Registration document 2007 - Total.com

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8 164 General information Documents on display Documents on display The documents and information about TOTAL S.A., as well as its charter, bylaws and the Company’s statutory and consolidated financial statements for the year ended December 31, 2006 or for previous fiscal years may be consulted at the Company’s principal offices pursuant to the legal and regulatory provisions in force. In addition, the financial information of a direct or indirect subsidiary of the Company for the years ended December 31, 2005 and December 31, 2006 may be consulted at the headquarters of this subsidiary, under the applicable legal and regulatory conditions. TOTAL – Registration Document 2006 Finally, TOTAL’s registration documents filed with the French Autorité des marchés financiers for each of the past five fiscal years, as well as half-year Group presentations on its results and outlook, may be consulted online on the Company’s website (www.total.com), under the heading Investor Relations/Regulated Information in France. Furthermore, the yearly summary of publications provided for by Article L 451-1-1 of the French Financial and Monetary Code, in respect of TOTAL S.A.’s publicly disclosed information, can also be consulted online on the Company’s website (www.total.com) under the heading Investor Relations/Publications.
Information on holdings General information As of December 31, 2006: • 614 companies were fully consolidated, 13 were proportionately consolidated and 91 were accounted for using the equity method; • TOTAL S.A.’s scope of accounting consolidation includes all companies in which the Company holds a direct or indirect interest, the book value of which on that date is at least equal to 10% of the amount of TOTAL S.A.’s equity or of the consolidated net assets of the Group, or which has generated at least 10% of the TOTAL S.A.’s net income or of the Group’s consolidated net income during the last year. A list of the principal companies consolidated by TOTAL S.A. is provided in a summary table in note 33 to the consolidated financial statements (pages 234 and 235). Shareholders’ agreement concerning Sanofi-Aventis (1) A shareholders’ agreement (2) was signed by Elf Aquitaine and L’Oréal on April 9, 1999 for an initial term of six years commencing December 2, 1998, which ended on December 2, 2004. It was renewable by tacit agreement and, after the sixth year, either party had the option to terminate the agreement at any time, provided they gave notice one year in advance. The agreement was amended on November 24, 2003 (3) . The amendment stated that TOTAL S.A. would henceforth be party to the agreement, that the agreement would terminate on December 2, 2004, and that the parties would not act together in relation to Sanofi-Synthélabo after that date. On June 6, 2005, in AMF notice No. 205C1014, TOTAL S.A. declared that it held less than 20% of the voting rights in Sanofi- Aventis, that is 12.79% of Sanofi-Aventis share capital and 19.58% of the voting rights, following the dissolution of the company Valorisation et Gestion Financière on May 29, 2005, which resulted in a loss of double voting rights. In the same notice, TOTAL S.A. noted that it was no longer acting together with L’Oréal, in relation to Sanofi-Synthélabo, since the expiration on December 2, 2004 of the agreement signed on April 9, 1999 between TOTAL S.A. and L’Oréal. (1) Sanofi-Synthélabo became Sanofi-Aventis on August 20, 2004 following the merger between Aventis and Sanofi-Synthélabo. (2) Prospectus approved by the French Commission des opérations de Bourse (COB) on April 15, 1999 under No. 99-399. (3) AMF Notice No. 203C2012 of November 28, 2003. In 2006, TOTAL’s stake, held indirectly through its 99.48% subsidiary Elf Aquitaine, was changed from 12.74% of the stock and 19.58% of the voting rights of Sanofi-Aventis (or 178,476,513 shares for 319,968,848 voting rights as of December 31, 2005) to 13.13% of the stock and 19.21% of the voting rights (or 178,476,513 shares for 319,968,848 voting rights) as of December 31, 2006. For a description of Sanofi-Aventis, please consult information released by that company. TOTAL’s holdings in CEPSA General information Information on holdings TOTAL has been a shareholder in the Spanish oil and gas company CEPSA since 1990. The other main shareholders of CEPSA are Santander Central Hispano S.A. (SCH), Unión Fenosa and International Petroleum Investment Company. In March 2006, the Netherlands Arbitration Institute at The Hague settled the dispute between TOTAL and SCH. In August 2006, TOTAL and SCH signed an agreement in order to implement this arbitration award, thus enabling TOTAL to hold directly 7.51% of CEPSA’s stock that it used to hold indirectly through the holding entity Somaen Dos, and the shareholders’ agreements between TOTAL and SCH regarding CEPSA were terminated. Furthermore, following the authorization of the European Commission in October 2006, SCH sold to TOTAL 4.35% of CEPSA’s shares at a price of 4.54 euros per share, representing an aggregate amount of approximately 53 M€, also to implement the aforementioned arbitration award. Finally, the Comisión Nacional del Mercado de Valores (CNMV – the Spanish stock market authority) confirmed that these operations do not trigger the compulsory launch by TOTAL of a tender offer for CEPSA. As of December 31, 2006, TOTAL held 48.83% of CEPSA’s capital through its 99.48% owned subsidiary Elf Aquitaine. 8 TOTAL – Registration Document 2006 165
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Registration Document 2006
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Registration Document 2006 This is
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Key figures Selected financial info
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116,842 Key figures Operating and m
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Refined product sales including Tra
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Business overview History and strat
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Upstream TOTAL’s Upstream segment
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Exploration & Production Exploratio
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Production For the full year 2006,
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Presentation of production activiti
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Europe Business overview Exploratio
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Africa TOTAL has been present in Af
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this zone through its subsidiaries
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North America Since 2004, TOTAL has
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Trinidad & Tobago TOTAL holds a 30%
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TOTAL also has a 50% interest in th
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Europe TOTAL’s production in Euro
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K6-GT platform, in anticipation of
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The Group also holds a 20% interest
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Gas & Power The Gas & Power divisio
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Asia Pacific The Hazira re-gasifica
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In Morocco, Temasol, in which TOTAL
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Refining & Marketing As of December
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Refined products The table below se
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capacity oil recycling plant in Fra
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In 2006, the principal market bench
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Base Chemicals TOTAL’s Base Chemi
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Specialties TOTAL’s Specialties s
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Investments Main investments made o
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Property, Plant and Equipment TOTAL
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Board of Directors Executive Commit
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Management Report of the Board of D
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Market environment 2006 2005 2004 E
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Upstream results Liquids and gas pr
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Downstream results For the full yea
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Liquidity and capital resources Lon
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Research and development Research a
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Trends and outlook Outlook Since th
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Risk Factors Market risks p. 76 •
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The Group has implemented strict po
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The non-current debt in dollars des
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Grande Paroisse An explosion occurr
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Myanmar Under the Belgian “univer
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Risk management Risk evaluations le
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TOTAL, like other major internation
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Insurance and risk management Organ
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Corporate Governance Board of Direc
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Daniel Bouton 56 years old. Inspect
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Bertrand Jacquillat 62 years old. A
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Michel Pébereau 64 years old. Hono
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Management General Management On Ma
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Corporate Governance Compensation o
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Pensions and other commitments (Art
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Within this framework, the Board’
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Members of the Audit Committee may
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Messrs. Bouton, Collomb, Desmarais,
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establishes and maintains procedure
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Page 117 and 118: Corporate Governance Employees, Sha
Page 119 and 120: TOTAL stock options Corporate Gover
Page 125 and 126: Restricted share plans as of Decemb
Page 127 and 128: TOTAL and its shareholders Listing
Page 129 and 130: Four-for-one stock split The Genera
Page 131 and 132: Information Summary TOTAL and its s
Page 133 and 134: Dividends Dividend policy In accord
Page 135 and 136: Share buybacks The General Meeting
Page 137 and 138: Summary table of transactions compl
Page 139 and 140: cancels and replaces the unused por
Page 141 and 142: which was approved by the French Co
Page 143 and 144: Shareholder structure Distribution
Page 145 and 146: Non-resident individual taxpayers e
Page 147 and 148: The Committee also worked on the co
Page 149 and 150: 2007 Calendar February 14 Results f
Page 151 and 152: Financial information Historical fi
Page 153 and 154: Additional information Financial in
Page 155 and 156: General information Share capital p
Page 157 and 158: Pursuant to this authorization, the
Page 159 and 160: Potential capital as of December 31
Page 161 and 162: General information Share capital J
Page 163 and 164: Directors’ Charter and Committees
Page 165: Other matters Employee incentives a
Page 169 and 170: Statutory auditors’ report on the
Page 171 and 172: Consolidated statement of income TO
Page 173 and 174: Consolidated statement of cash flow
Page 175 and 176: On February 13, 2007, the Board of
Page 177 and 178: G. Earnings per share Earnings per
Page 179 and 180: equal to the market price. For unli
Page 181 and 182: The net periodic pension cost is re
Page 183 and 184: (iii) Portion of intangible assets
Page 185 and 186: A. Information by business segment
Page 187 and 188: Appendix 1 - Consolidated financial
Page 195 and 196: ADJUSTMENTS TO OPERATING INCOME 200
Page 197 and 198: In 2006, gains and losses on sales
Page 201 and 202: Property, plant and equipment prese
Page 203 and 204: 14) Other non-current assets As of
Page 205 and 206: The variation of the weighted-avera
Page 207 and 208: 18) Employee benefits obligations P
Page 209 and 210: The components of the net periodic
Page 211 and 212: 20) Financial debt and related fina
Page 215 and 216: Impact on net income The amount of
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23) Commitments and contingencies A
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Other guarantees given Non-consolid
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Appendix 1 - Consolidated financial
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25) Payroll and staff For the year
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The classification by strategy and
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B) Financial instruments related to
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29) Market risks Oil and gas market
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As a result of its policy for manag
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3) The Group has recorded provision
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Appendix 1 - Consolidated financial
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53.2% 95.7% Elf Aquitaine 99.5% 100
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Oil and gas reserves p. 238 • Cha
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Changes in liquids reserves Appendi
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Changes in liquids and gas reserves
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Costs incurred in oil and gas prope
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Appendix 2 - Supplemental oil and g
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Other information Accounting for ex
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Appendix 3 - TOTAL S.A. Special aud
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(Free translation of a French langu
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Balance Sheet (TOTAL S.A.) Appendix
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Statement of changes in Shareholder
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2) Property, plant and equipment As
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6) Shareholders’ equity A) Common
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7) Contingency reserves As of Decem
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11) Translation adjustment The appl
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20) Commitments As of December 31 (
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TOTAL share purchase options plans
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Appendix 3 - TOTAL S.A. Parent comp
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List of marketable securities held
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Distribution of earnings 2006 Net d
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Social and environmental informatio
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AVERAGE COMPENSATION PER MONTH - TO
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Environment Pursuant to French law
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Consolidated financial information
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European Cross Reference List 10. C
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TOTAL S.A. Registered Office: 2, pl
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Registration document 2007 - Total.com

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