Registration Document 2005 - Total.com

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8 General information Information on holdings Information on holdings General information As of December 31, 2005: • • 682 companies were fully consolidated, 11 were proportionately consolidated and 94 were accounted for using the equity method; the TOTAL S.A. accounting scope of 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. equity or of the consolidated net assets of the Group, or which has generated at least 10% of the TOTAL S.A. 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 228 and 229). 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 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. In fiscal year 2005, the TOTAL Group’s stake, held indirectly through its 99.48% subsidiary Elf Aquitaine, was changed from (1) Sanofi-Synthélabo became Sanofi-Aventis on August 20, 2004 following the merger between Aventis and Sanofi-Synthélabo. (2) Prospectus approved by the Commission des opérations de Bourse (COB) on April 15, 1999 under No. 99-399. (3) AMF notice 203C2012 dated November 28, 2003. 162 TOTAL - Registration Document 2005 12.65% of the stock and 21.49% of the voting rights of Sanofi- Aventis as of December 31, 2004 to 12.74% of the stock and 19.58% of the voting rights as of December 31, 2005. For a description of Sanofi-Aventis, please consult information released by that company. TOTAL holdings in Cepsa TOTAL has been a shareholder in the Spanish oil and gas company Cepsa since 1990. Elf Aquitaine and the Spanish bank Santander Central Hispano S.A. (“SCH”) entered into various contracts concerning their investments in and cooperation regarding Cepsa. As of December 31, 2005, TOTAL held 36.97% of Cepsa’s capital through its 99.48% owned subsidiary Elf Aquitaine. In addition, TOTAL indirectly held 8.31% of Cepsa’s share capital through its investment in the Spanish holding company Somaen Dos. Together, this amounts to a total direct and indirect holding of 45.28%. The other major shareholders of Cepsa are SCH, Union Fenosa and International Petroleum Investment Company. Without prior consultation with TOTAL, SCH, which at the time had an indirect holding of 19.92% in the share capital of Cepsa, launched a tender offer on September 26, 2003 for 16% of Cepsa’s share capital at a price of 28 euros per share. On October 7, 2003, TOTAL transmitted to the CNMV (Comision Nacional del Mercado de Valores) the contracts it had entered into with SCH, as stipulated by Spanish Law 26/2003 of July 17, 2003 regarding transparency for listed companies. Given the persistent disagreements between TOTAL and SCH regarding the possible impact of Spanish Law 26/2003 on their contractual relationships and in order to protect its rights, TOTAL announced that, pursuant to the arbitration clauses in the relevant agreements between SCH and TOTAL, it had initiated arbitration proceedings before the Netherlands Arbitration Institute at the Hague on October 13, 2003. At the close of its tender offer on November 24, 2003, SCH had acquired 12.13% of Cepsa’s share capital. On November 25, 2003, the Netherlands Arbitration Institute at the Hague rendered a decision imposing provisional measures pending final judgment on the merits of the case. The proceedings on the merits of the case are in progress and it is possible that the Netherlands Arbitration Institute will render its decision in 2006.
Statutory auditors’ report on the consolidated financial statements p. 164 Consolidated statement of income p. 165 Consolidated balance sheet p. 166 Consolidated statement of cash flows p. 167 Consolidated statement of changes in shareholders’ equity p. 168 Notes to the consolidated financial statements p. 169 • Introduction p. 169 • Information concerning the first-time application of IFRS p. 169 • 1. Accounting policies p. 170 • 2. Main indicators of the information by business segment p. 177 • 3. Changes in the Group structure, main acquisitions and divestitures p. 178 • 4. Business segment information p. 178 • 5. Information by geographical area p. 186 • 6. Operating expenses p. 186 • 7. Other income and other expense p. 187 • 8. Other financial income and expense p. 187 • 9. Income taxes p. 188 • 10. Intangible assets p. 190 • 11. Property, plant and equipment p. 190 • 12. Equity affiliates: investments and loans p. 191 • 13. Other investments p. 192 • 14. Other non-current assets p. 193 • 15. Inventories p. 193 Appendix 1 – Consolidated financial statements Content 9 Appendix 1 - Consolidated financial statements • 16. Accounts receivable p. 193 • 17. Shareholders’ equity p. 194 • 18. Employee benefits obligations p. 196 • 19. Other non-current liabilities p. 199 • 20. Financial debt and related financial instruments p. 200 • 21. Other creditors and accrued liabilities p. 204 • 22. Lease contracts p. 204 • 23. Commitments and contingencies p. 205 • 24. Share-based payments p. 206 • 25. Payroll and staff p. 209 • 26. Statement of cash flows p. 209 • 27. Fair value of financial instruments p. 210 • 28. Market risks p. 214 • 29. Related parties p. 217 • 30. Other risks and contingent liabilities p. 218 • 31. Other information p. 219 • 32. Transition to International Financial Reporting Standards (IFRS) p. 220 • 33. Perimeter p. 228 • 34. Compensation for the administration and management bodies p. 230 TOTAL - Registration Document 2005 163
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Registration Document 2005
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Registration Document 2005 This is
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Key figures Selected financial info
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104,652 2003 French GAAP Sales (M
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DOWNSTREAM Refined product sales (k
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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 TOTAL’s average daily
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Presentation of production activiti
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Europe Year of entry into the count
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Africa TOTAL has been present in Af
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Libya The Group’s share of produc
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North America The Group’s presenc
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On the Yucal Placer field, the init
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Commonwealth of Independent States
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The Netherlands TOTAL is the second
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Kuwait Since 1997, the Group has pr
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Gas & Power The Gas & Power sector
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Middle East In Qatar, negotiations
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TOTAL is pursuing decentralized rur
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Refining & Marketing On December 31
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Marketing The Group is one of the l
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the provinces of Shanghai, Jiangsu
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All of TOTAL’s trading activities
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Base Chemicals TOTAL’s Base Chemi
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Specialties TOTAL’s Specialties s
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trademarks. It is present on three
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Other activities E-Commerce In 2005
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Organizational structure Position o
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Executive Committee Trading & Shipp
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Management Report of the Board of D
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Market environment Management Repor
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Upstream results (in millions of eu
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Downstream results (in millions of
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Adoption of IFRS rules The principa
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Liquidity and capital resources Lon
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Research and development Research a
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Risk factors Market risks p. 76 •
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Financial markets related risks Wit
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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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ILSA - Other US regulations In 2001
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Insurance and risk management Organ
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Corporate governance Board of Direc
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Anne Lauvergeon 46 years old. Indep
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Additional information required und
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Statutory auditors Statutory audito
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Executive Officers’ Compensation
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Report of the Chairman of the Board
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july 19: • estimated earnings for
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Nominating & Compensation Committee
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Page 115 and 116: Headcount, Employee shareholdings,
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Page 121 and 122: Allocation of TOTAL restricted shar
Page 123 and 124: Elf Aquitaine share subscription op
Page 125 and 126: TOTAL and its shareholders TOTAL sh
Page 127 and 128: Four-for-one stock split A proposal
Page 129 and 130: TOTAL share over the last 18 months
Page 131 and 132: Dividend payment on Stock Certifica
Page 133 and 134: • were repurchased under the auth
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Page 137 and 138: Shareholders Relationship between T
Page 139 and 140: The holdings of the principal share
Page 141 and 142: Shareholders Estimate of capital di
Page 143 and 144: The above-mentioned French forms ar
Page 145 and 146: • • • • On November 18 and
Page 147 and 148: 2006 Calendar February 15 Results f
Page 149 and 150: Financial information Historical fi
Page 151 and 152: Additional information Financial in
Page 153 and 154: General information Share capital p
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Page 157 and 158: Potential capital as of December 31
Page 159 and 160: General information Articles of inc
Page 161 and 162: Shareholders’ Meetings Notices of
Page 163: Documents on display The documents
Page 167 and 168: Consolidated statement of income TO
Page 169 and 170: Consolidated statement of cash flow
Page 171 and 172: Notes to the consolidated financial
Page 173 and 174: The cost of employee-reserved capit
Page 175 and 176: K. Impairment of long-lived assets
Page 177 and 178: Crude oil costs include raw materia
Page 179 and 180: Fair value option In June 2005, the
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Page 187 and 188: C. Adjusting items by business segm
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Page 191 and 192: RECONCILIATION BETwEEN PROVISION FO
Page 193 and 194: 12. Equity affiliates: investments
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Page 197 and 198: Capital increase reserved for Group
Page 199 and 200: The Group expects to contribute 371
Page 201 and 202: 19. Other non-current liabilities A
Page 203 and 204: (in millions of euros) TOTAL CAPITA
Page 205 and 206: Impact on net income Appendix 1 - C
Page 207 and 208: 23. Commitments and contingencies A
Page 209 and 210: B. TOTAL share purchase plan Append
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B. Financial instruments related to
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Management of short-term interest r
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Appendix 1 - Consolidated financial
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31. Other information A. Research a
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The consolidated balance sheet and
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Note 32.6: IFRS restatements with a
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Fixed assets Component Impairment o
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Fixed assets Component Impairment o
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53.2% 95.7% Elf Aquitaine 99.5% 100
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Oil and gas reserves p. 232 • 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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Standardized measure of discounted
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Other information Accounting for ex
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Appendix 3 - TOTAL S.A. Special aud
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Statutory auditors’ report on the
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Summary balance sheet at December 3
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Other five-year financial data TOTA
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Employment and environmental inform
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4) Compensation TOTAL - Registratio
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Environment Pursuant to French Law
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Five-year consolidated financial in
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10. CAPITAL RESOURCES 10.1. Informa
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TOTAL S.A. Registered Offi ce: 2, p
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Registration Document 2005 - Total.com

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