing the meeting
to reunify the positions of Chairman and Chief Executive Officer of
shall cast the deciding vote.
TOTAL S.A. as of December 19, 2015. Since that date, Mr. Pouyanné
has held the position of Chairman and Chief Executive Officer of
7.2.3.6 Rules of procedure and Committees of the
TOTAL S.A. As the Shareholders’ Meeting held on June 1, 2018
Board of Directors
renewed Mr. Pouyanné as a director for a three-year period, the
Refer to point 4.1.2 of chapter 4 of this Registration Document. Board of Directors decided to renew Mr. Pouyanné in his positions
as Chairman and Chief Executive Officer of TOTAL S.A. for the same
period. For additional information on the governance structure, refer
to point 4.1.5.1 in chapter 4.

7.2.4 Rights, privileges and restrictions attached to the shares

In addition to the right to vote, each share entitles the holder to a tender offer under which the acquisition of at least two thirds of the
portion of the corporate assets, distributions of profits and liquidation overall number of shares of the Company was made possible, and
dividend that is proportional to the number of shares issued, subject not solely to the first meeting following that public tender offer.
to the laws and regulations in force, as well as the bylaws.
Since in such circumstances the limitation no longer applies, such
With the exception of double voting rights, no privilege is attached to limitation on voting rights cannot prevent or delay any takeover of the
a specific class of shares or to a specific class of shareholders. Company, except in case of a public tender offer where the bidder
does not acquire at least two thirds of the Company’s shares.
7.2.4.1 Double voting rights
7.2.4.3 Fractional rights
Double voting rights, in relation to the portion of share capital they
represent, are granted to all fully paid-up registered shares held Whenever it is necessary to own several shares in order to exercise a
continuously in the name of the same shareholder for at least two right, a number of shares less than the number required does not
years (1), and to additional registered shares allotted to a shareholder give the owners any right with respect to the Company; in such
in connection with a share capital increase by capitalization of case, the shareholders are responsible for aggregating the required
reserves, profits or premiums on the basis of the existing shares number of shares.
which entitle the shareholder to a double voting right.
7.2.4.4 Statutory allocation of profits
7.2.4.2 Limitation of voting rights
The Company may distribute dividends under the conditions provided
Article 18 of the Company’s bylaws provides that at Shareholders’ for by the French Commercial Code and the Company’s bylaws.
Meetings, no shareholder may cast, by himself or through his agent,
The net profit for the period is equal to the net income minus general
on the basis of the single voting rights attached to the shares he
expenses and other personnel expenses, all amortization and
holds directly or indirectly and the shares for which he holds powers,
depreciation of the assets, as well as all provisions for commercial
more than 10% of the total number of voting rights attached to the
and industrial contingencies.
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 From this profit, minus prior losses, if any, the following items are 7
additional voting rights into account, provided that the total voting deducted in the order indicated:
rights that he exercises do not exceed 20% of the total voting rights
— 5% to constitute the legal reserve fund, until said fund reaches
associated with the shares in the Company.
10% of the share capital;
Additionally, Article 18 of the bylaws also provides that the limitation
— the amounts set by the Shareholders’ Meeting in order to fund
on voting rights no longer applies, absent any decision of the
reserves for which it determines the allocation or use; and
Shareholders’ Meeting, if an individual or a legal entity acting solely
or together with one or more individuals or entities acquires at least — the amounts that the Shareholders’ Meeting decides to retain.
two thirds of the Company’s shares following a public tender offer for
The remainder is paid to the shareholders as dividends.
all the Company’s shares. In that case, the Board of Directors
acknowledges that the limitation no longer applies and carries out The Board of Directors may pay interim dividends.
the necessary procedure to modify the Company’s bylaws
The Shareholders’ Meeting held to approve the financial statements
accordingly.
for the fiscal year may decide to grant shareholders an option, for all
Once acknowledged, the fact that the limitation no longer applies is or part of the dividend or interim dividends, between payment of the
final and applies to all Shareholders’ Meetings following the public dividend in cash or in 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 the bylaws).

Registration Document 2018 TOTAL 245


7 GENERAL INFORMATION

Articles of incorporation and bylaws; other information

The Shareholders’ Meeting may decide at any time, but only based Dividends that have not been claimed at the end of a 5-year period
on a proposal by the Board of Directors, to make a full or partial are forfeited to the French State.
distribution of the amounts in the reserve accounts, either in cash or
in Company shares.

7.2.5 Amending shareholders’ rights

Any amendment to the bylaws must be approved or authorized by required by the laws and regulations governing Extraordinary
the Shareholders’ Meeting voting with the quorum and majority Shareholders’ Meetings.

7.2.6 Shareholders’ Meetings


Refer to point 4.4.3 in chapter 4 for the terms and conditions of the notice and admission to Shareholders’ Meetings.

7.2.7 Identification of the holders of bearer shares

In accordance with Article 9 of its bylaws, TOTAL S.A. is authorized, of securities that grant immediate or future voting rights at the
to the extent permitted under applicable law, to identify the holders Company’s Shareholders’ Meetings.

7.2.8 Thresholds to be declared according to the bylaws

Any individual or entity who directly or indirectly acquires a percentage voting rights at Shareholders’ Meetings if, at a Shareholders’ Meeting,
of the share capital, voting rights or rights giving future access to the the failure to make a declaration is acknowledged and if one or more
share capital of the Company that is equal to or greater than 1%, or shareholders holding collectively at least 3% of the Company’s share
a multiple of this percentage, is required to notify the Company within capital or voting rights so request at that meeting.
15 days as from the crossing of each threshold, by registered mail with
All individuals and entities are also required to notify the Company, in
return receipt requested, and declare the number of securities held.
due form and within the time limits stated above, when their direct or
In case the shares above these thresholds are not declared, as indirect holdings fall below each of the thresholds mentioned in the
specified in the preceding paragraph, any shares held in excess of, first paragraph.
the threshold that should have been declared will be deprived of

7.2.9 Changes in the share capital

The Company’s share capital may be changed only under the The French Commercial Code stipulates that shareholders hold, in
conditions stipulated by the legal and regulatory provisions in force. proportion to their number of shares, a preemptive subscription right
No provision of the bylaws, charter, or internal regulations provide for to shares issued for cash to increase the share capital. The
more stringent conditions than the law governing changes in the Extraordinary Shareholders’ Meeting can decide, under the conditions
Company’s share capital. provided for by law, to remove this preemptive subscription right.

246 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL
STATEMENTS
8
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]

8.2 Consolidated statement of income 254

8.3 Consolidated statement of comprehensive income 255

8.4 Consolidated balance sheet 256

8.5 Consolidated statement of cash flow 257

8.6 Consolidated statement of changes in shareholders’ equity 258

8.7 Notes to the Consolidated Financial Statements 259

Registration Document 2018 TOTAL 249


8 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of income

8.2 Consolidated statement of income


TOTAL
For the year ended December 31, (M$) (a) 2018 2017 2016

Sales (Notes 3, 4, 5) 209,363 171,493 149,743


Excise taxes (Notes 3, 5) (25,257) (22,394) (21,818)
Revenues from sales (Notes 3, 5) 184,106 149,099 127,925
Purchases, net of inventory variation (Note 5) (125,816) (99,411) (83,377)
Other operating expenses (Note 5) (27,484) (24,966) (24,302)
Exploration costs (Note 5) (797) (864) (1,264)
Depreciation, depletion and impairment
of tangible assets and mineral interests (Note 5) (13,992) (16,103) (13,523)
Other income (Note 6) 1,838 3,811 1,299
Other expense (Note 6) (1,273) (1,034) (1,027)
Financial interest on debt (1,933) (1,396) (1,108)
Financial income and expense from cash & cash equivalents (188) (138) 4
Cost of net debt (Note 15) (2,121) (1,534) (1,104)
Other financial income (Note 6) 1,120 957 971
Other financial expense (Note 6) (685) (642) (636)
Net income (loss) from equity affiliates (Note 8) 3,170 2,015 2,214
Income taxes (Note 11) (6,516) (3,029) (970)
CONSOLIDATED NET INCOME 11,550 8,299 6,206
Group share 11,446 8,631 6,196
Non-controlling interests 104 (332) 10
Earnings per share ($) 4.27 3.36 2.52
Fully-diluted earnings per share ($) 4.24 3.34 2.51

(a) Except for per share amounts.

254 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of comprehensive income 8


8.3 Consolidated statement of comprehensive income
TOTAL
For the year ended December 31, (M$) 2018 2017 2016

CONSOLIDATED NET INCOME 11,550 8,299 6,206

Other comprehensive income


Actuarial gains and losses (Note 10) (12) 823 (371)
Change in fair value of investments in equity instruments (Note 15) - - -
Tax effect 13 (390) 55
Currency translation adjustment generated by the parent company (Note 9) (4,022) 9,316 (1,548)
ITEMS NOT POTENTIALLY RECLASSIFIABLE TO PROFIT AND LOSS (4,021) 9,749 (1,864)
Currency translation adjustment (Note 9) 1,113 (2,578) (1,098)
Available for sale financial assets (Note 8) - 7 4
Cash flow hedge (Notes 15, 16) 25 324 239
Variation of foreign currency basis spread (Note 15) (80) - -
Share of other comprehensive income of equity affiliates, net amount (Note 8) (540) (677) 935
Other (5) - 1
Tax effect 14 (100) (76)
ITEMS POTENTIALLY RECLASSIFIABLE TO PROFIT AND LOSS 527 (3,024) 5
TOTAL OTHER COMPREHENSIVE INCOME (NET AMOUNT) (3,494) 6,725 (1,859)
COMPREHENSIVE INCOME 8,056 15,024 4,347
Group share 8,021 15,312 4,336
Non-controlling interests (Note 9) 35 (288) 11

Registration Document 2018 TOTAL 255


8 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated balance sheet

8.4 Consolidated balance sheet


TOTAL

ASSETS
As of December 31, (M$) 2018 2017 2016

Non-current assets
Intangible assets, net (Notes 4 & 7) 28,922 14,587 15,362
Property, plant and equipment, net (Notes 4 & 7) 113,324 109,397 111,971
Equity affiliates: investments and loans (Note 8) 23,444 22,103 20,576
Other investments (Note 8) 1,421 1,727 1,133
Non-current financial assets (Note 15) 680 679 908
Deferred income taxes (Note 11) 6,663 5,206 4,368
Other non-current assets (Note 6) 2,509 3,984 4,143
TOTAL NON-CURRENT ASSETS 176,963 157,683 158,461

Current assets
Inventories, net (Note 5) 14,880 16,520 15,247
Accounts receivable, net (Note 5) 17,270 14,893 12,213
Other current assets (Note 5) 14,724 14,210 14,835
Current financial assets (Note 15) 3,654 3,393 4,548
Cash and cash equivalents (Note 15) 27,907 33,185 24,597
Assets classified as held for sale (Note 2) 1,364 2,747 1,077
TOTAL CURRENT ASSETS 79,799 84,948 72,517
TOTAL ASSETS 256,762 242,631 230,978

LIABILITIES & SHAREHOLDERS’ EQUITY


As of December 31, (M$) 2018 2017 2016

Shareholders’ equity
Common shares 8,227 7,882 7,604
Paid-in surplus and retained earnings 120,569 112,040 105,547
Currency translation adjustment (11,313) (7,908) (13,871)
Treasury shares (1,843) (458) (600)
TOTAL SHAREHOLDERS’ EQUITY – GROUP SHARE (Note 9) 115,640 111,556 98,680
Non-controlling interests 2,474 2,481 2,894
TOTAL SHAREHOLDERS’ EQUITY 118,114 114,037 101,574

Non-current liabilities
Deferred income taxes (Note 11) 11,490 10,828 11,060
Employee benefits (Note 10) 3,363 3,735 3,746
Provisions and other non-current liabilities (Note 12) 21,432 15,986 16,846
Non-current financial debt (Note 15) 40,129 41,340 43,067
TOTAL NON-CURRENT LIABILITIES 76,414 71,889 74,719

Current liabilities
Accounts payable 26,134 26,479 23,227
Other creditors and accrued liabilities (Note 5) 22,246 17,779 16,720
Current borrowings (Note 15) 13,306 11,096 13,920
Other current financial liabilities (Note 15) 478 245 327
Liabilities directly associated with the assets classified as held for sale (Note 2) 70 1,106 491
TOTAL CURRENT LIABILITIES 62,234 56,705 54,685
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY 256,762 242,631 230,978

256 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of cash flow 8


8.5 Consolidated statement of cash flow
TOTAL
For the year ended December 31, (M$) 2018 2017 2016

CASH FLOW FROM OPERATING ACTIVITIES


Consolidated net income 11,550 8,299 6,206
Depreciation, depletion, amortization and impairment (Note 5.3) 14,584 16,611 14,423
Non-current liabilities, valuation allowances, and deferred taxes (Note 5.5) (887) (384) (1,559)
(Gains) losses on disposals of assets (930) (2,598) (263)
Undistributed affiliates’ equity earnings (826) 42 (643)
(Increase) decrease in working capital (Note 5.5) 769 827 (1,119)
Other changes, net 443 (478) (524)
CASH FLOW FROM OPERATING ACTIVITIES 24,703 22,319 16,521

CASH FLOW USED IN INVESTING ACTIVITIES


Intangible assets and property, plant and equipment additions (Note 7) (17,080) (13,767) (18,106)
Acquisitions of subsidiaries, net of cash acquired (3,379) (800) (1,123)
Investments in equity affiliates and other securities (1,108) (1,368) (180)
Increase in non-current loans (618) (961) (1,121)
Total expenditures (22,185) (16,896) (20,530)
Proceeds from disposals of intangible assets and property, plant and equipment 3,716 1,036 1,462
Proceeds from disposals of subsidiaries, net of cash sold 12 2,909 270
Proceeds from disposals of non-current investments 1,444 294 132
Repayment of non-current loans 2,067 1,025 1,013
Total divestments 7,239 5,264 2,877
CASH FLOW USED IN INVESTING ACTIVITIES (14,946) (11,632) (17,653)

CASH FLOW FROM FINANCING ACTIVITIES


Issuance (repayment) of shares:
– Parent company shareholders 498 519 100
– Treasury shares (4,328) - -

Dividends paid:
– Parent company shareholders (4,913) (2,643) (2,661)
– Non-controlling interests (97) (141) (93)
Issuance of perpetual subordinated notes (Note 9) - - 4,711
Payments on perpetual subordinated notes (Note 9) (325) (276) (133)
Other transactions with non-controlling interests (622) (4) (104)
Net issuance (repayment) of non-current debt (Note 15) 649 2,277 3,576
Increase (decrease) in current borrowings (3,990) (7,175) (3,260) 8
Increase (decrease) in current financial assets and liabilities (797) 1,903 1,396
CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES (13,925) (5,540) 3,532
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,168) 5,147 2,400
Effect of exchange rates (1,110) 3,441 (1,072)
Cash and cash equivalents at the beginning of the period 33,185 24,597 23,269
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (Note 15) 27,907 33,185 24,597

Registration Document 2018 TOTAL 257


8 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of changes in shareholders’ equity

8.6 Consolidated statement of changes


in shareholders’ equity
TOTAL
Common shares issued Paid-in Treasury shares Shareholders’
surplus and Currency equity – Non- Total
retained translation Group controlling shareolders’
(M$) Number Amount earnings adjustment Number Amount share interests equity

AS OF JANUARY 1, 2016 2,440,057,883 7,670 101,528 (12,119) (113,967,758) (4,585) 92,494 2,915 95,409
Net income 2016 - - 6,196 - - - 6,196 10 6,206
Other comprehensive income - - (108) (1,752) - - (1,860) 1 (1,859)
Comprehensive income - - 6,088 (1,752) - - 4,336 11 4,347
Dividend - - (6,512) - - - (6,512) (93) (6,605)
Issuance of common shares 90,639,247 251 3,553 - - - 3,804 - 3,804
Purchase of treasury shares - - - - - - - - -
Sale of treasury shares (a) - - (163) - 3,048,668 163 - - -
Share-based payments - - 112 - - - 112 - 112
Share cancellation (100,331,268) (317) (3,505) - 100,331,268 3,822 - - -
Issuance of perpetual
subordinated notes - - 4,711 - - - 4,711 - 4,711
Payments on perpetual
subordinated notes - - (203) - - - (203) - (203)
Other operations with
non-controlling interests - - (98) - - - (98) (43) (141)
Other items - - 36 - - - 36 104 140
AS OF DECEMBER 31, 2016 2,430,365,862 7,604 105,547 (13,871) (10,587,822) (600) 98,680 2,894 101,574
Net income 2017 - - 8,631 - - - 8,631 (332) 8,299
Other comprehensive income - - 718 5,963 - - 6,681 44 6,725
Comprehensive income - - 9,349 5,963 - - 15,312 (288) 15,024
Dividend - - (6,992) - - - (6,992) (141) (7,133)
Issuance of common shares 98,623,754 278 4,431 - - - 4,709 - 4,709
Purchase of treasury shares - - - - - - - - -
Sale of treasury shares (a) - - (142) - 2,211,066 142 - - -
Share-based payments - - 151 - - - 151 - 151
Share cancellation - - - - - - - - -
Issuance of perpetual
subordinated notes - - - - - - - - -
Payments on perpetual
subordinated notes - - (302) - - - (302) - (302)
Other operations with
non-controlling interests - - (8) - - - (8) 4 (4)
Other items - - 6 - - - 6 12 18
AS OF DECEMBER 31, 2017 2,528,989,616 7,882 112,040 (7,908) (8,376,756) (458) 111,556 2,481 114,037
Net income 2018 - - 11,446 - - - 11,446 104 11,550
Other comprehensive income - - (20) (3,405) - - (3,425) (69) (3,494)
Comprehensive income - - 11,426 (3,405) - - 8,021 35 8,056
Dividend - - (7,881) - - - (7,881) (97) (7,978)
Issuance of common shares 156,203,090 476 8,366 - - - 8,842 - 8,842
Purchase of treasury shares - - - - (72,766,481) (4,328) (4,328) - (4,328)
Sale of treasury shares (a) - - (240) - 4,079,257 240 - - -
Share-based payments - - 294 - - - 294 - 294
Share cancellation (44,590,699) (131) (2,572) - 44,590,699 2,703 - - -
Issuance of perpetual
subordinated notes - - - - - - - - -
Payments on perpetual
subordinated notes - - (315) - - - (315) - (315)
Other operations with
non-controlling interests - - (517) - - - (517) (99) (616)
Other items - - (32) - - - (32) 154 122
AS OF DECEMBER 31, 2018 2,640,602,007 8,227 120,569 (11,313) (32,473,281) (1,843) 115,640 2,474 118,114

(a) Treasury shares related to the restricted stock grants.

Changes in equity are detailed in Note 9.

258 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements 8


8.7 Notes to the Consolidated Financial Statements
On February 6, 2019, the Board of Directors established and authorized the publication of the Consolidated Financial Statements of TOTAL S.A.
for the year ended December 31, 2018, which will be submitted for approval to the Shareholders’ Meeting to be held on May 29, 2019.

Basis of preparation of the Consolidated Financial Statements 260

Major judgments and accounting estimates 260

Judgments in case of transactions not addressed by


any accounting standard or interpretation 261

NOTE 1 General accounting policies 261

NOTE 2 Changes in the Group structure 263

NOTE 3 Business segment information 265

NOTE 4 Segment Information by geographical area 276

NOTE 5 Main items related to operating activities 277

NOTE 6 Other items from operating activities 282

NOTE 7 Intangible and tangible assets 284

NOTE 8 Equity affiliates, other investments and related parties 288

NOTE 9 Shareholders’ equity and share-based payments 294

NOTE 10 Payroll, staff and employee benefits obligations 304

NOTE 11 Income taxes 308

NOTE 12 Provisions and other non-current liabilities 310

NOTE 13 Off balance sheet commitments and lease contracts 312

NOTE 14 Financial assets and liabilities analysis per instrument class and strategy 317

NOTE 15 Financial structure and financial costs 320

NOTE 16 Financial instruments related to commodity contracts 336


8

NOTE 17 Post closing events 339

NOTE 18 Consolidation scope 340

Registration Document 2018 TOTAL 259


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 1

Basis of preparation of the Consolidated Financial Statements

The Consolidated Financial Statements of TOTAL S.A. and its This new standard did not lead to any substantial change in the
subsidiaries (the Group) are presented in U.S. dollars and have been accounting principles applied by the Group.
prepared on the basis of IFRS (International Financial Reporting
This standard has three components: classification and measurement
Standards) as adopted by the European Union and IFRS as issued
of financial instruments, impairment of financial assets, and hedging
by the IASB (International Accounting Standard Board) as of
transactions except macro hedging.
December 31, 2018.
The main changes induced by each component are the following:
The accounting principles applied for the Consolidated Financial
Statements at December 31, 2018, were the same as those that were — the application of the “Classification and valuation of financial
used for the financial statements at December 31, 2017, with the instruments” component led the Group to create a new non-
exception of those texts or amendments that must be applied for recyclable component in its comprehensive income to record,
periods beginning January 1, 2018. from January 1, 2018, changes in the fair value of investments in
equity instruments previously classified as “Available-for-sale
First-time application of IFRS 15 “Revenue from financial assets “under IAS 39.
Contracts with Customers”
Moreover the Group has reviewed the equity instruments
The Group applied IFRS 15 as of January 1, 2018, without restating classification as stated in Note 8.2 to the Consolidated Financial
comparative information from past periods. Statements;
The cumulative effect of the first application of the standard, — the application of the “Impairment of financial assets” component
recognized in equity as at January 1, 2018, is non-material. has changed the Group’s accounting for impairment losses for
financial assets. IAS 39’s incurred loss approach has been
This new standard did not lead to any substantial change in the
replaced by a forward-looking expected credit loss (ECL)
accounting principles applied by the Group.
approach. For trade receivables, the Group assessed the expected
Main issues analysed by the Group in order to evaluate the impacts losses based on loss rates historically recorded. This analyze
of the standard are related to take or pay, incoterms, excise duties, had no significant impact for the Group on January 1, 2018;
principal vs agent considerations and variable price adjustment clause.
— the application of the “Hedging transactions” component led the
Group to retrospectively recognize in a separate component of
First time application of IFRS 9 “Financial Instruments”
the comprehensive income the variation of foreign currency basis
The Group applied IFRS 9 as of January 1, 2018 without restating spread identified in the hedging relationships qualifying as a fair
comparative information from past periods. The cumulative effect of value hedge.
the first application of the standard, recognized in equity as at
The application of the provisions of IFRS 9 “Financial Instruments”
January 1, 2018, is non-material.
has no significant effect on the Group’s balance sheet, income
statement and consolidated equity as of December 31, 2018.

Major judgments and accounting estimates

The preparation of financial statements in accordance with IFRS Proved oil and gas reserves are those quantities of oil and gas, which,
for the closing as of December 31, 2018 requires the Executive by analysis of geosciences and engineering data, can be determined
Management to make estimates, assumptions and judgments that with reasonable certainty to be recoverable (from a given date forward,
affect the information reported in the Consolidated Financial Statements from known reservoirs, and under existing economic conditions,
and the notes thereto. operating methods, and government regulations), prior to the time at
which contracts providing the rights to operate expire, unless evidence
These estimates, assumptions and judgments are based on historical
indicates that renewal is reasonably certain, regardless of whether
experience and other factors believed to be reasonable at the date
deterministic or probabilistic methods are used for the estimation.
of preparation of the financial statements. They are reviewed on an
on-going basis by management and therefore could be revised as Proved oil and gas reserves are calculated using a 12-month average
circumstances change or as a result of new information. price determined as the unweighted arithmetic average of the
first-day-of-the-month price for each month of the relevant year
Different estimates, assumptions and judgments could significantly
unless prices are defined by contractual arrangements, excluding
affect the information reported, and actual results may differ from
escalations based upon future conditions. The Group reassesses its
the amounts included in the Consolidated Financial Statements and
oil and gas reserves at least once a year on all its properties.
the notes thereto.
The Successful Efforts method and the mineral interests and property
The following summary provides further information about the key
and equipment of exploration and production are presented in Note 7
estimates, assumptions and judgments that are involved in preparing,
“Intangible and tangible assets”.
the Consolidated Financial Statements and the notes thereto. It should
be read in conjunction with the sections of the notes mentioned in
Impairment of assets
the summary.
As part of the determination of the recoverable value of assets for
Estimation of hydrocarbon reserves impairment (IAS36), the estimates, assumptions and judgments mainly
concern hydrocarbon prices scenarios, operating costs, production
The estimation of oil and gas reserves is a key factor in the Successful
volumes and oil and gas proved reserves, refining margins and
Efforts method used by the Group to account for its oil and gas
product marketing conditions (mainly petroleum, petrochemical and
activities.
chemical products as well as solar industry products). The estimates
The Group’s oil and gas reserves are estimated by the Group’s and assumptions used by the Executive Management are determined
petroleum engineers in accordance with industry standards and SEC in specialized internal departments in light of economic conditions
(U.S. Securities and Exchange Commission) regulations. and external expert analysis. The discount rate is reviewed annually.
Asset impairment and the method applied are described in Note 3
“Business segment information”.

260 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 1
8
Employee benefits The discount rate is reviewed annually.
The benefit obligations and plan assets can be subject to significant Asset retirement obligations and the method used are described in
volatility due in part to changes in market values and actuarial Note 12 “Provisions and other non-current liabilities”.
assumptions. These assumptions vary between different pension plans
and thus take into account local conditions. They are determined Income Taxes
following a formal process involving expertise and Group internal
A tax liability is recognized when a future payment, in application of
judgments, in financial and actuarial terms, and also in consultation
a tax regulation, is considered probable and can be reasonably
with actuaries and independent experts.
estimated. The exercise of judgment is required to assess the impact
The assumptions for each plan are reviewed annually and adjusted if of new events on the amount of the liability.
necessary to reflect changes from the experience and actuarial
Deferred tax assets are recognized in the accounts to the extent that
advice. The discount rate is reviewed quarterly.
their recovery is considered probable. The amount of these assets is
Payroll, staff and employee benefits obligations and the method determined based on taxable profits existing at the closing date and
applied are described in Note 10 “Payroll, staff and employee benefits future taxable profits which estimation is inherently uncertain and
obligations”. subject to change over time. The exercise of judgment is required to
assess the impact of new events on the value of these assets and
Asset retirement obligations including changes in estimates of future taxable profits and the
deadlines for their use.
Asset retirement obligations, which result from a legal or constructive
obligation, are recognized based on a reasonable estimate in the In addition, these tax positions may depend on interpretations of tax
period in which the obligation arises. laws and regulations in the countries where the Group operates.
These interpretations may have uncertain nature. Depending on the
This estimate is based on information available in terms of costs
circumstances, they are final only after negotiations or resolution of
and work program. It is regularly reviewed to take into account the
disputes with authorities that can last several years.
changes in laws and regulations, the estimates of reserves and
production, the analysis of site conditions and technologies. Incomes taxes and the accounting methods are described in Note 11
“Income taxes”.

Judgments in case of transactions not addressed by any accounting standard


or interpretation

Furthermore, when the accounting treatment of a specific transaction policies that provide information consistent with the general IFRS
is not addressed by any accounting standard or interpretation, the concepts: faithful representation, relevance and materiality.
management applies its judgment to define and apply accounting

NOTE 1 General accounting policies

1.1 Accounting policies The value of the purchase price is finalized up to a maximum of one
year from the acquisition date.
A) Principles of consolidation
The acquirer shall recognize goodwill at the acquisition date, being
Entities that are directly controlled by the parent company or indirectly the excess of:
controlled by other consolidated entities are fully consolidated.
— the consideration transferred, the amount of non-controlling
Investments in joint ventures are consolidated under the equity interests and, in business combinations achieved in stages, the
method. The Group accounts for joint operations by recognizing its fair value at the acquisition date of the investment previously
share of assets, liabilities, income and expenses. held in the acquired company;
Investments in associates, in which the Group has significant influence, — over the fair value at the acquisition date of acquired identifiable
are accounted for by the equity method. Significant influence is assets and assumed liabilities.
presumed when the Group holds, directly or indirectly (e.g., through
subsidiaries), 20% or more of the voting rights. Companies in which
If the consideration transferred is lower than the fair value of acquired 8
identifiable assets and assumed liabilities, an additional analysis
ownership interest is less than 20%, but over which the Company is
is performed on the identification and valuation of the identifiable
deemed to exercise significant influence, are also accounted for by
elements of the assets and liabilities. After having completed such
the equity method.
additional analysis, any badwill is recorded as income.
All internal balances, transactions and income are eliminated.
Non-controlling interests are measured either at their proportionate
share in the net assets of the acquired company or at fair value.
B) Business combinations
In transactions with non-controlling interests, the difference between
Business combinations are accounted for using the acquisition
the price paid (received) and the book value of non-controlling
method. This method requires the recognition of the acquired
interests acquired (sold) is recognized directly in equity.
identifiable assets and assumed liabilities of the companies acquired
by the Group at their fair value.

Registration Document 2018 TOTAL 261


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 1

C) Foreign currency translation 1.2 Significant accounting policies applicable


in the future
The presentation currency of the Group’s Consolidated Financial
Statements is the US dollar. However the functional currency of
The standards or interpretations published respectively by the
the parent company is the euro. The resulting currency translation
International Accounting Standards Board (IASB) and the International
adjustments are presented on the line “currency translation adjustment
Financial Reporting Standards Interpretations Committee (IFRS IC)
generated by the parent company” of the consolidated statement
which were not yet in effect at December 31, 2018, are as follows:
of comprehensive income, within “items not potentially reclassifiable
to profit and loss”. In the balance sheet, they are recorded in
Standards adopted by the European Union at December 31, 2018
“currency translation adjustment”.
— IFRS 16 “Leases” applicable as of January 1, 2019. As regards
The financial statements of subsidiaries are prepared in the currency
the first application of this standard, the Group intends to:
that most clearly reflects their business environment. This is referred
to as their functional currency. – apply the simplified retrospective transition method, by
accounting for the cumulative effect of the initial application of
Since 1 July 2018, Argentina is considered to be hyperinflationary.
st
the standard at the date of first application, without restating
IAS 29 “Financial Reporting in Hyperinflationary Economies” is
the comparative periods;
applicable to entities whose functional currency is the Argentine peso.
– use the following simplification measures provided by the
The functional currency of the Argentine Exploration & Production
standard in the transitional provisions:
subsidiary is the US dollar, therefore IAS 29 has no incidence on
- not apply the standard to contracts that the Group had not
the Group accounts. Net asset of the other business segments is
previously identified as containing a lease under IAS 17 and
not significant.
IFRIC 4,
(i) Monetary transactions - not take into account leases whose term ends within 12 months
Transactions denominated in currencies other than the functional of the date of first application;
currency of the entity are translated at the exchange rate on the – recognize each lease component of the lease as a separate
transaction date. At each balance sheet date, monetary assets and lease, apart from non-lease components (services) of the lease.
liabilities are translated at the closing rate and the resulting exchange
The expected impact of the application of this standard
differences are recognized in the statement of income.
on January 1, 2019 on the Group’s debt is between $5 and
(ii) Translation of financial statements $6 billion.
Assets and liabilities of entities denominated in currencies other than
— IFRIC 23 interpretation “uncertainty over income tax treatments”
dollar are translated into dollar on the basis of the exchange rates
applicable as of January 1, 2019 which refers to any situation of
at the end of the period. The income and cash flow statements are
uncertainty regarding the acceptability of a tax treatment on
translated using the average exchange rates for the period. Foreign
income tax. An analysis of these situations is underway within
exchange differences resulting from such translations are either
the Group to assess the impacts of applying this interpretation.
recorded in shareholders’ equity under “Currency translation
The expected impacts are not significant.
adjustments” (for the Group share) or under “Non-controlling interests”
(for the share of non-controlling interests) as deemed appropriate.

262 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 2
8
NOTE 2 Changes in the Group structure

2.1 Main acquisitions and divestments 2.2 Major business combinations

In 2018, the main changes in the Group structure were as follows:


ACCOUNTING POLICIES
Exploration & Production
In accordance with IFRS 3 “Business combinations”, TOTAL is
— On January 15, 2018, as part of the Strategic Alliance signed assessing the fair value of identifiable acquired assets, liabilities
in March 2017, TOTAL announced the conclusion of transfer and contingent liabilities on the basis of available information.
agreements from Petrobras to TOTAL: This assessment will be finalised within 12 months following
– 35% of the rights, as well as the role of operator in the Lapa the acquisition date.
field,
– 22.5% of the rights of the Iara area.
Exploration & Production
The details of the acquisition are presented in Note 2.2 to the
Consolidated Financial Statements. Transfer of rights in the Lapa and Iara concessions in Brazil
— On March 1, 2018, TOTAL finalized the acquisition of Marathon In January 2018 Petrobras transferred to TOTAL 35% of the rights of
Oil Libya Limited which holds a 16.33% stake in the Waha the Lapa field which was put in production in December 2016, with
Concessions in Libya. a 100,000 barrel per day capacity Floating Production, Storage and
Offloading vessel (FPSO).
The details of the acquisition are presented in Note 2.2 to the
Consolidated Financial Statements. Petrobras also transferred to TOTAL 22.5% of the rights of the Iara
area in which production tests were performed in 2018.
— On March 8, 2018, TOTAL announced the closing of the Maersk
Oil acquisition signed on August 21, 2017. The integration of The acquisition cost amounts to $1,950 million.
Maersk Oil, which holds a portfolio of high quality assets, largely
In the balance sheet as of December 31, 2018, the fair value of
complementary to those held by TOTAL, and mainly located in
identifiable acquired assets, liabilities and contingent liabilities amounts
OECD countries, allows the Group to become the second largest
to $1,950 million.
operator in the North Sea.
The purchase price allocation is shown below:
The details of the acquisition are presented in Note 2.2 to the
Consolidated Financial Statements. (M$) At the acquisition date

— On March 15, 2018, TOTAL finalized the sale to Statoil of all of Intangible assets 1,054
its interests in the Martin Linge field (51%) and the discovery
Tangible assets 1,509
of Garantiana (40%) on the Norwegian Continental Shelf.
Other assets and liabilities (126)
— On March 18, 2018, TOTAL was granted participating interests
in two Offshore Concessions on Umm Shaif & Nasr (20%) and Net debt (487)
Lower Zakum (5%) in Abu Dhabi.
Fair value of consideration transferred 1,950
— On April 11, 2018, TOTAL acquired several assets located in
the Gulf of Mexico as part of the Cobalt International Energy
Marathon Oil Libya Limited
Company’s bankruptcy auction sale.
On March 1, 2018, TOTAL finalized the acquisition of Marathon Oil
Marketing & Services Libya Limited which holds a 16.33% stake in the Waha Concessions
in Libya. The acquisition cost amounts to $451 million.
— In January, 2018, the sale of the joint venture TotalErg (Erg 51%,
TOTAL 49%) to the Italian company API was finalized. In the balance sheet as of December 31, 2018, the fair value of
identifiable acquired assets, liabilities and contingent liabilities
— On November 22, 2018, TOTAL has entered into an agreement
amounts to $451 million.
with Brazilian company Grupo Zema to acquire its fuel distribution
company Zema Petróleo, its reseller and retailer arm Zema Diesel The purchase price allocation is shown below:
as well as its importation company Zema Importacao.
(M$) At the acquisition date

Gas, Renewables & Power Intangible assets 485


— On July 6, 2018, TOTAL acquired 73.04% of the share capital of Tangible assets 11
Direct Énergie. Subsequent to a public tender offer launched in
Other assets and liabilities (69)
8
July 2018, TOTAL owns 100% of Direct Énergie shares.
Net debt 24
The details of the acquisition are presented in Note 2.2 to the
Consolidated Financial Statements. Fair value of consideration transferred 451
— On July 13, 2018, TOTAL acquired Engie’s portfolio of upstream
liquefied natural gas (LNG) assets. Maersk Oil
The details of the acquisition are presented in Note 2.2 to the On March 8, 2018, TOTAL finalized the acquisition of Maersk Oil,
Consolidated Financial Statements. following the signature of the “Share Transfer Agreement” on
August 21, 2017.
— On September 26, 2018, TOTAL finalized the acquisition of two
gas-fired combined cycle power plants (CCGT) in the North and The Group acquired all the voting rights of Maersk Olie og Gas A/S
East of France to KKR-Energas. (Maersk Oil), a wholly owned subsidiary of A.P. Møller – Mærsk A/S
(Maersk), for a purchase consideration of $5,741 million. This includes
the fair value ($5,585 million) of 97,522,593 shares issued in
exchange for all Maersk Oil shares, calculated using the market price
of the Company’s shares of 46.11 euros on the Euronext Paris Stock
Exchange at its opening of business on March 8, 2018, and the
amount of price adjustments ($156 million) paid on closing.

Registration Document 2018 TOTAL 263


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 2

In the balance sheet as of December 31, 2018, the fair value of Engie’s Upstream LNG Business
identifiable acquired assets, liabilities and contingent liabilities amounts
On July 13, 2018, the Group acquired 100% shares of Global LNG,
to $3,099 million.
a company which holds Engie’s portfolio of upstream liquefied natural
The Group recognized a $2,642 million goodwill. It reflects the value gas (LNG) assets for a purchase price of $1,269 million, plus an
of expected synergies. This goodwill was allocated to the additional purchase price of $550 million estimated at the acquisition
Exploration & Production segment. date. TOTAL recorded a preliminary goodwill for an amount of
$2,791 million. It reflects the value created for TOTAL of the size
The purchase price allocation is shown below:
change and acquired flexibility in the GNL growing market. Being
(M$) At the acquisition date provisional this goodwill has not yet been allocated to a Cash-
Generated Unit (CGU).
Goodwill 2,642
The purchase price allocation is shown below:
Intangible assets 4,166
(M$) At the acquisition date
Tangible assets 3,983
Goodwill 2,791
Other assets and liabilities (3,126)
Intangible assets 7
Including provision for site restitution (2,003)
Tangible assets 163
Including deferred tax (657)
Other assets and liabilities (1,007)
Net debt (1,924)
Net debt (135)
Fair value of consideration transferred 5,741
Fair value of consideration transferred 1,819
Gas, Renewables & Power
Direct Énergie 2.3 Divestment projects
On July 6, 2018, TOTAL acquired a 73.04% majority stake of the
share capital of Direct Énergie.
ACCOUNTING POLICIES
Upon completion of the public tender offer launched in July 2018,
Pursuant to IFRS 5 “Non-current assets held for sale and
the Group holds 100% of its share capital. The acquisition cost of
discontinued operations”, assets and liabilities of affiliates that
this interest totals €1,956 million ($2,297 million).
are held for sale are presented separately on the face of the
The acquisition was carried out in two steps: balance sheet. Depreciation of assets ceases from the date of
classification in “Non-current assets held for sale”.
— in the first step TOTAL obtained control over Direct Énergie by
the acquisition of 73.04% of its shares for an amount of
€1,399 million ($1,640 million) and recorded a preliminary partial
Exploration & Production
goodwill for an amount of €1,093 million ($1,282 million). This
goodwill reflects the value created for TOTAL by the size increase — On December 13, 2018, TOTAL announced the signing of an
in the gas and power value chain and its associated synergies. agreement to divest a 4% interest in the Ichthys liquefied natural
Being provisional this goodwill has not yet been allocated to a gas (LNG) project in Australia to operating partner INPEX for an
Cash-Generated Unit (CGU); overall consideration of $1.6 billion. The transaction, which is
subject to Australian regulatory approvals, will reduce Total’s
— in the second step TOTAL completed a transaction with the
interest in the asset to 26%. At December 31, 2018, the assets
minority shareholders for an amount of €557 million.
and liabilities have been respectively classified in the consolidated
The purchase price allocation is shown below: balance sheet in “assets classified as held for sale” for an amount
of $1,077 million and “liabilities directly associated with the assets
(M$) At the acquisition date
classified as held for sale” for an amount of $41 million. The assets
Goodwill 1,282 concerned mainly include tangible assets.
Intangible assets 287
Tangible assets 1,259
Other assets and liabilities (14)
Net debt (1,042)
Net assets attributable to non-controlling interests (132)
Fair value of consideration transferred 1,640

264 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3
8
NOTE 3 Business segment information

Description of the business segments (iii) Adjusted income


Operating income, net operating income, or net income excluding
Financial information by business segment is reported in accordance
the effect of adjustment items described below.
with the internal reporting system and shows internal segment
information that is used to manage and measure the performance (iv) Capital employed
of TOTAL and which is reviewed by the main operational decision- Non-current assets and working capital, at replacement cost, net of
making body of the Group, namely the Executive Committee. deferred income taxes and non-current liabilities.
The operational profit and assets are broken down by business (v) ROACE (Return On Average Capital Employed)
segment prior to the consolidation and inter-segment adjustments. Ratio of adjusted net operating income to average capital employed
between the beginning and the end of the period.
Sales prices between business segments approximate market prices.
Performance indicators excluding the adjustment items, such as
The organization of the Group’s activities is structured around the
adjusted incomes and ROACE are meant to facilitate the analysis of
four followings segments:
the financial performance and the comparison of income between
— an Exploration & Production segment; periods.
— a Gas, Renewables & Power segment including downstream
Adjustment items
Gas activities, New Energies activities (excluding biotechnologies)
and Energy Efficiency division; Adjustment items include:
— a Refining & Chemicals segment constituting a major industrial (i) Special items
hub comprising the activities of refining, petrochemicals and Due to their unusual nature or particular significance, certain
specialty chemicals. This segment also includes the activities transactions qualified as “special items” are excluded from the
of oil Supply, Trading and marine Shipping; business segment figures. In general, special items relate to
transactions that are significant, infrequent or unusual. However, in
— a Marketing & Services segment including the global activities
certain instances, transactions such as restructuring costs or assets
of supply and marketing in the field of petroleum products.
disposals, which are not considered to be representative of the
In addition the Corporate segment includes holdings operating and normal course of business, may be qualified as special items although
financial activities. they may have occurred within prior years or are likely to occur again
within the coming years.
Certain figures for the year 2016 have been restated in order to reflect
the new organization with four business segments implemented (ii) The inventory valuation effect
in 2017. The adjusted results of the Refining & Chemicals and Marketing &
Services segments are presented according to the replacement cost
Definition of the indicators method. This method is used to assess the segments’ performance
and facilitate the comparability of the segments’ performance with
(i) Operating income (measure used
those of its main competitors.
to evaluate operating performance)
Revenue from sales after deducting cost of goods sold and inventory In the replacement cost method, which approximates the LIFO
variations, other operating expenses, exploration expenses and (Last-In, First-Out) method, the variation of inventory values in the
depreciation, depletion, and impairment of tangible assets and statement of income is, depending on the nature of the inventory,
mineral interests. determined using either the month-end prices differential between
one period and another or the average prices of the period rather
Operating income excludes the amortization of intangible assets other
than the historical value. The inventory valuation effect is the difference
than mineral interests, currency translation adjustments and gains
between the results according to the FIFO (First-In, First-Out) and
or losses on the disposal of assets.
the replacement cost methods.
(ii) Net operating income (measure used
(iii) Effect of changes in fair value
to evaluate the return on capital employed)
The effect of changes in fair value presented as adjustment items
Operating income after taking into account the amortization of
reflects for some transactions differences between internal measure
intangible assets other than mineral interests, currency translation
of performance used by TOTAL’s management and the accounting
adjustments, gains or losses on the disposal of assets, as well as all
for these transactions under IFRS.
other income and expenses related to capital employed (dividends
from non-consolidated companies, equity in income of affiliates, IFRS requires that trading inventories be recorded at their fair value
capitalized interest expenses…), and after income taxes applicable using period end spot prices. In order to best reflect the management
to the above. of economic exposure through derivative transactions, internal
indicators used to measure performance include valuations of trading
8
The only income and expense not included in net operating income
inventories based on forward prices.
but included in net income Group share are interest expenses related
to net financial debt, after applicable income taxes (net cost of net Furthermore, TOTAL, in its trading activities, enters into storage
debt) and non-controlling interests. contracts, which future effects are recorded at fair value in the Group’s
internal economic performance. IFRS precludes recognition of this
fair value effect.

Registration Document 2018 TOTAL 265


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3

A) Information by business segment


For the year ended Gas,
December 31, 2018 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales 10,989 16,136 92,025 90,206 7 - 209,363


Intersegment sales 31,173 1,889 35,462 979 64 (69,567) -
Excise taxes - - (3,359) (21,898) - - (25,257)
REVENUES FROM SALES 42,162 18,025 124,128 69,287 71 (69,567) 184,106
Operating expenses (18,304) (17,434) (120,393) (66,737) (796) 69,567 (154,097)
Depreciation, depletion and impairment
of tangible assets and mineral interests (11,288) (731) (1,222) (709) (42) - (13,992)
OPERATING INCOME 12,570 (140) 2,513 1,841 (767) - 16,017
Net income (loss) from equity affiliates
and other items 2,686 318 782 307 77 - 4,170
Tax on net operating income (6,068) (173) (445) (532) 375 - (6,843)
NET OPERATING INCOME 9,188 5 2,850 1,616 (315) - 13,344
Net cost of net debt (1,794)
Non-controlling interests (104)
NET INCOME – GROUP SHARE 11,446

For the year ended Gas,


December 31, 2018 (adjustments) (a) Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales - 56 - - - - 56
Intersegment sales - - - - - - -
Excise taxes - - - - - - -
REVENUES FROM SALES - 56 - - - - 56
Operating expenses (199) (237) (616) (45) (9) - (1,106)
Depreciation, depletion and impairment
of tangible assets and mineral interests (1,256) (516) (2) - - - (1,774)
OPERATING INCOME (b) (1,455) (697) (618) (45) (9) - (2,824)
Net income (loss) from equity affiliates
and other items (335) (40) (116) (5) - - (496)
Tax on net operating income 768 (14) 205 14 - - 973
NET OPERATING INCOME (b) (1,022) (751) (529) (36) (9) - (2,347)
Net cost of net debt (67)
Non-controlling interests 301
NET INCOME – GROUP SHARE (2,113)

(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 - - (589) (6) -
On net operating income - - (413) (5) -

266 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3
8
For the year ended Gas,
December 31, 2018 (adjusted) Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales 10,989 16,080 92,025 90,206 7 - 209,307


Intersegment sales 31,173 1,889 35,462 979 64 (69,567) -
Excise taxes - - (3,359) (21,898) - - (25,257)
REVENUES FROM SALES 42,162 17,969 124,128 69,287 71 (69,567) 184,050
Operating expenses (18,105) (17,197) (119,777) (66,692) (787) 69,567 (152,991)
Depreciation, depletion and impairment
of tangible assets and mineral interests (10,032) (215) (1,220) (709) (42) - (12,218)
ADJUSTED OPERATING INCOME 14,025 557 3,131 1,886 (758) - 18,841
Net income (loss) from equity affiliates
and other items 3,021 358 898 312 77 - 4,666
Tax on net operating income (6,836) (159) (650) (546) 375 - (7,816)
ADJUSTED NET OPERATING INCOME 10,210 756 3,379 1,652 (306) - 15,691
Net cost of net debt (1,727)
Non-controlling interests (405)
ADJUSTED NET INCOME – GROUP SHARE 13,559

For the year ended Gas,


December 31, 2018 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Total expenditures 15,282 3,539 1,781 1,458 125 - 22,185


Total divestments 4,952 931 919 428 9 - 7,239
Cash flow from operating activities (*) 19,803 (670) 4,308 2,759 (1,497) - 24,703

Balance sheet as
of December 31, 2018
Property, plant and equipment,
intangible assets, net 116,518 8,502 10,493 6,343 390 - 142,246
Investments & loans in equity affiliates 17,201 1,902 3,910 431 - - 23,444
Other non-current assets 6,258 1,636 663 1,155 881 - 10,593
Working capital 1,652 679 32 194 (4,064) - (1,507)
Provisions and other non-current liabilities (27,780) (3,550) (3,615) (1,465) 125 - (36,285)
Assets and liabilities classified as held for sale 1,036 92 151 - - - 1,279
CAPITAL EMPLOYED (BALANCE SHEET) 114,885 9,261 11,634 6,658 (2,668) - 139,770
Less inventory valuation effect - - (1,035) (216) - - (1,251)
CAPITAL EMPLOYED
(BUSINESS SEGMENT INFORMATION) 114,885 9,261 10,599 6,442 (2,668) - 138,519
ROACE as a percentage 9% 11% 31% 25% 12%

(*) As of January 1st, 2018, for a better reflection of the operating performance of the segments, financial expenses were all transferred to the Corporate segment. 2017 and 2016 comparative
information has been restated. 8

Registration Document 2018 TOTAL 267


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3

For the year ended Gas,


December 31, 2017 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales 8,477 12,854 75,505 74,634 23 - 171,493


Intersegment sales 22,837 1,180 26,844 857 374 (52,092) -
Excise taxes - - (3,008) (19,386) - - (22,394)
REVENUES FROM SALES 31,314 14,034 99,341 56,105 397 (52,092) 149,099
Operating expenses (14,672) (13,828) (94,097) (53,629) (1,107) 52,092 (125,241)
Depreciation, depletion and impairment
of tangible assets and mineral interests (13,850) (482) (1,074) (657) (40) - (16,103)
OPERATING INCOME 2,792 (276) 4,170 1,819 (750) - 7,755
Net income (loss) from equity affiliates
and other items 1,546 31 2,979 497 54 - 5,107
Tax on net operating income (2,233) (140) (944) (561) 540 - (3,338)
NET OPERATING INCOME 2,105 (385) 6,205 1,755 (156) - 9,524
Net cost of net debt (1,225)
Non-controlling interests 332
NET INCOME – GROUP SHARE 8,631

For the year ended Gas,


December 31, 2017 (adjustments) (a) Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales - (20) - - - - (20)


Intersegment sales - - - - - - -
Excise taxes - - - - - - -
REVENUES FROM SALES - (20) - - - - (20)
Operating expenses (119) (389) 167 (11) (64) - (416)
Depreciation, depletion and impairment
of tangible assets and mineral interests (4,308) (291) (53) (10) - - (4,662)
OPERATING INCOME (b) (4,427) (700) 114 (21) (64) - (5,098)
Net income (loss) from equity affiliates
and other items (328) (116) 2,177 102 - - 1,835
Tax on net operating income 875 (54) 124 (2) (114) - 829
NET OPERATING INCOME (b) (3,880) (870) 2,415 79 (178) - (2,434)
Net cost of net debt (29)
Non-controlling interests 516
NET INCOME – GROUP SHARE (1,947)

(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 - - 344 13 -
On net operating income - - 298 (3) -

268 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3
8
For the year ended Gas,
December 31, 2017 (adjusted) Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales 8,477 12,874 75,505 74,634 23 - 171,513


Intersegment sales 22,837 1,180 26,844 857 374 (52,092) -
Excise taxes - - (3,008) (19,386) - - (22,394)
REVENUES FROM SALES 31,314 14,054 99,341 56,105 397 (52,092) 149,119
Operating expenses (14,553) (13,439) (94,264) (53,618) (1,043) 52,092 (124,825)
Depreciation, depletion and impairment
of tangible assets and mineral interests (9,542) (191) (1,021) (647) (40) - (11,441)
ADJUSTED OPERATING INCOME 7,219 424 4,056 1,840 (686) - 12,853
Net income (loss) from equity affiliates
and other items 1,874 147 802 395 54 - 3,272
Tax on net operating income (3,108) (86) (1,068) (559) 654 - (4,167)
ADJUSTED NET OPERATING INCOME 5,985 485 3,790 1,676 22 - 11,958
Net cost of net debt (1,196)
Non-controlling interests (184)
AJUSTED NET INCOME – GROUP SHARE 10,578

For the year ended Gas,


December 31, 2017 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Total expenditures 12,802 797 1,734 1,457 106 - 16,896


Total divestments 1,918 73 2,820 413 40 - 5,264
Cash flow from operating activities (*) 12,821 1,055 7,411 2,221 (1,189) - 22,319

Balance sheet as
of December 31, 2017
Property, plant and equipment,
intangible assets, net 103,639 2,873 10,820 6,253 399 - 123,984
Investments & loans in equity affiliates 16,820 835 4,010 438 - - 22,103
Other non-current assets 6,975 1,709 677 1,060 496 - 10,917
Working capital 3,224 123 876 792 (3,650) - 1,365
Provisions and other non-current liabilities (24,212) (848) (3,839) (1,544) (106) - (30,549)
Assets and liabilities classified as held for sale 1,475 - - 166 - - 1,641
CAPITAL EMPLOYED (BALANCE SHEET) 107,921 4,692 12,544 7,165 (2,861) - 129,461
Less inventory valuation effect - - (1,499) (236) 1 - (1,734)
CAPITAL EMPLOYED
(BUSINESS SEGMENT INFORMATION) 107,921 4,692 11,045 6,929 (2,860) - 127,727
ROACE as a percentage 6% 10% 33% 26% 9%

(*) As of January 1st, 2018, for a better reflection of the operating performance of the segments, financial expenses were all transferred to the Corporate segment. 2017 and 2016 comparative
information has been restated. 8

Registration Document 2018 TOTAL 269


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3

For the year ended Gas,


December 31, 2016 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales 7,629 10,124 65,632 66,351 7 - 149,743


Intersegment sales 17,759 1,009 21,467 744 307 (41,286) -
Excise taxes - - (3,544) (18,274) - - (21,818)
REVENUES FROM SALES 25,388 11,133 83,555 48,821 314 (41,286) 127,925
Operating expenses (14,236) (10,993) (77,562) (46,432) (1,006) 41,286 (108,943)
Depreciation, depletion and impairment
of tangible assets and mineral interests (11,583) (301) (1,002) (600) (37) - (13,523)
OPERATING INCOME (431) (161) 4,991 1,789 (729) - 5,459
Net income (loss) from equity affiliates
and other items 1,375 71 779 170 426 - 2,821
Tax on net operating income 401 (4) (1,244) (541) 164 - (1,224)
NET OPERATING INCOME 1,345 (94) 4,526 1,418 (139) - 7,056
Net cost of net debt (850)
Non-controlling interests (10)
NET INCOME – GROUP SHARE 6,196

For the year ended Gas,


December 31, 2016 (adjustments) (a) Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales - (231) - - - - (231)


Intersegment sales - - - - - - -
Excise taxes - - - - - - -
REVENUES FROM SALES - (231) - - - - (231)
Operating expenses (691) (79) 625 (136) - - (281)
Depreciation, depletion and impairment
of tangible assets and mineral interests (2,089) (139) - (1) - - (2,229)
OPERATING INCOME (b) (2,780) (449) 625 (137) - - (2,741)
Net income (loss) from equity affiliates
and other items (200) (135) (93) (40) (4) - (472)
Tax on net operating income 1,108 51 (201) 36 1 - 995
NET OPERATING INCOME (b) (1,872) (533) 331 (141) (3) - (2,218)
Net cost of net debt (23)
Non-controlling interests 150
NET INCOME – GROUP SHARE (2,091)

(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 - - 695 (43) -
On net operating income - - 500 (13) -

270 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3
8
For the year ended Gas,
December 31, 2016 (adjusted) Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Non-Group sales 7,629 10,355 65,632 66,351 7 - 149,974


Intersegment sales 17,759 1,009 21,467 744 307 (41,286) -
Excise taxes - - (3,544) (18,274) - - (21,818)
REVENUES FROM SALES 25,388 11,364 83,555 48,821 314 (41,286) 128,156
Operating expenses (13,545) (10,914) (78,187) (46,296) (1,006) 41,286 (108,662)
Depreciation, depletion and impairment
of tangible assets and mineral interests (9,494) (162) (1,002) (599) (37) - (11,294)
ADJUSTED OPERATING INCOME 2,349 288 4,366 1,926 (729) - 8,200
Net income (loss) from equity affiliates
and Other items 1,575 206 872 210 430 - 3,293
Tax on net operating income (707) (55) (1,043) (577) 163 - (2,219)
ADJUSTED NET OPERATING INCOME 3,217 439 4,195 1,559 (136) - 9,274
Net cost of net debt (827)
Non-controlling interests (160)
ADJUSTED NET INCOME – GROUP SHARE 8,287

For the year ended Gas,


December 31, 2016 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Intercompany Total

Total expenditures 16,085 1,221 1,861 1,245 118 - 20,530


Total divestments 2,187 166 88 424 12 - 2,877
Cash flow from operating activities (*) 9,866 589 4,584 1,833 (351) - 16,521

Balance sheet as
of December 31, 2016
Property, plant and equipment,
intangible assets, net 109,617 2,834 9,293 5,225 364 - 127,333
Investments & loans in equity affiliates 15,853 883 3,303 537 - - 20,576
Other non-current assets 6,835 1,222 568 962 57 - 9,644
Working capital 1,451 869 2,641 701 (3,314) - 2,348
Provisions and other non-current liabilities (26,139) (832) (3,569) (1,330) 218 - (31,652)
Assets and liabilities classified as held for sale - - 446 - - - 446
CAPITAL EMPLOYED (BALANCE SHEET) 107,617 4,976 12,682 6,095 (2,675) - 128,695
Less inventory valuation effect - - (1,064) (211) 3 - (1,272)
CAPITAL EMPLOYED
(BUSINESS SEGMENT INFORMATION) 107,617 4,976 11,618 5,884 (2,672) - 127,423
ROACE as a percentage 3% 9% 38% 27% 7%

(*) As of January 1st, 2018, for a better reflection of the operating performance of the segments, financial expenses were all transferred to the Corporate segment. 2017 and 2016 comparative
information has been restated. 8

Registration Document 2018 TOTAL 271


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3

B) Reconciliation of the information by business segment with Consolidated Financial Statements


The table below presents the impact of adjustment items on the consolidated statement of income:
Consolidated
For the year ended December 31, 2018 statement of
(a)
(M$) Adjusted Adjustments income

Sales 209,307 56 209,363


Excise taxes (25,257) - (25,257)
Revenues from sales 184,050 56 184,106
Purchases, net of inventory variation (125,134) (682) (125,816)
Other operating expenses (27,060) (424) (27,484)
Exploration costs (797) - (797)
Depreciation, depletion and impairment of tangible assets and mineral interests (12,218) (1,774) (13,992)
Other income 1,518 320 1,838
Other expense (448) (825) (1,273)
Financial interest on debt (1,866) (67) (1,933)
Financial income and expense from cash & cash equivalents (188) - (188)
Cost of net debt (2,054) (67) (2,121)
Other financial income 1,120 - 1,120
Other financial expense (685) - (685)
Net income (loss) from equity affiliates 3,161 9 3,170
Income taxes (7,489) 973 (6,516)
CONSOLIDATED NET INCOME 13,964 (2,414) 11,550
Group share 13,559 (2,113) 11,446
Non-controlling interests 405 (301) 104

(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

Consolidated
For the year ended December 31, 2017 statement of
(M$) Adjusted Adjustments (a) income

Sales 171,513 (20) 171,493


Excise taxes (22,394) - (22,394)
Revenues from sales 149,119 (20) 149,099
Purchases, net of inventory variation (99,534) 123 (99,411)
Other operating expenses (24,427) (539) (24,966)
Exploration costs (864) - (864)
Depreciation, depletion and impairment of tangible assets and mineral interests (11,441) (4,662) (16,103)
Other income 772 3,039 3,811
Other expense (389) (645) (1,034)
Financial interest on debt (1,367) (29) (1,396)
Financial income and expense from cash & cash equivalents (138) - (138)
Cost of net debt (1,505) (29) (1,534)
Other financial income 957 - 957
Other financial expense (642) - (642)
Net income (loss) from equity affiliates 2,574 (559) 2,015
Income taxes (3,858) 829 (3,029)
CONSOLIDATED NET INCOME 10,762 (2,463) 8,299
Group share 10,578 (1,947) 8,631
Non-controlling interests 184 (516) (332)

(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

272 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3
8
Consolidated
For the year ended December 31, 2016 statement of
(a)
(M$) Adjusted Adjustments income

Sales 149,974 (231) 149,743


Excise taxes (21,818) - (21,818)
Revenues from sales 128,156 (231) 127,925
Purchases, net of inventory variation (83,916) 539 (83,377)
Other operating expenses (23,832) (470) (24,302)
Exploration costs (914) (350) (1,264)
Depreciation, depletion and impairment of tangible assets and mineral interests (11,294) (2,229) (13,523)
Other income 964 335 1,299
Other expense (537) (490) (1,027)
Financial interest on debt (1,085) (23) (1,108)
Financial income and expense from cash & cash equivalents 4 - 4
Cost of net debt (1,081) (23) (1,104)
Other financial income 971 - 971
Other financial expense (636) - (636)
Net income (loss) from equity affiliates 2,531 (317) 2,214
Income taxes (1,965) 995 (970)
CONSOLIDATED NET INCOME 8,447 (2,241) 6,206
Group share 8,287 (2,091) 6,196
Non-controlling interests 160 (150) 10

(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.

C) Additional information on adjustment items

The main adjustment items for 2018 consist of the “Asset impairment Impairment testing methodology and asset impairment charges
charges” of the non-current assets amounting to $(1,774) million in recorded during the year are detailed in the paragraph D of Note 3.
operating income and $(1,595) million in net income Group share.

Adjustments to operating income


For the year ended Gas,
December 31, 2018 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Total

Inventory valuation effect - - (589) (6) - (595)


Effect of changes in fair value - 48 - - - 48
Restructuring charges (67) - (3) - - (70)
Asset impairment charges (1,256) (516) (2) - - (1,774)
Other items (132) (229) (24) (39) (9) (433)
TOTAL (1,455) (697) (618) (45) (9) (2,824)
8
Adjustments to net income, Group share
For the year ended Gas,
December 31, 2018 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Total

Inventory valuation effect - - (414) (6) - (420)


Effect of changes in fair value - 38 - - - 38
Restructuring charges (94) (10) (34) - - (138)
Asset impairment charges (1,259) (288) (48) - - (1,595)
Gains (losses) on disposals of assets (14) (2) - - - (16)
Other items 288 (148) (34) (47) (41) 18
TOTAL (1,079) (410) (530) (53) (41) (2,113)

Registration Document 2018 TOTAL 273


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3

Adjustments to operating income


For the year ended Gas,
December 31, 2017 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Total

Inventory valuation effect - - 344 13 - 357


Effect of changes in fair value - (20) - - - (20)
Restructuring charges (42) - (4) (3) - (49)
Asset impairment charges (4,308) (291) (53) (10) - (4,662)
Other items (77) (389) (173) (21) (64) (724)
TOTAL (4,427) (700) 114 (21) (64) (5,098)

Adjustments to net income, Group share


For the year ended Gas,
December 31, 2017 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Total

Inventory valuation effect - - 295 (13) - 282


Effect of changes in fair value - (16) - - - (16)
Restructuring charges (11) (11) (42) (2) - (66)
Asset impairment charges (3,583) (238) (53) (10) - (3,884)
Gains (losses) on disposals of assets 188 - 2,139 125 - 2,452
Other items (287) (293) 73 (30) (178) (715)
TOTAL (3,693) (558) 2,412 70 (178) (1,947)

Adjustments to operating income


For the year ended Gas,
December 31, 2016 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Total

Inventory valuation effect - - 695 (43) - 652


Effect of changes in fair value - (4) - - - (4)
Restructuring charges (19) (18) - - - (37)
Asset impairment charges (2,089) (139) - (1) - (2,229)
Other items (672) (288) (70) (93) - (1,123)
TOTAL (2,780) (449) 625 (137) - (2,741)

Adjustments to net income, Group share


For the year ended Gas,
December 31, 2016 Exploration & Renewables Refining & Marketing &
(M$) Production & Power Chemicals Services Corporate Total

Inventory valuation effect - - 498 (19) - 479


Effect of changes in fair value - (3) - - - (3)
Restructuring charges (4) (28) - - - (32)
Asset impairment charges (1,867) (131) (78) (18) (3) (2,097)
Gains (losses) on disposals of assets 287 5 - (25) - 267
Other items (293) (237) (91) (84) - (705)
TOTAL (1,877) (394) 329 (146) (3) (2,091)

274 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 3
8
D) Asset impairment

ACCOUNTING PRINCIPLES
The recoverable amounts of intangible assets and property, plant upon Management’s expectation of future economic and operating
and equipment are tested for impairment as soon as any indication conditions. When this value is less than the carrying amount
of impairment exists. This test is performed at least annually for of the CGU, an impairment loss is recorded. This loss is allocated
goodwill. first to goodwill with a corresponding amount in “Other expenses”.
Any further losses are then allocated to property, plant and mineral
The recoverable amount is the higher of the fair value (less costs
interests with a corresponding amount in “Depreciation, depletion
to sell) or its value in use.
and impairment of tangible assets and mineral interests” and
Assets are grouped into cash-generating units (or CGUs) and to other intangible assets with a corresponding amount in “Other
tested. A CGU is a homogeneous set of assets that generates expenses”.
cash inflows that are largely independent of the cash inflows from
Impairment losses recognized in prior periods can be reversed up
other groups of assets.
to the original carrying amount, had the impairment loss not been
The value in use of a CGU is determined by reference to the recognized. Impairment losses recognized for goodwill cannot be
discounted expected future cash flows of these assets, based reversed.

For the financial year 2018, asset impairments were recorded for an The NPS sees a significant increase in oil and gas demand until
amount of $1,774 million in operating income and $1,595 million in 2025 and then a slower growth until 2040 (despite a significant
net income, Group share. These impairments were qualified as penetration of electric vehicles and, above all, significant efficiency
adjustment items of the operating income and net income, Group gains). The SDS sees a decline in demand in the first half of the
share. 2020s for oil and a stabilization after 2030 for gas due to the
substitution efforts and an accelerated diffusion of efficiency
Impairments relate to certain cash-generating units (CGUs) for which
gains.
indicators of impairment have been identified, due to changes in
operating conditions or the economic environment of the activities In this context, given the need for the industry to make very
concerned. substantial investments to cope with the natural decline of the
fields and meet the oil demand predicted by these scenarios
The principles applied are as follows:
over the next 20 years:
— the future cash flows were determined using the assumptions
– The crude oil price level considered to determine the
included in the 2019 budget and in the long-term plan of the
recoverable value of CGUs amounts to 60 dollars per barrel
Group approved by the Group Executive Committee and the
of Brent in 2019-2020. This price rises to reach 80 dollars in
Board of Directors. These assumptions, including in particular
2021 and inflates after 2024.
future prices of products, operational costs, estimation of oil and
– For gas, the price level considered to determine the
gas reserves, future volumes produced and marketed, represent
recoverable value of concerned CGUs for 2019 amounts to
the best estimate of the Group management of all economic and
$5.5 per million BTU for the NBP price (Europe). It reaches $7
technical conditions over the remaining life of the assets;
per million BTU in 2021, and will inflate after 2024;
— the Group, notably relying on data on global energy demand
— the future operational costs were determined by taking into
from the “World Energy Outlook” issued by IEA since 2016 and
account the existing technologies, the fluctuation of prices for
on its own supply assessments, determines the oil & gas prices
petroleum services in line with market developments and the
scenarios based on assumptions about the evolution of core
internal cost reduction programs effectively implemented;
indicators of the Upstream activity (demand for oil & gas products
in different markets, investment forecasts, decline in production — the future cash flows are estimated over a period consistent with
fields, changes in oil & gas reserves and supply by area and the life of the assets of the CGUs. They are prepared post-tax
by nature of oil & gas products), of the Downstream activity and take into account specific risks related to the CGUs’ assets.
(changes in refining capacity and demand for petroleum products) They are discounted using a 7% post-tax discount rate, this rate
and by integrating challenges raised by the climate. being the weighted-average cost of capital estimated from
historical market data. This rate was 7% in 2017 and 2016. The
These price scenarios, first prepared within the Strategy and
value in use calculated by discounting the above post-tax cash
Climate Division, are also reviewed by the Group segments which
flows using a 7% post-tax discount rate is not materially different
bring their own expertise. They also integrate studies issued by
from the value in use calculated by discounting pre-tax cash
international agencies, banks and independent consultants. They
flows using a pre-tax discount rate determined by an iterative
are then approved by the Executive Committee and the Board of
Directors.
computation from the post-tax value in use. These pre-tax 8
discount rates generally ranged from 7% to 16% in 2018.
The IEA 2018 World Energy Outlook anticipates three scenarios
The CGUs of the Exploration & Production segment are defined as
(New Policies Scenario (NPS), Current Policies Scenario (CPS)
oil and gas fields or groups of oil and gas fields with industrial assets
and Sustainable Development Scenario (SDS)). Among these
enabling the production, treatment and evacuation of the oil and
scenarios, the NPS (central scenario of the IEA) and the SDS are
gas. For the financial year 2018, impairments of assets were
important references for the Group.
recognized over CGUs of the Exploration & Production segment for
The NPS takes into account the measures already implemented an impact of $1,256 million in operating income and $1,259 million in
by the countries in the energy field as well as the effects of the net income, Group share. Impairments recognized in 2018 relate to:
policies announced by the Governments (including the Nationally
— Ichthys project in Australia for an amount of $549 million in
Determined Contributions – NDC – of the Paris Climate
operating income and $608 million in net income, Group share:
Agreement). The SDS takes into account the necessary
TOTAL adapted the value of the assets in consequence of the
measures to achieve the energy-related goals set in the “2030
divestiture amount of 4% of its interest in the project;
Agenda for Sustainable Development” adopted in 2015 by the
UN members. — other assets mainly located in Algeria, Colombia and Congo for
an amount in the range of $600 million in operating income and
in net income, Group share.
As for the sensitivites:

Registration Document 2018 TOTAL 275


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Notes 3 and 4

— a decrease by one point in the discount rate would have a oil and refined products, the effect of inventory valuation and variable
positive impact of approximately $0.5 billion in operating income costs). The other activities of the segment are global divisions, each
and $0.4 billion in net income, Group share; division gathering a set of businesses or homogeneous products for
strategic, commercial and industrial plans. Future cash flows are
— an increase by one point in the discount rate would have an
determined from the specific margins of these activities, unrelated to
additional negative impact of approximately $0.9 billion in
the price of oil. No significant impairment has been recorded for the
operating income and approximately $0.7 billion in net income,
CGUs of the Refining & Chemicals segment in financial year 2018.
Group share;
The CGUs of the Marketing & Services segment are subsidiaries or
— a variation of -10% of the oil and gas prices over the duration of
groups of subsidiaries organized by geographical area. No impairment
the plan would have an additional negative impact of
has been recorded for the CGUs of the Marketing & Services segment
approximately $2.7 billion in operating income and $2.2 billion in
in financial year 2018.
net income, Group share.
For financial year 2017, the Group recorded impairments in
The most sensitive assets would be the assets already impaired in
Exploration & Production, Gas, Renewables & Power, Refining &
2018 or before (impact of approximately $2.7 billion in operating
Chemicals and Marketing & Services segments for an amount of
income and $2.2 billion in net income, Group share), especially
$4,662 million in operating income and $3,884 million in net income,
Ichthys in Australia and assets in Canada.
Group share. These impairments were qualified as adjustments items
The CGUs of the Gas, Renewables & Power segment are subsidiaries of the operating income and net income, Group share.
or groups of subsidiaries organized by activity or geographical area.
In financial year 2016, the Group recognized impairments of assets
In financial year 2018, the Group recorded impairments on CGUs in
in the Exploration & Production, Gas, Renewables & Power, Refining
the Gas, Renewables & Power segment for $516 million in operating
& Chemicals and Marketing & Services segments for an impact of
income and $288 million in net income, Group share. These
$2,229 million in operating income and of $2,097 income and net
impairments relate to SunPower in the US due to the depressed
income, Group share. These impairments were qualified as
economic environment of solar activity.
adjustment items of the operating income and net income, Group
The CGUs of the Refining & Chemicals segment are defined as legal share.
entities with operational activities for refining and petrochemicals
No significant reversal of impairment was accounted for in respect of
activities. Future cash flows are based on the gross contribution
the financial years 2016, 2017 and 2018.
margin (calculated on the basis of net sales after purchases of crude

NOTE 4 Segment Information by geographical area

Rest of North Rest of


(M$) France Europe America Africa the world Total

For the year ended December 31, 2018


Non-Group sales 47,716 99,465 22,243 22,263 17,676 209,363
Property, plant and equipment,
intangible assets, net 12,561 25,262 18,903 43,359 42,161 142,246
Capital expenditures 4,502 2,609 2,014 4,838 8,222 22,185

For the year ended December 31, 2017


Non-Group sales 39,032 83,255 16,889 17,581 14,736 171,493
Property, plant and equipment,
intangible assets, net 6,397 18,260 18,469 42,849 38,009 123,984
Capital expenditures 1,193 2,805 2,916 5,030 4,952 16,896

For the year ended December 31, 2016


Non-Group sales 33,472 71,551 15,383 15,294 14,043 149,743
Property, plant and equipment,
intangible assets, net 5,361 20,647 19,154 45,032 37,139 127,333
Capital expenditures 1,835 3,842 2,825 6,859 5,169 20,530

276 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 5
8
NOTE 5 Main items related to operating activities

Items related to the statement of income

5.1 Net sales

ACCOUNTING POLICIES
IFRS 15 requires identification of the performance obligations for Shipping revenues and expenses from time-charter activities are
the transfer of goods and services in each contract with recognized on a pro rata basis over a period that commences
customers. Revenue is recognized upon satisfaction of the upon the unloading of the previous voyage and terminates upon
performance obligations for the amounts that reflect the the unloading of the current voyage. Shipping revenue recognition
consideration to which the Group expects to be entitled in starts only when a charter has been agreed to by both the Group
exchange for those goods and services. and the customer.
Income related to the distribution of electricity and gas are not
Sales of goods
recognized in revenues because the Group acts as an agent in
Revenues from sales are recognized when the control has been this transaction. The Group is not responsible for the delivery and
transferred to the buyer and the amount can be reasonably does not set the price of the service, because it can only pass on
measured. Revenues from sales of crude oil and natural gas are to the customer the amounts invoiced to it by the distributors.
recorded upon transfer of title, according to the terms of the sales
contracts. Solar Farm Development Projects
Revenues from the production of crude oil and natural gas SunPower develops and sells solar farm projects. This activity
properties, in which the Group has an interest with other generally contains a property component (land ownership or an
producers, are recognized based on actual entitlement volumes interest in land rights). The revenue associated with the
sold over the period. Any difference between entitlement volumes development of these projects is recognized when the project-
and volumes sold, based on the Group net working interest, are entities and land rights are irrevocably sold.
recognized in the “Under-lifting” and “Over-lifting” accounts in the
Revenues under contracts for construction of solar systems are
balance sheet and in operating expenses in the profit and loss.
recognized based on the progress of construction works,
Quantities delivered that represent production royalties and taxes, measured according to the percentage of costs incurred relative
when paid in cash, are included in oil and gas revenues, except to total forecast costs.
for the United States and Canada.
Excise taxes
Certain transactions within the trading activities (contracts involving
quantities that are purchased from third parties then resold to Excise taxes are rights or taxes which amount is calculated based
third parties) are shown at their net value in sales. on the quantity of oil and gas products put on the market. Excise
taxes are determined by the states. They are paid directly to the
Exchanges of crude oil and petroleum products within normal
customs and tax authorities and then invoiced to final customers
trading activities do not generate any income and therefore these
by being included in the sales price.
flows are shown at their net value in both the statement of income
and the balance sheet. The analysis of the criteria set by IFRS 15 led the Group to determine
that it was acting as principal in these transactions. Therefore
Sales of services sales include excise taxes collected by the Group within the course
of its oil distribution operations. Excise taxes are deducted from
Revenues from services are recognized when the services have
sales in order to obtain the “Revenues from sales” indicator.
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.

5.2 Operating expenses and research and development 8

ACCOUNTING POLICIES
The Group applies IFRS 6 “Exploration for and Evaluation of Geological and geophysical costs, including seismic surveys for
Mineral Resources”. Oil and gas exploration and production exploration purposes are expensed as incurred in exploration
properties and assets are accounted for in accordance with the costs.
Successful Efforts method.
Costs of dry wells and wells that have not found proved reserves
are charged to expense in exploration costs.

Registration Document 2018 TOTAL 277


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 5

5.2.1 Operating expenses

For the year ended December 31, (M$) 2018 2017 2016

Purchases, net of inventory variation (a) (b) (125,816) (99,411) (83,377)


Exploration costs (797) (864) (1,264)
Other operating expenses (c) (27,484) (24,966) (24,302)
of which non-current operating liabilities (allowances) reversals 1,068 280 369
of which current operating liabilities (allowances) reversals (202) 66 (58)
OPERATING EXPENSES (154,097) (125,241) (108,943)

(a) Includes taxes paid on oil and gas production in the Exploration & Production segment, amongst others royalties.
(b) The Group values under/over lifting at market value.
(c) Principally composed of production and administrative costs (see in particular the payroll costs as detailed in Note 10 to the Consolidated Financial Statements “Payroll, staff and
employee benefits obligations”).

5.2.2 Research and development costs

ACCOUNTING POLICIES
Research costs are charged to expense as incurred.
Development expenses are capitalized when the criteria of IAS38 are met.

Research and development costs incurred by the Group in 2018 and The staff dedicated in 2018 to these research and development
booked in operating expenses amount to $986 million ($912 million in activities are estimated at 4,288 people (4,132 in 2017 and 4,939 in
2017 and $1,050 million in 2016), corresponding to 0.47% of the sales. 2016).

5.3 Amortization, depreciation and impairment of tangible assets and mineral interests

The amortization, depreciation and impairment of tangible assets and mineral interests are detailed as follows:
For the year ended December 31, (M$) 2018 2017 2016

Depreciation and impairment of tangible assets (13,364) (14,782) (12,615)


Amortization and impairment of mineral assets (628) (1,321) (908)
TOTAL (13,992) (16,103) (13,523)

Items related to balance sheet

5.4 Working capital

5.4.1 Inventories

ACCOUNTING POLICIES
Inventories are measured in the Consolidated Financial Statements labor, depreciation of producing assets) and an allocation of
at the lower of historical cost or market value. Costs for petroleum production overheads (taxes, maintenance, insurance, etc.).
and petrochemical products are determined according to the FIFO
Costs of chemical product inventories consist of raw material costs,
(First-In, First-Out) method or weighted-average cost method and
direct labor costs and an allocation of production overheads.
other inventories are measured using the weighted-average cost
Start-up costs, general administrative costs and financing costs
method.
are excluded from the costs of refined and chemicals products.
In addition stocks held for trading are measured at fair value less
costs of sale. Marketing & Services
The costs of refined products include mainly raw materials costs,
Refining & Chemicals
production costs (energy, labor, depreciation of producing assets)
Petroleum product inventories are mainly comprised of crude oil and an allocation of production overheads (taxes, maintenance,
and refined products. Refined products principally consist of insurance, etc.).
gasoline, distillate and fuel produced by the Group’s refineries.
General administrative costs and financing costs are excluded
The turnover of petroleum products does not exceed more than
from the cost price of refined products.
two months on average.
Product inventories purchased from entities external to the Group
Crude oil costs include raw material and receiving costs. Refining
are valued at their purchase cost plus primary costs of transport.
costs principally include crude oil costs, production costs (energy,

278 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 5
8
Carbon dioxide emission rights — forward transactions are recognized at their fair market value
in the balance sheet. Changes in the fair value of such forward
In the absence of a current IFRS standard or interpretation on
transactions are recognized in the statement of income.
accounting for emission rights of carbon dioxide, the following
principles are applied:
Energy savings certificates
— emission rights are managed as a cost of production and as
In the absence of current IFRS standards or interpretations on
such are recognized in inventories:
accounting for energy savings certificates (ESC), the following
– emission rights allocated for free are booked in inventories
principles are applied:
with a nil carrying amount,
– purchased emission rights are booked at acquisition cost, — if the obligations linked to the sales of energy are greater than
– sales or annual restorations of emission rights consist of the number of ESC’s held then a liability is recorded. These
decreases in inventories recognized based on a weighted liabilities are valued based on the price of the last transactions;
average cost,
— in the event that the number of ESC’s held exceeds the
– if the carrying amount of inventories at closing date is higher
obligation at the balance sheet date this is accounted for as
than the market value, an impairment loss is recorded;
inventory. Otherwise a valuation allowance is recorded;
— at each closing, a provision is recorded in order to materialize
— ESC inventories are valued at weighted average cost
the obligation to surrender emission rights related to the
(acquisition cost for those ESC’s acquired or cost incurred for
emissions of the period. This provision is calculated based on
those ESC’s generated internally).
estimated emissions of the period, valued at weighted average
cost of the inventories at the end of the period. It is reversed If the carrying value of the inventory of certificates at the balance
when the emission rights are surrendered; sheet date is higher than the market value, an impairment loss is
recorded.
— if emission rights to be surrendered at the end of the compliance
period are higher than emission rights recorded in inventories,
the shortage is accounted for as a liability at market value;

Valuation
As of December 31, 2018 (M$) Gross value allowance Net value

Crude oil and natural gas 2,382 (110) 2,272


Refined products 5,464 (242) 5,222
Chemicals products 1,087 (54) 1,033
Trading inventories 3,918 - 3,918
Other inventories 3,372 (937) 2,435
TOTAL 16,223 (1,343) 14,880

Valuation
As of December 31, 2017 (M$) Gross value allowance Net value

Crude oil and natural gas 2,658 - 2,658


Refined products 5,828 (36) 5,792
Chemicals products 1,089 (58) 1,031
Trading inventories 4,320 - 4,320
Other inventories 3,632 (913) 2,719
TOTAL 17,527 (1,007) 16,520

Valuation
As of December 31, 2016 (M$) Gross value allowance Net value

Crude oil and natural gas 2,215 (7) 2,208


8
Refined products 4,577 (30) 4,547
Chemicals products 877 (58) 819
Trading inventories 4,613 - 4,613
Other inventories 3,936 (876) 3,060
TOTAL 16,218 (971) 15,247

Registration Document 2018 TOTAL 279


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 5

Changes in the valuation allowance on inventories are as follows:


Currency
Valuation translation Valuation
For the year ended December 31, allowance as of Increase adjustment and allowance as of
(M$) January 1, (net) other variations December 31,

2018 (1,007) (359) 23 (1,343)


2017 (971) 9 (45) (1,007)
2016 (1,068) 41 56 (971)

5.4.2 Accounts receivable and other current assets


Valuation
As of December 31, 2018 (M$) Gross value allowance Net value

Accounts receivable 17,894 (624) 17,270


Recoverable taxes 4,090 - 4,090
Other operating receivables 10,306 (573) 9,733
Prepaid expenses 837 - 837
Other current assets 64 - 64
Other current assets 15,297 (573) 14,724

Valuation
As of December 31, 2017 (M$) Gross value allowance Net value

Accounts receivable 15,469 (576) 14,893


Recoverable taxes 4,029 - 4,029
Other operating receivables 9,797 (461) 9,336
Prepaid expenses 786 - 786
Other current assets 59 - 59
Other current assets 14,671 (461) 14,210

Valuation
As of December 31, 2016 (M$) Gross value allowance Net value

Accounts receivable 12,809 (596) 12,213


Recoverable taxes 3,180 - 3,180
Other operating receivables 10,618 (400) 10,218
Prepaid expenses 1,399 - 1,399
Other current assets 38 - 38
Other current assets 15,235 (400) 14,835

Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows:
Currency
Valuation translation Valuation
For the year ended December 31, allowance as of Increase adjustment and allowance as of
(M$) January 1, (net) other variations December 31,

Accounts receivable
2018 (576) (62) 14 (624)
2017 (596) 53 (33) (576)
2016 (544) (17) (35) (596)
Other current assets
2018 (461) (148) 36 (573)
2017 (400) (58) (3) (461)
2016 (426) 33 (7) (400)

280 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 5
8
As of December 31, 2018, the net portion of the overdue receivables $235 million was due between 90 days and 6 months, $350 million
included in “Accounts receivable” and “Other current assets” was was due between 6 and 12 months and $889 million was due after
$3,767 million, of which $1,993 million was due in less than 90 days, 12 months.
$273 million was due between 90 days and 6 months, $450 million
As of December 31, 2016, the net portion of the overdue receivables
was due between 6 and 12 months and $1,051 million was due after
included in “Accounts receivable” and “Other current assets” was
12 months.
$3,525 million, of which $1,273 million was due in less than 90 days,
As of December 31, 2017, the net portion of the overdue receivables $1,013 million was due between 90 days and 6 months, $538 million
included in “Accounts receivable” and “Other current assets” was was due between 6 and 12 months and $701 million was due after
$3,156 million, of which $1,682 million was due in less than 90 days, 12 months.

5.4.3 Other creditors and accrued liabilities

As of December 31, (M$) 2018 2017 2016

Accruals and deferred income 546 419 424


Payable to States (including taxes and duties) 6,861 5,786 5,455
Payroll 1,553 1,439 1,225
Other operating liabilities 13,286 10,135 9,616
TOTAL 22,246 17,779 16,720

As of December 31, 2018, the heading “Other operating liabilities” the third quarterly interim dividend for the fiscal year 2017 for
includes mainly the second quarterly interim dividend for the fiscal $1,912 million, which was paid in April 2018.
year 2018 for $1,911 million, which was paid in January 2019 and
As of December 31, 2016, the heading “Other operating liabilities”
the third quarterly interim dividend for the fiscal year 2018 for
included mainly the second quarterly interim dividend for the fiscal
$1,912 million, which will be paid in April 2019.
year 2016 for $1,592 million, which was paid in January 2017 and
As of December 31, 2017, the heading “Other operating liabilities” the third quarterly interim dividend for the fiscal year 2016 for
included mainly the second quarterly interim dividend for the fiscal $1,593 million, which was paid in April 2017.
year 2017 for $1,883 million, which was paid in January 2018 and

Items related to the cash flow statement

5.5 Cash flow from operating activities

ACCOUNTING POLICIES
The Consolidated Statement of Cash Flows prepared in currencies foreign currency into dollars using the closing exchange rates are
other than dollar has been translated into dollars using the shown in the Consolidated Statement of Cash Flows under “Effect
exchange rate on the transaction date or the average exchange of exchange rates”.
rate for the period. Currency translation differences arising from
Therefore, the Consolidated Statement of Cash Flows will not
the translation of monetary assets and liabilities denominated in
agree with the figures derived from the consolidated balance sheet.

The following table gives additional information on cash paid or received in the cash flow from operating activities:
Detail of interest, taxes and dividends
For the year ended December 31, (M$) 2018 2017 2016

Interests paid (1,818) (1,305) (1,028) 8


Interests received 164 82 90
Income tax paid (a) (5,024) (4,013) (2,892)
Dividends received 2,456 2,219 1,702

(a) These amounts include taxes paid in kind under production-sharing contracts in Exploration & Production.

Registration Document 2018 TOTAL 281


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Notes 5 and 6

Detail of changes in working capital


For the year ended December 31, (M$) 2018 2017 2016

Inventories 1,430 (476) (2,475)


Accounts receivable (1,461) (1,897) (1,916)
Other current assets (364) 1,274 185
Accounts payable (822) 2,339 2,546
Other creditors and accrued liabilities 1,986 (413) 541
NET AMOUNT, DECREASE (INCREASE) 769 827 (1,119)

Detail of changes in provisions and deferred taxes


As of December 31, (M$) 2018 2017 2016

Accruals (432) 3 382


Deferred taxes (455) (387) (1,941)
TOTAL (887) (384) (1,559)

NOTE 6 Other items from operating activities

6.1 Other income and other expense

For the year ended December 31, (M$) 2018 2017 2016

Gains on disposal of assets 1,041 2,784 479


Foreign exchange gains 252 785 548
Other 545 242 272
OTHER INCOME 1,838 3,811 1,299
Losses on disposal of assets (111) (186) (216)
Foreign exchange losses (444) - -
Amortization of other intangible assets (excl. mineral interests) (225) (192) (344)
Other (493) (656) (467)
OTHER EXPENSE (1,273) (1,034) (1,027)

Other income Other expense


In 2018, gains on disposal of assets are mainly related to the sale of In 2018,the heading “Other” mainly consists of the restructuring
assets and interests in Norway, Canada and Gabon in the Exploration charges in the Exploration & Production, Gas Renewables & Power
& Production segment, to the sale of Dunkerque LNG SAS and and Refining & Chemicals segments for an amount of $179 million,
SunPower assets in the Gas Renewables & Power segment and the $77 million of the impairment of non-consolidated shares and loans
sale of TotalErg and Total Haiti in the Marketing & Services segment. granted to non-consolidated subsidiaries and equity affiliates.
In 2017, gains on disposal of assets mainly related to the sale of In 2017, losses on disposal mainly related to the sale of 15% interests
Atotech in the Refining & Chemicals segment and to the sale of in the Gina Krog field in Norway. The heading “Other” mainly consisted
assets in Gabon in the Exploration & Production segment. of the impairment of non-consolidated shares and loans granted to
non-consolidated subsidiaries and equity affiliates for an amount of
In 2016, gains on disposal of assets mainly related to sales of assets
$172 million and $64 million of restructuring charges in the Exploration
in United-Kingdom in the Exploration & Production segment.
& Production, Gas Renewables & Power and Refining & Chemicals
segments.
In 2016, the loss on disposals mainly related to the sale of 20% of
interests in Kharyaga in Russia. The heading “Other” mainly consisted
of the impairment of non-consolidated shares and loans granted
to non-consolidated subsidiaries and equity affiliates for an amount
of $142 million and $37 million of restructuring charges in the
Refining & Chemicals and Marketing & Services segments.

282 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 6
8
6.2 Other financial income and expense

As of December 31, (M$) 2018 2017 2016

Dividend income on non-consolidated subsidiaries 171 167 170


Capitalized financial expenses 519 460 477
Other 430 330 324
OTHER FINANCIAL INCOME 1,120 957 971
Accretion of asset retirement obligations (530) (544) (523)
Other (155) (98) (113)
OTHER FINANCIAL EXPENSE (685) (642) (636)

6.3 Other non-current assets

Valuation
As of December 31, 2018 (M$) Gross value allowance Net value

Loans and advances (a)


2,180 (303) 1,877
Other non-current financial assets related to operational activities 471 - 471
Other 161 - 161
TOTAL 2,812 (303) 2,509

Valuation
As of December 31, 2017 (M$) Gross value allowance Net value

Loans and advances (a)


3,237 (359) 2,878
Other non-current financial assets related to operational activities 937 - 937
Other 169 - 169
TOTAL 4,343 (359) 3,984

Valuation
As of December 31, 2016 (M$) Gross value allowance Net value

Loans and advances (a)


3,334 (286) 3,048
Other non-current financial assets related to operational activities 1,069 - 1,069
Other 26 - 26
TOTAL 4,429 (286) 4,143

(a) Excluding loans to equity affiliates.

Changes in the valuation allowance on loans and advances are detailed as follows:

Valuation Currency translation Valuation


For the year ended December 31, allowance as of adjustment and allowance as of
(M$) January 1, Increases Decreases other variations December 31,

2018 (359) (5) 35 26 (303)


2017 (286) (50) 11 (34) (359) 8
2016 (280) (15) 7 2 (286)

Registration Document 2018 TOTAL 283


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 7

NOTE 7 Intangible and tangible assets

7.1 Intangible assets

ACCOUNTING POLICIES
Exploration costs way or firmly planned (wells, seismic or significant studies),
whether costs are being incurred for development studies
The Group applies IFRS 6 “Exploration for and Evaluation of Mineral
and whether the Group is waiting for governmental or other
Resources”. Oil and gas exploration and production properties and
third-party authorization of a proposed project, or availability
assets are accounted for in accordance with the Successful Efforts
of capacity on an existing transport or processing facility.
method.
Costs of exploratory wells not meeting these conditions are charged
Mineral interests are tested for impairment on a regular basis,
to exploration costs.
property-by-property, based on the results of the exploratory activity
and the management’s evaluation. Proved mineral interests are depreciated using the unit-of-
production method based on proved reserves.
In the event of a discovery, the unproved mineral interests are
transferred to proved mineral interests at their net book value as The corresponding expense is recorded as depreciation of tangible
soon as proved reserves are booked. assets and mineral interests.
Exploratory wells are tested for impairment on a well-by-well basis
Goodwill and other intangible assets excluding mineral
and accounted for as follows:
interests
— costs of exploratory wells which result in proved reserves are
Other intangible assets include patents, trademarks, and lease
capitalized and then depreciated using the unit-of-production
rights.
method based on proved developed reserves;
Intangible assets are carried at cost, after deducting any
— costs of exploratory wells are temporarily capitalized until a
accumulated amortization and accumulated impairment losses.
determination is made as to whether the well has found
proved reserves if both of the following conditions are met: Guidance for calculating goodwill is presented in Note 1.1
– the well has found a sufficient quantity of reserves to justify, paragraph B to the Consolidated Financial Statements. Goodwill
if appropriate, its completion as a producing well, assuming is not amortized but is tested for impairment at least annually and
that the required capital expenditures are made; as soon as there is any indication of impairment.
– the Group is making sufficient progress assessing the
Intangible assets (excluding mineral interests) that have a finite
reserves and the economic and operating viability of the
useful life are amortized on a straight-line basis over three to twenty
project. This progress is evaluated on the basis of indicators
years depending on the useful life of the assets. The corresponding
such as whether additional exploratory works are under
expense is recorded under other expense.

Amortization
As of December 31, 2018 (M$) Cost and impairment Net

Goodwill 9,188 (1,014) 8,174


Proved mineral interests 14,775 (7,947) 6,828
Unproved mineral interests 16,712 (4,491) 12,221
Other intangible assets 5,824 (4,125) 1,699
TOTAL INTANGIBLE ASSETS 46,499 (17,577) 28,922

Amortization
As of December 31, 2017 (M$) Cost and impairment Net

Goodwill 2,442 (1,015) 1,427


Proved mineral interests 13,081 (7,674) 5,407
Unproved mineral interests 11,686 (5,324) 6,362
Other intangible assets 4,831 (3,440) 1,391
TOTAL INTANGIBLE ASSETS 32,040 (17,453) 14,587

Amortization
As of December 31, 2016 (M$) Cost and impairment Net

Goodwill 2,159 (1,002) 1,157


Proved mineral interests 13,347 (6,985) 6,362
Unproved mineral interests 11,582 (5,130) 6,452
Other intangible assets 4,182 (2,791) 1,391
TOTAL INTANGIBLE ASSETS 31,270 (15,908) 15,362

284 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 7
8
Change in net intangible assets is analyzed in the following table:
Net amount Currency Net amount
as of Amortization translation as of
(M$) January 1, Expenditures Disposals and impairment adjustment Other December 31,
2018 14,587 3,745 (28) (852) (351) 11,821 28,922
2017 15,362 404 (23) (1,512) 234 122 14,587
2016 14,549 1,039 (117) (1,252) (187) 1,330 15,362

In 2018, the heading “Amortization and impairment” includes the In 2016, the heading “Amortization and impairment” included the
accounting impact of exceptional asset impairments for an amount of accounting impact of exceptional asset impairments for an amount
$67 million (see Note 3 paragraph D to the Consolidated Financial of $543 million (see Note 3 paragraph D to the Consolidated Financial
Statements). Statements).
In 2018, the heading “Other” principally corresponds to the effect of the In 2016, the heading “Other” principally corresponded to the effect
entries in the consolidation scope (including Maersk Oil, Global LNG of the entries in the consolidation scope (including SAFT Group and
and Direct Énergie) for $12,044 million. Lampiris) for $1,394 million and to the reclassification of assets
classified in accordance with IFRS 5 “Non-current assets held for
In 2017, the heading “Amortization and impairment” included the
sale and discontinued operations”.
accounting impact of exceptional asset impairments for an amount
of $785 million (see Note 3 paragraph D to the Consolidated Financial
Statements).

A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 2018 is as follows:
Net goodwill as of Net goodwill as of
(M$) January 1, 2018 Increases Impairments Other December 31, 2018

Exploration & Production - 2,642 - - 2,642


Gas, Renewables & Power 650 4,165 - (108) 4,707
Refining & Chemicals 491 - - (16) 475
Marketing & Services 256 77 - (12) 321
Corporate 30 - - (1) 29
TOTAL 1,427 6,884 - (137) 8,174

The heading “Increases” corresponds to the effect of the acquisitions mainly Maersk Oil for an amount of $2,642 million, Global LNG for
$2,791 million and Direct Énergie for $1,282 million (see Note 2 paragraph 2 to the Consolidated Financial Statements).

7.2 Property, plant and equipment

ACCOUNTING POLICIES
Exploration & Production Oil and Gas producing assets development and production costs (cost oil/gas) as well as the
sharing of hydrocarbon rights (profit oil/gas).
Development costs incurred for the drilling of development wells
and for the construction of production facilities are capitalized, Hydrocarbon transportation and processing assets are depreciated
together with borrowing costs incurred during the period of using the unit-of-production method based on throughput or by
construction and the present value of estimated future costs of using the straight-line method whichever best reflects the duration
asset retirement obligations. The depletion rate is equal to the of use of the economic life of the asset.
ratio of oil and gas production for the period to proved developed
reserves (unit-of-production method). Other property, plant and equipment excluding
Exploration & Production
In the event that, due to the price effect on reserves evaluation, the
unit-of-production method does not reflect properly the useful life Other property, plant and equipment are carried at cost, after
8
of the asset, an alternative depreciation method is applied based deducting any accumulated depreciation and accumulated
on the reserves evaluated with the price of the previous year. impairment losses. This cost includes borrowing costs directly
attributable to the acquisition or production of a qualifying asset
With respect to phased development projects or projects subject
incurred until assets are placed in service. Borrowing costs are
to progressive well production start-up, the fixed assets’
capitalized as follows:
depreciable amount, excluding production or service wells, is
adjusted to exclude the portion of development costs attributable — if the project benefits from a specific funding, the capitalization
to the undeveloped reserves of these projects. of borrowing costs is based on the borrowing rate;
With respect to production sharing contracts, the unit-of-production — if the project is financed by all the Group’s debt, the
method is based on the portion of production and reserves capitalization of borrowing costs is based on the weighted
assigned to the Group taking into account estimates based on the average borrowing cost for the period.
contractual clauses regarding the reimbursement of exploration,

Registration Document 2018 TOTAL 285


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 7

Routine maintenance and repairs are charged to expense as Other property, plant and equipment are depreciated using the
incurred. The costs of major turnarounds of refineries and large straight-line method over their useful lives, which are as follows:
petrochemical units are capitalized as incurred and depreciated
Furniture, office equipment, machinery and tools 3-12 years
over the period of time between two consecutive major turnarounds.
Transportation equipment 5-20 years
Storage tanks and related equipment 10-15 years
Specialized complex installations and pipelines 10-30 years
Buildings 10-50 years

Depreciation
As of December 31, 2018 (M$) Cost and impairment Net

Exploration & Production properties


Proved properties 192,272 (120,435) 71,837
Unproved properties 1,673 (152) 1,521
Work in progress 22,553 (1,128) 21,425
SUBTOTAL 216,498 (121,715) 94,783

Other property, plant and equipment


Land 1,775 (648) 1,127
Machinery, plant and equipment (including transportation equipment) 34,564 (25,393) 9,171
Buildings 8,864 (5,640) 3,224
Work in progress 2,540 (2) 2,538
Other 9,171 (6,690) 2,481
SUBTOTAL 56,914 (38,373) 18,541
TOTAL PROPERTY, PLANT AND EQUIPMENT 273,412 (160,088) 113,324

Depreciation
As of December 31, 2017 (M$) Cost and impairment Net

Exploration & Production properties


Proved properties 174,336 (112,113) 62,223
Unproved properties 1,980 (152) 1,828
Work in progress 30,286 (2,537) 27,749
SUBTOTAL 206,602 (114,802) 91,800

Other property, plant and equipment


Land 1,809 (652) 1,157
Machinery, plant and equipment (including transportation equipment) 33,554 (25,774) 7,780
Buildings 9,203 (5,859) 3,344
Work in progress 2,310 (1) 2,309
Other 9,463 (6,456) 3,007
SUBTOTAL 56,339 (38,742) 17,597
TOTAL PROPERTY, PLANT AND EQUIPMENT 262,941 (153,544) 109,397

286 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 7
8
Depreciation
As of December 31, 2016 (M$) Cost and impairment Net

Exploration & Production properties


Proved properties 163,860 (100,959) 62,901
Unproved properties 1,996 - 1,996
Work in progress 33,860 (2,075) 31,785
SUBTOTAL 199,716 (103,034) 96,682

Other property, plant and equipment


Land 1,578 (567) 1,011
Machinery, plant and equipment (including transportation equipment) 28,620 (22,940) 5,680
Buildings 7,977 (4,979) 2,998
Work in progress 2,780 (10) 2,770
Other 8,296 (5,466) 2,830
SUBTOTAL 49,251 (33,962) 15,289
TOTAL PROPERTY, PLANT AND EQUIPMENT 248,967 (136,996) 111,971

Change in net property, plant and equipment is analyzed in the following table:
Net amount Currency Net amount
as of Depreciation translation as of
(M$) January 1, Expenditures Disposals and impairment adjustment Other December 31,
2018 109,397 13,336 (2,494) (13,732) (1,454) 8,271 113,324
2017 111,971 13,363 (1,117) (15,099) 2,302 (2,023) 109,397
2016 109,518 17,067 (1,869) (13,171) (1,057) 1,483 111,971

In 2018, the heading “Disposals” mainly includes the impact of sales In 2017, the heading “Other” principally corresponded to the impact of
in the Exploration & Production segment (mainly Martin Linge in $855 million of finance lease contracts, the decrease of the asset for
Norway and Fort Hills in Canada). site restitution for an amount of $(773) million and the reclassification
of assets classified in accordance with IFRS 5 “Non-current assets
In 2018, the heading “Depreciation and impairment” includes the
held for sale and discontinued operations” for $(2,604) million, related
impact of impairments of assets recognized for an amount of
to the Martin Linge field in Norway.
$1,707 million (see Note 3 paragraph D to the Consolidated Financial
Statements). In 2016, the heading “Disposals” mainly included the impact of sales
in the Exploration & Production segment (sale of interests in the
In 2018, the heading “Other” principally corresponds to the effect of
FUKA and SIRGE gas pipelines, and the St. Fergus gas terminal in
the entries in the consolidation scope (including Maersk, Lapa and
the United Kingdom, and sale of a 20% stake in Kharyaga, Russia).
Iara in Brazil and Direct Énergie) for $6,987 million, to the
reclassification of assets in accordance with IFRS 5 “Non-current In 2016, the heading “Depreciation and impairment” included the
assets held for sale and discontinued operations” (mainly related to impact of impairments of assets recognized for an amount of
the 4% sale of Ichthys for $(812) million) and the reversal of the $1,780 million (see Note 3 paragraph D to the Consolidated Financial
reclassification under IFRS 5 as at December 31, 2017 for Statements).
$2,604 million corresponding to disposals.
In 2016, the heading “Other” principally corresponded to the effect
In 2017, the heading “Disposals” mainly included the impact of sales of the entries in the consolidation scope (including SAFT Group and
in the Exploration & Production segment (sale of interests in Gina Lampiris) for $751 million, to the reclassification of assets in accordance
Krog in Norway, and in Gabon). with IFRS 5 “Non-current assets held for sale and discontinued
operations” for $(365) million and the reversal of the reclassification
In 2017, the heading “Depreciation and impairment” included the
impact of impairments of assets recognized for an amount of
under IFRS 5 as at December 31, 2015 for $627 million corresponding 8
to disposals.
$3,901 million (see Note 3 paragraph D to the Consolidated Financial
Statements).

Property, plant and equipment presented above include the following amounts for facilities and equipment under finance leases:
Depreciation
As of December 31, 2018 (M$) Cost and impairment Net

Machinery, plant and equipment 1,778 (605) 1,173


Buildings 121 (56) 65
Other 543 (83) 460
TOTAL 2,442 (744) 1,698

Registration Document 2018 TOTAL 287


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Notes 7 and 8

Depreciation
As of December 31, 2017 (M$) Cost and impairment Net

Machinery, plant and equipment 1,140 (468) 672


Buildings 124 (57) 67
Other 378 (58) 320
TOTAL 1,642 (583) 1,059

Depreciation
As of December 31, 2016 (M$) Cost and impairment Net

Machinery, plant and equipment 426 (391) 35


Buildings 109 (38) 71
Other 179 (41) 138
TOTAL 714 (470) 244

NOTE 8 Equity affiliates, other investments and related parties

8.1 Equity affiliates: investments and loans

ACCOUNTING PRINCIPLES
Under the equity method, the investment in the associate or joint In cases where the group holds less than 20% of the voting rights
venture is initially recognized at acquisition cost and subsequently in another entity, the determination of whether the Group exercises
adjusted to recognize the Group’s share of the net income and significant influence is also based on other facts and
other comprehensive income of the associate or joint venture. circumstances: representation on the Board of Directors or an
equivalent governing body of the entity, participation in policy-
Unrealized gains on transactions between the Group and its
making processes, including participation in decisions relating to
equity-accounted entities are eliminated to the extent of the
dividends or other distributions, significant transactions between
Group’s interest in the equity accounted entity.
the investor and the entity, exchange of management personnel,
In equity affiliates, goodwill is included in investment book value. or provision of essential technical information.

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$) 2018 2017 2016

Total Associates 13,330 12,177 11,819


Total Joint ventures 5,359 4,791 4,039
Total 18,689 16,968 15,858
Loans 4,755 5,135 4,718
TOTAL 23,444 22,103 20,576

Profit/(loss), as of December 31, (M$) 2018 2017 2016

Total Associates 2,329 1,694 1,530


Total Joint ventures 841 321 684
TOTAL 3,170 2,015 2,214

Other comprehensive income, as of December 31, (M$) 2018 2017 2016

Total Associates (461) (801) 847


Total Joint ventures (79) 124 88
TOTAL (540) (677) 935

288 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 8
8
A) Information related to associates
Information (100% gross) related to significant associates is as follows:
Novatek (a) Liquefaction entities PetroCedeño
Exploration & Production
(M$) 2018 2017 2016 2018 2017 2016 2018 2017 2016

Non current assets 14,639 14,232 13,981 28,664 29,656 31,044 4,324 5,551 5,515
Current assets 4,545 3,404 2,409 9,358 7,875 5,790 5,580 4,291 4,166
TOTAL ASSETS 19,184 17,636 16,390 38,022 37,531 36,834 9,904 9,842 9,681
Shareholder’s equity 14,163 12,842 11,015 22,615 22,804 22,886 4,581 5,178 5,515
Non current liabilities 3,086 3,187 3,574 9,826 10,291 10,839 20 13 10
Current liabilities 1,935 1,607 1,801 5,581 4,436 3,109 5,303 4,651 4,156
TOTAL LIABILITIES 19,184 17,636 16,390 38,022 37,531 36,834 9,904 9,842 9,681
Revenue from sales 13,415 10,022 7,779 25,644 20,401 15,557 1,629 1,708 1,398
NET INCOME 4,636 1,950 3,137 7,408 5,781 1,472 122 204 277
OTHER COMPREHENSIVE INCOME (2,545) 580 1,651 - - - - - -
% owned 19.40% 18.90% 18.90% 30.32% 30.32% 30.32%
Revaluation identifiable assets
on equity affiliates 1,556 1,804 1,811 44 6 - - - -
Equity value 4,303 4,231 3,893 3,758 3,768 3,755 1,389 1,570 1,672
Profit/(loss) 794 263 494 874 735 147 37 62 84
Share of Other Comprehensive Income,
net amount (540) (491) 808 49 (194) 23 - - -
Dividends paid to the Group 151 128 111 816 672 479 218 164 91

(a) Information includes the best Group’s estimates of results at the date of TOTAL’s financial statements.

Novatek, listed in Moscow and London, is the 2nd largest producer The Group’s interests in associates operating liquefaction plants are
of natural gas in Russia. The Group share of Novatek’s market value combined. The amounts include investments in: Nigeria LNG
amounted to $9,578 million as at December 31, 2018. Novatek is (15.00%), Angola LNG (13.60%), Yemen LNG (39.62%), Qatar
consolidated by the equity method. TOTAL considers, in fact, that it Liquefied Gas Company Limited (Qatargas) (10.00%), Qatar Liquefied
exercises significant influence particularly via its representation on Gas Company Limited II (16.70%), Oman LNG (5.54%), and Abu
the Board of Directors of Novatek and its interest in the major project Dhabi Gas Liquefaction Company Limited (5.00%).
of Yamal LNG.
PetroCedeño produces and upgrades extra-heavy crude oil in
The Group is not aware of significant restrictions limiting the ability of Venezuela.
OAO Novatek to transfer funds to its shareholder, be it under the
form of dividends, repayment of advances or loans made.

Registration Document 2018 TOTAL 289


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 8

Saudi Aramco Total


Refining & Petrochemicals Qatar
Refining & Chemicals
(M$) 2018 2017 2016 2018 2017 2016

Non current assets 11,281 11,601 12,056 3,968 4,405 4,152


Current assets 2,069 2,021 1,531 1,741 1,696 1,404
TOTAL ASSETS 13,350 13,622 13,587 5,709 6,101 5,556
Shareholder’s equity 2,412 2,424 2,302 2,748 3,200 3,393
Non current liabilities 8,398 9,029 9,466 1,914 1,895 1,349
Current liabilities 2,540 2,169 1,819 1,047 1,006 814
TOTAL LIABILITIES 13,350 13,622 13,587 5,709 6,101 5,556
Revenue from sales 11,886 9,049 7,134 9,929 7,388 4,665
NET INCOME 122 222 289 409 490 615
OTHER COMPREHENSIVE INCOME 16 20 2 (21) 80 (11)
% owned 37.50% 37.50% 37.50%
Revaluation identifiable assets on equity affiliates - - - - - -
Equity value 905 909 863 740 814 832
Profit/(loss) 46 83 108 198 190 211
Share of Other Comprehensive Income, net amount 40 (82) 22 6 (12) 6
Dividends paid to the Group 56 45 - 271 201 292

Saudi Aramco Total Refining & Petrochemicals is an entity including The Group’s interests in associates of the Refining & Chemicals
a refinery in Jubail, Saudi Arabia, with a capacity of 440,000 barrels/day segment, operating steam crackers and polyethylene lines in Qatar
with integrated petrochemical units. have been combined: Qatar Petrochemical Company Ltd. (20.00%),
Qatofin (49.09%), Laffan Refinery (10.00%) and Laffan Refinery II
(10.00%).

290 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 8
8
B) Information related to joint ventures
The information (100% gross) related to significant joint ventures is as follows:
Liquefaction entities Hanwha Total Petrochemicals
(Exploration & Production) (Refining & Chemicals)

(M$) 2018 2017 2016 2018 2017 2016

Non current assets 68,003 59,422 47,014 4,017 3,989 3,454


Current assets excluding cash and cash equivalents 1,928 966 922 2,180 2,258 1,506
Cash and cash equivalents 339 1,258 703 237 283 473
TOTAL ASSETS 70,270 61,646 48,639 6,434 6,530 5,433
Shareholder’s equity 7,059 4,037 2,961 3,534 3,612 2,947
Other non current liabilities 3,472 504 327 157 148 120
Non current financial debts 56,841 55,566 43,980 1,418 1,078 1,105
Other current liabilities 2,898 1,539 1,371 725 1,144 764
Current financial debts - - - 600 548 497
TOTAL LIABILITIES 70,270 61,646 48,639 6,434 6,530 5,433
Revenue from sales 2,908 37 52 10,191 8,565 7,057
Depreciation and depletion of tangible assets and mineral interests (1,227) (10) (12) (269) (264) (259)
Interest income 119 16 5 9 - -
Interest expense (670) (15) (7) (5) (3) (3)
Income taxes (386) 338 (29) (310) (369) (338)
NET INCOME 2,029 (1,730) 449 754 973 930
OTHER COMPREHENSIVE INCOME 132 97 166 (169) 398 (79)
% owned 50.00% 50.00% 50.00%
Revaluation identifiable assets on equity affiliates 683 905 905 - - -
Equity value 2,404 2,049 1,555 1,767 1,806 1,474
Profit/(loss) 192 (348) 88 377 486 465
Share of Other Comprehensive Income, net amount 40 29 50 (67) 170 22
Dividends paid to the Group - - - 332 353 256

The Group’s interests in joint ventures operating liquefaction plants Hanwha Total Petrochemicals is a South Korean company that
have been combined. The amounts include investments in Yamal operates a petrochemical complex in Daesan (condensate separator,
LNG in Russia (20.02% direct holding) and Ichthys LNG in Australia steam cracker, styrene, paraxylene, polyolefins).
(30.00%).
Off balance sheet commitments relating to joint ventures are disclosed
in Note 13 of the Consolidated Financial Statements.

Registration Document 2018 TOTAL 291


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 8

C) Other equity consolidated affiliates


In Group share, the main aggregated financial items in equity consolidated affiliates including assets held for sale, which have not been
presented individually are as follows:
2018 2017 2016
As of December 31, Joint Joint Joint
(M$) Associates ventures Associates ventures Associates ventures

Non Current assets 4,512 2,487 2,908 2,428 3,047 1,971


Current assets 1,263 752 1,156 1,150 1,365 825
TOTAL ASSETS 5,775 3,239 4,064 3,578 4,412 2,796
Shareholder’s equity 1,438 1,108 885 1,102 804 1,010
Non current liabilities 3,254 1,585 2,171 1,281 2,369 985
Current liabilities 1,083 546 1,008 1,195 1,239 801
TOTAL LIABILITIES 5,775 3,239 4,064 3,578 4,412 2,796

2018 2017 2016


For the year ended December 31, Joint Joint Joint
(M$) Associates ventures Associates ventures Associates ventures

Revenues from sales 2,542 11,914 2,226 4,358 2,603 3,181


NET INCOME 380 281 361 183 486 131
Share of other comprehensive
income items (16) (52) (22) (75) (12) 16
Equity value 2,235 1,188 885 936 804 1,010
Profit/(Loss) 380 272 361 183 486 131
Dividends paid to the Group 416 49 328 147 308 30

8.2 Other investments

ACCOUNTING POLICIES
Other investments are equity instruments and are measured For other shares, if the fair value is not reliably determinable, they
according to IFRS 9 at fair value through profit and loss (default are recorded at their acquisition value.
option). On initial recognition, the standard allows to make an
For years prior to the application of IFRS 9, equity instruments
election and record the changes of fair value in other
were classified as available for sale financial assets and measured
comprehensive income. For these securities, only dividends can
at fair value.
be recognized in profit or loss.
For securities traded in active markets, this fair value was equal to
The Group recognizes changes in fair value in equity or in profit
the market price. Changes in fair value were recorded in other
or loss according to the option chosen on an instrument by
comprehensive income. If there was any evidence of a significant
instrument basis.
or long-lasting impairment loss, a loss was recorded in the
For securities traded in active markets, this fair value is equal to statement of income. This impairment was irreversible.
the market price.
For other securities, if the fair value was not reliably determinable,
the securities were recorded at their historical value.

292 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 8
8
For the year 2018, As of Increase – Change in As of
(M$) January 1, (Decrease) fair value December 31,

Tellurian Investments Inc. 207 - - 207


Other shares through fair value OCI
(unit value < $50M) 77 80 (2) 155
EQUITY INSTRUMENTS RECORDED
THROUGH FAIR VALUE OCI 284 80 (2) 362
BBPP 62 - - 62
BTC Limited 55 - (5) 50
DUNKERQUE LNG SAS 144 (217) 73 -
Total Lubrificantes do Brasil (a) - 111 - 111
Other shares through fair value P&L
(unit value < $50M) 1,182 (346) - 836
EQUITY INSTRUMENTS RECORDED
THROUGH FAIR VALUE P&L 1,443 (452) 68 1,059
TOTAL EQUITY INSTRUMENTS 1,727 (372) 66 1,421

(a) Total Lubrificantes do Brasil will be consolidated in 2019.

As of December 31, 2017 Historical Unrealized Balance


(M$) value gain (loss) sheet value

Other equity securities publicly traded in active markets 8 42 50


TOTAL EQUITY SECURITIES PUBLICLY TRADED IN ACTIVE MARKETS (a) 8 42 50
BBPP 62 - 62
BTC Limited 55 - 55
DUNKERQUE LNG SAS 144 - 144
Tellurian Investments Inc. 207 - 207
Total Eren Holding SA (b) 285 - 285
Greenflex (b) 76 - 76
Other equity securities (unit value < $50 million) 848 - 848
TOTAL OTHER EQUITY SECURITIES (a) 1,677 - 1,677
OTHER INVESTMENTS 1,685 42 1,727

As of December 31, 2016 Historical Unrealized Balance


(M$) value gain (loss) sheet value

Areva 17 - 17
Other equity securities publicly traded in active markets 8 29 37
TOTAL EQUITY SECURITIES PUBLICLY TRADED IN ACTIVE MARKETS (a) 25 29 54
BBPP 62 - 62
BTC Limited 121 - 121
DUNKERQUE LNG SAS 133 - 133
Other equity securities (unit value < $50 million) 763 - 763
8
TOTAL OTHER EQUITY SECURITIES (a) 1,079 - 1,079
OTHER INVESTMENTS 1,104 29 1,133

(a) Including cumulative impairments of $2,029 million in 2017 and $1,633 million in 2016.
(b) Acquisitions made in the fourth quarter 2017 and consolidated in 2018.

Registration Document 2018 TOTAL 293


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Notes 8 and 9

8.3 Related 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$) 2018 2017 2016

Balance sheet
Receivables
Debtors and other debtors 496 492 492
Loans (excl. loans to equity affiliates) 57 63 65

Payables
Creditors and other creditors 888 1,161 897
Debts 2 2 6

For the year ended December 31, (M$) 2018 2017 2016

Statement of income
Sales 4,192 3,407 2,270
Purchases (9,253) (7,354) (4,882)
Financial income 2 6 6
Financial expense (5) (9) -

8.4 Compensation for the administration and management bodies

The aggregate amount of direct and indirect compensation accounted The main Group executive officers include the members of the
by the French and foreign affiliates of the Company, for all executive Executive Committee and the four directors of the corporate functions
officers of TOTAL as of December 31, 2018 and for the members of members of the Group Performance Management Committee
the Board of Directors who are employees of the Group, is detailed (Communication, Legal, Health, Safety and Environment, Strategy &
below. Climate), the Deputy Chief Financial Officer of the Group and the
Group Treasurer.

For the year ended December 31, (M$) 2018 2017 2016

Number of people 15 15 14
Direct or indirect compensation 17.7 15.6 13.4
Pension expenses (a) 2.5 10.8 6.1
Share-based payments expense (IFRS 2) (b) 12.6 6.5 5.3

(a) The benefits provided for executive officers of the Group and the members of the Board of Directors, who are employees of the Group, include severance to be paid upon retirement,
supplementary pension schemes and insurance plans, which represent $117.0 million provisioned as of December 31, 2018 (against $119.7 million as of December 31, 2017 and
$104.7 million as of December 31, 2016).
The decrease in the pension expenses in 2018 is due to the recognition in 2017 of the entire expense related to the agreement on the transition from work to retirement in France.
(b) Share-based payments expense computed for the executive officers and the members of the Board of Directors who are employees of the Group and based on the principles of IFRS 2
“Share-based payments” described in Note 9. The achievement of the performance conditions for the grant of the number of shares (82%) having been higher than assumption used for
the estimation (70%) for the year 2017, the grant rate of the 2015 to 2018 plans has been revised upwards.

The compensation allocated to members of the Board of Directors for directors’ fees totaled $1.65 million in 2018 (against $1.44 million in
2017 and $1.22 million in 2016).

NOTE 9 Shareholders’ equity and share-based payments

9.1 Shareholders’ equity Pursuant to the Company’s bylaws (Statutes), no shareholder may
cast a vote at a Shareholders’ Meeting, either by himself or through an
Number of TOTAL shares agent, representing more than 10% of the total voting rights for the
Company’s shares. This limit applies to the aggregated amount of
There is only one category of shares of TOTAL S.A., and the shares
voting rights held directly, indirectly or through voting proxies. However,
have a par value of €2.50, as of December 31, 2018. Shares may
in the case of double voting rights, this limit may be extended to 20%.
be held in either bearer or registered form.
These restrictions no longer apply if any individual or entity, acting
Double voting rights are assigned to shares that are fully-paid and
alone or in concert, acquires at least two-thirds of the total share
held in registered form in the name of the same shareholder for at
capital of the Company, directly or indirectly, following a public tender
least two years, with due consideration for the total portion of the
offer for all of the Company’s shares.
share capital represented. Double voting rights are also assigned,
in the event of an increase in share capital by incorporation of reserves, The authorized share capital amounts to 3,669,077,772 shares as of
profits or premiums, to registered shares granted for free to a December 31, 2018 compared to 3,434,245,369 shares as of
shareholder due to shares already held that are entitled to this rights. December 31, 2017 and 3,449,682,749 as of December 31, 2016.
As of December 31, 2018, the share capital of TOTAL S.A. amounted
to €6,601,505,017.50.

294 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9
8
Share cancellation Fiscal year 2017
Fiscal year 2018 In fiscal year 2017, TOTAL S.A. did not cancel any shares.
TOTAL S.A. completed a share capital decrease by way of treasury Fiscal year 2016
shares cancellation. The Board of Directors met on December 12,
The Board of Directors of TOTAL S.A. decided, on December 15,
2018 and decided, following the authorization granted by the
2016, following the authorization of the Extraordinary Shareholders’
Extraordinary Shareholders’ Meeting of May 26, 2017, to cancel
Meeting of May 11, 2012, to cancel 100,331,268 treasury shares.
44,590,699 TOTAL shares repurchased on the market. This
Those shares were previously repurchased off-market from four of its
transaction had no impact on the Consolidated Financial Statements
100% indirectly controlled subsidiaries. Following this transaction,
of TOTAL S.A., the number of fully-diluted weighted-average shares
the Group affiliates no longer hold TOTAL shares. These transactions
and on the earnings per share.
had no impact on the Consolidated Financial Statements of
TOTAL S.A., the fully-diluted weighted-average shares and on the
earnings per share.

Variation of the number of shares composing the share capital

AS OF DECEMBER 31, 2015 (a) 2,440,057,883


Shares issued Capital increase as payment of the scrip dividend (second 2015 interim dividend,
in connection with: third 2015 interim dividend, 2015 final dividend and first 2016 interim dividend) 88,401,329
Exercise of TOTAL share subscription options 2,237,918
Cancellation of treasury shares (100,331,268)
AS OF DECEMBER 31, 2016 (b) 2,430,365,862
Shares issued Capital increase reserved for employees 9,532,190
in connection with:
Capital increase as payment of the scrip dividend (second 2016 interim dividend,
third 2016 interim dividend, 2016 final dividend and first 2017 interim dividend) 86,442,256
Exercise of TOTAL share subscription options 2,649,308
AS OF DECEMBER 31, 2017 (c) 2,528,989,616
Shares issued Capital increase reserved for employees 9,354,889
in connection with:
Capital increase as payment of the scrip dividend (second 2017 interim dividend,
third 2017 interim dividend, 2017 final dividend and first 2018 interim dividend) 47,229,037
Exercise of TOTAL share subscription options 2,096,571
Issuance of shares in consideration for the acquisition of Maersk Olie og Gas A/S 97,522,593
Cancellation of treasury shares (44,590,699)
AS OF DECEMBER 31, 2018 (d) 2,640,602,007

(a) Including 113,967,758 treasury shares deducted from consolidated shareholders’ equity.
(b) Including 10,587,822 treasury shares deducted from consolidated shareholders’ equity.
(c) Including 8,376,756 treasury shares deducted from consolidated shareholders’ equity.
(d) Including 32,473,281 treasury shares deducted from consolidated shareholders’ equity.

Capital increase reserved for Group employees a price of €37.20 per share and of the issuance of 180,072 shares
with a nominal value of €2.50 granted as free shares. The issuance
The Combined General Meeting of June 1, 2018, in its eighteenth
of the shares was acknowledged on May 3, 2018. Moreover, the
resolution, granted the authority to the Board of Directors to carry
Board of Directors of April 25, 2018, by virtue of the twenty-fourth
out a capital increase, in one or more occasion(s) within a maximum
resolution of the Combined General Meeting of May 24, 2016,
period of twenty-six months, reserved to members (employees and
decided to grant, 6,784 free shares to 1,360 beneficiaries subject to
retirees) of a company or group savings plan of the Company.
In fiscal year 2018, following this delegation, the Board of Directors
a presence condition during the five-year acquisition period ending
on April 25, 2023, as a deferred contribution.
8
of September 19, 2018 decided to proceed with a capital increase
In fiscal year 2017, TOTAL S.A. completed a capital increase reserved
reserved for Group employees and retirees that included a classic
for Group employees and retirees which resulted in the subscription
offering and a leveraged offering depending on the employees’ or
of 9,350,220 shares with a nominal value of €2.50 and a price of
retirees’ choice, within the limit of 18 million shares with immediate
€38.10 per share and of the issuance of 181,970 shares with a par
dividend rights. The Board of Directors has granted all powers to the
value of €2.50 granted as free shares. The issuance of the shares
Chairman and Chief Executive Officer to determine the opening and
was acknowledged on April 26, 2017. Moreover, the Board of
closing dates of the subscription period and the subscription price.
Directors, during its meeting on April 26, 2017, by virtue of the
This capital increase will open in 2019 and is expected to be
twenty-fourth resolution of the Combined General Meeting of May
completed after the General Meeting of May 29, 2019.
24, 2016, decided to grant 10,393 free shares to 2,086 beneficiaries
In the fiscal year 2018, TOTAL S.A. also completed a capital increase subject to a presence condition during the five-year acquisition period
reserved for Group employees and retirees which resulted in the ending on April 26, 2022, as a deferred contribution.
subscription of 9,174,817 shares with a nominal value of €2.50 and

Registration Document 2018 TOTAL 295


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9

Treasury shares

ACCOUNTING POLICIES
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.

TOTAL shares held by TOTAL S.A.


As of December 31, 2018 2017 2016

Number of treasury shares 32,473,281 8,376,756 10,587,822


Percentage of share capital 1.23% 0.33% 0.44%
Of which shares acquired with the intention to cancel them 27,360,278 - -
Of which shares allocated to TOTAL share performance plans for Group employees 5,044,817 8,345,847 10,555,887
Of which shares intended to be allocated to new TOTAL share subscription
or purchase options plans or to new share performance plans 68,186 30,909 31,935

Paid-in surplus Reserves


In accordance with French law, the paid-in surplus corresponds to Under French law, 5% of net income must be transferred to the legal
premiums related to shares issuances, contributions or mergers of reserve until the legal reserve reaches 10% of the nominal value of
the parent company which can be capitalized or used to offset losses the share capital. This reserve cannot be distributed to the shareholders
if the legal reserve has reached its minimum required level. The amount other than upon liquidation but can be used to offset losses.
of the paid-in surplus may also be distributed subject to taxation
If wholly distributed, the unrestricted reserves of the parent company
except in cases of a refund of shareholder contributions.
would be taxed for an approximate amount of $607 million as of
As of December 31, 2018, paid-in surplus relating to TOTAL S.A. December 31, 2018 ($750 million as of December 31, 2017 and
amounted to €37,276 million (€32,882 million as of December 31, $569 million as of December 31, 2016) with regards to additional
2017 and €28,961 million as of December 31, 2016). corporation tax to be applied on regulatory reserves so that they
become distributable.

296 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9
8
Earnings per share

ACCOUNTING POLICIES
Earnings per share is calculated by dividing net income (Group share) The weighted-average number of fully-diluted shares is calculated
by the weighted-average number of common shares outstanding in accordance with the treasury stock method provided for by
during the period, excluding TOTAL shares held by TOTAL S.A. IAS 33. The proceeds, which would be recovered in the event of
(Treasury shares) which are deducted from consolidated an exercise of rights related to dilutive instruments, are presumed
shareholders’ equity. 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
Diluted earnings per share is calculated by dividing net income
total number of shares that would result from the exercise of rights.
(Group share) by the fully-diluted weighted-average number of
common shares outstanding during the period. Treasury shares In compliance with IAS 33, earnings per share and diluted earnings
held by the parent company, TOTAL S.A. are deducted from per share are based on the net income after deduction of the
consolidated shareholders’ equity. These shares are not remuneration due to the holders of deeply subordinated notes.
considered outstanding for purposes of this calculation which also
takes into account the dilutive effect of share subscription or
purchase options plans, share grants and capital increases with a
subscription period closing after the end of the fiscal year.

The variation of both weighted-average number of shares and weighted-average number of diluted shares respectively, as of December 31,
respectively used in the calculation of earnings per share and fully-diluted earnings per share is detailed as follows:
2018 2017 2016

NUMBER OF SHARES AS OF JANUARY 1, 2,528,989,616 2,430,365,862 2,440,057,883

Number of shares issued during the year (pro rated)


Exercise of TOTAL share subscription options 1,351,465 1,198,036 538,621
Exercise of TOTAL share purchase options - - -
Total performance shares 2,039,729 1,105,796 1,524,172
Capital increase reserved for employees 6,236,593 6,354,793 -
Issuance of shares in consideration for the
acquisition of Maersk Olie og Gas A/S 81,268,828 - -
Capital increase as payment of the scrip dividend 26,352,572 53,365,971 51,029,237
Buyback of treasury shares including: (30,405,112) - 4,180,470
Treasury shares repurchased from subsidiaries
and cancelled on December 15, 2016 - - 4,180,470
Shares repurchased in 2018 to cancel the dilution
caused by the scrip dividend payment (30,102,242) - -
Shares repurchased in 2018 to cover for the stock options plans (302,870) - -
Cancellation of treasury shares on December 15, 2016 - - (4,180,470)
Total shares held by TOTAL S.A. or by its subsidiaries
and deducted from shareholders’ equity (8,376,756) (10,587,822) (113,967,758)
WEIGHTED-AVERAGE NUMBER OF SHARES 2,607,456,934 2,481,802,636 2,379,182,155

Dilutive effect
Grant of TOTAL share subscription or purchase options 296,830 727,864 630,474
Grant of TOTAL performance shares 13,794,896 10,238,411 9,058,264
Capital increase reserved for employees 2,167,784 1,987,502 843,043
8
WEIGHTED-AVERAGE NUMBER OF DILUTED SHARES 2,623,716,444 2,494,756,413 2,389,713,936

Earnings per share in euros opening price of the shares for the 20 trading days preceding
the Board of Directors meeting, reduced by the amount of the
The earnings per share in euros, obtained from the earnings per
interim dividend, without a discount, and rounded up to the
share in dollars, converted by using the average exchange rate
nearest cent. The ex-dividend date of this interim dividend was
euro/dollar, is €3.62 per share for 2018 closing (€2.97 for 2017
September 25, 2018 and on October 12, 2018 the dividend was
closing). The fully-diluted earnings per share calculated by using the
paid in cash and in shares; and
same method is €3.59 per share for 2018 closing (€2.96 for 2017
closing). — on December 12, 2018, the Board of Directors decided on the
payment of the second interim dividend for fiscal year 2018 of
Dividend €0.64 per share set the issuance price of these newly issued
shares at €48.27 per share, equal to the average Euronext Paris
TOTAL S.A. has distributed and paid the following interim dividends
opening price of the shares for the 20 trading days preceding
with respect to fiscal year 2018:
the Board of Directors meeting, reduced by the amount of the
— on September 19, 2018, the Board of Directors decided on the second interim dividend, without a discount and rounded up to
payment of the first interim dividend for fiscal year 2018 of the nearest cent. The ex-dividend date of this interim dividend
€0.64 per share and set the issuance price of these newly issued was December 18, 2018 and on January 10, 2019, the dividend
shares at €52.95 per share, equal to the average Euronext Paris was paid to shareholders in cash or shares.

Registration Document 2018 TOTAL 297


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9

The Board of Directors, during its October 25, 2018 meeting, decided — deeply subordinated note 3.369% perpetual maturity callable
to set the third interim dividend for fiscal year 2018 of €0.64 per after 10 years (€1,500 million).
share. The ex-dividend date will be March 19, 2019, and this interim
In 2015, the Group issued two tranches of perpetual subordinated
dividend will be paid on April 5, 2019.
notes in euros through TOTAL S.A.:
A resolution will be submitted at the Shareholders’ Meeting on May
— deeply subordinated note 2.250% perpetual maturity callable
29, 2019 to pay a dividend of €2.56 per share for the 2018 fiscal
after 6 years (€2,500 million);
year, as a balance of €0.64 per share to be distributed after deducting
the three interim dividends of €0.64 per share that will have already — deeply subordinated note 2.625% perpetual maturity callable
been paid. after 10 years (€2,500 million).
Based on their characteristics (mainly no mandatory repayment and
Issuance of perpetual subordinated notes
no obligation to pay a coupon except in the event of a dividend
The Group did not issue any perpetual subordinated notes in 2018 distribution) and in compliance with IAS 32 standard – Financial
nor in 2017. instruments – Presentation, these notes were recorded in equity.
In 2016, the Group issued three tranches of perpetual subordinated As of December 31, 2018, the amount of the perpetual deeply
notes in euros through TOTAL S.A.: subordinated note booked in the Group shareholders’ equity is
$10,328 million. The coupons attributable to the holders of these
— deeply subordinated note 3.875% perpetual maturity callable
securities are booked in deduction of the Group shareholders’ equity
after 6 years (€1,750 million);
for an amount of $315 million for fiscal year 2018 closing. The tax
— deeply subordinated note 2.708% perpetual maturity callable saving due to these coupons is booked in the statement of income.
after 6.6 years (€1,000 million); and

Other comprehensive income


Detail of other comprehensive income showing both items potentially reclassifiable and those not potentially reclassifiable from equity to net
income is presented in the table below:
For the year ended December 31, (M$) 2018 2017 2016

Actuarial gains and losses (12) 823 (371)


Change in fair value of investments in equity instruments - - -
Tax effect 13 (390) 55
Currency translation adjustment generated
by the parent company (4,022) 9,316 (1,548)
SUB-TOTAL ITEMS NOT POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS (4,021) 9,749 (1,864)
Currency translation adjustment 1,113 (2,578) (1,098)
– Unrealized gain/(loss) of the period 1,238 (2,408) (543)
– Less gain/(loss) included in net income 125 170 555
Available for sale financial assets - 7 4
– Unrealized gain/(loss) of the period - 7 4
– Less gain/(loss) included in net income - - -
Cash flow hedge 25 324 239
– Unrealized gain/(loss) of the period (94) 584 186
– Less gain/(loss) included in net income (119) 260 (53)
Variation of foreign currency basis spread (80) - -
– Unrealized gain/(loss) of the period (80) - -
– Less gain/(loss) included in net income - - -
Share of other comprehensive income
of equity affiliates, net amount (540) (677) 935
– Unrealized gain/(loss) of the period (495) (655) 933
– Less gain/(loss) included in net income 45 22 (2)
Other (5) - 1
Tax effect 14 (100) (76)
SUB-TOTAL ITEMS POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS 527 (3,024) 5
TOTAL OTHER COMPREHENSIVE INCOME, NET AMOUNT (3,494) 6,725 (1,859)

298 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9
8
The currency translation adjustment by currency is detailed in the following table:
As of December 31, 2018 Pound Other
(M$) Total Euro sterling Ruble currencies

Currency translation adjustment generated


by the parent company (4,022) (4,022) - - -
Currency translation adjustment 1,113 1,883 (431) (10) (329)
Currency translation adjustment of equity affiliates (564) 343 14 (805) (116)
TOTAL CURRENCY TRANSLATION ADJUSTMENT
RECOGNIZED IN COMPREHENSIVE INCOME (3,473) (1,796) (417) (815) (445)

As of December 31, 2017 Pound Other


(M$) Total Euro sterling Ruble currencies

Currency translation adjustment generated


by the parent company 9,316 9,316 - - -
Currency translation adjustment (2,578) (3,275) 462 3 232
Currency translation adjustment of equity affiliates (730) (1,099) (25) 207 187
TOTAL CURRENCY TRANSLATION ADJUSTMENT
RECOGNIZED IN COMPREHENSIVE INCOME 6,008 4,943 436 210 419

As of December 31, 2016 Pound Other


(M$) Total Euro sterling Ruble currencies

Currency translation adjustment generated


by the parent company (1,548) (1,548) - - -
Currency translation adjustment (1,098) (184) (887) 7 (34)
Currency translation adjustment of equity affiliates 890 223 54 643 (30)
TOTAL CURRENCY TRANSLATION ADJUSTMENT
RECOGNIZED IN COMPREHENSIVE INCOME (1,756) (1,509) (833) 650 (64)

Tax effects relating to each component of other comprehensive income are as follows:
2018 2017 2016

For the year ended December 31, Pre-tax Tax Net Pre-tax Tax Net Pre-tax Tax Net
(M$) amount effect amount amount effect amount amount effect amount

Actuarial gains and losses (12) 13 1 823 (390) 433 (371) 55 (316)
Change in fair value of investments
in equity instruments - - - - - - - - -
Currency translation adjustment generated
by the parent company (4,022) - (4,022) 9,316 - 9,316 (1,548) - (1,548)
SUB-TOTAL ITEMS NOT POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS (4,034) 13 (4,021) 10,139 (390) 9,749 (1,919) 55 (1,864)
Currency translation adjustment 1,113 - 1,113 (2,578) - (2,578) (1,098) - (1,098)
Available for sale financial assets - - - 7 (3) 4 4 - 4
Cash flow hedge 25 (6) 19 324 (97) 227 239 (76) 163
Variation of foreign currency basis spread (80) 20 (60) - - - - - - 8
Share of other comprehensive income
of equity affiliates, net amount (540) - (540) (677) - (677) 935 - 935
Other (5) - (5) - - - 1 - 1
SUB-TOTAL ITEMS POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS 513 14 527 (2,924) (100) (3,024) 81 (76) 5
TOTAL OTHER COMPREHENSIVE INCOME (3,521) 27 (3,494) 7,215 (490) 6,725 (1,838) (21) (1,859)

Non-controlling interests
As of December 31, 2018, no subsidiary has non-controlling interests that would be material to the Group financial statements.

Registration Document 2018 TOTAL 299


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9

9.2 Share-based payments

ACCOUNTING POLICIES
The Group may grant employees share subscription or purchase The number of allocated equity instruments can be revised during
options plans and offer its employees the opportunity to subscribe the vesting period in cases of non-compliance with performance
to reserved capital increases. These employee benefits are conditions, with the exception of those related to the market, or
recognized as expenses with a corresponding credit to according to the rate of turnover of the beneficiaries.
shareholders’ equity.
The cost of employee-reserved capital increases is immediately
The expense is equal to the fair value of the instruments granted. expensed.
The expense is recognized on a straight-line basis over the period
The cost of the capital increase reserved for employees consists
in which the advantages are acquired.
of the cost related to the discount on all the shares subscribed
The fair value of the options is calculated using the Black-Scholes using both the classic and the leveraged schemes, and the
model at the grant date. opportunity gain for the shares subscribed using the leveraged
scheme. This opportunity gain corresponds to the benefit of
For restricted share plans, the fair value is calculated using the
subscribing to the leveraged offer, rather than reproducing the
market price at the grant date after deducting the expected
same economic profile through the purchase of options in the
distribution rate during the vesting period. The global cost is
market for individual investors. The global cost is reduced to take
reduced to take into account the non-transferability over a 2-year
into account the non-transferability of the shares that could be
holding period of the shares that could be awarded.
subscribed by the employees over a period of five years.

A) TOTAL share subscription or purchase option plans


Weighted
average
exercise
2008 Plan 2009 Plan 2010 Plan 2011 Plan Total price

Date of the Shareholders’ Meeting 5/11/2007 5/11/2007 5/21/2010 5/21/2010


Award date (a) 10/9/2008 9/15/2009 9/14/2010 9/14/2011
Strike price 42.90 € 39.90 € 38.20 € 33.00 €
Expiry date 10/9/2016 9/15/2017 9/14/2018 9/14/2019
Number of options
Existing options as of January 1, 2016 2,561,502 2,710,783 3,323,246 722,309 9,317,840 39.58 €
Granted - - - - - -
Cancelled (b) (1,794,304) - - - (1,794,304) 42.90 €
Exercised (767,198) (931,730) (443,009) (95,981) (2,237,918) 40.80 €
Existing options as of January 1, 2017 - 1,779,053 2,880,237 626,328 5,285,618 38.16 €
Granted - - - - - -
Cancelled (b) - (195,370) - - (195,370) 39.90 €
Exercised - (1,583,683) (929,865) (135,760) (2,649,308) 38.95 €
Existing options as of January 1, 2018 - - 1,950,372 490,568 2,440,940 37.15 €
Granted - - - - - -
Cancelled (b) - - (79,139) - (79,139) 38.20 €
Exercised - - (1,871,233) (225,338) (2,096,571) 37.64 €
EXISTING OPTIONS
AS OF DECEMBER 31, 2018 - - - 265,230 265,230 33.00 €

(a) The grant date is the date of the Board meeting awarding the share subscription or purchase options, except for the grant of October 9, 2008, decided by the Board on September 9, 2008.
(b) Out of the options canceled in 2016, 2017 and 2018, 1,794,304 options that were not exercised expired on October 9, 2016 due to the expiry of the 2008 plan, 195,370 options that
were not exercised expired on September 15, 2017 due to expiry of 2009 plan and 79,139 options that were not exercised expired on September 14, 2018 due to expiry of 2010 plan.

Options are exercisable, subject to a presence condition, after a employees of non-French subsidiaries as of the date of the grant, who
2-year period from the date of the Board meeting awarding the options may transfer the underlying shares after a 2-year period from the date
and expire eight years after this date. The underlying shares cannot be of the grant.
transferred during four years from the date of grant. For the 2008 to
Since September 14, 2011, no new TOTAL share subscription or
2011 Plans, the 4-year transfer restriction period does not apply to
purchase options plan was decided.

300 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9
8
B) TOTAL performance share plans
2013 Plan 2014 Plan 2015 Plan 2016 Plan 2017 Plan 2018 Plan Total

Date of the Shareholders’ Meeting 5/13/2011 5/16/2014 5/16/2014 5/24/2016 5/24/2016 5/24/2016
Award date 7/25/2013 7/29/2014 7/28/2015 7/27/2016 7/26/2017 3/14/2018
Date of the final award
(end of the vesting period) 7/26/2016 7/30/2017 7/29/2018 7/28/2019 7/27/2020 3/15/2021
Transfer authorized as from 7/26/2018 7/30/2019 7/29/2020 7/29/2021 7/28/2022 3/16/2023
Grant date IFRS 2 fair value €32.64 €44.66 €35.90 €35.37 €35.57 €36,22
Number of performance shares
Outstanding as of January 1, 2016 4,350,830 4,402,460 4,760,505 - - - 13,513,795
Notified - - - 5,639,400 - - 5,639,400
Cancelled (a) (1,303,506) (37,100) (29,170) (1,730) - - (1,371,506)
Finally granted (a) (3,047,324) (860) (600) (110) - - (3,048,894)
Outstanding as of January 1, 2017 - 4,364,500 4,730,735 5,637,560 - - 14,732,795
Notified - - - - 5,679,949 - 5,679,949
Cancelled - (2,157,820) (31,480) (29,050) (910) - (2,219,260)
Finally granted - (2,206,680) (1,950) (1,410) - - (2,210,040)
Outstanding as of January 1, 2018 - - 4,697,305 5,607,100 5,679,039 - 15,983,444
Notified - - - - - 6,083,145 6,083,145
Cancelled - - (621,568) (61,840) (26,640) (12,350) (722,398)
Finally granted - - (4,075,737) (2,040) (1,480) - (4,079,257)
OUTSTANDING
AS OF DECEMBER 31, 2018 - - - 5,543,220 5,650,919 6,070,795 17,264,934

(a) The number of performance shares finally granted in 2016 has been adjusted by 226 performance shares granted in 2017.

The performance shares, which are bought back by the TOTAL S.A. — annual variation in net cash-flow per share, in USD.
on the market, are finally granted to their beneficiaries after a 3-year
TOTAL S.A.’s ranking will determined a grant rate for each year and
vesting period for the 2013 plan and following Plans, from the date
each criteria:
of the grant. The final grant is subject to a continued employment
condition as well as one performance condition for the 2013 and Ranking Grant rate
2014 plans and two performance conditions for the 2015 plans and
1st place 180%
subsequent plans. Moreover, the transfer of the performance shares
finally granted will not be permitted until the end of a 2-year holding 2 place
nd 130%
period from the date of the final grant.
3rd place 80%
2018 Plan 4 and 5 places
th th 0%
The Board of Directors, on March 14, 2018, granted performance
shares to certain employees and executive directors of the Company For each performance condition, the average of the three grant rates
or Group companies, subject to the fulfilment of the presence (on each of the three financial years on which the performance
condition and two performance conditions. conditions are based), will be expressed in percentage and capped
at 100%.
The presence condition applies to all shares. The performance
conditions apply for all shares granted to senior executives. The grant
C) SunPower plans
of the first 150 shares to non-senior executive are not subject to the
performance condition abovementioned, but the performance During fiscal 2018, SunPower had three stock incentive plans: the
8
conditions will apply to any shares granted above this threshold. Third Amended and Restated 2005 SunPower Corporation Stock
Incentive Plan (“2005 Plan”); the PowerLight Corporation Common
The performance conditions, weighting for 50% of the final grant
Stock Option and Common Stock Purchase Plan (“PowerLight Plan”);
rate, are the Group’s ranking relative to those of its peers (ExxonMobil,
and the SunPower Corporation 2015 Omnibus Incentive Plan (“2015
Royal Dutch Shell, BP and Chevron) according to the following two
Plan”). The PowerLight Plan, which was adopted by PowerLight’s
criteria:
Board of Directors in October 2000, was assumed by SunPower by
— Total Shareholder Return (TSR), which is calculate annually way of the acquisition of PowerLight in fiscal 2007. The 2005 Plan
using the average of closing prices over one quarter, in USD, at was adopted by the SunPower’s Board of Directors in August 2005,
the beginning and at the end of each three-year period (Q4 year and was approved by shareholders in November 2005. The 2015
N/Q4 year N-3). The dividend is considered as being reinvested Plan, which subsequently replaced the 2005 Plan, was adopted by
on the closing price basis, on the ex-dividend date; and the SunPower’s Board of Directors in February 2015, and was

Registration Document 2018 TOTAL 301


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9

approved by shareholders in June 2015. On November 13, 2018, Incentive stock options, nonstatutory stock options, and stock
SunPower filed post-effective amendments to registration statements appreciation rights may be granted at no less than the fair value of
associated with the 2005 Plan and the PowerLight Plan, among the common stock on the date of grant. The options and rights
others, to deregister shares no longer required to be registered for become exercisable when and as determined by SunPower’s Board
issuance under those plans, as no new awards had been made and of Directors, although these terms generally do not exceed ten years
all options had been exercised or had expired. The 2015 Plan allows for stock options. SunPower has not granted stock options since
for the grant of options, as well as grant of stock appreciation rights, fiscal 2008. All previously granted stock options have been exercised
restricted stock grants, restricted stock units and other equity rights. or expired and accordingly no options remain outstanding. Under
The 2015 Plan also allows for tax withholding obligations related to the 2015 Plan, the restricted stock grants and restricted stock units
stock option exercises or restricted stock awards to be satisfied typically vest in equal installments annually over three or four years.
through the retention of shares otherwise released upon vesting.
The majority of shares issued are net of the minimum statutory
The 2015 Plan includes an automatic annual increase mechanism withholding requirements that SunPower pays on behalf of its
equal to the lower of three percent of the outstanding shares of all employees. During fiscal 2018, 2017, and 2016, SunPower withheld
classes of the SunPower’s common stock measured on the last day 0.7 million, 0.6 million and 1.0 million shares, respectively, to satisfy
of the immediately preceding fiscal year, 6 million shares, or such the employees’ tax obligations. SunPower pays such withholding
other number of shares as determined by SunPower’s Board of requirements in cash to the appropriate taxing authorities. Shares
Directors. In fiscal 2015, the SunPower’s Board of Directors voted to withheld are treated as common stock repurchases for accounting
reduce the stock incentive plan’s automatic increase from 3% to 2% and disclosure purposes and reduce the number of shares
for 2016. As of December 31, 2018, approximately 11.2 million outstanding upon vesting.
shares were available for grant under the 2015 Plan.
There were no options outstanding and exercisable as of December
31, 2018. The intrinsic value of the options exercised in fiscal 2018,
2017, and 2016 were zero, $1.7 thousand, and zero, respectively.
There were no stock options granted in fiscal 2018, 2017, and 2016.

The following table summarizes SunPower’s restricted stock activities:


Restricted stock awards and units
Weighted-average grant
Shares date fair value per share
(in thousands) (in dollars) (a)

OUTSTANDING AS OF JANUARY 3, 2016 5,063 26.68


Granted 4,978 18.81
Vested (b) (2,837) 23.47
Forfeited (1,057) 26.30
OUTSTANDING AS OF JANUARY 1, 2017 6,147 21.85
Granted 4,863 6.76
Vested (b)
(1,738) 25.87
Forfeited (1,979) 18.15
OUTSTANDING AS OF JANUARY 1, 2018 7,293 11.83
Granted 4,449 7.77
Vested (b) (2,266) 14.45
Forfeited (1,816) 10.10
OUTSTANDING AS OF DECEMBER 31, 2018 7,660 9.11

(a) SunPower 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.

302 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 9
8
D) Share-based payment expense
Share-based payment expense before tax was broken down as follows:
As of December 31, (M$) 2018 2017 2016

Total restricted shares plans 264 135 113


SunPower plans 21 31 28
Capital increase reserved for employees 30 16 -
TOTAL 315 182 141

During the year 2018, the main assumptions used for the valuation of the cost of the capital increase reserved for employees for both the
classic and the leverage schemes were the following:
For the year ended December 31, 2018

Date of the Board of Directors meeting that decided the issue July 26, 2017
Subscription price (€) (a) 37.20
Share price at the reference date (€) (b) 47.03
Number of shares (in millions) 9.17
Risk free interest rate (%) (c)
0.003
Employees loan financing rate (%) (d) 3.95
Non transferability cost (% of the reference’s share price) 17.33
Expenses ($ million) 30.00

(a) Average of the closing TOTAL share prices during the twenty trading days prior to the subscription period, after deduction of a 20% discount.
(b) Closing share price on March 14, 2018, date on which the 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.

Registration Document 2018 TOTAL 303


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 10

NOTE 10 Payroll, staff and employee benefits obligations

10.1 Employee benefits obligations

ACCOUNTING POLICIES
In accordance with the laws and practices of each country, the Defined benefit obligations are determined according to the
Group participates in employee benefit plans offering retirement, Projected Unit Method. Actuarial gains and losses may arise from
death and disability, healthcare and special termination benefits. differences between actuarial valuation and projected commitments
These plans provide benefits based on various factors such as length (depending on new calculations or assumptions) and between
of service, salaries, and contributions made to the governmental projected and actual return of plan assets. Such gains and losses
bodies responsible for the payment of benefits. are recognized in the statement of comprehensive income,
with no possibility to subsequently recycle them to the income
These plans can be either defined contribution or defined benefit
statement.
pension plans and may be entirely or partially funded with
investments made in various non-Group instruments such as The past service cost is recorded immediately in the statement of
mutual funds, insurance contracts, and other instruments. income, whether vested or unvested.
For defined contribution plans, expenses correspond to the The net periodic pension cost is recognized under “Other
contributions paid. operating expenses”.

Liabilities for employee benefits obligations consist of the following:


As of December 31, (M$) 2018 2017 2016

Pension benefits liabilities 2,545 2,877 2,948


Other benefits liabilities 669 705 648
Restructuring reserves (early retirement plans) 149 153 150
TOTAL 3,363 3,735 3,746
Net liabilities relating to assets held for sale - - 145

Description of plans and risk management The pension benefits include also termination indemnities and early
retirement benefits. The other benefits are employer contributions to
The Group operates, for the benefit of its current and former employees,
post-employment medical care.
both defined benefit plans and defined contribution plans.
In order to manage the inherent risks, the Group has implemented a
The Group recognized a charge of $130 million for defined
dedicated governance framework to ensure the supervision of the
contribution plans in 2018 ($128 million in 2017 and $157 million in
different plans. These governance rules provide for:
2016).
— the Group’s representation in key governance bodies or monitoring
The Group’s main defined benefit pension plans are located in France,
committees;
the United Kingdom, the United States, Belgium and Germany. Their
main characteristics, depending on the country-specific regulatory — the principles of the funding policy;
environment, are the following:
— the general investment policy, including for most plans the
— the benefits are usually based on the final salary and seniority; establishment of a monitoring committee to define and follow
the investment strategy and performance and to ensure the
— they are usually funded (pension fund or insurer);
principles in respect of investment allocation are respected;
— they are usually closed to new employees who benefit from
— a procedure to approve the establishment of new plans or the
defined contribution pension plans;
amendment of existing plans;
— they are paid in annuity or in lump sum.
— principles of administration, communication and reporting.

304 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 10
8
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
As of December 31,
(M$) 2018 2017 2016 2018 2017 2016

Change in benefit obligation


Benefit obligation at beginning of year 12,872 12,164 12,473 705 648 627
Current service cost 236 263 251 14 16 13
Interest cost 296 320 373 17 17 21
Past service cost (1) 239 (92) (2) 12 -
Settlements (141) (1) - - - -
Plan participants’ contributions 8 7 8 - - -
Benefits paid (902) (717) (651) (28) (27) (30)
Actuarial losses/(gains) (372) (450) 762 (29) (36) 37
Foreign currency translation and other (495) 1,047 (960) (8) 75 (20)
BENEFIT OBLIGATION AT YEAR-END 11,501 12,872 12,164 669 705 648
Of which plans entirely or partially funded 10,864 12,140 11,376 - - -
Of which plans not funded 637 732 788 669 705 648

Change in fair value of plan assets


Fair value of plan assets at beginning of year (10,205) (9,123) (9,627) - - -
Interest income (261) (256) (307) - - -
Actuarial losses/(gains) 424 (344) (428) - - -
Settlements 129 - - - - -
Plan participants’ contributions (8) (7) (8) - - -
Employer contributions (417) (171) (130) - - -
Benefits paid 778 591 538 - - -
Foreign currency translation and other 415 (895) 839 - - -
FAIR VALUE OF PLAN ASSETS AT YEAR-END (9,145) (10,205) (9,123) - - -
UNFUNDED STATUS 2,356 2,667 3,041 669 705 648
Asset ceiling 28 40 26 - - -
NET RECOGNIZED AMOUNT 2,384 2,707 3,067 669 705 648
Pension benefits and other benefits liabilities 2,545 2,877 2,948 669 705 648
Other non-current assets (161) (170) (26) - - -
Net benefit liabilities relating to assets held for sale - - 145 - - -

As of December 31, 2018, the contribution from the main geographical areas for the net pension liability in the balance sheet is: 60% for the
Euro area, 19% for the United Kingdom and 18% for the United States.

Registration Document 2018 TOTAL 305


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 10

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
For the year ended December 31,
(M$) 2018 2017 2016 2018 2017 2016

Current service cost 236 263 251 14 16 13


Past service cost (1) 239 (92) (2) 12 -
Settlements (12) (1) - - - -
Net interest cost 35 64 66 17 17 21
BENEFIT AMOUNTS RECOGNIZED ON PROFIT & LOSS 258 565 225 29 45 34

Actuarial (Gains)/Losses
– Effect of changes in demographic assumptions (1) (16) (56) (21) 3 (7)
– Effect of changes in financial assumptions (354) (241) 1,008 (3) (5) 48
– Effect of experience adjustments (17) (193) (190) (5) (34) (4)
– Actual return on plan assets (excluding interest income) 424 (344) (421) - - -
– Effect of asset ceiling (11) 7 (7) - - -
BENEFIT AMOUNTS RECOGNIZED ON EQUITY 41 (787) 334 (29) (36) 37
TOTAL BENEFIT AMOUNTS RECOGNIZED
ON COMPREHENSIVE INCOME 299 (222) 559 - 9 71

Expected future cash outflows


The average duration of accrued benefits is approximately 14 years for defined pension benefits and 17 years for other benefits. The Group
expects to pay contributions of $165 million in respect of funded pension plans in 2019.
Estimated future benefits either financed from plan assets or directly paid by the employer are detailed as follows:
Estimated future payments (M$) Pension benefits Other benefits

2019 779 27
2020 700 27
2021 706 27
2022 675 27
2023 677 27
2024-2028 3,245 125

Type of assets
Pension benefits

Asset allocation as of December 31, 2018 2017 2016

Equity securities 24% 26% 27%


Debt securities 47% 43% 42%
Monetary 1% 3% 2%
Annuity contracts 20% 20% 21%
Real estate 8% 8% 8%

Investments on equity and debt markets are quoted on active markets.

306 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 10
8
Main actuarial assumptions and sensitivity analysis
Assumptions used to determine benefits obligations Pension benefits Other benefits

As of December 31, 2018 2017 2016 2018 2017 2016

Discount rate (weighted average for all regions) 2.68% 2.48% 2.60% 2.56% 2.52% 2.51%
Of which Euro zone 1.72% 1.71% 1.69% 1.87% 1.93% 1.85%
Of which United States 4.00% 3.75% 4.00% 4.00% 3.75% 4.00%
Of which United Kingdom 3.00% 2.50% 2.75% - - -
Inflation rate (weighted average for all regions) 2.44% 2.40% 2.41% - - -
Of which Euro zone 1.50% 1.50% 1.50% - - -
Of which United States 2.50% 2.50% 2.50% - - -
Of which United Kingdom 3.50% 3.50% 3.50% - - -

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.
Sensitivity to inflation in respect of defined benefit pension plans is not material in the United States.
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, 2018 (766) 862

A 0.5% increase or decrease in inflation 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, 2018 582 (533)

10.2 Payroll and staff

For the year ended December 31, 2018 2017 2016

Personnel expenses (M$)


Wages and salaries (including social charges) 9,099 7,985 8,238

Group employees at December 31,


France
– Management 13,377 11,880 12,057
– Other 22,629 19,372 19,567

International
– Management 16,963 16,489 17,186
– Other 51,491 50,536 53,358
TOTAL 104,460 98,277 102,168

The number of employees includes only employees of fully consolidated subsidiaries. 8

Registration Document 2018 TOTAL 307


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 11

NOTE 11 Income taxes

ACCOUNTING POLICIES
Income taxes disclosed in the statement of income include the Deferred tax assets and liabilities are measured using the tax rates
current tax expenses (or income) and the deferred tax expenses that have been enacted or substantially enacted at the balance
(or income). sheet date. The tax rates used depend on the timing of reversals of
temporary differences, tax losses and other tax credits. The effect
The expense (or income) of current tax is the estimated amount of
of a change in tax rate is recognized either in the Consolidated
the tax due for the taxable income of the period.
statement of income or in shareholders’ equity depending on the
The Group uses the method whereby deferred income taxes are item it relates to.
recorded based on the temporary differences between the carrying
Deferred tax resulting from temporary differences between the
amounts of assets and liabilities recorded in the balance sheet
carrying amounts of equity-method investments and their tax
and their tax bases, and on carry-forwards of unused tax losses
bases are recognized. The deferred tax calculation is based on
and tax credits.
the expected future tax effect (dividend distribution rate or tax rate
on capital gains).

Income taxes are detailed as follows:


For the year ended December 31, (M$) 2018 2017 2016

Current income taxes (6,971) (3,416) (2,911)


Deferred income taxes 455 387 1,941
TOTAL INCOME TAXES (6,516) (3,029) (970)

Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows:
As of December 31, (M$) 2018 2017 2016

Net operating losses and tax carry forwards 3,779 3,014 3,267
Employee benefits 995 1,153 1,257
Other temporary non-deductible provisions 8,409 6,344 5,862
Differences in depreciations (15,469) (13,387) (14,952)
Other temporary tax deductions (2,541) (2,746) (2,126)
NET DEFERRED TAX LIABILITY (4,827) (5,622) (6,692)

The reserves of TOTAL subsidiaries that would be taxable if during this phase will be useable only if a final investment and
distributed but for which no distribution is planned, and for which no development decision is made. Accordingly, the time limit for the
deferred tax liability has therefore been recognized, totaled utilization of those net operating losses is not known.
$10,713 million as of December 31, 2018.
Deferred tax assets not recognized relate notably to France for an
Deferred tax assets not recognized as of December 31, 2018 amount amount of $470 million, to Australia for an amount of $370 million, to
to $3,315 million as their future recovery was not regarded as Nigeria for an amount of $303 million and to Canada for an amount
probable given the expected results of the entities. Particularly in the of $250 million.
Exploration & Production segment, when the affiliate or the field
After netting deferred tax assets and liabilities by fiscal entity, deferred
concerned is in its exploration phase, the net operating losses created
taxes are presented on the balance sheet as follows:

As of December 31, (M$) 2018 2017 2016

Deferred tax assets, non-current 6,663 5,206 4,368


Deferred tax liabilities, non-current (11,490) (10,828) (11,060)
NET AMOUNT (4,827) (5,622) (6,692

The net deferred tax variation in the balance sheet is analyzed as follows:
As of December 31, (M$) 2018 2017 2016

OPENING BALANCE (5,622) (6,692) (8,378)


Deferred tax on income 455 387 1,941
Deferred tax on shareholders’ equity (a) 27 (490) (21)
Changes in scope of consolidation 151 1,154 (370)
Currency translation adjustment 162 19 136
CLOSING BALANCE (4,827) (5,622) (6,692)

(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 hedge (see note 9 to the Consolidated Financial Statements).

308 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 11
8
Reconciliation between provision for income taxes and pre-tax income
For the year ended December 31, (M$) 2018 2017 2016

Consolidated net income 11,550 8,299 6,206


Provision for income taxes 6,516 3,029 970
PRE-TAX INCOME 18,066 11,328 7,176
French statutory tax rate 34.43% 44.43% 34.43%
THEORETICAL TAX CHARGE (6,220) (5,033) (2,471)
Difference between French and foreign income tax rates (3,058) (633) 5
Tax effect of equity in income (loss) of affiliates 1,080 888 761
Permanent differences 1,740 1,491 (76)
Adjustments on prior years income taxes (40) (91) 54
Adjustments on deferred tax related to changes in tax rates 2 (309) 234
Changes in valuation allowance of deferred tax assets (20) 658 523
NET PROVISION FOR INCOME TAXES (6,516) (3,029) (970)

The French statutory tax rate includes the standard corporate tax Permanent differences are mainly due to impairment of goodwill and
rate (33.33%), additional and exceptional applicable taxes that bring to dividends from non-consolidated companies as well as the specific
the overall tax rate to 34.43% in 2018 (versus 44.43% in 2017 and taxation rules applicable to certain activities.
34.43% in 2016).

Net operating losses and carried forward tax credits


Deferred tax assets related to carried forward tax credits on net operating losses expire in the following years:
As of December 31, (M$) 2018 2017 2016

2017 130
2018 75 109
2019 90 64 60
2020 70 60
2021 (a) 38 24 1,154
2022 (b) 32 1,330
2023 and after 1,423
Unlimited 2,126 1,461 1,814
TOTAL 3,779 3,014 3,267

(a) 2021 and after for 2016.


(b) 2022 and after for 2017.

As of December 31, 2018 the schedule of deferred tax assets related to carried forward tax credits on net operating losses for the main
countries is as follows:
Tax

United United
As of December 31, 2018 (M$) Canada France Australia States Kingdom

2019 6 8
2020 6
2021 7
2022
2023 and after 844 492
Unlimited 719 704 441
TOTAL 844 738 704 492 441

Registration Document 2018 TOTAL 309


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 12

NOTE 12 Provisions and other non-current liabilities

12.1 Provisions and other non-current liabilities

ACCOUNTING POLICIES
A provision is recognized when the Group has a present obligation Provisions and non-current liabilities are comprised of liabilities for
(legal or constructive) as a result of a past event for which it is which the amount and the timing are uncertain. They arise from
probable that an outflow of resources will be required and when a environmental risks, legal and tax risks, litigation and other risks.
reliable estimate can be made regarding the amount of the
obligation. The amount of the liability corresponds to the best
possible estimate.

As of December 31, (M$) 2018 2017 2016

Litigations and accrued penalty claims 736 706 1,123


Provisions for environmental contingencies 862 964 938
Asset retirement obligations 14,286 12,240 12,665
Other non-current provisions 3,144 1,370 1,455
Of which restructuring activities (Refining & Chemicals and Marketing & Services) 134 160 184
Of which financial risks related to non-consolidated and equity consolidated affiliates 100 59 63
Of which contingency reserve on solar panels warranties (SunPower) 173 177 168
Other non-current liabilities 2,404 706 665
TOTAL 21,432 15,986 16,846

In 2018, litigation reserves amount to $736 million of which In 2017, other non-current liabilities mainly included debts (whose
$561 million in the Exploration & Production, notably in Angola, maturity is more than one year) related to fixed assets acquisitions.
Nigeria and Brazil.
In 2016, litigation reserves amounted to $1,123 million of which
In 2018, other non-current liabilities mainly include debts (whose maturity $959 million was in the Exploration & Production, notably in Angola
is more than one year) related to fixed assets acquisitions. and Nigeria.
In 2017, litigation reserves amounted to $706 million of which In 2016, other non-current liabilities mainly included debts (whose
$512 million in the Exploration & Production, notably in Angola and maturity is more than one year) related to fixed assets acquisitions.
Nigeria.

Changes in provisions and other non-current liabilities


Changes in provisions and other non-current liabilities are as follows:
Currency
As of translation As of
(M$) January, 1 Allowances Reversals adjustment Other December, 31

2018 15,986 2,416 (1,378) (519) 4,927 21,432


Of which asset retirement obligations
(corresponds to accretion for allowances) 530 (320)
Of which environmental contingencies
(Marketing & Services, Refining & Chemicals) 33 (111)
Of which restructuring of activities 149 (106)
2017 16,846 1,172 (1,612) 681 (1,101) 15,986
Of which asset retirement obligations
(corresponds to accretion for allowances) 544 (330)
Of which environmental contingencies
(Marketing & Services, Refining & Chemicals) 37 (120)
Of which restructuring of activities 48 (84)
2016 17,502 1,569 (1,268) (484) (473) 16,846
Of which asset retirement obligations
(corresponds to accretion for allowances) 523 (502)
Of which environmental contingencies
(Marketing & Services, Refining & Chemicals) 29 (82)
Of which restructuring of activities 25 (68)

310 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 12
8
In 2018, the heading “Other” mainly corresponds to the effect of acquisitions:
— Maersk Oil’s asset retirement obligation for an amount of $2,003 million;
— and Global LNG’s provisions and other non-current liabilities for an amount of $1,766 million of which the additional purchase price of
$550 million (see Note 2 paragraph 2 to the Consolidated Financial Statements).

Changes in the asset retirement obligation

ACCOUNTING POLICIES
Asset retirement obligations, which result from a legal or constructive An entity is required to measure changes in the liability for an
obligation, are recognized based on a reasonable estimate in the asset retirement obligation due to the passage of time (accretion)
period in which the obligation arises. by applying a risk-free discount rate to the amount of the liability.
Given the long term nature of expenditures related to our asset
The associated asset retirement costs are capitalized as part of
retirement obligations, the rate is determined by reference to the
the carrying amount of the underlying asset and depreciated over
high quality rates for AA-rated Corporate bonds on the USD area
the useful life of this asset.
for a long-term horizon. The increase of the provision due to the
passage of time is recognized as “Other financial expense”.

The discount rate used in 2018 for the valuation of asset retirement with a negative impact of approximately $90 million on the following
obligation is 4.5% as in 2017 and 2016 (the expenses are estimated years net income. Conversely, an increase of 0.5% would have a
at current currency values with an inflation rate of 2%). A decrease of nearly symmetrical impact compared to the effect of the decrease of
0.5% of this rate would increase the asset retirement obligation by 0.5%.
$1,353 million, with a corresponding impact in tangible assets, and

Changes in the asset retirement obligation are as follows:


Spending on Currency
As of Revision in New existing translation As of
(M$) January 1, Accretion estimates obligations obligations adjustment Other December 31,

2018 12,240 530 (458) 811 (320) (364) 1,847 14,286


2017 12,665 544 (1,107) 334 (330) 448 (314) 12,240
2016 13,314 523 (558) 375 (502) (395) (92) 12,665

12.2 Other risks and contingent liabilities

TOTAL is not currently aware of any exceptional event, dispute, risks or TGPNA received a Notice of Alleged Violations from FERC on
contingent liabilities that could have a material impact on the assets September 21, 2015. On April 28, 2016, FERC issued an order to
and liabilities, results, financial position or operations of the Group. show cause to TGPNA and two of its former employees, and to
TOTAL S.A. and Total Gas & Power Ltd., regarding the same facts.
FERC TGPNA contests the claims brought against it.
The Office of Enforcement of the U.S. Federal Energy Regulatory A class action launched to seek damages from these three
Commission (FERC) began in 2015 an investigation in connection companies, was dismissed by a judgment of the U.S. District Court
with the natural gas trading activities in the United States of Total of New York issued on March 15, 2017. The Court of Appeal upheld
Gas & Power North America, Inc. (TGPNA), a U.S. subsidiary of the this judgment on May 4, 2018.
Group. The investigation covered transactions made by TGPNA
between June 2009 and June 2012 on the natural gas market.

Registration Document 2018 TOTAL 311


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 13

NOTE 13 Off balance sheet commitments and lease contracts

13.1 Off balance sheet commitments and contingencies

Maturity and installments

Less than Between More than


As of December 31, 2018 (M$) Total 1 year 1 and 5 years 5 years

Non-current debt obligations net of hedging instruments (Note 15) 37,784 - 19,072 18,712
Current portion of non-current debt obligations net
of hedging instruments (Note 15) 5,027 5,027 - -
Finance lease obligations (Note 13.2) 1,878 213 468 1,197
Asset retirement obligations (Note 12) 14,286 844 3,388 10,054
CONTRACTUAL OBLIGATIONS RECORDED
IN THE BALANCE SHEET 58,975 6,084 22,928 29,963
Operating lease obligations (Note 13.2) 9,130 1,644 3,691 3,795
Purchase obligations 121,119 9,708 30,652 80,759
CONTRACTUAL OBLIGATIONS NOT RECORDED
IN THE BALANCE SHEET 130,249 11,352 34,343 84,554
TOTAL OF CONTRACTUAL OBLIGATIONS 189,224 17,436 57,271 114,517
Guarantees given for excise taxes 2,043 1,904 12 127
Guarantees given against borrowings 18,680 169 68 18,443
Indemnities related to sales of businesses 334 165 10 159
Guarantees of current liabilities 222 83 74 65
Guarantees to customers/suppliers 8,463 1,222 847 6,394
Letters of credit 3,515 3,164 160 191
Other operating commitments 29,416 2,085 1,046 26,285
TOTAL OF OTHER COMMITMENTS GIVEN 62,673 8,792 2,217 51,664
Mortgages and liens received 84 23 33 28
Sales obligations 91,695 7,989 27,709 55,997
Other commitments received 21,565 15,527 1,328 4,710
TOTAL OF COMMITMENTS RECEIVED 113,344 23,539 29,070 60,735
Of which commitments given relating to joint ventures 42,768 162 4,425 38,181
Of which commitments given relating to associates 39,437 773 8,378 30,286

312 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 13
8
Maturity and installments

Less than Between More than


As of December 31, 2017 (M$) Total 1 year 1 and 5 years 5 years

Non-current debt obligations net of hedging instruments (Note 15) 39,544 - 19,540 20,004
Current portion of non-current debt obligations net
of hedging instruments (Note 15) 4,646 4,646 - -
Finance lease obligations (Note 13.2) 1,156 39 261 856
Asset retirement obligations (Note 12) 12,240 485 2,165 9,590
CONTRACTUAL OBLIGATIONS RECORDED
IN THE BALANCE SHEET 57,586 5,170 21,966 30,450
Operating lease obligations (Note 13.2) 6,441 1,401 2,886 2,154
Purchase obligations 86,366 8,605 23,917 53,844
CONTRACTUAL OBLIGATIONS NOT RECORDED
IN THE BALANCE SHEET 92,807 10,006 26,803 55,998
TOTAL OF CONTRACTUAL OBLIGATIONS 150,393 15,176 48,769 86,448
Guarantees given for excise taxes 2,073 1,938 29 106
Guarantees given against borrowings 16,080 411 10,607 5,062
Indemnities related to sales of businesses 341 120 61 160
Guarantees of current liabilities 321 91 109 121
Guarantees to customers/suppliers 4,180 1,100 268 2,812
Letters of credit 2,965 2,680 102 183
Other operating commitments 17,431 1,165 637 15,629
TOTAL OF OTHER COMMITMENTS GIVEN 43,391 7,505 11,813 24,073
Mortgages and liens received 89 23 26 40
Sales obligations 67,014 6,263 21,513 39,238
Other commitments received 7,398 3,549 1,111 2,738
TOTAL OF COMMITMENTS RECEIVED 74,501 9,835 22,650 42,016
Of which commitments given relating to joint ventures 36,847 160 12,225 24,462
Of which commitments given relating to associates 20,629 580 5,991 14,058

Registration Document 2018 TOTAL 313


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 13

Maturity and installments

Less than Between More than


As of December 31, 2016 (M$) Total 1 year 1 and 5 years 5 years

Non-current debt obligations net of hedging instruments (Note 15) 41,848 - 18,449 23,399
Current portion of non-current debt obligations net
of hedging instruments (Note 15) 4,614 4,614 - -
Finance lease obligations (Note 13.2) 319 8 103 208
Asset retirement obligations (Note 12) 12,665 685 2,269 9,711
CONTRACTUAL OBLIGATIONS RECORDED
IN THE BALANCE SHEET 59,446 5,307 20,821 33,318
Operating lease obligations (Note 13.2) 6,478 1,582 2,953 1,943
Purchase obligations 105,208 10,898 20,570 73,740
CONTRACTUAL OBLIGATIONS NOT RECORDED
IN THE BALANCE SHEET 111,686 12,480 23,523 75,683
TOTAL OF CONTRACTUAL OBLIGATIONS 171,132 17,787 44,344 109,001
Guarantees given for excise taxes 1,887 1,740 58 89
Guarantees given against borrowings 14,666 215 664 13,787
Indemnities related to sales of businesses 375 158 59 158
Guarantees of current liabilities 391 89 99 203
Guarantees to customers/suppliers 3,997 1,038 225 2,734
Letters of credit 1,457 1,215 81 161
Other operating commitments 3,592 1,319 409 1,864
TOTAL OF OTHER COMMITMENTS GIVEN 26,365 5,774 1,595 18,996
Mortgages and liens received 77 20 19 38
Sales obligations 82,756 7,331 21,356 54,069
Other commitments received 6,799 3,133 1,124 2,542
TOTAL OF COMMITMENTS RECEIVED 89,632 10,484 22,499 56,649
Of which commitments given relating to joint ventures 48,257 61 3,211 44,985
Of which commitments given relating to associates 21,959 603 3,265 18,091

A) Contractual obligations Purchase obligations


Debt obligations Purchase obligations are obligations under contractual agreements
to purchase goods or services, including capital projects. These
“Non-current debt obligations” are included in the items “Non-current
obligations are enforceable and legally binding on the Company and
financial debt” and “Non-current financial assets” of the consolidated
specify all significant terms, including the amount and the timing of
balance sheet. It includes the non-current portion of swaps hedging
the payments.
bonds, and excludes non-current finance lease obligations of
$1,665 million. These obligations mainly include: unconditional hydrocarbon
purchase contracts (except where an active, highly-liquid market
The current portion of non-current debt is included in the items
exists and when the hydrocarbons are expected to be re-sold shortly
“Current borrowings”, “Current financial assets” and “Other current
after purchase), reservation of transport capacities in pipelines,
financial liabilities” of the consolidated balance sheet. It includes the
unconditional exploration works and development works in the
current portion of swaps hedging bonds, and excludes the current
Exploration & Production segment, and contracts for capital investment
portion of finance lease obligations of $213 million.
projects in the Refining & Chemicals segment.
The information regarding contractual obligations linked to indebtedness
is presented in Note 15 to the Consolidated Financial Statements. B) Other commitments given
Lease contracts Guarantees given for excise taxes
The information regarding operating and finance leases is presented These consist of guarantees given by the Group to customs
in Note 13.2 to the Consolidated Financial Statements. authorities in order to guarantee the payments of taxes and excise
duties on the importation of oil and gas products, mostly in France.
Asset retirement obligations
Guarantees given against borrowings
This item represents the discounted present value of Exploration &
Production asset retirement obligations, primarily asset removal costs The Group guarantees bank debt and finance lease obligations of
at the completion date. The information regarding contractual certain non-consolidated subsidiaries and equity affiliates. Maturity
obligations linked to asset retirement obligations is presented in dates vary, and guarantees will terminate on payment and/or
Note 12 to the Consolidated Financial Statements. 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.

314 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 13
8
As of December 31, 2018, the maturities of these guarantees are regulations and employment-related matters, dealer, supplier, and
up to 2043. other commercial contractual relationships. Performance under these
indemnities would generally be triggered by a breach of terms of the
As of December 31, 2018, the guarantees provided by TOTAL S.A.
contract or by a third party claim. The Group regularly evaluates the
in connection with the financing of the Ichthys LNG project amounted
probability of having to incur costs associated with these indemnities.
to $9,425 million. As of December 31, 2017, the guarantees
amounted to $8,500 million. Other guarantees given
Guarantees given against borrowings also include the guarantee Non-consolidated subsidiaries
given in 2018 by TOTAL S.A. in connection with the financing of the
The Group also guarantees the current liabilities of certain non-
Yamal LNG project for an amount of $3,875 million by TOTAL S.A.
consolidated subsidiaries. Performance under these guarantees
As of December 31, 2017, the guarantees amounted to $4,038 million.
would be triggered by a financial default of the entity.
As of December 31, 2018, TOTAL S.A. has confirmed guarantees
Operating agreements
for Total Refining SAUDI ARABIA SAS shareholders’ advances for an
amount of $1,462 million as in 2017. As part of normal ongoing business operations and consistent with
generally accepted and recognized industry practices, the Group
As of December 31, 2018, the guarantee given in 2008 by TOTAL
enters into numerous agreements with other parties. These
S.A. in connection with the financing of the Yemen LNG project
commitments are often entered into for commercial purposes, for
amounts to $551 million as in 2017.
regulatory purposes or for other operating agreements.
As of December 31, 2018, guarantees provided by TOTAL S.A. in
connection with the financing of the Bayport Polymers LLC project, C) Commitments received
amounted to $1,820 million.
Sales obligations
Indemnities related to sales of businesses
These amounts represent binding obligations under contractual
In the ordinary course of business, the Group executes contracts agreements to sell goods, including in particular unconditional
involving standard indemnities for the oil industry and indemnities hydrocarbon sales contracts (except where an active, highly-liquid
specific to transactions such as sales of businesses. These indemnities market exists and when the volumes are expected to be re-sold
might include claims against any of the following: environmental, tax shortly after purchase).
and shareholder matters, intellectual property rights, governmental

13.2 Lease contracts

ACCOUNTING PRINCIPLES
A finance lease transfers substantially all the risks and rewards Leases that are not finance leases as defined above are recorded
incidental to ownership from the lessor to the lessee. These as operating leases.
contracts are capitalized as assets at fair value or, if lower, at the
Certain arrangements do not take the legal form of a lease but
present value of the minimum lease payments according to the
convey the right to use an asset or a group of assets in return for
contract. A corresponding financial debt is recognized as a financial
fixed payments. Such arrangements are accounted for as leases
liability. These assets are depreciated over the corresponding
and are analyzed to determine whether they should be classified
useful life used by the Group.
as operating leases or as finance leases.

The Group leases real estate, retail stations, ships, and other equipment (see Note 7 to the Consolidated Financial Statements).
The future minimum lease payments on operating and finance leases to which the Group is committed are as follows:
For the year ended December 31, 2018 (M$) Operating leases Finance leases

2019 1,644 263


2020 1,282 183
2021 967 182
2022 772 179
2023 669 179 8
2024 and beyond 3,796 1,826
TOTAL MINIMUM PAYMENTS 9,130 2,812
Less financial expenses (934)
NOMINAL VALUE OF CONTRACTS 1,878
Less current portion of finance lease contracts (213)
NON-CURRENT FINANCE LEASE LIABILITIES 1,665

Registration Document 2018 TOTAL 315


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 13

For the year ended December 31, 2017 (M$) Operating leases Finance leases

2018 1,401 76
2019 988 67
2020 814 67
2021 623 65
2022 462 65
2023 and beyond 2,153 864
TOTAL MINIMUM PAYMENTS 6,441 1,204
Less financial expenses (48)
NOMINAL VALUE OF CONTRACTS 1,156
Less current portion of finance lease contracts (39)
NON-CURRENT FINANCE LEASE LIABILITIES 1,117

For the year ended December 31, 2016 (M$) Operating leases Finance leases

2017 1,582 24
2018 1,054 26
2019 777 44
2020 687 27
2021 435 25
2022 and beyond 1,943 247
TOTAL MINIMUM PAYMENTS 6,478 393
Less financial expenses (74)
NOMINAL VALUE OF CONTRACTS 319
Less current portion of finance lease contracts (8)
NON-CURRENT FINANCE LEASE LIABILITIES 311

Net rental expense incurred under operating leases for the year ended December 31, 2018 is $1,304 million (against $1,467 million in 2017
and $1,629 million in 2016).

316 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 14
8
NOTE 14 Financial assets and liabilities analysis per instrument class and strategy
The financial assets and liabilities disclosed in the balance sheet are detailed as follows:

Fair value
As of December 31, 2018 through OCI – Fair value of
(M$) Amortized Fair value equity instruments
ASSETS/(LIABILITIES) cost through P&L instruments hedge Total Fair value

Equity affiliates: loans 4,755 - - - 4,755 4,755


Other investments - 1,059 362 - 1,421 1,421
Non-current financial assets - 67 - 613 680 680
Other non-current assets 2,348 - - - 2,348 2,348
Accounts receivable, net (b) 17,270 - - - 17,270 17,270
Other operating receivables 6,994 2,731 - 8 9,733 9,733
Current financial assets 3,536 73 - 45 3,654 3,654
Cash and cash equivalents 27,907 - - - 27,907 27,907
TOTAL FINANCIAL ASSETS 62,810 3,930 362 666 67,768 67,768
TOTAL NON-FINANCIAL ASSETS 188,994
TOTAL ASSETS 256,762
Non-current financial debt (a) (38,220) (29) - (1,880) (40,129) (41,281)
Accounts payable (b) (26,134) - - - (26,134) (26,134)
Other operating liabilities (9,854) (3,429) - (3) (13,286) (13,286)
Current borrowings (a) (13,306) - - - (13,306) (13,306)
Other current financial liabilities - (183) - (295) (478) (478)
TOTAL FINANCIAL
LIABILITIES (87,514) (3,641) - (2,178) (93,333) (94,485)
TOTAL NON-FINANCIAL LIABILITIES (163,429)
TOTAL LIABILITIES (256,762)

(a) The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (see Note 15 to the Consolidated Financial Statements).
(b) The impact of offsetting on accounts receivable, net is $(2,903) million and $2,903 million on accounts payable.

Registration Document 2018 TOTAL 317


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 14

Other
financial
Financial instruments related to financing and operational activities instruments Total Fair value

As of December 31, 2017 Amortized Amortized


(M$) cost Fair value cost

Hedging of Net investment


Available Held for Financial Financial Cash flow hedge
ASSETS/(LIABILITIES) for sale (a) trading debt (b) debt hedge and other

Equity affiliates: loans 5,135 - - - - - - - 5,135 5,135


Other investments - 1,727 - - - - - - 1,727 1,727
Non-current financial
assets - - 73 - 337 269 - - 679 679
Other non-current assets 3,765 50 - - - - - - 3,815 3,815
Accounts receivable, net (c) - - - - - - - 14,893 14,893 14,893
Other operating
receivables - - 1,977 - - 12 - 7,347 9,336 9,336
Current financial assets 2,970 - 251 - 172 - - - 3,393 3,393
Cash and cash
equivalents - - - - - - - 33,185 33,185 33,185
TOTAL FINANCIAL
ASSETS 11,870 1,777 2,301 - 509 281 - 55,425 72,163 72,163
TOTAL NON-FINANCIAL
ASSETS - - - - - - - - 170,468 -
TOTAL ASSETS - - - - - - - - 242,631 -
Non-current
financial debt (18,470) - (20) (21,768) (951) (131) - - (41,340) (42,886)
Accounts payable (c) - - - - - - - (26,479) (26,479) (26,479)
Other operating
liabilities - - (1,794) - - - - (8,341) (10,135) (10,135)
Current borrowings (6,925) - - (4,171) - - - - (11,096) (11,095)
Other current financial
liabilities - - (88) - (157) - - - (245) (245)
TOTAL FINANCIAL
LIABILITIES (25,395) - (1,902) (25,939) (1,108) (131) - (34,820) (89,295) (90,840)
TOTAL NON-FINANCIAL
LIABILITIES - - - - - - - - (153,336) -
TOTAL LIABILITIES - - - - - - - - (242,631) -

(a) Financial assets available for sale are measured at their fair value except for unlisted securities and listed securities on non active markets (see Note 8 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 15 to the Consolidated Financial Statements).
(c) The impact of offsetting on accounts receivable, net is $(3,471) million and $3,471 million on accounts payable.

318 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 14
8
Other
financial
Financial instruments related to financing and operational activities instruments Total Fair value

As of December 31, 2016 Amortized Amortized


(M$) cost Fair value cost

Hedging of Net investment


Available Held for Financial Financial Cash flow hedge
ASSETS/(LIABILITIES) for sale (a) trading debt (b) debt hedge and other

Equity affiliates: loans 4,718 - - - - - - - 4,718 4,718


Other investments - 1,133 - - - - - - 1,133 1,133
Non-current financial
assets - - 63 - 716 129 - - 908 908
Other non-current assets 4,051 66 - - - - - - 4,117 4,117
Accounts receivable, net (c) - - - - - - - 12,213 12,213 12,213
Other operating
receivables - - 2,425 - - 4 - 7,789 10,218 10,218
Current financial assets 4,413 - 94 - 41 - - - 4,548 4,548
Cash and cash
equivalents - - - - - - - 24,597 24,597 24,597
TOTAL FINANCIAL
ASSETS 13,182 1,199 2,582 - 757 133 - 44,599 62,452 62,452
TOTAL NON-FINANCIAL
ASSETS - - - - - - - - 168,526 -
TOTAL ASSETS - - - - - - - - 230,978 -
Non-current
financial debt (11,188) - (5) (28,223) (3,007) (644) - - (43,067) (44,168)
Accounts payable (c) - - - - - - - (23,227) (23,227) (23,227)
Other operating
liabilities - - (2,001) - - (107) - (7,508) (9,616) (9,616)
Current borrowings (9,700) - - (4,220) - - - - (13,920) (13,920)
Other current
financial liabilities - - (115) - (212) - - - (327) (327)
TOTAL FINANCIAL
LIABILITIES (20,888) - (2,121) (32,443) (3,219) (751) - (30,735) (90,157) (91,258)
TOTAL NON-FINANCIAL
LIABILITIES - - - - - - - - (140,821) -
TOTAL LIABILITIES - - - - - - - - (230,978) -

(a) Financial assets available for sale are measured at their fair value except for unlisted securities and listed securities on non active markets (see Note 8 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 15 to the Consolidated Financial Statements).
(c) The impact of offsetting on accounts receivable, net is $(1,828) million and $1,828 million on accounts payable.

Registration Document 2018 TOTAL 319


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15

NOTE 15 Financial structure and financial costs

15.1 Financial debt and derivative financial instruments

A) Non-current financial debt and derivative financial instruments


As of December 31, 2018 (M$)
(ASSETS)/LIABILITIES Secured Unsecured Total

Non-current financial debt 1,870 38,259 40,129


Of which hedging instruments of non-current financial debt (liabilities) - 1,880 1,880
Non-current financial assets - (680) (680)
Of which hedging instruments of non-current financial debt (assets) - (613) (613)
NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS 1,870 37,579 39,449
Variable rates bonds after fair value hedge - 20,570 20,570
Fixed rate bonds after cash flow hedge - 15,672 15,672
Other floating rate debt 111 621 732
Other fixed rate debt 94 754 848
Financial lease obligations 1,665 - 1,665
Non-current instruments held for trading - (38) (38)
NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS 1,870 37,579 39,449

As of December 31, 2017 (M$)


(ASSETS)/LIABILITIES Secured Unsecured Total

Non-current financial debt 1,310 40,030 41,340


Of which hedging instruments of non-current financial debt (liabilities) - 1,082 1,082
Non-current financial assets - (679) (679)
Of which hedging instruments of non-current financial debt (assets) - (606) (606)
NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS 1,310 39,351 40,661
Variable rates bonds after fair value hedge - 20,620 20,620
Fixed rate bonds after cash flow hedge - 16,469 16,469
Other floating rate debt 70 1,692 1,762
Other fixed rate debt 123 623 746
Financial lease obligations 1,117 - 1,117
Non-current instruments held for trading - (53) (53)
NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS 1,310 39,351 40,661

As of December 31, 2016 (M$)


(ASSETS)/LIABILITIES Secured Unsecured Total

Non-current financial debt 572 42,495 43,067


Of which hedging instruments of non-current financial debt (liabilities) - 3,651 3,651
Non-current financial assets - (908) (908)
Of which hedging instruments of non-current financial debt (assets) - (845) (845)
NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS 572 41,587 42,159
Variable rates bonds after fair value hedge - 29,147 29,147
Fixed rate bonds after cash flow hedge - 10,315 10,315
Other floating rate debt 76 1,291 1,367
Other fixed rate debt 185 892 1,077
Financial lease obligations 311 - 311
Non-current instruments held for trading - (58) (58)
NON-CURRENT FINANCIAL DEBT AND RELATED FINANCIAL INSTRUMENTS 572 41,587 42,159

320 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15
8
The bonds, as of December 31, 2018, after taking into account currency and interest rates swaps fair value, is detailed as follows:

Bonds after fair Amount after Amount after Amount after


value hedge and hedging as of hedging as of hedging as of Range of Range of initial
variable rate bonds Currency of December 31, December 31, December 31, current current rate before
(M$) issuance 2018 2017 2016 maturities hedging instruments

Bond USD 6,276 7,266 11,036 2019 – 2028 2.100% – 3.883%


Bond USD 750 1,385 1,385 2019 – 2020 USLIBOR 3 mois + 0.35%
USLIBOR 3 mois + 0.75%
Bond CHF 204 391 1,441 2026 0.298%
Bond NZD 252 252 251 2019 – 2020 4.750% – 5.000%
Bond AUD 699 850 1,211 2019 – 2025 3.750% – 4.250%
Bond EUR 10,212 8,266 10,958 2019 – 2044 0.250% – 4.875%
Bond EUR 1,644 1,639 1,638 2020 EURIBOR 3 mois + 0.30%
EURIBOR 3 mois + 0.31%
Bond CAD 93 188 289 2020 2.125%
Bond GBP 1,536 1,855 2,215 2020 – 2022 1.750% – 2.250%
Bond GBP 472 470 469 2019 GBLIB3M + 0.30%
Bond NOK - 103 355
Bond HKD 207 212 392 2019 – 2025 2.920% – 4.180%
Current portion
(less than one year) (3,679) (4,156) (4,391)
Total Principal
Financing Entities (a) 18,666 18,721 27,249
TOTAL S.A. (b) 1,203 1,201 1,200 2022 0.500%
Other consolidated subsidiaries 701 698 698
TOTAL BONDS AFTER
FAIR VALUE HEDGE 20,570 20,620 29,147

Bonds after Amount after Amount after Amount after


cash flow hedge hedging as of hedging as of hedging as of Range of Range of initial
and fixed rate bonds Currency of December 31, December 31, December 31, current current rate before
(M$) issuance 2018 2017 2016 maturities hedging instruments

Bond EUR 9,268 9,337 5,248 2019 – 2029 0.750% – 5.125%


Bond USD 5,040 5,000 4,250 2020 – 2024 2.750% – 4.450%
Bond CNY - 164 153
Bond HKD 187 188 - 2026 3.088%
Bond CHF 1,035 1,037 - 2024-2027 0.510% – 1.010%
Bond GBP 326 324 - 2024 1.250%
Current portion
(less than one year) (946) (164) -
Total Principal
Financing Entities (a) 14,910 15,886 9,651 8
Other consolidated
subsidiaries 762 583 664
TOTAL BONDS AFTER
CASH FLOW HEDGE
AND FIXED RATE BONDS 15,672 16,469 10,315

(a) 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:
– Total Capital is a wholly-owned subsidiary of TOTAL S.A. (except for one share held by each director). It acts as a financing vehicle for the Group. The repayment of its financial debt
(capital, premium and interest) is fully and unconditionally guaranteed by TOTAL S.A.
– Total Capital Canada Ltd. is a wholly-owned subsidiary of TOTAL S.A.. It acts as a financing vehicle for the activities of the Group in Canada. The repayment of its financial debt (capital,
premium and interest) is fully and unconditionally guaranteed by TOTAL S.A.
– Total Capital International is a wholly-owned subsidiary of TOTAL S.A. (except for one share held by each director). It acts as a financing vehicle for the Group. The repayment of its
financial debt (capital, premium and interest) is fully and unconditionally guaranteed by TOTAL S.A.
(b) Debt financing of $1.2 billion through a structure combining the issue of cash-settled convertible bonds with the purchase of cash-settled call options to hedge TOTAL’s exposure to
the exercise of the conversion rights under the bonds.

Registration Document 2018 TOTAL 321


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15

Loan repayment schedule (excluding current portion)


of which hedging of which hedging
instruments of instruments of Non-current
non-current non-current financial debt and
As of December 31, 2018 Non-current financial debt Non-current financial debt related financial
(M$) financial debt (liabilities) financial assets (assets) instruments %

2020 5,442 386 (10) - 5,432 14%


2021 4,042 251 (76) (57) 3,966 10%
2022 5,262 448 (104) (104) 5,158 13%
2023 5,020 93 (37) - 4,983 13%
2024 and beyond 20,363 702 (453) (452) 19,910 50%
TOTAL 40,129 1,880 (680) (613) 39,449 100%

of which hedging of which hedging


instruments of instruments of Non-current
non-current non-current financial debt and
As of December 31, 2017 Non-current financial debt Non-current financial debt related financial
(M$) financial debt (liabilities) financial assets (assets) instruments %

2019 6,005 164 (75) (68) 5,930 15%


2020 5,119 222 (2) - 5,117 13%
2021 3,810 96 (15) - 3,795 9%
2022 5,026 165 (67) (67) 4,959 12%
2023 and beyond 21,380 435 (520) (471) 20,860 51%
TOTAL 41,340 1,082 (679) (606) 40,661 100%

of which hedging of which hedging


instruments of instruments of Non-current
non-current non-current financial debt and
As of December 31, 2016 Non-current financial debt Non-current financial debt related financial
(M$) financial debt (liabilities) financial assets (assets) instruments %

2018 4,572 249 (252) (235) 4,320 10%


2019 5,812 327 (110) (104) 5,702 14%
2020 4,956 564 (4) - 4,952 12%
2021 3,609 237 (31) (7) 3,578 8%
2022 and beyond 24,118 2,274 (511) (499) 23,607 56%
TOTAL 43,067 3,651 (908) (845) 42,159 100%

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$) 2018 % 2017 % 2016 %

U.S. dollar 38,120 97% 38,703 95% 39,963 95%


Euro 1,103 3% 724 2% 977 2%
Norwegian krone 27 0% 975 2% 928 2%
Other currencies 199 0% 259 1% 291 1%
TOTAL 39,449 100% 40,661 100% 42,159 100%

As of December 31, (M$) 2018 % 2017 % 2016 %

Fixed rate 18,139 46% 18,332 45% 11,703 28%


Floating rate 21,310 54% 22,329 55% 30,456 72%
TOTAL 39,449 100% 40,661 100% 42,159 100%

322 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15
8
B) Current financial assets and liabilities
Current borrowings consist mainly of commercial paper or treasury bills or drawings on bank loans. These instruments bear interest at rates
that are close to market rates.
As of December 31, (M$)
(ASSETS)/LIABILITIES 2018 2017 2016

Current financial debt (a) 8,316 6,396 9,469


Current portion of non-current financial debt 4,990 4,700 4,451
CURRENT BORROWINGS (Note 14) 13,306 11,096 13,920
Current portion of hedging instruments of debt (liabilities) 295 157 212
Other current financial instruments (liabilities) 183 88 115
OTHER CURRENT FINANCIAL LIABILITIES (Note 14) 478 245 327
Current deposits beyond three months (3,536) (2,970) (4,413)
Current portion of hedging instruments of debt (assets) (45) (172) (41)
Other current financial instruments (assets) (73) (251) (94)
CURRENT FINANCIAL ASSETS (Note 14) (3,654) (3,393) (4,548)
CURRENT BORROWINGS AND RELATED FINANCIAL ASSETS AND LIABILITIES, NET 10,130 7,948 9,699

(a) As of December 31, 2018, December 31, 2017 and December 31, 2016, the current financial debt includes a commercial paper program in Total Capital Canada Ltd. Total Capital
Canada Ltd. is a wholly-owned 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) Cash flow from (used in) financing activities


The variations of financial debt are detailed as follows:
Non-cash changes

Change
in scope,
As of including Reclassification As of
January 1, Cash IFRS 5 Foreign Changes Non-current/ December
(M$) 2018 changes reclassification currency in fair value Current Other 31, 2018

Non-current financial
instruments – assets (a) (679) - (72) 12 59 - - (680)
Non-current financial debt 41,340 649 4,708 (59) 62 (6,260) (311) 40,129
NON-CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS 40,661 649 4,636 (47) 121 (6,260) (311) 39,449
Current financial
instruments – assets (a) (423) - - 10 295 - - (118)
Current borrowings 11,096 (3,990) 230 270 (514) 6,260 (46) 13,306
Current financial
instruments – liabilities (a) 245 - 67 (11) 177 - - 478
CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS 10,918 (3,990) 297 269 (42) 6,260 (46) 13,666
Financial debt classified
as held for sale - - - - - - - - 8
FINANCIAL DEBT 51,579 (3,341) 4,933 222 79 - (357) 53,115

Registration Document 2018 TOTAL 323


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15

Non-cash changes

Change
in scope,
As of including Reclassification As of
January 1, Cash IFRS 5 Foreign Changes Non-current/ December
(M$) 2017 changes reclassification currency in fair value Current Other 31, 2017

Non-current financial
instruments – assets (a) (908) - - (62) 291 - - (679)
Non-current financial debt 43,067 2,277 2 203 (451) (4,713) 955 41,340
NON-CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS 42,159 2,277 2 141 (160) (4,713) 955 40,661
Current financial
instruments – assets (a) (135) - - (34) (254) - - (423)
Current borrowings 13,920 (7,175) (50) (585) 290 4,713 (17) 11,096
Current financial
instruments – liabilities (a) 327 - - 18 (100) - - 245
CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS 14,112 (7,175) (50) (601) (64) 4,713 (17) 10,918
Financial debt classified
as held for sale 21 - (21) - - - - -
FINANCIAL DEBT 56,292 (4,898) (69) (460) (224) - 938 51,579

(a) Fair value or cash flow hedge instruments and other non-hedge debt-related derivative instruments.

Monetary changes in non-current financial debt are detailed as follows:


For the year ended December 31, (M$) 2018 2017 2016

Issuance of non-current debt 3,938 2,959 4,096


Repayment of non-current debt (3,289) (682) (520)
NET AMOUNT 649 2,277 3,576

D) Cash and cash equivalents

ACCOUNTING POLICIES
Cash and cash equivalents are comprised of cash on hand and Investments with maturity greater than three months and less than
highly liquid short-term investments that are easily convertible into twelve months are shown under “Current financial assets”.
known amounts of cash and are subject to insignificant risks of
Changes in current financial assets and liabilities are included in
changes in value.
the financing activities section of the Consolidated Statement of
Cash Flows.

Cash and cash equivalents are detailed as follows:


For the year ended December 31, (M$) 2018 2017 2016

Cash 15,186 13,427 12,129


Cash equivalents 12,721 19,758 12,468
TOTAL 27,907 33,185 24,597

Cash equivalents are mainly composed of deposits less than three months deposited in government institutions or deposit banks selected in
accordance with strict criteria.
As of December 31, 2018, the cash and cash equivalents include $1,842 million subject to restrictions particularly due to a regulatory
framework or due to the fact they are owned by affiliates located in countries with exchange controls.

324 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15
8
E) Net-debt-to-capital ratio
For its internal and external communication needs, the Group calculates a debt ratio by dividing its net financial debt by its capital.
The ratio is calculated as follows: Net debt/(Equity + Net debt)
As of December 31, (M$)
(ASSETS)/LIABILITIES 2018 2017 2016

Current borrowings 13,306 11,096 13,920


Other current financial liabilities 478 245 327
Current financial assets (3,654) (3,393) (4,548)
Net financial assets and liabilities held for sale or exchange (15) - (140)
Non-current financial debt 40,129 41,340 43,067
Non-current financial assets (680) (679) (908)
Cash and cash equivalents (27,907) (33,185) (24,597)
NET FINANCIAL DEBT 21,657 15,424 27,121
Shareholders’ equity – Group share 115,640 111,556 98,680
Non-controlling interests 2,474 2,481 2,894
SHAREHOLDERS’ EQUITY 118,114 114,037 101,574
NET-DEBT-TO-CAPITAL RATIO 15.5% 11.9% 21.1%

15.2 Fair value of financial instruments (excluding commodity contracts)

ACCOUNTING POLICIES
The Group uses derivative instruments to manage its exposure to assets” or in liabilities under “Non-current financial debt” for
risks of changes in interest rates, foreign exchange rates and the non-current portion. The current portion (less than one
commodity prices. These financial instruments are accounted for year) is accounted for in “Current financial assets” or “Other
in accordance with IFRS 9. Changes in fair value of derivative current financial liabilities”.
instruments are recognized in the statement of income or in other
In case of the anticipated termination of derivative instruments
comprehensive income and are recognized in the balance sheet
accounted for as fair value hedges, the amount paid or
in the accounts corresponding to their nature, according to the
received is recognized in the statement of income and:
risk management strategy. The derivative instruments used by
the Group are the following: – if this termination is due to an early cancellation of the hedged
items, the adjustment previously recorded as revaluation
Cash management of those hedged items is also recognized in the statement
of income;
Financial instruments used for cash management purposes are
– if the hedged items remain in the balance sheet, the
part of a hedging strategy of currency and interest rate risks within
adjustment previously recorded as a revaluation of those
global limits set by the Group and are considered to be used
hedged items is spread over the remaining life of those
for transactions (held for trading). Changes in fair value are
items.
systematically recorded in the statement of income. The balance
sheet value of those instruments is included in “Current financial During a change in the nature of the hedge (fair value hedge
assets” or “Other current financial liabilities”. to cash flow hedge), if the components of aggregate exposure
had already been designated in a hedging relationship (FVH),
Long-term financing the Group recognizes the second relationship (CFH) without
having to de-qualify and re-qualify the initial hedging relationship.
When an external long-term financing is set up, specifically to
finance subsidiaries, and when this financing involves currency 2) Cash flow hedge when the Group implements a strategy of
and interest rate derivatives, these instruments are qualified as: fixing interest rate on the external debt. Changes in fair value
1) Fair value hedge of the interest rate risk on the external debt
are recorded in Other comprehensive Income for the effective 8
portion of the hedging and in the statement of income for the
and of the currency risk of the loans to subsidiaries. Changes
ineffective portion of the hedging. Amounts recorded in equity
in fair value of derivatives are recognized in the statement of
are transferred to the income statement when the hedged
income as are changes in fair value of underlying financial
transaction affects profit or loss.
debts and loans to subsidiaries.
The fair value of those hedging instruments of long-term
Under IFRS9 the Group has recognized in a separate
financing is included in assets under “Non-current financial
component of the comprehensive income the variation of
assets” or in liabilities under “Non-current financial debt” for
foreign currency basis spread identified in the hedging
the non-current portion. The current portion (less than one
relationships qualifying as a fair value hedge.
year) is accounted for in “Current financial assets” or “Other
The fair value of those hedging instruments of long-term current financial liabilities”.
financing is included in assets under “Non-current financial

Registration Document 2018 TOTAL 325


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15

If the hedging instrument expires, is sold or terminated by statement of income in the same period as the total or partial
anticipation, gains or losses previously recognized in equity disposal of the foreign activity.
remain in equity. Amounts are recycled to the income statement
The fair value of these instruments is recorded under “Current
only when the hedged transaction affects profit or loss.
financial assets” or “Other current financial liabilities”.
Foreign subsidiaries’ equity hedge
Commitments to purchase shares held by non-controlling
Certain financial instruments hedge against risks related to the interests (put options written on minority interests)
equity of foreign subsidiaries whose functional currency is not
Put options granted to non-controlling-interest shareholders are
the euro (mainly the dollar). These instruments qualify as “net
initially recognized as financial liabilities at the present value of the
investment hedges” and changes in fair value are recorded in
exercise price of the options with a corresponding reduction in
other comprehensive income under “Currency translation” for the
shareholders’ equity. The financial liability is subsequently measured
effective portion of the hedging and in the statement of income for
at fair value at each balance sheet date in accordance with
the ineffective portion of the hedging. Gains or losses on hedging
contractual clauses and any variation is recorded in the statement
instruments previously recorded in equity, are reclassified to the
of income (cost of debt).

A) Impact on the statement of income per nature of financial instruments

Assets and liabilities from financing activities — ineffective portion of bond hedging; and
The impact on the statement of income of financing assets and — financial income, financial expense and fair value of derivative
liabilities mainly includes: instruments used for cash management purposes classified as
“Assets and liabilities held for trading”.
— financial income on cash, cash equivalents, and current financial
assets (notably current deposits beyond three months) classified Financial derivative instruments used for cash management purposes
as “Loans and receivables”; (interest rate and foreign exchange) are considered to be held for
trading. Based on practical documentation issues, the Group did not
— financial expense of long term subsidiaries financing, associated
elect to set up hedge accounting for such instruments. The impact
hedging instruments (excluding ineffective portion of the hedge
on income of the derivatives is offset by the impact of loans and
detailed below) and financial expense of short term financing
current liabilities they are related to. Therefore these transactions
classified as “Financing liabilities and associated hedging
taken as a whole do not have a significant impact on the Consolidated
instruments”;
Financial Statements.

For the year ended December 31, (M$) 2018 2017 2016

Loans and receivables 161 53 82


Financing liabilities and associated hedging instruments (1,927) (1,395) (1,111)
Fair value hedge (ineffective portion) (6) (1) 3
Assets and liabilities held for trading (349) (191) (78)
IMPACT ON THE COST OF NET DEBT (2,121) (1,534) (1,104)

B) Impact of the hedging strategies


Fair value hedge
The impact on the statement of income of the bond hedging instruments which is recorded in the item “Financial interest on debt” in the
Consolidated statement of income is detailed as follows:
For the year ended December 31, (M$) 2018 2017 2016

Revaluation at market value of bonds 1,332 (2,519) 693


Swap hedging of bonds (1,338) 2,518 (690)
INEFFECTIVE PORTION OF THE FAIR VALUE HEDGE (6) (1) 3

The ineffective portion is not representative of the Group’s performance considering the Group’s objective to hold swaps to maturity.
The current portion of the swaps valuation is not subject to active management.
Net investment hedge
The variations of the period are detailed in the table below:
As of As of
For the year ended December 31, (M$) January 1, Variations Disposals December 31,

2018 (762) 38 - (724)


2017 (658) (104) - (762)
2016 (674) 16 - (658)

As of December 31, 2018, 2017 and 2016 the Group had no open forward contracts under these hedging instruments.

326 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15
8
Cash flow hedge
The impact on the statement of income and other comprehensive income of the hedging instruments qualified as cash flow hedges is detailed
as follows:
For the year ended December 31, (M$) 2018 2017 2016

Profit (Loss) recorded in equity during the period 24 253 308


Recycled amount from equity to the income statement during the period (116) 266 (52)

As of December 31, 2018, 2017 and 2016, the ineffective portion of these financial instruments is nil.

C) Maturity of derivative instruments


The maturity of the notional amounts of derivative instruments, excluding the commodity contracts, is detailed in the following table:

Notional value schedule

Notional 2020 2024


For the year ended December 31, 2018 (M$) Fair value Fair and and
ASSETS/(LIABILITIES) value 2019 value after 2020 2021 2022 2023 after

Fair value hedge


Swaps hedging bonds (assets) 45 1,345 235 3,712
Swaps hedging bonds (liabilities) (208) 1,874 (1,281) 16,225
TOTAL SWAPS HEDGING BONDS (163) 3,219 (1,046) 19,937 3,346 1,945 4,309 3,858 6,479
Cash flow hedge
Swaps hedging bonds (assets) - - 378 10,043
Swaps hedging bonds (liabilities) (87) 969 (599) 11,265
TOTAL SWAPS HEDGINGS BONDS (87) 969 (221) 21,308 - - - - 21,308
Forward exchange contracts related
to operational activites (assets) 2 39 - 4
Forward exchange contracts related
to operational activites (liabilities) - - - -
TOTAL FORWARD EXCHANGE CONTRACTS
RELATED TO OPERATING ACTIVITIES 2 39 - 4 4 - - - -
Held for trading
Other interest rate swaps (assets) 7 17,001 57 2,515
Other interest rate swaps (liabilities) (79) 20,816 (22) 2,686
TOTAL OTHER INTEREST RATE SWAPS (72) 37,817 35 5,201 2,186 1,004 56 1 1,954
Currency swaps and forward exchange contracts (assets) 66 10,500 11 44
Currency swaps and forward exchange contracts (liabilities) (104) 9,107 (7) 34
TOTAL CURRENCY SWAPS AND
FORWARD EXCHANGE CONTRACTS (38) 19,607 4 78 65 12 1 - -

Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.

Registration Document 2018 TOTAL 327


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15

Notional value schedule

Notional 2020 2024


For the year ended December 31, 2017 (M$) Fair value Fair and and
ASSETS/(LIABILITIES) value 2019 value after 2020 2021 2022 2023 after

Fair value hedge


Swaps hedging bonds (assets) 172 2,391 337 5,075
Swaps hedging bonds (liabilities) (157) 1,840 (951) 14,669
TOTAL SWAPS HEDGING FIXED-RATES BONDS 15 4,231 (614) 19,744 3,247 3,346 1,945 4,336 6,870
Cash flow hedge
Swaps hedging bonds (assets) - - 269 9,466
Swaps hedging bonds (liabilities) - - (131) 11,288
TOTAL SWAPS HEDGING BONDS - - 138 20,754 969 - - - 19,785
Forward exchange contracts related
to operational activites (assets) 2 55 - 28
Forward exchange contracts related
to operational activites (liabilities) - - - -
TOTAL FORWARD EXCHANGE CONTRACTS
RELATED TO OPERATIONAL ACTIVITES 2 55 - 28 24 4 - - -
Held for trading
Other interest rate swaps (assets) 32 36,775 64 2,300
Other interest rate swaps (liabilities) (17) 13,905 (3) 370
TOTAL OTHER INTEREST RATE SWAPS 15 50,680 61 2,670 41 50 1,000 - 1,579
Currency swaps and forward exchange contracts (assets) 219 15,132 9 175
Currency swaps and forward exchange contracts (liabilities) (71) 6,048 (17) 229
TOTAL CURRENCY SWAPS AND
FORWARD EXCHANGE CONTRACTS 148 21,180 (8) 404 222 128 46 7 1

Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.

Notional value schedule

Notional 2020 2024


For the year ended December 31, 2016 (M$) Fair value Fair and and
ASSETS/(LIABILITIES) value 2019 value after 2020 2021 2022 2023 after

Fair value hedge


Swaps hedging bonds (assets) 41 2,213 716 7,618
Swaps hedging bonds (liabilities) (212) 2,175 (3,007) 20,549
TOTAL SWAPS HEDGING BONDS (171) 4,388 (2,291) 28,167 4,097 3,172 3,346 1,945 15,607
Cash flow hedge
Swaps hedging bonds (assets) - - 129 3,457
Swaps hedging bonds (liabilities) - - (644) 5,679
TOTAL SWAPS HEDGING BONDS - - (515) 9,136 - 969 - - 8,167
Forward exchange contracts related
to operational activites (assets) 3 30 1 13
Forward exchange contracts related
to operational activites (liabilities) (26) 296 (5) 80
TOTAL FORWARD EXCHANGE CONTRACTS
RELATED TO OPERATIONAL ACTIVITES (23) 326 (4) 93 93 - - - -
Held for trading
Other interest rate swaps (assets) 7 16,582 35 1,859
Other interest rate swaps (liabilities) (5) 24,642 (4) 603
TOTAL OTHER INTEREST RATE SWAPS 2 41,224 31 2,462 1,291 - - 1,000 171
Currency swaps and forward exchange contracts (assets) 87 6,714 28 578
Currency swaps and forward exchange contracts (liabilities) (110) 3,803 (1) 6
TOTAL CURRENCY SWAPS AND
FORWARD EXCHANGE CONTRACTS (23) 10,517 27 584 322 137 80 43 2

Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.

328 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15
8
D) Fair value hierarchy

ACCOUNTING POLICIES
Fair values are estimated for the majority of the Group’s financial The methods used are as follows:
instruments, with the exception of publicly traded equity securities
Financial debts, swaps
and marketable securities for which the market price is used.
The market value of swaps and of bonds that are hedged by
Estimations of fair value, which are based on principles such as
those swaps has been determined on an individual basis by
discounting future cash flows to present value, must be weighted
discounting future cash flows with the market curves existing at
by the fact that the value of a financial instrument at a given time
year-end.
may be influenced by the market environment (liquidity especially),
and also the fact that subsequent changes in interest rates and Other financial instruments
exchange rates are not taken into account.
The fair value of the interest rate swaps and of FRA’s (Forward
As a consequence, the use of different estimates, methodologies Rate Agreements) are calculated by discounting future cash flows
and assumptions could have a material effect on the estimated on the basis of market curves existing at year-end after adjustment
fair value amounts. for interest accrued but unpaid. Forward exchange contracts and
currency swaps are valued on the basis of a comparison of the
negotiated forward rates with the rates in effect on the financial
markets at year-end for similar maturities.
Exchange options are valued based on models commonly used
by the market.

The fair value hierarchy for financial instruments, excluding commodity contracts, is as follows:
Quoted prices in Prices Prices
active markets for based on based on non
As of December 31, 2018 identical assets observable data observable data
(M$) (level 1) (level 2) (level 3) Total

Fair value hedge instruments - (1,209) - (1,209)


Cash flow hedge instruments - (306) - (306)
Assets and liabilities held for trading - (71) - (71)
Equity instruments 94 - - 94
TOTAL 94 (1,586) - (1,492)

Quoted prices in Prices Prices


active markets for based on based on non
As of December 31, 2017 identical assets observable data observable data
(M$) (level 1) (level 2) (level 3) Total

Fair value hedge instruments - (599) - (599)


Cash flow hedge instruments - 140 - 140
Assets and liabilities held for trading - 216 - 216
Assets available for sale 100 - - 100
TOTAL 100 (243) - (143)

Quoted prices in Prices Prices


active markets for based on based on non
As of December 31, 2016
(M$)
identical assets
(level 1)
observable data
(level 2)
observable data
(level 3) Total 8
Fair value hedge instruments - (2,462) - (2,462)
Cash flow hedge instruments - (542) - (542)
Assets and liabilities held for trading - 37 - 37
Assets available for sale 120 - - 120
TOTAL 120 (2,967) - (2,847)

Registration Document 2018 TOTAL 329


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15

15.3 Financial risks management

Financial markets related risks 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
As part of its financing and cash management activities, the Group
benchmark, primarily through short-term interest rate swaps and
uses derivative instruments to manage its exposure to changes in
short-term currency swaps, without modifying currency exposure.
interest rates and foreign exchange rates. These instruments are
mainly interest rate and currency swaps. The Group may also
Interest rate risk on non-current debt
occasionally use futures contracts and options. These operations
and their accounting treatment are detailed in Notes 14, 15.1 and The Group’s policy consists, according to general corporate needs,
15.2 to the Consolidated Financial Statements. of incurring non-current debt at a floating rate or at a fixed rate,
depending on the interest rates at the time of issue, in dollars or in
Risks relative to cash management operations and to interest rate
euros. Long-term interest rate and currency swaps may be used to
and foreign exchange financial instruments are managed according
hedge bonds at their issuance in order to create a variable or fixed
to rules set by the Group’s senior management, which provide for
rate synthetic debt. In order to partially modify the interest rate
regular pooling of available cash balances, open positions and
structure of the long-term debt, TOTAL may also enter into long-term
management of the financial instruments by the Treasury Department.
interest rate swaps.
Excess cash of the Group is deposited mainly in government
institutions, deposit banks, or major companies through deposits,
Currency exposure
reverse repurchase agreements and purchase of commercial paper.
Liquidity positions and the management of financial instruments are The Group generally seeks to minimize the currency exposure of
centralized by the Treasury Department, where they are managed by each entity to its functional currency (primarily the dollar, the euro,
a team specialized in foreign exchange and interest rate market the pound sterling and the Norwegian krone).
transactions.
For currency exposure generated by commercial activity, the hedging
The Cash Monitoring-Management Unit within the Treasury Department of revenues and costs in foreign currencies is typically performed
monitors limits and positions per bank on a daily basis and results of using currency operations on the spot market and, in some cases,
the Front Office. This unit also prepares marked-to-market valuations on the forward market. The Group rarely hedges future cash flows,
of used financial instruments and, when necessary, performs sensitivity although it may use options to do so.
analysis.
With respect to currency exposure linked to non-current assets,
the Group has a hedging policy of financing these assets in their
Counterparty risk
functional currency.
The Group has established standards for market transactions under
Net short-term currency exposure is periodically monitored against
which bank counterparties must be approved in advance, based on
limits set by the Group’s senior management.
an assessment of the counterparty’s financial soundness (multi-criteria
analysis including a review of market prices and of the Credit Default The non-current debt described in Note 15.1 to the Consolidated
Swap (CDS), its ratings with Standard & Poor’s and Moody’s, which Financial Statements is generally raised by the corporate treasury
must be of high quality, and its overall financial condition). entities either directly in dollars or in euros, or in other currencies
which are then exchanged for dollars or euros through swap issues
An overall authorized credit limit is set for each bank and is allotted
to appropriately match general corporate needs. The proceeds from
among the subsidiaries and the Group’s central treasury entities
these debt issuances are loaned to affiliates whose accounts are
according to their needs.
kept in dollars or in euros. Thus, the net sensitivity of these positions
To reduce the market value risk on its commitments, in particular for to currency exposure is not significant.
swaps set as part of bonds issuance, the Treasury Department has
The Group’s short-term currency swaps, the notional value of which
concluded margin call contracts with counterparties.
appears in Note 15.2 to the Consolidated Financial Statements,
are used to attempt to optimize the centralized cash management of
Short-term interest rate exposure and cash
the Group. Thus, the sensitivity to currency fluctuations which may
Cash balances, which are primarily composed of euros and dollars, be induced is likewise considered negligible.
are managed according to the guidelines established by the Group’s
senior management (to maintain an adequate level of liquidity,
optimize revenue from investments considering existing interest

330 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15
8
Sensitivity analysis on interest rate and foreign exchange risk
The tables below present the potential impact of an increase or decrease of 10 basis points on the interest rate yield curves for each of the
currencies on the fair value of the current financial instruments as of December 31, 2018, 2017 and 2016.
Change in fair value due to
a change in interest rate by

ASSETS/(LIABILITIES) Carrying Estimated +10 basis -10 basis


(M$) amount fair value points points

AS OF DECEMBER 31, 2018


Bonds (non-current portion, before swaps) (34,975) (36,127) 185 (185)
Swaps hedging fixed-rates bonds (liabilities) (1,880) (1,880) - -
Swaps hedging fixed-rates bonds (assets) 613 613 - -
Total swaps hedging fixed-rates bonds (assets and liabilities) (1,267) (1,267) (59) 59
Current portion of non-current debt after swap
(excluding capital lease obligations) (5,027) (5,027) - -
Other interest rates swaps (37) (37) 12 (12)
Currency swaps and forward exchange contracts (34) (34) - -
AS OF DECEMBER 31, 2017
Bonds (non-current portion, before swaps) (36,613) (38,159) 191 (191)
Swaps hedging fixed-rates bonds (liabilities) (1,082) (1,082) - -
Swaps hedging fixed-rates bonds (assets) 606 606 - -
Total swaps hedging fixed-rates bonds (assets and liabilities) (476) (476) (83) 83
Current portion of non-current debt after swap
(excluding capital lease obligations) (4,646) (4,645) 1 (1)
Other interest rates swaps 76 76 12 (12)
Currency swaps and forward exchange contracts 142 142 0 0
AS OF DECEMBER 31, 2016
Bonds (non-current portion, before swaps) (36,656) (37,757) 221 (221)
Swaps hedging fixed-rates bonds (liabilities) (3,651) (3,651) - -
Swaps hedging fixed-rates bonds (assets) 845 845 - -
Total swaps hedging fixed-rates bonds (assets and liabilities) (2,806) (2,806) (117) 117
Current portion of non-current debt after swap
(excluding capital lease obligations) (4,614) (4,614) 5 (4)
Other interest rates swaps 33 33 7 (7)
Currency swaps and forward exchange contracts (23) (23) - -

The impact of changes in interest rates on the cost of debt before tax is as follows:
For the year ended December 31, (M$) 2018 2017 2016

Cost of net debt (2,121) (1,534) (1,104)

Interest rate translation of:


+10 basis points 29 29 41 8
-10 basis points (29) (29) (41)

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 euro and the ruble, and to a lesser extent, the pound
sterling, the Norwegian krone.

Registration Document 2018 TOTAL 331


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15

This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in consolidated
shareholders’ equity which, over the course of the last three years, is essentially related to the fluctuation of the euro, the ruble and the pound
sterling and is set forth in the table below:
Dollar/
Dollar/Euro Pound sterling Dollar/Ruble
exchange rates exchange rates exchange rates

DECEMBER 31, 2018 0.87 0.78 69.62


December 31, 2017 0.83 0.74 57.86
December 31, 2016 0.95 0.81 61.00

Pound Other
As of December 31, 2018 (M$) Total Euro Dollar sterling Ruble currencies

Shareholders’ equity at historical exchange rate 126,953 41,518 59,125 9,077 8,248 8,985
Currency translation adjustment before net investment hedge (11,321) (3,706) - (1,960) (3,892) (1,763)
Net investment hedge – open instruments 8 8 - - - -
Shareholders’ equity at exchange rate as of December 31, 2018 115,640 37,820 59,125 7,117 4,356 7,222

Pound Other
As of December 31, 2017 (M$) Total Euro Dollar sterling Ruble currencies

Shareholders’ equity at historical exchange rate 119,450 44,930 51,674 6,467 7,366 9,013
Currency translation adjustment before net investment hedge (7,908) (1,903) - (1,543) (3,076) (1,386)
Net investment hedge – open instruments 14 14 - - - -
Shareholders’ equity at exchange rate as of December 31, 2017 111,556 43,041 51,674 4,924 4,290 7,627

Pound Other
As of December 31, 2016 (M$) Total Euro Dollar sterling Ruble currencies

Shareholders’ equity at historical exchange rate 112,551 38,645 51,863 5,997 7,227 8,819
Currency translation adjustment before net investment hedge (13,871) (6,845) - (1,978) (3,286) (1,762)
Net investment hedge – open instruments - - - - - -
Shareholders’ equity at exchange rate as of December 31, 2016 98,680 31,800 51,863 4,019 3,941 7,057

Based on the 2018 financial statements, a conversion using rates different from + or – 10% for each of the currencies below would have the
following impact on shareholders equity and net income (Group share):
Pound
As of December 31, 2018 (M$) Euro sterling Ruble

Impact of an increase of 10% of exchange rates on:


– shareholders equity 3,782 712 436
– net income (Group share) 122 135 81

Impact of a decrease of 10% of exchange rates on:


– shareholders equity (3,782) (712) (436)
– net income (Group share) (122) (135) (81)

Stock market risk As of December 31, 2018, these lines of credit amounted to
$11,515 million, of which $11,515 million was unused. The agreements
The Group holds interests in a number of publicly-traded companies
for the lines of credit granted to TOTAL S.A. do not contain conditions
(see Note 8 to the Consolidated Financial Statements). The market
related to the Company’s financial ratios, to its financial ratings
value of these holdings fluctuates due to various factors, including
from specialized agencies, or to the occurrence of events that could
stock market trends, valuations of the sectors in which the companies
have a material adverse effect on its financial position. As of
operate, and the economic and financial condition of each individual
December 31, 2018, the aggregate amount of the principal confirmed
company.
lines of credit granted by international banks to Group companies,
Liquidity risk including TOTAL S.A., was $13,191 million, of which $12,599 million
was unused. The lines of credit granted to Group companies other
TOTAL S.A. has confirmed lines of credit granted by international banks,
than TOTAL S.A. are not intended to finance the Group’s general
which are calculated to allow it to manage its short-term liquidity
needs; they are intended to finance either the general needs of the
needs as required.
borrowing subsidiary or a specific project.

332 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15
8
The following tables show the maturity of the financial assets and liabilities of the Group as of December 31, 2018, 2017 and 2016
(see Note 15 to the Consolidated Financial Statements).

As of December 31, 2018 (M$) Less than More than


ASSETS/(LIABILITIES) 1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total

Non-current financial debt (notional value excluding interests) - (5,432) (3,966) (5,158) (4,983) (19,910) (39,449)
Current borrowings (13,306) - - - - - (13,306)
Other current financial liabilities (478) - - - - - (478)
Current financial assets 3,654 - - - - - 3,654
Assets and liabilities available for sale or exchange 15 - - - - - 15
Cash and cash equivalents 27,907 - - - - - 27,907
NET AMOUNT BEFORE FINANCIAL EXPENSE 17,792 (5,432) (3,966) (5,158) (4,983) (19,910) (21,657)
Financial expense on non-current financial debt (718) (682) (598) (506) (427) (1,037) (3,968)
Interest differential on swaps (484) (412) (369) (309) (234) (869) (2,677)
NET AMOUNT 16,590 (6,526) (4,933) (5,973) (5,644) (21,816) (28,302)

As of December 31, 2017 (M$) Less than More than


ASSETS/(LIABILITIES) 1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total

Non-current financial debt (notional value excluding interests) - (5,930) (5,117) (3,795) (4,959) (20,860) (40,661)
Current borrowings (11,096) - - - - - (11,096)
Other current financial liabilities (245) - - - - - (245)
Current financial assets 3,393 - - - - - 3,393
Assets and liabilities available for sale or exchange - - - - - - -
Cash and cash equivalents 33,185 - - - - - 33,185
NET AMOUNT BEFORE FINANCIAL EXPENSE 25,237 (5,930) (5,117) (3,795) (4,959) (20,860) (15,424)
Financial expense on non-current financial debt (805) (779) (636) (545) (454) (1,093) (4,312)
Interest differential on swaps (193) (223) (257) (245) (198) (681) (1,797)
NET AMOUNT 24,239 (6,932) (6,010) (4,585) (5,611) (22,634) (21,533)

As of December 31, 2016 (M$) Less than More than


ASSETS/(LIABILITIES) 1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total

Non-current financial debt (notional value excluding interests) - (4,320) (5,702) (4,952) (3,578) (23,607) (42,159)
Current borrowings (13,920) - - - - - (13,920)
Other current financial liabilities (327) - - - - - (327)
Current financial assets 4,548 - - - - - 4,548
Assets and liabilities available for sale or exchange 140 - - - - - 140
Cash and cash equivalents 24,597 - - - - - 24,597
NET AMOUNT BEFORE FINANCIAL EXPENSE 15,038 (4,320) (5,702) (4,952) (3,578) (23,607) (27,121)
Financial expense on non-current financial debt (799) (783) (682) (552) (465) (1,271) (4,552)
Interest differential on swaps (79) (56) (201) (253) (272) (910) (1,771) 8
NET AMOUNT 14,160 (5,159) (6,585) (5,757) (4,315) (25,788) (33,444)

The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2018, 2017 and 2016 (see Note 14
of the Notes to the Consolidated Financial Statements).
As of December 31, (M$)
ASSETS/(LIABILITIES) 2018 2017 2016

Accounts payable (26,134) (26,479) (23,227)


Other operating liabilities (13,286) (10,135) (9,616)
Including financial instruments related to commodity contracts (3,429) (1,794) (2,077)
Accounts receivable, net 17,270 14,893 12,213
Other operating receivables 9,733 9,336 10,218
Including financial instruments related to commodity contracts 2,731 1,987 2,425
TOTAL (12,417) (12,385) (10,412)

These financial assets and liabilities mainly have a maturity date below one year.

Registration Document 2018 TOTAL 333


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15

Credit risk The Group is exposed to credit risks in its operating and financing
activities. The Group’s maximum exposure to credit risk is partially
Credit risk is defined as the risk of the counterparty to a contract
related to financial assets recorded on its balance sheet, including
failing to perform or pay the amounts due.
energy derivative instruments that have a positive market value.

The following table presents the Group’s maximum credit risk exposure:
As of December 31, (M$)
ASSETS/(LIABILITIES) 2018 2017 2016

Loans to equity affiliates (Note 8) 4,755 5,135 4,718


Loans and advances (Note 6) 1,877 2,878 3,048
Other non-current financial assets related to operational activities (Note 6) 471 937 1,069
Non-current financial assets (Note 15.1) 680 679 908
Accounts receivable (Note 5) 17,270 14,893 12,213
Other operating receivables (Note 5) 9,733 9,336 10,218
Current financial assets (Note 15.1) 3,654 3,393 4,548
Cash and cash equivalents (Note 15.1) 27,907 33,185 24,597
TOTAL 66,347 70,436 61,319

The valuation allowance on accounts receivable, other operating Potential counterparties are subject to credit assessment and
receivables and on loans and advances is detailed in Notes 5 and 6 approval before concluding transactions and are thereafter subject
to the Consolidated Financial Statements. to regular review, including re-appraisal and approval of the limits
previously granted.
As part of its credit risk management related to operating and
financing activities, the Group has developed margining agreements The creditworthiness of counterparties is assessed based on an
with certain counterparties. As of December 31, 2018, the net margin analysis of quantitative and qualitative data regarding financial
call paid amounted to $2,581 million (against $870 million paid as of standing and business risks, together with the review of any relevant
December 31, 2017 and $2,605 million paid as of December 31, third party and market information, such as data published by rating
2016). agencies. On this basis, credit limits are defined for each potential
counterparty and, where appropriate, transactions are subject to
The Group has established a number of programs for the sale of
specific authorizations.
receivables, without recourse, with various banks, primarily to reduce
its exposure to such receivables. As a result of these programs the Credit exposure, which is essentially an economic exposure or an
Group retains no risk of payment default after the sale, but may expected future physical exposure, is permanently monitored and
continue to service the customer accounts as part of a service subject to sensitivity measures.
arrangement on behalf of the buyer and is required to pay to the
Credit risk is mitigated by the systematic use of industry standard
buyer payments it receives from the customers relating to the
contractual frameworks that permit netting, enable requiring added
receivables sold. As of December 31, 2018, the net value of
security in case of adverse change in the counterparty risk, and allow
receivables sold amounted to $6,856 million. The Group has
for termination of the contract upon occurrence of certain events
substantially transferred all the risks and rewards related to
of default.
receivables. No financial asset or liability remains recognized in the
consolidated balance sheet after the date of sale. About the Professionals and Retail Gas and Power Sales activities,
credit risk management policy is adapted to the type of customer
Furthermore, in 2018 the Group conducted several operations of
either through the use of procedures of prepayments and appropriate
reverse factoring for a value of $289 million.
collection, especially for mass customers or through credit insurances
Credit risk is managed by the Group’s business segments as follows: and sureties/guarantees obtaining. For the Professionals segment,
the separation of responsibilities between the commercial and
— Exploration & Production segment
financial teams allows a “a priori” positions risk control.
Risks arising under contracts with government authorities or other oil
— Renewables and Innovation, Energy Efficiency (IEE)
companies or under long-term supply contracts necessary for the
development of projects are evaluated during the project approval Internal procedures for the Renewables division and the Innovation &
process. The long-term aspect of these contracts and the high-quality Energy Efficiency division include rules on credit risk management.
of the other parties lead to a low level of credit risk. Procedures to monitor customer risk are defined at the local level,
especially for SunPower, Saft and Greenflex (rules for the approval
Risks related to commercial operations, other than those described
of credit limits, use of guarantees, monitoring and assessment of the
above (which are, in practice, directly monitored by subsidiaries),
receivables portfolio…).
are subject to procedures for establishing credit limits and reviewing
outstanding balances. — Refining & Chemicals segment
— Gas, Renewables & Power segment — Refining & Chemicals
— Gas & Power activities Credit risk is primarily related to commercial receivables. Internal
procedures of Refining & Chemicals include rules for the management
Trading Gas & Power activities deal with counterparties in the energy,
of credit describing the fundamentals of internal control in this domain.
industrial and financial sectors throughout the world. Financial
Each Business Unit implements the procedures of the activity for
institutions providing credit risk coverage are highly rated international
managing and provisioning credit risk according to the size of the
bank and insurance groups.
subsidiary and the market in which it operates. The principal elements
of these procedures are:

334 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 15
8
– implementation of credit limits with different authorization Potential counterparties are subject to credit assessment and approval
schemes; prior to any transaction being concluded and all active counterparties
– use of insurance policies or specific guarantees (letters of credit); are subject to regular reviews, including re-appraisal and approval of
– regular monitoring and assessment of overdue accounts (aging granted limits. The creditworthiness of counterparties is assessed
balance), including dunning procedures. based on an analysis of quantitative and qualitative data regarding
financial standing and business risks, together with the review of any
Counterparties are subject to credit assessment and approval prior
relevant third party and market information, such as ratings published
to any transaction being concluded. Regular reviews are made for all
by Standard & Poor’s, Moody’s Investors Service and other agencies.
active counterparties including a re-appraisal and renewing of the
granted credit limits. The limits of the counterparties are assessed Contractual arrangements are structured so as to maximize the risk
based on quantitative and qualitative data regarding financial standing, mitigation benefits of netting between transactions wherever possible
together with the review of any relevant third party and market and additional protective terms providing for the provision of security
information, such as that provided by rating agencies and insurance in the event of financial deterioration and the termination of transactions
companies. on the occurrence of defined default events are used to the greatest
permitted extent.
— Trading & Shipping
Credit risks in excess of approved levels are secured by means of
Trading & Shipping deals with commercial counterparties and financial
letters of credit and other guarantees, cash deposits and insurance
institutions located throughout the world. Counterparties to physical
arrangements. In respect of derivative transactions, risks are secured
and derivative transactions are primarily entities involved in the oil
by margin call contracts wherever possible.
and gas industry or in the trading of energy commodities, or financial
institutions. Credit risk coverage is arranged with financial institutions, — Marketing & Services segment
international banks and insurance groups selected in accordance
Internal procedures for the Marketing & Services division include rules
with strict criteria.
on credit risk that describe the basis of internal control in this domain,
The Trading & Shipping division applies a strict policy of internal including the separation of authority between commercial and financial
delegation of authority governing establishment of country and operations.
counterparty credit limits and approval of specific transactions. Credit
Credit policies are defined at the local level and procedures to monitor
exposures contracted under these limits and approvals are monitored
customer risk are implemented (credit committees at the subsidiary
on a daily basis.
level, the creation of credit limits for corporate customers, 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.

Registration Document 2018 TOTAL 335


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 16

NOTE 16 Financial instruments related to commodity contracts

16.1 Financial instruments related to commodity contracts

ACCOUNTING POLICIES
Financial instruments related to commodity contracts, including The valuation methodology is to mark-to-market all open positions
crude oil, petroleum products, gas, and power purchase/sales for both physical and paper transactions. The valuations are
contracts within the trading activities, together with the commodity determined on a daily basis using observable market data based
contract derivative instruments such as energy contracts and on organized and over the counter (OTC) markets. In particular
forward freight agreements, are used to adjust the Group’s cases when market data is not directly available, the valuations
exposure to price fluctuations within global trading limits. are derived from observable data such as arbitrages, freight or
According to the industry practice, these instruments are spreads and market corroboration. For valuation of risks which
considered as held for trading. Changes in fair value are recorded are the result of a calculation, such as options for example,
in the statement of income. The fair value of these instruments is commonly known models are used to compute the fair value.
recorded in “Other current assets” or “Other creditors and accrued
liabilities” depending on whether they are assets or liabilities.

Gross value Gross value Net balance Net balance


before before Amounts Amounts sheet value sheet value Other
As of December 31, 2018 (M$) offsetting offsetting offset offset presented presented amounts Net carrying Fair
ASSETS/(LIABILITIES) – assets – liabilities – assets (c) – liabilities (c) – assets – liabilities not offset amount value (b)

Crude oil, petroleum products and freight rates activities


Petroleum products, crude oil
and freight rate swaps 389 (272) (140) 140 249 (132) - 117 117
Forwards (a) 243 (373) (59) 59 184 (314) - (130) (130)
Options 243 (363) (156) 156 87 (207) - (120) (120)
Futures 10 - - - 10 - - 10 10
Options on futures 529 (689) (529) 529 - (160) - (160) (160)
Other/Collateral - - - - - - (118) (118) (118)
TOTAL CRUDE OIL,
PETROLEUM PRODUCTS
AND FREIGHT RATES 1,414 (1,697) (884) 884 530 (813) (118) (401) (401)

Gas, Renewables & Power activities


Swaps 18 (624) (6) 6 12 (618) - (606) (606)
Forwards (a) 2,492 (2,285) (316) 316 2,176 (1,969) - 207 207
Options 3 (20) (18) 18 (15) (2) - (17) (17)
Futures 126 (125) (98) 98 28 (27) - 1 1
Other/Collateral - - - - - - 445 445 445
TOTAL GAS,
RENEWABLES & POWER 2,639 (3,054) (438) 438 2,201 (2,616) 445 30 30
TOTAL 4,053 (4,751) (1,322) 1,322 2,731 (3,429) 327 (371) (371)
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.

336 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 16
8
Gross value Gross value Net balance Net balance
before before Amounts Amounts sheet value sheet value Other
As of December 31, 2017 (M$) offsetting offsetting offset offset presented presented amounts Net carrying Fair
ASSETS/(LIABILITIES) – assets – liabilities – assets (c) – liabilities (c) – assets – liabilities not offset amount value (b)

Crude oil, petroleum products and freight rates activities


Petroleum products, crude oil
and freight rate swaps 244 (333) (102) 102 142 (231) - (89) (89)
Forwards (a) 109 (113) (12) 12 97 (101) - (4) (4)
Options 82 (163) (52) 52 30 (111) - (81) (81)
Futures - - - - - - - - -
Options on futures 202 (251) (155) 155 47 (96) - (49) (49)
Other/Collateral - - - - - - 63 63 63
TOTAL CRUDE OIL,
PETROLEUM PRODUCTS
AND FREIGHT RATES 637 (860) (321) 321 316 (539) 63 (160) (160)

Gas, Renewables & Power activities


Swaps 76 (7) (3) 3 73 (4) - 69 69
Forwards (a) 1,717 (1,345) (92) 92 1,625 (1,253) - 372 372
Options 6 (30) (33) 33 (27) 3 - (24) (24)
Futures - (1) - - - (1) - (1) (1)
Other/Collateral - - - - - - (86) (86) (86)
TOTAL GAS,
RENEWABLES & POWER 1,799 (1,383) (128) 128 1,671 (1,255) (86) 330 330
TOTAL 2,436 (2,243) (449) 449 1,987 (1,794) (23) 170 170
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.

Gross value Gross value Net balance Net balance


before before Amounts Amounts sheet value sheet value Other
As of December 31, 2016 (M$) offsetting offsetting offset offset presented presented amounts Net carrying Fair
ASSETS/(LIABILITIES) – assets – liabilities – assets (c) – liabilities (c) – assets – liabilities not offset amount value (b)

Crude oil, petroleum products and freight rates activities


Petroleum products, crude oil
and freight rate swaps 464 (266) (140) 140 324 (126) - 198 198
Forwards (a) 172 (214) (8) 8 164 (206) - (42) (42)
Options 194 (207) (125) 125 69 (82) - (13) (13)
Futures - - - - - - - - -
Options on futures 151 (164) (150) 150 1 (14) - (13) (13)
Other/Collateral - - - - - - (220) (220) (220)
TOTAL CRUDE OIL,
PETROLEUM PRODUCTS
AND FREIGHT RATES 981 (851) (423) 423 558 (428) (220) (90) (90)
8
Gas, Renewables & Power activities
Swaps 63 (39) (3) 3 60 (36) - 24 24
Forwards (a) 1,879 (1,672) (61) 61 1,818 (1,611) - 207 207
Options 15 (28) (26) 26 (11) (2) - (13) (13)
Futures - - - - - - - - -
Other/Collateral - - - - - - (97) (97) (97)
TOTAL GAS,
RENEWABLES & POWER 1,957 (1,739) (90) 90 1,867 (1,649) (97) 121 121
TOTAL 2,938 (2,590) (513) 513 2,425 (2,077) (317) 31 31
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.

Registration Document 2018 TOTAL 337


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 16

Most commitments on crude oil and refined products have a short term maturity (less than one year). The maturity of most Gas,
Renewables & Power division derivatives is less than three years forward.
The changes in fair value of financial instruments related to commodity contracts are detailed as follows:
Fair value as of Impact on Settled Fair value as of
For the year ended December 31, (M$) January 1, income contracts Other December 31,

Crude oil, petroleum products and freight rates activities


2018 (223) 2,689 (2,749) - (283)
2017 130 2,693 (3,047) - (223)
2016 1,157 3,013 (4,040) - 130
Gas, Renewables & Power activities
2018 416 1,220 (2,057) 6 (415)
2017 218 717 (554) 35 416
2016 613 392 (742) (45) 218

The fair value hierarchy for financial instruments related to commodity contracts is as follows:
Quoted prices in Prices Prices
active markets for based on based on non
As of December 31, 2018 identical assets observable data observable data
(M$) (level 1) (level 2) (level 3) Total

Crude oil, petroleum products and freight rates activities (303) 20 - (283)
Gas, Renewables & Power activities 424 (638) (201) (415)
TOTAL 121 (618) (201) (698)

Quoted prices in Prices Prices


active markets for based on based on non
As of December 31, 2017 identical assets observable data observable data
(M$) (level 1) (level 2) (level 3) Total

Crude oil, petroleum products and freight rates activities (49) (173) - (223)
Gas, Renewables & Power activities 288 128 - 416
TOTAL 239 (45) - 193

Quoted prices in Prices Prices


active markets for based on based on non
As of December 31, 2016 identical assets observable data observable data
(M$) (level 1) (level 2) (level 3) Total

Crude oil, petroleum products and freight rates activities (22) 152 - 130
Gas, Renewables & Power activities 409 (191) - 218
TOTAL 387 (39) - 348

Financial instruments classified as level 3 in 2018 consist of long- oil and on the basis of internal assumptions for price evolution beyond
term liquefied natural gas purchase and sales contracts which relate observable horizon, on price renegotiation terms for long-term
to the trading activity. contracts and on uncertainties related to the execution of contracts.
The composition and size of this portfolio of contracts changed in These valuation methods lead to an assessment of the fair value of
2018 compared to 2017 as a result of the acquisition of ENGIE’s the portfolio of contracts over an effective horizon of two years.
activities.
The description of each fair value level is presented in Note 15 to the
The Group values these contracts on the basis of observable inputs Consolidated Financial Statements.
on the forward price of natural gas, liquefied natural gas and crude

Cash Flow hedge


The impact on the statement of income and other comprehensive income of the hedging instruments related to commodity contracts and
qualified as cash flow hedges is detailed as follows:
As of December 31, (M$) 2018 2017 2016

Profit (Loss) recorded in equity during the period 3 71 (69)


Recycled amount from equity to the income statement during the period (3) (6) (1)

These financial instruments are mainly one year term Henry Hub derivatives.
As of December 31, 2018, the ineffective portion of these financial instruments is nil (in 2017 the ineffective portion of these financial
instruments was nil and in 2016, the ineffective portion of these financial instruments was a loss of $5 million).

338 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Notes 16 and 17
8
16.2 Oil and Gas market related risks management The Trading & Shipping division measures its market risk exposure,
i.e., potential loss in fair values, on its crude oil, refined products and
Oil and gas market related risks freight rates trading activities using a value-at-risk technique. This
technique is based on an historical model and makes an assessment
Due to the nature of its business, the Group has significant oil and
of the market risk arising from possible future changes in market
gas trading activities as part of its day-to-day operations in order to
values over a 24-hour period. The calculation of the range of potential
optimize revenues from its oil and gas production and to obtain
changes in fair values is based on the end-of-day exposures and
favorable pricing to supply its refineries.
historical price movements of the last 400 business days for all traded
In its international oil trading business, the Group follows a policy of not instruments and maturities. Options are systematically re-evaluated
selling its future production. However, in connection with this trading using appropriate models.
business, the Group, like most other oil companies, uses energy
The “value-at-risk” represents the most unfavorable movement in fair
derivative instruments to adjust its exposure to price fluctuations of
value obtained with a 97.5% confidence level. This means that the
crude oil, refined products, natural gas, and power. The Group also
Group’s portfolio result is likely to exceed the value-at-risk loss
uses freight rate derivative contracts in its shipping business to adjust
measure once over 40 business days if the portfolio exposures were
its exposure to freight-rate fluctuations. To hedge against this risk,
left unchanged.
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 16.1 to the Consolidated Financial Statements.

Trading & Shipping: value-at-risk with a 97.5% probability


As of December 31, (M$) High Low Average Year end

2018 21 5 12 7
2017 28 4 16 7
2016 25 7 14 22

As part of its gas and power trading activity, the Group also uses an assessment of the market risk arising from possible future changes
derivative instruments such as futures, forwards, swaps and options in market values over a one-day period. The calculation of the range
in both organized and over-the-counter markets. In general, the of potential changes in fair values takes into account a snapshot of
transactions are settled at maturity date through physical delivery. the end-of-day exposures and the set of historical price movements
The Gas division measures its market risk exposure, i.e., potential for the past two years for all instruments and maturities in the global
loss in fair values, on its trading business using a value-at-risk trading business.
technique. This technique is based on an historical model and makes

Gas, Renewables & Power division trading: value-at-risk with a 97.5% probability
As of December 31, (M$) High Low Average Year end

2018 20 3 10 10
2017 13 3 6 4
2016 8 2 4 2

The Group has implemented strict policies and procedures to manage operators, including other oil companies, major energy producers or
and monitor these market risks. These are based on the separation consumers and financial institutions. The Group has established
of control and front-office functions and on an integrated information counterparty limits and monitors outstanding amounts with each
system that enables real-time monitoring of trading activities. counterparty on an ongoing basis.
Limits on trading positions are approved by the Group’s Executive
Committee and are monitored daily. To increase flexibility and encourage
liquidity, hedging operations are performed with numerous independent
8
NOTE 17 Post closing events
There was no post closing event.

Registration Document 2018 TOTAL 339


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

NOTE 18 Consolidation scope

As of December 31, 2018, 1,191 entities are consolidated of which 145 are accounted for under the equity method (E).
The table below sets forth the main Group consolidated entities:
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Exploration & Production


Abu Dhabi Gas Industries Limited 15.00% E United Arab Emirates United Arab Emirates
Abu Dhabi Gas Liquefaction Company Limited 5.00% E United Arab Emirates United Arab Emirates
Abu Dhabi Marine Areas Limited 33.33% E United Kingdom United Arab Emirates
Abu Dhabi Petroleum Company Limited 23.75% E United Kingdom United Arab Emirates
Angola Block 14 B.V. 50.01% Netherlands Angola
Angola LNG Limited 13.60% E Bermuda Angola
Angola LNG Supply Services, LLC 13.60% E United States United States
Bonny Gas Transport Limited 15.00% E Bermuda Nigeria
Brass Holdings S.A.R.L. 100.00% Luxembourg Luxembourg
Brass LNG Limited 20.48% E Nigeria Nigeria
Deer Creek Pipelines Limited 75.00% Canada Canada
Dolphin Energy Limited 24.50% E United Arab Emirates United Arab Emirates
E.F. Oil And Gas Limited 100.00% United Kingdom United Kingdom
Elf E&P 100.00% France France
Elf Exploration UK Limited 100.00% United Kingdom United Kingdom
Elf Petroleum Iran 100.00% France Iran
Elf Petroleum UK Limited 100.00% United Kingdom United Kingdom
Gas Investment and Services Company Limited 10.00% E Bermuda Oman
Ichthys LNG PTY Limited 26.00% * E Australia Australia
Mabruk Oil Operations 49.02% France Libya
Marathon Oil Libya Limited 100.00% Cayman Islands Libya
Moattama Gas Transportation Company Limited 31.24% E Bermuda Myanmar
National Gas Shipping Company Limited 5.00% E United Arab Emirates United Arab Emirates
Nigeria LNG Limited 15.00% E Nigeria Nigeria
Norpipe Oil A/S 34.93% E Norway Norway
Norpipe Petroleum UK Limited 45.22% E United Kingdom Norway
Norpipe Terminal Holdco Limited 45.22% E United Kingdom United Kingdom
North Oil Company 30.00% E Qatar Qatar
Novatek 19.40% E Russia Russia
Oman LNG, LLC 5.54% E Oman Oman
Pars LNG Limited 40.00% E Bermuda Iran
Petrocedeño 30.32% E Venezuela Venezuela
Private Oil Holdings Oman Limited 10.00% E United Kingdom Oman
Qatar Liquefied Gas Company Limited 10.00% E Qatar Qatar
Qatar Liquefied Gas Company Limited (II) 16.70% E Qatar Qatar
Stogg Eagle Funding B.V. 100.00% Netherlands Nigeria
Tep Barnett Usa (75) 100.00% United States United States
Tep Gom Moh. LLC 100.00% United States United States
Tep Jack LLC 100.00% United States United States
Tepkri Sarsang A/S 100.00% Denmark Iraq
Terneftegaz JSC (a) 58.89% E Russia Russia
Total (BTC) B.V. 100.00% Netherlands Netherlands
Total Abu Al Bu Khoosh 100.00% France United Arab Emirates
Total Austral 100.00% France Argentina
Total Brazil Ltda 100.00% Brazil Brazil
Total Brazil Services B.V. 100.00% Netherlands Netherlands
Total Danmark Pipelines A/S 100.00% Denmark Denmark
Total Dolphin Midstream 100.00% France France
Total E&P Chissonga Limited 100.00% British Virgin Islands Angola
Total E&P Absheron B.V. 100.00% Netherlands Azerbaijan
Total E&P Al Shaheen A/S 100.00% Denmark Qatar
Total E&P Algérie 100.00% France Algeria
Total E&P Algerie Berkine A/S 100.00% Denmark Algeria
Total E&P Americas, LLC 100.00% United States United States
Total E&P Angola 100.00% France Angola
Total E&P Angola Block 15/06 Limited 100.00% Bermuda Angola

340 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Exploration & Production (contd)


Total E&P Angola Block 16 A/S 100.00% Denmark Angola
Total E&P Angola Block 16 Holding A/S 100.00% Denmark Angola
Total E&P Angola Block 17.06 100.00% France Angola
Total E&P Angola Block 25 100.00% France 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 Angola Block 48 B.V. 100.00% Netherlands Angola
Total E&P Angola Chissonga Holdings Limited 100.00% British Virgin Islands Angola
Total E&P Aruba B.V. 100.00% Netherlands Aruba
Total E&P Asia Pacific Pte. Limited 100.00% Singapore Singapore
Total E&P Australia 100.00% France Australia
Total E&P Australia Exploration PTY Limited 100.00% Australia Australia
Total E&P Australia II 100.00% France Australia
Total E&P Australia III 100.00% France Australia
Total E&P Azerbaijan B.V. 100.00% Netherlands Azerbaijan
Total E&P Bolivie 100.00% France Bolivia
Total E&P Borneo B.V. 100.00% Netherlands Brunei
Total E&P Bulgaria B.V. 100.00% Netherlands Bulgaria
Total E&P Cambodge 100.00% France Cambodia
Total E&P Canada Limited 100.00% Canada Canada
Total E&P Chine 100.00% France China
Total E&P Chorey, LLC 100.00% United States United States
Total E&P Colombie 100.00% France Colombia
Total E&P Congo 85.00% Republic Republic
of the Congo of the Congo
Total E&P Côte d’Ivoire 100.00% France Côte d’Ivoire
Total E&P Côte d’Ivoire CI – 514 100.00% France Côte d’Ivoire
Total E&P Côte d’Ivoire CI – 515 100.00% France Côte d’Ivoire
Total E&P Côte d’Ivoire CI – 516 100.00% France Côte d’Ivoire
Total E&P Côte d’Ivoire CI-605 B.V. 100.00% Netherlands Côte d’Ivoire
Total E&P Cyprus B.V. 100.00% Netherlands Cyprus
Total E&P Danmark A/S – CPH 100.00% Denmark Denmark
Total E&P Danmark A/S – EBJ 100.00% Denmark Denmark
Total E&P Deep Offshore Borneo B.V. 100.00% Netherlands Brunei
Total E&P Denmark B.V. 100.00% Netherlands Denmark
Total E&P Do Brasil Ltda 100.00% Brazil Brazil
Total E&P Dolphin Upstream 100.00% France France
Total E&P Dunga GmbH 100.00% Germany Kazakhstan
Total E&P East El Burullus Offshore B.V. 100.00% Netherlands Egypt
Total E&P Egypt Block 2 B.V. 100.00% Netherlands Egypt
Total E&P Égypte 100.00% France Egypt
Total E&P Energia Ltda 100.00% Brazil Brazil 8
Total E&P Europe and Central Asia Limited 100.00% United Kingdom United Kingdom
Total E&P France 100.00% France France
Total E&P Golfe Limited 100.00% France Qatar
Total E&P Greece Bv 100.00% Netherlands Greece
Total E&P Guyana B.V. 100.00% Netherlands Guyana
Total E&P Guyane Francaise 100.00% France France
Total E&P Holding Ichthys 100.00% France France
Total E&P Holdings Australia PTY Limited 100.00% Australia Australia
Total E&P Holdings Russia 100.00% France France
Total E&P Holdings UAE B.V. 100.00% Netherlands United Arab Emirates
Total E&P Ichthys B.V. 100.00% Netherlands Australia
Total E&P Indonesia Mentawai B.V. 100.00% Netherlands Indonesia
Total E&P Indonésie 100.00% France Indonesia
Total E&P International K1 Limited 100.00% United Kingdom Kenya
Total E&P International K2 Limited 100.00% United Kingdom Kenya
Total E&P International K3 Limited 100.00% United Kingdom Kenya
Total E&P International Limited 100.00% United Kingdom Kenya

Registration Document 2018 TOTAL 341


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Exploration & Production (contd)


Total E&P Iraq 100.00% France Iraq
Total E&P Ireland B.V. 100.00% Netherlands Ireland
Total E&P Italia 100.00% Italy Italy
Total E&P Kazakhstan 100.00% France Kazakhstan
Total E&P Kenya B.V. 100.00% Netherlands Kenya
Total E&P Kurdistan Region of Iraq (Harir) B.V. 100.00% Netherlands Iraq
Total E&P Kurdistan Region of Iraq (Safen) B.V. 100.00% Netherlands Iraq
Total E&P Kurdistan Region of Iraq (Taza) B.V. 100.00% Netherlands Iraq
Total E&P Kurdistan Region of Iraq B.V. 100.00% Netherlands Iraq
Total E&P Liban S.A.L. 100.00% Lebanon Lebanon
Total E&P Libye 100.00% France Libya
Total E&P Lower Zakum B.V. 100.00% Netherlands United Arab Emirates
Total E&P Malaysia 100.00% France Malaysia
Total E&P Mauritania Block C18 B.V. 100.00% Netherlands Mauritania
Total E&P Mauritania Block C9 B.V. 100.00% Netherlands Mauritania
Total E&P Mauritania Blocks DW B.V. 100.00% Netherlands Mauritania
Total E&P Mauritanie 100.00% France Mauritania
Total E&P Mexico S.A. de C.V. 100.00% Mexico Mexico
Total E&P Mozambique B.V. 100.00% Netherlands Mozambique
Total E&P Myanmar 100.00% France Myanmar
Total E&P Namibia B.V. 100.00% Netherlands Namibia
Total E&P Nederland B.V. 100.00% Netherlands Netherlands
Total E&P New Ventures Inc. 100.00% United States United States
Total E&P Nigeria Deepwater A Limited 100.00% Nigeria Nigeria
Total E&P Nigeria Deepwater B Limited 100.00% Nigeria Nigeria
Total E&P Nigeria Deepwater C Limited 100.00% Nigeria Nigeria
Total E&P Nigeria Deepwater D Limited 100.00% Nigeria Nigeria
Total E&P Nigeria Deepwater E Limited 100.00% Nigeria Nigeria
Total E&P Nigeria Deepwater F Limited 100.00% Nigeria Nigeria
Total E&P Nigeria Deepwater G Limited 100.00% Nigeria Nigeria
Total E&P Nigeria Deepwater H Limited 100.00% Nigeria Nigeria
Total E&P Nigeria Limited 100.00% Nigeria Nigeria
Total E&P Nigeria S.A.S. 100.00% France France
Total E&P Norge AS 100.00% Norway Norway
Total E&P North Sea UK Limited 100.00% United Kingdom United Kingdom
Total E&P Oman 100.00% France Oman
Total E&P Participations Petrolieres Congo 100.00% Republic Republic
of the Congo of the Congo
Total E&P Philippines B.V. 100.00% Netherlands Philippines
Total E&P PNG 2 B.V. 100.00% Netherlands Papua New Guinea
Total E&P PNG 5 B.V. 100.00% Netherlands Papua New Guinea
Total E&P PNG Limited 100.00% Papua New Guinea Papua New Guinea
Total E&P Poland B.V. 100.00% Netherlands Poland
Total E&P Qatar 100.00% France Qatar
Total E&P RDC 100.00% Democratic Republic Democratic Republic
of Congo of Congo
Total E&P Research & Technology USA LLC 100.00% United States United States
Total E&P Russie 100.00% France Russia
Total E&P Sebuku 100.00% France Indonesia
Total E&P Senegal 100.00% France Senegal
Total E&P Services China Company Limited 100.00% China China
Total E&P South Africa B.V. 100.00% Netherlands South Africa
Total E&P South Pars 100.00% France Iran
Total E&P South Sudan 100.00% France Republic
of South Sudan
Total E&P Syrie 100.00% France Syria
Total E&P Tajikistan B.V. 100.00% Netherlands Tajikistan
Total E&P Thailand 100.00% France Thailand
Total E&P Three PL B.V. 100.00% Netherlands Brazil
Total E&P Timan-Pechora LLC 100.00% Russia Russia
Total E&P UAE Unconventional Gas B.V. 100.00% Netherlands United Arab Emirates
Total E&P Uganda B.V. 100.00% Netherlands Uganda

342 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Exploration & Production (contd)


Total E&P UK Limited 100.00% United Kingdom United Kingdom
Total E&P Umm Shaif Nasr B.V. 100.00% Netherlands United Arab Emirates
Total E&P Uruguay B.V. 100.00% Netherlands Uruguay
Total E&P Uruguay Onshore B.V. 100.00% Netherlands Uruguay
Total E&P USA Inc. 100.00% United States United States
Total E&P USA Oil Shale, LLC 100.00% United States United States
Total E&P Well Response 100.00% France France
Total E&P Yamal 100.00% France France
Total E&P Yemen 100.00% France Yemen
Total E&P Yemen Block 3 B.V. 100.00% Netherlands Yemen
Total East Africa Midstream B.V. 100.00% Netherlands Uganda
Total Energy (Meuk) Limited 100.00% United Kingdom United Kingdom
Total Exploration M’Bridge 100.00% Netherlands Angola
Total Facilities Management B.V. 100.00% Netherlands Netherlands
Total Gabon 58.28% Gabon Gabon
Total Gass Handel Norge AS 100.00% Norway Norway
Total Gastransport Nederland B.V. 100.00% Netherlands Netherlands
Total GLNG Australia 100.00% France Australia
Total GLNG Australia Holdings 100.00% France Australia
Total Holding Dolphin Amont 100.00% France France
Total Holdings Nederland B.V. 100.00% Netherlands Netherlands
Total Holdings Nederland International B.V. 100.00% Netherlands Netherlands
Total Iran B.V. 100.00% Netherlands Iran
Total LNG Angola 100.00% France France
Total LNG Supply Services USA Inc. 100.00% United States United States
Total Oil and Gas South America 100.00% France France
Total Oil and Gas Venezuela B.V. 100.00% Netherlands Venezuela
Total Oil Gb Limited 100.00% United Kingdom United Kingdom
Total Oil UK Limited 100.00% United Kingdom United Kingdom
Total Pars LNG 100.00% France Iran
Total Petroleum Angola 100.00% France Angola
Total Profils Pétroliers 100.00% France France
Total Qatar 100.00% France Qatar
Total South Pars 100.00% France Iran
Total Tengah 100.00% France Indonesia
Total Termokarstovoye B.V. 100.00% Netherlands Russia
Total UAE SERVICES 100.00% France United Arab Emirates
Total Upstream Danmark A/S 100.00% Denmark Denmark
Total Upstream Nigeria Limited 100.00% Nigeria Nigeria
Total Upstream UK Limited 100.00% United Kingdom United Kingdom
Total Venezuela 100.00% France France
Total Yemen LNG Company Limited 100.00% Bermuda Bermuda
Unitah Colorado Resources II, LLC 100.00% United States United States
Yamal LNG (b) 29.73% E Russia Russia
8
Yemen LNG Company Limited 39.62% E Bermuda Yemen
Ypergas S.A. 37.33% Venezuela Venezuela
Gas, Renewables & Power
3Cb S.A.S. 100.00% France France
Advanced Thermal Batteries Inc. 50.00% E United States United States
Aerospatiale Batteries (ASB) 50.00% E France France
Aerowatt Energies 61.99% E France France
Aerowatt Energies 2 48.64% E France France
Alcad AB 100.00% Sweden Sweden
Altinergie 51.00% E France France
Aton Solar Program, LLC 55.66% United States United States
Badenhorst PV 2 Hold Company LLC 55.66% United States United States
Bertophase (PTY) Limited 55.66% South Africa South Africa
Biogaz Breuil 100.00% France France
Biogaz Chatillon 100.00% France France
Biogaz Corcelles 100.00% France France
Biogaz Epinay 100.00% France France

Registration Document 2018 TOTAL 343


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


Biogaz Libron 100.00% France France
Biogaz Milhac 100.00% France France
Biogaz Soignolles 100.00% France France
Biogaz Torcy 100.00% France France
Biogaz Vert Le Grand 100.00% France France
Biogaz Viriat 100.00% France France
BNB Bloomfield Solar, LLC 55.66% United States United States
Borrowed Sunshine Parent, LLC 55.66% United States United States
Borrowed Sunshine, LLC 55.66% United States United States
Boulder Solar III, LLC 55.66% United States United States
Boulder Solar IV, LLC 55.66% United States United States
Boulder Solar Power, LLC 55.66% United States United States
BSP Class B Member HoldCo, LLC 55.66% United States United States
BSP Class B Member, LLC 55.66% United States United States
BSP Holding Company, LLC 55.66% United States United States
BSP II Parent, LLC 55.66% United States United States
Buffalo North Star Solar, LLC 55.66% United States United States
Cameron LNG Holdings LLC 16.60% E United States United States
Ce De La Vallee Gentillesse 70.00% France France
Ce Les Ailes De Taillard 47.69% E France France
Ce Varades 51.00% France France
Centrale Eolienne De Couloumi 51.00% France France
Centrale Eolienne De Coume 100.00% France France
Centrale Eolienne De Dainville 100.00% France France
Centrale Eolienne De Goulien 100.00% France France
Centrale Eolienne De L’Olivier 51.00% France France
Centrale Eolienne Des Malandaux 51.00% France France
Centrale Eolienne Du Plan Du Pal 51.00% France France
Centrale Eolienne La Croix De Cuitot 51.00% France France
Centrale Eolienne Les Champs Parents 51.00% France France
Centrale Photovoltaique De La Croix 100.00% France France
Centrale Photovoltaique De Merle Sud 40.00% E France France
Centrale Photovoltaique Du Seneguier 100.00% France France
Centrale Photovoltaique Le Barou 100.00% France France
Centrale Solaire 2 55.66% France United States
Centrale Solaire Centre Ouest 2 100.00% France France
Centrale Solaire Couloumine 100.00% France France
Centrale Solaire De Cazedarnes 50.00% E France France
Centrale Solaire Du Centre Ouest 100.00% France France
Centrale Solaire Du Pla De La Roque 100.00% France France
Centrale Solaire Heliovale 59.00% E France France
Centrale Solaire Manosque Ombriere 100.00% France France
Ch Arvan 100.00% France France
Ch Barbaira 100.00% France France
Ch Bonnant 100.00% France France
Ch Hydrotinee 47.69% E France France
Ch La Buissiere 100.00% France France
Ch Previnquieres 100.00% France France
Ch. Alas 100.00% France France
Co Biogaz 26.00% E France France
Cogenra Solar, Inc. 55.66% United States United States
Colón LNG Marketing S. de R. L. 50.00% E Panama Panama
Côte d’Ivoire GNL 34.00% E Côte d’Ivoire Côte d’Ivoire
CS Autoprod 100.00% France France
CS Betheniville 51.00% E France France
CS Briffaut 100.00% France France
CS Cazedarnes 47.69% E France France
CS Chemin De Melette 100.00% France France
CS Dom 100.00% France France
CS Du Lavoir 85.71% France France
CS Estarac 33.38% E France France

344 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


CS Felix 100.00% France France
CS Forum Laudun 100.00% France France
CS Fremy 100.00% France France
CS Gardanne 100.00% France France
CS Gigognan 51.00% E France France
CS Heliovale 48.64% E France France
CS Le Castellet 100.00% France France
CS Le Cres 51.00% E France France
CS Les Aspres 100.00% France France
CS Les Cordeliers 75.00% France France
CS Les Cordeliers 2 100.00% France France
CS Les Galliennes 100.00% France France
CS Les Melettes 100.00% France France
CS Lodes 100.00% France France
CS Mazeran Lr 100.00% France France
CS Mazeran Paca 100.00% France France
CS Olinoca 9.54% E France France
CS Ombrieres Cap Agathois 75.00% France France
CS Pezenas 100.00% France France
CS Piennes 100.00% France France
CS Plateau De Pouls 76.12% France France
CS Quadrao 100.00% France France
CS Sableyes 51.00% E France France
CS Supdevenergie 100.00% France France
CS Valorbi 100.00% France France
CS Viguier 100.00% France France
CS Zabo 100.00% France France
CS Zabo 2 100.00% France France
CSMED 100.00% France France
DeAar PV Hold Company LLC 55.66% United States United States
Desert Equinox, LLC 55.66% E United States United States
Direct Énergie Belgium 100.00% Belgium Belgium
Direct Énergie Concessions 100.00% France France
Direct Énergie Génération 100.00% France France
Direct Énergie S.A. 100.00% France France
Dongfang Huansheng Photovoltaic (Jiangsu) Company 55.66% E China United States
Limited
Dragonfly Systems, Inc. 55.66% United States United States
Eau Chaude Réunion (ECR) 50.00% E France France
Electricite Solaire De Molleges 100.00% France France
Eole Balaze 2 65.00% E France France
Eole Balaze S.A.R.L. 66.00% E France France
Eole Boin 100.00% France France
Eole Broceliande 51.00% France France 8
Eole Champagne Conlinoise 100.00% France France
Eole Cote Du Moulin 100.00% France France
Eole Desirade 4 66.00% E France France
Eole Du Bocage 51.00% France France
Eole Fonds Caraibes 100.00% France France
Eole Grand Maison 100.00% France France
Eole La Montagne 100.00% France France
Eole La Motelle 66.00% E France France
Eole La Perriere S.A.R.L. 100.00% France France
Eole Les Buissons 100.00% France France
Eole Les Patoures 51.00% France France
Eole Maxent 66.00% E France France
Eole Morne Carriere 100.00% France France
Eole Morne Constant 100.00% France France
Eole Moulin Tizon 100.00% France France
Eole Petit Fougeray 51.00% France France
Eole Petite Place 53.00% E France France

Registration Document 2018 TOTAL 345


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


Eole Pierrefitte Es Bois 100.00% France France
Eole Saint-Jean Lachalm 100.00% France France
Eole Sorbon S.A.R.L. 100.00% France France
Eole Yate 100.00% France France
Eoliennes Arques 1 100.00% France France
Eoliennes Arques 2 100.00% France France
Eoliennes Arques 3 100.00% France France
Eoliennes De La Chaussee Brunehaut 51.00% France France
Eoliennes De La Chaussee Brunehaut 1 51.00% France France
Eoliennes De La Chaussee Brunehaut 2 51.00% France France
Eoliennes De La Chaussee Brunehaut 3 51.00% France France
Eoliennes De La Chaussee Brunehaut 4 51.00% France France
Eoliennes De La Chaussee Brunehaut 5 51.00% France France
Eoliennes De L’Ourcq Et Du Clignon 51.00% France France
Eoliennes Du Champ Chardon 100.00% France France
Eoloue 17.00% E France France
Fassett-Walker Ii, LLC 55.66% United States United States
Fassett-Walker Ph1, LLC 55.66% United States United States
Fassett-Walker, LLC 55.66% United States United States
Fast Jung KB 100.00% Sweden Sweden
Finansol 1 100.00% France France
Finansol 2 100.00% France France
Finansol 3 100.00% France France
Fosmax LNG 27.50% E France France
Frieman & Wolf Batterietechnick GmbH 100.00% Germany Germany
Gas Del Litoral SRLCV 25.00% E Mexico Mexico
GFS I Class B Member, LLC 55.66% United States United States
Gfs I Holding Company, LLC 55.66% United States United States
Giovanni Holdings, LLC 55.66% United States United States
Glaciere De Palisse 100.00% France France
Global Energy Armateur SNC 100.00% France France
Global LNG Armateur S.A.S. 100.00% France France
Global LNG Cameron France S.A.S. 100.00% France France
Global LNG Downstream S.A.S. 100.00% France France
Global LNG North America Corporation 100.00% United States United States
Global LNG S.A.S. 100.00% France France
Global LNG Supply S.A. 100.00% Luxembourg Luxembourg
Global LNG UK Limited 100.00% United Kingdom United Kingdom
Golden Fields Solar I, LLC 55.66% United States United States
Goodfellow Solar I, LLC 55.66% United States United States
Greenbotics, Inc. 55.66% United States United States
Greenflex S.A.S. 100.00% France France
Gulf Total Tractebel Power Company PSJC 20.00% E United Arab Emirates United Arab Emirates
Hambrégie 100.00% France France
Hazira LNG Private Limited 26.00% E India India
Hazira Port Private Limited 26.00% E India India
Helio 100 Kw 100.00% France France
Helio 21 100.00% France France
Helio 974 Toitures 100.00% France France
Helio Bakia 100.00% France France
Helio Beziers 65.00% E France France
Helio Boulouparis 100.00% France France
Helio Boulouparis 2 100.00% France France
Helio Florensac 65.00% E France France
Helio Fonds Caraibes 100.00% France France
Helio La Perriere 66.00% E France France
Helio Logistique 65.00% E France France
Helio L’R 100.00% France France
Helio Orange 65.00% E France France
Helio Piin Patch 100.00% France France
Helio Popidery 100.00% France France

346 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


Helio Reunion 100.00% France France
Helio Tamoa 100.00% France France
Helio Temala 100.00% France France
Helios Beau Champ Limited 48.64% E Mauritius Mauritius
Helios II Residential Solar Fund, LLC 55.66% E United States United States
Helios Residential Solar Fund, LLC 55.66% United States United States
Helix Project III, LLC 55.66% United States United States
Helix Project Iv, LLC 55.66% United States United States
Helix Project V, LLC 55.66% United States United States
Heracles Solar PH1, LLC 55.66% United States United States
Heracles Solar, LLC 55.66% United States United States
High Plains Ranch I, LLC 55.66% United States United States
Holding Eole 2018 100.00% France France
Holding Otev 100.00% France France
Holding Pdr 100.00% France France
Huaxia CPV (Inner Mongolia) Power Corporation, Limited 13.91% E China China
Hydro Tinee 50.00% E France France
Hydro-M Ingenierie Des Energies Renouvelables 100.00% France France
Hydromons 100.00% France France
Infigen Energy US Development Corporation 55.66% France United States
Institut Photovoltaïque D’Ile De France (IPVF) 43.00% France France
Ise Total Nanao Power Plant G.K. 50.00% E Japan Japan
JBAB Solar, LLC 55.66% United States United States
JDA Overseas Holdings, LLC 55.66% United States United States
Jmb Hydro S.A.R.L. 100.00% France France
Jmb Solar 100.00% France France
Jmb Solar Nogara 100.00% France France
Jmcp 50.05% France France
K2015014806 (South Africa) (PTY) Limited 55.66% South Africa United States
K2015014875 (South Africa) (PTY) Limited 55.66% South Africa South Africa
K2015070451 (South Africa) (PTY) Limited 55.66% South Africa South Africa
K2015263261 (South Africa) (PTY) Limited 55.66% South Africa United States
Kern High School District Solar, LLC 55.66% United States United States
Klipgats 7 Hold Company LLC 55.66% United States United States
Klipgats PV 3 Hold Company LLC 55.66% United States United States
Kozani Energy Anonymi Energeiaki Etaireia 55.66% Greece Greece
(distinctive title Kozani Energy S.A.)
Kozani Energy Malta Limited 55.66% Malta Malta
LA Basin Solar I, LLC 55.66% United States United States
LA Basin Solar II, LLC 55.66% United States United States
LA Basin Solar III, LLC 55.66% United States United States
La Compagnie Electrique De Bretagne 60.00% E France France
La Metairie Neuve 23.84% E France France
Lampiris S.A. 100.00% Belgium Belgium 8
Lemoore Stratford Land Holdings IV, LLC 55.66% United States United States
Les Eoliennes De Conquereuil 100.00% France France
Les Moulins A Vent De Kermadeen 51.00% France France
Les Vents De Ranes 100.00% France France
Libcom 100.00% France France
Libwatt 100.00% France France
Lucerne Valley Solar I, LLC 55.66% United States United States
Luis Solar, LLC 55.66% United States United States
Lux II Residential Solar Fund, LLC 55.66% E United States United States
Lux Residential Solar Fund, LLC 55.66% United States United States
Marcinelle Energie 100.00% Belgium Belgium
Margeriaz Energie 100.00% France France
Marysville Unified School District Solar, LLC 55.66% United States United States
Messigaz SNC 100.00% France France
Methanergy 100.00% France France
Minneola Solar I, LLC 55.66% United States United States
Missiles & Space Batteries Limited 50.00% E United Kingdom United Kingdom

Registration Document 2018 TOTAL 347


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


Miyako Kuzakai Solarpark G.K. 50.00% E Japan Japan
Mojave Solar Investment, LLC 55.66% United States United States
Mulilo Prieska PV (RF) Proprietary Limited 27.00% E South Africa South Africa
Napa Sanitation District Solar, LLC 55.66% United States United States
Nelle Centr.Eolienne_Lastours 47.69% E France France
NorthStar Energy Management, LLC 55.66% United States United States
Northstar Santa Clara County 2016, LLC 55.66% United States United States
Nouvelle Entreprise D’Energie Solaire 51.00% E France France
Nyk Armateur S.A.S. 50.00% E France France
Ombrieres Te Vendres 100.00% France France
Oro Fields Solar, LLC 55.66% United States United States
Parc Des Hauts Vents 66.00% E France France
Parc Eolien De Cassini 47.69% E France France
Parc Eolien De Nesle La Reposte 100.00% France France
Parc Eolien Nordex III 47.69% E France France
Parc Eolien Nordex XXIX 47.69% E France France
Parc Eolien Nordex XXX 47.69% E France France
Parc Solaire De Servian 100.00% France France
Partrederiet Bw Gas Global LNG 49.00% E Norway Norway
Perpetual Sunhine Solar Program I, LLC 55.66% United States United States
Perpetual Sunshine I, LLC 55.66% United States United States
PGC Plano I, LLC 55.66% United States United States
Phantom Field Resources, LLC 55.66% United States United States
Photon Residential Solar Fund, LLC 55.66% E United States United States
Photovoltaic Park Malta Limited 55.66% Malta Malta
Photovoltaica Parka Veroia Anonymi Etaireia 55.66% Greece Greece
Pont-Sur-Sambre Power S.A.S. 100.00% France France
Pos 100.00% France France
Pos Production Ii 60.00% France France
Pos Production Iii 70.00% France France
Pos Production Iv 70.00% France France
Pos Production V 70.00% France France
Proteus Solar, S.A. De C.V. 55.66% Mexico Mexico
PV Salvador SPA 20.00% E Chile Chile
Quadran Caraibes 100.00% France France
Quadran Holding Daac 100.00% France France
Quadran Holding Nc 100.00% France France
Quadran Nogara 100.00% France France
Quadran Pacific 100.00% France France
Quadran S.A.S. 100.00% France France
Quadrelio 100.00% France France
Quadrica 51.00% France France
Redstone Solar I, LLC 55.66% United States United States
Roquefort Solar 51.00% E France France
Saft (Zhuhai FTZ) Batteries Company Limited 100.00% China China
Saft AB 100.00% Sweden Sweden
Saft Acquisition S.A.S. 100.00% France France
Saft America Inc. 100.00% United States United States
Saft AS 100.00% Norway Norway
Saft Australia PTY Limited 100.00% Australia Australia
Saft Batterias SL 100.00% Spain Spain
Saft Batterie Italia S.R.L. 100.00% Italy Italy
Saft Batterien GmbH 100.00% Germany Germany
Saft Batteries Pte Limited 100.00% Singapore Singapore
Saft Batteries PTY Limited 100.00% Australia Australia
Saft Batterijen B.V. 100.00% Netherlands Netherlands
Saft Do Brasil Ltda 100.00% Brazil Brazil
Saft Ferak AS 100.00% Czech Republic Czech Republic
Saft Finance S.A.R.L. 100.00% Luxembourg Luxembourg
Saft Groupe S.A. 100.00% France France
Saft Hong Kong Limited 100.00% Hong Kong Hong Kong

348 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


Saft India Private Limited 100.00% India India
Saft Japan KK 100.00% Japan Japan
Saft Limited 100.00% United Kingdom United Kingdom
Saft LLC 100.00% Russia Russia
Saft Nife ME Limited 100.00% Cyprus Cyprus
Saft S.A.S. 100.00% France France
Saft Sweden AB 100.00% Sweden Sweden
Sem La Champenoise 15.26% E France France
Semper 34.26% E France France
SGS Antelope Valley Development, LLC 55.66% United States United States
Sgula (East) Green Energies Limited 55.66% Israel United States
Shams Power Company PJSC 20.00% E United Arab Emirates United Arab Emirates
Smalt Energie 100.00% France France
Société d’exploitation de centrales photovoltaïques 1 27.88% France France
Solaire Generation, LLC 55.66% United States United States
Solaire Grand Sud 100.00% France France
Solaire Libron 100.00% France France
Solaire Villon 51.00% E France France
Solar Carport NJ, LLC 55.66% United States United States
Solar Energies 61.99% E France France
Solar Greenhouse I, LLC 55.66% United States United States
Solar Mimizan 100.00% France France
Solar Star 1969, LLC 55.66% United States United States
Solar Star Always Low Prices Ct, LLC 55.66% United States United States
Solar Star Always Low Prices Hi, LLC 55.66% United States United States
Solar Star Always Low Prices Il, LLC 55.66% United States United States
Solar Star Always Low Prices Ma, LLC 55.66% United States United States
Solar Star Arizona HMR-I, LLC 55.66% United States United States
Solar Star Arizona I, LLC 55.66% United States United States
Solar Star Arizona II, LLC 55.66% United States United States
Solar Star Arizona III, LLC 55.66% United States United States
Solar Star Arizona IV, LLC 55.66% United States United States
Solar Star Arizona V, LLC 55.66% United States United States
Solar Star Arizona VI, LLC 55.66% United States United States
Solar Star Arizona VII, LLC 55.66% United States United States
Solar Star Arizona XIII, LLC 55.66% United States United States
Solar Star Bay City 2, LLC 55.66% United States United States
Solar Star Bay City I, LLC 55.66% United States United States
Solar Star California I, LLC 55.66% United States United States
Solar Star California IV, LLC 55.66% United States United States
Solar Star California L (2), LLC 55.66% United States United States
Solar Star California L (3), LLC 55.66% United States United States
Solar Star California L, LLC 55.66% United States United States
Solar Star California LX, LLC 55.66% United States United States
8
Solar Star California LXII, LLC 55.66% United States United States
Solar Star California LXIII, LLC 55.66% United States United States
Solar Star California LXIV, LLC 55.66% United States United States
Solar Star California LXV, LLC 55.66% United States United States
Solar Star California LXVI, LLC 55.66% United States United States
Solar Star California LXXV, LLC 55.66% United States United States
Solar Star California LXXVI, LLC 55.66% United States United States
Solar Star California LXXVII, LLC 55.66% United States United States
Solar Star California LXXVIII, LLC 55.66% United States United States
Solar Star California VII, LLC 55.66% United States United States
Solar Star California XII, LLC 55.66% United States United States
Solar Star California XL, LLC 55.66% United States United States
Solar Star California XLI Parent, LLC 55.66% United States United States
Solar Star California XLI, LLC 55.66% United States United States
Solar Star California XLII, LLC 55.66% United States United States
Solar Star California XLIII, LLC 55.66% United States United States
Solar Star California XLIV, LLC 55.66% United States United States

Registration Document 2018 TOTAL 349


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


Solar Star California XLV, LLC 55.66% United States United States
Solar Star California XLVI, LLC 55.66% United States United States
Solar Star California XLVII, LLC 55.66% United States United States
Solar Star California XLVIII, LLC 55.66% United States United States
Solar Star California XV Parent, LLC 55.66% United States United States
Solar Star California XV, LLC 55.66% United States United States
Solar Star California XVI, LLC 55.66% United States United States
Solar Star California XVII, LLC 55.66% United States United States
Solar Star California XVIII, LLC 55.66% United States United States
Solar Star California XXI, LLC 55.66% United States United States
Solar Star California XXII, LLC 55.66% United States United States
Solar Star California XXIII, LLC 55.66% United States United States
Solar Star California XXIV, LLC 55.66% United States United States
Solar Star California XXIX, LLC 55.66% United States United States
Solar Star California XXV, LLC 55.66% United States United States
Solar Star California XXVI, LLC 55.66% United States United States
Solar Star California XXVII, LLC 55.66% United States United States
Solar Star California XXVIII, LLC 55.66% United States United States
Solar Star California XXXIV, LLC 55.66% United States United States
Solar Star California XXXIX, LLC 55.66% United States United States
Solar Star California XXXV, LLC 55.66% United States United States
Solar Star California XXXVI, LLC 55.66% United States United States
Solar Star California XXXVII, LLC 55.66% United States United States
Solar Star California XXXVIII, LLC 55.66% United States United States
Solar Star Colorado II, LLC 55.66% United States United States
Solar Star Connecticut I, LLC 55.66% United States United States
Solar Star Grossmont St Cr, LLC 55.66% United States United States
Solar Star Hawaii I, LLC 55.66% United States United States
Solar Star Hawaii IV, LLC 55.66% United States United States
Solar Star HD Connecticut, LLC 55.66% United States United States
Solar Star HD Illinois, LLC 55.66% United States United States
Solar Star HD Maryland, LLC 55.66% United States United States
Solar Star HD New Jersey, LLC 55.66% United States United States
Solar Star HD New York, LLC 55.66% United States United States
Solar Star Healthy 1, LLC 55.66% United States United States
Solar Star HI Air, LLC 55.66% United States United States
Solar Star Illinois I, LLC 55.66% United States United States
Solar Star Irwd Baker, LLC 55.66% United States United States
Solar Star Khsd, LLC 55.66% United States United States
Solar Star La County I, LLC 55.66% United States United States
Solar Star Lost Hills, LLC 55.66% United States United States
Solar Star Massachusetts II, LLC 55.66% United States United States
Solar Star Massachusetts III, LLC 55.66% United States United States
Solar Star Maxx 1, LLC 55.66% United States United States
Solar Star New Jersey IV, LLC 55.66% United States United States
Solar Star New York I, LLC 55.66% United States United States
Solar Star Northwestern University, LLC 55.66% United States United States
Solar Star NVUSD II, LLC 55.66% United States United States
Solar Star Oceanside, LLC 55.66% United States United States
Solar Star Oregon I, LLC 55.66% United States United States
Solar Star Oregon II Parent, LLC 55.66% United States United States
Solar Star Palo Alto I, LLC 55.66% United States United States
Solar Star Plano I, LLC 55.66% United States United States
Solar Star Rancho CWD I, LLC 55.66% United States United States
Solar Star Rpuwd, LLC 55.66% United States United States
Solar Star Santa Barbara 3, LLC 55.66% United States United States
Solar Star Santa Cruz, LLC 55.66% United States United States
Solar Star SH MA, LLC 55.66% United States United States
Solar Star Texas II, LLC 55.66% United States United States
Solar Star Texas IV, LLC 55.66% United States United States
Solar Star Urbana Landfill Central, LLC 55.66% United States United States

350 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


Solar Star Urbana Landfill East, LLC 55.66% United States United States
Solar Star Wfm 1, LLC 55.66% United States United States
Solar Star Wfm 2, LLC 55.66% United States United States
Solar Star Woodlands St Cr, LLC 55.66% United States United States
Solar Star YC, LLC 55.66% United States United States
Solar University, LLC 55.66% United States United States
SolarBridge Technologies Inc. 55.66% United States United States
Solarstar Billerica I, LLC 55.66% United States United States
Solarstar Ma I, LLC 55.66% United States United States
Solarstar Prime I, LLC 55.66% United States United States
SolarStorage Fund A, LLC 55.66% United States United States
SolarStorage Fund B, LLC 55.66% United States United States
SolarStorage Fund C, LLC 55.66% United States United States
Sophye Lacmort 50.00% E France France
South Hook LNG Terminal Company Limited 8.35% E United Kingdom United Kingdom
SPML Land Inc. 55.66% Philippines Philippines
SPWR EW 2013-1, LLC 0.56% United States United States
SPWR MS 2013-1, LLC 27.83% United States United States
SPWR SS 1, LLC 55.66% United States United States
Srec Ne Holdings, LLC 55.66% United States United States
Srec Ne, LLC 55.66% United States United States
SSCA XLI Class B Member, LLC 55.66% United States United States
SSCA XLI Holding Company, LLC 55.66% United States United States
Strata Solar, LLC 55.66% United States United States
SunPower AssetCo, LLC 55.66% United States United States
SunPower Bermuda Holdings 55.66% Bermuda Bermuda
SunPower Bobcat Solar, LLC 55.66% United States United States
SunPower Capital Services, LLC 55.66% United States United States
SunPower Capital, LLC 55.66% United States United States
SunPower Commercial Holding Company IV Parent, LLC 55.66% United States United States
SunPower Commercial Holding Company IV, LLC 55.66% United States United States
SunPower Commercial Holding Company V, LLC 55.66% United States United States
SunPower Commercial Holding Company VI, LLC 55.66% United States United States
Sunpower Commercial St Revolver, LLC 55.66% United States United States
SunPower Corp Israel Limited 55.66% Israel Israel
SunPower Corporation 55.66% United States United States
SunPower Corporation (Switzerland) S.A.R.L. 55.66% Switzerland Switzerland
SunPower Corporation Australia PTY Limited 55.66% Australia Australia
SunPower Corporation Limited 55.66% Hong Kong Hong Kong
SunPower Corporation Mexico, S. de R.L. de C.V. 55.66% Mexico Mexico
SunPower Corporation Southern Africa (PTY) Limited 55.66% South Africa South Africa
SunPower Corporation SPA 55.66% Chile Chile
SunPower Corporation UK Limited 55.66% United Kingdom United Kingdom
SunPower Corporation, Systems 55.66% United States United States
8
SunPower DevCo, LLC 55.66% United States United States
SunPower Development Company 55.66% United States United States
SunPower Energía SPA 55.66% Chile Chile
SunPower Energy Corporation Limited 55.66% Hong Kong United States
SunPower Energy Solutions France S.A.S. 55.66% France France
SunPower Energy Systems Canada Corporation 55.66% Canada Canada
SunPower Energy Systems Korea 55.66% South Korea South Korea
SunPower Energy Systems Singapore PTE Limited 55.66% Singapore Singapore
SunPower Energy Systems Southern Africa (PTY) Limited 55.66% South Africa South Africa
SunPower Energy Systems Spain, SL 55.66% Spain Spain
SunPower Engineering and Construction 55.66% Turkey Turkey
of Energy Production and Trade (Turkey)
SunPower Foundation 55.66% United States United States
SunPower GmbH 55.66% Germany Germany
SunPower Helix I, LLC 55.66% United States United States
SunPower HoldCo, LLC 55.66% United States United States
SunPower Italia S.R.L. 55.66% Italy Italy

Registration Document 2018 TOTAL 351


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


SunPower Japan KK 55.66% Japan Japan
SunPower Malaysia Manufacturing Sdn. Bhd. 55.66% Malaysia Malaysia
SunPower Malta Limited 55.66% Malta Malta
SunPower Manufacturing (PTY) Limited 55.66% South Africa South Africa
SunPower Manufacturing Corporation Limited 55.66% Hong Kong United States
SunPower Manufacturing de Vernejoul 55.66% France France
SunPower Muhendislik Insaat Enerji Üretim ve Ticaret A.S 55.66% Turkey Turkey
SunPower Nanao Parent, LLC 55.66% United States United States
SunPower Netherlands B.V. 55.66% Netherlands Netherlands
SunPower Netherlands Hold Company 1 B.V. 55.66% Netherlands Netherlands
SunPower Netherlands Hold Company 2 B.V. 55.66% Netherlands Netherlands
SunPower Netherlands Hold Company 3 B.V. 55.66% Netherlands Netherlands
SunPower Netherlands Hold Company 4 B.V. 55.66% Netherlands Netherlands
SunPower Netherlands Hold Company 5 B.V. 55.66% Netherlands Netherlands
SunPower Netherlands Hold Company 6 B.V. 55.66% Netherlands Netherlands
SunPower Netherlands Hold Company 7 B.V. 55.66% Netherlands Netherlands
Sunpower Netherlands Hold Company 8 B.V. 55.66% Netherlands United States
SunPower Netherlands Holdings B.V. 55.66% Netherlands Netherlands
Sunpower North America Manufacturing, LLC 55.66% United States United States
SunPower North America, LLC 55.66% United States United States
SunPower NY CDG 1, LLC 55.66% United States United States
SunPower Osato Parent, LLC 55.66% United States United States
SunPower Philippines Limited – Regional Operating 55.66% Cayman Islands Philippines
Headquarters
SunPower Philippines Manufacturing Limited 55.66% Cayman Islands Philippines
SunPower Revolver HoldCo I Parent, LLC 55.66% United States United States
SunPower Revolver HoldCo I, LLC 55.66% United States United States
SunPower Solar Energy Technology (Tianjin) Corporation, 55.66% China China
Limited
SunPower Solar India Private Limited 55.66% India India
SunPower Solar Malaysia Sdn. Bhd. 55.66% Malaysia Malaysia
SunPower Systems Belgium SPRL 55.66% Belgium Belgium
SunPower Systems International Limited 55.66% Hong Kong United States
SunPower Systems Mexico S. de R.L. de C.V. 55.66% Mexico Mexico
SunPower Systems S.A.R.L. 55.66% Switzerland Switzerland
SunPower Technologies France S.A.S. 55.66% France France
Sunpower Technologies, Inc. 55.66% United States United States
SunPower Technology Limited 55.66% Cayman Islands Cayman Islands
SunPower YC Holdings LLC 55.66% United States United States
Sunrise 3, LLC 55.66% United States United States
Sunstrong Capital Holdings, LLC 55.66% E United States United States
Sunzil 50.00% E France France
Sunzil Caraibes 50.00% E France France
Sunzil Mayotte S.A.S. 50.00% E France France
Sunzil Ocean Indien 50.00% E France France
Sunzil Pacific 50.00% E France France
Sunzil Polynésie 50.00% E France France
Sunzil Polynésie Services 50.00% E France France
Sunzil Services Caraibes 50.00% E France France
Sunzil Services Ocean Indien 50.00% E France France
Swingletree Operations, LLC 55.66% United States United States
Tadiran Batteries GmbH 100.00% Germany Germany
Tadiran Batteries Limited 100.00% Israel Israel
TEMASOL 55.66% Morocco Morocco
Tenesol Venezuela 55.66% Venezuela Venezuela
Thezan Solar 100.00% France France
Toitures Capiscol 100.00% France France
Torimode (PTY) Limited 55.66% South Africa South Africa
Toriprox (PTY) Limited 55.66% South Africa South Africa
Torisol (PTY) Limited 55.66% South Africa South Africa
Total Abengoa Solar Emirates Investment Company B.V. 50.00% E Netherlands United Arab Emirates

352 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Gas, Renewables & Power (contd)


Total Energie Do Brasil 55.66% Brazil Brazil
Total Energie Gas GmbH 100.00% Germany Germany
Total Énergie Gaz 100.00% France France
Total ENERGY SERVICES 100.00% France France
Total Energy Ventures Europe 100.00% France France
Total Energy Ventures International 100.00% France France
Total Eren Holding 33.86% E France France
Total Gas & Power Actifs Industriels 100.00% France France
Total Gas & Power Asia Private Limited 100.00% Singapore Singapore
Total Gas & Power Brazil 100.00% France France
Total Gas & Power Chartering Limited 100.00% United Kingdom United Kingdom
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 Limited 100.00% United Kingdom United Kingdom
Total Gas & Power Thailand 100.00% France France
Total Gas Pipeline USA Inc. 100.00% United States United States
Total Gas Y Electricidad Argentina S.A. 100.00% Argentina Argentina
Total Gasandes 100.00% France France
Total Gaz Electricité Holdings France 100.00% France France
Total Midstream Holdings UK Limited 100.00% United Kingdom United Kingdom
Total New Energies Limited 100.00% United Kingdom United Kingdom
Total New Energies Ventures USA, Inc. 100.00% United States United States
Total Solar 100.00% France France
Total Solar International 100.00% France France
Total Solar Latin America SPA 100.00% Chile Chile
Total Spring France 100.00% France France
Total SunPower Energia S.A. 55.66% Chile Chile
Total Tractebel Emirates O & M Company 50.00% E France United Arab Emirates
Total Tractebel Emirates Power Company 50.00% E France United Arab Emirates
Toul Power 100.00% France France
Transportadora de Gas del Mercosur S.A. 32.68% E Argentina Argentina
Valorene 66.00% France France
Vandenberg Solar I, LLC 55.66% United States United States
Vega Solar 1 S.A.P.I. de C.V. 55.66% Mexico United States
Vega Solar 2 S.A.P.I. de C.V. 55.66% Mexico United States
Vega Solar 3 S.A.P.I. de C.V. 55.66% Mexico United States
Vega Solar 4 S.A.P.I. de C.V. 55.66% Mexico United States
Vega Solar 5 S.A.P.I. de C.V. 55.66% Mexico United States
Vent De Thierache 01 51.00% France France
Vent De Thierache 02 51.00% France France
Vent De Thierache 03 100.00% France France
Vents D’Oc Centrale D’Energie Renouvelable 18 100.00% France France
Vertigo 25.00% E France France
Whippletree Solar, LLC 55.66% United States United States
8
White Wolf Solar, LLC 55.66% United States United States
Wood Draw Solar LLC 55.66% United States United States
Yfrégie 100.00% France France
Zeeland Solar B.V. 100.00% Netherlands Netherlands
Refining & Chemicals
Appryl S.N.C 50.00% France France
Atlantic Trading and Marketing Financial Inc. 100.00% United States United States
Atlantic Trading and Marketing Inc. 100.00% United States United States
Balzatex S.A.S. 100.00% France France
Barry Controls Aerospace S.N.C. 100.00% France France
BASF Total Petrochemicals LLC 40.00% United States United States
Bay Junction Inc. 100.00% United States United States
Bayport Polymers LLC 50.00% E United States United States
Bayport Polymers LLC 100.00% United States United States
Borrachas Portalegre Ltda 100.00% Portugal Portugal
BOU Verwaltungs GmbH 100.00% Germany Germany
Buckeye Products Pileline LP 14.66% E United States United States

Registration Document 2018 TOTAL 353


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Refining & Chemicals (contd)


Catelsa-Caceres S.A.U. 100.00% Spain Spain
Cie Tunisienne du Caoutchouc S.A.R.L. 100.00% Tunisia Tunisia
Composite Industrie Maroc S.A.R.L. 100.00% Morocco Morocco
Composite Industrie S.A. 100.00% France France
Cosden, LLC 100.00% United States United States
COS-MAR Company 50.00% United States United States
Cray Valley (Guangzhou) Chemical Company, Limited 100.00% China China
Cray Valley Czech 100.00% Czech Republic Czech Republic
Cray Valley HSC Asia Limited 100.00% China China
Cray Valley Italia S.R.L. 100.00% Italy Italy
Cray Valley S.A. 100.00% France France
CSSA – Chartering and Shipping Services S.A. 100.00% Switzerland Switzerland
Espa S.A.R.L. 100.00% France France
Ethylène Est 99.98% France France
Feluy Immobati 100.00% Belgium Belgium
FINA Technology, Inc. 100.00% United States United States
FPL Enterprises, Inc. 100.00% United States United States
Gasket (Suzhou) Valve Components Company, Limited 100.00% China China
Gasket International SPA 100.00% Italy Italy
Grande Paroisse S.A. 100.00% France France
Gulf Coast Pipeline LP 14.66% E United States United States
Hanwha Total Petrochemical Co. Limited 50.00% E South Korea South Korea
HBA Hutchinson Brasil Automotive Ltda 100.00% Brazil Brazil
Hutchinson (UK) Limited 100.00% United Kingdom United Kingdom
Hutchinson (Wuhan) Automotive Rubber Products 100.00% China China
Company Limited
Hutchinson Aéronautique & Industrie Limited 100.00% Canada Canada
Hutchinson Aeroservices S.A.S. 100.00% France France
Hutchinson Aerospace & Industry Inc. 100.00% United States United States
Hutchinson Aerospace GmbH 100.00% Germany Germany
Hutchinson Aftermarket USA Inc. 100.00% United States United States
Hutchinson Antivibration Systems Inc. 100.00% United States United States
Hutchinson Automotive Systems Company, Limited 100.00% China China
Hutchinson Autopartes Mexico S.A. de C.V. 100.00% Mexico Mexico
Hutchinson Borrachas de Portugal Ltda 100.00% Portugal Portugal
Hutchinson Corporation 100.00% United States United States
Hutchinson d.o.o Ruma 100.00% Serbia Serbia
Hutchinson Do Brasil S.A. 100.00% Brazil Brazil
Hutchinson Fluid Management Systems Inc. 100.00% United States United States
Hutchinson GmbH 100.00% Germany Germany
Hutchinson Holding GmbH 100.00% Germany Germany
Hutchinson Holdings UK Limited 100.00% United Kingdom United Kingdom
Hutchinson Iberia S.A. 100.00% Spain Spain
Hutchinson Industrial Rubber Products (Suzhou) 100.00% China China
Company, Limited
Hutchinson Industrias Del Caucho SAU 100.00% Spain Spain
Hutchinson Industries Inc. 100.00% United States United States
Hutchinson Japan Company Limited 100.00% Japan Japan
Hutchinson Korea Limited 100.00% South Korea South Korea
Hutchinson Maroc S.A.R.L. AU 100.00% Morocco Morocco
Hutchinson Palamos 100.00% Spain Spain
Hutchinson Poland SP ZO.O. 100.00% Poland Poland
Hutchinson Polymers S.N.C. 100.00% France France
Hutchinson Porto Tubos Flexiveis Ltda 100.00% Portugal Portugal
Hutchinson Precision Sealing Systems Inc. 100.00% United States United States
Hutchinson Rubber Products Private Limited Inde 100.00% France India
Hutchinson S.A. 100.00% France France
Hutchinson S.N.C. 100.00% France France
Hutchinson S.R.L. (Italie) 100.00% Italy Italy
Hutchinson S.R.L. (Roumanie) 100.00% Romania Romania
Hutchinson Sales Corporation 100.00% United States United States

354 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Refining & Chemicals (contd)


Hutchinson Seal De Mexico S.A. de CV. 100.00% Mexico Mexico
Hutchinson Sealing Systems Inc. 100.00% United States United States
Hutchinson SRO 100.00% Czech Republic Czech Republic
Hutchinson Stop – Choc GmbH & CO. KG 100.00% Germany Germany
Hutchinson Suisse S.A. 100.00% Switzerland Switzerland
Hutchinson Transferencia de Fluidos S.A. de C.V. 100.00% Mexico Mexico
Hutchinson Tunisie S.A.R.L. 100.00% Tunisia Tunisia
Hutchinson Vietnam Company Limited 100.00% Vietnam Vietnam
Industrias Tecnicas De La Espuma SL 100.00% Spain Spain
Industrielle Desmarquoy S.N.C. 100.00% France France
Jéhier S.A.S. 99.89% France France
JPR S.A.S. 100.00% France France
KTN Kunststofftechnik Nobitz GmbH 100.00% Germany Germany
Laffan Refinery Company Limited 10.00% E Qatar Qatar
Laffan Refinery Company Limited 2 10.00% E Qatar Qatar
LaPorte Pipeline Company LP 20.16% E United States United States
LaPorte Pipeline GP LLC 19.96% E United States United States
Le Joint Francais S.N.C. 100.00% France France
Legacy Site Services LLC 100.00% United States United States
Les Stratifiés S.A.S. 100.00% France France
Lone Wolf Land Company 100.00% United States United States
LSS Funding Inc. 100.00% United States United States
Machen Land Limited 100.00% United Kingdom United Kingdom
Mapa – Spontex Inc. 100.00% United States United States
Naphtachimie 50.00% France France
Novogy, Inc. 100.00% United States United States
Olutex Oberlausitzer Luftfahrttextilien GmbH 100.00% Germany Germany
Pamargan (Malta) Products Limited 100.00% Malta Malta
Pamargan Products Limited 100.00% United Kingdom United Kingdom
Paulstra S.N.C. 100.00% France France
Paulstra Silentbloc S.A. 100.00% Belgium Belgium
Polyblend GmbH 68.00% Germany Germany
Qatar Petrochemical Company Q.S.C. (QAPCO) 20.00% E Qatar Qatar
Qatofin Company Limited 49.09% E Qatar Qatar
Résilium 100.00% Belgium Belgium
Retia 100.00% France France
Retia USA LLC 100.00% United States United States
San Jacinto Rail Limited 17.00% E United States United States
Saudi Aramco Total Refining & Petrochemical Company 37.50% E Saoudia Arabia Saoudia Arabia
Sealants Europe 34.00% E France France
SigmaKalon Group B.V. 100.00% Netherlands Netherlands
Société Béarnaise De Gestion Industrielle 100.00% France France
Société du Pipeline Sud-Européen 35.14% E France France
Stillman Seal Corporation 100.00% United States United States
8
Stop-Choc (UK) Limited 100.00% United Kingdom United Kingdom
Techlam S.A.S. 100.00% France France
Total Activités Maritimes 100.00% France France
Total Corbion PLA B.V. 50.00% E Netherlands Netherlands
Total Deutschland GmbH (c) 100.00% Germany Germany
Total Downstream UK PLC 100.00% United Kingdom United Kingdom
Total Energy Marketing A/S 100.00% Denmark Denmark
Total European Trading 100.00% France France
Total Laffan Refinery 100.00% France France
Total Laffan Refinery II B.V. 100.00% Netherlands Netherlands
Total Lindsey Oil Refinery Limited 100.00% United Kingdom United Kingdom
Total New Energies USA, Inc. 100.00% United States United States
Total Olefins Antwerp 100.00% Belgium Belgium
Total Opslag En Pijpleiding Nederland NV 100.00% Netherlands Netherlands
Total PAR LLC 100.00% United States United States
Total Petrochemicals (China) Trading Company, 100.00% China China
Limited

Registration Document 2018 TOTAL 355


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Refining & Chemicals (contd)


Total Petrochemicals (Foshan) Limited 100.00% China China
Total Petrochemicals (Hong Kong) Limited 100.00% Hong Kong Hong Kong
Total Petrochemicals (Ningbo) Limited 100.00% China China
Total Petrochemicals (Shangai) Limited 100.00% China China
Total Petrochemicals Development Feluy 100.00% Belgium Belgium
Total Petrochemicals Ecaussinnes 100.00% Belgium Belgium
Total Petrochemicals Feluy 100.00% Belgium Belgium
Total Petrochemicals France 100.00% France France
Total Petrochemicals Iberica 100.00% Spain Spain
Total Petrochemicals Pipeline USA Inc. 100.00% United States United States
Total Petrochemicals UK Limited 100.00% United Kingdom United Kingdom
Total Polymers Antwerp 100.00% Belgium Belgium
Total Raffinaderij Antwerpen N.V. 100.00% Belgium Belgium
Total Raffinage France 100.00% France France
Total Raffinerie Mitteldeutschland GmbH 100.00% Germany Germany
Total Refining & Chemicals 100.00% France France
Total Refining & Chemicals Saudi Arabia S.A.S. 100.00% France France
Total Research & Technology Feluy 100.00% Belgium Belgium
Total Splitter USA Inc 100.00% United States United States
Total Trading and Marketing Canada LP 100.00% Canada Canada
Total Trading Asia Pte Limited 100.00% Singapore Singapore
Total Trading Canada Limited 100.00% Canada Canada
Total Trading Products S.A. 100.00% Switzerland Switzerland
TOTSA Total Oil Trading S.A. 100.00% Switzerland Switzerland
Totseanergy 49.00% E Belgium Belgium
Transalpes S.N.C. 67.00% France France
Trans-Ethylène 99.98% France France
Tssa Total Storage & Services S.A. 100.00% Switzerland Switzerland
Vibrachoc SAU 100.00% Spain Spain
Zeeland Refinery NV 55.00% Netherlands Netherlands
Marketing & Services
Air Total (Suisse) S.A. 100.00% Switzerland Switzerland
Air Total International S.A. 100.00% Switzerland Switzerland
Alvea 100.00% France France
Antilles Gaz 100.00% France France
Argedis 100.00% France France
Aristea 51.00% E Belgium Belgium
Arteco 49.99% E Belgium Belgium
AS 24 100.00% France France
AS 24 Tankservice GmbH 100.00% Germany Germany
AS24 Belgie N.V. 100.00% Belgium Belgium
AS24 Espanola S.A. 100.00% Spain Spain
AS24 Fuel Cards Limited 100.00% United Kingdom United Kingdom
AS24 Polska SP ZO.O. 100.00% Poland Poland
Caldeo 100.00% France France
Charvet La Mure Bianco 100.00% France France
Clean Energy 25.00% E United States United States
Compagnie Pétrolière de l’Ouest – CPO 100.00% France France
CPE Énergies 100.00% France France
Cristal Marketing Egypt 80.78% Egypt Egypt
DCA-MORY-SHIPP 100.00% France France
Egedis 100.00% France France
Elf Oil UK Aviation Limited 100.00% United Kingdom United Kingdom
Elf Oil UK Properties Limited 100.00% United Kingdom United Kingdom
Fioulmarket.fr 100.00% France France
Gapco Kenya Limited 100.00% Kenya Kenya
Gapco Tanzania Limited 100.00% Tanzania Tanzania
Gapco Uganda Limited 100.00% Uganda Uganda
Guangzhou Elf Lubricants Company Limited 77.00% China China
Gulf Africa Petroleum Corporation 100.00% Mauritius Mauritius
Lubricants Vietnam Holding Limited 100.00% Hong Kong Hong Kong

356 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Marketing & Services (contd)


National Petroleum Refiners Of South Africa (PTY) Limited 18.22% E South Africa South Africa
Pitpoint B.V. 100.00% Netherlands Netherlands
Pitpoint Cng B.V. 100.00% Netherlands Netherlands
Produits Pétroliers Stela 99.99% France France
Quimica Vasca S.A. Unipersonal 100.00% Spain Spain
Saudi Total Petroleum Products 51.00% E Saoudia Arabia Saoudia Arabia
Servauto Nederland B.V. 100.00% Netherlands Netherlands
Société des transports pétroliers par pipeline 35.50% E France France
Société d’exploitation de l’usine de Rouen 98.98% France France
Société mahoraise de stockage de produits pétroliers 100.00% France France
Société Urbaine des Pétroles 100.00% France France
S-Oil Total Lubricants Company Limited 50.00% E South Korea South Korea
South Asia LPG Private Limited 50.00% E India India
Total (Africa) Limited 100.00% United Kingdom United Kingdom
Total (Fiji) Limited 100.00% Fiji Islands Fiji Islands
Total Additifs et Carburants Spéciaux 100.00% France France
Total Africa S.A. 100.00% France France
Total Aviation & Export Limited 100.00% Zambia Zambia
Total Belgium 100.00% Belgium Belgium
Total Bitumen Deutschland GmbH 100.00% Germany Germany
Total Bitumen UK Limited 100.00% United Kingdom United Kingdom
Total Botswana (PTY) Limited 50.10% Botswana Botswana
Total Burkina 100.00% Burkina Faso Burkina Faso
Total Cambodge 100.00% Cambodia Cambodia
Total Cameroun 67.01% Cameroon Cameroon
Total Caraïbes 100.00% France France
Total Ceska Republika S.R.O. 100.00% Czech Republic Czech Republic
Total China Investment Company Limited 100.00% China China
Total Congo 100.00% Republic Republic
of the Congo of the Congo
Total Corse 100.00% France France
Total Côte D’Ivoire 72.99% Côte d’Ivoire Côte d’Ivoire
Total Denmark A/S 100.00% Denmark Denmark
Total Egypt 80.78% Egypt Egypt
Total España S.A. 100.00% Spain Spain
Total Especialidades Argentina 98.78% Argentina Argentina
Total Ethiopia 100.00% Ethiopia Ethiopia
Total Fluides 100.00% France France
Total Freeport Corporation 51.00% E Philippines Philippines
Total Fuels Wuhan Company Limited 100.00% China China
Total Glass Lubricants Europe GmbH 100.00% Germany Germany
Total Guadeloupe 100.00% France France
Total Guinea Ecuatorial 70.00% Equatorial Guinea Equatorial Guinea
Total Guinée 100.00% Guinea Guinea 8
Total Holding Asie 100.00% France France
Total Holding India 100.00% France France
Total Italia 100.00% Italy Italy
Total Jamaica Limited 100.00% Jamaica Jamaica
Total Jordan PSC 100.00% Jordan Jordan
Total Kenya 93.96% Kenya Kenya
Total Liban 100.00% Lebanon Lebanon
Total Liberia Inc. 100.00% Liberia Liberia
Total Lubricants (China) Company Limited 77.00% China China
Total Lubricants Taiwan Limited 63.00% Taiwan Taiwan
Total Lubrifiants 99.98% France France
Total Lubrifiants Algérie 78.90% Algeria Algeria
Total Lubrifiants Service Automobile 99.98% France France
Total Luxembourg S.A. 100.00% Luxembourg Luxembourg
Total Madagasikara S.A. 79.44% Madagascar Madagascar
Total Mali 100.00% Mali Mali
Total Marine Fuels 100.00% Singapore Singapore

Registration Document 2018 TOTAL 357


8 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18

Business % Group Country of


segment Statutory corporate name interest Method Country of incorporation operations

Marketing & Services (contd)


Total Marketing Egypt 80.78% Egypt Egypt
Total Marketing France 100.00% France France
Total Marketing Gabon 90.00% Gabon Gabon
Total Marketing Middle East Free Zone 100.00% United Arab Emirates United Arab Emirates
Total Marketing Services 100.00% France France
Total Marketing Tchad 100.00% Chad Chad
Total Marketing Uganda 100.00% Uganda Uganda
Total Maroc 55.00% Morocco Morocco
Total Mauritius 55.00% Mauritius Mauritius
Total Mayotte 100.00% France France
Total Mexico S.A. de C.V. 100.00% Mexico Mexico
Total Mineraloel und Chemie GmbH 100.00% Germany Germany
Total Mineralol GmbH 100.00% Germany Germany
Total Mozambique 100.00% Mozambique Mozambique
Total Namibia (PTY) Limited 50.10% Namibia Namibia
Total Nederland NV 100.00% Netherlands Netherlands
Total Niger S.A. 100.00% Niger Niger
Total Nigeria PLC 61.72% Nigeria Nigeria
Total Oil Asia-Pacific Pte Limited 100.00% Singapore Singapore
Total Oil India Private Limited 100.00% India India
Total Outre-Mer 100.00% France France
Total Pacifique 100.00% France France
Total Parco Pakistan Limited 50.00% E Pakistan Pakistan
Total Petroleum (Shanghai) Company Limited 100.00% China China
Total Petroleum Ghana Limited 76.74% Ghana Ghana
Total Petroleum Puerto Rico Corp. 100.00% Puerto Rico Puerto Rico
Total Philippines Corporation 51.00% E Philippines Philippines
Total Polska 100.00% Poland Poland
Total Polynésie 99.81% France France
Total RDC 60.00% Democratic Republic Democratic Republic
of Congo of Congo
Total Réunion 100.00% France France
Total Romania S.A. 100.00% Romania Romania
Total Sénégal 69.14% Senegal Senegal
Total Singapore Shared Services Pte Limited 100.00% Singapore Singapore
Total Sinochem Fuels Company Limited 49.00% E China China
Total Sinochem Oil Company Limited 49.00% E China China
Total South Africa (PTY) Limited 50.10% South Africa South Africa
Total Specialties USA Inc. 100.00% United States United States
Total Supply MS S.A. 100.00% Switzerland Switzerland
Total Swaziland (PTY) Limited 50.10% Swaziland Swaziland
Total Tanzania Limited 100.00% Tanzania Tanzania
Total Tianjin Manufacturing Company Limited 77.00% China China
Total Togo 76.72% Togo Togo
Total Tunisie 100.00% Tunisia Tunisia
Total Turkey Pazarlama 100.00% Turkey Turkey
Total UAE LLC 49.00% United Arab Emirates United Arab Emirates
Total Uganda Limited 100.00% Uganda Uganda
Total UK Limited 100.00% United Kingdom United Kingdom
Total Ukraine LLC 100.00% Ukraine Ukraine
Total Union Océane 100.00% France France
Total Vietnam Limited 100.00% Vietnam Vietnam
Total Vostok 100.00% Russia Russia
Total Zambia 100.00% Zambia Zambia
Total Zimbabwe Limited 80.00% Zimbabwe Zimbabwe
Totalgaz Vietnam LLC 100.00% Vietnam Vietnam
Upbeatprops 100 PTY Limited 50.10% South Africa South Africa
V Energy S.A. 70.00% Dominican Republic Dominican Republic

358 TOTAL Registration Document 2018


CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements


Note 18
8
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations

Corporate
Albatros 100.00% France France
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 LLC 100.00% United States United States
Etmofina 100.00% Belgium Belgium
Omnium Reinsurance Company S.A. 100.00% Switzerland Switzerland
Pan Insurance Limited 100.00% Ireland Ireland
Septentrion Participations 100.00% France France
Socap S.A.S. 100.00% France France
Société Civile Immobilière CB2 100.00% France France
Sofax Banque 100.00% France France
Total American Services Inc. 100.00% United States United States
Total Capital 100.00% France France
Total Capital Canada Limited 100.00% Canada Canada
Total Capital International 100.00% France France
Total Consulting 100.00% France France
Total Corporate Management (Beijing) Company Limited 100.00% China China
Total Delaware Inc. 100.00% United States United States
Total Développement Régional S.A.S. 100.00% France France
Total Facilities Management Services (TFMS) 100.00% France France
Total Finance 100.00% France France
Total Finance Corporate Services Limited 100.00% United Kingdom United Kingdom
Total Finance Global Services (TOFIG) 100.00% Belgium Belgium
Total Finance international B.V. 100.00% Netherlands Netherlands
Total Finance Nederland B.V. 100.00% Netherlands Netherlands
Total Finance USA Inc. 100.00% United States United States
Total Funding Nederland B.V. 100.00% Netherlands Netherlands
Total Funding Nederland International B.V. 100.00% Netherlands Netherlands
Total Gestion Filiales 100.00% France France
Total Gestion USA 100.00% France France
Total Global Financial Services 100.00% France France
Total Global Human Ressources Services 100.00% France France
Total Global Information Technology Services Belgium 99.98% Belgium Belgium
Total Global IT Services (TGITS) 100.00% France France
Total Global Procurement (TGP) 100.00% France France
Total Global Procurement Belgium S.A. (TGPB) 100.00% Belgium Belgium
Total Global Services Bucharest 99.01% Romania Romania
Total Global Services Philippines 100.00% Philippines Philippines
Total Holding Allemagne 100.00% France France
Total Holdings Europe 100.00% France France
Total Holdings International B.V. 100.00% Netherlands Netherlands
Total Holdings UK Limited 100.00% United Kingdom United Kingdom
Total Holdings USA Inc. 100.00% United States United States
8
Total International NV 100.00% Netherlands Netherlands
Total Learning Solutions (TLS) 100.00% France France
Total Operations Canada Limited 100.00% Canada Canada
Total Overseas Holding (PTY) Limited 100.00% South Africa Netherlands
Total Participations 100.00% France France
Total Petrochemicals & Refining S.A./NV (c) 100.00% Belgium Belgium
Total Petrochemicals & Refining USA Inc. (c) 100.00% United States United States
Total Petrochemicals Security USA Inc. 100.00% United States United States
Total Resources (Canada) Limited 100.00% Canada Canada
Total S.A. - France France
Total Treasury 100.00% France France
Total UK Finance Limited 100.00% United Kingdom United Kingdom

* After the closing of the transaction described in the Note 2.3 of the Notes to the Consolidated Financial Statements.
(a) % of control different from % of interest: 49%.
(b) % of control different from % of interest: 20.02%.
(c) Multi-segment entities.

Registration Document 2018 TOTAL 359


8 CONSOLIDATED FINANCIAL STATEMENTS

360 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS
9
INFORMATION (UNAUDITED)

9.1 Oil and gas information pursuant to FASB Accounting Standards Codification 932 362

9.1.1 Assessment process for reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362


9.1.2 Proved developed reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362
9.1.3 Proved undeveloped reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363
9.1.4 Estimated proved reserves of oil, bitumen and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363
9.1.5 Results of operations for oil and gas producing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371
9.1.6 Cost incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373
9.1.7 Capitalized costs related to oil and gas producing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 374
9.1.8 Standardized measure of discounted future net cash flows (excluding transportation). . . . . . . . . . . . . . . . . . . . . . . . . . 375
9.1.9 Changes in the standardized measure of discounted future net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377

9.2 Other information 378

9.2.1 Natural Gas Production available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378


9.2.2 Production prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378
9.2.3 Production costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379

9.3 Report on the payments made to governments


(Article L. 225-102-3 of the French Commercial Code) 380

9.3.1 Reporting by country and type of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381


9.3.2 Reporting of Payments by Project and by type of Payment, and by Government and by type of Payment . . . . . . . . . . 382

Registration Document 2018 TOTAL 361


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

9.1 Oil and gas information pursuant to FASB


Accounting Standards Codification 932
Proved reserves estimates are calculated according to the Securities (FASB) Accounting Standards Update regarding Extractive
and Exchange Commission (SEC) Rule 4-10 of Regulation S-X set Activities – Oil and Gas (ASC 932), which provide definitions and
forth in the “Modernization of Oil and Gas Reporting” release (SEC disclosure requirements.
Release n° 33-8995) and the Financial Accounting Standard Board

9.1.1 Assessment process for reserves

Reserves estimations are performed by experienced geoscientists, — an annual review of affiliates reserves conducted by an internal
engineers and economists under the supervision of each affiliate’s group of specialists selected for their expertise in geosciences
General Management. Staff involved in reserves evaluation are trained and engineering and their knowledge of the affiliate. All members
to follow SEC-compliant internal guidelines and policies regarding of this group, chaired by the Reserves Vice-President (“RVP”) of
criteria that must be met before reserves can be considered as the Development and Support to Operations division and
proved. All of the Group’s proved reserves held in subsidiaries and composed of at least three Technical Reserves Committee
equity affiliates are estimated within the affiliates of the Group with members, are knowledgeable in the SEC guidelines for proved
the exception of the proved reserves held by the equity affiliate PAO reserves evaluation. Their responsibility is to provide an
Novatek. The assessment of the net proved liquids and natural gas independent review of reserves changes proposed by affiliates
reserves of certain properties owned by PAO Novatek was completed and ensure that reserves are estimated using appropriate
as of December 31, 2018, in accordance with the standards applied standards and procedures;
by the Group, based on an independent third-party report from
— at the end of the annual review carried out by the Development
DeGolyer & MacNaughton. These independently assessed reserves
and Support to Operations division, an SEC Reserves Committee
account for 51% of the total net proved reserves TOTAL held in
chaired by the Exploration & Production Senior Vice President
Russia as of December 31, 2018.
Corporate Affairs and comprised of the Development and
The technical validation process relies on a Technical Reserves Support to Operations, Strategy-Business Development-R&D,
Committee that is responsible for approving proved reserves Finance and Legal Senior Vice Presidents as well as the Chairman
variations above a certain threshold and technical evaluations of of the Technical Reserves Committee and the RVP, approves the
reserves associated with an investment decision that requires elements of the SEC reserve booking proposals concerning
approval from the Exploration & Production Executive Committee. criteria that are not dependent upon reservoir and geosciences
The Chairman of the Technical Reserves Committee is appointed by techniques. The results of the annual review and the proposals
the Senior Management of Exploration & Production and its members for including revisions or additions of SEC Proved Reserves are
have expertise in reservoir engineering, production geology, presented to the Exploration & Production Executive Committee
production geophysics, reserves methodology, drilling and development for approval before final validation by the Group’s General
studies. Management and Chief Financial Officer.
An internal control process related to reserves estimation is formalized The reserves evaluation and control process is audited periodically
and involves the following elements: by the Group’s internal auditors.
— a central Reserve Entity the responsibility of which is: to The RVP of the Development and Support to Operations division is
consolidate, document and archive the Group’s reserves; to the technical person responsible for preparing the reserves estimates
ensure coherence of evaluations worldwide; to maintain the for the Group. Appointed by the President of Exploration &
Corporate Reserves Guidelines Standards in line with SEC Production, the RVP supervises the Reserve Entity, chairs the annual
guidelines and policies; to deliver training on reserves evaluation review of reserves, and is a member of the Technical Reserves
and classification; and to conduct periodically in-depth technical Committee and the SEC Reserves Committee. The current RVP has
review of reserves for each affiliate; over 20 years of experience in the oil and gas industry. He previously
held several management positions in the Group in reservoir
engineering and geosciences, and in the field of reserves evaluation
and control process. He holds an engineering degree from École
Centrale Paris, France, and a petroleum engineering degree from
École Nationale Supérieure du Pétrole et des Moteurs (IFP School),
France. He is a member of the UNECE (United Nations Economic
Commission for Europe) Expert Group on Resource Classification,
and an active member of the Society of Petroleum Engineers.

9.1.2 Proved developed reserves


As of December 31, 2018, proved developed reserves of of December 31, 2016, proved developed reserves of hydrocarbons
hydrocarbons (oil, bitumen and gas) were 8,400 Mboe and (oil, bitumen and gas) were 6,667 Mboe and represented 58% of the
represented 70% of the proved reserves. As of December 31, 2017, proved reserves. Over the past three years, the average of proved
proved developed reserves of hydrocarbons (oil, bitumen and gas) developed reserves renewal has remained well above 1,300 Mboe
were 7,010 Mboe and represented 61% of the proved reserves. As per year.

362 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.3 Proved undeveloped reserves

As of December 31, 2018, TOTAL’s combined proved undeveloped The variations of PUDs due to acquisitions and divestitures consist
reserves (PUDs) of oil and gas were 3,650 Mboe compared to mainly of the acquisition of Maersk Oil assets in Norway (Johan
4,465 Mboe at the end of 2017. Sverdrup) and United Kingdom (Culzean), the acquisition of new
assets in Brazil and the sales of 51% of Martin Linge.
The variation is due to (i) -1247 Mboe converted from PUDs to proved
developed reserves; (ii) +72 Mboe of revisions of previous estimates; The Group’s PUDs that may remain undeveloped for five years or
(iii) -136 Mboe of divestitures. Variations of PUDs not included in more after first disclosure (PUD5+) correspond to the remaining PUD
opening balance correspond to +178 Mboe related to extensions on large scale and complex development projects and to field
and discoveries, +359 Mboe from acquisitions and -40 Mboe development projects for which planning is controlled by capacity
converted from PUDs to proved developed reserves. constrains. Indeed, although the Group has converted significant
amount of reserves associated to large scale and complex projects
In 2018, 910 Mboe of PUDs were converted to proved developed
from PUD5+ into developed reserves in 2018, those projects still
through the start up of production of Timimoun (Algeria), Kaombo
hold PUD5+ that are expected to be developed over time as part of
Norte (Angola), Ichthys (Australia), Forth Hills (Canada), and Egina
initial field development plans or additional development phases.
(Nigeria); 377 Mboe correspond to conversions of PUDs to developed
reserves on other fields. These developments confirm once again In addition, some projects are designed and optimized for a given
the Group’s ability to develop and bring into production similar large production capacity that controls the pace at which the field is
scale and complex projects. developed and the wells are drilled. At production start-up, only a
portion of the proved reserves is developed in order to deliver
In 2018, the cost incurred to develop proved undeveloped reserves
sufficient production potential to meet capacity constraints and
(PUDs) was $8.8 billion, which represented 87% of 2018
contractual obligations.
development costs incurred, and was related to projects located for
the most part in Angola, Nigeria, Australia, Norway, Canada, Brazil, Under these specific circumstances, the Group believes that it is
the United Arab Emirates and the United States. justified to report those PUDs as proved reserves, despite the fact
that some of these PUDs may remain undeveloped for more than
five years.

9.1.4 Estimated proved reserves of oil, bitumen and gas

The following tables present, for oil, bitumen and gas reserves, an on a number of assets, partly compensated by lower entitlement
estimate of the Group’s oil, bitumen and gas quantities by geographic share from production sharing and risked service contracts; and
areas as of December 31, 2018, 2017 and 2016.
— -17 Mboe due to other revisions.
Quantities shown correspond to proved developed and undeveloped
The acquisitions in Europe and Central Asia, and in Middle East and
reserves together with changes in quantities for 2018, 2017 and
North Africa, correspond mainly to the acquired Maersk Oil assets in
2016.
the United Kingdom, Norway, Denmark and Algeria.
The definitions used for proved, proved developed and proved
The acquisitions in the Americas correspond mainly to new assets in
undeveloped oil and gas reserves are in accordance with the revised
Brazil.
Rule 4-10 of SEC Regulation S-X.
The sales in Europe and Central Asia correspond mainly to the sale
All references in the following tables to reserves or production are to
in Norway.
the Group’s entire share of such reserves or production. TOTAL’s
worldwide proved reserves include the proved reserves of its The sales in Asia-Pacific correspond to decrease in interest in
consolidated subsidiaries as well as its proportionate share of the Australia.
proved reserves of equity affiliates.
The extensions in Europe and Central Asia correspond mainly to
Significant changes in proved reserves between 2017 and 2018 are recognition of reserves in Denmark, posterior to the acquisition of
discussed below. Maersk Oil.
For consolidated subsidiaries, the revisions of +450 Mboe for the The extensions in Middle East and North Africa correspond mainly to
year 2018 were due to: recognition of reserves in the United Arab Emirates and Algeria.
— +438 Mboe due to new information obtained from drilling and For equity affiliates, the revisions of +187 Mboe for the year 2018
production history mainly in the United Arab Emirates, the United were mainly due to new information obtained from drilling and
Kingdom and Angola; production history in Russia.
— +29 Mboe due to economic factors as a result of higher yearly The acquisitions in Russia correspond to the acquisition by Novatek
average hydrocarbon prices, including a delayed economic limit of GeoTransGas and the increased interest in Novatek’s share capital.

Registration Document 2018 TOTAL 363


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

9.1.4.1 Changes in oil, bitumen and gas reserves


Consolidated subsidiaries
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels of oil equivalent) (excl. Russia) Russia Africa) Africa Americas Pacific Total

BALANCE AS OF DECEMBER 31, 2015 –


BRENT AT 54.17 $/b 1,812 25 2,020 1,309 1,799 1,025 7,990
Revisions of previous estimates 49 1 1 232 (234) 39 88
Extensions, discoveries and other 47 - 11 5 33 15 111
Acquisitions of reserves in place - - - - 152 - 152
Sales of reserves in place (27) (13) - - (21) - (61)
Production for the year (155) (2) (230) (104) (90) (97) (678)
BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b 1,726 11 1,802 1,442 1,639 982 7,602
Revisions of previous estimates 122 2 106 50 195 44 519
Extensions, discoveries and other - - 29 62 149 6 246
Acquisitions of reserves in place 9 - 2 - - - 11
Sales of reserves in place (17) - (28) - (52) - (97)
Production for the year (162) (2) (232) (104) (115) (89) (704)
BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b 1,678 11 1,679 1,450 1,816 943 7,577
Revisions of previous estimates 126 - 132 137 28 27 450
Extensions, discoveries and other 69 - 45 444 27 13 598
Acquisitions of reserves in place 316 - - 85 86 - 487
Sales of reserves in place (103) - (5) - (24) (89) (221)
Production for the year (190) (1) (238) (154) (134) (51) (768)
BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b 1,896 10 1,613 1,962 1,799 843 8,123

Minority interest in proved developed and undeveloped reserves as of


December 31, 2016 – Brent at 42.82 $/b - - 105 - - - 105
December 31, 2017 – Brent at 54.36 $/b - - 102 - - - 102
DECEMBER 31, 2018 – BRENT AT 71.43 $/b - - 98 - - - 98

Equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels of oil equivalent) (excl. Russia) Russia Africa) Africa Americas Pacific Total

BALANCE AS OF DECEMBER 31, 2015 –


BRENT AT 54.17 $/b - 2,220 71 1,121 178 - 3,590
Revisions of previous estimates - 16 - 68 (1) - 83
Extensions, discoveries and other - 331 - - - - 331
Acquisitions of reserves in place - - - 190 - - 190
Sales of reserves in place - (59) - - - - (59)
Production for the year - (119) (1) (87) (12) - (219)
BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b - 2,389 70 1,292 165 - 3,916
Revisions of previous estimates - 17 - 45 (6) - 56
Extensions, discoveries and other - 124 - - - - 124
Acquisitions of reserves in place - 35 - - - - 35
Sales of reserves in place - - - - - - -
Production for the year - (114) (7) (100) (12) - (233)
BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b - 2,451 63 1,237 147 - 3,898
Revisions of previous estimates - 128 (1) 61 (1) - 187
Extensions, discoveries and other - 11 - - - - 11
Acquisitions of reserves in place - 102 - - - - 102
Sales of reserves in place - (26) - - - - (26)
Production for the year - (141) (7) (89) (8) - (245)
BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b - 2,525 55 1,209 138 - 3,927

364 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
Consolidated subsidiaries and equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels of oil equivalent) (excl. Russia) Russia Africa) Africa Americas Pacific Total

AS OF DECEMBER 31, 2016 – BRENT AT 42.82 $/b


Proved developed and undeveloped reserves 1,726 2,400 1,872 2,734 1,804 982 11,518
Consolidated subsidiaries 1,726 11 1,802 1,442 1,639 982 7,602
Equity affiliates - 2,389 70 1,292 165 - 3,916
Proved developed reserves 1,025 1,017 1,141 2,281 979 224 6,667
Consolidated subsidiaries 1,025 7 1,132 1,158 897 224 4,443
Equity affiliates - 1,010 9 1,123 82 - 2,224
Proved undeveloped reserves 701 1,383 731 453 825 758 4,851
Consolidated subsidiaries 701 4 670 284 742 758 3,159
Equity affiliates - 1,379 61 169 83 - 1,692
AS OF DECEMBER 31, 2017 – BRENT AT 54.36 $/b
Proved developed and undeveloped reserves 1,678 2,462 1,742 2,687 1,963 943 11,475
Consolidated subsidiaries 1,678 11 1,679 1,450 1,816 943 7,577
Equity affiliates - 2,451 63 1,237 147 - 3,898
Proved developed reserves 1,100 1,344 1,206 2,256 907 197 7,010
Consolidated subsidiaries 1,100 8 1,192 1,177 836 197 4,510
Equity affiliates - 1,336 14 1,079 71 - 2,500
Proved undeveloped reserves 578 1,118 536 431 1,056 746 4,465
Consolidated subsidiaries 578 3 487 273 979 746 3,066
Equity affiliates - 1,115 49 158 77 - 1,399
AS OF DECEMBER 31, 2018 – BRENT AT 71.43 $/b
Proved developed and undeveloped reserves 1,896 2,535 1,668 3,171 1,937 843 12,050
Consolidated subsidiaries 1,896 10 1,613 1,962 1,799 843 8,123
Equity affiliates - 2,525 55 1,209 138 - 3,927
Proved developed reserves 1,275 1,395 1,266 2,702 1,245 517 8,400
Consolidated subsidiaries 1,275 8 1,257 1,649 1,182 517 5,888
Equity affiliates - 1,387 9 1,053 63 - 2,512
Proved undeveloped reserves 621 1,140 402 469 692 326 3,650
Consolidated subsidiaries 621 2 356 313 617 326 2,235
Equity affiliates - 1,138 46 156 75 - 1,415

Registration Document 2018 TOTAL 365


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

9.1.4.2 Changes in oil reserves


The oil reserves include crude oil, condensates and natural gas liquids reserves.
Consolidated subsidiaries
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels) (excl. Russia) Russia Africa) Africa Americas Pacific Total

BALANCE AS OF DECEMBER 31, 2015 –


BRENT AT 54.17 $/b 976 23 1,450 1,051 101 205 3,806
Revisions of previous estimates 22 1 6 239 (9) 6 265
Extensions, discoveries and other 14 - 11 4 11 - 40
Acquisitions of reserves in place - - - - - - -
Sales of reserves in place (13) (11) - - (2) - (26)
Production for the year (63) (3) (185) (84) (16) (11) (362)
BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b 936 10 1,282 1,210 85 200 3,723
Revisions of previous estimates 42 - 94 57 7 2 202
Extensions, discoveries and other - - 18 38 91 - 147
Acquisitions of reserves in place 3 - 2 - - - 5
Sales of reserves in place (8) - (26) - - - (34)
Production for the year (71) (1) (182) (87) (15) (10) (366)
BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b 902 9 1,188 1,218 168 192 3,677
Revisions of previous estimates 34 - 122 141 51 3 351
Extensions, discoveries and other 34 - 7 404 2 8 455
Acquisitions of reserves in place 221 - - 60 83 - 364
Sales of reserves in place (36) - (3) - - (23) (62)
Production for the year (95) (1) (185) (136) (24) (6) (447)
BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b 1,060 8 1,129 1,687 280 174 4,338

Minority interest in proved developed and undeveloped reserves as of


December 31, 2016 – Brent at 42.82 $/b - - 95 - - - 95
December 31, 2017 – Brent at 54.36 $/b - - 93 - - - 93
DECEMBER 31, 2018 – BRENT AT 71.43 $/b - - 90 - - - 90

Equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels) (excl. Russia) Russia Africa) Africa Americas Pacific Total

BALANCE AS OF DECEMBER 31, 2015 –


BRENT AT 54.17 $/b - 246 13 260 170 - 689
Revisions of previous estimates - 42 - 58 (1) - 99
Extensions, discoveries and other - 15 - - - - 15
Acquisitions of reserves in place - - - 167 - - 167
Sales of reserves in place - (2) - - - - (2)
Production for the year - (25) - (53) (12) - (90)
BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b - 276 13 432 157 - 878
Revisions of previous estimates - 16 - 44 (6) - 54
Extensions, discoveries and other - 12 - - - - 12
Acquisitions of reserves in place - 4 - - - - 4
Sales of reserves in place - - - - - - -
Production for the year - (24) (2) (66) (11) - (103)
BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b - 284 11 410 140 - 845
Revisions of previous estimates - 54 - 57 (3) - 108
Extensions, discoveries and other - - - - - - -
Acquisitions of reserves in place - 10 - - - - 10
Sales of reserves in place - (5) - - - - (5)
Production for the year - (26) (2) (54) (8) - (90)
BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b - 317 9 413 129 - 868

366 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
Consolidated subsidiaries and equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels) (excl. Russia) Russia Africa) Africa Americas Pacific Total

AS OF DECEMBER 31, 2016 – BRENT AT 42.82 $/b


Proved developed and undeveloped reserves (a) 936 286 1,295 1,642 242 200 4,601
Consolidated subsidiaries 936 10 1,282 1,210 85 200 3,723
Equity affiliates - 276 13 432 157 - 878
Proved developed reserves 476 152 819 1,309 151 14 2,921
Consolidated subsidiaries 476 7 816 955 73 14 2,341
Equity affiliates - 145 3 354 78 - 580
Proved undeveloped reserves 460 134 476 333 91 186 1,680
Consolidated subsidiaries 460 3 466 255 12 186 1,382
Equity affiliates - 131 10 78 79 - 298
AS OF DECEMBER 31, 2017 – BRENT AT 54.36 $/b
Proved developed and undeveloped reserves (a) 902 293 1,199 1,628 308 192 4,522
Consolidated subsidiaries 902 9 1,188 1,218 168 192 3,677
Equity affiliates - 284 11 410 140 - 845
Proved developed reserves 541 176 853 1,321 145 10 3,046
Consolidated subsidiaries 541 8 849 1,000 77 10 2,485
Equity affiliates - 168 4 321 68 - 561
Proved undeveloped reserves 361 117 346 307 163 182 1,476
Consolidated subsidiaries 361 2 338 217 91 182 1,191
Equity affiliates - 115 8 90 72 - 285
AS OF DECEMBER 31, 2018 – BRENT AT 71.43 $/b
Proved developed and undeveloped reserves (a) 1,060 325 1,138 2,100 409 174 5,206
Consolidated subsidiaries 1,060 8 1,129 1,687 280 174 4,338
Equity affiliates - 317 9 413 129 - 868
Proved developed reserves 698 196 928 1,750 164 118 3,854
Consolidated subsidiaries 698 6 927 1,430 106 118 3,285
Equity affiliates - 190 1 320 58 - 569
Proved undeveloped reserves 362 129 210 350 245 56 1,352
Consolidated subsidiaries 362 2 202 257 174 56 1,053
Equity affiliates - 127 8 93 71 - 299

(a) The tables do not include separate figures for NGL reserves because they represented less than 8.5% of the Group’s proved developed and undeveloped oil reserves in each of the years
2016, 2017 and 2018.

Registration Document 2018 TOTAL 367


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

9.1.4.3 Changes in bitumen reserves


Consolidated subsidiaries
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels) (excl. Russia) Russia Africa) Africa Americas Pacific Total

BALANCE AS OF DECEMBER 31, 2015


BRENT AT 54.17 $/b - - - - 1,110 - 1,110
Revisions of previous estimates - - - - (284) - (284)
Extensions, discoveries and other - - - - - - -
Acquisitions of reserves in place - - - - - - -
Sales of reserves in place - - - - - - -
Production for the year - - - - (13) - (13)
BALANCE AS OF DECEMBER 31, 2016
BRENT AT 42.82 $/b - - - - 813 - 813
Revisions of previous estimates - - - - 189 - 189
Extensions, discoveries and other - - - - - - -
Acquisitions of reserves in place - - - - - - -
Sales of reserves in place - - - - (52) - (52)
Production for the year - - - - (22) - (22)
BALANCE AS OF DECEMBER 31, 2017
BRENT AT 54.36 $/b - - - - 928 - 928
Revisions of previous estimates - - - - (26) - (26)
Extensions, discoveries and other - - - - - - -
Acquisitions of reserves in place - - - - - - -
Sales of reserves in place - - - - (24) - (24)
Production for the year - - - - (35) - (35)
BALANCE AS OF DECEMBER 31, 2018
BRENT AT 71.43 $/b - - - - 843 - 843

Proved developed reserves as of

December 31, 2016 – Brent at 42.82 $/b - - - - 160 - 160


December 31, 2017 – Brent at 54.36 $/b - - - - 142 - 142
DECEMBER 31, 2018 – BRENT AT 71.43 $/b - - - - 512 - 512

Proved undeveloped reserves as of

December 31, 2016 – Brent at 42.82 $/b - - - - 653 - 653


December 31, 2017 – Brent at 54.36 $/b - - - - 786 - 786
DECEMBER 31, 2018 – BRENT AT 71.43 $/b - - - - 331 - 331

There are no bitumen reserves for equity affiliates. There are no minority interests for bitumen reserves.

368 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.4.4 Changes in gas reserves

Consolidated subsidiaries
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in billion cubic feet) (excl. Russia) Russia Africa) Africa Americas Pacific Total

BALANCE AS OF DECEMBER 31, 2015 –


BRENT AT 54.17 $/b 4,470 15 2,848 1,429 3,301 4,485 16,548
Revisions of previous estimates 143 (2) (44) (28) 347 189 605
Extensions, discoveries and other 173 - - 7 126 85 391
Acquisitions of reserves in place - - - - 874 - 874
Sales of reserves in place (80) (7) - - (101) - (188)
Production for the year (498) (1) (220) (111) (343) (494) (1,667)
BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b 4,208 5 2,584 1,297 4,204 4,265 16,563
Revisions of previous estimates 434 2 52 (44) (21) 233 656
Extensions, discoveries and other - - 53 131 323 35 542
Acquisitions of reserves in place 34 - - - - - 34
Sales of reserves in place (49) - (10) - - - (59)
Production for the year (495) - (248) (94) (440) (455) (1,732)
BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b 4,132 7 2,431 1,290 4,066 4,078 16,004
Revisions of previous estimates 481 1 39 (21) 24 141 665
Extensions, discoveries and other 176 - 191 214 141 29 751
Acquisitions of reserves in place 516 - - 130 14 - 660
Sales of reserves in place (362) - (5) - - (343) (710)
Production for the year (515) - (257) (110) (421) (273) (1,576)
BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b 4,428 8 2,399 1,503 3,824 3,632 15,794

Minority interest in proved developed and undeveloped reserves as of


December 31, 2016 – Brent at 42.82 $/b - - 48 - - - 48
December 31, 2017 – Brent at 54.36 $/b - - 44 - - - 44
DECEMBER 31, 2018 – BRENT AT 71.43 $/b - - 43 - - - 43

Equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in billion cubic feet) (excl. Russia) Russia Africa) Africa Americas Pacific Total

BALANCE AS OF DECEMBER 31, 2015 –


BRENT AT 54.17 $/b - 10,604 311 4,695 48 - 15,658
Revisions of previous estimates - (132) (3) 51 (1) - (85)
Extensions, discoveries and other - 1,717 - - - - 1,717
Acquisitions of reserves in place - - - 132 - - 132
Sales of reserves in place - (308) - - - - (308)
Production for the year - (503) (7) (181) (2) - (693)
BALANCE AS OF DECEMBER 31, 2016 –
BRENT AT 42.82 $/b - 11,378 301 4,697 45 - 16,421
Revisions of previous estimates - 3 4 3 (1) - 9
Extensions, discoveries and other - 607 - - - - 607
Acquisitions of reserves in place - 164 - - - - 164 9
Sales of reserves in place - - - - - - -
Production for the year - (481) (29) (187) (2) - (699)
BALANCE AS OF DECEMBER 31, 2017 –
BRENT AT 54.36 $/b - 11,671 276 4,513 42 - 16,502
Revisions of previous estimates - 394 (9) 28 11 - 424
Extensions, discoveries and other - 60 - - - - 60
Acquisitions of reserves in place - 489 - - - - 489
Sales of reserves in place - (112) - - - - (112)
Production for the year - (616) (30) (184) (2) - (832)
BALANCE AS OF DECEMBER 31, 2018 –
BRENT AT 71.43 $/b - 11,886 237 4,357 51 - 16,531

Registration Document 2018 TOTAL 369


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

Consolidated subsidiaries and equity affiliates


Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in billion cubic feet) (excl. Russia) Russia Africa) Africa Americas Pacific Total

AS OF DECEMBER 31, 2016 – BRENT AT 42.82 $/b


Proved developed and undeveloped reserves 4,208 11,383 2,885 5,994 4,249 4,265 32,984
Consolidated subsidiaries 4,208 5 2,584 1,297 4,204 4,265 16,563
Equity affiliates - 11,378 301 4,697 45 - 16,421
Proved developed reserves 2,912 4,606 1,582 5,356 3,774 1,260 19,490
Consolidated subsidiaries 2,912 3 1,545 1,157 3,751 1,260 10,628
Equity affiliates - 4,603 37 4,199 23 - 8,862
Proved undeveloped reserves 1,296 6,777 1,303 638 475 3,005 13,494
Consolidated subsidiaries 1,296 2 1,039 140 453 3,005 5,935
Equity affiliates - 6,775 264 498 22 - 7,559
AS OF DECEMBER 31, 2017 – BRENT AT 54.36 $/b
Proved developed and undeveloped reserves 4,132 11,678 2,707 5,803 4,108 4,078 32,506
Consolidated subsidiaries 4,132 7 2,431 1,289 4,066 4,078 16,004
Equity affiliates - 11,671 276 4,514 42 - 16,502
Proved developed reserves 2,964 6,262 1,749 5,151 3,493 1,127 20,746
Consolidated subsidiaries 2,964 4 1,692 1,013 3,476 1,127 10,276
Equity affiliates - 6,258 57 4,138 17 - 10,470
Proved undeveloped reserves 1,168 5,416 958 652 615 2,951 11,760
Consolidated subsidiaries 1,168 3 739 276 590 2,951 5,727
Equity affiliates - 5,413 219 376 25 - 6,033
AS OF DECEMBER 31, 2018 – BRENT AT 71.43 $/b
Proved developed and undeveloped reserves 4,428 11,894 2,636 5,860 3,875 3,632 32,325
Consolidated subsidiaries 4,428 8 2,399 1,503 3,824 3,632 15,794
Equity affiliates - 11,886 237 4,357 51 - 16,531
Proved developed reserves 3,050 6,426 1,658 5,233 3,213 2,219 21,799
Consolidated subsidiaries 3,050 4 1,625 1,224 3,188 2,219 11,310
Equity affiliates - 6,422 33 4,009 25 - 10,489
Proved undeveloped reserves 1,378 5,468 978 627 662 1,413 10,526
Consolidated subsidiaries 1,378 4 774 279 636 1,413 4,484
Equity affiliates - 5,464 204 348 26 - 6,042

370 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.5 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.

Consolidated subsidiaries

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(M$) (excl. Russia) Russia Africa) Africa Americas Pacific Total

2016

Revenues Non-Group sales 1,075 - 507 613 963 2,113 5,271


Group sales 3,046 72 6,826 3,033 494 444 13,915
Total Revenues 4,121 72 7,333 3,646 1,457 2,557 19,186
Production costs (1,083) (30) (1,601) (478) (488) (351) (4,031)
Exploration expenses (512) (3) (108) (368) (196) (77) (1,264)
Depreciation, depletion and amortization
and valuation allowances (3,421) (89) (4,566) (599) (603) (1,191) (10,469)
Other expenses (a) (339) (8) (615) (2,328) (224) (97) (3,611)
Pre-tax income from producing activities (b) (1,234) (58) 443 (127) (54) 841 (189)
Income tax 818 14 (143) (205) (27) (184) 273
Results of oil and gas producing activities (b) (416) (44) 300 (332) (81) 657 84

(a) Included production taxes and accretion expense as provided by IAS 37 ($507 million in 2016).
(b) Including adjustment items applicable to ASC 932 perimeter, amounting to a net charge of $1.943 million before tax and $1.198 million after tax, mainly related to asset impairments.

2017

Revenues Non-Group sales 1,454 - 975 934 1,335 2,160 6,858


Group sales 3,932 41 8,486 3,706 821 453 17,439
Total Revenues 5,386 41 9,461 4,640 2,156 2,613 24,297
Production costs (1,072) (14) (1,350) (434) (601) (318) (3,789)
Exploration expenses (419) (2) (164) (10) (193) (76) (864)
Depreciation, depletion and amortization
and valuation allowances (2,928) (36) (5,790) (511) (2,569) (820) (12,654)
Other expenses (a) (352) (7) (775) (2,619) (338) (121) (4,212)
Pre-tax income from producing activities (b) 615 (18) 1,382 1,066 (1,545) 1,278 2,778
Income tax (776) (2) (853) (469) 387 (482) (2,195)
Results of oil and gas producing activities (b) (161) (20) 529 597 (1,158) 796 583

(a) Included production taxes and accretion expense as provided by IAS 37 ($525 million in 2017).
(b) Including adjustment items applicable to ASC 932 perimeter, amounting to a net charge of $3.712 million before tax and $3.305 million after tax, essentially related to asset impairments.

2018

Revenues Non-Group sales 2,199 - 1,899 2,331 1,109 1,384 8,922


Group sales 6,686 86 10,702 6,760 1,730 222 26,186
Total Revenues 8,885 86 12,601 9,091 2,839 1,606 35,108
Production costs (1,546) (14) (1,208) (617) (864) (147) (4,396)
Exploration expenses (297) (1) (144) (45) (218) (93) (798)
Depreciation, depletion and amortization
and valuation allowances (2,464) (33) (4,400) (1,227) (1,356) (1,066) (10,546) 9
Other expenses (a) (395) (12) (993) (5,561) (423) (141) (7,525)
Pre-tax income from producing activities (b) 4,183 26 5,856 1,641 (22) 159 11,843
Income tax (2,356) (16) (2,440) (868) 88 (25) (5,617)
Results of oil and gas producing activities (b) 1,827 10 3,416 773 66 134 6,226

(a) Included production taxes and accretion expense as provided by IAS 37 ($515 million in 2018).
(b) Including adjustment items applicable to ASC 932 perimeter, amounting to a net charge of $1.238 million before tax and $703 million after tax, essentially related to asset impairments.

Registration Document 2018 TOTAL 371


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

Equity affiliates

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(M$) (excl. Russia) Russia Africa) Africa Americas Pacific Total

2016

Revenues Non-Group sales - 831 - 399 310 - 1,540


Group sales - - - 2,104 (11) - 2,093
Total Revenues - 831 - 2,503 299 - 3,633
Production costs - (103) - (246) (42) - (391)
Exploration expenses - (4) - - - - (4)
Depreciation, depletion and amortization
and valuation allowances - (137) - (496) (94) - (727)
Other expenses - (109) - (1,274) (116) - (1,499)
Pre-tax income from producing activities - 478 - 487 47 - 1,012
Income tax - (80) - (107) 55 - (132)
Results of oil and gas producing activities - 398 - 380 102 - 880

2017

Revenues Non-Group sales - 1,027 81 1,526 351 - 2,985


Group sales - 8 - 2,247 19 - 2,274
Total Revenues - 1,034 81 3,774 370 - 5,259
Production costs - (106) - (283) (55) - (444)
Exploration expenses - (5) - - - - (5)
Depreciation, depletion and amortization
and valuation allowances - (149) - (423) (88) - (660)
Other expenses - (187) (9) (2,309) (159) - (2,664)
Pre-tax income from producing activities - 587 72 759 67 - 1,485
Income tax - (104) - (212) (5) - (321)
Results of oil and gas producing activities - 483 72 547 62 - 1,164

2018

Revenues Non-Group sales - 1,915 122 3,429 346 - 5,812


Group sales - 45 32 941 - - 1,018
Total Revenues - 1,960 154 4,370 346 - 6,830
Production costs - (139) - (399) (49) - (587)
Exploration expenses - (14) - - - - (14)
Depreciation, depletion and amortization
and valuation allowances - (196) - (253) (68) - (517)
Other expenses - (239) (32) (2,548) (185) - (3,004)
Pre-tax income from producing activities - 1,372 122 1,170 44 - 2,708
Income tax - (228) - (424) (3) - (655)
Results of oil and gas producing activities - 1,144 122 746 41 - 2,053

372 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.6 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

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(M$) (excl. Russia) Russia Africa) Africa Americas Pacific Total

2016

Proved property acquisition 102 1 31 10 415 - 559


Unproved property acquisition 5 - 19 1 289 15 329
Exploration costs 594 3 145 93 387 166 1,388
Development costs (a) 3,041 30 5,977 729 2,032 898 12,707
TOTAL COST INCURRED 3,742 34 6,172 833 3,123 1,079 14,983
2017

Proved property acquisition 47 - 1 1 14 - 63


Unproved property acquisition 13 - 56 5 153 507 734
Exploration costs 415 2 170 61 388 141 1,177
Development costs (a) 1,445 20 3,544 948 1,957 1,073 8,987
TOTAL COST INCURRED 1,919 22 3,771 1,014 2,512 1,721 10,959
2018 (b)

Proved property acquisition 2,899 - 210 473 1,417 - 4,999


Unproved property acquisition 3,173 - 245 2,337 2,137 1 7,893
Exploration costs 379 1 196 34 406 156 1,172
Development costs (a) 1,642 23 3,252 1,378 1,649 1,346 9,290
TOTAL COST INCURRED 8,093 24 3,903 4,222 5,609 1,503 23,354

Equity affiliates

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(M$) (excl. Russia) Russia Africa) Africa Americas Pacific Total

2016

Proved property acquisition - - - 35 - - 35


Unproved property acquisition - - - - - - -
Exploration costs - - - 7 - - 7
Development costs (a) - 243 - 502 61 - 806
TOTAL COST INCURRED - 243 - 544 61 - 848
2017

Proved property acquisition - - - - - - -


Unproved property acquisition - - - - - - -
Exploration costs - - - 4 - - 4
Development costs (a) - 219 - 625 88 - 932
TOTAL COST INCURRED - 219 - 629 88 - 936 9
2018

Proved property acquisition - 153 - - - - 153


Unproved property acquisition - 9 - - - - 9
Exploration costs - - - 3 - - 3
Development costs (a) - 204 - 590 67 - 861
TOTAL COST INCURRED - 366 - 593 67 - 1,026

(a) Including asset retirement costs capitalized during the year and any gains or losses recognized upon settlement of asset retirement obligation during the year.
(b) Including costs incurred relating to acquisitions of Maerk Oil, Iara and Lapa concessions and Marathon Oil Libya Ltd.

Registration Document 2018 TOTAL 373


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

9.1.7 Capitalized costs related to oil and gas producing activities


Capitalized costs represent the amount of capitalized proved and unproved property costs, including support equipement 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

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(M$) (excl. Russia) Russia Africa) Africa Americas Pacific Total

As of December 31, 2016

Proved properties 54,611 600 78,638 11,275 23,392 23,622 192,138


Unproved properties 1,000 4 4,357 1,657 8,611 1,037 16,666
TOTAL CAPITALIZED COSTS 55,611 604 82,995 12,932 32,003 24,659 208,804
Accumulated depreciation, depletion and amortization (29,227) (385) (42,988) (7,973) (12,764) (14,735) (108,072)
Net capitalized costs 26,384 219 40,007 4,959 19,239 9,924 100,732
As of December 31, 2017

Proved properties 58,624 619 79,793 12,544 25,354 24,626 201,560


Unproved properties 1,085 4 4,289 1,331 8,265 1,630 16,604
TOTAL CAPITALIZED COSTS 59,709 623 84,082 13,874 33,619 26,256 218,163
Accumulated depreciation,
depletion and amortization (34,370) (421) (46,725) (8,450) (14,345) (15,550) (119,861)
Net capitalized costs 25,339 202 37,357 5,424 19,274 10,706 98,303
As of December 31, 2018

Proved properties 58,981 641 82,077 15,684 28,744 26,122 212,249


Unproved properties 2,873 4 4,631 2,802 8,969 1,708 20,987
TOTAL CAPITALIZED COSTS 61,854 645 86,708 18,486 37,713 27,830 233,236
Accumulated depreciation, depletion and amortization (35,036) (454) (50,029) (10,012) (14,398) (16,682) (126,611)
NET CAPITALIZED COSTS 26,818 191 36,679 8,474 23,315 11,148 106,625

Equity affiliates

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(M$) (excl. Russia) Russia Africa) Africa Americas Pacific Total

As of December 31, 2016

Proved properties - 5,802 - 5,029 1,600 - 12,431


Unproved properties - 211 - - - - 211
TOTAL CAPITALIZED COSTS - 6,013 - 5,029 1,600 - 12,642
Accumulated depreciation, depletion and amortization - (1,026) - (3,850) (506) - (5,382)
Net capitalized costs - 4,987 - 1,179 1,094 - 7,260
As of December 31, 2017

Proved properties - 6,232 - 5,583 1,676 - 13,491


Unproved properties - 185 - - - - 185
TOTAL CAPITALIZED COSTS - 6,417 - 5,583 1,676 - 13,676
Accumulated depreciation,
depletion and amortization - (1,344) - (4,340) (592) - (6,276)
Net capitalized costs - 5,074 - 1,243 1,084 - 7,401
As of December 31, 2018

Proved properties - 6,268 - 3,463 1,743 - 11,474


Unproved properties - 132 - - - - 132
TOTAL CAPITALIZED COSTS - 6,400 - 3,463 1,743 - 11,606
Accumulated depreciation, depletion and amortization - (1,461) - (1,856) (660) - (3,977)
NET CAPITALIZED COSTS - 4,939 - 1,607 1,083 - 7,629

374 TOTAL Registration Document 2018


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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.8 Standardized measure of discounted future net cash flows (excluding
transportation)

The standardized measure of discounted future net cash flows — future income taxes are computed by applying the year-end
relating to proved oil and gas reserve quantities was developed as statutory tax rate to future net cash flows after consideration of
follows: permanent differences and future income tax credits; and
— estimates of proved reserves and the corresponding production — future net cash flows are discounted at a standard discount rate
profiles are based on existing technical and economic conditions; of 10%.
— the estimated future cash flows are determined based on prices These principles applied are those required by ASC 932 and do not
used in estimating the Group’s proved oil and gas reserves; reflect the expectations of real revenues from these reserves, nor
their present value; hence, they do not constitute criteria for
— the future cash flows incorporate estimated production costs
investment decisions. An estimate of the fair value of reserves should
(including production taxes), future development costs and asset
also take into account, among other things, the recovery of reserves
retirement costs. All cost estimates are based on year-end
not presently classified as proved, anticipated future changes in prices
technical and economic conditions;
and costs and a discount factor more representative of the time
value of money and the risks inherent in reserves estimates.

Consolidated subsidiaries

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(M$) (excl. Russia) Russia Africa) Africa Americas Pacific Total

As of December 31, 2016

Future cash inflows 46,212 365 51,677 52,891 21,520 19,209 191,874
Future production costs (15,428) (179) (19,519) (39,108) (14,267) (7,495) (95,996)
Future development costs (15,334) (219) (19,300) (4,995) (5,487) (4,805) (50,140)
Future income taxes (2,599) (1) (7,480) (2,517) (989) (955) (14,541)
Future net cash flows, after income taxes 12,851 (34) 5,378 6,271 777 5,954 31,197
Discount at 10% (5,172) 8 (64) (2,986) (815) (2,666) (11,695)
Standardized measure of discounted
future net cash flows 7,679 (26) 5,314 3,285 (38) 3,288 19,502

As of December 31, 2017

Future cash inflows 58,133 420 63,319 67,180 37,203 20,616 246,871
Future production costs (16,644) (221) (18,554) (50,240) (19,372) (5,780) (110,811)
Future development costs (13,302) (115) (15,319) (5,648) (6,337) (4,044) (44,765)
Future income taxes (9,385) (36) (11,403) (4,450) (921) (1,721) (27,916)
Future net cash flows, after income taxes 18,802 47 18,043 6,843 10,572 9,070 63,377
Discount at 10% (8,106) (3) (4,977) (3,065) (6,562) (3,567) (26,280)
Standardized measure of discounted
future net cash flows 10,696 44 13,066 3,778 4,010 5,503 37,097

As of December 31, 2018

Future cash inflows 90,506 508 79,258 121,614 41,224 19,936 353,046
Future production costs (21,813) (226) (19,236) (95,749) (21,282) (4,570) (162,876)
Future development costs (17,735) (135) (13,861) (6,656) (6,584) (3,093) (48,064)
Future income taxes (22,486) (63) (16,357) (5,965) (2,322) (2,809) (50,002)
Future net cash flows, after income taxes 28,472 84 29,804 13,244 11,036 9,464 92,104 9
Discount at 10% (11,811) (16) (8,277) (5,469) (5,479) (3,247) (34,299)
Standardized measure of discounted
future net cash flows 16,661 68 21,527 7,775 5,557 6,217 57,805

Minority interests in future net cash flows as of

December 31, 2016 - - 253 - - - 253


December 31, 2017 - - 862 - - - 862
DECEMBER 31, 2018 - - 1,440 - - - 1,440

[© Agence Marc Praquin] Registration Document 2018 TOTAL 375


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932

Equity affiliates

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(M$) (excl. Russia) Russia Africa) Africa Americas Pacific Total

As of December 31, 2016

Future cash inflows - 22,393 (248) 30,045 5,815 - 58,005


Future production costs - (5,704) (53) (15,846) (2,017) - (23,620)
Future development costs - (929) (1) (2,339) (392) - (3,661)
Future income taxes - (1,228) (20) (4,661) - - (5,909)
Future net cash flows, after income taxes - 14,532 (322) 7,199 3,406 - 24,815
Discount at 10% - (9,471) 139 (3,869) (1,697) - (14,898)
Standardized measure of discounted
future net cash flows - 5,061 (183) 3,330 1,709 - 9,917

As of December 31, 2017

Future cash inflows - 30,769 365 39,518 6,719 - 77,371


Future production costs - (7,647) (46) (17,654) (3,209) - (28,556)
Future development costs - (1,267) (1) (3,066) (299) - (4,633)
Future income taxes - (2,097) (17) (7,459) - - (9,573)
Future net cash flows, after income taxes - 19,758 301 11,338 3,211 - 34,608
Discount at 10% - (12,050) (166) (5,901) (1,549) - (19,666)
Standardized measure of discounted
future net cash flows - 7,708 135 5,437 1,662 - 14,942

As of December 31, 2018

Future cash inflows - 40,376 1,368 48,144 6,969 - 96,857


Future production costs - (11,136) (47) (21,248) (3,372) - (35,803)
Future development costs - (1,118) (28) (2,731) (326) - (4,203)
Future income taxes - (4,825) - (11,631) (1,233) - (17,689)
Future net cash flows, after income taxes - 23,297 1,293 12,534 2,038 - 39,162
Discount at 10% - (12,454) (658) (6,279) (1,019) - (20,410)
Standardized measure of discounted
future net cash flows - 10,843 635 6,255 1,019 - 18,752

376 TOTAL Registration Document 2018


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SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.9 Changes in the standardized measure of discounted future net cash flows
Consolidated subsidiaries (M$) 2016 2017 2018

Discounted future net cash flows at January 1 24,011 19,502 37,097


Sales and transfers, net of production costs (12,015) (16,822) (23,700)
Net change in sales and transfer prices and in production costs and other expenses (21,189) 26,699 28,420
Extensions, discoveries and improved recovery 156 3,244 8,412
Changes in estimated future development costs 400 (324) (1,071)
Previously estimated development costs incurred during the year 13,967 8,952 6,636
Revisions of previous quantity estimates 5,347 2,427 4,588
Accretion of discount 2,401 1,950 3,710
Net change in income taxes 6,304 (8,155) (11,538)
Purchases of reserves in place 364 98 7,876
Sales of reserves in place (244) (474) (2,625)
END OF YEAR 19,502 37,097 57,805

Equity affiliates (M$) 2016 2017 2018

Discounted future net cash flows at January 1 10,501 9,917 14,942


Sales and transfers, net of production costs (1,745) (2,151) (3,248)
Net change in sales and transfer prices and in production costs and other expenses (3,840) 7,075 7,322
Extensions, discoveries and improved recovery 1,204 57 76
Changes in estimated future development costs 83 (1,171) (255)
Previously estimated development costs incurred during the year 971 789 789
Revisions of previous quantity estimates 214 783 1,030
Accretion of discount 1,050 992 1,494
Net change in income taxes (340) (1,420) (3,691)
Purchases of reserves in place 1,929 71 388
Sales of reserves in place (110) - (95)
END OF YEAR 9,917 14,942 18,752

[© Agence Marc Praquin] Registration Document 2018 TOTAL 377


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Other information

9.2 Other information


9.2.1 Natural Gas Production available for sale
Consolidated subsidiaries

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(excl. Russia) Russia Africa) Africa Americas Pacific Total

2016
Natural Gas production
available for sale (a) (Bcf) 469 - 180 94 337 471 1,551

2017
Natural Gas production
available for sale (a) (Bcf) 465 - 205 80 432 436 1,618

2018
Natural Gas production
available for sale (a) (Bcf) 480 - 215 91 413 262 1,461

(a) The reported volumes are different from those shown in the reserves table due to gas consumed in operations.

Equity affiliates

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(excl. Russia) Russia Africa) Africa Americas Pacific Total

2016
Natural Gas production
available for sale (Bcf) (a) - 492 5 173 - - 670
2017
Natural Gas production
available for sale (Bcf) (a) - 461 25 176 - - 662

2018
Natural Gas production
available for sale (Bcf) (a) - 586 26 173 - - 785

(a) The reported volumes are different from those shown in the reserves table due to gas consumed in operations. .

9.2.2 Production prices


Consolidated subsidiaries

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(excl. Russia) Russia Africa) Africa Americas Pacific Total

(a)
2016
Oil ($/b) (b) 34.63 30.89 37.77 40.23 23.54 37.89 37.18
Bitumen ($/b) - - - - 10.77 - 10.77
Natural Gas ($/kcf) 4.24 - 1.43 1.20 2.50 4.53 3.48
2017 (a)
Oil ($/b) (b) 47.73 40.94 50.02 52.28 31.69 48.86 49.25
Bitumen ($/b) - - - - 20.77 - 20.77
Natural Gas ($/kcf) 4.51 - 1.45 1.29 2.68 4.99 3.60
(a)
2018
Oil ($/b) (b) 61.71 59.88 67.17 69.56 50.29 66.29 65.72
Bitumen ($/b) - - - - 11.48 - 11.48
Natural Gas ($/kcf) 6.58 - 2.05 2.06 2.89 4.86 4.30

(a) The volumes used for calculation of the average sales prices are the ones sold from the Group’s own production. .
(b) The reported price represents an average aggregate price of prices for crude oil, condensates and NGL. The table does not include separate figures for NGL production prices because
the production of NGL represented less than 7.5% of the Group’s total liquids production in each of the years 2016, 2017 and 2018.

378 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Other information 9
Equity affiliates

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(excl. Russia) Russia Africa) Africa Americas Pacific Total

2016 (a)
Oil ($/b) (b) - 19.36 - 38.61 28.49 - 32.77
Bitumen ($/b) - - - - - - -
Natural Gas ($/kcf) - 1.21 - 1.85 - - 1.43
2017 (a)
Oil ($/b) (b) - 26.28 - 50.03 34.36 - 43.51
Bitumen ($/b) - - - - - - -
Natural Gas ($/kcf) - 1.49 2.35 2.23 - - 1.78
2018 (a)
Oil ($/b) (b) - 38.85 - 64.41 50.80 - 56.13
Bitumen ($/b) - - - - - - -
Natural Gas ($/kcf) - 2.38 5.11 5.92 - - 3.26

(a) The volumes used for calculation of the average sales prices are the ones sold from the Group’s own production. .
(b) The reported price represents an average aggregate price of prices for crude oil, condensates and NGL. The table does not include separate figures for NGL production prices because
the production of NGL represented less than 7.5% of the Group’s total liquids production in each of the years 2016, 2017 and 2018.

9.2.3 Production costs


Consolidated subsidiaries

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(in $/boe) (excl. Russia) Russia Africa) Africa Americas Pacific Total

(a)
2016
Total liquids and natural gas 7.25 10.90 7.20 4.76 5.52 3.78 6.14
Bitumen - - - - 19.03 - 19.03
2017 (a)
Total liquids and natural gas 6.85 9.59 6.05 4.28 5.27 3.72 5.56
Bitumen - - - - 12.06 - 12.06
(a)
2018
Total liquids and natural gas 8.44 9.72 5.27 4.08 6.54 2.97 5.89
Bitumen - - - - 13.69 - 13.69

(a) 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.

Equity affiliates

Europe and Africa Middle East


Central Asia (excl. North and North Asia-
(in $/boe) (excl. Russia) Russia Africa) Africa Americas Pacific Total

(a)
2016
Total liquids and natural gas - 0.88 - 2.92 3.59 - 1.82
Bitumen - - - - - - -
2017 (a) 9
Total liquids and natural gas - 0.95 - 2.88 4.94 - 1.96
Bitumen - - - - - - -
2018 (a)
Total liquids and natural gas - 1.03 - 4.62 6.00 - 2.49
Bitumen - - - - - - -

(a) The volumes of liquids used for this computation are shown in the proved reserves tables of this report. The reported volumes for natural gas are different from those shown in the
reserves table due to gas consumed in operations.

Registration Document 2018 TOTAL 379


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

9.3 Report on the payments made to governments


(Article L. 225-102-3 of the French
Commercial Code)
Article L. 225-102-3 of the French Commercial Code (1) requires large to achieve certain production levels or certain targets, and
undertakings and public-interest entities that are active in the discovery of additional mineral reserves /deposits.
extractive industry or logging of primary forests to disclose in an
— Dividends: dividends paid to a host government holding an
annual report payments of at least 100,000 euros made to
interest in an Extractive Company.
governments in the countries in which they operate.
— Payments for Infrastructure Improvements: payments for local
The consolidated report of TOTAL is presented below pursuant to
development, including the improvement of infrastructure, not
the aforementioned provisions. This report covers the aforementioned
directly necessary for the conduct of extractive activities but
payments made by the Group’s Extractive Companies as defined
mandatory pursuant to the terms of a production sharing contract
below, for the benefit of each government of states or territories in
or to the terms of a law relating to oil and gas activities.
which TOTAL carries out its activities, by detailing the total amount of
payments made, the total amount by payment type, the total amount — Production entitlement: host Government’s share of production.
by project and the total amount by payment type for each project. This payment is generally made in kind.
When payments were made in kind, valuated hydrocarbons’ volumes
Government: any national, regional or local authority of a country or
are specified.
territory, or any department, agency or undertaking controlled by that
This report has been approved by the Board of Directors of authority.
TOTAL S.A.
Project: operational activities governed by a single contract, license,
lease, concession or similar legal agreement and that form the basis
Definitions
for payment liabilities with a Government. If multiple such agreements
The meaning of certain terms used in this report are set forth below. are substantially interconnected, they shall be considered as a single
Project. Payments (such as company income tax when it concerns
Extractive Companies: TOTAL S.A. and any company of
several projects which cannot be separated in application of the
undertaking of which the activities consist, in whole or in part, of
fiscal regulations) unable to be attributed to a Project are disclosed
exploration, prospection, discovery, development and extraction of
under the item “non-attributable”.
minerals, crude oil and natural gas, among others, fully consolidated
by TOTAL S.A.
Reporting principles
Payment: a single payment of multiple interconnected payments of
This report sets forth all payments as booked in the Extractive
an amount equal to, or in excess of, 100,000 euros (or its equivalent)
Companies’ accounts. They are presented based on the Group share
paid, whether in money or in kind, for extractive activities.
in each Project, whether the payments have been made directly by
Payment types included in this report are the following: the Group Extractive Companies as operator or indirectly through
third-party operating companies.
— Taxes: taxes and levies paid on income, production or profits,
excluding taxes levied on consumption such as added value Production entitlement and Royalties that are mandatorily paid in
taxes, customs duties, personal income taxes and sales taxes. kind and that are owed to host Governments pursuant to legal or
contractual provisions (not booked in the Extractive Companies’
— Royalties: percentage of production payable to the owner of
accounts pursuant to accounting standards) are reported in
mineral rights.
proportion of the interest held by the Extractive Company in the
— License Fees: annual license fees, surface or rental fees, and Project as of the date on which such Production entitlements and
other consideration for licenses and /or concessions that are Royalties are deemed to be acquired.
paid for access to the area where the extractive activities will be
Payments in kind are estimated at fair value.
conducted.
Fair value corresponds to the contractual price of hydrocarbons used
— License bonus: bonuses paid for and in consideration of
to calculate Production entitlement, market price (if available) or an
signature, discovery, production, awards, grants and transfers of
appropriate benchmark price. These prices might be calculated on
extraction rights; bonuses related to the achievement or failure
an averaged basis over a given period.

(1) Article L. 225-102-3 of the French Commercial Code transposes certain provisions set out in Directive 2013/34/UE of the European Parliament and of the Council of June 26, 2013
(chapter 10).

380 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
9.3.1 Reporting by country and type of Payment
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

EUROPE AND CENTRAL ASIA 1,063,539 - 25,154 799 - 10,442 100,560 1,200,494
Bulgaria - - 169 - - - - 169
Denmark 265,034 - 5,098 - - - - 270,132
Greece - - 258 295 - - - 553
Italy 59 - 336 - - 36 - 431
Kazakhstan 41,081 - - 504 - 10,406 52,838 104,829
Netherlands (37,600) (a) - 1,271 - - - - (36,329)
Norway 567,885 - 7,567 - - - - 575,452
Russia 20,382 - 74 - - - 47,722 68,178
United Kingdom 206,698 - 10,381 - - - - 217,079
AFRICA 3,139,947 - 56,002 152,318 6,188 66,343 2,274,817 5,695,615
Angola 840,918 - 12,521 151,794 - - 2,159,257 3,164,490
Côte d’Ivoire - - 1,590 - - - - 1,590
Democratic Republic of the Congo - - 900 - - 340 - 1,240
Gabon 224,365 - 6,008 425 6,188 21,749 - 258,735
Kenya - - 403 - - 108 - 511
Mauritania - - 2,987 - - - - 2,987
Mozambique - - 2,184 - - - - 2,184
Namibia - - 105 - - - - 105
Nigeria 1,372,888 - 3,523 - - 44,146 111,132 1,531,689
Republic of the Congo 701,776 - 26,400 99 - - 4,428 732,703
Senegal - - 2,396 - - - - 2,396
South Africa - - 274 - - - - 274
Uganda - - (3,289) (b) - - - - (3,289)
MIDDLE EAST AND NORTH AFRICA 7,419,799 - 10,910 1,454,184 - - 2,519,968 11,404,861
Algeria 477,968 - 311 3,059 - - 186,293 667,631
Cyprus - - 541 - - - - 541
Iraq 14,033 - - 1,125 - - - 15,158
Libya 682,510 - - - - - 1,561,280 2,243,790
Oman 324,832 - - - - - 21,766 346,598
Qatar 146,148 - - - - - 750,629 896,777
United Arab Emirates 5,774,308 - 10,058 1,450,000 - - - 7,234,366
AMERICAS 465,204 99,622 45,080 1,975,597 - 582 51,251 2,637,336
Argentina 162,061 - 6,244 2,156 - - - 170,461
Bolivia 214,704 - 1,156 2,018 - 582 32,509 250,969
Brazil 57,412 - 738 1,950,516 - - 18,742 2,027,408
Canada (325) (c) 39,340 24,185 - - - - 63,200
Colombia 5,810 1,387 - - - - - 7,197
France (French Guiana) 3,634 - - - - - - 3,634
Mexico 11,331 - 8,453 - - - - 19,784
United States 10,577 58,895 4,304 20,907 - - - 94,683
ASIA PACIFIC 435,352 - 11,525 52,645 - - 197,317 696,839
Australia 8,340 - - - - - - 8,340
Brunei 32,525 - 10,969 - - - 4,844 48,338
Cambodia - - 190 - - - - 190
9
China 12,293 - - - - - 24,067 36,360
Indonesia 85,939 - - - - - 20,197 106,136
Myanmar 30,951 - - 1,500 - - 148,209 180,660
Papua New Guinea - - 366 - - - - 366
Thailand 265,304 - - 51,145 - - - 316,449
TOTAL 12,523,841 99,622 148,671 3,635,543 6,188 77,367 5,143,913 21,635,145

(a) Includes the refund of taxes due to carry back of losses of 2017.
(b) Includes the refund of stamp duties.
(c) Corresponds to the reimbursement of Alberta Research & Development Tax Credit.

Registration Document 2018 TOTAL 381


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

9.3.2 Reporting of Payments by Project and by type of Payment,


and by Government and by type of Payment
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

ALGERIA
Payments per Project
Tin Fouyé Tabankort 62,806 (a) - - - - - 186,293 (b) 249,099
Timimoun 3,338 - - 3,059 - - - 6,397
Groupement Berkine 331,342 (c) - - - - - - 331,342
Tin Fouyé Tabankort II 13,754 - 311 - - - - 14,065
Organisation Orhoud 66,728 (d) - - - - - - 66,728
TOTAL 477,968 - 311 3,059 - - 186,293 667,631
Payments per Government
Direction Générale des Impôts,
Direction des Grandes Entreprises
c/o Sonatrach 460,876 (e) - - - - - - 460,876
Direction Générale des Impôts,
Direction des Grandes Entreprises 7,552 - 311 - - - - 7,863
Agence Nationale pour Valorisation des
Ressources en Hydrocarbures (ALNAFT) 9,540 - - - - - - 9,540
Sonatrach - - - 3,059 - - 186,293 (f) 189,352
TOTAL 477,968 - 311 3,059 - - 186,293 667,631

(a) Corresponds to the valuation of 2,107 kboe at fiscal selling prices for taxes of different natures.
(b) Corresponds to the valuation of 6,357 kboe at fiscal selling prices for production entitlements.
(c) Corresponds to the valuation of 4,849 kboe at fiscal selling prices for taxes of different natures.
(d) Corresponds to the valuation of 930 kboe at fiscal selling prices for taxes of different natures.
(e) Corresponds to the valuation of 7,886 kboe at fiscal selling prices for taxes of different natures.
(f) Corresponds to the valuation of 6,357 kboe at fiscal selling prices for production entitlements.

ANGOLA
Payments per Project
Block 17 596,550 - 9,440 - - - 2,066,516 (a) 2,672,506
Block 0 200,190 - 1,314 1,695 - - - 203,199
Block 14 20,932 - 665 - - - 74,616 (b) 96,213
Block 14k 6,817 - 195 99 - - 4,428 (c) 11,539
Block 16 - - 197 - - - - 197
Block 48 - - 50 150,000 - - - 150,050
Block 32 16,393 - 366 - - - 13,697 (d) 30,456
Block 17/06 9 - 115 - - - - 124
Block 25 25 - 86 - - - - 111
Block 40 2 - 93 - - - - 95
TOTAL 840,918 - 12,521 151,794 - - 2,159,257 3,164,490
Payments per Government
Caixa do Tesouro Nacional 840,918 - 543 - - - - 841,461
Ministério dos Petróleos - - 11,978 99 - - - 12,077
Sonangol, E.P. - - - 151,695 - - 2,159,257 (e) 2,310,952
TOTAL 840,918 - 12,521 151,794 - - 2,159,257 3,164,490

(a) Corresponds to the valuation of 29,465 kboe at the weighted average fiscal price of the year.
(b) Corresponds to the valuation of 1,057 kboe at the weighted average fiscal price of the year.
(c) Corresponds to the valuation of 62 kboe at the weighted average fiscal price of the year.
(d) Corresponds to the valuation of 199 kboe at the weighted average fiscal price of the year.
(e) Corresponds to the valuation of 30,783 kboe at the weighted average fiscal price of the year.

382 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

ARGENTINA
Payments per Project
Neuquen 32,619 - 220 1,036 - - - 33,875
Tierra del Fuego 57,780 - 5,251 1,120 - - - 64,151
Santa Cruz - - 773 - - - - 773
Non-attributable 71,662 - - - - - - 71,662
TOTAL 162,061 - 6,244 2,156 - - - 170,461
Payments per Government
Administracion Federal de Ingresos Publicos 71,662 - - - - - - 71,662
Secretaria de Energia, Republica Argentina 32,849 - 545 - - - - 33,394
Provincia del Neuquen 32,619 - 220 1,036 - - - 33,875
Provincia de Tierra del Fuego 24,931 - 4,969 1,120 - - - 31,020
Provincia de Santa Cruz - - 510 - - - - 510
TOTAL 162,061 - 6,244 2,156 - - - 170,461

AUSTRALIA
Payments per Project
GLNG 8,340 - - - - - - 8,340
TOTAL 8,340 - - - - - - 8,340
Payments per Government
Queensland Government,
Office of State Revenue 8,340 - - - - - - 8,340
TOTAL 8,340 - - - - - - 8,340

BOLIVIA
Payments per Project
Ipati 104,424 - 219 - - 462 - 105,105
Azero - - 590 - - 120 - 710
Aquio 33,109 - 137 - - - - 33,246
Itau 9,427 - 119 - - - - 9,546
San Alberto 13,891 - 31 1,425 - - 4,053 (a) 19,400
San Antonio 53,853 - 60 593 - - 28,456 (b) 82,962
TOTAL 214,704 - 1,156 2,018 - 582 32,509 250,969
Payments per Government
Yacimientos Petroliferos
Fiscales Bolivianos (YPFB) - - 1,156 2,018 - - 32,509 (c) 35,683
Servicio de Impuestos
Nacionales (SIN) c/o YPFB 137,410 - - - - - - 137,410
Departamentos c/o YPFB 77,294 - - - - - - 77,294
Fundesoc c/o
Indigeneous Communities - - - - - 582 - 582
TOTAL 214,704 - 1,156 2,018 - 582 32,509 250,969

(a) Corresponds to the valuation of 219 kboe for production entitlements at a fixed regulated price for condensates and on a net-back regulated price for gas.
(b) Corresponds to the valuation of 1,373 kboe for production entitlements at a fixed regulated price for condensates and on a net-back regulated price for gas.
(c) Corresponds to the valuation of 1,592 kboe for production entitlements at a fixed regulated price for condensates and on a net-back regulated price for gas.

Registration Document 2018 TOTAL 383


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

License License Infrastructure Production Total of


(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

BRAZIL
Payments per Project
Foz de Amazonas - - 37 - - - - 37
Ceara (CE-M-661) - - 86 - - - - 86
Xerelete (BC-2) - - 34 - - - - 34
Barreirinhas - - 49 - - - - 49
Espirito Santo - - 33 - - - - 33
Pelotas - - 48 - - - - 48
Lapa/Iara - - - 1,950,516 - - - 1,950,516
Lapa 27,375 - 131 - - - - 27,506
Iara 4,209 - - - - - - 4,209
Sul do Gato do Mato - - 60 - - - - 60
Libra 19,748 - - - - - 18,742 (a) 38,490
Non-attributable 6,080 - 260 - - - - 6,340
TOTAL 57,412 - 738 1,950,516 - - 18,742 2,027,408
Payments per Government
Agencia National de Petroleo,
Gas Natural e Biocombustiveis - - 607 - - - - 607
Pré-sal Petróleo (PPSA) - - - - - - 18,742 (a) 18,742
Instituto Brasileiro do Meio Ambiente e dos
Recursos Naturais Renovaveis (IBAMA) - - 131 - - - - 131
Receita Federal 57,412 - - - - - - 57,412
Petrobras (b) - - - 1,950,516 - - - 1,950,516
TOTAL 57,412 - 738 1,950,516 - - 18,742 2,027,408

(a) Corresponds to the valuation of 272 kboe at the fiscal reference price determined by ANP (Agencia National de Petroleo) for production entitlements.
(b) Petrobras, majority controlled by the Brazilian State as of December 31, 2018.

BRUNEI
Payments per Project
Block B 18,025 - 5 - - - - 18,030
Block CA1 14,500 - 10,964 - - - 4,844 30,308
TOTAL 32,525 - 10,969 - - - 4,844 48,338
Payments per Government
Brunei Government 18,025 - 3,483 - - - - 21,508
Brunei National Petroleum Company Sdn Bhd 14,500 - 7,486 - - - 4,844 26,830
TOTAL 32,525 - 10,969 - - - 4,844 48,338

BULGARIA
Payments per Project
Khan Asparuh - - 169 - - - - 169
TOTAL - - 169 - - - - 169
Payments per Government
Ministry of Energy of Bulgaria - - 169 - - - - 169
TOTAL - - 169 - - - - 169

CAMBODIA
Payments per Project
OCA – zone 3 - - 190 - - - - 190
TOTAL - - 190 - - - - 190
Payments per Government
Ministry of Mines and Energy - - 190 - - - - 190
TOTAL - - 190 - - - - 190

384 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

CANADA
Payments per Project
Joslyn - - 376 - - - - 376
Surmont (325) (a) 26,655 17,168 - - - - 43,498
Northern Lights - - 67 - - - - 67
Fort Hills - 12,685 6,556 - - - - 19,241
Other oil sands projects - - 6 - - - - 6
Deer Creek - - 12 - - - - 12
TOTAL (325) 39,340 24,185 - - - - 63,200
Payments per Government
Province of Alberta (325) (a) 39,340 2,103 - - - - 41,118
Municipality of Wood Buffalo (Alberta) - - 21,696 - - - - 21,696
Fort McKay First Nations (FMFN) - - 386 - - - - 386
TOTAL (325) 39,340 24,185 - - - - 63,200

(a) Reimbursement of Alberta Research & Development Tax Credit.

CHINA
Payments per Project
Sulige 12,293 (a) - - - - - 24,067 (b) 36,360
TOTAL 12,293 - - - - - 24,067 36,360
Payments per Government
China National Petroleum Company 12,293 (a) - - - - - 24,067 (b) 36,360
TOTAL 12,293 - - - - - 24,067 36,360

(a) Includes the valuation for 11,233 k$ of 374 kboe for taxes of different natures.
(b) Corresponds to the valuation of 800 kboe for production entitlements.

COLOMBIA
Payments per Project
Niscota 5,810 1,387 (a) - - - - - 7,197
TOTAL 5,810 1,387 - - - - - 7,197
Payments per Government
Dirección de Impuestos y aduanas Nacionales 727 - - - - - - 727
Agencia Nacional de Hidrocarburos 5,083 1,387 (a) - - - - - 6,470
TOTAL 5,810 1,387 - - - - - 7,197

(a) Includes the valuation for 1,325 k$ of 23 kboe as royalties, based on the crude oil average selling price.

CÔTE D’IVOIRE
Payments per Project
CI-100 - - 829 - - - - 829
CI-605 - - 761 - - - - 761
TOTAL - - 1,590 - - - - 1,590
Payments per Government
République de Côte d’Ivoire,
Direction Générale des Hydrocarbures - - 1,590 - - - - 1,590
TOTAL - - 1,590 - - - - 1,590
9
CYPRUS
Payments per Project
Block 7 - - 6 - - - - 6
Block 11 - - 277 - - - - 277
Block 6 - - 258 - - - - 258
TOTAL - - 541 - - - - 541
Payments per Government
Ministry of Energy, Commerce,
Industry and Tourism - - 541 - - - - 541
TOTAL - - 541 - - - - 541

Registration Document 2018 TOTAL 385


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

License License Infrastructure Production Total of


(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

DEMOCRATIC REPUBLIC OF THE CONGO


Payments per Project
Block 3 - - 900 - - 340 - 1,240
TOTAL - - 900 - - 340 - 1,240
Payments per Government
Ministère des Hydrocarbures - - 750 - - 340 - 1,090
Ministère de l’Environnement - - 150 - - - - 150
TOTAL - - 900 - - 340 - 1,240

DENMARK
Payments per Project
Sole Concession Area 265,034 - 5,098 - - - - 270,132
TOTAL 265,034 - 5,098 - - - - 270,132
Payments per Government
Arbejdstilsynet - - 170 - - - - 170
Energistyrelsen - - 224 - - - - 224
Dansk Teknisk Universitet - - 4,704 - - - - 4,704
Skat 265,034 - - - - - - 265,034
TOTAL 265,034 - 5,098 - - - - 270,132

FRANCE (FRENCH GUIANA)


Payments per Project
Guyane Maritime 3,634 - - - - - - 3,634
TOTAL 3,634 - - - - - - 3,634
Payments per Government
Trésor Public 3,634 - - - - - - 3,634
TOTAL 3,634 - - - - - - 3,634

386 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

GABON
Payments per Project
Concessions (périmètre
Convention d’Etablissement) 20,009 - 4,024 - - 19,338 (a) - 43,371
Concession Anguille 45,976 - - - - - - 45,976
Concession Grondin 32,335 - - - - - - 32,335
Concession Torpille 40,925 - - - - - - 40,925
Atora CEPP 2 - - - - - - 2
Coucal CEPP 1 - - - - - - 1
Avocette CEPP 8 - - - - - 8
Baudroie-Mérou CEPP 51,363 (b) - 1,037 - - 1,877 (a) - 54,277
Hylia II CEPP 3,984 (c) - 372 - - - - 4,356
Diaba CEPP - - 387 425 - - - 812
Rabi CEPP 29,762 (d) - 188 - - 534 (a) - 30,484
Non-attributable - - - - 6,188 - - 6,188
TOTAL 224,365 - 6,008 425 6,188 21,749 - 258,735
Payments per Government
Trésor Public Gabonais 159,941 - 1,406 - - - - 161,347
Direction Générale des Hydrocarbures - - 2,754 425 - - - 3,179
République du Gabon 64,424 (e) - - - 6,188 12,180 - 82,792
Direction Générale des Impôts - - 607 - - - - 607
Ville de Port-Gentil - - 1,241 - - 6,803 - 8,044
Miscellaneous PID beneficiaries - - - - - 666 - 666
Miscellaneous PIH beneficiaries - - - - - 2,100 - 2,100
TOTAL 224,365 - 6,008 425 6,188 21,749 - 258,735

(a) Financing of projects (infrastructure, education, health) under joint control of the State and Total within the framework of the Provision pour Investissements Diversifiés (contribution to
diversified investments) and of the Provision pour Investissements dans les Hydrocarbures (contribution to investments in hydrocarbons).
(b) Includes the valuation for 40,802 k$ of 599 kboe at the official selling price and applying the fiscal terms of the profit sharing agreements.
(c) Includes the valuation for 1,916 k$ of 29 kboe at the official selling price and applying the fiscal terms of the profit sharing agreements.
(d) Includes the valuation for 21,706 k$ of 300 kboe at the official selling price and applying the fiscal terms of the profit sharing agreements.
(e) Corresponds to the valuation of 928 kboe at the official selling price and applying the fiscal terms of the profit sharing agreements.

GREECE
Payments per Project
Block 2 - - 258 295 - - - 553
TOTAL - - 258 295 - - - 553
Payments per Government
Hellenic Hydrocarbon Resources Management - - 258 295 - - - 553
TOTAL - - 258 295 - - - 553

INDONESIA
Payments per Project
Mahakam PSC 74,001 - - - - - 15,815 (a)(b) 89,816
Tengah PSC 5,708 - - - - - 2,068 (c) 7,776
Sebuku PSC 6,230 - - - - - 2,314 (d) 8,544
TOTAL 85,939 - - - - - 20,197 106,136
Payments per Government
Directorate General of Taxation, 9
Ministry of Finance 85,939 - - - - - - 85,939
Satuan Khusus Kegiatan Usaha
Hulu Minyak dan Gas Bumi (SKK Migas) - - - - - - 20,197 (e) 20,197
TOTAL 85,939 - - - - - 20,197 106,136

(a) Disclosed production entitlements correspond to adjustments of 2017 operations done in 2018. Government Production entitlement for export LNG is valued on a net-back price basis
(revenues less costs, such as liquefaction and transportation costs). Production entitlement includes volume of oil taken by the Government to meet domestic obligation. The fees
received from the Government are deducted from the valuation of these volumes.
(b) Includes the valuation at net-back price for 15,799 k$ of 613 kboe for production entitlements, partly dedicated to domestic delivery obligations. The indemnity of the government is
deducted from the valuation of these volumes.
(c) Includes the valuation at net-back price for 2,331 k$ of 47 kboe for production entitlements, partly dedicated to domestic delivery obligations. The indemnity of the government is
deducted from the valuation of these volumes.
(d) Corresponds to the valuation at net-back price of 63 kboe for production entitlements.
(e) Includes the valuation at net-back price for 20,445 k$ of 723 kboe for production entitlements, partly dedicated to domestic delivery obligations. The indemnity of the government is
deducted from the valuation of these volumes.

Registration Document 2018 TOTAL 387


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

License License Infrastructure Production Total of


(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

IRAQ
Payments per Project
Halfaya 6,697 - - - - - - 6,697
Sarsang 7,336 (a) - - 1,125 - - - 8,461
TOTAL 14,033 - - 1,125 - - - 15,158
Payments per Government
Ministry of Natural Resources,
Erbil, Kurdistan region of Iraq 7,336 (a) - - 1,125 - - - 8,461
Ministry of Finance,
General Commission of Taxation 6,697 - - - - - - 6,697
TOTAL 14,033 - - 1,125 - - - 15,158

(a) Corresponds to the valuation of 112 kboe based on market prices for taxes of different natures.

ITALY
Payments per Project
Gorgoglione Unified License 59 - 336 - - 36 - 431
TOTAL 59 - 336 - - 36 - 431
Payments per Government
Regione Basilicata - - 309 - - - - 309
Comune Corleto Perticara 59 - 27 - - 36 - 122
TOTAL 59 - 336 - - 36 - 431

KAZAKHSTAN
Payments per Project
Kashagan 41,081 - - 504 - 10,406 22,275 (a) 74,266
Dunga - - - - - - 30,563 30,563
TOTAL 41,081 - - 504 - 10,406 52,838 104,829
Payments per Government
Atyrau and Mangistau regions c/o
North Caspian Operating Company b.v. - - - - - 318 - 318
Atyrau region c/o North
Caspian Operating Company b.v. - - - - - 6,770 - 6,770
Mangistau region c/o North
Caspian Operating Company b.v. - - - - - 3,318 - 3,318
Ministry of Finance 41,081 - - 504 - - 30,563 72,148
Ministry of Energy - - - - - - 22,275 (a) 22,275
TOTAL 41,081 - - 504 - 10,406 52,838 104,829

(a) Corresponds to the valuation of 426 kboe at average net-back prices for production entitlements.

KENYA
Payments per Project
10BA - - 77 - - - - 77
10BB - - 148 - - - - 148
13T - - 21 - - - - 21
L11A - - 53 - - 36 - 89
L11B - - 52 - - 36 - 88
L12 - - 52 - - 36 - 88
TOTAL - - 403 - - 108 - 511
Payments per Government
Kenya Ministry of Energy - - 403 - - - - 403
National Oil Corporation of Kenya - - - - - 108 - 108
TOTAL - - 403 - - 108 - 511

388 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

LIBYA
Payments per Project
Areas 15, 16 & 32 (Al Jurf) 192,468 (a) - - - - - 248,613 (b) 441,081
Areas 129 & 130 323,464 (c) - - - - - 948,065 (d) 1,271,529
Waha 66,147 - - - - - - 66,147
Areas 130 & 131 100,431 (e) - - - - - 364,602 (f) 465,033
TOTAL 682,510 - - - - - 1,561,280 2,243,790
Payments per Government
National Oil Corporation 66,147 - - - - - 1,561,280 (g) 1,627,427
Ministry of Finance c/o
National Oil Corporation 616,363 (h) - - - - - - 616,363
TOTAL 682,510 - - - - - 1,561,280 2,243,790

(a) Corresponds to the valuation of 2,767 kboe at official selling prices and applying the fiscal terms of the profit sharing agreements.
(b) Corresponds to the valuation of 3,574 kboe at official selling prices and applying the profit sharing agreements.
(c) Corresponds to the valuation of 4,525 kboe at official selling prices and applying the fiscal terms of the profit sharing agreements.
(d) Corresponds to the valuation of 13,263 kboe at official selling prices and applying the profit sharing agreements.
(e) Corresponds to the valuation of 1,404 kboe at official selling prices and applying the fiscal terms of the profit sharing agreements.
(f) Corresponds to the valuation of 5,097 kboe at official selling prices and applying the profit sharing agreements.
(g) Corresponds to the valuation of 21,934 kboe at official selling prices and applying the profit sharing agreements.
(h) Corresponds to the valuation of 8,696 kboe at official selling prices and applying the fiscal terms of the profit sharing agreements.

MAURITANIA
Payments per Project
Block C9 - - 170 - - - - 170
Block C7 - - 1,529 - - - - 1,529
Block C18 - - 1,288 - - - - 1,288
TOTAL - - 2,987 - - - - 2,987
Payments per Government
Trésor Public de Mauritanie - - 887 - - - - 887
SMHPM (Société Mauritanienne
des Hydrocarbures et du Patrimoine Minier) - - 900 - - - - 900
Commission Environnementale - - 1,200 - - - - 1,200
TOTAL - - 2,987 - - - - 2,987

MEXICO
Payments per Project
Perdido Block 2 3,121 - 2,393 - - - - 5,514
Block 15 1,019 - 781 - - - - 1,800
Salina 1 2,492 - 1,755 - - - - 4,247
Salina 3 3,445 - 2,656 - - - - 6,101
G-CS-02 (B32) 553 - 364 - - - - 917
AS-CS-06 (B33) 313 - 240 - - - - 553
G-CS-03 (B34) 388 - 264 - - - - 652
TOTAL 11,331 - 8,453 - - - - 19,784
Payments per Government
Servicio de Administracion Tributaria 11,331 - - - - - - 11,331
Fondo Mexicano del Petroleo - - 8,453 - - - - 8,453
TOTAL 11,331 - 8,453 - - - - 19,784
9
MOZAMBIQUE
Payments per Project
Rovuma Basin Area 3 & 6 - - 2,184 - - - - 2,184
TOTAL - - 2,184 - - - - 2,184
Payments per Government
Instituto Nacional de Petroleo - - 2,184 - - - - 2,184
TOTAL - - 2,184 - - - - 2,184

Registration Document 2018 TOTAL 389


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

License License Infrastructure Production Total of


(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

MYANMAR
Payments per Project
Blocks M5 and M6 30,951 - - - - - 148,209 (a) 179,160
Block MD4 - - - 500 - - - 500
Block MD7 - - - 1,000 - - - 1,000
TOTAL 30,951 - - 1,500 - - 148,209 180,660
Payments per Government
Myanmar Ministry of Finance 30,951 - - - - - - 30,951
Myanmar Oil and Gas Enterprise - - - 1,500 - - 148,209 (a) 149,709
TOTAL 30,951 - - 1,500 - - 148,209 180,660

(a) Includes the valuation at a net-back price for 78,299 k$ of 2,693 kboe for production entitlements dedicated to domestic delivery obligations.

NAMIBIA
Payments per Government
Block 2912 - - 105 - - - - 105
TOTAL - - 105 - - - - 105
Payments per Government
Ministry of Mines & Energy - - 105 - - - - 105
TOTAL - - 105 - - - - 105

NETHERLANDS
Payments per Project
Offshore Blocks - - 1,271 - - - - 1,271
Non-attributable (37,600) (a) - - - - - - (37,600)
TOTAL (37,600) - 1,271 - - - - (36,329)
Payments per Government
Belastingdienst Nederland (37,600) (a) - 1,271 - - - - (36,329)
TOTAL (37,600) - 1,271 - - - - (36,329)

(a) Includes the refund of taxes due to carry back of losses of 2017.

390 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

NIGERIA
Payments per Project
Joint ventures with NNPC,
operated – Non-attributable - - 2,834 - - 13,947 - 16,781
Joint ventures with NNPC,
non operated – Non-attributable 106,468 - 326 - - 8,940 - 115,734
OML 58 (joint venture with NNPC, operated) 45,705 - - - - - - 45,705
OML 99 Amenam-Kpono
(joint venture with NNPC, operated) 48,288 - - - - - - 48,288
OML 100 (joint venture with NNPC, operated) 33,368 - - - - - - 33,368
OML 102 (joint venture with NNPC, operated) 308,416 - - - - - - 308,416
OML 102 Ekanga
(joint venture with NNPC, non operated) (726) (a) - - - - - - (726)
OML 130 723 - 360 - - - - 1,083
OML 130 PSA (Akpo & Egina) 4,627 - - - - 16,129 - 20,756
OML 118 (Bonga) 103,666 (b) - - - - 4,370 94,900 (c) 202,936
OML 138 (Usan) 35,423 (d) - 3 - - 760 16,232 (e) 52,418
Non-attributable 686,930 (f) - - - - - - 686,930
TOTAL 1,372,888 - 3,523 - - 44,146 111,132 1,531,689
Payments per Government
Federal Inland Revenue Service 699,629 - - - - - - 699,629
Department of Petroleum Resources,
Federal Government of Nigeria 542,242 - 1,308 - - - - 543,550
Niger Delta Development Commission - - - - - 44,146 - 44,146
Nigerian Maritime Administration & Safety
Agency, Federal Government of Nigeria - - 2,212 - - - - 2,212
Nigerian National Petroleum Corporation - - - - - 111,132 (g) 111,132
Federal Inland Revenue Service c/o
Nigerian National Petroleum Corporation 94,566 (h) - - - - - - 94,566
Department of Petroleum Resources c/o
Nigerian National Petroleum Corporation 36,451 (i) - 3 - - - - 36,454
TOTAL 1,372,888 - 3,523 - - 44,146 111,132 1,531,689

(a) Refund resulting from adjustment in final prices applicable to the year 2013.
(b) Includes the valuation for 99,784 k$ of 1,405 kboe at average entitlement price and applying the fiscal terms of the profit sharing agreements.
(c) Corresponds to the valuation for 1,302 kboe at average entitlement price and applying the terms of the profit sharing agreements.
(d) Includes the valuation for 31,233 k$ of 443 kboe at average entitlement price and applying the fiscal terms of the profit sharing agreements.
(e) Corresponds to the valuation for 226 kboe at average entitlement price and applying the terms of the profit sharing agreements.
(f) This amount includes the tax implications of the provisions of the Modified Carry Agreement (MCA). Under the MCA, Total E&P Nigeria is entitled to recover 85% of the Carry Capital Cost
through claims of capital allowance, described in the MCA as “Carry Tax Relief”. The balance of 15% is to be recovered from NNPC’s share of crude oil produced.
(g) Corresponds to the valuation for 1,528 kboe at average entitlement price and applying the terms of the profit sharing agreements.
(h) Corresponds to the valuation for 1,332 kboe at average entitlement price and applying the fiscal terms of the profit sharing agreements.
(i) Corresponds to the valuation for 516 kboe at average entitlement price and applying the fiscal terms of the profit sharing agreements.

NORWAY
Payments per Project
Martin Linge PL043 - - (243) (a) - - - - (243)
Åsgard area - - 2,773 - - - - 2,773
Ekofisk area - - 2,927 - - - - 2,927
Heimdal area - - 311 - - - - 311
Oseberg area - - 1,038 - - - - 1,038
Snøhvit area - - 472 - - - - 472
Troll area - - 233 - - - - 233
9
Johan Sverdrup - - 56 - - - - 56
Non-attributable 567,885 - - - - - - 567,885
TOTAL 567,885 - 7,567 - - - - 575,452
Payments per Government
Norwegian Tax Administration 567,885 - - - - - - 567,885
Norwegian Petroleum Directorate - - 7,567 - - - - 7,567
TOTAL 567,885 - 7,567 - - - - 575,452

(a) Reimbursment of area fees received prior to disposal of the asset.

Registration Document 2018 TOTAL 391


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

License License Infrastructure Production Total of


(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

OMAN
Payments per Project
Block 6 320,479 - - - - - - 320,479
Block 53 4,353 (a) - - - - - 21,766 (b) 26,119
TOTAL 324,832 - - - - - 21,766 346,598
Payments per Government
Oman Ministry of Oil and Gas - - - - - - 21,766 (b) 21,766
Oman Ministry of Finance 324,832 (c) - - - - - - 324,832
TOTAL 324,832 - - - - - 21,766 346,598

(a) Corresponds to the valuation for 66 kboe at the weighted average selling price and applying the fiscal terms of the profit sharing agreements.
(b) Corresponds to the valuation for 331 kboe at the weighted average selling price and applying the profit sharing agreements.
(c) Includes the valuation for 4,353 k$ of 66 kboe at the weighted average selling price and applying the fiscal terms of the profit sharing agreements.

PAPUA NEW GUINEA


Payments per Project
PRL-15 - - 249 - - - - 249
PPL-576 - - 117 - - - - 117
TOTAL - - 366 - - - - 366
Payments per Government
Conservation & Environment
Protection Authority - - 366 - - - - 366
TOTAL - - 366 - - - - 366

QATAR
Payments per Project
Al Khalij 21,381 - - - - - - 21,381
Qatargas 1 49,349 (a) - - - - - 60,004 (b) 109,353
Dolphin 75,418 (c) - - - - - 690,625 (d) 766,043
TOTAL 146,148 - - - - - 750,629 896,777
Payments per Government
Qatar Petroleum - - - - - - 750,629 (e) 750,629
Qatar Ministry of Finance 146,148 (f) - - - - - - 146,148
TOTAL 146,148 - - - - - 750,629 896,777

(a) Corresponds to the valuation of 685 kboe based on the average price of production entitlements and as per the fiscal terms of the profit sharing agreements.
(b) Corresponds to the valuation of 829 kboe based on the average price of production entitlements.
(c) Corresponds to the valuation of 3,325 kboe based on the average price of production entitlements and as per the fiscal terms of the profit sharing agreements.
(d) Corresponds to the valuation of 30,542 kboe based on the average price of production entitlements.
(e) Corresponds to the valuation of 31,371 kboe based on the average price of production entitlements.
(f) Includes the valuation for 124,767 k$ of 4,010 kboe based on the average price of the production entitlements and as per the fiscal terms of the profit sharing agreements.

392 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

REPUBLIC OF THE CONGO


Payments per Project
CPP Haute Mer – Zone A 63,201 (a) - 2,238 - - - - 65,439
CPP Haute Mer – Zone B 13,030 (b) - 240 - - - - 13,270
CPP Haute Mer – Zone D 400,183 (c) - 20,881 - - - - 421,064
CPP Pointe Noire Grands Fonds (PNGF) 62,864 (d) - 1,549 - - - - 64,413
Kombi, Likalala & Libondo 126,272 (e) - 142 - - - - 126,414
Lianzi 6,817 - 195 99 - - 4,428 (f) 11,539
Madingo 29,409 (g) - 1,155 - - - - 30,564
TOTAL 701,776 - 26,400 99 - - 4,428 732,703
Payments per Government
Ministère des hydrocarbures 657,786 (h) - - - - - - 657,786
Trésor Public 37,173 - 26,362 99 - - - 63,634
Société Nationale des Pétroles Congolais 6,817 - 38 - - - 4,428 (f) 11,283
TOTAL 701,776 - 26,400 99 - - 4,428 732,703

(a) Includes the valuation for 29,483 k$ of 414 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(b) Includes the valuation for 9,575 k$ of 133 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(c) Corresponds to the valuation of 5,807 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(d) Corresponds to the valuation of 906 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(e) Corresponds to the valuation of 1,826 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(f) Corresponds to the valuation of 62 kboe at official fiscal prices and applying the profit sharing agreements.
(g) Corresponds to the valuation of 430 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(h) Corresponds to the valuation of 9,516 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.

RUSSIA
Payments per Project
Kharyaga 20,382 - 74 - - - 47,722 68,178
TOTAL 20,382 - 74 - - - 47,722 68,178
Payments per Government
Nenets Tax Inspection 20,382 - 74 - - - - 20,456
Ministry of Energy - - - - - - 47,722 47,722
TOTAL 20,382 - 74 - - - 47,722 68,178

SENEGAL
Payments per Project
ROP - - 2,396 - - - - 2,396
TOTAL - - 2,396 - - - - 2,396
Payments per Government
Société des Pétroles du Sénégal - - 2,396 - - - - 2,396
TOTAL - - 2,396 - - - - 2,396

SOUTH AFRICA
Payments per Project
Blocks 11b and 12b - - 68 - - - - 68
Block South Outeniqua - - 206 - - - - 206
TOTAL - - 274 - - - - 274
Payments per Government
Petroleum Agency South Africa (PASA) - - 124 - - - - 124 9
Upstream Training Trust (UTT) - - 150 - - - - 150
TOTAL - - 274 - - - - 274

Registration Document 2018 TOTAL 393


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

License License Infrastructure Production Total of


(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

THAILAND
Payments per Project
Bongkot 265,298 - - 51,145 - - - 316,443
G12/48 6 - - - - - - 6
TOTAL 265,304 - - 51,145 - - - 316,449
Payments per Government
Revenue Department 158,598 - - - - - - 158,598
Department of Mineral Fuels,
Ministry Of Energy 106,706 - - - - - - 106,706
Ministry Of Energy - - - 51,145 - - - 51,145
TOTAL 265,304 - - 51,145 - - - 316,449

UGANDA
Payments per Project
Block EA-1 - - 90 - - - - 90
Block EA-1A - - 67 - - - - 67
Block EA-2 - - (3,631) (a) - - - - (3,631)
Block EA-3 - - 185 - - - - 185
TOTAL - - (3,289) - - - - (3,289)
Payments per Government
Ministry of Energy and Mineral Development - - 411 - - - - 411
Uganda Revenue Authority - - (3,700) (a) - - - - (3,700)
TOTAL - - (3,289) - - - - (3,289)

(a) Includes the refund of stamp duties for 3.700 k$.

UNITED ARAB EMIRATES


Payments per Project
Abu Al Bukhoosh 87,398 - - - - - - 87,398
ADNOC Gas Processing 207,629 - 2,344 - - - - 209,973
ADNOC Offshore 545,048 - - - - - - 545,048
ADNOC Onshore 3,851,477 - 5,464 - - - - 3,856,941
Umm Shaif Nasr 775,090 - 1,800 1,150,000 - - - 1,926,890
Lower Zakum 307,666 - 450 300,000 - - - 608,116
TOTAL 5,774,308 - 10,058 1,450,000 - - - 7,234,366
Payments per Government
Supreme Petroleum Council –
Government of Abu Dhabi 87,398 - - - - - - 87,398
Abu Dhabi Fiscal Authorities c/o
Abu Dhabi Marine Areas Ltd 545,048 - - - - - - 545,048
Abu Dhabi Fiscal Authorities 5,141,862 - - 1,450,000 - - - 6,591,862
Petroleum Institute - - 5,109 - - - - 5,109
Abu Dhabi National Oil Company - - 4,949 - - - - 4,949
TOTAL 5,774,308 - 10,058 1,450,000 - - - 7,234,366

394 TOTAL Registration Document 2018


SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

UNITED KINGDOM
Payments per Project
Northern North Sea - - 1,980 - - - - 1,980
Central Graben Area - - 973 - - - - 973
Markham Area - - 144 - - - - 144
Greater Laggan Area - - 4,561 - - - - 4,561
Eastern North Sea - - 2,568 - - - - 2,568
Culzean - - 3 - - - - 3
Non-attributable 206,698 - 152 - - - - 206,850
TOTAL 206,698 - 10,381 - - - - 217,079
Payments per Government
HM Revenue & Customs 206,698 - - - - - - 206,698
Crown Estate - - 152 - - - - 152
Oil and Gas Authority - - 10,229 - - - - 10,229
TOTAL 206,698 - 10,381 - - - - 217,079

Registration Document 2018 TOTAL 395


9 SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)

License License Infrastructure Production Total of


(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments

UNITED STATES
Payments per Project
Tahiti - 42,573 - - - - - 42,573
Barnett Shale 7,415 16,322 - - - - - 23,737
Utica 2,271 - - - - - - 2,271
Gulf of Mexico - - 4,304 20,907 - - - 25,211
Jack 841 - - - - - - 841
Non-attributable 50 - - - - - - 50
TOTAL 10,577 58,895 4,304 20,907 - - - 94,683
Payments per Government
Office of Natural Resources Revenue - 42,573 4,304 20,907 - - - 67,784
State of Ohio 624 - - - - - - 624
Johnson County Tax Assessor 1,716 - - - - - - 1,716
Tarrant County Tax Assessor 3,313 - - - - - - 3,313
Texas State Comptroller’s Office 2,207 - - - - - - 2,207
City of Fort Worth - 6,637 - - - - - 6,637
Dallas/Fort Worth International Airport Board - 2,145 - - - - - 2,145
City of Arlington - 1,282 - - - - - 1,282
Tarrant Regional Water District - 941 - - - - - 941
State of Texas - 511 - - - - - 511
City of North Richland Hills - 473 - - - - - 473
Fort Worth Independent School District - 448 - - - - - 448
Burleson Independent School District - 315 - - - - - 315
Arlington Independent School District - 317 - - - - - 317
Harrison County 590 - - - - - - 590
Carroll County 903 - - - - - - 903
Birdville Independent School District - 766 - - - - - 766
Tarrant County College - 550 - - - - - 550
City of Grand Prairie - 307 - - - - - 307
Kennedale Independent School District - 236 - - - - - 236
Tarrant County AAAA - 191 - - - - - 191
Grapevine-Colleyville Tax Office 179 - - - - - - 179
Louisiana Revenue Service 891 - - - - - - 891
Columbiana County 154 - - - - - - 154
City of Cleburne - 401 - - - - - 401
City of Burleson - 245 - - - - - 245
Mansfield Independent School District - 170 - - - - - 170
Crowley Independent School District - 147 - - - - - 147
City of Crowley - 139 - - - - - 139
White Settlement Independent School District - 101 - - - - - 101
TOTAL 10,577 58,895 4,304 20,907 - - - 94,683

396 TOTAL Registration Document 2018


GLOSSARY
The terms “TOTAL” and “Group” as used in this document refer to TOTAL S.A. collectively with all of its direct and indirect consolidated
companies located in or outside of France. The term “Company” as used in this document exclusively refers to TOTAL S.A., which is the
parent company of the Group.

Abbreviations Units of measurement


€: euro b = barrel (1)
$ or dollar: U.S. dollar B = billion
ADR: American depositary receipt (evidencing an ADS) boe = barrel of oil equivalent
ADS: American depositary share BTU = British thermal unit
(representing a share of a company)
cf = cubic feet
AMF: Autorité des marchés financiers
CO2e = carbon dioxide equivalent
(French Financial Markets Authority)
/d = per day
API: American Petroleum Institute
GWh = gigawatt hour
CNG: compressed natural gas
k = thousand
DACF: debt adjusted cash flow
(refer to definition of operating cash flow before working km = kilometer
capital changes w/o financial charges below)
m = meter
ERMI: European Refining Margin Indicator of the Group
m³ or cm = cubic meter (1)
(refer to definition below)
M = million
FLNG: floating liquefied natural gas
MW = megawatt
FPSO: floating production, storage and offloading
MWp = megawatt peak (direct current)
FSRU: floating storage and regasification unit
t = (Metric) ton
GHG: greenhouse gas
TWh = terawatt hour
HSE: health, safety and the environment
W = watt
IFRS: International Financial Reporting Standards
/y = per year
IPIECA: International Petroleum Industry Environmental
Conservation Association
Conversion table
LNG: liquefied natural gas
1 acre ≈ 0.405 hectares
LPG: liquefied petroleum gas
1 b = 42 U.S. gallons ≈ 159 liters
NGL: natural gas liquids
1 b/d of crude oil ≈ 50 t/y of crude oil
NGV: natural gas vehicle
1 Bm³/y (1 Bcm) ≈ 0.1 Bcf/d
OML: oil mining license
1 km ≈ 0.62 miles
ROE: return on equity
1 m³ ≈ 35.3 cf
ROACE: return on average capital employed
1 Mt of LNG ≈ 48 Bcf of gas
SEC: United States Securities and Exchange Commission
1 Mt/y of LNG ≈ 131 Mcf/d of gas
1 t of oil ≈ 7.5 b of oil (assuming a specific gravity of 37° API)
1 boe = 1 b of crude oil ≈ 5,387 cf of gas in 2018 (2)
(5,396 cf in 2017 and 5,403 cf in 2016)

(1) Liquid and gas volumes are reported at international standard metric conditions (15°C and 1 atm).
(2) 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.

Registration Document 2018 TOTAL 423


GLOSSARY

A C
acreage capacity of treatment
Areas in which mining rights are exercised. Annual crude oil treatment capacity of the atmospheric distillation
units of a refinery.
adjusted results
carbon capture, use and storage (CCUS)
Results using replacement cost, adjusted for special items, excluding
the impact of changes for fair value. Technologies designed to reduce GHG emissions by capturing
(C) CO2 and then compressing and transporting it either to use (U) it
API degree
for various industrial processes (e.g., enhanced recovery of oil or
Scale established by the API to measure oil density. A high API gas, production of chemical products), or to permanently store (S) it
degree indicates light oil from which a high yield of gasoline can be in deep geological formations.
refined.
catalysts
appraisal (delineation)
Substances that increase a chemical reaction speed. During the
Work performed after a discovery for the purpose of determining the refining process, they are used in conversion units (reformer,
boundaries or extent of an oil or gas field or assessing its reserves hydrocracker, catalytic cracker) and desulphurization units. Principal
and production potential. catalysts are precious metals (platinum) or other metals such as
nickel and cobalt.
asset retirement (site restitution)
coal bed methane
Companies may have obligations related to well-abandonment,
dismantlement of facilities, decommissioning of plants or restoration Natural gas present in coal seams.
of the environment. These obligations generally result from
cogeneration
international conventions, local regulations or contractual obligations.
Simultaneous generation of electrical and thermal energies from a
associated gas
combustible source (gas, fuel oil or coal).
Gas released during oil production.
coker (deep conversion unit)
association/consortium/joint venture:
Unit that produces light products (gas, gasoline, diesel) and coke
Terms used to generally describe a project in which two or more through the cracking of distillation residues.
entities participate. For the principles and methods of consolidation
commercial gas
applicable to different types of joint arrangements according to IFRS,
refer to Note 1 to the Consolidated Financial Statements. Gas produced by the upstream facilities and sent directly or indirectly
to the gas market.
B
concession contract
barrel
Exploration and production contract under which a host country
Unit of measurement of volume of crude oil equal to 42 U.S. gallons grants to an oil and gas company (or a consortium) the right to
or 159 liters. explore a geographic area and develop and produce potential
reserves. The oil and gas company (or consortium) undertakes the
barrel of oil equivalent (boe)
execution and financing, at its own risk, of all operations. In return, it
Conventional unit for measuring the energy released by a quantity of is entitled to the entire production.
fuel by relating it to the energy released by the combustion of a
condensate
barrel of oil.
Light hydrocarbon substances produced with natural gas that
biochemical conversion
exist – either in a gaseous phase or in solution – in the oil and gas
Conversion of carbon resources through biological transformation under the initial pressure and temperature conditions in the reservoir,
(reactions involving living organisms). Fermentation of sugar into and which are recovered in a liquid state in separators, on-site
ethanol is an example. facilities or gas treatment units.
biofuel condensate splitter
Liquid or gaseous fuel that can be used for transport and produced Unit that distillates condensates upstream of a refining or
from biomass, and meeting criteria of reducing GHG compared to petrochemical units.
the fossil reference.
consortium
biomass
Refer to the definition above of “association/consortium/joint venture”.
All organic matter from vegetal or animal sources.
conversion
bitumen
Refining operation aimed at transforming heavy products (heavy fuel
Sometimes referred to as natural bitumen, is petroleum in a solid or oil) into lighter or less viscous products (e.g., gasoline, jet fuels).
semi-solid state in natural deposits. In its natural state, it usually
cost oil/gas
contains sulfur, metals, and other non- hydrocarbons. Bitumen has a
viscosity greater than 10,000 centipoise measured at original In a production sharing contract, the portion of the oil and gas
temperature in the deposit and atmospheric pressure, on a gas free production made available to the contractor (contractor group) and
basis. contractually reserved for reimbursement of exploration, development,
operation and site restitution costs (“recoverable” costs). The
Brent
reimbursement may be capped by a contractual stop that
Quality of crude oil (38° API) produced in the North Sea, at the Brent corresponds to the maximum share of production that may be
fields. allocated to the reimbursement of costs.
brownfield project
Project concerning developed existing fields.

424 TOTAL Registration Document 2018


GLOSSARY

cracking ethane
Refining process that entails converting the molecules of large, A colorless, odorless combustible gas of the alkanes class composed
complex, heavy hydrocarbons into simpler, lighter molecules using of two carbon atoms found in natural gas and petroleum gas.
heat, pressure and, in some cases, a catalyst. A distinction is made
ethanol
between catalytic cracking and steam cracking, which uses heat
instead of a catalyst. Cracking then produces ethylene and propylene, Also commonly called ethyl alcohol or alcohol, ethanol is obtained
in particular. through the fermentation of sugar (beetroot, sugarcane) or starch
(grains). Ethanol has numerous food, chemical and energy (biofuel)
crude oil
applications.
A mixture of compounds (mainly pentanes and heavier hydrocarbons)
ethylene/propylene
that exists in a liquid phase at original reservoir temperature and
pressure and remains liquid at atmospheric pressure and ambient Petrochemical products derived from cracking naphtha and used
temperature. mainly in the production of polyethylene and polypropylene, two
plastics frequently used in packaging, the automotive industry,
D household appliances, healthcare and textiles.
Dated Brent
F
A market term representing the minimum value of physical cargoes
fair value
of Brent, Forties, Oseberg, or Ekofisk crude oil, loading between the
10th and the 25th day forward. Dated Brent prices are used, directly Fair value is the price that would be received to sell an asset or paid
and indirectly, as a benchmark for a large proportion of the crude oil to transfer a liability in a transaction under normal conditions between
that is traded internationally. market participants at the measurement date.
debottlenecking farm-in (or farm-out)
Change made to a facility to increase its production capacity. Acquisition (or sale) of all or part of a participating interest in an oil
and gas mining property by way of an assignment of rights and
desulphurization unit
obligations in the corresponding permit or license and related
Unit in which sulphur and sulphur compounds are eliminated from contracts.
mixtures of gaseous or liquid hydrocarbons.
farnesane
development
A hydrocarbon molecule containing 15 carbon atoms, which can be
Operations carried out to access the proved reserves and set up the used to produce fuel or chemical compounds.
technical facilities for extraction, processing, transportation and
FEED studies (front-end engineering design)
storage of the oil and gas: drilling of development or injection wells,
platforms, pipelines, etc. Studies aimed at defining the project and preparing for its execution.
In the TOTAL process, this covers the pre-project and basic
distillates
engineering phases.
Products obtained through the atmospheric distillation of crude oil or
FLNG (floating liquefied natural gas)
through vacuum distillation. Includes medium distillate such as
aviation fuel, diesel fuel and heating oil. Floating unit permitting the liquefaction of natural gas and the storage
of LNG.
E
fossil energies
effective tax rate
Energies produced from oil, natural gas and coal.
(Tax on adjusted net operating income)/(adjusted net operating
FPSO (floating production, storage and offloading)
income – income from equity affiliates – dividends received from
investments – impairment of goodwill + tax on adjusted net operating Floating integrated offshore unit comprising the equipment used to
income). produce, process and store hydrocarbons and offload them directly
to an offshore oil tanker.
effect of changes in fair value
FSRU (floating storage and regasification unit)
The effect of changes in fair value presented as an adjustment item
reflects, for some transactions, differences between internal measures Floating unit permitting the regasification and the storage of natural
of performance used by TOTAL’s Executive Committee and the gas.
accounting for these transactions under IFRS. IFRS requires that
trading inventories be recorded at their fair value using period-end G
spot prices. In order to best reflect the management of economic
gearing ratio
exposure through derivative transactions, internal indicators used to
measure performance include valuations of trading inventories based Net Debt/(Net debt + shareholders equity Group share +
on forward prices. Furthermore, TOTAL, in its trading activities, enters Non-controlling interests).
into storage contracts, the future effects of which are recorded at fair
greenfield project
value in the Group’s internal economic performance. IFRS precludes
recognition of this fair value effect. Project concerning fields that have never been developed.
energy mix gross investments
The various energy sources used to meet the demand for energy. Investments including acquisitions and increases in non-current loans.
ERMI (European Refining Margin Indicator)
H
A Group indicator intended to represent the margin after variable
hydraulic fracturing
costs for a hypothetical complex refinery located around Rotterdam
in Northern Europe that processes a mix of crude oil and other inputs Technique that involves fracturing rock to improve its permeability.
commonly supplied to this region to produce and market the main
hydrocarbons
refined products at prevailing prices in this region. The indicator
margin may not be representative of the actual margins achieved by Molecules composed principally of carbon and hydrogen atoms.
the Group in any period because of TOTAL’s particular refinery They can be solid such as asphalt, liquid such as crude oil or gaseous
configurations, product mix effects or other company-specific such as natural gas. They may also include compounds with sulphur,
operating conditions. nitrogen, metals, etc.

Registration Document 2018 TOTAL 425


GLOSSARY

hydrocracker net cash flow


A refinery unit that uses catalysts and extraordinarily high pressure, Cash flow from operating activities before working capital changes
in the presence of surplus hydrogen, to convert heavy oils into lighter at replacement cost – net investments (including other transactions
fractions. with non-controlling interests).
net financial debt
I
Non-current financial debt, including current portion, current
inventory valuation effect
borrowings, other current financial liabilities less cash and cash
The adjusted results of the Refining & Chemicals and Marketing & equivalents and other current financial assets.
Services segments are presented according to the replacement cost
net investments
method. This method is used to assess the segments’ performance
and facilitate the comparability of the segments’ performance with Gross investments – divestments – repayment of non-current
those of its competitors. In the replacement cost method, which loans – other operations with non-controlling interests.
approximates the LIFO (Last-In, First-Out) method, the variation of
inventory values in the statement of income is, depending on the O
nature of the inventory, determined using either the month-end price
oil
differentials between one period and another or the average prices
of the period rather than the historical value. The inventory valuation Generic term designating crude oil, condensates and NGL.
effect is the difference between the results according to the FIFO
oil and gas
(First-In, First-Out) and the replacement cost.
Generic term which includes all hydrocarbons (e.g., crude oil,
J condensates, NGL, bitumen and natural gas).
joint venture oil sands
Refer to the definition above of “association/consortium/joint venture”. sandstones containing natural bitumen.
olefins
L
Group of products (gas) obtained after cracking of petroleum streams.
lignocellulose
Olefins are ethylene, propylene and butadiene. These products are
Lignocellulose is the main component of the wall of plant cells. It can used in the production of large plastics (polyethylene, polypropylene,
be sourced from agricultural and farming wastes or by-products of PVC, etc.), in the production of elastomers (polybutadiene, etc.) or in
wood transformation as well as dedicated plantations and constitutes the production of large chemical intermediates.
the most abundant renewable carbon source on the planet. This
OPEC
abundance and its composition (very rich in polymerized sugars)
makes it an excellent choice to produce biofuels. As a result, its Organization of the Petroleum Exporting Countries.
conversion, whether by thermochemical (e.g., gasification) or
operated oil & gas facilities
biochemical techniques, is widely studied.
Facilities operated in the Exploration & Production, Refining &
liquids
Chemicals and Marketing & Services segments of the Group.
Liquids consist of crude oil, bitumen, condensates and NGL.
operating cash flow before working capital changes
LNG (liquefied natural gas)
Cash flow from operating activities before changes in working capital
Natural gas, comprised primarily of methane, that has been liquefied at replacement cost.
by cooling in order to transport it.
operating cash flow before working capital changes w/o financial
LNG train charges (DACF)
Facility for converting liquefying storing and off-loading natural gas. Cash flow from operating activities before changes in working capital
at replacement cost, without financial charges.
LPG (liquefied petroleum gas)
organic investments
Light hydrocarbons (comprised of butane and propane, belonging to
the alkanes class and composed of three and four carbon atoms Net investments, excluding acquisitions, divestments and other
respectively) that are gaseous under normal temperature and operations with non-controlling interests.
pressure conditions and that are kept in liquid state by increasing the
operated production
pressure or reducing the temperature. LPG is included in NGL.
Total quantity of oil and gas produced on fields operated by an oil
M and gas company.
mineral interests operator
Rights to explore for and/or produce oil and gas in a specific area for Partner of an oil and gas joint venture in charge of carrying out the
a fixed period. Covers the concepts of “permit”, “license”, “title”, etc. operations on a specific area on behalf of the joint venture. A refinery
is also said to be operated by a specific partner when the operations
N are carried out by the partner on behalf of the joint venture that owns
the refinery.
naphtha
Heavy gasoline used as a base in petrochemicals. P
natural gas permit
Mixture of gaseous hydrocarbons, composed mainly of methane. Area contractually granted to an oil and gas company (or a
consortium) by the host country for a defined period to carry out
natural gas liquids (NGL)
exploration work or to exploit a field.
A mixture of light hydrocarbons that exist in the gaseous phase at
petcoke (or petroleum coke)
room temperature and pressure and are recovered as liquid in gas
processing plants. NGL include very light hydrocarbons (ethane, Residual product remaining after the improvement of very heavy
propane and butane). petroleum cuts. This solid black product consists mainly of carbon
and can be used as fuel.

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GLOSSARY

polymers R
Molecule composed of monomers bonded together by covalent refining
bonds, such as polyolefins obtained from olefins or starch and
The various processes used to produce petroleum products from
proteins produced naturally.
crude oil (e.g., distillation, reforming, desulphurization, cracking).
pre-dividend organic cash breakeven
renewable energies
Brent price for which the operating cash flow before working capital
An energy source the inventories of which can be renewed or are
changes covers the organic investments.
inexhaustible, such as solar, wind, hydraulic, biomass and geothermal
price effect energy.
The impact of changing hydrocarbon prices on entitlement volumes reserve life
from production sharing contracts and on economic limit dates.
Synthetic indicator calculated from data published under ASC 932.
production costs Ratio of the proved reserves at the end of the period to the production
of the past year.
Costs related to the production of hydrocarbons in accordance with
FASB ASC 932-360-25-15. reserves
production plateau Estimated remaining quantities of oil and gas and related substances
expected to be economically producible, as of a given date, by
Expected average stabilized level of production for a field following
application of development projects to known accumulations.
the production build-up.
reservoirs
production sharing contract/agreement (PSC/PSA)
Porous, permeable underground rock formation that contains oil or
Exploration and production contract under which a host country or,
natural gas.
more frequently, its national company, transfers to an oil and gas
company (the contractor) or a consortium (the contractor group) the resource acquisitions
right to explore a geographic area and develop the fields discovered.
Acquisition of a participating interest in an oil and gas mining property
The contractor (or contractor group) undertakes the execution and
by way of an assignment of rights and obligations in the
financing, at its own risk, of all operations. In return, it is entitled to a
corresponding permit or license and related contracts, with a view to
portion of the production, called cost oil/gas, to recover its costs and
producing the recoverable oil and gas.
investment. The remaining production, called profit oil/gas, is then
shared between the contractor (contractor group), and the national return on average capital employed (ROACE)
company and/or host country.
Ratio of adjusted net operating income to average capital employed
project at replacement cost between the beginning and the end of the period.
As used in this document, “project” may encompass different meanings, return on equity (ROE)
such as properties, agreements, investments, developments, phases,
Ratio of adjusted consolidated net income to average adjusted
activities or components, each of which may also informally be
shareholders’ equity (after distribution) between the beginning and
described as a “project”. Such use is for convenience only and is not
the end of the period. Adjusted shareholders’ equity for a given
intended as a precise description of the term “project” as it relates to
period is calculated after distribution of the dividend (subject to
any specific governmental law or regulation.
approval by the Shareholders’ Meeting).
proved permit
Risked service contract
Permit for which there are proved reserves.
Service contract where the contractor bears the investments and the
proved reserves (1P reserves) risks. The contractor usually receives a portion of the production to
cover the refund of the investments and the related interests, and a
Proved oil and gas reserves are those quantities of oil and gas,
monetary remuneration linked to the performance of the field.
which, by analysis of geoscience and engineering data, can be
estimated with certainty of 90% to be economically producible from
S
a given date forward, from known reservoirs, and under existing
economic conditions, operating methods, and government seismic
regulations, prior to the time at which contracts providing the right to
Method of exploring the subsoil that entails methodically sending
operate expire, unless evidence indicates that renewal is reasonably
vibration or sound waves and recording their reflections to assess
certain, regardless of whether deterministic or probabilistic methods
the type, size, shape and depth of subsurface layers.
are used for the estimation.
shale gas
proved developed reserves
Natural gas in a source rock that has not migrated to a reservoir.
Proved developed oil and gas reserves are proved reserves that can
be expected to be recovered (i) through existing wells with existing shale oil
equipment and operating methods or in which the cost of the required
Oil in a source rock that has not migrated to a reservoir.
equipment is relatively minor compared to the cost of a new well;
and (ii) through installed extraction equipment and infrastructure sidetrack
operational at the time of the reserves estimate if the extraction is by
Well drilled from a portion of an existing well (and not by starting from
means not involving a well.
the surface). It is used to get around an obstruction in the original
proved undeveloped reserves well or resume drilling in a new direction or to explore a nearby
geological area.
Proved undeveloped oil and gas reserves are proved reserves that
are expected to be recovered with new investments (new wells on silicon
undrilled acreage, or from existing wells where a relatively major
The most abundant element in Earth’s crust after oxygen. It does not
expenditure is required for recompletion, surface facilities).
exist in a free state but in the form of compounds such as silica,
which has long been used as an essential element of glass.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Polysilicon (or crystalline silicon), which is obtained by purifying silicon
and consists of metal-like crystals, is used in the construction of
photovoltaic solar panels, but other minerals or alloys may be used.

Registration Document 2018 TOTAL 427


GLOSSARY

special items
Due to their unusual nature or particular significance, certain
transactions qualifying as “special items” are excluded from the
business segment figures. In general, special items relate to
transactions that are significant, infrequent or unusual. In certain
instances, transactions such as restructuring costs or asset disposals,
which are not considered to be representative of the normal course
of business, may qualify as special items although they may have
occurred in prior years or are likely to recur in following years.
steam cracker
A petrochemical plant that turns naphtha and light hydrocarbons
into ethylene, propylene, and other chemical raw materials.

T
thermochemical conversion
Conversion of carbon energy sources (gas, coal, biomass,
waste, CO2) through thermal transformation (chemical reactions
controlled by the combined action of temperature, pressure and often
of a catalyst). Gasification is an example.
tight gas
Natural gas trapped in very low-permeable reservoir.
turnaround
Temporary shutdown of a facility for maintenance, overhaul and
upgrading.

U
unconventional hydrocarbons
Oil and gas that cannot be produced or extracted using conventional
methods. These hydrocarbons generally include shale gas, coal bed
methane, gas located in very low-permeable reservoirs, methane
hydrates, extra heavy oil, bitumen and liquid or gaseous hydrocarbons
generated during pyrolysis of oil shale.
unitization
Creation of a new joint venture and appointment of a single operator
for the development and production as single unit of an oil or gas
field involving several permits/licenses or countries.
unproved permit
Permit for which there are no proved reserves.

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